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CHC Annual Report 2020

Jul 20, 2021

52389_rns_2021-07-20_755e3826-e757-4ce0-b55b-c61e1557ed7a.pdf

Annual Report

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Stock Code: 4164

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CHC Healthcare Group

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.

Printed on May 28, 2021

Taiwan Stock Exchange Market Observation Post System: http://mops.twse.com.tw CHC Healthcare Group Annual Report is available at: http://www.chcg.com

I. Name, job title, telephone number, and email of the spokesperson and acting spokesperson:

Spokesperson Acting Spokesperson Name: Ming-Lun Lee Name: Yi-Chun Chen Title: COO Title: CFO Tel.: (02)6619-9989 Tel.: (02)6619-9989 Email: [email protected] Email: [email protected]

  • II. Address and telephone number of the head office, branch office, and factory

Company Address: 6F, No. 366, Changchun Road, Jhongshan District, Taipei City Tel.: (02)6608-1999

Factory address: None.

  • The Group: CHC Healthcare Group (hereinafter referred to as “the Company” or “CHC Holdings”) and its invested companies, collectively referred to as “the Group,” engages in the distribution, repair and maintenance, and lease of the equipment for radiation oncology, neurology, medical imaging, ophthalmology, and surgery/surgical service, and the sale of related parts, consumables, and medicines.

III. Name, address, website, and telephone number of the stock transfer agency:

Name: Stock Transfer Department of CTBC Bank Website: https://www.ctbcbank.com Co., Ltd.

Address: 5F, No. 83, Sec. 1, Chungching S. Road, Tel.: (02)6636-5566 Chungcheng District, Taipei City

  • IV. The name of the certified public accountants and the name, address, website, and telephone number of the CPA firm responsible for auditing the financial report of the most recent year:

Name of CPAs: Yu-Fang Yen and Pei-Lin Tu

CPA Firm: PricewaterhouseCoopers (PwC)

Website: https://www.pwc.tw

Address:27F, No. 333, Sec. 1, Keelung Road, Tel.: (02)2729-6666 Xinyi District,Taipei City

  • V. The name of overseas securities exchange and the securities inquiry methods:

None.

  • VI. The website of the Company: http://www.chcg.com

Table of Contents

One. Letter to Shareholders ······················································································· 1 I. The 2020 business operation results ······································································· 1 II. The 2021 business plan outline ············································································ 2 III. The Company’s future development strategy ·························································· 4 IV. The impact of external competition environment, regulatory environment, and overall business environment ···················································································· 5 Two. Company Profile ······························································································ 7 I. Date of Incorporation ························································································ 7 II. Company History ···························································································· 7 Three. Corporate Governance Report ······································································· 11 I. Organization································································································· 11 II. Directors, Supervisors and Management team ························································ 14 III. Remuneration of directors, supervisors, General Manager, and Vice President in the most recent year ······························································································· 22 IV. Implementation of Corporate Governance ···························································· 27 V. Information Regarding the Company’s Audit Fee and Independence ····························· 65 VI. Replacement of CPA ····················································································· 66 VII. If the Company’s President, General Manager, and/or executives in charge of finance and accounting worked for the CPA’s accounting firm or its affiliates in the most recent years, their names, job titles and the durations should be disclosed ····························· 67 VIII. Changes in Shareholding of Directors, Supervisors, Managers and Major Shareholders ··· 67 IX. Relationship among the Top Ten Shareholders ······················································ 68 X. The number of shares of reinvested businesses concurrently held by the Company, the Company’s directors, supervisors, managers, and affiliates directly/indirectly controlled by the Company, and the consolidated shareholding ratio ········································· 69 Four. Capital Overview ··························································································· 70 I. Capital and Shares ·························································································· 70 II. Bonds ········································································································ 76 III. Preferred stock issuance ················································································· 78 IV. Global Depository Receipts ············································································· 78 V. Employee stock options and new restricted employee shares ······································· 78 VI. Status of New Shares Issuance in Connection with Mergers and Acquisitions ················· 79 VII. Financing Plans and Implementation ································································· 79 Five. Operational Highlights ···················································································· 80 I. Business Activities ························································································· 80 II. Market and Sales Overview·············································································· 96 III. Human Resources ······················································································· 110

IV. Environmental Protection Expenditure ······························································· 111 V. Labor Relations ··························································································· 111 VI. Important Contracts ····················································································· 115 Six. Financial Information ······················································································ 118 I. Five-Year Financial Summary ··········································································· 118 II. Five-Year Financial Analysis ··········································································· 122 III. Supervisors’ or Audit Committee’s Report in the Most Recent Year ···························· 125 IV. Financial Statements for the Years Ended December 31, 2020 and 2019, and Independent Auditors’ Report ························································································ 126 V. Standalone financial report of the company that has been audited by an accountant in the most recent year ······················································································ 126 VI. The impact of financial difficulty of the company and its affiliated enterprises on the financial status of the company detailed in the financial report of the most recent year and as of the annual report printing date ···························································· 126 Seven. Review of Financial Conditions, Operating Results, and Risk Management ··············· 127 I. Analysis of Financial Status ············································································· 127 II. Analysis of Operation Results ·········································································· 129 III. Analysis of Cash Flow ·················································································· 130 IV. Major Capital Expenditure Items ······································································ 131 V. Investment Policy in Last Year, Main Causes for Profits or Losses, Improvement Plans and the Investment Plans for the Coming Year ····················································· 131 VI. Analysis of Risk Management ········································································ 132 VII. Other major matters ···················································································· 136 Eight. Special Disclosure ························································································ 137 I. Summary of Affiliated Companies······································································ 137 II. Private Placement Securities in the Most Recent Years ············································ 142 III. The Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent Years ······································································································ 142 IV. Other supplementary information ····································································· 142 V. The impact of the events as stipulated in Subparagraph 2, Paragraph 3, Article 36 of the Securities Exchange Act on shareholder’s equity or security price in the most recent year and as of the annual report printing date ······················································ 142

One. Letter to Shareholders

Dear Shareholders:

Thank you for your support and guidance to CHC Healthcare Group, enabling the Group to develop stably in this critical environment. With the efforts of all employees, the Group has improved its gross profit margin significantly in 2020 with a successive double-digit net profit, under the impact posed by COVID-19 all over the world. The Group strongly believes that a solid economic foundation is the key to sustainable business operations, and will continue the growth streak by maintaining the upward momentum, with a view to creating the best interests for the shareholders and employees.

I. The 2020 business operation results

(1) Business plan implementation of 2020

The 2020 consolidated operating revenue was NT$2,554,911 thousand, less than NT$NT$2,950,052 thousand reported in 2019, mainly attributable to the declination of equipment sales; the profit reported in 2020 was NT$362,912 thousand, a decrease from the profit of NT$390,431 thousand in 2019, mainly due to the growth of salary and depreciation expenses in 2020; the consolidated operating results for the year 2020 are as follows:

Unit: NT$ thousand

Unit: NT$thousand
Item 2020
OperatingRevenue 2,554,911
Grossprofit 830,710
Operatingexpenses 317,604
Operating profit 513,106
Profit before income tax 463,996
Profit for theyear 362,912

(2) Budgeting

The Group did not disclose the 2020 financial forecast, so there is no need to disclose the budget execution.

(3) Revenue/expenditure and profitability

Item 2020 2019
Financial structure and
solvency
Debt ratio(%) 48.02% 52.55%
Current ratio(%) 330.86% 115.10%
Profitability Return on total assets(%) 3.85% 4.23%
Return on stockholders' equity
(%)
6.41% 7.47%
Profit ratio(%) 14.20% 13.23%
Earningsper share(NT$) $2.53 $2.83

(4) R&D status

The Group is not in the manufacturing business and therefore does not have a dedicated R&D department. In the year 2018, however, the Group engaged in a technology R&D Project for industrial upgrade and innovation coaching, titled “Integrated Radiation Oncology Information Platform – IROIP *note,” hosted by the Industrial Development Bureau, Ministry of Economic Affairs, and accordingly the Group built an information platform that can integrate the Hospital Information System and Oncology Information System of patient treatment. The project has been closed officially in 2020. The products researched and

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developed therefor were also marketed and promoted on the market.

*Note: In response to the need for product marketing and promotion, it has already been renamed as “iROIS.”

II. The 2021 business plan outline

(1) Operation policy

1. Product development strategy

The Group has long been committed to introducing high-end medical equipment and technologies for improvement of the medical standards at home. In recent years, the Group has further engaged in precision medicine and successfully introduced the proton therapy system and MRI linear accelerator to eliminate tumors while protecting normal tissues of the patients; the Group also successfully distributes medical mechanical exoskeletons that have been certified by the EU CE and the US FDA and have entered the three major markets – Europe, the United States, and Japan. This product is expected to help the recovery of spinal cord injury and stroke, thus benefiting the patients in Taiwan.

In the future, the Group will continue the robust distributorship with international medical equipment manufacturers and actively recruit new products through visits to various exhibitions, so as to enrich the product line, for which the existing sales channels will be efficiently performed to bring in further incomes for the Group, achieving a three-win situation among the Group, the patients and the hospitals.

  1. Medical management service guideline

The omnibearing medical management services provided by the Group include the medical site planning, design and construction, the medical equipment installation and testing, departmental management and consulting services, medical technician training, and equipment maintenance services and subsequent upgrade services. The key to the thorough development of medical management services in Taiwan and availability of such services overseas resides in the Group’s professional technical group certified by suppliers. The timely and fine-quality technical support and resilience, as well as the innovative cooperation model, help the Group build its differentiated competitiveness and strengthen the cooperative relationship between the Group and customers/suppliers. In the future, the Group will continue to train its professional team, and also expand the medical services in depth and width to benefit the medical management business development.

  1. Overseas market management

The Group adopts the business model that combines sales and medical management services in China. In addition to introducing high-end medical equipment and instruments to remedy the short supply of medical resources locally, the Group has also established a collaboration model with several large medical institutions in China to help them improve their medical management process and thereby increase their revenues. In the future, we will use the collaborative sites as exhibition points to negotiate for other projects and take the opportunities to learn more about China’s policy trends and market profiles in order to provide more comprehensive and multi-faceted integrated services.

Further, in the Southeast Asian market, the Group has already assisted the first hospital

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affiliated to Mayapada Hospital Group in establishing radiation oncology departments and actually put it into operation for the treatment of cancer patients. In the future, we will continue to provide medical management services, aiming to help Southeast Asian countries improve medical quality and cultivate medical talents.

4. Diversified expansion

The Group is used to noting external environmental changes and market trends proactively. Recently, it has developed different fields based on medical treatment as its main profession, hoping to promote the overall health and well-being of mankind. In order to deal with the upcoming age of big data, the Group has successfully developed the application platform, iROIS, that combines HIS and OIS, and integrated information horizontally to help improve the efficiency of clinical operations and optimize operating procedures. In response to the aging wave, the Group cooperates with the Sakurajyuji Group to deploy the long-term care market in Taiwan and focus on continuous care and advocate preventive medicine, hoping to give a boost to the quality and dignity of the life of the elders at home. In consideration of the rising awareness toward safety and health, the Group steps into the radiation sterilization business, plans to introduce the photon radiation and electro radiation sterilization systems from IBA, a Belgium-based company, in order to drive Taiwan’s sterilization industry to develop toward a safe, high-performance and low-pollution environment.

(2) Expected sales volume and its basis

Main Item Growth Rate Description
Radiation oncology and
neuroscience related equipment
sales
10% Based on the estimated demands and
growth of the market
Rental revenue 5% Based on the current and estimated rentals
Service revenue 30% Based on the estimated sales growth of
equipment
Others 10% Based on the estimated demands and
growth of the market

(3) Key production and marketing policies

1. Full-range product lines in various medical fields

The Group distributes full-range product lines, under the radiation oncology treatment brands including Elekta, PTW Freiburg Gmb (PTW), GE, Ashland, C-RAD, IBA and Klarity Medical, etc.; the neuroscience brands including Elekta, Megin, Leica, Hillrom, IMRIS, Sony, Crownjun, CAScination, Cyberdyne, Medicapture, Microtek Medical and Adventech; the medical imaging brands including Swissray and GE; the ophthalmology brands including Bausch+Lomb, Ellex, Leica, PhysIOL, Wexler, Hillrom (Welch Allyn) and Albomed, etc.; as well as the medical lead glass made by Nippon Electric Glass Co., Ltd. These are all internationally renowned brands with high popularity and market share, which have continued R&D investment to develop new products, new functions and new technologies to initiate the market demands and maintain competitive edges.

  1. Improved omnibearing medical management services

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With the rapid development of technologies, new medical equipment is constantly on the scene, and the demand for new ones is also on the rise. However, most of the new examination and treatment equipment is costly and, as a result, the market for cooperation in medical equipment presents the growth potential. The Group also deepens the development of equipment collaboration to transform it into the omnibearing medical management services, and sets up service locations in Taiwan, China and Indonesia, in order to have the internal technical team provide real-time technical support from installation and maintenance services to equipment upgrading. The leasing program can also be combined with comprehensive services including departmental planning and construction, management consultation and medical technician training. The soft power of equipment and medical technology collaboration provided by the Group is deeply favored by medical institutions, making suppliers’ long-term collaboration with us strongly desirable, as well as more stable and comprehensive partnership with upstream and downstream dealers.

  1. Continued expansion in overseas markets

Again, with the successful experience in Taiwan, the Group has taken the initiative to engage in the medical equipment markets in China and Southeast Asia which present great growth potential in the Asia Pacific region, hoping to enable each cancer patient to take treatment locally as its mission and also help the two markets speed up the popularization of cancer treatment. Presently, subsidiaries have been set up in China and Indonesia. In China, the business model that combines sales and medical management service is taken to gain access to the local medical market, and introduces international medical equipment and Taiwan’s professional experience in medical treatment. The Group also seizes every opportunity by keeping watching the movement of policies and market trends. In Indonesia, the Groups works with Mayapada Hospital Group, a local medical service institution, to continuously promote medical management services to other medical institutions, thus providing the more omnibearing and multi-faceted medical management service for the Indonesian market.

  1. Extension of diversified business entities

The Group believes in that if the business development stops moving forward, it will fall behind. Therefore, in addition to pursuing the main profession’s stable growth, the Group also expects to engage in multi-faceted development and contribute new momentum to the business sustainability. In the recent years, the Group has invested in development of the iROIS and also launched into the long-term care market and high-tech radiation sterilization industry, hoping to continue expanding its business domain to solidify its influence in related areas and lay the foundation for its leadership in integrated medical equipment, technology and service in the Asia-Pacific region.

III. The Company’s future development strategy

  • (1) Short-term business development plan

  • Introducing high-end equipment distributed by it in a business model that combines sales and medical management, to increase the market share of the products in Taiwan; engaging

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in the China market to sell medical equipment and expand professional medical equipment channels’ scale to strengthen the quality of technical services for higher market share in China.

  2. Promoting the iROIS in traditional Chinese developed voluntarily to increase the market share thereof in Taiwan, and also using the best to effort develop different language versions to enable the product to reach overseas markets too.

  3. Continuously training the professional technical team and expanding the medical management services at home and abroad, by providing more timely and sounder services to upgrade the medical service quality, aiming to become the best choice for customers interested in joint ventures for medical businesses, and producing long-term stable revenues for the Group.

  4. Continuously introducing the latest medical equipment and technology, seeking medical products demanded by other medical specialties, and extending the depth and breadth of medical channels, in order to develop diversified sales business and provide more comprehensive and multi-faceted medical technologies and services.
  • (2) Long-term business development plan

    1. Expanding the current business to the Asia-Pacific medical markets as an overall deployment, by integrating upstream and downstream medical resources into a most complete product line and continuously improving high-value-added medical technology and services, so as to strengthen its leading role in the medical management services, and ultimately lay the foundation for its leadership in integrated medical equipment, technology and service in the Asia-Pacific region.

    2. Externally, continuously introducing new competitive products to expand the service channels and increasing strategic partners to achieve economic scale, and internally, effectively simplifying the organizational structure to reduce various administrative costs, and focusing on resources integration to improve business performance and market competitiveness, ultimately continuing to overtake peers in the same trade.

    3. Developing the long-term care business, and focusing on preventive medicine and continuous care, by developing the projects including elderly fitness, day care, elderly-friendly residence and residential institution, in order to reduce the time spent by the elderly in bed and help them enjoy a healthy, independent and pleasant retirement life.

    4. Launching into the radiation sterilization business, introducing the sterilization system researched, developed and manufactured the international renowned brand, IBA, a Belgium-based company, and providing photon radiation and electro radiation sterilization services stressing safety, high-performance and residual free, in order to become the first supplier who adopts the radiation sterilization technology in line with the sustainable utilization principles throughout Taiwan.

  • IV. The impact of external competition environment, regulatory environment, and overall business environment

At present, the domestic high-end or large-scale medical equipment is still mainly imported

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from Europe and the United States. Despite all the distributorship contracts signed with foreign suppliers, the Group’s operations can be affected if any changes to the distributorship happen. In view of this, the Group continues great efforts to create excellent sales performance and train the professional technical team for high-quality services so that the suppliers will rely on our performance and robust partnership will be maintained.

In terms of the regulatory environment, where the medical equipment is more strictly regulated and required to go through layers of reviews as well as inspection and registration required by the Ministry of Health and Welfare, the Group keeps an eye on the changes of enactment to ensure a stable business environment.

With the advent of an aging society in Taiwan, as well as the spread of epidemic diseases around the globe and the increasing medical needs from developing countries, fueled by the growing awareness of hygiene and health, the medical equipment industry is having a sound development environment as a whole. Moreover, the Taiwanese government’s policy to promote the biotechnology industry, along with China’s 13th Five-Year Plan and the Indonesian government’s implementation of the local health insurance system, coupled with the basic needs of livelihood, all make the medical equipment industry less susceptible to the impact of economic volatility, bringing in a generally optimistic outlook, and therefore the potential for further growth is expected. So, in terms of the overall business environment, our attitude is very positive.

Sincerely Yours,

Chairman: Pei-Lin, Lee

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Two. Company Profile

I. Date of Incorporation

Holding company: CHC Healthcare Group (CHC) Registration date: November 27, 2009

II. Company History

  • 1977 Establishment of Chiu Ho Instruments & Reagents Co., Ltd. (the first subsidiary in the group) by Chairman, Pei-Ling Lee, to engage in the sales business of professional medical equipment, and primarily deal with import, sales, installation and maintenance of X-ray-related equipment at the very beginning of establishment.

  • 1983 Distributorship with Tanaka X-ray, a Japanese company, for its medical equipment for the Taiwan market.

  • 1984 Distributorship with IMS for its X-ray equipment and medical X-ray film processor for the Taiwan market.

  • 1985 Exclusive distributorship with Nucletron, a Dutch company, for its radiotherapy equipment for the Taiwan market, entering the field of radiation oncology equipment.

  • 1987 Exclusive distributorship with Villa, an Italian company, for its radiological diagnostic X-ray system for the Taiwan market.

  • Exclusive distributorship with PTW, a German company, for its radiation quality verification system for the Taiwan market.

  • 1995 Exclusive distributorship with SMV, a French company, for its nuclear medicine imaging system for the Taiwan market, entering the field of nuclear medicine imaging equipment.

  • 1997 Exclusive distributorship with Elekta, a Swedish company, for its tumor treatment system for the Taiwan market, and in the same year, hiring Roger, a former senior engineer of Elekta as the chief engineer to build a professional technical team.

  • 1998 Taking the initiative to provide comprehensive medical management services, by assisting Taipei Municipal Wan Fang Hospital with setup of the radiation oncology department.

  • 1999 Inception of the Taichung office.

  • Selling and installing Taiwan’s first Elekta IMRT linear accelerator.

  • 2000 Inception of Chiu Ho Medical System Co., Ltd, responsible for the sales business of radiotherapy equipment.

  • 2003 Inception of the Kaohsiung office.

  • Establishment of Chu Yan Instruments Co., Ltd., responsible for the sales business of dental products.

  • Exclusive distributorship with Yoshida, a Japanese company, for its dental products for the Taiwan market.

  • 2004 Exclusive distributorship with Imaging Sciences Incorporated, an American company, for its 3D dental X-ray tomography imaging system for the Taiwan market.

  • 2006 Establishment of Chiu Ho Scientific Co. Ltd., as the exclusive distributor of Bausch & Lomb for its ophthalmic medical products for the Taiwan market, followed by the setup of the sales and technical teams dedicated to the ophthalmic products, along with the sales network covering the north, center and south of Taiwan.

  • Establishment of Tomorrow Medical System Co., Ltd., dedicated to the sale, leasing and services of medical devices.

  • 2007 Exclusive distributorship with Lumenis for its ophthalmic and dental laser treatment products for the Taiwan market.

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2008 Exclusive distributorship with Leica Surgical Microscope for its operating microscope
products for the Taiwan market.
Exclusive distributorship with Heine, a German company, for its ophthalmic equipment
for the Taiwan market.
2009 Establishment of Cheng Yeh Holdings Co., Ltd., with a capital of NT$ 100,000,
followed by restructuring with other 16 subsidiaries including Chiu Ho Medical System
Co., Ltd., to consolidate marketing efficacy for the Greater China market.
CHC Healthcare Group’s acquisition of 99.98% of the Company’s equity, becoming the
parent company.
Exclusive distributorship with Technolas, a German company, for its excimer lasers and
femtosecond laser systems for the Taiwan market.
2010 Introduction of SAP ERP system to the Group, the first local medical instrument
distributor using SAP R3 system.
Exclusive distributorship with C-RAD, a Swedish company, for the Taiwan market.
2011 Restructuring of the CHC Healthcare Group, with the Group transferring all of its equity
of the Company to the Group’s shareholders.
Establishment of Guangzhou Chiuho Medical System Co., Ltd., a second-tier subsidiary
invested through the overseas subsidiary CHC Healthcare (BVI) Limited.
IPO in September, and listed in October as emerging stock.
Exclusive distributorship with Carestream (Kodak) for its dental imaging system for the
Taiwan market.
Distributorship with Elekta, a Sweden company, for its radiotherapy system in five
provinces of South China.
2012 Cheng Yeh Holdings Co., Ltd. renamed as CHC Healthcare Group.
Establishment of CHC Healthcare (HK) Limited, a second-tier subsidiary invested
through the overseas subsidiary CHC Healthcare (BVI) Limited.
Establishment of J.AB Beauty Co., Ltd. responsible for the sales of dental products.
Listed on the Taiwan Stock Exchange (TWSE) on October 24.
Merger of the subsidiaries Green Medical Management Co., Ltd. and E Century Health
Care Corporation, with the latter as the surviving company.
Merger of the subsidiaries Chiu Ho Instruments & Reagents Co., Ltd., St. Chien Ho
Instruments Co., Ltd. and Hua Lin Instruments Co., Ltd., with the last one as the
surviving company.
Exclusive distributorship with Swissray, a Swiss company, for its digital X-ray imaging
system for the Greater China market.
Exclusive distributorship with Yoshida, a Japanese company, for its dental products for
the Greater China market.
Exclusive distributorship with IBA, a Belgian company, for its proton therapy systems
for the Taiwan market.
2013 Merger of the subsidiaries Fong-Lin Medical System Co., Ltd. and Tong-Lin Instrument
Co., Ltd., with the latter as the surviving company.
Merger of the subsidiaries Tung Ying Biotech Co., Ltd. and E Century Health Care
Corporation, with the latter as the surviving company.
Establishment of Chiu Ho (CHINA) Medical Technology Co., Ltd., a second-tier
subsidiary invested through the overseas subsidiary CHC Healthcare (BVI) Limited.
Merger of the subsidiaries Chiu Ho Medical System Co., Ltd. and Chu Yan Instruments
Co., Ltd., with the former as the surviving company.
Exclusive distributorship with Croma Gesellschaft m.b.H., an Austrian company, for its
artificial intraocular lenses and vitreous for the Taiwan market.

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Exclusive distributorship with Ellex, an Australian company, for its ophthalmic laser products for the Taiwan market.

  • Distributorship with GE, a US company, for the diagnostic imaging and molecular medical systems.

  • 2014 Activation of the comprehensive medical management services in China. Exclusive distributorship with Novadaq, a Canadian company, for the intraoperative image-guided system for the Greater China market.

  • 2015 Acquisition of 100% equity of Shih-Lu Co., Ltd. by the subsidiary Medlink Healthcare Limited for the business needs to expand medical channels. Board resolution on split-off and assignment of the subsidiaries Shih-Lu Co., Ltd. and Hsing-Yeh Biotechnology Co., Ltd. in response to internal restructuring and management needs.

  • 2016 Sales agreement signed between the subsidiary Chiu Ho Medical System Co., Ltd. and Changhua Christian Hospital for proton therapy systems, which will be of great benefit to facilitate the subsidiary’s business expansion. Board resolution to dissolve the subsidiary Shih-Lu Co., Ltd. for the Group’s investment restructuring and resource integration. Exclusive distributorship with PhysIOL, a Belgian company, for its artificial intraocular lens for the Taiwan market.

  • 2017 Cooperation agreement signed between the subsidiary Tomorrow Medical System Co., Ltd., Taipei Medical University and Taipei Medical University Hospital for the proton therapy systems and related technical services, which will be of great benefit to facilitate the subsidiary’s business expansion. Liquidation of Shih-Lu Co., Ltd. completed in response to the Group’s business planning to reduce the number of controlled companies. Co-host “International Elderly Care Industry Leaders Forum” with Institute for Biotechnology and Medicine Industry.

  • 2018 Board resolution to dissolve the subsidiary J.AB Beauty Co., Ltd. in response to the Group’s business planning to reduce the number of controlled companies. Establishment of Neusoft CHC Medical Service Co., Ltd., added to the list of controlled companies for the development in the China market. Establishment of SenCare Healthcare Company, added to the list of controlled companies for the expansion into the elderly care business. First certification of ISO 9001 Quality Management System and OHSAS 18001 Occupational Health and Safety Management System. Exclusive distributorship with Crownjun, a Japanese company, for its surgical sutures and instruments for the Taiwan Market.

  • Exclusive distributorship with Sony, a Japanese company, for its integrated medical imaging equipment for the Taiwan market.

  • Exclusive distributorship with CAScination, a Swiss company, for its stereotactic navigation system for the Taiwan market.

  • 2019 Merger of the subsidiaries Chiu Ho Scientific Co., Ltd. and Ho-Shin Instruments Co., Ltd., with the former as the surviving company. Establishment of PT. CHC MEDIKA INDONESIA, added to the list of controlled companies for the development in the Indonesian market. Activation of the comprehensive medical management services in Indonesia. Establishment of CHC Long-Term Care Corporation , added to the list of controlled companies to engage in long-term care service institutions. Exclusive distributorship with Cyberdyne, a Japanese company, for its full range of

-9-

HAL[®] products in the Taiwan market. Exclusive distributorship with Hillrom, a US company, for its operating room products and Welch Allyn product line for the Taiwan market. Exclusive distributorship with Albomed, a German company, for its artificial vitreous for the Taiwan market. 2020 The proposal of the subsidiary Shin-Ho Instruments Co., Ltd. for the investment in sterilization business was reviewed and approved at the Session of the Review Conference held by the Science Park of the Ministry of Science and Technology. Exclusive distributorship with Advantech, a Taiwanese company, for its medical surgery-related products for the Taiwan market. 2021 First certification of ISO 45001 Occupational Health and Safety Management System.

-10-

Three. Corporate Governance Report

I. Organization

(1) Corporate structure

==> picture [652 x 447] intentionally omitted <==

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

Shareholders’
Meeting
Board of
Directors
Audit Audit Office Compensation Corporate
Committee Committee Social
Chairman
Responsibility
Committee
Vice
Chairman
Chairman
Office
General
Manager
Chief Chief Chief Chief Human
Investment Operating Financial Resource
Officer Officer Officer Officer
Sales Business Technology
Group Business Group
Dept. Dept. Dept. Dept. Dept. Dept. Dept. Dept. Dept. Dept.
Human
Neuroscience Oncology& Radiation Service Dept. Technical Marketing Technology Information Accounting Finance & Resource& Legal Affairs
Venture Capital Ophthalmology Imaging System Administration General affairs
----- End of picture text -----

-11-

(2) Department operations

CHC Healthcare Group is operated in conjunction with more than ten subsidiaries at home and abroad. The Company aggregately supports the subsidiaries with logistic resources and, with the resources sharing and integration through the corporate platform, the management performance in enhanced. Meanwhile, CHC Healthcare Holding is charged to centrally controlls and supervises the subsidiaries for a higher operational efficacy. The Holding company is also responsible for the external capital market, investor relations and relevant financing matters.

Department Main Functions
Audit Office Planning, implementation and revision of internal control system.
Formulation and implementation of annual audit plan.
Formulation and implementation of unit self-inspection plan.
Other matters that are enforced in accordance with the law.
Chairman Office Establish and maintain relations with investors and legal persons,
visitor reception, and news event handling and tracking.
Legal Affairs Dept. Reviewing contracts, providing legal advice, handling legal
proceedings, and compliance.
HR & General Affairs
Dept.
Planning and execution of human resources, recruitment, and
training.
General affairs.
Domestic procurement projects and purchase of important parts and
consumables, and bargaining.
Administration Dept. Administrative supports.
Overseas procurement projects and purchase of important parts and
consumables, and bargaining.
Apply to the Ministry of Health and Welfare for QSD and product
licenses of foreign medical equipment suppliers to ensure that the
products are imported and installed in compliance with relevant
domestic regulations.
Finance & Accounting
Dept.
Planning and execution of corporate financial management and
funding.
Accounting work
Tax work.
Planning and consolidation of annual budget.
Planning and execution of investment work.
Customer credit checking and credit risk management.
Planning of shareholders’equity.
Information Technology
Dept.
Planning and construction of the overall information system
framework throughout the Company, secured control over data
safety, supervision and review on procedures, and continued
improvement of software/hardware of the Company’s information
system.
Marketing Dept. Responsible for product marketing advertisements, circulation of
product catalog and support of sales units’marketing activities.
Technical Service Dept. Helping customers with equipment setup and training.
Inspection and maintenance of equipment.

-12-

Department Main Functions
Radiation Oncology &
Imaging System Dept.
Business promotion, development of market, sale of product, and
customer service.
Neuroscience Dept. Business promotion, development of market, sale of product, and
customer service.
Helping customers with equipment setup and training.
Inspection and maintenance of equipment.
Ophthalmology Dept. Business promotion, development of market, sale of product, and
customer service.
Helping customers with equipment setup and training.
Inspection and maintenance of equipment.
Venture Capital Dept. Overseas/domestic business development.

-13-

II. Directors, Supervisors and Management Team

(1) Directors and supervisors

1. Personal Profiles

II. Directors, Supervisors and Management Team
(1) Directors and supervisors
1. Personal Profiles
II. Directors, Supervisors and Management Team
(1) Directors and supervisors
1. Personal Profiles
II. Directors, Supervisors and Management Team
(1) Directors and supervisors
1. Personal Profiles
II. Directors, Supervisors and Management Team
(1) Directors and supervisors
1. Personal Profiles
II. Directors, Supervisors and Management Team
(1) Directors and supervisors
1. Personal Profiles
II. Directors, Supervisors and Management Team
(1) Directors and supervisors
1. Personal Profiles
II. Directors, Supervisors and Management Team
(1) Directors and supervisors
1. Personal Profiles
April 18,2021 Unit: share
Title Nationality/
Place of
Incorporation
Name Gender Date
Elected

Term
(Years)
Date
First
Elected
Shareholding when
Elected
Current Shareholding Spouse & Minor
Shareholding
Shareholding by
Nominee
Arrangement
Experience(Education) Other Position Executives, Directors or
Supervisors Who are Spouses
or within Two Degrees of
Kinship
Shares Shares Shares Shares Title Name Relation
Director British
Virgin
Islands
Princeton
Healthcare
Limited
2020.
06.12
3 years 2012.
01.06
28,257,983 19.95% 28,257,983 17.97% 0 0 0 0 N/A N/A N/A N/A N/A
Representative
of a Juristic
Person Director /
Chairman
ROC Representative
of Princeton
Healthcare
Limited:
Pei-Lin, Lee
M 2020.
06.12
3 years 2009.
11.25
(note 2)
5,682,151 4.01% 5,682,151 3.61% 2,862,808 1.82% 28,257,983
(note 3)
17.97% Department of Medical Imaging and
Radiological Science, Central Taiwan
University of Science and Technology
(originally known as Department of
Radiological Technology , ChungTai
Junior College)
MBA, Pacific Western University
Department of Medical Imaging
(originally known as Department of
Radiology),
National Taiwan University Hospital
Honorary Doctorate, Central Taiwan
University of Science and Technology
Chairman/Director/Representative of
juristic-person director of subsidiaries
and indirect subsidiaries of CHC
Healthcare Group
Chairman, Princeton Healthcare
Limited
Chairman, Meditron Group Limited
Chairman, CHC Healthcare Group
Director, SMTH AG
Director, Swissray Medical AG
Director, Swissray International Inc.
Chairman, AESolution Biomedical
Co., Ltd.
Director, He-Sheng Limited
Director, CHIEN-LIN Limited
Chairman/Representative of
juristic-person director, S&S
Healthcare Holding Ltd.
Chairman, Central Taiwan University
of Science and Technology
Representative of juristic-person
director, Cheng-Hsin Biotechnology
Co.,Ltd.
Vice
Chairman
Tien-Yi
ng, Lee
Father
and Son
Vice Chairman ROC Tien-Ying, Lee M 2020.
06.12
3 years 2009.
11.25
9,017,985 6.37% 9,413,985 5.99% 31,000 0.02% 0 0 School of Medicine, China Medical
University
A Pass on Exams for Doctors Held by
Ministry of Examination
Resident, Department of Medicine,
Mackay Memorial Hospital
Chief Resident, Division of General
Medicine / Division of Infectious
Diseases, Mackay Memorial Hospital
Chairman/Director/Representative of
juristic-person Supervisor of
subsidiaries of CHC Healthcare
Group
Director, CHC Healthcare Group
Chairman, Butterfield Management
Group Limited
Chairman, SMTH AG
Chairman, Swissray Medical AG
Chairman, Swissray International Inc.
Supervisor, AESolution Biomedical
Co., Ltd.
Representative of Juristic-person
Chairman/General Manager, Swissray
Asia Healthcare Co., Ltd.
Chief Operating
Officer/Representative of
juristic-person director, S&S
Healthcare Holding Ltd.
Superintendent, YeeZen General
Hospital
Director, Swissray Healthcare
Holding (H.K.) Limited
Representative of juristic-person
director, Cheng-Hsin Biotechnology
Co., Ltd.
Chairman, Shin Shin Healthcare Co.,
Ltd.
Chairman Pei-Lin
Lee
Father
and Son

-14-

Title Nationality/
Place of
Incorporation
Name Gender Date
Elected

Term
(Years)
Date
First
Elected
Shareholding when
Elected
Shareholding when
Elected
Current Shareholding Current Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding by
Nominee
Arrangement
Shareholding by
Nominee
Arrangement
Experience(Education) Other Position Executives, Directors or
Supervisors Who are Spouses
or within Two Degrees of
Kinship
Executives, Directors or
Supervisors Who are Spouses
or within Two Degrees of
Kinship
Executives, Directors or
Supervisors Who are Spouses
or within Two Degrees of
Kinship
Shares Shares Shares Shares Title Name Relation
Director ROC Chun-Shung,
Huang
M 2020.
06.12
3 years 2012
01.06
0 0 0 0 0 0 0 0 School of Medicine, Kaohsiung
Medical University (originally known
as Kaohsiung Medical College )
A Pass on Exams for Doctors Held by
Ministry of Examination
Specialist, Department of
Orthopaedics
President, Childhood Burn
Foundation of The Republic of China
President, Hospice Foundation of
Taiwan
Director, Taiwan Medical Center
Association
Director, Taiwan Orthopaedic
Association
Superintendent, Mackay Memorial
Hospital
President, Mackay Memorial Hospital
Superintendent, Jen Ching Memorial
Hospital
Director, Kimma Foundation
Honorary Physician and Consultant,
Mackay Memorial Hospital
Attending Physician, Department of
Orthopaedics, Changhua Christian
Hospital
Head Consultant / Physician,
Department of Orthopaedics, YeeZen
General Hospital
N/A N/A N/A
Juristic-person
director
ROC Yen-Hsin
Investment Ltd.

2020.
06.12
3 years 2014.
06.17
177,262 0.13% 177,262 0.11% 0 0 0 0 N/A Director, Sunengine Co.,
Ltd./Feng-Shin Venture Capital Co.,
Ltd.
N/A N/A N/A
Representative of
a Juristic Person
Director
ROC Representative
of Yen-Hsin
Investment
Ltd.:
Yung-Shun,
Chuang
M 2020.
06.12
3 years 2014.
06.17
423,108 0.30% 423,108 0.27% 0 0 0 0 EMBA, National Taiwan University
President, AAEON Technology Inc.
Representative of juristic-person
director and Chairman, AAEON
Technology Inc./Onyx Healthcare
Inc./Yan-You Investment
Inc./AAEON Technology (Su Zhou)
Inc./Chang-Yang Technology
Inc/Onyx Healthcare (Shanghai) Inc.
Chairman, Yen-Hsin Investment
Ltd./Fu-Li Investment Inc./Everfocus
Electronics Corp.
Independent Director, Top Union
Electronics Corp.
Director, AAEON
Foundation/Litemax Electronics
Inc./King Core Electronics
Inc./ATECH OEM INC./Allied
Biotech Corp./ONYX Healthcare
USA, Inc./ONYX Healthcare Europe
B.V./AAEON Electronics
Inc./AAEON TECHNOLOGY
(Europe) B.V./AAEON
TECHNOLOGY GMBH/Litemax
Technology Inc./Mcfees Group
Inc./AAEON TECHNOLOGY
SINGAPORE PTE LTD./Qiye
Electron (Dongguan) Ltd./Danyang
Qiye Technology Co.,
Ltd./MACHVISION
Inc./MACHVISION (Dongguan) Inc
Co., Ltd.
Representative of juristic-person
director, Xac Automation
Corp./Taiyong Electron (Suzhou)
Corp./Taipei Tech Star Venture
Capital Co., Ltd./Feng-Shin Venture
Capital Co.,Ltd./Allied Oriental
N/A N/A N/A

-15-

Title Nationality/
Place of
Incorporation
Name Gender Date
Elected

Term
(Years)
Date
First
Elected
Shareholding when
Elected
Shareholding when
Elected
Current Shareholding Current Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding by
Nominee
Arrangement
Shareholding by
Nominee
Arrangement
Experience(Education) Other Position Executives, Directors or
Supervisors Who are Spouses
or within Two Degrees of
Kinship
Executives, Directors or
Supervisors Who are Spouses
or within Two Degrees of
Kinship
Executives, Directors or
Supervisors Who are Spouses
or within Two Degrees of
Kinship
Shares Shares Shares Shares Title Name Relation
International Ltd./Yibao Zhiren
Inc./Sunengine Co., Ltd./Winmate
Communication Inc./Ibase
TechnologyInc.
Independent
Director
ROC Gui-Duan,
Chen
M 2020.
06.12
3 years 2012.
01.06
0 0 0 0 0 0 0 0 PhD in Economic Law, Graduate
School, China University
of Political Science and Law
Master, Graduate Institute of Public
Finance, National
Chengchi University
CPA License holder
Chair, Department of Accounting,
Feng Chia University
Chair, Corporate Governance
Research Center
Legislative assistant, Budget Center,
Legislative Yuan,
Republic of China (Taiwan)
Standing Directors, Taiwan CPA
Association
Adjunct Professor, Department of
Accounting, Feng Chia University
CPA, EnWise CPAs & Co.
Arbitrator, Chinese Arbitration
Association
Director, Swancor Holding Co., Ltd.
Independent Director, Lee Chi
Enterprises Co., Ltd.
Independent, Chumpower Machinery
Corporation
N/A N/A N/A
Independent
Director
ROC Chang-Jian, Ho
M
2020.
06.12
3 years 2012.
01.06
0 0 0 0 0 0 0 0 School of Chinese Medicine, China
Medical
University (originally known as
China Medical College)
A Pass on Exams for Doctors Held by
Ministry of Examination
Certification specialist, department of
radiology
Certification specialist, department of
geriatrics and gerontology
Resident / Chief Resident / Attending
Physician /
Director, Department of Radiology,
Heping Fuyou Branch, Taipei
City Hospital (originally known
as Taipei Municipal Hoping Hospital)
Adjunct Director, Engineering Affairs
Office, Heping
Fuyou Branch, Taipei City
Hospital (originally known as Taipei
Municipal Hoping Hospital)
Adjunct Attending Physician,
Department of Medical
Imaging (originally known as
Department of Radiology), National
TaiwanUniversityHospital
Special Physician, Heping Fuyou
Branch, Taipei City Hospital
N/A N/A N/A
Independent
Director
ROC Geng-Wang,
Laiw
M 2020.
06.12
3 years 2014.
06.17
0 0 0 0 0 0 0 0 Master, Department of Health
Services Administration,
China Medical University
School of Medicine, China Medical
University
A Pass on Exams for Doctors Held by
Ministry of Examination
Certification specialist, department of
emergency medicine
Resident / Attending Physician,
Department of
Emergency Medicine, China
Medical UniversityHospital
Vice Superintendent, YeeZen General
Hospital
N/A N/A N/A

-16-

Title Nationality/
Place of
Incorporation
Name Gender Date
Elected

Term
(Years)
Date
First
Elected
Shareholding when
Elected
Shareholding when
Elected
Current Shareholding Current Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding by
Nominee
Arrangement
Shareholding by
Nominee
Arrangement
Experience(Education) Other Position Executives, Directors or
Supervisors Who are Spouses
or within Two Degrees of
Kinship
Executives, Directors or
Supervisors Who are Spouses
or within Two Degrees of
Kinship
Executives, Directors or
Supervisors Who are Spouses
or within Two Degrees of
Kinship
Shares Shares Shares Shares Title Name Relation
Resident, Department of Medicine,
Taichung Hospital,
Ministry of Health and Welfare
(originally known as Taichung
Hospital)
Attending Physician, Department of
Emergency Medicine, Taichung Tzu
Chi Hospital, Buddhist Tzu Chi
Medical Foundation

Note 1: The date of appointment of the directors and supervisors as of the date of the annual report; the current directors were elected and appointed on June 12, 2020, the same date as shares held at the time of appointment. Note 2: The date Pei-Lin Lee as a natural person was first elected as the director and chairman of the Company.

Note 3: As Chairman Pei-Lin Lee held more than 50% of Princeton Healthcare Limited, the shares of the Company held by Princeton Healthcare Limited were listed as shares held by Chairman Pei-Lin Lee in the name of others.

Note 4: If the Chairman of the Company and the General Manager or equivalent (top manager) are the same person, spouse or relatives of one degree of kinship, explain the reasons, rationality, necessity and corresponding measures (e.g. increasing the number of independent directors, and there should be more than half of the directors who are not employees or managers, etc.): the current General Manager and Chairman of the Company are the same person, because no qualified professional manager can hold the position after the former General Manager leaves office. In order not to affect the normal operation of the Company, the post of general manager is concurrently held by the Chairman who has been working in the medical industry for more than 40 years. Being in a special industry which has a relatively high entry barrier and requires medical expertise, relational networks and the concept of international market, the company is actively seeking for such talent while promoting elite talent training programs internally, with a view to find a qualified general manager as soon as possible.

-17-

April 18, 2021

2. Major shareholders of the institutional shareholders

Name of Institutional Major Shareholders Shareholders Pei-Lin Lee (75.2%), Su-Ching Chen (17.3%), Tien-Ying, Lee Princeton Healthcare Limited - (6.4%), Tzu Lan, Tung (1.1%) Yung-Shun Chuang (99.9%), Fu-Giun Chuang(0.04%) 、 Fu-Jie Yen-Hsin Investment Ltd. Chuang (0.04%)、Hui-Mei Huang (0.02%)

3. Major shareholders of the Company’s major institutional shareholders N/A

4. Professional qualifications and independence analysis of directors and supervisors


Yen-Hsin Investment Ltd.
Yung-Shun Chuang (99.9%), Fu-Giun Chuang(0.04%)、Fu-Jie
Chuang (0.04%)、Hui-Mei Huang (0.02%)
3. Major shareholders of the Company’s major institutional shareholders
N/A
4. Professional qualifications and independence analysis of directors and supervisors

Yen-Hsin Investment Ltd.
Yung-Shun Chuang (99.9%), Fu-Giun Chuang(0.04%)、Fu-Jie
Chuang (0.04%)、Hui-Mei Huang (0.02%)
3. Major shareholders of the Company’s major institutional shareholders
N/A
4. Professional qualifications and independence analysis of directors and supervisors

Yen-Hsin Investment Ltd.
Yung-Shun Chuang (99.9%), Fu-Giun Chuang(0.04%)、Fu-Jie
Chuang (0.04%)、Hui-Mei Huang (0.02%)
3. Major shareholders of the Company’s major institutional shareholders
N/A
4. Professional qualifications and independence analysis of directors and supervisors

Yen-Hsin Investment Ltd.
Yung-Shun Chuang (99.9%), Fu-Giun Chuang(0.04%)、Fu-Jie
Chuang (0.04%)、Hui-Mei Huang (0.02%)
3. Major shareholders of the Company’s major institutional shareholders
N/A
4. Professional qualifications and independence analysis of directors and supervisors

Yen-Hsin Investment Ltd.
Yung-Shun Chuang (99.9%), Fu-Giun Chuang(0.04%)、Fu-Jie
Chuang (0.04%)、Hui-Mei Huang (0.02%)
3. Major shareholders of the Company’s major institutional shareholders
N/A
4. Professional qualifications and independence analysis of directors and supervisors

Yen-Hsin Investment Ltd.
Yung-Shun Chuang (99.9%), Fu-Giun Chuang(0.04%)、Fu-Jie
Chuang (0.04%)、Hui-Mei Huang (0.02%)
3. Major shareholders of the Company’s major institutional shareholders
N/A
4. Professional qualifications and independence analysis of directors and supervisors

Yen-Hsin Investment Ltd.
Yung-Shun Chuang (99.9%), Fu-Giun Chuang(0.04%)、Fu-Jie
Chuang (0.04%)、Hui-Mei Huang (0.02%)
3. Major shareholders of the Company’s major institutional shareholders
N/A
4. Professional qualifications and independence analysis of directors and supervisors

Yen-Hsin Investment Ltd.
Yung-Shun Chuang (99.9%), Fu-Giun Chuang(0.04%)、Fu-Jie
Chuang (0.04%)、Hui-Mei Huang (0.02%)
3. Major shareholders of the Company’s major institutional shareholders
N/A
4. Professional qualifications and independence analysis of directors and supervisors

Yen-Hsin Investment Ltd.
Yung-Shun Chuang (99.9%), Fu-Giun Chuang(0.04%)、Fu-Jie
Chuang (0.04%)、Hui-Mei Huang (0.02%)
3. Major shareholders of the Company’s major institutional shareholders
N/A
4. Professional qualifications and independence analysis of directors and supervisors

Yen-Hsin Investment Ltd.
Yung-Shun Chuang (99.9%), Fu-Giun Chuang(0.04%)、Fu-Jie
Chuang (0.04%)、Hui-Mei Huang (0.02%)
3. Major shareholders of the Company’s major institutional shareholders
N/A
4. Professional qualifications and independence analysis of directors and supervisors

Yen-Hsin Investment Ltd.
Yung-Shun Chuang (99.9%), Fu-Giun Chuang(0.04%)、Fu-Jie
Chuang (0.04%)、Hui-Mei Huang (0.02%)
3. Major shareholders of the Company’s major institutional shareholders
N/A
4. Professional qualifications and independence analysis of directors and supervisors

Yen-Hsin Investment Ltd.
Yung-Shun Chuang (99.9%), Fu-Giun Chuang(0.04%)、Fu-Jie
Chuang (0.04%)、Hui-Mei Huang (0.02%)
3. Major shareholders of the Company’s major institutional shareholders
N/A
4. Professional qualifications and independence analysis of directors and supervisors

Yen-Hsin Investment Ltd.
Yung-Shun Chuang (99.9%), Fu-Giun Chuang(0.04%)、Fu-Jie
Chuang (0.04%)、Hui-Mei Huang (0.02%)
3. Major shareholders of the Company’s major institutional shareholders
N/A
4. Professional qualifications and independence analysis of directors and supervisors

Yen-Hsin Investment Ltd.
Yung-Shun Chuang (99.9%), Fu-Giun Chuang(0.04%)、Fu-Jie
Chuang (0.04%)、Hui-Mei Huang (0.02%)
3. Major shareholders of the Company’s major institutional shareholders
N/A
4. Professional qualifications and independence analysis of directors and supervisors

Yen-Hsin Investment Ltd.
Yung-Shun Chuang (99.9%), Fu-Giun Chuang(0.04%)、Fu-Jie
Chuang (0.04%)、Hui-Mei Huang (0.02%)
3. Major shareholders of the Company’s major institutional shareholders
N/A
4. Professional qualifications and independence analysis of directors and supervisors

Yen-Hsin Investment Ltd.
Yung-Shun Chuang (99.9%), Fu-Giun Chuang(0.04%)、Fu-Jie
Chuang (0.04%)、Hui-Mei Huang (0.02%)
3. Major shareholders of the Company’s major institutional shareholders
N/A
4. Professional qualifications and independence analysis of directors and supervisors

Yen-Hsin Investment Ltd.
Yung-Shun Chuang (99.9%), Fu-Giun Chuang(0.04%)、Fu-Jie
Chuang (0.04%)、Hui-Mei Huang (0.02%)
3. Major shareholders of the Company’s major institutional shareholders
N/A
4. Professional qualifications and independence analysis of directors and supervisors
April 18,2021
Criteria
Name
Meet One of the Following Professional
Qualification Requirements, Together with at
Least Five Years Work Experience
Independence Criteria(Note)
Number of
Other Public
Companies
in Which the
Individual is
Concurrentl
y Serving as
an
Independent
Director
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
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
Have Work
Experience in the
Areas of Commerce,
Law, Finance, or
Accounting, or
Otherwise
Necessary for the
Business of the
Company
1 2 3 4 5 6 7 8 9 10 11 12
Princeton
Healthcare
Limited legal
representative:
Pei-Lin Lee


   

0
Tien-Ying,
Lee


   
 
0
Yen-Hsin
Investment
Ltd. legal
representative:
Yung-Shun
Chuang

          
1
Chun-Shung
Huang



           
0
Gui-Duan
Chen



           
2
Chang-Jian
Ho


           
0
Geng-Wang
Laiw


           
0
Criteria
Name

Meet One of the Following Professional
Qualification Requirements, Together with at
Least Five Years Work Experience
Independence Criteria(Note) Number of
Other Public
Companies
in Which the
Individual is
Concurrentl
y Serving as
an
Independent
Director

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


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

Have Work
Experience in the
Areas of Commerce,
Law, Finance, or
Accounting, or
Otherwise
Necessary for the
Business of the
Company
1 2 3 4 5 6 7 8 9 10 11 12
Princeton
Healthcare
Limited legal
representative:
Pei-Lin Lee
0
Tien-Ying,
Lee
0
Yen-Hsin
Investment
Ltd. legal
representative:
Yung-Shun
Chuang
1
Chun-Shung
Huang
0

Gui-Duan
Chen
2
Chang-Jian
Ho
0
Geng-Wang
Laiw
0

Note: If the directors and supervisors meet the following conditions within two years before and during their tenure of office, place a "  " mark in the space below each condition code.

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

(2) Not a director or supervisor of the Company or any of its affiliates. Not applicable in cases where the person is concurrently the independent director as appointed by the Company, its parent company, or any subsidiary of the same parent company in accordance with the Act or the laws of the country of the parent company or subsidiary.

(3) 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 1% or more of the total number of outstanding shares of the Company or ranks in the top 10 in holdings.

(4) Not a spouse, within a second-degree relative or within a third-degree direct blood relative of the managers listed in (1) or persons listed in (2) and (3).

(5) Not a director, supervisor, or employee of a corporate shareholder who directly holds 5% or more of the total number of outstanding shares of the Company or who holds shares ranking in the top five holdings, or any of its affiliates, or who is appointed as the Company's

-18-

director or supervisor in accordance with Paragraph 1 or 2, Article 27 of the Company Law. Not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.

  • (6) Not a director of the Company or a director, supervisor or employee of any other company of which more than 50% of the voting shares are controlled by the some one person. Not applicable in cases where the person is concurrently the independent director as appointed by the Company, its parent company, or any subsidiary of the same parent company in accordance with the Act or the laws of the country of the parent company or subsidiary.

  • (7) Not a director, supervisor or employee of any other company or institution who is concurrently the Chairman, General Manager or someone holding the equivalent position of the Company or the spouse of any of them. Not applicable in cases where the person is concurrently the independent director as appointed by the Company, its parent company, or any subsidiary of the same parent company in accordance with the Act or the laws of the country of the parent company or subsidiary.

  • (8) Not a director or supervisor of a particular company who has business transaction or financial transaction with the Company or a shareholder with more than 5% of that company's shares. Not applicable in cases where a particular company or institution holds 20% or more (no more than 50%) of the Company’s shares, and the person is an independent director of the Company, its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.

  • (9) Not a commercial, legal, financial or accounting professional or a owner, partner, director, supervisor, manager or their spouse of a sole proprietorship, partnership, or corporate institution that provides the Company and its affiliates with auditing services or has a cumulative income of no more than NT$ 500 thousand in the last two years. However, it is not applicable to the members of the Compensation Committee, the Public Acquisition Review Committee, or Mergers and Acquisitions Special Committee performing their duties in accordance with the relevant laws and regulations of the Securities Exchange Act or the Business Mergers Acquisitions Act.

  • (10) Not having a marital relationship, or a relative within the second degree of kinship to any other director of the Company.

  • (11) Not been a person of any conditions defined in Article 30 of the Company Law.

  • (12) Not a governmental, juridical person or its representative as defined in Article 27 of the Company Law.

-19-

(2) Management Team

(2) Management Team (2) Management Team (2) Management Team (2) Management Team (2) Management Team
April 18,2021 Unit:Share
Title Nationality
Name
Gender
Date
Effective
Shareholding Spouse & Minor
Shareholding
Shareholding Experience(Education) Other Position Managers who are Spouses or
Within Two Degrees of
Kinship
Remark
Shares Shares Shares Title Name Relation
General
Manager
ROC Pei-Lin
Lee
M 2018.07.31 5,682,151 3.61%% 2,862,808 1.82% 28,257,983 17.97% Department of Medical Imaging and
Radiological Science, Central Taiwan
University of Science and Technology
(originally known as Department
of Radiological Technology ,
ChungTai Junior College)
MBA, Pacific Western University
Department of Medical Imaging
(originally known as Department
of Radiology), National Taiwan
University Hospital
Honorary Doctorate, Central Taiwan
University of Science and Technology
Chairman/Director/Representative of
juristic-person director of subsidiaries and
indirect subsidiaries of CHC Healthcare
Group
Chairman, Princeton Healthcare Limited
Chairman, Meditron Group Limited
Chairman, CHC Healthcare Group
Director, SMTH AG
Director, Swissray Medical AG
Director, Swissray International Inc.
Chairman, AESolution Biomedical Co.,
Ltd.
Director, He-Sheng Limited
Director, CHIEN-LIN Limited
Chairman/Representative of juristic-person
director, S&S Healthcare Holding Ltd.
Chairman, Central Taiwan University of
Science and Technology
Representative of juristic-person director,
Cheng-Hsin Biotechnology Co.,Ltd.
Vice
President,
Overseas
Business
Group
Tien-Ying,
Lee

Father
and son
(Note 2)
Vice President,
Overseas
Business Group
ROC Tien-Ying,
Lee
(Note 1)

M
2020.01.01 9,413,985 5.99% 31,000 0.02% 0 0 School of Medicine, China Medical
University
A Pass on Exams for Doctors Held by
Ministry of Examination
Resident, Department of Medicine,
Mackay Memorial Hospital
Chief Resident, Division of General
Medicine / Division of Infectious
Diseases, Mackay Memorial Hospital
Pass
Chairman/Director/Representative of
juristic-person Supervisor of subsidiaries of
CHC Healthcare Group
Director, CHC Healthcare Group
Chairman, Butterfield Management Group
Limited
Chairman, SMTH AG
Chairman, Swissray Medical AG
Chairman, Swissray International Inc.
Supervisor, AESolution Biomedical Co.,
Ltd.
Representative of Juristic-person
Chairman/General Manager, Swissray Asia
Healthcare Co., Ltd.
Chief Operating Officer/Representative of
juristic-person director, S&S Healthcare
Holding Ltd.
Superintendent, YeeZen General Hospital
Director, Swissray Healthcare Holding
(H.K.) Limited
Representative of juristic-person director,
Cheng-Hsin Biotechnology Co., Ltd.
Chairman,Shin Shin Healthcare Co.,Ltd.
General
Manager
Pei-Lin,
Lee
Father
and son

-20-

Title Nationality
Name
Gender
Date
Effective
Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding Shareholding Experience(Education) Other Position Managers who are Spouses or
Within Two Degrees of
Kinship
Managers who are Spouses or
Within Two Degrees of
Kinship
Managers who are Spouses or
Within Two Degrees of
Kinship
Remark
Shares Shares Shares Title Name Relation
Chief Executive
Officer,
Oncology
Business Group
ROC Yee-Min
Jen
M 2014.05.16
29,000
0.02% 0 0 0 0 M76, School of Medicine, National
Defense Medical Center
PhD in Oncology, University
of Manchester
Specialist in Radiation Oncology
Specialist, Taiwan Academy of Hospice
Palliative Medicine
Resident / Chief Resident / Physician /
Division Chief-Radiation Physics /
Division Chief-Radiation Therapy /
Director; Department of Radiation
Oncology, Tri-Service General Hospital
Associate Professor / Professor;
Radiation Oncology Discipline,
National Defense Medical Center
Member of Cancer Committee and
Director of Group for Quality
Management , Tri-Service General
Hospital
Director, OSCE, Tri-Service General
Hospital
Associate Chair, School of Medicine,
National Defense Medical Center
Department of Health and welfare
Cancer Quality Certification Survey
Committee
Director, Taiwan Society for
TherapeuticRadiology and Oncology
Attending Physician, Dept. of Radiation
Oncology / Vice Superintendent, YeeZen
General Hospital
Adjunct Attending Physician, Dept. of
Radiation Oncology, Tri-Service General
Hospital)
Adjunct Professor; National Defense
Medical Center
Director, Cardinal Tien Hospital
N/A N/A N/A
COO ROC Ming-Lun
Lee
M 2011.01.01 102,250 0.07% 0 0 0 0 Department of Mechanical Engineering,
National Taipei University of
Technology
Representative of juristic-person director of
subsidiaries of CHC Healthcare Group
Director, AESolution Biomedical Co., Ltd.
Supervisor, Cheng-Hsin Biotechnology Co.,
Ltd.


N/A
N/A N/A
CFO ROC Yi-Chun
Chen
F 2011.02.01
35,000
0.02% 0 0 0 0 Department of Accounting, Fu Jen
Catholic University
Assistant Vice President,
PricewaterhouseCoopers (PwC) Taiwan
Representative of juristic-person Director,
representative of juristic-person Supervisor,
Director and Supervisor of subsidiaries of
CHC Healthcare Group
Director,AESolution Biomedical Co.,Ltd.



N/A
N/A N/A

Note:1 :In response to the Group’s restructuring, Vice President of Overseas Business Dept., Tien-Ying, Lee, was discharged on March 19, 2021.

Note 2: If the General Manager or equivalent (top manager) and the Chairman are the same person, spouse or relatives of one degree of kinship, disclose the reasons, rationality, necessity and corresponding measures (e.g. increasing the number of independent directors, and there should be more than half of the directors who are not employees or managers, etc.): the current General Manager and Chairman of the Company are the same person, because no qualified professional manager can hold the position after the former General Manager leaves office. In order not to affect the normal operation of the Company, the post of general manager is concurrently held by the Chairman who has been working in the medical industry for more than 40 years. Being in a special industry which has a relatively high entry barrier and requires medical expertise, relational networks and the concept of international market, the company is actively seeking for such talent while promoting elite talent training programs internally, with a view to find a qualified general manager as soon as possible.

-21-

III. Remuneration of Directors, Supervisors,General Manager, and Vice President in the most recent year

(I) Remunerations of directors (including independent directors), 2020

Unit: NT thousands;thousand shares;% Unit: NT thousands;thousand shares;% Unit: NT thousands;thousand shares;% Unit: NT thousands;thousand shares;% Unit: NT thousands;thousand shares;% Unit: NT thousands;thousand shares;% Unit: NT thousands;thousand shares;%
Title Name Remunerationof Director Ratio of Total
Remuneration
(A+B+C+D) to Net
Income (%)
RelevantRemuneration Received byDirectors Who areAlsoEmployees Ratio of Total
Compensation
(A+B+C+D+E+F+G)
to NetIncome (%)
Compensati
on Paid to
Directors
from an
Invested
Company
other than
the
Company’s
Subsidiary
or parent
company
Base Compensation
(A)
Severance Pay (B) Directors
Compensation(C)
Allowances (D) Salary, Bonuses, and
Allowances (E)
Severance Pay (F) Employee Compensation
(G)
The
company
All
companies
in the
consolidat
ed
financial
statements
The
company
Companies
in the
consolidat
ed
financial
statements
The
company
Companies
in the
consolidated
financial
statements
The
company
Companies
in the
consolidat
ed
financial
statements
The
company
Companies
in the
consolidat
ed
financial
statements
The
company
Companies
in the
consolidate
d financial
statements
The
company
Companies
in the
consolidated
financial
statements
The company
Companies in
the
consolidated
financial
statements
The
company
Companies
in the
consolidate
d financial
statements
Cash Stock Cash Stock
Director Princeton Healthcare
Limited
0
0

0

0

800

800

0

0

0.22%

0.22%

0

0

0

0

0

0

0

0

0.22%

0.22%

N/A
Representative of
juristic-person director,
Chairman
Princeton Healthcare
Limited
Representative:
Pei-Lin Lee
0
0

0

0

0

0

48

48

0.01%

0.01%

10,863

10,863

0

0

0

0

0

0

2.98%

2.98%

N/A
Vice Chairman Tien-YingLee 0 0 0 0 800 800 48 48 0.23% 0.23% 6,323 6,323 0 0 0 0 0 0 1.96% 1.96% N/A
Director Chun-ShungHuang 0 0 0 0 800 800 48 48 0.23% 0.23% 0 0 0 0 0 0 0 0 0.23% 0.23% N/A
Director Yen-Hsin Investment
Ltd.
0
0

0

0

800

800

0

0

0.22%

0.22%

0

0

0

0

0

0

0

0

0.22%

0.22%

N/A
Representative of
juristic-person director
Yen-Hsin Investment
Ltd.
Representative:
Yung-ShunChuang
0
0

0

0

0

0

48

48

0.01%

0.01%

0

0

0

0

0

0

0

0

0.01%

0.01%

N/A
Independent director Gui-DuanChen 0 0 0 0 800 800 153 153 0.26% 0.26% 0 0 0 0 0 0 0 0 0.26% 0.26% N/A
Independent director Chang-Jian Ho 0 0 0 0 800 800 153 153 0.26% 0.26% 0 0 0 0 0 0 0 0 0.26% 0.26% N/A
Independent director Geng-WangLaiw ~~0~~ ~~0~~ ~~0~~ ~~0~~ ~~800~~ 800 153 153 0.26% 0.26% 0 0 0 0 0 0 0 0 0.26% 0.26% N/A
1. Please state the payment policy, system, standards and structure of the independent directors ’remuneration, and describe the relevance to the amount of remuneration paid according to the responsibilities, risks, time invested and other factors: the Company has purchased liability
insurance for all independent directors, and has given a fixed amount of remuneration according to the actual participation of each independent director in the functional committees and the Board of Directors; Each year, the total remuneration of directors will be reported to the
Shareholders' Meeting based on the actual operating results of the Company, and then determine the benchmark for the remuneration of individual directors based on the results of the internal self-evaluation of the Board of Directors, the individual self-evaluation of directors, the
performance evaluation made by appointed external professional institutions or by other appropriate methods.
2.Except as disclosed in the above table,remunerations in the most recentyear received bythe directors of the companies in the financial report for their services(such as consultation for non-employees): N/A

-22-

Remuneration Grading Table

Remuneration GradingTable Remuneration GradingTable Remuneration GradingTable Remuneration GradingTable
Range of Remuneration Name of Directors
Total of (A+B+C+D) Total of (A+B+C+D+E+F+G)
The company Companies in the
consolidated financial
statements
The company Companies in the
consolidated financial
statements
Less than 1,000,000 (TWD, same below) Princeton Healthcare Limited,
Pei-Lin Lee, Yen-Hsin Investment
Ltd., Yung-Shun Chuang,
Tien-Ying Lee, Chun-Shung
Huang, Gui-Duan Chen,
Chang-Jian Ho, Geng-Wang Laiw
Same as on the left Princeton Healthcare Limited,
Yen-Hsin Investment Ltd.,
Yung-Shun Chuang, Chun-Shung
Huang, Gui-Duan Chen, Chang-Jian
Ho, Geng-Wang Laiw
Same as on the left
1,000,000 (incl)~2,000,000 (excl)
2,000,000 (incl)~3,500,000 (excl)
3,500,000 (incl)~5,000,000 (excl)
5,000,000 (incl)~10,000,000 (excl) Tien-Ying Lee Same as on the left
10,000,000 (incl)~15,000,000 (excl)
Pei-Lin Lee
Same as on the left
15,000,000 (incl)~30,000,000 (excl)
30,000,000 (incl)~50,000,000 (excl)
50,000,000 (incl)~100,000,000 (excl)
More than 100,000,000
Total 9 persons Same as on the left 9 persons Same as on the left

-23-

(II) Remunerations of General Manager and Vice Presidents, 2020

Unit: NT$thousands;thousand shares;% Unit: NT$thousands;thousand shares;% Unit: NT$thousands;thousand shares;%
Title Name Salary(A) Severance Pay (B) Bonuses and
Allowances (C)
Employee Compensation (D) Ratio of total
compensation
(A+B+C+D) to net
income (%)
Compensation
Paid to
Directors from
an Invested
Company
other than the
Company’s
Subsidiary or
parent
company
The
company
Companies in
the
consolidated
financial
statements
The
company
Companies in
the
consolidated
financial
statements
The
company
Companies in
the
consolidated
financial
statements
The company Companies in
the
consolidated
financial
statements
The
company
Companies in
the
consolidated
financial
statements
Cash
amount

Stock
amount

Cash
amount

Stock
amount
General
Manager
Pei-Lin, Lee 32,949

32,949 0 0 0 0 55 0 55 0 9.01 9.01 N/A

Vice President,
Tien-Ying,
Lee (Note 1)
CEO, Oncology
Business Group
Yee-Min Jen

COO
Ming-Lun
Lee
CFO Yi-Chun
Chen

Note 1: In response to the Group’s restructuring, Vice President of Overseas Business Dept., Tien-Ying, Lee, was discharged on March 19, 2021.

-24-

Remuneration Grading Table

Gradation of remunerations paid to the
Company’s GM and Deputy GMs
Name Name
The Company All the companies in the
financial report (E)
Less than 1,000,000(TWD, same below)
1,000,000 (incl.)~2,000,000 (excl.)
2,000,000 (incl.)~3,500,000 (excl.)
3,500,000 (incl.)~5,000,000 (excl.) Yi-Chun Chen Same as on the left
5,000,000 (incl.)~10,000,000 (excl.) Tien-Ying Lee, Yee-Min Jen,
Ming-Lun Lee
Same as on the left
10,000,000 (incl.)~15,000,000 (excl.) Pei-Lin, Lee Same as on the left
15,000,000 (incl.)~30,000,000 (excl.)
30,000,000 (incl.)~50,000,000 (excl.)
50,000,000 (incl.)~100,000,000 (excl.)
More than 100,000,000
Total 5persons Same as on the left

-25-

(III) Remunerations of managers, 2020

December 31,2020 Unit: NT$thousands;% December 31,2020 Unit: NT$thousands;% December 31,2020 Unit: NT$thousands;% December 31,2020 Unit: NT$thousands;% December 31,2020 Unit: NT$thousands;% December 31,2020 Unit: NT$thousands;%
Title Name Stock amount Cash amount Total Ratio of the total
to after-tax net
profit (%)
0.02
Manager General Manager Pei-Lin Lee 0 55 55
Vice President Tien-Ying,
Lee (Note 1)

CEO, Oncology
Business Group
Yee-Min Jen
COO Ming-Lun Lee
CFO Yi-Chun Chen

Note 1: In response to the Group’s restructuring, Vice President of Overseas Business Dept., Tien-Ying Lee, was discharged on March 19, 2021.

  • (IV) Analysis of the ratio of the total remunerations paid to the directors, supervisors, General Manager and Vice President by the Company and all the companies in the consolidated statements for the last two years to the after-tax net profit of the individuals or individual financial reports, and descriptions on the remuneration policy, standard and the procedure of combining and setting the remunerations, and their correlation with the operating performance and future risks.

  • 1.Analysis of the ratio of the total remunerations paid to the directors, supervisors, General Manager and Vice President s by the Company and all the companies in the consolidated statements for the last two years to the after-tax net profit of the individuals or individual financial reports


financial reports
Year
Category
2019 2020
CHC Consolidated CHC Consolidated
Ratio of total director remunerations to
after-tax netprofit
4.08% 4.08% 6.40% 6.40%
Ratio of total supervisor remunerations to
after-tax netprofit
0.00% 0.00% 0.00% 0.00%
Ratio of total General Manager and Vice
President remunerations to after -tax net
profit
6.39% 6.39% 9.01% 9.01%
1. The remuneration to directors was allocated in accordance with the Articles of
Incorporation and in reference to the Board of Directors’ performance evaluation results.
The increase in the ratio is mainly a result of the decrease in after-tax net profit in 2020
from 2019.
2. Supervisor remunerations: It is not applicable because the function and power of the
supervisor is replaced by the Audit Committee established after the 2017 election of
director.
3. General Manager and Vice President remunerations: The increase in the ratio in 2020
from 2019 is mainly a result of the addition of remuneration to Vice President Tien-Ying
Lee, as evaluated and calculated according to the Company’s “Managers’ performance
evaluation and remuneration standard,” in consideration of the Company’s overall
operating performancegrowth in 2020.
  1. Remuneration policy, standard and the procedure of combining and setting the remunerations, and their correlation with operating performance and future risks.

  2. (1) Remuneration policy, standard and the procedure of combining and setting the remunerations, and their correlation with operating performance:

According to the first paragraph of Article 24.1 of the Corporate Charter, an amount

of no more than 5% from the balance, if any, as result of the yearly profit (i.e. pre-tax profit minus remunerations to employees and directors) minus accumulated loss, should

-26-

be allocated as director remunerations. A rational remuneration shall be given in consideration of the Company’s operating results and the director's contribution to the Company, and the performance evaluation of the Board of Directors and functional committees has been reviewed by the Remuneration Committee; also based on the managers’ yearly and long-term performance goal as well as the remuneration policy, system, standard and structure, whereas the Company’s “Manager performance evaluation and remuneration standard” and the “Performance Evaluation Guidelines” were taken as the basis in reference to the overall corporate performance, future industrial risks and development trends, and in reference to the individual performance achievement rate and contribution to the corporate performance as a whole, so as to conclude these reasonable remunerations. The relevant performance evaluation and remuneration reasonableness were reviewed by the Compensation committee and the Board, while the remuneration system will be discussed and adapted from time to time based on the actual operational conditions and related laws and regulations, in order to balance the Company’s sustainable operations and risk control.

  - (2) Future risks: The Company has been stably running in the industry for over 40 years, with little changes of the directors, supervisors and business team. Also, The Company purchases liability insurance for its employees based on its business scope and legal requirement, so as to alleviate unknown risks.
  • IV. Implementation of Corporate Governance

  • (1) Board of Directors

A total of 6 (A) meetings of the Board of Directors were held in the previous period (2020). The attendance of director and supervisor were as follows:

Title Name Attendance in
Person (B)
By Proxy Attendance rate
(%)【B/A】
Remark
Representative of
juristic-person
director,
Chairman
Princeton Healthcare
Limited
Representative: Pei-Lin Lee
6 0 100%
Vice Chairman Tien-Ying Lee 6 0 100%
Director Chun-Shung Huang 6 0 100%
Representative of
juristic-person
director
Yen-Hsin Investment Ltd.
Representative: Yung-Shun
Chuang
6 0 100%
Independent
director
Gui-Duan Chen 6 0 100%
Independent
director
Chang-Jian Ho 6 0 100%
Independent
director
Geng-Wang Laiw 6 0 100%

-27-

Other matters documented:
1. If a Board meeting has one of the following incidents, the date, term, and agenda of the meeting as
well as the comments from independent directors and handling of the comments should be
explicitly stated:
(1) Matters listed in Article 14.3 of the Securities and Exchange Act
Date
Term
Agenda Comments
from
independe
nt directors
Handling of
the
comments
1. Proposal of private placement of ordinary
shares.
2. Proposal of loans to affiliates.
3. Proposal of endorsements for affiliates.
March 23, 2020
16th meeting
of 5th Board
4. Proposal of termination of
non-competition restriction on the
Concurrence Case passed
Company’s senior management.
5. Proposal of sterilization facility
construction project of the subsidiary
Shin-Ho Instruments Co.,Ltd.
1. Proposal of loans to affiliates.
May 6, 2020
17th meeting
of 5th Board
2. Proposal of acquisition of the right-of-use
assets from the subsidiary Chiu Ho
Concurrence Case passed
Medical System Co.,Ltd.
June 2, 2020
18th meeting
of 5th Board
Proposal of issuance of domestic 4th
secured convertible corporate bonds.
Concurrence Case passed
1. Proposal of resolution on remuneration to
5th Compensation Committee members.
August 5, 2020
2nd meeting of
6th Board
2. Proposal of resolution on remuneration to
2nd Audit Committee members.
Concurrence Case passed
3. Proposal of loans to affiliates.
4. Proposal of endorsements for affiliates.
1. Proposal of loans to affiliates.
2. Proposal of endorsements for affiliates.
3. Proposal of reinvestment for 100%
holdingof the subsidiary.
4. Proposal of provision of remuneration to
November 4, 2020
3rd meeting of
6th Board

directors and employees 2020.
5. Proposal of review on remuneration to the
Concurrence Case passed
Company’s new Chairman and Vice
Chairman.
6. Proposal of resolution on remuneration to
1st Corporate Social Responsibility
Committee members.
(2) Except for the above incidents, any objections or qualified opinions from independent
directors that are officially documented or in written statement as the meeting resolution:
N/A
2. If there are directors’ avoidance of motions in conflict of interest, the directors’ names, contents of
motion,causes for avoidance and votingshould be specified:
Date
Name
Agenda Reason for
avoidance
Voting
participation
Proposal of termination of
March 23, 2020
Tien-Ying Lee
non-competition restriction on
the Company’s senior
The party
concerned
Not taking
the vote
management

-28-

August 5, 2020 Gui-Duan
Chen/Chang-Jian
Ho/Geng-Wang
Laiw
Proposal of resolution on
remuneration to 5th
Compensation Committee
members
The party
concerned
Not taking
the vote
August 5, 2020 Gui-Duan
Chen/Chang-Jian
Ho/Geng-Wang
Laiw
Proposal of resolution on
remuneration to 2nd Audit
Committee members
The party
concerned
Not taking
the vote
November 4, 2020 Pei-Ling
Lee/Tien-Ying
Lee
Proposal of review on
remuneration to the
Company’s new Chairman and
Vice Chairman

The party
concerned
Not taking
the vote
November 4, 2020 Gui-Duan
Chen/Chang-Jian
Ho/Geng-Wang
Laiw
Proposal of resolution on
remuneration to 1st Corporate
Social Responsibility
Committee members
The party
concerned
Not taking
the vote
  1. The TWSE/TPEx listed company shall disclose the appraisal cycle and period, scope of appraisal, method and contents of appraisal about the Board of Directors’ self (or peer) performance appraisal.

Status of appraisal on the Board of Director:

Appraisal
Period
Appraisal Cycle Appraisal Scope
Appraisal
Method
Appraisal Contents
Once per
Year
January 1,
2020–December 31,
2020
Board of
Directors
Self-evaluation of
the Board of
Directors
Degree of engagement in the
Company’s operation, quality of the
Board of Directors’ decision making,
formation and structure of the Board of
Directors, election and continuing
education of directors, and internal
control.
Once per
Year
January 1,
2020–December 31,
2020
Individual
Board Member
Self-evaluation of
Board Member
Alignment with the Company’s goals
and mission, awareness toward
directors’ responsibilities and duties,
degree of engagement in the
Company’s operation, management of
internal relations and communication,
expertise and continuing education of
directors, and internal control.
Once per
Year
January 1,
2020–December 31,
2020
Functional
committees
Self-evaluation of
Board Member
Degree of engagement in the
Company’s operation, awareness
toward functional committees’
responsibilities and duties, quality of
the functional committees’ decision
making, formation of the functional
committees and election of members,
and internal control.
  1. The goal of enhancing the Board functions (e.g. setup of Audit Committee, improvement of information transparency) and its implementation of the current year and the most recent year.

  2. (1) Enhancing the Board functions

The Company has already established 3 independent directors - Mr. Gui-Duan Chen,

Mr. Chang-Jian Ho, and Mr. Geng-Wang Laiw, who attended 100% of the Board meetings in 2020, and with their industrial knowledge, accounting and financial expertise, provided good suggestions concerning the internal control system as well as the business and finance related matters.

The Company has also established the Compensation Committee and Audit Committee, and purchased the liability insurance for all the directors, so as to enhance the

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corporate governance. In addition, the Company also arranges Board-related refresher programs for the directors so as to improve the professional capability of the Board.

  • (2) Improving information transparency

To fulfill the essence of corporate governance and improve the information transparency, the Company is committed to disclosing the operation and financial information on the annual report, corporate website and TSE Market Observation Post System (MOPS), and has established spokesperson mechanism, to ensure major information can be timely and appropriately disclosed, for the reference by shareholders and stakeholders.

  1. Independent directors’ attendance of Board meeting in 2020 (personal, entrusted attendance,

non-attendance)

Name 16thmeeting
of 5thBoard
17thmeeting
of 5thBoard
18thmeeting
of 5thBoard
1stmeeting of
6thBoard
2ndmeeting of
6thBoard
3rdmeeting of
6thBoard
Gui-Duan
Chen
Personal Personal Personal Personal Personal Personal
Chang-Jian
Ho
Personal Personal Personal Personal Personal Personal
Geng-Wang
Laiw
Personal Personal Entrusted Personal Personal Personal

(2) Audit Committee

A total of 5 (A) Audit Committee meetings were held in the previous period (2020). The attendance of the independent directors was as follows:

Title Name Attendance in
Person(B)
By Proxy Attendance rate (%)
【B/A】
Remark
Independent
directors
(Convener)
Gui-Duan
Chen
5 0 100%
Independent
directors
Chang-Jian
Ho
5 0 100%
Independent
directors
Geng-Wang
Laiw
5 0 100%
Other matters documented:
1. Annual focus of the Audit Committee
According to Article 3 of the “Audit Committee Charter”, the committee is mainly to supervise
the following matters:
1. Fair presentation of the corporate financial statements.
2. Appointment (dismissal) of CPA and its independence and performance.
3. Effective implementation of internal control system.
4. Corporate compliance with relevant laws and regulations.
5. Control of existing and potential risks.
Summary of 2020 work focus:
1. Evaluation of internal control effectiveness.
2. Review of major asset transactions.
3. Review of major loans, endorsement and guarantee.
4. Review of public and private raising and issuance of securities with equity nature.
5. Review of annual and quarterly financial reports.
2. If any of the following circumstances occur, the dates of meetings, sessions, contents of motion,
resolutions of the Audit Committee and the Company’s response to the Audit Committee’s opinion

-30-

should be specified.

(1) Matters referred to in Article 14-5 of the Securities and Exchange Act.

Date Term Agenda Committee
resolution
Handling of the
Company’s
opinions on the
committe
March 23, 2020 16th meeting
of 5th Board
1.Report on the Company’s 2019
parent company only financial
report and consolidated financial
reports.
Concurrence Case passed
2.Proposal of private placement of
ordinary shares.
3.Proposal of loans to affiliates.
4.Proposal of endorsements for
affiliates.
5.Proposal of sterilization factory
construction project of the
subsidiary Shin-Ho Instruments
Co., Ltd.
May 6, 2020 17th meeting
of 5th Board
1.Proposal of loans to affiliates. Concurrence Case passed
2.Proposal of acquisition of the
right-of-use assets from the
subsidiary Chiu Ho Medical System
Co., Ltd.
June 2, 2020 18th meeting
of 5th Board
Proposal of issuance of 4th domestic
secured convertible corporate bonds.
Concurrence Case passed
August 5, 2020 2nd meeting
of 6th Board
1.Proposal of loans to affiliates. Concurrence Case passed
2.Proposal of endorsements for
affiliates.
November 4, 2020 3rd meeting of
6th Board
1.Proposal of loans to affiliates. Concurrence Case passed
2.Proposal of endorsements for
affiliates.
3.Proposal of reinvestment for 100%
holdingof the subsidiary.
  • (2) Other matters which were not approved by the Audit Committee but were approved by two-thirds or more of all directors: N/A

  • If there are independent directors’ avoidance of motions in conflict of interest, the independent directors’ names, contents of motion, causes for avoidance and voting should be specified: N/A

  • Communications between the independent directors, the Company's chief internal auditor and CPAs (e.g. the material items, methods and results of audits of corporate finance or operations, etc.).

(1) Independent directors’ communication with internal audit supervisors:

Date Approach Issue Result
March 23, 2020 Audit
Committee
2019 Q4 internal audit report Internal audit report approved, and presented
by the Audit Head at the Board meeting.
May 6, 2020 Audit
Committee
2020 Q1 internal audit report Internal audit report approved, and presented
by the Audit Head at the Board meeting.
August 5, 2020 Audit
Committee
2020 Q2 internal audit report Internal audit report approved, and presented
by the Audit Head at the Board meeting.
November 4,
2020
Audit
Committee
1. 2020 Q3 internal audit
report
2. 2021 internal audit plan
1.Internal audit report approved, and presented
by the Audit Head at the Board meeting.
2.Annual audit plan approved and submitted to
theBoardfor resolution.

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(2) Independent directors’ communication with CPA

Date Approach Issue Result
March 23,
2020
Audit
Committee
1. CPA presented the 2019 audit
results to the independent
directors and explained the
interaction with the governing
units.
2. CPA answered the questions
raised in the meeting and
discussedwith the attendees.
Concurrence with the CPA audit conclusions
and the 2019 individual and consolidated
financial statements, which were then
submitted to the Board for review.
May 6, 2020 Audit
Committee
1. CPA presentation on 2020 Q1
consolidated financial report
to independent directors.
2. CPA answered the questions
raised in the meeting and
discussed withthe attendees.
CPA audit conclusion and 2020 Q1
consolidated financial report approved, and
submitted to the Board.
August 5, 2020 Audit
Committee
1. CPA presentation on 2020 Q2
consolidated financial report
to independent directors.
2. CPA answered the questions
raised in the meeting and
discussed withthe attendees.
CPA audit conclusion and 2020 Q2
consolidated financial report approved, and
submitted to the Board.
November 4,
2020
Audit
Committee
1. CPA presentation on 2020 Q3
consolidated financial report
to independent directors.
2. CPA presentation on 2020
auditing stages to independent
directors and communication
with governing units.
3. CPA answered the questions
raised in the meeting and
discussed with the attendees.
1. CPA audit conclusion and 2020 Q3
consolidated financial report approved, and
submitted to the Board.
2. CPA proposed key audit items in the
auditing stages approved, and discussion of
the audit conclusion and financial report is
scheduled for March next year.

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(3) Corporate Governance Implementation Status and Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”


Companies”
Evaluation Item Implementation Status Deviations from
“Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
1. Does the Company formulate and disclose the
Corporate Governance Best-Practice Principles based
on Corporate Governance Best-Practice Principles for
TWSE/TPEx Listed Companies?
The Company has formulated “Corporate Governance Best-Practice
Principles” approved by Board resolution and disclosed on the
Company’s website and the MOPS.


No major discrepancy
2. The Company’s shareholding structure and
shareholders’ equity
(1) Does the Company formulate internal
procedure to deal with shareholders’
suggestions, doubts, disputes and litigation?
(2) Does the Company have a list of the key
shareholders who actually control the
Company and the ultimate controllers of the
key shareholders?
(3) Does the Company establish and execute the
risk control and firewall mechanism with
affiliates?
(4) Does the Company formulate internal
regulations to prohibit internal staff from using
unpublished information on the market for
security transactions?


The Company convenes shareholders’ meetings to answer questions from
shareholders face-to-face. At other times, there are spokespersons, acting
spokespersons and President office investor relations unit to deal with
shareholder issues or suggestions.
The Company has dedicated stock affair specialist to deal with the issues
listed on the left and has entrusted the China Trust Commercial Bank to
handle share-related matters, and is able to hold on to the key
shareholders who actual control the Company and the ultimate
controllers of the key shareholders.
The assets and finances between the Company and its affiliates are
clearly defined and independent from each other, and the regulations of
“Supervision and Governance of Subsidiaries”, “Regulations Governing
the Financial Operations of Affiliates, Related Parties, Specific
Companies and the Group”, “Procedures for Acquisition and Disposal of
Assets”, “Procedures of Endorsement Guarantee”, “Procedures of
Lending to Others” and “The Group Internal Transfer Pricing policy” are
enacted to sufficiently implement risk control and firewall mechanism
between the Company and its affiliates.
In order to protect the shareholder equality and safeguard the fairness of
the securities trading market, the Company has established the
“Regulations Governing to Process Critical Internal Information and
Prevent Internal Transactions”, which has been approved by the Board
and disclosed onthe Company’s website.



No major discrepancy
No major discrepancy
No major discrepancy




No major discrepancy

-33-

Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status Implementation Status Implementation Status Implementation Status Implementation Status Implementation Status Implementation Status Implementation Status Deviations from
“Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies” and
Reasons
Deviations from
“Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies” and
Reasons
Deviations from
“Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
3. Composition and duties of the Board
(1) Does the Board formulate the policy of
diversified board members and implement it?
(2) In addition to the Compensation Committee
and Audit Committee as required by the laws,
will the Company voluntarily set up other
functional committees?
The Company has formulated the “Code of Practice for Corporate
Governance” which has been approved by the Board and implemented to
organize a diversified Board member structure. The Board has seven
seats, of which three are for independent directors. Since the Company is
engaged in the medical business, there are five directors with medical
background, one with financial background and one with medical IT
background. The Board member structure meets the needs for corporate
development and makes the Board effectively functional. The company
also lays emphasis on the gender equality of the members of the Board.
However, since it is not easy to find female directors to join in the
medical industry, the Company will therefore strive to find female
directors who meet the Company's industrial and professional needs. A
female director is expected to be added to the 7thBoard of Directors to
achieve the goal. Diversified Board member structure:













No major discrepancy
Diversification
Director Name
Sex Operational
judgment
Accounting
and
financial
analysis
Management
Crisis
handling
Industrial
knowledge
International
vision
Leadership
Decision
making
Princeton Healthcare
Limited
Representative:Pei-Lin Lee
M








Tien-Ying Lee
M







Chun-Shung Huang
M







Yen-Hsin Investment Ltd.
Representative: Yung-Shun
Chuang
M








Gui-Duan Chen
M







Chang-Jian Ho
M







Geng-WangLaiw
M






Diversification
Director Name
Sex Operational
judgment
Accounting
and
financial
analysis
Management Crisis
handling
Industrial
knowledge
International
vision
Leadership Decision
making
Princeton Healthcare
Limited
Representative:Pei-Lin Lee
M
Tien-Ying Lee M
Chun-Shung Huang M
Yen-Hsin Investment Ltd.
Representative: Yung-Shun
Chuang
M
Gui-Duan Chen M
Chang-Jian Ho M
Geng-WangLaiw M



In order to enhance the corporate governance level and improve the
performance of the Company’s Board of Directors, the 1st “CSR
Committee” was established upon approval of the Board of Directors on
November 4, 2020. Therefore, the “CSR Committee” in the form of task
group was officially promoted as the CSR Committee of the Board of
Directors.





No major discrepancy

-34-

Evaluation Item Implementation Status Deviations from
“Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
(3) Does the Company formulate the method for
evaluation of the Board performance and
implement it on an annual basis, and report the
result of evaluation to the Board of Directors
and apply it as reference for the remuneration
and nomination of individual director?





The March 24, 2016 Board resolution approved the “Board Performance
Evaluation” for the internal evaluation annually by the Board meeting at
the end of the year, while the external evaluation by an independent
agency or professionals should be given at least once in every three
years, along with the annual evaluation of the year.
In January 2020, all directors and all functional committee members will
conduct self-evaluation of the performance of the 2019 Board of
Directors and functional committees through self-evaluation. In addition
to the self-evaluation questionnaire, reference was made to the
attendance of all board members and functional committee members in
2019 (all members’ attendance rate was 100%). It is fully proved that all
board members and functional committee members are actively
participating in the operations of the Board of Directors and the
functional committee. Therefore, the evaluation result is that all board
members and functional committee members are excellent.
In January 2021, all directors and all functional committee members will
conduct self-evaluation of the performance of the 2020 Board of
Directors and functional committees through self-evaluation. In addition
to the self-evaluation questionnaire, reference was made to the
attendance of all board members and functional committee members in
2020 (all members’ attendance rate was 100%). It is fully proved that all
board members and functional committee members are actively
participating in the operations of the Board of Directors and the
functional committee. Therefore, the evaluation result is that all board
members and functional committee members are excellent.
The implementation of the above assessment was submitted to the
Compensation Committee for approval and reported to the Board of
Directors on March 19, 2021.
























No major discrepancy

-35-

Evaluation Item Implementation Status Deviations from
“Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
(4) Does the Company regularly evaluate the CPA
independence?
The company evaluates the CPA independence at the end of each year by
the Board based on the 11 independence indicators (including
independent appointment; CPA communication with managing levels and
related parties, and presenting reports). And the CPA presents a written
statement of independent practice along with the questionnaire to the
Board for review. On November 04, 2020, the Board approved the 2020
CPA independence evaluation. The CPA evaluation questionnaire is
shownon Page42ofthis document.
No major discrepancy
4. Is the Company being publicly listed equipped with
dedicated or appropriate number of persons to deal
with
issues
regarding
corporate
governance
(including but not limited to providing information
required by the directors and supervisors, assisting
directors and supervisors to comply with laws and
regulations, handling matters related to meetings of
the Board of Directors and shareholders' meetings in
accordance with laws, and making minutes of board
meetings and shareholders' meetings, etc.)?









The Company has the Finance/Accounting Department as an adjunct unit
for the corporate governance, where Yi-Chun Chen, the CFO assumes
the head of corporate governance, safeguarding shareholders' rights and
strengthening the Board functions. She has more than three years of
experiences in finance, stock affairs and relevant proceedings. The main
duties of corporate governance are providing information required by the
directors to conduct business, assisting the directors with legal
compliance, handling corporate registration and change of registration,
preparing agenda and producing minutes of Board meetings and
shareholders’ meetings, and arranging refresher programs for the
directors.
The 2020 operations were submitted to the Board on March 19, 2021,
listed as follows:
1. Notifying the Board members of any amendments to the latest laws
& regulations related to the Company’s business lines and corporate
governance periodically.
2. Assist in arranging the communication meeting between independent
directors and chief internal auditor and CPAs to help the independent
directors better understand the Company’s business, finance and
internal controls.
3. Arrange the continuing education programs for independent directors
and the other directors.
(1) Already arrange the trainer to teach on site, and attended by all
directors on August 5, 2020.
(2) All directors have completed the continuing education program



















No major discrepancy

-36-

Evaluation Item Implementation Status Deviations from
“Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
persisting for six hours by the end of the year.
4. Report to the Board, independent directors and Audit Committee on
the status of corporate governance, and make sure the shareholders’
meetings and Board meetings are convened in compliance with the
laws and the corporate governance best-practice principles.
5. Compiling the resolutions of Board meetings and publishing them
accordingly, to ensure the legality and correctness of key messages,
for the equality of trading information that investors rely on.
6. Notification to the Board members 7 days prior to the Board meeting
along with the agenda prepared, and reminding the members of any
conflict of interest avoidance in advance, and producing the meeting
minutes within 20 days after the meeting.
7. Execution of the annual board evaluation based on the “Board
Performance Evaluation Regulations” to fulfill the corporate
governance. The external evaluation by an independent agency or
professionals should be given at least once in every three years,
along with the annual evaluation of the year. The implementation of
2019 self-evaluation of the Board and functional committees
performed in January 2020 has been reported to and passed by the
Remuneration Committee on March 23, 2020, and then submitted to
the Board of Directors.
8. Record the date of shareholders’ meeting by the statutory due date;
produce and report the meeting advice, parliamentary handbook and
minute by the prescribed due date; and complete the registration of
changes in company registration entries upon amendments to the
Articles of Incorporation or upon reelection of directors.
9. For investor relations: planning to arrange two investors’ meetings
each year to communicate and exchange ideas with institutional
investors or general shareholders, so that investors can obtain
sufficient information to evaluate the Company’s reasonable value in
the capital market for the protection of the shareholders’ rights. The
Company convened a total of two investors’ meetings in 2020.
10. The Company has taken out liability insurance for the directors and
managers to alleviatemajordamages to the Company and

























-37-

Evaluation Item Implementation Status Deviations from
“Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
shareholders due to business negligence.
The chief corporate governance officer, Yi-Chun Chen, has attended the
following continuing education program in 2020:
Date
Program Name
Hours
August 5,
2020
Business Merger & Acquisition Practices and
Case Study
3
October
13, 2020
Preparation of Annual Budget Based on Policy of
Open Source and Saving Money, and Notes
Thereof
6
October
16, 2020
2020 Corporate Governance and Ethical
Corporate Management Policy Announcement
Meetingfor Directors/Supervisors
3
December
16,2020
Study on Case of Corruption in Corporate
Financial Statements
3
5. Does the Company establish a communication
channel and build a designated section on its website
for stakeholders (including but not limited to
shareholders, employees, customers, and suppliers),
as well as handle all the issues they care for in terms
of corporate social responsibilities?
The Company recognizes that good relationship with the stakeholders is
the foundation of corporate growth, and the “Corporate Social
Responsibility (CSR) Committee” defines the stakeholders based on the
GRI Glossary and identifies the objects covered in the unit operations,
and concludes the following four categories of stakeholders: customers,
suppliers, investors, and employees. The Company has set up the
“Stakeholders’ Section” on its official website to list the corresponding
contact person for different stakeholders, in hopes of accurately holding
on to stakeholders’ expectations for the Company and properly
responding to their concerns. Meanwhile, the Company’s CSR
Committee will report the status of communication with various
stakeholders to the Board of Directors periodically, hoping to have the
stakeholder interests be further valued and protected.












No major discrepancy
6. Does the Company consign a professional agency to
handle the affairs of shareholders’ meetings?
The Company has assigned Chinatrust Commercial Bank Stock Agency
to handle the affairs of shareholders’ meetings.
No major discrepancy

-38-

Evaluation Item Implementation Status Deviations from
“Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
7. Information disclosure
(1) Does the Company set up a website to disclose
the financial and governance information?
(2) Does the Company takes other disclosure
approaches (e.g. English website, dedicated
staff for information collection and disclosure,
spokesperson mechanism, publishing briefings
for corporate investors on the corporate
website)?
(3) Does the Company announce and declare the
annual financial report within two months after
the end of the fiscal year, and announce and
declare the first, second, and third quarter
financial reports and the monthly operating
situation early within the prescribed time limit?












The Company's financial and corporate governance information is
published on the MOPS as required by the competent authorities, and
disclosed on the corporate website as well.
The Company designates dedicated staff to maintain, collect and disclose
the corporate information. The Company’s financial and business
information is announced through a single channel by the corporate
spokesperson, acting spokesperson or investor relations to ensure the
implementation of spokesperson mechanism. The information about
investors’ meetings convened from time to time is also published as
required by the competent authorities and published on the investors
section of the Company’s official website in Chinese and English for the
reference by the public.
The Company announces annual financial reports and declares the
financial reports for the first, second, and third quarters as well as the
operating conditions for each month in accordance with the provisions of
the "Securities Exchange Act".
No major discrepancy








No major discrepancy



The Company made an
early announcement and
declaration when
declaring the financial
report for the first
quarter of 2020.
8. Does the Company provide other major information
conducive to the understanding of the corporate
governance (including but not limited to employee
rights, employee care, investor relations, supplier
relations, stakeholder rights, refresher programs for
directors and supervisors, implementation of risk
management policies and risk measurement
standards, implementation of customer policies,
liability insurance for the directors and supervisors)?
(1) Employee rights and care: The Company attaches great importance to
the employee interests by having established an Employee Welfare
Committee to promote various welfare measures and activities;
implemented a pension system; encouraged employees to participate
in various training; provided labor insurance, national health
insurance and group insurance.
(2) Investor relations: The Company publishes financial and business
information as required by the statutory regulations to protect the
rights of investors and fulfill the responsibility to shareholders.
(3) Supplier relations: The Company maintains a good communication
channel with suppliers for smooth interaction.
(4) Stakeholder rights: The stakeholders have access to dialogue with us
for communication and suggestions so as to protect their legal rights.
No major discrepancy

-39-

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from
“Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
(5) Refresher programs for directors (2020) are shown on Page 43.
(6) Implementation of risk management policies and risk measurement
standards: The Company is focused on its dedicated business, and
complies with relevant laws and regulations to set up corresponding
policies and standards for implementation, so as to minimize any
possible risks.
(7) Implementation of customer policies: The Company actively handles
customer complaints and appropriately indentifies the causes and
responsibility attribution, to ensure customer satisfaction.
(8) Liability insurance for directors: The Company has procured liability
insurance for the directors to alleviate major damages to the
Company and directors due to business negligence.
9. Concerning the results of the recent corporate governance evaluations released by the TWSE Corporate Governance Center (CGC), explain improvement that has
been done, and issues yet to be dealt with for improvement.
Based on the results of the 6th Corporate Governance Assessment released in April, 2020, the improvements that have been done and yet to be done are shown
on Page 41.

-40-

The results of the corporate governance review of the most recent year

According to the results of the 6th (2019) corporate governance evaluation released by the TWSE CGC in April 2020, the Company was ranked the top 6% to 20% of all listed companies. Based on the evaluation indicators, the following table highlights the improvements to the indicators identified in the 6th (2019) corporate governance evaluation that have been done and the measures to take for issues yet to be dealt with:

(1) Improvements that have been done Indicators Does the Articles of Incorporation stipulate that all director/supervisor elections adopt a candidate nomination system, and in case of an election for directors and supervisors, disclose in detail the nomination review standards and operational procedures on the MOPS? Does the Company upload the English version of the annual report 7 days before the Shareholders’ Meeting? Does the Company’s website or MOPS disclose the annual financial report (including financial statements and notes thereto) in English? (2) Measures to take for issues to be dealt with Indicators Does the Company document the affirmative, opposing and abstention votes on the proposals in the meeting minutes, and input the result into the designated Internet information reporting website on the day of the annual general meeting? Does the Company formulate the policy of diversified board members and disclose the implementation thereof on the Company’s official website and in the Company’s annual report? Does the Company establish any functional committee other than the committees required by laws, which shall consist of no less than 3 members, including the independent directors who shall account for a majority of the functional committee members? If it does, please disclose the composition, responsibilities and functionality of the functional committee. Does the Company convene at least six Board meetings in the evaluated year? Does the Company’s annual report disclose the connection between directors’ performance evaluation and compensation policies.

The results of the corporate governance review of the most recent year
According to the results of the 6th (2019) corporate governance evaluation released by the TWSE CGC in April 2020, the Company was ranked the
top 6% to 20% of all listed companies. Based on the evaluation indicators, the following table highlights the improvements to the indicators identified in
the 6th (2019) corporate governance evaluation that have been done and the measures to take for issues yet to be dealt with:
The results of the corporate governance review of the most recent year
According to the results of the 6th (2019) corporate governance evaluation released by the TWSE CGC in April 2020, the Company was ranked the
top 6% to 20% of all listed companies. Based on the evaluation indicators, the following table highlights the improvements to the indicators identified in
the 6th (2019) corporate governance evaluation that have been done and the measures to take for issues yet to be dealt with:
(1) Improvements that have been done
Indicators Improvements
Does the Articles of Incorporation stipulate that all director/supervisor
elections adopt a candidate nomination system, and in case of an election
for directors and supervisors, disclose in detail the nomination review
standards and operational procedures on the MOPS?
The Company has passed the amendments to the Articles of Incorporation at the 2019
Shareholders’ Meeting.
Does the Company upload the English version of the annual report 7 days
before the Shareholders’Meeting?
The Company had uploaded the English version of the annual report to the MOPS prior to
the 2019 Shareholders’Meeting.
Does the Company’s website or MOPS disclose the annual financial report
(including financial statements and notes thereto) in English?
The Company had uploaded the English version of the annual financial report (including
financial statements and notes) to the MOPS prior to the 2019 Shareholdings’Meeting.
(2) Measures to take for issues to be dealt with
Indicators Measures to take
Does the Company document the affirmative, opposing and abstention
votes on the proposals in the meeting minutes, and input the result into the
designated Internet information reporting website on the day of the annual
general meeting?
The Company had reported the same the MOPS on the same day after the 2020
Shareholdings’ Meeting.
Does the Company formulate the policy of diversified board members and
disclose the implementation thereof on the Company’s official website and
inthe Company’s annual report?
The Company has disclosed the implementation of the policy of diversified board
members on the Company’s official website and in the Company’s 2019 annual report.
Does the Company establish any functional committee other than the
committees required by laws, which shall consist of no less than 3
members, including the independent directors who shall account for a
majority of the functional committee members? If it does, please disclose
the composition, responsibilities and functionality of the functional
committee.
The Company has established some functional committee other than the committees
required by laws in 2020, namely the 1st CSR Committee consisting of three independent
directors. The composition, responsibilities and functionality of such committee was also
disclosed on the Company’s official website.
Does the Company convene at least six Board meetings in the evaluated
year?
The Company has convened a total of six Board meetings in 2020.
Does the Company’s annual report disclose the connection between
directors’performance evaluation and compensation policies.
It has already been disclosed in the Company’s 2019 annual report.

According to the results of the 7th (2020) corporate governance evaluation released by the TWSE CGC in April 2021, the Company was ranked the top 6% to 20% of all listed companies. The sector of market value between NTD 5 billion to 10 billion, the Company was ranked the top 6% to 10% of TWSE- and TPEx-listed companies.

-41-

CPA independence evaluation questionnaire

Professionalism & Independence Yes No Description
1. Does the CPA take an absolutely independent stand when carrying out the internal
control check and financial statements certification for the Company?
2. Is the CPA equipped with adequate and appropriate professional capability and
experience to effectively carry out the above jobs?
3. Does the CPA comply with the Norm of Professional Ethics for CPA and have no
direct or indirect interest in the Company which may affect its independence?
4. Does the CPA timely communicate with the Company’s directors, supervisors,
managers and related parties?
5. Does the CPA do due diligence to provide the Company with full and correct services
and/or suggestions?
6. Is the CPA not a director or independent director of the Company or its affiliates?
7. Is the CPA not a shareholder of the Company or its affiliates?
8. Is the CPA not on the payroll list of the Company or its affiliates?
9. Is the CPA doing the auditing service for the Company not for the seventh consecutive
year?
10. Does the CPA confirm that his PWC accounting firm is compliant to the norm of
independence?
11. Is the joint-practice CPA at PWC not taking any of the Company’s job positions as a
director, manager or others that may significantly affect the audit operations, within a
year after resigningfrom auditingthe Company?

-42-

Director refresher programs 2020

Title Name Date Program name Hours
Representative of
juristic-person director
Yung-Shun,
Chuang
February 25, 2020 Digital Enablement – Practicing and Guiding Cases of Enterprises’ Innovative
Outsourcing Model
3
Representative of
juristic-person director
Yung-Shun,
Chuang
March 16, 2020 Oriental Leader Forum – Talk About Environmental Protection in Taiwan 2
Representative of
juristic-person director
Yung-Shun,
Chuang
April 6, 2020 Patent War 3
Independent Director Gui-Duan Chen April 8, 2020 Directions for Profit-SeekingBusiness Tax Return, and Questions 3
Representative of
juristic-person director
Pei-Ling Lee August 5, 2020 Business Merger & Acquisition Practices and Case Study 3
Vice Chairman Tien-YingLee August 5, 2020 Business Merger & Acquisition Practices and Case Study 3
Independent Director Gui-Duan Chen August 5, 2020 Business Merger & Acquisition Practices and Case Study 3
Independent Director Geng-Wang
Laiw
August 5, 2020 Business Merger & Acquisition Practices and Case Study 3
Independent Director Chang-Jian Ho August 5, 2020 Business Merger & Acquisition Practices and Case Study 3
Representative of
juristic-person director
Yung-Shun,
Chuang
August 5, 2020 Business Merger & Acquisition Practices and Case Study 2
Director Chun-Shung
Huang
August 5, 2020 Business Merger & Acquisition Practices and Case Study 3
Independent Director Gui-Duan Chen August 6, 2020 Observe HR Strategies from Directors’/Supervisors’ Point of View 3
Independent Director Gui-Duan Chen August 6, 2020 How Directors/Supervisors Do Good Job in Corporate Risk Management and Crisis
Handling
3
Independent Director Geng-Wang
Laiw
September 30, 2020 2020 Insider Trading Prevention and Share Transfers by Insiders Presentation Conference 3
Director Chun-Shung
Huang
October 14, 2020 2020 Insider Trading Prevention and Share Transfers by Insiders Presentation Conference 3
Independent Director Chang-Jian Ho October 14, 2020 2020 Insider TradingPrevention and Share Transfers byInsiders Presentation Conference 3
Representative of
juristic-person director
Pei-Ling Lee October 16, 2020 “2020 Corporate Governance and Ethical Corporate Management Policy Announcement
Meeting for Directors/Supervisors”
3
Vice Chairman Tien-Ying Lee December 21, 2020 【Study on Anti-Money and Countering of Terrorism Financing Practices】– Advanced
Conference for Practices About Directors and Supervisors (including independent
directors)and Chief Corporate Governance Officers
3

-43-

  • (4) The structure, duties and operations of Compensation Committee, if established, should be disclosed

  • Compensation Committee member profile

Identify
(Note 1)
Criteria
Name

With more than 5 years of work
experience and following
professional qualification

With more than 5 years of work
experience and following
professional qualification

With more than 5 years of work
experience and following
professional qualification
Independence compliance (Note 2) Independence compliance (Note 2) Independence compliance (Note 2) Independence compliance (Note 2) Independence compliance (Note 2) Independence compliance (Note 2) Independence compliance (Note 2) Independence compliance (Note 2) Independence compliance (Note 2) Independence compliance (Note 2) The number
of
Compensation
Committee of
other publicly
listed
companies
that this
Compensation
Committee
member
concurrently
works for


Remark
College
lecture or
higher
teaching
positions
on
commerce,
legal,
finance,
accounting,
or business
related
courses

Judge,
prosecutor,
lawyer,
accountant
or business
related
professional
and
technician
certified by
national
examinations

Work
experience
required
for
business,
legal,
finance,
accounting
or
corporate
business


1
2 3 4 5 6 7 8 9 10
Independent
director

Gui-Duan
Chen
2
Independent
director

Chang-Jian
Ho
0
Independent
director

Geng-Wang
Laiw
0

Note 1: Fill “Director”, “Independent director” or “Others” in the [Identity] column.

Note 2: For the committee member conformable to the following criteria two years prior to the appointment and during the term of service, tick “  ”in the correspondingly numbered fields.

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

(2) 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, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.

(3) 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 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in holdings.

  • (4) 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, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.

  • (5) Not a director, supervisor, or employee of a corporate shareholder who directly holds 5% or more of the total number of outstanding shares of the Company or who holds shares ranking in the top five holdings, or any of its affiliates, or who is appointed as the Company's director or supervisor in accordance with Article 1 or Article 2 of the Company Law. Not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.

  • (6) Not a director of the Company or a director, supervisor or employee of any other company of which more than 50% of the voting shares are controlled by the some one person. Not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.

  • (7) Not a director, supervisor or employee who is concurrently the Chairman, General Manager or their spouse. Not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.

  • (8) Not a director, supervisor, officer, or shareholder holding 5% or more of the shares, of a specified company or institution which has a financial or business relationship with the Company. Not applicable in cases where a particular company or institution holds 20% or more (no more than 50%) of the Company’s shares, and the person is an independent director of the Company, its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.

  • (9) Not a commercial, legal, financial or accounting professional or a owner, partner, director, supervisor, manager or their spouse of a sole proprietorship, partnership, or corporate institution that provides the Company and its affiliates with auditing services or has a cumulative income of no more than NT$ 500 thousand in the last two years. However, it is not applicable to the members of the Compensation Committee, the Public Acquisition Review Committee, or Mergers and Acquisitions Special Committee performing their duties in accordance with the relevant laws and regulations of the Securities Exchange Act or the Business Mergers Acquisitions Act.

(10) Not been a person of any conditions defined in Article 30 of the Company Law.

2. The operations

  • (1) There are three seats in the Compensation Committee.

-44-

(2) The sessions: June 12, 2020 thru June 11, 2023. The committee meetings were given twice (A) in 2020, and the attendance is as follows:

Title Name Number of
personal attendance
(B)
Number of entrusted
attendance
Attendance rate (%)
(B/A)
Remark
Convener Geng-Wang, Laiw 2 0 100%
Member Chang-Jian, Ho 2 0 100%
Member Gui-Duan, Chen 2 0 100%
Other matters documented:
1. If the Board does not accept or revise the proposals suggested by the Compensation Committee,
the date of Board meeting, session number, content of proposal along with corresponding
resolution and handling should be explicitly stated (if the remunerations approved by the Board
are higher than the Committee suggested, the discrepancy and causes should be explicitly stated):
No such occurrence. Please see the following table.
2. If the resolution of the Compensation Committee is opposed or with qualified opinions that are
documented or in written statement, the date of Compensation Committee meeting, session
number, content of proposal, opinions, and handling should be explicitly stated:
No such occurrence. Please see the following table.
Date of meeting
Session
Proposal
Resolution
Propoal handling
by the Company
March 23, 2020
7th meeting of
4th Session
1. Proposal of distribution of
remuneration to employees
and directors 2019.
2. Report on the Board of
Directors performance
evaluation result.
3. Review on the Company’s
existing regulations
governing distribution of
remuneration to employees.
4. Proposal of the amendments
to existing Compensation
Committee Charter.
5. Review on distribution of
year-end bonuses to
managers 2019.
Unanimous
concurrence
by the
Committee
Unanimous
concurrence by
the Board
November 4, 20201st meeting of
5th Session
1. Proposal of election of
convener and chairperson of
the meeting.
2. Proposal of the amendments
to existing Compensation
Committee Charter.
3. Proposal of provision of
remuneration to directors
and employees 2020.
4. Proposal of review on
remuneration to the
Company’s new Chairman
and Vice Chairman.
5. Annual work plan of
CompensationCommittee
2021.
Unanimous
concurrence
by the
Committee
Unanimous
concurrence by
the Board

-45-

(5) Corporate Social Responsibility Status and Deviations from “ Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies”


Companies”
Evaluation Status Implementation Status Deviations from Corporate
Social Responsibility Best
Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
Yes No Abstract Explanation
I. Does the Company conduct risk assessments on
environmental,
social
and
corporate
governance issues related to the Company's
operations and formulate corresponding risk
management policies or strategies based on the
materiality
principle?
(The
materiality
principle refers to those who have a significant
impact on the Company's investors and other
stakeholders with regard to environmental,
social and corporate governance issues.)
The Company has established the Audit Committee, Remuneration
Committee, CSR Committee and Risk Management Committee (task group),
and has formulated the “Risk Management Policy and Procedure” which was
passed on the Shareholders’ Meeting on May 6, 2020. Meanwhile, the
Company conducts risk assessments on environmental, social and corporate
governance issues related to the Company’s operations which serves as a
reference
for
the
Company’s
risk
management
and
operational
decision-making.
In terms of environment, although the Group is not a manufacturing company,
it is also committed to environmental protection. It implements internal
energy management in the office and responds to the government’s energy
conservation and carbon reduction policies. It requires domestic suppliers to
sign environmental protection related statements, and strengthens the
promotion of green suppliers.
In terms of society, the Company focuses on product safety. All foreign
suppliers from which the Group purchases are internationally renowned
medical equipment manufacturers. In addition to complying with the laws and
regulations of the brand and the location of the manufacturer, the products
must also obtain ISO13485 medical device quality management system
certification.
In terms of corporate governance, it actively promotes and improves corporate
governance, follows laws and regulations, properly responds to important
issues of concern to stakeholders, fulfills corporate social responsibilities,
implements internal control mechanisms, and ensures that all personnel of the
Companycomplywith relevant laws and regulations.





















No major discrepancy

-46-

Evaluation Status Implementation Status Deviations from Corporate
Social Responsibility Best
Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
Yes No Abstract Explanation
II. Does the Company establish exclusively (or
concurrently) dedicated first-line managers
authorized by the board to be in charge of
proposing the corporate social responsibility
policies and reporting to the Board?
In order to enhance the corporate governance level and improve the
effectiveness of the Company’s Board of Directors, the 1st “CSR Committee”
was established upon approval of the Board of Directors on November 4,
2020. Therefore, the “CSR Committee” in the form of task group was
officially promoted as the functional committee of the Board of Directors, and
the “Corporate Social Responsibility (CSR) Committee Charter” were
established accordingly. The CSR Committee is responsible for preparing the
annual CSR report, as well as planning and implementing the CSR related
matters, reviewing the CSR policy, mechanism and management, and
reporting the committee’s operations and implementation, and the status of
communication with CHC’s various stakeholders regularly to the Board of
Directors.
For organization of CSR Committee, please see Page 56 hereof.











No major discrepancy
III. Environmental Problems
(I) Does company set up environmental control
mechanism
based
on
its
industrial
characteristics?
(II) Does the Company endeavor for effective
utilization of resources and use recyclable
materials to reduce environmental impact?


The company is located in the urban area of Taipei, where the waste disposal
is handled in accordance with Regulations Governing Disposal and
Recycling of General Waste. The Company has no factory, thus causing no
violation
of
environmental
protection
regulations.
In
promoting
environmental safety and health, promulgation of relevant regulations and
concepts are given from time to time to enhance employees’ awareness and
reduce workplace risks.
For better utilization of resources, energy conservation and carbon reduction
programs are implemented, garbage classification is enforced and the site
dedicated to collection of recyclable wastes is set up; the eco-friendly
materials applied to mitigate the impact posed to environment are primarily
the office papers, and toilet tissue. The Company continues to procure the
recyclable paper bearing the FSC logo or Ministry of the Interior’s
environmental protection logo. Meanwhile, in order to reduce the paper
consumption, the Company communicates to all workers that the paper may
be double-side and reverse page copy and printing.
For detailed description, please refer to the “Environment Sustainability” sect
in the CSR Report.
No major discrepancy
No major discrepancy
No major discrepancy
(III) Does the Company evaluate the potential
risks and opportunities of climate change
for the Company at present and in the
future, and take measures to address
climate-relatedissues?

-47-

Evaluation Status Implementation Status Deviations from Corporate
Social Responsibility Best
Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
Yes No Abstract Explanation
(IV) Does the Company count the greenhouse
gas emissions, water consumption and
total weight of waste in the past two
years, and formulate policies for energy
conservation
and
carbon
reduction,
greenhouse gas reduction, water use
reduction or other waste management?
At present, the climate change will not affect the business activities and
development of CHC Healthcare Group, nor will it have a negative effect on
its finance and business. Even so, the Company still looks forward to being
able to fulfill its civic responsibilities for a sustainable environment and
jointly protect our coexisting environment. And in recent years, the earth has
indeed experienced more and more treacherous climate change, which has
indeed become a common issue that all industries must face. The Company
has discussed relevant strategies and measures in this regard. In addition to
counting the annual carbon dioxide emissions in 2020, it will also add
statistics on water consumption and total weight of waste in Taiwan and
expect to set a short-, medium- and long-term environmental protection
targets based on the results of 2020. For detailed description, please refer to
the“Environment Sustainability”sect in the CSR Report.
No major discrepancy
IV. Social Problems
(I) Does the Company establish social welfare
policies and procedures according to
relevant statutory regulations and the
International Bill of Human Rights?
In order to fulfill CSR and protect the basic human rights of all colleagues,
clients and stakeholders, we strictly comply with the principles disclosed in
the International Bill of Human Rights and respect internationally recognized
basic human rights of labors, such as prohibiting child labor, eliminating
employment and occupational discrimination. We establish relevant
administration policies and procedures, and abide by the labor-related laws
and regulations of the local competent authorities to protect the legitimate
rights and interests of employees.
The company's human rights policy has been disclosed on the company's
website as follows:
The company respects and supports internationally recognized human rights
norms and principles, including the Universal Declaration of Human Rights,
the UN Global Compact and the ILO Declaration on Fundamental Principles
and Rights at Work, and complies with local laws and regulations and
endeavors to reduce human rights risks or alleviate the impact of human
rights incidents through remedial measures.
Principles of administration
1. Prohibiting any and all forms of discrimination.
2. Prohibiting forced labor and child labor.
3. Providing fair and reasonable salaries and work conditions.
4. Establishing safe, hygienic and healthy work environment.
5. Reviewing and evaluating relevant mechanisms regularly.
No major discrepancy

-48-

Evaluation Status Implementation Status Deviations from Corporate
Social Responsibility Best
Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
Yes No Abstract Explanation
(II)Does
the
Company
formulate
and
implement reasonable employee welfare
measures(including compensation, vacation
and other benefits), and appropriately
reflect the operating performance or results
in employee compensation?
The Company is committed to creating a worry-free work environment for
employees, strives to improve the various systems, and provides good and
comprehensive welfare measures, so that every employee and their families
can enjoy a comfortable and pleasant life; also, enjoy the care and
consideration of the Group.
1. Salary system:
The Company attracts outstanding talents and motivates employees based on
a fair and competitive market-based compensation system. The payroll
structure is determined by linking the overall goals of the Group and the
department with individual work results through the performance evaluation
method developed by the Group; with an open and transparent promotion
mechanism, it provides higher responsibilities and relatively better
compensation and bonuses to drive the development of the organization.
In general, employees receive monthly salaries for 12 months annually, plus
performance bonuses or year-end bonuses based on incentive programs. The
performance/ year-end bonuses released to individual employees in 2020
were equivalent to 3 months of salary. In addition, compensations and stock
dividends are also available, aimed for profits sharing as a feedback to the
employee contributions to the Company.
(1) Year-end bonuses: According to the Employee Performance Evaluation
Guidelines, the Group releases yearly bonuses based on the overall
profitability at the end of the year.
(2) Employee compensations: According to the Employee Compensation
Distribution Guidelines, the annual surplus recognized by the
Shareholders’ Meeting is distributed to the employees of the Group.
(3) Allotment of shares: Depending on the overall operational needs of the
Group, shareholding, seasoned equity offering, and stock options may be
given according to relevant guidelines, formulated for employees to
follow.
Salary adjustment:
2019 average pay
Adjustments
2020 average pay
Adjustments
2021 average pay
Adjustments
3.4%
2.5%
2.0%
No major discrepancy

-49-

Evaluation Status Implementation Status Deviations from Corporate
Social Responsibility Best
Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
Yes No Abstract Explanation
2. Merciful employee welfare system
(1) Insurance plan: In accordance with the relevant law, the Group provides
labor insurance and health insurance to each employee, so that they can be
fully protected. In addition, the Group also plans a group insurance for
employees starting from the date they report to duty, including life
insurance, accident insurance, medical insurance and cancer insurance. If
the employee is on a sabbatical leave due to a military service, major
injury, or childbirth, he or she may continue to participate in the Group's
group insurance, so that the protection can be continued.
(2) Three festivals gift money: The Group distributed gifts to the three major
Chinese New Year, Dragon Boat Festival and Mid-Autumn Festival,
wishing colleagues a happy holiday.
(3) Retirement system: According to the “Labor Standards Act,” a sound
pension system and retirement-related measures are enacted. According to
the “Labor Pensions Act,” an amount equivalent to 6% of the monthly
salary is paid to the personal account with the Bureau of Labor Insurance,
Ministry of Labor, and together with the Group’s sound financial structure
to provide solid pensions appropriation and payment.
(4) Health management: In addition to the fully subsidized health checkup
for the new recruits, the Group regularly applies to the Bureau of Labor
Insurance for occupational hazard inspections every year, covering
general health checkups, special health checkups, etc., and handles annual
health checkups for all employees once in every two years.
(5) Staff dormitory: Considering the needs of short-term travel of employees
and the safety and convenience of long-distance commuting employees,
the Group has staff dormitory available to provide a comfortable living
environment for employees who are traveling or in training.

-50-

Evaluation Status Implementation Status Deviations from Corporate
Social Responsibility Best
Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
Yes No Abstract Explanation
(6) Employee Welfare Committee: The “CHC Healthcare Group Employee
Welfare Committee” is established in accordance with the law to actively
promote various employee welfare measures. Expenditures related to
various employee benefits in 2019 and 2020 are as follows:
3. Retirement system and its implementation
(1) For the work seniority before and after being subject to the “Labor
Standards Act,” the pensions shall be calculated according to the pension
standard as stipulated in Articles 84-2 and Article 55 of the Labor
Standards Act.
(2) Choose to be subject to the pension plan as stipulated in the “Labor
Standards Act” in accordance with the Labor Pension Act or reserve the
work seniority accumulated before applying the Labor Pension Act to be
paid according to the provision of the preceding paragraph.
(3) For employees who are subject to the pension plan as stipulated in the
“Labor Standards Act” and who are forced to retire in accordance with
Subparagraph 2, Paragraph 1 of Article 35, if their mental disability or
physical disability is caused by the execution of their duties, they are
entitled to additional 20% of the pension according to the provisions of
the preceding paragraph.
(4) For employees who are subject to the Labor Pension Act, the Company
will have an amount equivalent to 6% of the monthly salary appropriated
and deposited into the personal pension account.
Year
Funeral
subsidies
Medical
subsidies
Marriage
subsidies
Travel
subsidies
2020
7,000
1,200
48,000
0
2019
0
9,300
24,000
1,609,007
Year
Birthday
gifts
Maternity
benefits
Advanced
study
subsidies
Three
festivals gift
money
2020
80,500
48,000
20,000
915,700
2019
74,500
32,000
23,400
217,000

-51-

Evaluation Status Implementation Status Deviations from Corporate
Social Responsibility Best
Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
Yes No Abstract Explanation
(III) Does the Company provide employees
with safe and healthy work environment
and give regular safety and health training?
In addition to compliance with the government safety and health related laws
and regulations, and consideration for employees’ safety, the Company has
established an occupational safety and health management manual and
related procedures in accordance with the OHSAS 18001 Occupational
Safety and Health Management System for which the Company passed the
certification in October 2018 and OHSAS 18001 Occupational Safety and
Health Management System, changed to ISO45001: 2018 later, for which the
Company passed the certification in January 2021. Aiming at zero
occupational disasters and strengthened self-management, we continuously
improve occupational safety and health performance, reduce occupational
disasters, protect labor safety and health, and meet the requirements set by
stakeholders including the relevant authority, customers and employees. All
workers should abide by the procedures and specifications stipulated in the
manual, and maintain effective operations of the occupational safety and
health management system.
Safety:
Four labor safety and health education workshops and three disaster
prevention training workshops were organized in accordance with the labor
laws, “Occupational Safety and Health Act” and ISO 45001, so that
employees can be aware of and follow the relevant rules, to ensure effective
implementation of occupational safety and health management. There were
four cases of workplace injury in the year of 2020, and we’ll continue to take
care of employees and strengthen the safety promotion.
Meanwhile, in response to the outbreak of COVID-19 in January 2020, the
Company also established the relevant standard operating procedures and
requirements for epidemic prevention. For details, please refer to the part
about care for employees in the CSR Report.
No major discrepancy

-52-

Evaluation Status Implementation Status Deviations from Corporate
Social Responsibility Best
Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
Yes No Abstract Explanation
Health:
We offer corporate health insurance and new employee health checkups, and
based on ISO 45001 health checkup procedures, give health check-ups for all
employees every two years to look after the employees’ health.
In addition, according to the Labor Health Protection Act, operations exposed
to ionizing radiation are particularly looked into, where the high-risk
employees are medical technicians, and their belonging departments send
their names each year to HR which will then file applications to the Bureau
of Labor Insurance for special hazard health checks and regular follow-ups to
protect these employees.
Further, as the Company’s headquarters in Neihu Dist., Taipei City has been
activated officially since May 2020, the Company planned a sport space
exclusive for all employees. The Company retained coaches externally to
teach professional sports courses, hoping to guide employees to devote
themselves, physically, mentally and interpersonally, through exercising, in
order to inspire participants to have the courage to challenge themselves and
determination to conquer any difficulty. Exercising regularly will not only
benefit employees’ physical and mental health but also boost the positive
attitude throughout the Company.
In addition to the above measures, in order to prevent sexual harassment, the
Sexual Harassment Prevention and Appeal Guideline is established with a
dedicated complaint filing mechanism, to ensure any sexual harassment,
gender discrimination or violence, threats and intimidation are strictly
prohibited, for a gender equality workplace. We make every effort to create a
happy, secure and rest assured working environment. No discrimination cases
occurred in 2020.
No major discrepancy
(IV) Does the Company offers effective
training programs for employees’ career
development?
The training programs come in four categories:
1. Pre-employment training: New employees are counseled and oriented to
understand the Company’s organization, business overview, labor safety
and health, and standard procedures.
2. Internal training: Employees are given internal training to enhance their
basic job competence and professional capability.
3. External training: Depending on the employees’ job needs and positions,
the external training is given to enhance their professional skills and
leadership capability.
4. Overseas training: To meet the future corporate development or job
requirement, employees are recommended by their supervisors for going
abroad to receive professional training.

-53-

Evaluation Status Implementation Status Implementation Status Implementation Status Deviations from Corporate
Social Responsibility Best
Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
Yes No Abstract Explanation
(V) Does the Company comply with relevant
statutory regulations and international
norms regarding the customer health and
safety, customer privacy, marketing and
labeling of products and services, and
formulate consumer protection policies
and complaint filing procedures?
(VI) Does the Company formulate supplier
management policies that require suppliers
to
follow
relevant
regulations
on
environmental
protection,
occupational
safety and health or labor human rights?
and how is it implemented?












The equipment distributed by the Company absolutely complies with related
laws and international standards, and must be verified and registered
according to the relevant regulations of the Ministry of Health and Welfare
before being sold in the local market. The equipment has correct labeling or
package insert, and instructions for use. In response to the enforcement of
Medical Devices Act on May 1, 2021, the Group will continue to comply with
it to protect the safety, performance and quality of the medical equipment
used by customers. Regarding consumer protection policies and complaint
filing procedures, the Company has established standard operating procedures
for handling quality complaints, serious adverse reactions, and product
recycling notifications in accordance with ISO9001 and relevant regulations
of the Ministry of Health and Welfare.
Domestic supplier:
The Company has a "Corporate Social Responsibility Statement", which
lists environmental protection, safety, health, human rights, ethics, and
government issues related to social responsibility, requiring that the
suppliers should sign and comply with relevant norms, and jointly fulfill
CSR. The current statement has been recycled. The contents of the
“Corporate Social Responsibility” are as follows:
Comply with relevant
regulations on waste
water, waste gas, solid
waste, hazardous waste
and noise control
Take systematic measures
to reduce the consumption
of energy resources and
reduce emissions
Ensure that products and
services do not use illegal
and environmentally
hazardous substances
prohibited by customers
~~Ensure that employees~~
can have a safe and
healthy working
environment through
effective management
~~Provide an equal and fair~~
working environment and
prohibit any form of
discrimination
~~Respect the basic human~~
rights of employees and
prohibit any and all forms
of insulting behavior
~~Provide employees with a~~
safe, clean diet and
potable water
~~Provide adequate and~~
qualified sanitary and
environmental facilities,
such as public facilities,
etc.
~~Respect the freedom of~~
employees and prohibit
any and all forms of
forced labor
~~Promote~~
labor-management
cooperation and respect
the opinions of employees
~~Comply with general~~
corporate ethics
~~No child labor~~
Minor and female
employees labor
protection
Respect employees' right
to free association and
collective bargaining
Appropriate salary and
benefits











No major discrepancy
No major discrepancy

-54-

Evaluation Status Implementation Status Implementation Status Implementation Status Deviations from Corporate
Social Responsibility Best
Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
Yes No Abstract Explanation
V. Does the Company refer to internationally
accepted report preparation standards or
guidelines
to
prepare
corporate
social
responsibility reports and other reports that
disclose
the
Company's
non-financial
information? Has the previous disclosure
report obtained the confidence or assurance
opinions of third-party verification units?
The CSR Report is based on the GRI Standards released by GSSB, following
the “core” options, and making reference to the “Taiwan Stock Exchange
Corporation Rules Governing the Preparation and Filing of Corporate Social
Responsibility Reports by TWSE Listed Companies”. However, the Company
is currently an enterprise that is not compulsory in preparing the report, so it
has not sought the confidence or assurance opinions of third-party verification
units.






No major discrepancy
VI. 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:
The Company has established “Corporate Social Responsibility Principles”, which has no major discrepancy from the “Corporate Social Responsibility Best Practice
Principles for TWSE/TPEx Listed Companies”. For more information in this regard, please visit the corporate website and MOPS.
VII. Other important information to facilitate better understanding of the Company’s corporate social responsibility practices:
(I)
Environmental protection: The Company uses the best effort to promote the energy conservation and carbon reduction policy and related environmental policies
at the office premises, and value suppliers’ ESG performance. In response to the introduction of ISO 9001 Quality Management System, mechanisms are
established to evaluate and audit new and existing domestic and foreign qualified suppliers in terms of their quality, occupational safety and health, based on the
supplier management procedures, for joint commitment to the environmental sustainability.
(II)
Social contributions: The Company hopes that the introduction of high-end medical equipment and technical services can bring in more precise treatment, more
sufficient medical resources and higher quality of medical services to the public, thereby promoting the overall health and well-being of the people.
(III)
Social services: The Company has organized the “CHC Medical Volunteer Service” with the aim of “Medical Services, Charity, and Healthy Living,” to actively
engage in social welfare activities, by helping disadvantaged groups in rural areas, offering volunteer clinical services, and promoting healthy living awareness.
We encourage employees to engage in volunteer services to congregate individual influences into the greatest synergy for contributions to society.
(IV) Social welfare: With a mind of feedback to the society, we provide resources to disadvantaged groups in need of help. And in case of natural disasters and major
accidents, we also provide emergency assistance, participate actively in disaster relief or caring activities initiated by various sectors.
(V)
Consumer rights: The Company distributes high-end medical equipment and cultivates a manufacturer-certified technical service team to assist customers in
equipment installation, and take charge of the training programs and after-sale maintenance with comprehensive services. Customer complaints are handled and
responded by the sales unit and technical unit immediately, and the customer service toll-free telephone number is set up to ensure the customers’ rights.
(VI) Human rights: The Company is committed to a friendly workplace, diverse and discrimination-free, regardless of gender, age, nationality, race, color and
political stand. Every employee enjoys equal right to work in the Company. We also provide opportunities for individuals to freely express ideas and seek
development. We are committed to a workplace that values human rights and is free from discrimination and harassment.
(VII) Safety and health: The Company protects employees’ safety and well-being according to the government’s safety and health regulations. The transformation of
OHSAS 18001 Occupational Health and Safety Management System to ISO 45001 was activated in 2020 and was done in January 2021, in order to continuously
improve occupational safety and health, reduce occupational disasters, and protect employees’safety and health.

-55-

Organization of CSR Committee

==> picture [666 x 492] intentionally omitted <==

-56-

(6) Business integrity and relevant measures

(6) Business integrity and relevant measures
Evaluation item Operations Discrepancy from code of
integrity and the causes
Yes No Description
1. Formulation of integrity policies and programs
(1)Does the Company formulate the integrity
policies approved by the Board, and explicitly
manifest the integrity policies and measures in
the corporate charters and external documents,
and have the Board and senior management
committed to the policies?
(2) Does the Company establish an evaluation
mechanism for the risk of dishonesty to regularly
analyze and evaluate business activities with a
high risk of dishonesty within the business
scope, and formulate a plan to prevent
dishonesty, and at least covers the preventive
measures as stated in the second paragraph of
Article 7 of the “Code of Integirty of Listed
Companies”?
(3) Does the Company have a plan to prevent
dishonesty, with specific operating procedures,
behavioral guidelines, disciplinary and grievance
systems for violations and fully implement it,
and regularly review and modify the plan?










The Company has established the "Integrity Procedures and
Guidelines" and, upon approval of the Board, published it on the
CSR section of the Company's website at http://www.cyhc.com.tw,
which regulates all employees’ ethics and responsibilities in
practicing business, covering individuals, groups and the
corporation, for the public and stakeholders. And the responsible
unit should hold at least one internal advocacy every year to
arrange the chairman, general manager or senior management to
convey the importance of integrity to the directors, employees and
assignees.
The Company formulates a prevention plan with reference to
domestic and international common standards or guidelines, at least
covering the prevention measures of the following behaviors:
1. Offering or accepting bribes.
2. Providing illegal political contributions.
3. Improper charitable donations or sponsorships.
4. Offering or accepting unreasonable gifts, hospitality or other
improper benefits.
5.Infringement on business secrets, trademark rights, patent rights,
copyrights and other intellectual property rights.
6.. Engaging in unfair competition.
7.Products and services that directly or indirectly damage the
rights, health and safety of consumers or other interested parties
during research, development, procurement, manufacturing,
provision or sale.
The Company has established the "Integrity Procedures and
Guidelines", the "Code of Ethics", and the "Performance Evaluation
Method", which clearly stipulates that it shall not accept hospitality
or gifts, rebates or other illegitimate interests for acts or violations
of its duties; it is not allowed to use the relationship in the position
to move loans to the employees or customers of the Bank, nor to
use the authority to violate the law to benefit oneself or others. It
also sets up a special unit to appoint the company's employee
representatives to jointly review, and inform the employees of the
No major discrepancy







No major discrepancy









No major discrepancy

-57-

Evaluation item Operations Discrepancy from code of
integrity and the causes
Yes No Description
punishment content; if the punished employees have doubts, they
must also file a petition to establish a fair reward and punishment
system.

2. Implementation of integrity
(1) Does the Company evaluate the integrity records of
counterparties and specify the terms of good faith in its
contracts with the counterparties?
(2)Does the Company set up a special unit under the
Board to implement the corporate integrity and
regularly (at least once a year) report the
supervision and implementation of the integrity
policies and plans for dishonesty prevention?
(3) Does the Company have a policy to prevent conflicts
of interest with a proper complaint filing mechanism
for implementation?
(4) Does the Company establish an effective accounting
system and internal control system for the
implementation of integrity management, and based
on the results of the assessment of the risk of
dishonesty, the internal audit unit will formulate the
relevant audit plan, and check the compliance with
the plan to prevent dishonesty, or entrust a CPA to
perform the examination?
(5) Does the company regularly give internal and external
training of integrity management?



The Company evaluates and audits the quality/environmental safety
systems of counterparties, and deals only with qualified ones, while the
unqualified ones will, with approvals from supervisors, be excluded from
dealing with us, and the provisions of integrity will be expressly stipulated
in the future procurement contracts.
The HR & General Affairs Department is assigned the responsibilities for
amendment, execution, interpretation, consulting and archiving the
matters related to “Integrity Procedures and Guidelines”, as well as
supervising the implementation and annually reporting to the Board. The
procedures and guidelines have been disclosed on the Company's website
and propagated through the monthly general meeting of employees for
full-range implementation. In the year of 2020, there were a total of 12
employees' general meetings, and no major violation of integrity was
reported.
The Company has established a policy to prevent conflicts of interest in
the "Integrity Procedures and Guidelines" along with the "Internal Major
Information Processing and Prevention of Internal Transactions" to
provide directors and managers through appropriate channels to explain
whether they have potential conflicts of interest. The above procedures,
guidelines and measures have been disclosed on the Company's website,
and propagated through executive meetings; there were a total of 24 such
executive meetings given in the year of 2020.
To ensure the implementation of integrity management, the Company has
established an effective accounting system and internal control system,
and based on the degree of the assessed risk of dishonesty, the internal
audit unit will formulate the relevant audit plan, and check the compliance
with the plan to prevent dishonesty, and the CPA will conduct internal
control review every year.
The Company communicates to employees our ethical management
philosophy and regulations at the management meeting, in order to enable
No major discrepancy
No major discrepancy
No major discrepancy
No major discrepancy
No major discrepancy

-58-

Evaluation item Operations Operations Operations Discrepancy from code of
integrity and the causes
Yes No Description
them to better understand the same.
3. Grievance mechanism
(1) Does the company have a specific mechanism to
reward reporting of compliance violations, with a
convenient reporting channel and appropriate personnel
to respond?
(2)Does the Company set up standard operating
procedures and, upon investigation, take relevant
follow-up measures and related confidentiality
mechanism?
(3) Does the Company take measures to protect the
informers from illegitimate treatment due to the
incident of reporting?


To protect the corporate reputation, safeguard the property, avoid and
prevent corruption, theft, encroachment or other illegal and disorderly
deeds, that may damage the rights and interests of shareholders,
employees, counterparties and partners, a reporting mechanism has been
established.
Scope: The operating units, personnel as well as external affiliates and
individuals of the Company and its subsidiaries.
Authority: The HR & General Affairs Department is charged with the
business, and if a violation reported involves the directors or high-level
executives, the report should be submitted to independent directors.
The Company has established a standard operating procedure to receive
and investigate violation reports, including the types of reports, the
procedures for reporting, etc. In addition, a confidentiality mechanism is
also set to strictly protect the identities of informers as well as the reported
contents and evidence in the proceeding of investigation,
The Company has established relevant provisions in the reporting
mechanism to protect informers, such as non-disclosure of informer’s
identity, and no consequent discrimination of job interests or work
conditions, in order to protect the informers from illegitimate treatment.
No major discrepancy
No major discrepancy
No major discrepancy
4. Enhancement of information disclosure
(1) Does the Company disclose its code of integrity and
implementation efficacy on its official website and
MOPS?
The Company has published its “Integrity Procedures and Guidelines” on
its official website and MOPS. In addition, the official website has a CSR
dedicated section to disclose the corporate CSR governance, while the
corporate governance subsection further discloses the code of good
practice and its implementation efficacy.
No major discrepancy
5.If the Company has its own code of conduct in accordance with the Code of Business Conduct and Ethics, please describe the difference between the two:
The Company has established the "Integrity Procedures and Guidelines" and the “Code of Ethics and Conduct", and the operations of which are conformable to the standard Code.
The corporate codes are based on the business philosophy of integrity, fairness, transparency and self-discipline, upon which good corporate governance and risk control mechanism are
built for sustainable development.
6.Other important information that helps understanding of the Company's integrity management (such as reviews and amendments of the code of conduct, etc.):
Internal audits are conducted on a regular basis for daily operational processes to reduce corruption and bribery through effective internal control mechanisms such as
self-assessments.

(7) If the Company has a corporate governance code and related regulations, the method of inquiry should be disclosed. Please visit the Company’s official website (http://www.chcg.com): “Corporate Governance” for the “Internal Policies” section downloadable by investors.

  • (8) Other important information that helps further understand the corporate governance should also be disclosed.

-59-

Please visit the Company’s official website (http://www.chcg.com): “Corporate Governance” for the “Corporate Governance Implementation Status” accessible by investors.

  • (9) The following matters concerning internal control system should be disclosed:

  • Internal Control Statement: see Page 61.

  • If the Company entrusts CPAs to conduct internal control system, the CPA auditing reports should be disclosed: N/A.

  • (10) If the Company and its internal personnel was punished by law, or its internal personnel was punished by the Company due to its violation of the internal control policies, and such punishment may significantly infringe the shareholders’ interests or the price of securities, the specific punishment, major deficiencies and improvement shall be clearly listed: N/A.

-60-

CHC Healthcare Group Internal Control Statement

Date: March 19, 2021

The implementation of the Company’s internal control system in 2020, based on the self-evaluation results, is hereby declared as follows:

  • I. The Company is fully aware that the establishment, implementation and maintenance of an internal control system are the responsibility of the Board of Directors and managers of the Company, and therefore the Company has established the system. Its purpose is to reasonably assure the fulfillment of operational effectiveness and efficiency (including profitability, performance and asset security), as well as reliability, immediacy, and transparency of reports and promulgation, and compliance with laws and regulations.

  • II. An internal control system has its inherent limitations. No matter how perfect the design is, an effective internal control system can only provide reasonable assurance of achieving the above three objectives. Moreover, due to changes in circumstances and conditions, the effectiveness of the system may change accordingly. Nevertheless, the Company’s internal control system has a self-monitoring mechanism, by which corrective action will be taken immediately once a flaw is identified.

  • III. Based on the effectiveness indicators of the “Standards for Publicly Held Companies to Internal Control Systems” (hereinafter referred to as the Standards), the Company determines whether the design and implementation of the internal control system is effective. According to the process of internal control management, the indicators adopted by the Standards consist of five components: (1) environment of control; (2) assessment of risks; (3) operations of control; (4) information and communication; and (5) monitoring. Each component consists of several items, which are described in the Standards.

  • IV. The Company has adopted the aforementioned indicators to evaluate the system design and implementation effectiveness.

  • V. Based on the results of the above evaluation, the Company believes that the December 31, 2020 report of the Company’s internal control system (covering subsidiaries) including the understanding of the operational effectiveness and level of efficiency, is reliable, timely and transparent, and the system is designed and implemented in compliance with relevant laws and regulations, reasonably ensuring the achievement of the above objectives.

  • VI. This statement will become the main content of the Company’s annual report and public statement, and will be made public. If the content of the above disclosure is hypocritical or concealing, it will be violation of Articles 20, 32, 171 and 174 of the Securities and Exchange Act.

  • VII. This statement was approved in the Board meeting on March 19, 2021, and all the seven attending directors held no objections, and agree with the content of the statement. The resolution is herewith combined with this statement.

CHC Healthcare Group

Chairman: Pei-Ling Lee (seal/signature)

General Manager: Pei-Ling Lee (seal/signature)

-61-

(11) Major resolutions of the Shareholders' Meeting and the Board meetings in the most recent year and as of the date of the annual report

Type of
meeting
Date Major resolutions
Board
meeting
March 23,
2020
1. The Company’s 2019 parent company only financial report and
consolidated financial reports.
2. Distribution of the Company’s earnings 2019.
3. The Company’s 2019 business report.
4. The Company’s 2019 Internal Control Statement.
5. The Company’s 2020 business plan and annual budget.
6. Distribution of the Company’s stock dividend and bonus in cash 2019.
7. Distribution of remuneration to employees and directors 2019.
8. Reelection of directors.
9. Name list of nominated candidates for director and independent director,
and review on the nominated candidates’ qualifications.
10. Termination of non-competition restrictions on new directors and their
representatives.
11. Transfer of the buy-back stocks to employees at a price lower than the
averaged buy-back prices.
12. Private placement of ordinary shares.
13. The 2020 Annual General Meeting and processing of masters
concerning the premises of shareholders with more than 1% of the
holding during the proposal and nomination period, and exercise of
electronic voting.
14. Distribution of year-end bonuses to managers 2019.
15. Proposal of loans to affiliates.
16. Proposal of endorsements for affiliates.
17. Proposal of the capital increase record date for 3rd domestic secured
convertible corporate bonds in Q1 2020.
18. The Company replaces the CPA in response to the job rotation
implemented in the CPA Firm.
19. Proposal of the amendments to the “Audit Committee
Charter” ,“Management Measures for the Preparation of Financial
Statements” and “Procedures for Ethical Management and Guidelines
for Conduct”
20. Proposal of the amendment to the Company’s “Compensation
Committee Charter”
21. Proposal of the amendment to the Company’s “Rules of Procedure for
Meetings of Board of Directors” and “Corporate Governance Best
Practice Principles”
22. Proposal of termination of non-competition restriction on the
Company’s senior management.
23. Proposal of application for bank credit limits.
24. Proposal of sterilization facility construction project of the subsidiary
Shin-Ho Instruments Co., Ltd.
Board
meeting
May 6,
2020
1. Proposal of loans to affiliates.
2. Proposal of the capital increase record date for exercise of employee
stock options and 3rd domestic secured convertible corporate bonds in Q2
2020.
3. Proposal of the establishment of the Company’s “Policies and Procedures
for Risk Management”
4. Proposal of acquisition of the right-of-use assets from the subsidiary Chiu
Ho Medical System Co.,Ltd.

-62-

Type of
meeting
Date Major resolutions
5. In order to acquire or dispose of the assets, the Board of Directors shall
authorize the Chairman to make decision within the specific limit.
6. Proposal of relocation of the Company’s business address.
Board
meeting
June 2,
2020
Proposal of issuance of 4th domestic secured convertible corporate bonds.
Shareholder
s’ Meeting
June 12,
2020
1. Ratification of the Company’s 2019 business report and financial
statements.
2. Ratification of distribution of the Company’s earnings 2019.
3. Ratification of transfer of the buy-back stocks to employees at a price
lower than the averaged buy-back prices.
4. Approval of the private placement of ordinary shares.
5. Approval of the election of directors of 6th term.
6. Approval of the termination of non-competition restrictions on new
directors and their representatives.
Board
meeting
June 12,
2020
Proposal of election of the Chairman and Vice Chairman.
Board
meeting
August 5,
2020
1. Proposal of election of the Company’s 5th Compensation Committee
members.
2. Proposal of resolution on remuneration to 5th Compensation Committee
members
3. Proposal of resolution on remuneration to 2nd Audit Committee members
4. In order to make the endorsement or guarantee, the Board of Directors
shall authorize the Chairman to make decision within the specific limit.
5. Proposal of loans to affiliates.
6. Proposal of endorsements for affiliates.
7. Proposal of the capital increase record date for exercise of employee stock
options and 3rd domestic secured convertible corporate bonds in Q3
2020.
8. Proposal of the amendment to the Company’s “Audit Committee Charter”
9. Proposal of the amendment to the Company’s “Corporate Social
Responsibility Principles”, “Rules Governing the Scope of Powers of
Independent Directors” and “Rules of Procedure for Meetings of Board of
Directors.”
10. Proposal of application for bank credit limits.
Board
meeting
November
4, 2020
1. The Company’s internal audit plan 2021.
2. The Company’s independent auditor independence evaluation 2020.
3. Proposal of loans to affiliates.
4. Proposal of endorsements for affiliates.
5. Proposal of the capital increase record date for exercise of employee
stock options, and 3rd domestic secured convertible corporate bonds &
4th domestic secured convertible corporate bonds in Q4 2020.
6. Proposal of reinvestment for 100% holding of the subsidiary.
7. Proposal of the amendment to the Company’s “Operating Regulations
Governing Transactions with Affiliates, Related Parties, Specific
Companies and Group Entities” and “Management Measures for the
Preparation of Financial Statements.”
8. Proposal of the amendment to the Company’s “Compensation Committee
Charter”.
9. Proposal of provision of remuneration to directors and employees 2020.
10. Proposal of review on remuneration to the Company’s new Chairman
and Vice Chairman

-63-

Type of
meeting
Date Major resolutions
11. Proposal of application for bank credit limits.
12. Proposal of the Company’s establishment of the functional committee,
“CSR Committee,” and enactment of the “Corporate Social
Responsibility (CSR) Committee Charter”.
13. Proposal of resolution on remuneration to 1st CSR Committee members.
Board
meeting
March 19,
2021
1. The Company’s 2020 parent company only financial report and
consolidated financial reports.
2. Distribution of the Company’s earnings 2020.
3. The Company’s 2020 business report.
4. The Company’s 2020 Internal Control Statement.
5. The Company’s 2021 business plan and annual budget.
6. Distribution of the Company’s stock dividend and bonus in cash 2020.
7. Distribution of remuneration to employees and directors 2020.
8. Proposal of the amendment to the Company’s “Procedures Governing the
Acquisition or Disposal of Assets”.
9. Private placement of ordinary shares.
10. The 2021 Annual General Meeting and processing of masters
concerning the premises of shareholders with more than 1% of the
holding during the proposal period, and exercise of electronic voting.
11. Proposal of loans to affiliates.
12. Proposal of endorsements for affiliates.
13. Proposal of the capital increase record date for exercise of employee
stock options and 4th domestic secured convertible corporate bonds in
Q1 2021.
14. Proposal of the amendment to certain provisions of the “Computerized
Information System Cycle” in the Company’s Internal Control System.
15. Proposal of the amendment to the Company’s “Managers’ Performance
Evaluation and Remuneration Standard.”
16. Distribution of year-end bonuses to managers 2020.
17. Review and adjustment on remuneration to the Company’s Vice
Chairman.
18. Proposal of application for bank credit limits.
19. Proposal of additional budget for sterilization facility construction
project of the subsidiary Shin-Ho Instruments Co., Ltd.
20. Proposal of appointment of the COO.
21. Proposal of appointment of the CFO.
22. Proposal of the Chief Investment Officer and Chief Human Resource
Officer served by the Chairman concurrently.
Board
meeting
May 5,
2021
1. Proposal of loans to affiliates.
2. Proposal of endorsements for affiliates.
3. Proposal of the capital increase record date for exercise of employee
stock options and 4th domestic secured convertible corporate bonds in Q2
2021.
4. Proposal of relocation of the Company’s business address.

Board
meeting
May 5,
2021
1. Proposal of loans to affiliates.
2. Proposal of endorsements for affiliates.
3. Proposal of the capital increase record date for exercise of employee
stock options and 4th domestic secured convertible corporate bonds in Q2
2021.
4. Proposal of relocation of the Company’s business address.

Board
meeting
May 5,
2021
1. Proposal of loans to affiliates.
2. Proposal of endorsements for affiliates.
3. Proposal of the capital increase record date for exercise of employee
stock options and 4th domestic secured convertible corporate bonds in Q2
2021.
4. Proposal of relocation of the Company’s business address.
(12)Implementation of the 2020 Shareholders' Meetingresolutions
Resolution Implementation
1. Ratification of the Company’s 2019
business report and financial
statements.
After the resolution of the annual general meeting, the
business report and financial statements were published on
MOPS.

-64-

Resolution Implementation
2. Ratification of distribution of the
Company’s earnings 2019.
According to the resolution of the annual general meeting,
allotment of cash dividends totaled NT$281,267,078 was
completed on August 5, 2020.
3. Ratification of transfer of the
buy-back stocks to employees at a
price lower than the averaged
buy-back prices.
Unanimous concurrence by all the attending shareholders.
4. Approval of the private placement
of ordinary shares.
Unanimous concurrence by all the attending shareholders.
5. Approval of the election of
directors of 6th term.
The name list of directors of 6th term elected by all the
attendingshareholders is stated as follows:
Name list of elected directors of 6th term
Director
Representative of Princeton Healthcare Limited:
Pei-LingLee
Director
Tien-YingLee
Director
Chun-ShungHuang
Director
Representative of Yen-Hsin Investment Ltd.:
Yung-Shun,Chuang
Independent
Director
Gui-Duan Chen
Independent
Director
Chang-Jian Ho
Independent
Director
Geng-Wang Laiw
6. Approval of the termination of
non-competition restrictions on new
directors and their representatives.
Unanimous concurrence by all the attending shareholders.
  • (13) Any disagreement on the Board resolutions from directors or supervisors that is officially documented or has written statement in the most recent year and as of the date of the annual report: N/A.

  • (14) Resignation or Dismissal of the Company’s Key Individuals, Including the Chairman, CEO, and Heads of Accounting, Finance, Internal Audit and R&D.

  • V. Information Regarding the Company’s Audit Fee and Independence

Accounting firm Accounting firm CPA CPA CPA CPA Year Year Remark
PricewaterhouseCoopers
(PwC)Taiwan
Yu-Fang Yen Pei-Lin Tu 2020 N/A
Unit: NT$thousands
Amount level Fee item Audit fee Non-audit fee Total
1 Less than 2,000
2 2,000 thousands(incl)~4,000
thousands
3,150 110 3,260
3 4,000 thousands (incl)~6,000
thousands
4 6,000 thousands(incl)~8,000
thousands
5 8,000 thousands(incl)~10,000
thousands
6 More than 10,000 thousands(incl)

-65-

(1) If the non-audit fee paid to CPA, CPA’s accounting firm and its affiliates is more than a quarter of the audit fee, the audit and non-audit fees and the content of the non-audit service should be disclosed.


be disclosed.

be disclosed.

be disclosed.
Unit: NT$thousands
Accountin
firm
g
CPA
Audit fee Non-audit fees Audit period Remark
System of
design
Company
registration
Human
resources
Others Subtotal
Pricewater
houseCoop
ers (PwC)
Taiwan
Yu-Fang Yen
Pei-Lin Tu

3,150
0 0 0 110 110 01/01/2020~
12/31/2020
Note

Note: The non-audit fees-others refer to the service fees incurred for the issuance of secured convertible corporate bonds in 2020.

(2) If the accounting firm is changed and the annual audit fee changed is less than that of the previous year, the audit fees before and after the change of accounting firm and the causes of change should be disclosed.

N/A

(3) If the audit fee is over 15% less than the previous year’s, the reduced amount of audit fee, the proportion and the causes of reduction should be disclosed.

N/A

VI. Replacement of CPA

  • (1) Regarding the former CPA

N/A
cement of CPA
Regarding the former CPA
Date of replacement March 23, 2020
Replacement reasons and
explanations

The accounting firm’s internal job rotation
Whether the appointor
terminates or CPA refuses to
accept the appointment
Principal
Situation

CPA
Appointer
Termination N/A N/A
Refusal of
(subsequent)appointment
N/A N/A
Audit report opinions other
than unqualified ones issued
in the most recent two years
and the reason
N/A
Any different opinions with
the issuer
Yes Accounting principles or practices
Disclosure of financialstatements
Audit scope orsteps
Others
No
Explanation
Other disclosure
(Item 1.4 thru 1.7 of
Paragraph 6 of Article 10 of
the Guidelines should be
disclosed)
N/A
  • (2) Regarding the successor CPA
Regarding the successor CPA
Accounting firm PricewaterhouseCoopers (PwC) Taiwan
Name of CPA Yu-Fang Yen, Pei-Lin Tu
Date of appointment March 23, 2020
Accounting methods or accounting
principles for specific transactions
and consulted matters that may be
issued for financial reporting prior
No discrepancy

-66-

to appointment, and the result. Different written opinions between N/A the former and successor CPAs

  • (3) Reponse from the former CPA concerning Item 1, 2-3 of Paragraph 6 of Article 10 of “Guidelines for Things to be Documented in Annual Report for Pulibly Listed Companies”.

N/A

VII. If the Company’s President, General Manager, and/or executives in charge of finance and accounting worked for the CPA’s accounting firm or its affiliates in the most recent years, their names, job titles and the durations should be disclosed.

N/A

VIII. Changes in Shareholding of Directors, Supervisors, Managers and Major Shareholders

(1) Changes of equity by directors, supervisors, managers and key shareholders (holding more than 10% of total shares)


than 10% of total shares)

than 10% of total shares)
Unit: share
2020
As of April 18, 2021
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
0
0
0
0
491,000
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
22,500
0
(60,000)
0
0
0
Title Name 2020 As of April 18, 2021
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Director, also
major shareholder
Princeton Healthcare
Limited
0 0 0 0

Juristic-person
director,
representative,
chairman of the
Board
Princeton Healthcare
Limited
Juristic presentative:
Pei-Lin Lee
Vice Chairman,
Vice President,
Overseas Business
Dept.
(Note 1)
Tien-Ying Lee 491,000 0 0 0
Director Chun-Shung Huang 0 0 0 0
Director Yen-Hsin Investment
Ltd.
0 0 0 0
Director Yen-Hsin Investment
Ltd.
Representative:
Yung-Shun Chuang
0 0 0 0
Independent
director

Gui-Duan Chen
0 0 0 0
Independent
director
Chang-Jian Ho 0 0 0 0
Independent
director
Geng-Wang Laiw 0 0 0 0
General Manager Pei-Lin Lee 0 0 0 0
CEO, Oncology
Business Group
Yee-Min Jen 0 0 0 0
COO Ming-Lun Lee 0 0 22,500 0
CFO Yi-Chun Chen (60,000) 0 0 0

Note 1: In response to the Group’s restructuring, Vice President of Overseas Business Dept., Tien-Ying Lee, was discharged on March 19, 2021.

(2) Information of the counterparties, as related persons, of the equity transfer: N/A.

(3) Information of the counterparties, as related persons, of the equity pledge: N/A.

-67-

IX. Relationship among the Top Ten Shareholders

Unit: share

NAME Current Shareholding Current Shareholding Spouse’s/minor’s
Shareholding
Spouse’s/minor’s
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Name and Relationship Between
the Company’s Top Ten
Shareholders, or Spouses or
Relatives Within Two Degrees
Name and Relationship Between
the Company’s Top Ten
Shareholders, or Spouses or
Relatives Within Two Degrees
Remark
Shares % Shares % Shares % Name Relationship
Princeton
Healthcare
Limited
Representative:
Pei-Lin Lee
28,257,983 17.97%
0
0.00%
0
0.00% Su-Ching
Chen
Representative of
Princeton Healthcare
Limited is the spouse
of Su-ChingChen

NA
5,682,151 3.61% 2,862,808 1.82%
0
0.00% Tien-Yin Lee Representative of
Princeton Healthcare
Limited is the father
of Tien-Yin Lee
Tien-Yin Lee 9,413,985 5.99%
31,000
0.02%
0
0.00% Princeton
Healthcare
Limited
Tien-Yin Lee is the
son of the
representative of
Princeton Healthcare
Limited
NA
Pei-Lin Lee Father & Son
Su-Ching
Chen
Mother & Son
Indeed Co., Ltd.
Representative :
You-Dong Jian
7,219,000
4.59%
0 0.00% 0 0.00% Yong Jin
Shan Co.,
Ltd.
The same person as
Chairman
N/A
0 0.00% 0 0.00% 0 0.00% N/A N/A N/A
Pei-Lin Lee 5,682,151 3.61% 2,862,808 1.82% 28,257,983 17.97% Princeton
Healthcare
Limited
The representative
of Princeton
Healthcare Limited
NA
Su-Ching
Chen
Spouse
Tien-Yin Lee Father & Son
Fubon Life
Insurance Co., Ltd
Representative:
Ming-ShingTsai
5,389,961 3.43%
0
0.00%
0
0.00% N/A N/A NA
0 0.00%
0
0.00%
0
0.00% N/A N/A NA
Shui-Cheng Tu 4,878,033 3.10%
11,000
0.01%
0
0.00% N/A N/A NA
Su-Ching Chen 2,862,808 1.82% 5,682,151 3.61%
0
0.00% Princeton
Healthcare
Limited
Shu-Ching Chen is
the spouse of the
representative of
Princeton
Healthcare Limited
NA
Pei-Lin Lee Spouse
Tien-Yin Lee Mother & Son
Yan-Xian Lu 2,300,000
1.46%
0 0.00% 0 0.00% N/A N/A N/A
Yong Jin Shan
Co., Ltd.
Representative:
You-DongJian
1,900,000
1.21%
0 0.00% 0 0.00% Indeed Co.,
Ltd.
The same person as
Chairman
N/A
0 0.00% 0 0.00% 0 0.00% N/A N/A N/A
TransGlobe Life
Insurance Inc.
Representative:
Teng-Te Peng
1,880,000
1.20%
0 0.00% 0 0.00% N/A N/A N/A
0 0.00% 0 0.00% 0 0.00% N/A N/A N/A

-68-

  • X. The number of shares of reinvested businesses concurrently held by the Company, the Company’s directors, supervisors, managers, and affiliates directly/indirectly controlled by the Company, and the consolidated shareholding ratio.
March 31,2021 Unit: thousand shares March 31,2021 Unit: thousand shares March 31,2021 Unit: thousand shares March 31,2021 Unit: thousand shares March 31,2021 Unit: thousand shares March 31,2021 Unit: thousand shares
Affiliated
Enterprises
(Note 1)
Ownership by the Company Direct or Indirect
Ownership by
Directors/Supervisors
/Managers
Total Ownership
Shares % Shares % Shares %
Chiu Ho Medical System
Co.,Ltd.
377,540 100% 0 0% 377,540 100%
Tomorrow Medical System
Co., Ltd.
70,800
100%

0

0%

70,800

100%
Chiu Ho Scientific Co.,
Ltd.
9,854
100%

0

0%

9,854

100%
Hua Lin Instruments Co.,
Ltd.
48,600
100%

0

0%

48,600

100%
Shin-Ho Instruments Co.,
Ltd.
21,300
100%

0

0%

21,300

100%
Hsin Lin Biotech Co., Ltd. 8,000
100%

0

0%

8,000

100%
E Century Health Care
Corporation
60,000
100%

0

0%

60,000

100%
Tong-Lin Instruments Co.,
Ltd.
40,000
100%

0

0%

40,000

100%
Chiu Ho Biotech Co., Ltd. 33,000
100%

0

0%

33,000

100%
CHC Healthcare (BVI)
Limited
0.94
100%

0

0%

0.94

100%
CHC Healthcare (HK)
Limited
100
100%

0

0%

100

100%
CHC (Guangzhou)
Medical Technology Co.,
Ltd.
USD9,503
thousands
(Note 2)
100%
0

0%

USD9,503
thousands
(Note 2)
100%
Chiu Ho (China) Medical
Technology Co., Ltd.
USD7,544
thousands
(Note 2)
100%
0

0%

USD7,544
thousands
(Note 2)
100%
Medlink healthcare
Limited
154,125 100%
0

0%

154,125
100%
Hsing-Yeh Biotechnology
Co., Ltd
93,600 100%
0

0%

93,600
100%
Neusoft CHC Medical
Service Co., Ltd
RMB15,300
thousands
(Note 2)
51%
0

0%

RMB15,300
thousands
(Note 2)
51%
SenCare Healthcare
Company
19,400 65.99%
0

0%

19,400
65.99%
PTCHCMedikaIndonesia 1.568 100% 0 0% 1.568 100%
CHC Long-Term Care
Corporation
NTD31,040
thousands
(Note 3)
97%
0

0%

NTD31,040
thousands
(Note 3)
97%
Cheng-Hsin Biotechnology
Co.,Ltd

1,200
40%
0

0%

1,200
40%

Note 1: The Company’s long-term investment under equity method. Note 2: It is a limited company without any share issued, so the invested capital amount and ratio are listed. Note 3: Juridical association, and unissued shares, therefore the listing of share capital and ratio of capital contribution.

-69-

Four. Capital Overview

I. Capital and Shares

(1) Source of Capital

Unit: share; NTD

Month/Year Par
value
(NT$)
Authorized capital Authorized capital Paid-in capital Paid-in capital Remark Remark Remark
Number of
shares
Amount Number of
shares
Amount Sources of
Capital
Capital
Increased
by Assets
Other
than Cash

Others
Nov. 2009 10 100,000 1,000,000 10,000 100,000 Incorporation None Note 1
Dec. 2009 13.6585 60,000,000 600,000,000 60,000,000 600,000,000
Conversion of
44,818,604
shares and
exchange of
15,171,396
shares
None Note 2
Feb. 2010 13.6585 100,000,000 1,000,000,000 78,742,908 787,429,080 Cash capital
increase
None Note 3
Mar. 2010 13.6585 130,000,000 1,300,000,000 101,407,472 1,014,074,720 Cash capital
increase
None Note 4
Dec. 2010 77 130,000,000 1,300,000,000 105,303,576 1,053,035,760 Cash capital
increase
None Note 5
June 2011 71.5 130,000,000 1,300,000,000 108,103,576 1,081,035,760 Cash capital
increase
None Note 6
Nov. 2012 78 130,000,000 1,300,000,000 120,000,000 1,200,000,000 Cash capital
increase
None Note 7
Oct. 2013 80 200,000,000 2,000,000,000 130,000,000 1,300,000,000 Cash capital
increase
None Note 8
Oct. 2014 10 200,000,000 2,000,000,000 130,264,250 1,302,642,500
Exercising
employee stock
option

None
Note 9
Jan. 2015 10 200,000,000 2,000,000,000 130,346,000 1,303,460,000
Exercising
employee stock
option

None
Note 10
Apr. 2015 10 200,000,000 2,000,000,000 130,373,250 1,303,732,500
Exercising
employee stock
option

None
Note 11
July 2015 10 200,000,000 2,000,000,000 130,383,250 1,303,832,500

Exercising
employee stock
option

None
Note 12
Oct. 2015 10 200,000,000 2,000,000,000 130,409,750 1,304,097,500

Exercising
employee stock
option

None
Note 13
Dec. 2015 58.8 200,000,000 2,000,000,000 139,409,750 1,394,097,500
Cash capital
increase
None Note 14
Jan. 2016 10 200,000,000 2,000,000,000 139,702,750 1,397,027,500
Exercising
employee stock
option

None
Note 14
Apr. 2016 10 200,000,000 2,000,000,000 139,723,750 1,397,237,500

Exercising
employee stock
option

None
Note 15
Aug. 2016 10 200,000,000 2,000,000,000 139,733,750 1,397,337,500

Exercising
employee stock
option

None
Note 16
Oct. 2016 10 200,000,000 2,000,000,000 139,793,750 1,397,937,500
Exercising
employee stock
option

None
Note 17
Jan. 2017 10 200,000,000 2,000,000,000 139,847,750 1,398,477,500
Exercising
employee stock
option

None
Note 18
Apr. 2017 10 200,000,000 2,000,000,000 139,855,750 1,398,557,500

Exercising
employee stock
option

None
Note 19
July 2017 10 200,000,000 2,000,000,000 139,870,750 1,398,707,500

Exercising
employee stock
option

None
Note20

-70-

Month/Year Par
value
(NT$)
Authorized capital Authorized capital Paid-in capital Paid-in capital Remark Remark Remark
Number of
shares
Amount Number of
shares
Amount Sources of
Capital
Capital
Increased
by Assets
Other
than Cash

Others
Oct. 2017 10 200,000,000 2,000,000,000 139,913,621 1,399,136,210
Exercising
employee
stock option
None Note 21
July 2019 10 250,000,000 2,500,000,000 140,386,871 1,403,868,710
Exercising
employee
stock option
None Note
22
Nov 2019 10 250,000,000 2,500,000,000 141,633,539 1,416,335,390
Employee
stock option
Execution of
vouchers and
conversion of
convertible
corporate
bonds
None Note
23
Aug. 2020 10 250,000,000 2,500,000,000 141,865,789 1,418,657,890
Exercising
employee
stock option
None Note
24
Oc. 2020 10 250,000,000 2,500,000,000 151,289,882 1,512,898,820
Employee
stock option
Execution of
vouchers and
conversion of
convertible
corporate
bonds
None Note
25
Jan. 2021 10 250,000,000 2,500,000,000 157,043,855 1,570,438,550
Employee
stock option
Execution of
vouchers and
conversion of
convertible
corporate
bonds
None Note
26
Apr. 2021 10 250,000,000 2,500,000,000 157,067,355 1,570,673,550
Exercising
employee
stock option
None Note
27

Note 1: Letter of Approval, dated 11/27/2009, Fu-Tsen-Yie-Shan-Zi No.09891131200. Note 2: Letter of Approval, dated 12/18/2009, Gin-Sho-Shan-Zi No.09801290060.

Note 3: Letter of Approval, dated 02/09/2010, Gin-Sho-Shan-Zi No.09901029260. Note 4: Letter of Approval, dated 03/17/2010, Gin-Sho-Shan-Zi No.09901050740. Note 5: Letter of Approval, dated 12/22/2010, Gin-Sho-Shan-Zi No.09901281880. Note 6: Letter of Approval, dated 06/09/2011, Gin-Sho-Shan-Zi No.10001115870. Note 7: Letter of Approval, dated 11/08/2012, Gin-Sho-Shan-Zi No.10101231660.

Note 8: Letter of Approval, dated 10/11/2013, Gin-Sho-Shan-Zi No.10201208320.

Note 9: Letter of Approval, dated 10/17/2014, Gin-Sho-Shan-Zi No.10301216930. Note 10: Letter of Approval, dated 01/26/2015, Gin-Sho-Shan-Zi No.10401007850.

Note 11: Letter of Approval, dated 04/24/2015, Gin-Sho-Shan-Zi No.10401068910. Note 12: Letter of Approval, dated 07/23/2015, Gin-Sho-Shan-Zi No.10401147860. Note 13: Letter of Approval, dated 10/14/2015, Gin-Sho-Shan-Zi No.10401214610.

Note 14: Letter of Approval, dated 01/08/2016, Gin-Sho-Shan-Zi No.10501000920. Note 15: Letter of Approval, dated 04/14/2016, Gin-Sho-Shan-Zi No.10501069930. Note 16: Letter of Approval, dated 08/03/2016, Gin-Sho-Shan-Zi No.10501170840. Note 17: Letter of Approval, dated 10/18/2016, Gin-Sho-Shan-Zi No.10501243740. Note 18: Letter of Approval, dated 01/17/2017, Gin-Sho-Shan-Zi No.10601006010. Note 19: Letter of Approval, dated 04/19/2017, Gin-Sho-Shan-Zi No.10601049020. Note 20: Letter of Approval, dated 07/18/2017, Gin-Sho-Shan-Zi No.10601101290.

Note 21: Letter of Approval, dated 10/20/2017, Gin-Sho-Shan-Zi No.10601143210.

Note 22: Letter of Approval, dated 07/01/2019, Gin-Sho-Shan-Zi No.10801077540 and dated 07/24/2019, Gin-Sho-Shan-Zi No. 10801088920.

Note 23: Letter of Approval, dated 11/04/2019, Gin-Sho-Shan-Zi No.10801138690.

Note 24: Letter of Approval, dated 08/03/2020, Gin-Sho-Shan-Zi No.10901132660. Note 25: Letter of Approval, dated 10/14/2020, Gin-Sho-Shan-Zi No.10901195090. Note 26: Letter of Approval, dated 01/15/2021, Gin-Sho-Shan-Zi No.11001009100. Note 27: Letter of Approval, dated 04/28/2021, Gin-Sho-Shan-Zi No.11001063840.

-71-

Unit: share
Type of shares Authorized Capital Remark
Outstanding Shares
(note)
Unissued shares Total Shares
Registered common stock 157,284,855 92,715,145
250,000,000

Note 1: The Company’s stocks are listed stocks.

Note 2: The Company’s repurchase of treasury shares are 1,000,000 shares.

Note 3: Including the 217,500 shares of the employees’ stock options which have been exercised but yet to be registered, as of the book closure starting date.

(2) Status of Shareholders

,
of the book closure starting date.
(2) Status of Shareholders
,
of the book closure starting date.
(2) Status of Shareholders
,
of the book closure starting date.
(2) Status of Shareholders
, ,
April 18, 2021
Unit:person/share
Shareholder
structure
Number


Government
Financial
institute
Other
juristic
person
Individual Foreign
institute
and
individual
Treasury
stock
Total
Number of Shareholders 0
4

38
11,140 69 1
11,252
Shareholding (shares) 0 8,086,961 11,122,258 99,429,829 37,645,807 1,000,000 157,284,855
Percentage 0.00%
5.14%

7.07%
63.22% 23.93% 0.64%
100.00%

Note: The Company has no shareholders with natural or legal entitites from Mainland China.

(3) Shareholding Distribution Status

Common stocks

Shareholding (shares)
0 8,086,961 11,122,258 99,429,829 37,645,807 1,000,000157,284,855
Percentage
0.00%
5.14%
7.07%
63.22%
23.93%
0.64%
100.00%
Note: The Company has no shareholders with natural or legal entitites from Mainland China.
(3) Shareholding Distribution Status
Common stocks
Shareholding (shares)
0 8,086,961 11,122,258 99,429,829 37,645,807 1,000,000157,284,855
Percentage
0.00%
5.14%
7.07%
63.22%
23.93%
0.64%
100.00%
Note: The Company has no shareholders with natural or legal entitites from Mainland China.
(3) Shareholding Distribution Status
Common stocks
Shareholding (shares)
0 8,086,961 11,122,258 99,429,829 37,645,807 1,000,000157,284,855
Percentage
0.00%
5.14%
7.07%
63.22%
23.93%
0.64%
100.00%
Note: The Company has no shareholders with natural or legal entitites from Mainland China.
(3) Shareholding Distribution Status
Common stocks
Shareholding (shares)
0 8,086,961 11,122,258 99,429,829 37,645,807 1,000,000157,284,855
Percentage
0.00%
5.14%
7.07%
63.22%
23.93%
0.64%
100.00%
Note: The Company has no shareholders with natural or legal entitites from Mainland China.
(3) Shareholding Distribution Status
Common stocks
April 18,2021
Class of Shareholding
(Unit: Share)
Number of shareholders
Shareholding
(Shares)
Percentage
(%)
1-999 2,683 248,405 0.16
1,000-5,000 6,628 12,838,908 8.17
5,001-10,000 916 7,224,996 4.59
10,001-15,000 305 3,873,105 2.46
15,001-20,000 170 3,152,073 2.00
20,001-30,000 159 4,046,914 2.57
30,001-40,000 98 3,497,498 2.22
40,001 -50,000 51 2,338,110 1.49
50,001-100,000 114 7,887,035 5.01
100,001 - 200,000 51 7,131,674 4.53
200,001-400,000 30 8,382,377 5.33
400,001-600,000 16 7,787,236 4.95
600,001-800,000 9 6,290,015 4.00
800,001–1,000,000 9 8,607,507 5.47
Over 1,000,001 13 73,979,002 47.05
Total 11,252 157,284,855 100.00

-72-

  • (4) List of Major Shareholders (holding more than 5% of the total shares or top ten shareholders, with their names, number of shsares held and the shareholding ratios)
with their names, number of shsares held and the shareholding ratios) the shareholding ratios)
April 18,2021 Unit: share
Shares
Shareholder
Shareholding Percentage
Princeton Healthcare Limited 28,257,983 17.97%
Tien-Ying, Lee 9,413,985 5.99%
Indeed Co., Ltd. 7,219,000 4.59%
Pei-Lin, Lee 5,682,151 3.61%
Fubon Life Insurance Co., Ltd. 5,389,961 3.43%
Shui-Cheng Tu 4,878,033 3.10%
Su-Ching Chen 2,862,808 1.82%
Yan-Xian Lu 2,300,000 1.46%
Yong Jin Shan Co., Ltd. 1,900,000 1.21%
TransGlobeLifeInsuranceInc. 1,880,000 1.20%
  • (5) Market Price, Net Worth, Earnings, and Dividends per Share and related information for the last two years

Unit: NTD: per thousand shares

Item Year Year 2019 2020 As of March 31 of
theyear
Market price
per share
Highest 52.80 48.60 40.05
Lowest 30.40 27.65 34.20
Average 40.27 38.87 37.15
Net worth
per share
Before distribution 36.71 37.47 38.12
After distribution 34.71 (Note 1) (Note 1)
Earnings per
share
Weighted average shares 139,707 144,957 156,052
Earnings per share 2.83 2.53 0.67
Dividends
per share
Cash dividends 2.0 (Note 1)
Stock
dividends
(Note 1)
(Note 1)
Retained dividends (Note 1)
ROI analysis Price / Earnings Ratio(Note 2) 14.23 15.36
Price / Dividend Ratio(Note 3) 20.14 (Note 1)
Cash Dividend Yield Rate
(Note 4)
0.05 (Note 1)

Note 1: Based on the resolution of the Shareholders’ Meeting of the following year; however the distribution of 2020 earnings hasn’t been ratified by the Shareholders' Meeting.

Note 2: Price / Earnings Ratio = Average Market Price / Earnings per Share Note 3: Price / Dividend Ratio = Average Market Price / Cash Dividends per Share Note 4: Cash Dividend Yield Rate = Cash Dividends per Share / Average Market Price

(VI) Company dividend policy and implementation

1. Dividend policy

The Company’s earnings, if any, should be applied to pay tax and make up for losses, and then appropriate 10% legal reserve from the remaining amount thereafter. However, when the legal reserve is equivalent to the paid-in capital of the Company, the appropriation of legal reserve could be ceased. In addition, special reserve will be appropriated or reversed according to law and regulations. The remaining amount, if any, plus the accumulated undistributed earnings of previous years will be available for Rear, so at least 50% of the said amount should be appropriated according to the proposal of the Board of Directors; also, when issuing new shares, it should be presented in the shareholders meeting

-73-

for resolutions.

In accordance with the Company Law, the Company authorizes the Board send two-thirds of directors to attend, and upon resolution by more than half of the attended shareholders, distribute dividends and bonuses or all or part of the statutory surplus reserve and capital reserve provided for in Paragraph 1, Article 241 of the Company Law by way of cash distribution and report to the shareholders' meeting.

The Company’s business development is growing currently, and the distribution of dividend and bonus is with the comprehensive dividend policy planned for the distribution of stock dividends and cash dividends appropriately. The Company’s dividend amount is based on having cash dividends accounted for 20% ~ 100% of the total dividends distributed in the current year. However, the actual distribution ratio will be adjusted depending on the actual profitability of the current year and the future capital planning.

  1. The proposed dividend distribution in this shareholders meeting

The Company’s 2020 earnings distribution proposal was resolved by the Board of Directors on March 19, 2021 with the cash dividend of NT$2.01 per share for a total of NT$313,648,149, which will be distributed after the resolution reached in the 2021 annual shareholders’ meeting.

  1. The expected significant changes in the dividend policy: None.

  2. (VII) The impact of the stock dividend proposed in the shareholders meeting on the company’s operating performance and earnings per share

The Company’s 2020 earnings distribution proposal was resolved by the Board of Directors on March 19, 2021 with cash dividend of NT$2.01 per share to be distributed; therefore, no stock dividend was to be distributed and on impact resulted.

(VIII) Remuneration to employees, directors, and supervisors

  1. The percentage or scope of remuneration to employees, directors, and supervisors as stipulated in the Company’s Articles of Association

If the Company makes a profit in the year (i.e. the net income before tax and before deducting the remuneration to employees and directors) after deducting the accumulated losses, should appropriate 0.5% or more of the earnings as remunerations to employees and 5% or less of the earnings as remunerations to directors. The aforementioned remuneration to employees and directors shall be resolved in the board meeting with the attendance of more than two-thirds of the directors and the consent of the majority of the attending directors, which should be reported in the shareholders meeting. The remuneration to employees is paid with stock shares or in cash. The employees of the subsidiaries who have met certain conditions are also entitled to the said remunerations. The Chairman is responsible for stipulating the remuneration distribution plan.

  1. The estimation basis for the remuneration to employees, directors, and supervisors in the current period, the basis for the calculation of stock dividend to employees, and the accounting treatment for the difference between the actual distribution amount and the estimated amount

The estimation basis for the remuneration to the Company’s employees and directors and the basis for the calculation of stock dividend are based on a certain percentage as stipulated in the Articles of Association, which are recognized as expenses and liabilities. When there is a significant difference between the distribution amount resolved by the Board of Directors and the estimated amount, it should be adjusted retrospectively to the profit or loss of the current year. When there is a difference between the actual distribution amount resolved in the shareholders meeting and the estimated amount, it should be adjusted to the profit or loss of the following year.

  1. The distribution of remuneration resolved by the Board of Directors

  2. (1) It had been resolved in the board meeting on March 19, 2021, but is yet to be reported in

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the 2021 annual shareholders meeting.

The remuneration to employees, directors, and supervisors approved by the Board of Directors is as follows:


Directors is as follows:
Distribution item Amount (NTD)
Cash dividend to employees 200,000
Stock dividend to employees None
Remunerationto directors and supervisors 5,600,000

The proposed remuneration to employees and directors and supervisors is not different from the estimated amount in 2020.

  • (2) The amount of stock dividend distributed to employees and its ratio to the net income and total remuneration to employees on the only or individual financial report.

The Company’s remuneration to employees was resolved by the Board of Directors on March 19, 2021 without stock dividend planned; therefore, it is not applicable.

  1. The actual distribution of remuneration (including the distributed number of shares, amount, and stock price) to employees, directors, and supervisors in the previous year, and if it is different from the remuneration to employees, directors, and supervisors recognized, the amount of difference, the cause, and the handling of the difference should be detailed.

For the 2019 earnings distributions proposal resolved in the annual shareholders meeting on June 12, 2020, the actual cash dividend and stock dividend to employees, and remuneration to directors and supervisors are as follows:

Distribution items Amount (NTD)
Cash dividend to employees 195,347
Stock dividend to employees None
Remuneration to directors and supervisors 5,600,000

The aforementioned dividend distribution is not different from the estimated amount in 2019 and the resolution of the Board of Directors on March 23, 2020.

  • (IX) The stock shares repurchased by the company: None.

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II. Bonds

(I) Corporate bond issuance


orporate bond issuance
Type of corporate bond The 4th domestic secured convertible corporate bond
Issuance (handling) date August 4, 2020
Face value NT$100,000
Place of issuance and transaction Domestic
Issuance price Issued at 101% of the par value
Total amount NT$1,500,000,000
Interest rate 0%
Term 5-year
Due date: August 4, 2025
Guarantee agency First Commercial Bank
CTBC Bank
Taipei Fubon Bank
Trustee Bank SinoPac
Underwriting institution Fubon Securities Co., Ltd.
Certification Lawyer Handsome Attorneys-at-Law Lawyer Yawen Qiu
Certification CPA PricewaterhouseCoopers (PwC) Taiwan
Yu-FangYen, CPA/Pei-Lin Tu, CPA
Repayment method According to the provisions of Article 6 of the Rules
Governing the Transfer of Corporate Bonds, except for
that the holder of the convertible corporate bond has it
converted into the common stock shares of the Company
in accordance with Article 10 of the Rules, or the
Company has it redeemed in advance according to
Article 18 of the Rules, or has it redeemed from TPEx
and canceled, the Company will pay in cash for
102.525% of the face value (actual yield rate 0.5%) of
the convertible corporate bonds that are held by the
bondholders at thematurity date.
Unpaid principal NT$1,500,000,000
Redemption or early payment
terms
Please refer to the Company’s 4thdomestic secured
convertible corporate bond issuance and conversion
rules.
Restrictions Please refer to the Company’s 4thdomestic secured
convertible corporate bond issuance and conversion
rules.
Names of credit rating agencies,
evaluation dates, corporate bond
evaluation results
Not applicable

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Type of corporate bond Type of corporate bond The 4th domestic secured convertible corporate bond
Other
rights
attached
Common stock
amount, overseas
depositary receipts, or
other securities that
have been converted
(exchanged or
subscribed) as of the
annual report printing
date
None of the creditors has exercised conversion of the
convertible corporate bonds so far.
Issuance and
Conversion (stock
exchange or
subscription)Rules
Please refer to the company’s 4th domestic secured
convertible corporate bond issuance and conversion
rules.
The issuance and conversion,
stock exchange or subscription
method, and the impact of the
issuance conditions on possible
dilution of equity and existing
shareholders’equity
When the remaining corporate bonds are converted into
common stock shares entirely based on the existing
conversion price, additional 27,829,313 shares should be
issued, and the share capital expansion rate is 17.69%,
which has limited impact on the existing shareholders’
equity.
Name of the depository agency
for the exchange subject matter
Not applicable

(II) Convertible corporate bond information

Type of corporate
bond
Type of corporate
bond
The 4th domestic secured convertible corporate bond The 4th domestic secured convertible corporate bond The 4th domestic secured convertible corporate bond
Item Year 2019 2020 As of March 31 of the
year
Convertible
corporate
bond market
price
Max. 112.50 115.00
Min. 104.70 106.05
Average 107.80 111.54
Conversion price 53.9 53.9
Issuance (handling)
date and conversion
price at the time of
issuance
Issuance date:
August 4, 2020
Conversion price at the
time of issuance:
NT$53.9
Issuance date:
August 4, 2020
Conversion price at the
time of issuance:
NT$53.9
Performance of
conversion obligation
Issuing of new stocks Issuing of new stocks

(III) Exchangeable Bonds

None.

(IV) Shelf Registration for Issuing Bonds

None.

(V) Corporate Bonds with Warrants

None.

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III. Preferred Stock Issuance

None.

IV. Global Depository Receipts

None.

  • V. Employee stock options and new restricted employee shares

  • (I) The outstanding employee stock options of the company and its impact on shareholder’s equity

April 18, 2021


equity

April 18,2021
Type of employee stock
options
First employee stock option in 2017
Effective filing date August 24, 2017
Issuance (handling)
date
April 13, 2018
Number of units issued 2,000 units
Ratio of shares to be
subscribed to total
shares issued
1.27%
Subscription period 7 years
Performance method Issuing of new stocks
Restrict subscription
period and ratio (%)
Subscriber with stock option for two years may exercise stock
subscription rights according to the following schedule and ratio:
Stock options
Schedule Ratio (cumulative)
2 years 25%
3 years 50%
4 years 75%
5 years 100%
Number of shares
obtained
500,500 shares
Shares amount obtained NT$ 15,590,400
Number of shares not
subscribed
1,404,750 shares
The price per share of
shares not subscribed
NT$30.5
Ratio of shares not
subscribed to total
shares issued (%)
0.89%
Impact on shareholder’s
equity
The stock options can be exercised after two years from the issuance date.
The original shareholder’s equity will be diluted year by year, which will
not have a significant impact.

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(II) The names, acquisitions, and subscriptions of the managers with stock options and the top-ten employees with cumulative stock options for stock subscription as of the annual report printing date

  1. The first employee stock option in 2017

subscription as of the annual report printing date
1. The first employee stock option in 2017

subscription as of the annual report printing date
1. The first employee stock option in 2017

subscription as of the annual report printing date
1. The first employee stock option in 2017

subscription as of the annual report printing date
1. The first employee stock option in 2017
April 18,2021 Unit: NT$thousands(unless otherwise stated);1,000 shares
Job Title Name Number of
shares
obtained
Ratio of
shares
acquired to
total shares
issued
Implemented Not Implemented
Number of
shares
subscribed
Subscription
price
Subscription
amount
Ratio of shares
subscribed to
total shares
issued
Number of
shares
subscribed
Subscription
price
Subscription
amount
Ratio of
shares
subscribed to
total shares
issued
Managers General Manager Pei-Lin, Lee 210 0.13% 22.50 NT$30.5
(Note 2)
686.25 0.01% 187.50 NT$30.5
(Note 2)
5,718.75 0.12%
Vice President Tien-Ying, Lee
(Note 1)
Chief Executive
Officer, Oncology
Business Group
Yee-Min Jen
COO Ming-Lun Lee
CFO Yi-ChunChen
Employees Vice President Zhongming
Zhuang
565 0.36% 101.25
98.25
NT$31.9
NT$30.5
(Note 2)
6,226.50 0.13% 365.50 NT$30.5
(Note 2)
11,147.75 0.23%
Vice President Minzong
Zhuang
Junior Vice President Fangqin Zhang

Junior Vice President
Mingfa Hsieh

Special Aide
GuixiangHuang
Manager ShiShon Sang
Manager Shihong Dai
Manager SuhuaLuo
Assistant Manager Wenbo Lu
Superintendent Jiaxuan Wu

Note1: In response to the Group’s restructuring, Vice President of Overseas Business Dept., Tien-Ying Lee, was discharged on March 19, 2021.

Note 2:In response to the 2020 dividend distribution, the Company adjusted the employee stock option price from NT$31.9 to NT$30.5 on July 18, 2020 according to the Company’s “Rules Governing the Issuance of Employee Stock Option.”

Note 3: The number of shares issued as of April 18, 2021 was 157,284,855 shares.

(III) Issuance of new restricted employee shares

The Company did not issue new restricted employee shares as of the annual report printing date.

VI. Status of New Shares Issuance in Connection with Mergers and Acquisitions

None.

VII. Financing Plans and Implementation

The Company has no issuance of securities or outstanding private placement of securities, or the issuance of private placement of securities have been completed in the last three years without significant effect resulted as of the last quarter prior to the annual report printing date.

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Five. Operational Highlights

I. Business Activities

(I) Business Scope

  1. The Company: General investment industry

  2. The Group

  3. (1) Main content of the business

Engaged in the distribution, repair and maintenance, and lease of the equipment for radiation oncology, neurology, medical imaging, ophthalmology, and surgery/surgical service, and the sale of related parts, consumables, and medicines.

  • (2) Business ratio

Business ratio
Unit: NT$thousands
2020
Amount
Business ratio
915,416
35.83%
170,582
6.68%
159,761
6.25%
1,067,656
41.79%
241,496
9.45%
2,554,911
100.00%
Products 2020
Amount Business ratio
Sales of equipment for radiation oncology
and neurology
915,416 35.83%
Other sales 170,582 6.68%
Medicines sales 159,761 6.25%
Rental revenue 1,067,656 41.79%
Service revenue 241,496 9.45%
Total 2,554,911 100.00%
  • (3) The Group’s products (services)

  • Products (services)

    • A. Radiation oncology equipment brands for distribution: Elekta, PTW, GE, Ashland, C-RAD, IBA, and Klarity Medical.

    • B. Neuroscience equipment brands for distribution: Elekta, Megin, Leica, Hillrom, IMRIS, Sony, Crownjun, CAScination, Cyberdyne, Medicapture, Microtek Medical, and Adventech.

    • C. Medical imaging equipment brands for distribution: Swissray and GE.

    • D. Ophthalmology equipment brands for distribution: Bausch+Lomb, Ellex, Leica, PhysIOL, Wexler, Hillrom (Welch Allyn) and Albomed.

    • E. Distribution of Nippon Electric Glass Co., Ltd. lead glass for medical use.

    • F. Voluntary R&D information system sales and collaboration: iROIS.

    • G. Maintenance, repair, technical consultation, system upgrade, and parts replacement of distributed equipment.

    • H. Collaboration with equipment for radiation oncology, neuroscience, and medical imaging: Including medical equipment, instruments, consumables, information software and hardware, and other specific equipment collaboration for all divisions, site planning, radiation shielding calculation, radiation information consultation, and management services.

    • I. Collaboration with equipment for ophthalmology: Including medical equipment, surgical instruments, information software and hardware, and other specific equipment collaboration for hospital ophthalmology departments and ophthalmic clinics, site planning, information consultation, and management services.

    • J. Professional consultation: Provide relevant evaluations on the establishment, procurement, and update of medical device and equipment, consultation on the establishment of relevant software and hardware for medical institutions, and consultation on the construction of large medical equipment.

    • K. Medicine sales: Supply medicines needed by hospitals.

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 Distribution product brand and item

A. Radiation oncology

Radiation oncology
Distribution brands Products
Elekta Radiation oncology digital linear accelerator
MRI linear accelerator
Image-guided radiotherapy
Electronic medical information management
system
Computer treatment planning system
Radiotherapy patient fixation equipment
Ultrasound image-guided radiotherapy system
Remote after-loading intracavitary
brachytherapy system
Intracavitary brachytherapy device
X-ray simulator
Integrated X-ray intracavitary brachytherapy
special photography system
Low-dose prostate tissue interstitial implantation
treatment system
PTW Radiotherapy quality confirmation equipment
Radiological diagnostic quality confirmation
equipment
Radiation calibration measurement system
equipment
GE Computer tomography simulation positioning
X-raycamera
Ashland Self-display dose verification film for quality
validation
C-RAD Radiotherapy laser scanning instant positioning
system
IBA Proton therapysystem
Klarity Medical Radiation oncology patient peripheral
equipment

B. Neuroscience

Neuroscience
Distribution brands Products
Elekta Leksell gamma knife – stereotactic radiosurgery
system
Stereotactic radiosurgery system
Megin Magnetoencephalography (MEG) system
Leica Surgical microscope
Hillrom Operating table, surgical lamp, surgical column
Patient positioning accessories during surgery
Surgery-related smart products and solutions
IMRIS MRI hybrid surgical theatre
Sony NUCLeUS
Crownjun Surgical sutures and instruments
CAScination Stereotactic navigation system
Cyberdyne Hybrid Assistive Limb
Medicapture Medical image processing system
Microtek Medical Surgical microscope sterilization set
Adventech Smart medicalproducts

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C. Medical imaging Medical imaging
Distribution brands Products
Swissray Digital X-rayimaginarydiagnostic system
GE Computed tomography system
Nuclear magnetic resonance imaging system
Nuclear medical imaging system
Positron tomography system
Digital mammographysystem
GE
Computed tomography system
Nuclear magnetic resonance imaging system
Nuclear medical imaging system
Positron tomography system
Digital mammographysystem
GE
Computed tomography system
Nuclear magnetic resonance imaging system
Nuclear medical imaging system
Positron tomography system
Digital mammographysystem
GE
Computed tomography system
Nuclear magnetic resonance imaging system
Nuclear medical imaging system
Positron tomography system
Digital mammographysystem
D. Ophthalmology
Distribution brands
Products
Bausch+Lomb
Excimer laser system
Corneal flap femtosecond laser system
Cataract femtosecond laser system
Corner template cutter
Ellex
Ophthalmoscope laser
Leica
Surgical microscope
PhysIOL
Artificial intraocular lens
Wexler
Surgical microscopy instruments
Hillrom (Welch Allyn)
Handheld vision screener
Albomed
Artificial vitreous
Distribution brands Products
Bausch+Lomb Excimer laser system
Corneal flap femtosecond laser system
Cataract femtosecond laser system
Corner template cutter
Ellex Ophthalmoscope laser
Leica Surgical microscope
PhysIOL Artificial intraocular lens
Wexler Surgical microscopy instruments
Hillrom (Welch Allyn) Handheld vision screener
Albomed Artificial vitreous
  • (4) New products (services) to be developed by the Group

    • Medical service cooperation (equipment collaboration and technical training transfer).

    • MRI linear accelerator (MR-Linac).

    • Expand the scope of application of the cooperative medical department of medical institutions.

    • Development of the elderly care business.

    • Development of health and well-being business.

    • Development of radiarion sterilization business (X-ray sterilization & electron irradiation sterilization).

  • (II) Industry overview

1. The Company

The Company is an investment holding company. The subsidiaries of the Company are mainly engaged in medical equipment distribution, leasing, and services. Through the holding platform, the Company combines professionals and technical services in various medical fields, and integrates logistics management operations to reduce operating costs, so business performance has been growing stably since its incorporation. The Company will continue to lead the industry and increase profits with an operating model of medical industry holdings, and become a leader in the medical service business internationally.

2. The Group

  • (1) Current status and development of industry

The medical equipment industry covers a wide range of products. The “2020 Medical Devices Industry Yearbook” by referring to the Taiwan Pharmaceutical Affairs Act and the “Medical Equipment Classification” announced in 2000 has medical

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equipment divided into medical equipment for diagnosis and monitoring, medical equipment for surgery and treatment, medical equipment for patient aid and recovery, equipment for in vitro diagnosis, and other medical equipment other than the above categories. The Group organized by the Company and its subsidiaries focuses on the sale and collaboration of medical equipment for surgery and treatment, as well as the medical imaging equipment for diagnosis and monitoring. The radiation oncology equipment is mostly large medical device with relatively high technology aspect and mainly imported. For the sake of safety and accuracy of diagnosis, the brand has become the main consideration factor. Such products are usually subject to very high technological thresholds and, therefore, the relevant manufacturers are highly centralized. That is, the market is monopolized by few manufacturers.

Since the types of technologies related to the production of medical devices include electronics, electrical engineering, biotechnology, biochemistry, medical engineering, measurement and chemical engineering, etc., the research and development period is long and the product validation and clinical testing are needed, especially high-end medical equipment requires precision technology. Product distribution requires a large amount of working capital, and the medical equipment license application is time-consuming, regardless of production or distribution, and the barriers of market entry are quite high. As far as the market is concerned, the medical equipment industry is deeply affected by government policies. The medical insurance policy directly affects market demand. Also, the medical product certification and medical insurance payment system is slightly different in each country; therefore, it is difficult to enter the market. However, once the product is successfully introduced into the market, its profits are also higher than those of other industries due to the protection of patents and certifications and the long product life cycle.

==> picture [428 x 246] intentionally omitted <==

Source: 2020 Biotechnology Industry in Taiwan

According to the 2020 Biotechnology Industry in Taiwan (as shown above), the global medical device market in 2019 was US$403.6 billion and is expected to reach US$475.3 billion in 2022. The compound annual growth rate (CAGR) from 2019 to 2022 is approximately 5.6%. In terms of region, the overall top-three ranking remains America (48.5%), Western Europe (23.7%), and Asia Pacific (21.2%).

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The America region has long been a leader in the global medical device market and is considered to be due to its growing medical care demand driven by the increasing elderly population. The market scale and share were both declining in Western Europe in 2019 from 2018, primarily as a result of the impact posed by the US-China Trade War to the global economic growth, in addition to the Brexit and sluggish economic growth of Germany in Europe. The declining economic growth occurring throughout the Western Europe generally affected the medical equipment market adversely. The Asia-Pacific region has the highest compound annual growth rate of 7.0% among the top three markets, which is also higher than the compound annual growth rate of the world, due to the double profit engines, namely increasing medical care demand for elderly people and rising of emerging countries. Therefore, the medical device market in the Asia Pacific region has considerable development potential.

In terms of medical equipment market in Taiwan, the turnover in 2019 was approximately NT$169.2 billion, an increase by 6.3% from 2018. It has been grown continuously in the last ten years (as shown below). The CAGR from 2010 to 2019 is 6.9% as high as that for the Asia-Pacific region. Therefore, the medical equipment industry may be considered as one of the industries with growth potential.

==> picture [433 x 234] intentionally omitted <==

Source: 2020 Biotechnology Industry in Taiwan

According to the Taiwan customs data, the import value of medical equipment in Taiwan was NT$85.58 billion in 2019, growing by 10.7% significantly from 2018. Besides this, in the last five years, the import value of medical equipment in Taiwan has also increased annually. The importing countries are mainly Europe, the United States, and Japan. The imported products are mostly high-end medical products of leading brands in the advanced countries, which Taiwan is still unable to produce and market independently, for example, radiation oncology equipment, medical imaging high-end equipment, surgical treatment equipment, etc. It is expected that the import items will be the same if Taiwan’s industrial structure has not been changed significantly.

Although the size of the domestic market is not as large as that of Europe and the

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United States, the domestic market demand and per capita medical supplies consumption are increasing year by year due to the aging population structure and the expectation of the public in medical care quality. In particular, with the aging population and the increasing demand for medical care driven by the increase in chronic diseases, under the healthcare system, the demand for overall medical resources is significant, the public’s demand for medical quality and services has increased, and the growing demand for self-funded plastic surgery and ophthalmology, the demand for imported high-end novel medical supplies is also quite high. With the growth of domestic demand, it is expected that the growth of imported medical supplies will continue to grow in the future.

In terms of Chinese market for medical equipment, in 2019, China’s medical equipment market reached US$27.6 billion, an increase of 9.7% from 2018. It is the fourth largest market in the world and the second largest market in Asia. In the future, with the reform of China’s medical policy and the investment of related medical resources, the overall medical market demand will continue to expand, and it is expected to drive the growth of the medical device industry. Supported by policy and the huge domestic demanding market, the Chinese medical device market is estimated to reach US$36.53 billion in 2022, with the CAGR by 9.8% from 2019 to 2022, and the growth is quite strong.

In terms of Southeast Asian market, according to the IEKConsulting report in 2017, the total medical expenditure of ASEAN and South Asia was US$269.8 billion, and the CAGR is expected to reach 9.1% in the next five years. The total medical expenditure in 2022 will reach US$443.9 billion. Among the 10 ASEAN countries, the medical equipment markets of Singapore, Thailand, Malaysia, the Philippines, Indonesia, and Vietnam are the most concerned. In terms of per capita medical expenditure and medical equipment market growth potential in each country, the per capita medical expenditure of Vietnam, the Philippines, and Indonesia are less than US$150; especially the US$136 of Indonesia is the lowest. Indonesia has the population amounting to 270 million persons, the largest population in the Southeast Asia. The Indonesian government has implemented the National Health Insurance Plan (BPJS) since 2014, making it become the medical care market emerging globally. Considering that the health insurance is gradually being popularized and the local medical demand is huge, it is foreseeable that the market has great potential for development.

The medical equipment industry is with a wide range of products and detailed classification. The Group currently focuses on the sale and collaboration of medical equipment and consumables for radiation oncology, neuroscience, medical imaging, and ophthalmology.

  • Radiation oncology and neuroscience

  • A. Global radiotherapy market conditions

As shown below, Market Data Forecast indicates that the global radiotherapy market value is expected to grow from US$6.12 billion in 2020 and reach US$8.19

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billion in 2025, i.e. CAGR by 6.00%. In consideration of the impact posed by outbreak of COVID-19 at the beginning of 2020, a lot of cancer patients’ treatment plans were delayed or canceled. Some medical institutions/hospitals ceased to operate or turned to act as the designed hospital dedicated to the epidemic prevention. Notwithstanding, said critical condition was relieved after the various countries were lifting their lockdown policies successively. It is expected that the global radiotherapy market will be back to the normal condition in 2021. With the rapidly advanced technology in treating cancer and increasing cancer patients, North America is expected to remain a market leader by region, with a market value accounting for over 30% of the global market value, followed by Europe, Asia-Pacific, Latin America, the Middle East & Africa in that order. Among the other things, the Asia-Pacific region benefited from the growing maturity of the medical infrastructure and various countries’ policies tending to be sounder. Besides this, in consideration of the increasing occurrence of cancer, it is considered as the market with the strongest growth in 2020–2025 for the CAGR by 6.82% which is much higher than the global average with a bright future expected.

==> picture [416 x 283] intentionally omitted <==

Source: Market Data Forecast

B. Global radiotherapy system equipment market share

The global radiotherapy equipment linear accelerator market is an oligopoly market. The two major manufacturers, the Swedish brand Elekta and the American brand Varian, secured nearly 90% market share in the world. Further analyzing the market share, Varian has an advantage in America; also, the two brands share the European market and Asian market equally.

In addition to the linear accelerator that is currently popular in all advanced countries, Elekta and Philips have collaborated to create the world’s first MRI linear accelerator. The head is mounted in a ring-shaped device that shields the

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magnetic field, avoiding the interference of magnetic field on the accelerator head. Under the circumstance, physicians are able to obtain clear MRI images in radiotherapy that help improve treatment accuracy. Moreover, MRI images have advantages over CT imaging in soft tissues and can avoid unnecessary medical radiation therefore, it is an exclusive product fairly competitive in market. Presently, the Group has included the product portfolio for active promotion.

In addition, proton therapy has been gradually introduced in recent years. The advantage of proton therapy is that it can effectively damage cancer cells while reducing the damage to normal tissues. When proton rays pass through the tissues, only less energy is released on the path of crossing when reaching the specific depth where the tumor located with a large amount of energy released to fight the cancer cells and to significantly reduce the amount of radiation received by the normal tissues behind the tumor. At the same time, the doctor can arrange a customized treatment plan for each patient according to his/her physical condition and treatment needs in order to effectively improve the cure rate and reduce the treatment-related side effects, which is a piece of great news to all cancer patients.

According to the information released by IBA, the leader in proton therapy technology, in the recent years, about 16,000 patients worldwide have received proton therapy annually. It is expected that in 2030, the number of proton therapy patients will grow to 300,000 per year, which shows that the supply of existing proton therapy resources is far lower than the market demand, and it is expected that there is still huge room for growth in the future.

At present, the mainstream of domestic radiation oncology equipment is Elekta, Varian, and Accuray (has merged TomoTherapy). The Elekta linear accelerator distributed by the Group is with nearly 50% market share in Taiwan, outperforming the main competing brand, Varian. Also, in recent years, Elekta has become the first choice of brand by domestic hospitals which planned to change the equipment in the recent years. Elekta itself has actively invested in research and development and successfully launched the world’s first MR-Linac. At present, the product is exclusively distributed by the Group in the Taiwan market. Apparently, the products distributed by the Group are competitive options in the domestic market and customer procurement considerations. The total brands under which the Company distribute the radiotherapy equipment has secured about 60% market share, indicating that the Group is the main distributor of radiotherapy equipment in Taiwan.

In recent years, the Group has also actively promoted the precision medicine – proton therapy system. The Group hopes that by introducing high-end medical equipment and technical services the public will be able to enjoy more precise treatment, more adequate medical resources, and higher quality medical services in order to improve the overall health and well-being of the citizens. The IBA distributed by the Group is a global leading brand of proton therapy. A majority of patients who undergo the proton therapy apply the IBA system in the world. The Group officially introduced the proton therapy system into Taiwan medical market in 2016 and it had taken up 40% market share in Taiwan by the end of 2019.

As far as the types of radiation oncology equipment are concerned, the products distributed by the Group include radiation oncology linear accelerator and TomoTherapy system, as well as the auxiliary equipment, such as Leksell gamma knife and treatment planning system, and the proton therapy system and

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the global exclusive product – MR-Linac introduced in recent years. The product lines provided by the Group are quite complete in depth and breadth and should be able to meet the domestic market demand.

  • Medical imaging

  • A. Diagnostic imaging market development overview

BMI Research has medical device products divided into six categories, namely Consumables, Diagnostic imaging, Dental products, Orthopaedics and Prosthetics, Patient aids, and Others.

As shown below, the category “Others” of the global medical device market accounted for the highest proportion of the global medical supplies market in 2019, while it was not a single item, but a combination of many items. In terms of the largest single category diagnostic imaging product is accounted for 23%. Apparently, the market demand for diagnostic imaging products is very big. Diagnostic imaging products include radiation diagnostic imaging equipment, such as, X-ray machines, computed tomography (CT), and positron emission tomography (PET); non-radiological diagnostic imaging equipment, such as, medical ultrasound screeners and magnetic resonance imaging (MRI); in addition, the parts, accessories, consumables, etc., of diagnostic imaging equipment are also within the scope of such products.

==> picture [421 x 291] intentionally omitted <==

Source: 2020 Medical Devices Industry Yearbook

According to the classification and grading of medical equipment in Taiwan, the medical imaging products distributed by the Group refer to the medical imaging devices included in the medical imaging equipment for diagnosis and monitoring,

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such as the device to capture the image of internal structure of the body with on-invasive technology, including ultrasound imaging equipment, computer tomography (CT), X-ray machine, and MRI, etc.

Considering that such device is still s subject to high technical thresholds, Taiwan still relies on the import for the time being. According to the 2020 Medical Devices Industry Yearbook, the import value of medical imaging device in 2019 accounted for 72.7% of that of the medical equipment for diagnosis and monitoring. Notwithstanding, as such devices are mostly expensive and have a significant impact on the diagnosis decisions of medical personnel, hospitals tend to consider international renowned brands, such as GE, Philips and Siemens, as the main consideration when purchasing. The Group serves as the distributor of GE in Taiwan, engaged in distributing the full-range products including computed tomography (CT), magnetic resonance imaging, nuclear medical imaging system, PET/CT scanner, and digital mammography, etc.

  • B. Diagnostic imaging market development trends and strategies

  • (A) Technology trends – equipment integration (positron emission tomography combined with computed tomography, positron emission tomography combined with nuclear magnetic resonance), low-dose, portable/mobile, special-purpose equipment development, etc.

  • (B) The specification conversion drives the diagnostic imaging equipment market. In addition to the original application, future special-purpose models will continue to be introduced, such as, the application for breast surgery, rehabilitation, plastic surgery, dentistry, and general surgery. The trend of aging population also drives the demand for medical diagnostic imaging equipment.

  • (C) The Group develops oriented towards intelligence, coupled with the emerging technology, such as AI and big data, to aid the professional medical decision, improve the diagnostic efficiency and combining with emerging technologies such as artificial intelligence and big data to assist professional medical decision-making, improve diagnosis efficiency and practice precision medicine.

 Ophthalmology

Due to the prevalence of 3C products and the trend of aging population, in recent years, in addition to the myopia and presbyopia found in young generation, the problems and diseases caused by aging have also increased. Ophthalmology has become one of the star industries under the trend. According to the research data of the Market Data Forecast (as shown below), the global ophthalmology device market in 2020 was US$38.40 billion and it is estimated to reach US$50.19 billion in 2025 with the CAGR by 5.50% in the period from 2020 to 2025. The number of patients with cataracts, refractive, and glaucoma patients is increasing gradually and will drive the therapeutic equipment market to grow. If analyzed by region, the Asia Pacific ophthalmology device market is considered to have the highest CAGR by 6.50% in the period from 2020 to 2025, and the market scale is expected to grow

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from US$6.14 billion in 2020 to US$ 8.41 billion in 2025.

==> picture [418 x 284] intentionally omitted <==

Source: Market Data Forecast

The eye diseases common to see in Taiwan include myopia, cataracts, and glaucoma. Among the other things, the population with myopia in Taiwan ranks the first place in the world. The population with myopia exceeds 20 million, i.e. nine out of ten persons with myopia, and the population with severe myopia (more than 500 degrees) accounts for more than 10%. According to the statistics gathered by National Health Insurance Administration, the prevalence rate of the population with cataracts attaining the age of 65 years old or more attains 60%, which is a common eye disease. Besides this, in the recent years, more and more younger generation has suffered from the cataracts. According to the statistics, the population with glaucoma seeking medical service, as well as the medical expenses thereof, has been increasing year by year, even breaking through 300,000 persons in a single year.

Multiple statistic data show the warning signs with respect to the increasing occurrence rate of eye diseases in Taiwan. Therefore, how to prevent the diseases effectively, find them promptly, and correct and treat them as early as possible has become an important issue concerned by all of us. If the patient does not correct or treat the disease as early as possible, he is very likely to suffer from the complications, such as peripheral retinal variation, subsequently.

The Group distributes the full-range ophthalmic product lines. Patients may make choices subject to their own condition and ophthalmologist’s suggestion. The Group provides the products including excimer laser system, cataract femtosecond laser system, ophthalmoscope laser, surgical microscope, artificial intraocular lens and vitreous. In the recent years, the Group has also successfully introduced the handheld

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vision screener, which may help ophthalmologists discover the vision problems of pre-school children early and rapidly in an easier way, shorten the hours spent in the vision check largely, and benefit the promotion of nationals’ vision care.

(2) Correlation between upstream, midstream, and downstream

As indicated below, the midstream distributors can make up for the upstream medical equipment manufacturers’ insufficient marketing network and regional maintenance services, so that they can concentrate on the design, research and development, and production of medical device and equipment. In addition, the channel dealers through the comprehensive distribution network covering the market can construct a most cost-effective marketing channel, save marketing expenses, and help them quickly enter the market and increase market share. For downstream medical institutions, midstream distributors can quickly provide the medical equipment and technology they need to reduce associated costs and reduce operational risks. In general, the midstream channel dealers integrate the demands of the downstream medical institutions to purchase from the upstream manufacturers, through the division of labor of the upstream, midstream, and downstream industry in order to effectively improve the operational efficiency of the overall medical equipment industry with the flexible inventory management and diversified brand distribution adopted.

==> picture [473 x 210] intentionally omitted <==

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

Upstream Midstream Downstream
Medical equipment Channel distributor
Medical institutions
manufacturers Medical management
(Hospitals and clinics)
consulting company
Medical technical service
Foreign manufacturers company
(Such as: Elekta, IBA, Radiation oncology
IMRIS, Leica, GE, Neuroscience
Bausch+Lomb, Medical imaging and
PhysIOL, etc.) CHC Healthcare Group Ophthalmology, etc.
----- End of picture text -----

  • (3) Various product development trends

  • Medical equipment technology development trend

    • A. Electronic digitization of equipment: the combination of medical device technology and electronic information, bio-engineering precision manufacturing, new materials, and other technologies into emerging high-tech medical device applications, and the need to integrate with other medical devices in the medical department through network transmission is growing and becoming the main trend in the development of the medical equipment industry.

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  • B. Minimally invasive medical surgical equipment: Medical devices have shifted from trauma-type (invasive) surgery to minimally invasive surgical equipment or new technologies, which reflect in cancer treatment, neurosurgery, and ophthalmic presbyopic laser correction surgery. Due to advances in technology, traditional hospitalizations may be replaced by outpatient treatment.

  • C. Revolutionary and innovative medical equipment development: The medical industry has developed along with the rapid development of technologies, such as MR-Linac, compact proton therapy systems, MRI hybrid surgical theatre, hybrid assistive limb, and excimer laser systems. These devices have escaped the framework of traditional diagnosis and treatment. The production of equipment requires more advanced technology and future development is expected.

  • New trends in the development of radiotherapy technology

In recent years, radiation physics, radiation biology, and computer technology have been developed rapidly, with a focus on newer radiotherapy technology developments and more accurate tumor localization. The former is mainly in the pursuit of more advanced methods of irradiation (such as, the use of better physical sources of radiation, or the development of more complex radiation techniques) to achieve dose concentration; the latter is to reduce the uncertainty of treatment during irradiation (i.e. Correct positioning of the target position of the irradiated tumor).

The radiotherapy equipment distributed by the Group has evolved with the current global market and covers the latest radiotherapy technologies and functions described, for example, IMRT, IGRT, VMAT, PBS, etc.. The Group is also actively introducing the latest international treatment equipment, such as proton therapy systems, MR-Linac, etc., and expects to improve the quality of Taiwan's medical treatment and benefit more patients through the introduction of new technologies and products.

 E-management of tumor medical record

Today, hospitals have moved towards informatization (computer and network technology), and oncology medical care requires the establishment and management of electronic information systems while integrating Picture Archiving and Communication System (PACS) to provide better therapeutic quality. Elekta provides such solution needed: MOSAIQ, an integrated electronic medical record system for the course of radiation oncology for each patient, including basic information, medical history and diagnosis at the outset, therapeutic prescription dose given by the doctor, treatment plan and medical imaging, as well as the cumulative dose during treatment, etc., so the doctor can browse the patient’s treatment situation on the computer at any time.

In addition, the Group has successfully developed the Integrated Radiation Oncology Information System (iROIS), as an information platform available to customers from the clinical point of view, to integrate patient treatment information

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between the Hospital Information System (HIS) and the Oncology Information System (OIS), which can also make systematic warnings or reminders for the key points of the radiotherapy process, thereby effectively improving the efficiency of clinical operations and improve patients’ safety at the same time and optimize the operating procedure adopted by a radiation oncology department.

 The growing demand for radiotherapy equipment in China

Surgery, chemotherapy, and radiotherapy are the three major methods of cancer treatment. These three methods can be used individually or in combination for different cancers at different stages of treatment to achieve the best therapeutic effect. In the current situation, most cancer patients need radiotherapy, which is the key to the popularization of radiotherapy equipment.

The Chinese government is in line with the situation that radiotherapy is currently in short supply, and at the same time promoting the rational allocation of large-scale medical equipment. It released the adjustment to “2018–2020 Large Medical Equipment Configuration Plan” on July 31, 2020, in order to further optimize the allocation of large-scale medical equipment in order to satisfy the multi-faceted and diversified medical service needs by clinical diagnosis, medical research and people. A total of 12,768 units of large-scale medical equipment, formerly 10,097 units, are to be added, including 16 new proton therapy systems; 188 new high-end radiotherapy equipment, and 1,451 linear accelerators (including X-knife). Apparently, in correspondence with the promotion of policies, radiotherapy equipment is with growth potentials in the Chinese market.

 Medical equipment collaboration and medical management services

The demand for large-scale medical device and equipment in Taiwan has increased year by year, and the acceptance of equipment collaboration has been increasing. The medical collaboration products provided by medical equipment dealers have become more extensive, and the scale of operations has also expanded. In addition to the medical device and equipment collaboration service provided, the Group in response to customer needs, such as, site planning, construction, business consulting, education and training, repair and maintenance, upgrade services, etc., has further developed a full range of integrated services with increasingly diversified and comprehensive services provided.

While stabilizing the Taiwanese market, the Group will also export its proud medical management services to China and Southeast Asia. The services will range from the most basic medical device and equipment collaboration and business consulting to the management service of individual department and even the entire hospital. The initial target customer is mainly based on local large-scale medical institutions, and the Group expects to penetrate overseas markets by taking advantage of its own soft power.

The medical management service not only provides all the medical equipment required by each department of the medical institution in order to eliminate the

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problem of integration efficiency on different systems, but also supports the education and training of equipment in various medical institutions at any time, providing professional skills or the planning of the medical staff training courses to deepen the dependence of the customer.

(4) Competitions

  • Distribution of medical equipment (radiation oncology, neuroscience, medical imaging, surgery, and ophthalmology)

The medical products distributed by the Group are mostly manufactured by renowned large manufacturers in Europe and the United States, and are the leading brands in the world. In addition to the professional R&D team and the clinical test reports and academic papers of renowned foreign medical centers, the manufacturers have obtained EU CE certification, US FDA license and TFDA license from the Ministry of Health and Welfare with the relevant supporting documents made available. At present, competitors’ products in the market are mostly limited to a few non-mainstream models, which are difficult to obtain customer recognition. Also, the competitor’s brands are facing the dilemma of not having new functional models from the foreign manufacturers; therefore, they are unable to compete against the leading brands with R&D capabilities that are distributed by the Group.

 Medical equipment collaboration and medical management services

The general leasing companies in the industry are mostly with financial backgrounds. The main operations are loaning of funds, and the leasing projects are for factory equipment, aviation equipment, and general vehicles, etc. Currently, there are renowned large-scale leasing companies in market, including Chailease, Hotai, and ORIX, but they are not specialized in medical equipment rental, and thus lack of professional integration services. The Group not only provides medical equipment but also provides technical support from the manufacturer’s certified technical team with the most comprehensive maintenance services equipped to ensure that the medical equipment provided to customers operates accurately. The Group has a sound financial position and a long-term good relationship maintained with the banks to provide customers with an appropriate cooperation practice.

(III) Technology and R&D Overview(A listing of research and development expenditures as well as technologies and/or products successfully developed during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report.)

1. The Company

The Company is an investment holding company and is not engaged in technology and research and development.

2. The Group

The Group is not in the manufacturing industry and therefore does not have a dedicated R&D department. However, since 2018, the Group has engaged in the “IROIP (Integrated Radiation Oncology Information Platform) Development Program”, technology

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research and development programs supported by the Ministry of Economic Affairs, to build an information platform that can integrate the information regarding patient treatment in both HIS and OIS. The program was completed in 2020, and the product “Integrated Radiation Oncology Information System (iROIS)” developed has been officially launched to the market. The R&D expenses spent by the Group was NT$6,252 thousand in 2020.

iROIS is an information platform for clinical operations, bringing together digital medical records and treatment processes, optimizing the operations of the radiation oncology department. The system can connect HIS & OIS to integrate the patient’s information about medical service and treatment horizontally, and is equipped with multiple warning or reminder functions, thereby effectively improving the efficiency of clinical operations and improve patients’ safety at the same time. For clinical workers, iROIS manages the treatment procedures in a systematic manner, thus mitigating the labor burden. Meanwhile, with the strengths, such as one-stop smart services and customized implementation, it helps medical personnel get twice the result with half the effort. For the hospital’s management, iROIS makes the paperless operations available, thus cutting the operating cost and increasing the hospital’s chance to pass the evaluation. It may also provide the integrated data for the advanced big data analysis to help the hospital build a high-efficiency and high-quality information platform.

  • (IV) Long-term and short-term business development plans

  • The Company

The Company is an investment holding company. Its subsidiaries are mainly engaged in the distribution of medical equipment and medical equipment rental management services. Therefore, the long-term and short-term business development plans are based on the Group as a whole. Please refer to the following.

  1. The Group

  2. (1) Short-term business development plan

  3. The Group introduces high-end equipment distributed by it in a business model that combines sales and medical management, to increase the market share of the products in Taiwan, and engages in the China market to sell medical equipment and expand professional medical equipment channels’ scale to strengthen the quality of technical services for higher market share in China.

  4. The Group promotes the iROIS in traditional Chinese developed voluntarily to increase the market share thereof in Taiwan, and also uses the best to effort develop different language versions to enable the product to reach overseas markets too.

  5. The Group continuously trains the professional technical team and expand the medical management services at home and abroad, by providing more timely and sounder services to upgrade the medical service quality, aiming to become the best choice for customers interested in joint ventures for medical businesses, and produces long-term stable revenues for the Group.

  6. The Group continuously introduces the latest medical equipment and technology, seeks medical products demanded by other medical specialties, and extends the depth

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and breadth of medical channels, in order to develop diversified sales business and provide more comprehensive and multi-faceted medical technologies and services.

  • (2) Long-term business development plan

  • The Group expands the current business to the Asia-Pacific medical markets as an overall deployment, by integrating upstream and downstream medical resources into a most complete product line and continuously improves high-value-added medical technology and services, so as to strengthen its leading role in the medical management services, and ultimately lay the foundation for its leadership in integrated medical equipment, technology and service in the Asia-Pacific region.

  • Externally, the Group continuously introduces new competitive products to expand the service channels and increasing strategic partners to achieve economic scale, and internally, effectively simplifies the organizational structure to reduce various administrative costs, and focuses on resources integration to improve business performance and market competitiveness, ultimately continuing to overtake peers in the same trade.

  • The Group develops the long-term care business, and focuses on preventive medicine and continuous care, by developing the projects including elderly fitness, day care, elderly-friendly residence and residential institution, in order to reduce the time spent by the elderly in bed and help them enjoy healthy, independent and pleasant retirement life.

  • The Group launches into the radiation sterilization business, introduces the sterilization system researched, developed and manufactured the international renowned brand, IBA, a Belgium-based company, and provides photon radiation and electro radiation sterilization services stressing safety, high-performance and residual free, in order to become the first supplier who adopts the radiation sterilization technology in line with the sustainable utilization principles throughout Taiwan.

II. Market and Sales Overview

  • (I) The Company

Not applicable

  • (II) The Group

  • Market analysis

  • (1) Sales (supply) area of major products (services)

Unit: NT$ thousands; %

Unit: NT$thousands;% Unit: NT$thousands;%
Sales area 2019 2020
Amount Ratio Ratio Ratio
Taiwan 2,742,853 92.98 2,488,500 97.40
China 196,993 6.68 58,386 2.29
Others 10,206 0.34 8,025 0.31
Total 2,950,052 100.00 2,554,911 100.00

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(2) Market share

The market shares of the main products distributed or sold by the Group in Taiwan

are as follows:

are as follows:
Products Brands Market
share
Radiation oncologyequipment Elekta and other ≥ 55%
Proton therapysystem IBA ≥ 40%
Brachytherapysystem Elekta Nucletron ≥ 80%
Waterphantomqualityassurance system PTW ≥ 70%
Stereotactic radiosurgerysystem Elekta Gamma Knife ≥ 60%
Surgical microscope - neurosurgery Leica ≥ 80%
Surgical microscope - ophthalmology Leica ≥ 50%
Multifocal / Multifocal & astigmatism intraocular
lens - self-supported
PhysIOL ≥ 25%
  • (3) Market supply and demand and growth in the future

  • Market supply and demand changes in the future

In terms of medical equipment market in Taiwan, the turnover in 2019 was approximately NT$169.2 billion. It has grown continuously in the last ten years. The CAGR from 2010 to 2019 is 6.9%. In terms of population, Taiwan had a population of 23.60 million as of the end of 2019, with an average life expectancy of 80.9 years, including 84.2 years for women and 77.7 years for men. The average life expectancy keeps at a record high and is higher than the global average. Taiwan officially entered the “aged society” in 2018 (the proportion of people over 65 years of age exceeded 14%). As of the end of 2019, the proportion of the population over 65 years of age has reached 15.3%. It is expected that Taiwan will enter the “super-aged society” by 2025 when the elderly population will exceed 20%. As the average life expectancy increases, the elderly population increases year by year, the proportion of chronic diseases gradually increases, and the demand for medical resources also increases year by year.

A. Radiation oncology specialist and neuroscience specialist

Malignant tumors have been in the first place of the top ten causes of death for 37 consecutive years. According to the data of the Ministry of Health and Welfare,a total of 175,424 persons died in 2019, of which 50,232 persons died of malignant tumors, accounted for nearly 30% of the total deceased, indicating that malignant tumors have become one serious challenge to the medical community of Taiwan. According to the statistics up to the end of 2019 there was total of 480 hospitals in Taiwan, among which only 90 hospitals have radiation oncology department setup, but there are 138 hospitals with more than 300 beds in service. Such hospitals are large enough to open a radiation oncology department to treat more patients. All of

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the aforementioned phenomena show that there is still room for growth in the demand for cancer radiation equipment in Taiwan.

B. Diagnostic imaging specialist

Medical imaging devices such as nuclear magnetic resonance imaging devices and computed tomography devices are mostly expensive and have a significant impact on the diagnosis decisions of medical personnel. Therefore, hospitals tend to use brand as the main consideration when purchasing. In consideration of the high technological thresholds for the medical imaging device, the global medical imaging device market is currently dominated by three major manufacturers, GE, Philips and Siemens. Most of the medical imaging devices needed in Taiwan today rely on imports. In 2019, the import value of Taiwan’s MRI imaging equipment and computer tomography equipment increased by nearly 40% compared with 2018. It can be speculated that under the wave of new life expectancy and population aging, cardiovascular, rehabilitation and orthopedic diseases will also follow, which will drive the growth of the medical imaging device market.

C. Ophthalmology

As of the end of 2019, there were approximately 23.60 million people in Taiwan, and the population aged 65 and above was about 3.61 million people, accounted for 15.3% of the total population, and it has become an “aged society” with the average life expectancy extended significantly; therefore, the elderly demand higher quality of life and the demand for the treatment of various eye diseases increases.

Further, the 3C products in the modern world, such as computers, mobile phones, and tablets have become an indispensable tool to modern people. In the past, the ultraviolet rays in the sun are the only light hazard that is damaging to the human eyes, but now the light hazard from the use of 3C products indoors is also damaging to human eyes. The long-term direct view of the bright screen with the blue light from the 3C products causes eye diseases, such as cataracts and macular degeneration, not only to the elderly but also to younger generation.

In response to the way people use their eyesight in Taiwan and the trend of aging population, the Group actively introduces various ophthalmic equipment and related products, such as excimer laser systems, femtosecond laser systems, ophthalmic special surgical microscopes and intraocular lens, to take care of the eyes of the citizens.

 Economic development accelerates the upgrading of medical service demand

The prevention and treatment of diseases by modern medicine relies heavily on the diagnosis results of advanced medical equipment. With the economic development and the advancement of medical technology, the national living standard and average life expectancy have also steadily increased. The quality requirements for the medical service market have risen sharply, which has directly led to an increase in the market demand for medical instruments and equipment, which has accelerated the speed of domestic and foreign capital investment in the medical service industry. The market expects that the selection of medical equipment will become more and more advanced. Its product structure is constantly adjusted, its functions are advancing with the times,

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and the demand continues.

  • China’s medical reform creates huge market and business opportunities

Looking at China’s medical environment, China’s overall medical expenditure in 2019 reached US$27.60 billion, a YOY 9.7% from 2018. It is expected that as the Chinese government actively promotes related medical reform plans in recent years, it will continue to expand the overall medical market demand and will continue to push the Chinese medical material market forward. In the 13th Five-Year Plan, which has been officially launched in 2016, it clearly pointed out that the promotion of “healthy China” construction is expected to deepen the reform of the medical and health system, promote the separation of medicals and medicines, implement graded diagnosis and treatment, and establish a basic medical and health system and modern hospital management system covering urban and rural areas in order to activate the demand for medical equipment and hospital management system. Apparently, there is still room for strong growth in the Chinese medical market in the future. The CAGR from 2019 to 2022 is estimated to be 9.8%; also, the Chinese medical equipment market can reach US$36.53 billion in China by 2022.

  • Aging population is the driving force for the development of elderly care business

Taiwan is now an “aged society.” Judging from the ratio of the elderly population in the counties and cities, there are as many as 16 counties and cities out of the 22 in Taiwan where the percentage of persons of over 65 years old exceeding 14%. The proportion of the elderly population over age 65 in Taiwan reached 15.3% at the end of 2019. That is to say, one out of 6.5 persons is an elderly person. Taiwan is expected to be a “super-aged society” by 2025. The elderly population ratio will exceed 20%, and the population will age faster than that of Europe and the United States. Elderly care has officially become a non-negligible issue. It is indeed a huge business opportunity. Therefore, the Group cooperates with the Sakurajyuji Group to deploy the long-term care market in Taiwan. In the future, it will create a comfortable, safe and elderly-oriented humanized space based on a differentiated strategy. In addition to perfect continuous care, it will also promote the concept of preventive medicine, hoping to maximize the length of healthy life of the elderly, minimize the time spent in bed, give a boost to the quality and dignity of the life of the elders at home, and establish Taiwan’s new perspective on elderly care.

(4) Competitive niche

 Professional technical team

The high-end medical equipment distributed by the Group is designed with precision, from installation to upgraded maintenance and repair, which requires sophisticated technology. The Group’s technical team has been trained by the manufacturers, so the team is familiar with the mechanical structure and has sufficient and practical experience. The medical institutions are willing to cooperate continuously and the manufacturers are worry free and rely on the Company for business promotion and market development with distribution rights secured soundly.

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  • Equip with professional medical operation experience and maintain stable cooperation with medical institutions

The Group has engaged in the medical equipment industry for almost 45 years, differentiating itself from its peers for the flexible business model. With extensive experience in cooperation with hospitals, as well as the subsequent provision of repair, maintenance and upgrading services, the Group strengthens the customers’ dependence and, therefore, is able to establish a deeper and more stable relationship with medical institutions.

 Comprehensive radiation oncology, neuroscience, medical imaging, and ophthalmology product lines and ample marketing staff system

The Group distributes the medical equipment that is manufactured by European and American manufacturers, including product lines of radiation oncology, neuroscience, diagnostic imaging, and ophthalmology. There are sufficient products for selection. The Group continues to import the latest medical equipment for the selection of medical institutions. The Group has an experienced business and technical team to market the products to various medical institutions. The Group after the installation of equipment assigns professional technicians to conduct training courses to medical institutions and provide comprehensive services to medical institutions.

 Network value highly recognized by foreign manufacturers

The Group endeavors in operating the medical device and equipment business of almost 45 years with a good name built-up. Apart from the fact that foreign suppliers have actively negotiated distribution issues with the Group in view of the Group’s professional service image, the Group also selects suitable products from major brands for promotion based on customer needs and market trends.

In terms of channel value highly recognized by the suppliers, the Group has considerable initiative and relative bargaining power, which can help the Group gain favorable conditions for the company and increase the distributed brands with the professional marketing ability and complete distribution network. It indicates that the Group has strong distribution capabilities and successfully created the value of professional marketing channels for medical devices.

  • (5) Advantages and disadvantages of developing prospects, and countermeasures

 Advantages

  • A. The Group’s complete and diversified brands distribution

The Group distributes full-range product lines, under the radiation oncology treatment brands including Elekta, PTW, GE, Ashland, C-RAD, IBA, and Klarity Medical; the brands of neuroscience equipment are: Elekta, Megin, Leica, Hillrom, IMRIS, Sony, Crownjun, CAScination, Cyberdyne, Medicapture, Microtek Medical and Adventech; the medical imaging brands including Swissray and GE; the ophthalmology brands including Bausch+Lomb, Ellex, Leica, PhysIOL, Wexler, Hillrom (Welch Allyn) and Albomed, etc.; as well as the medical lead glass made by Nippon Electric Glass Co., Ltd. These are all internationally renowned brands

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with high popularity and market share, which have continued R&D investment to develop new products, new functions and new technologies to initiate the new market demands and maintain competitive edges.

B. Professional technical service department

The Group’s technical service department has dozens of technical engineers, medical physicists, and medical radiation professionals to help customers build medical settings faster and more accurately. From the medical site planning, design and construction, to the medical equipment installation and testing, departmental management and consulting services, medical technician training, and all the way through equipment maintenance and subsequent upgrade services, the job covers one-stop full-customization services, allowing customers to fully grasp market demands and ensure profitability and stable market shares.

C. Sound financial structure

The Group has a sound financial structure and has been engaged in the medical equipment market for more than 40 years; also, the Group has a profound management team, professional stability, long-term cooperation with banks, and cautious fund use.

D. Opportunities for expansion in China and Southeast Asia

With the successful experience in Taiwan, the Group has taken the initiative to engage in the medical equipment markets in China and Southeast Asia which present great growth potential in the Asia Pacific region. Presently, subsidiaries have been set up in China and Indonesia. In China, the business model that combines sales and medical management service is taken to gain access to the local medical market; in Indonesia, it works with Mayapada Hospital Group, a local medical service institution, to continuously promote medical management services to other medical institutions, thus providing an all-round integrated medical management service for the Indonesian market.

E. Equipment and medical service establishment

With the rapid development of technologies, new medical equipment is constantly on the scene, and the demand for new ones is also on the rise. However, most of the new examination and treatment equipment is costly and, as a result, the market for cooperation in medical equipment presents the growth potential. Under a leasing program, not only can the cost of medical institutions be reduced, but also the equipment can be customized based on particular needs so that the equipment can be well integrated to achieve optimal utilization. The Group also deepens the development of equipment collaboration to transform it into the omnibearing medical management services, and sets up service locations in Taiwan, China and Indonesia, in order to have the internal technical team provide real-time technical support from installation and maintenance services to equipment upgrading. The leasing program can also be combined with comprehensive services including departmental planning and construction, management consultation and medical technician training. The soft power of equipment and medical technology

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collaboration provided by the Group is deeply favored by medical institutions, making suppliers’ long-term collaboration with us strongly desirable, as well as more stable and comprehensive partnership with upstream and downstream dealers.

  • Unfavorable factors and countermeasures

  • A. Foreign medical equipment manufacturer distribution contract is the main source of products

At present, domestic high-end or large-scale medical equipment is still mainly imported from Europe and the United States. Although the Group and foreign medical equipment manufacturers have signed equipment distribution contracts; however, if there is a change in the distribution rights subsequently, it will affect the Company’s operations. The countermeasures are as follows:

  • (A) Win the affirmation of foreign medical equipment manufacturers with the continuous efforts of creating excellent sales results, and train professional technical team to install machines, replace parts, and perform repair and maintenance services subsequently; also, take advantage of the marketing channels to help expand consumer market demand in order to obtain the affirmation of foreign medical equipment manufacturers, improve the dependency on the Group, establish stable cooperative relationship, result in an irreplaceable status, so that the distribution rights will not be replaced arbitrarily.

  • (B) Obtain the medical equipment certificate issued by the Ministry of Health and Welfare: The medical equipment to be imported into Taiwan must be inspected and registered according to the relevant regulations of the Ministry of Health and Welfare. The documents to be inspected are cumbersome and time-consuming, and must be handled by personnel familiar with professional requirements. The equipment registration certificate should be owned by the applicants so the foreign manufacturers cannot arbitrarily change the distribution rights and influence the import rights.

  • (C) Cooperate with foreign medical equipment manufacturers to arrange academic courses. In addition to regularly inviting foreign professional doctors or technical engineers to give lectures or courses in Taiwan, occasionally hold seminars in response to academic research or medical technology updates, sign contracts with large medical centers to conduct clinical research, and establish professional teaching centers so foreign manufacturers will have to rely on the Group to assist on the education promotion and regional markets development and to establish a partnership.

  • B. National Health Insurance adopts a total payment system to squeeze the profit of medical institutions

The income of various medical institutions is unstable, which has an impact on domestic medical-related industries. As a result, medical institutions have adopted a

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conservative attitude in preparing budget for the procurement of large-scale medical electronic equipment. Since there is a limit on the purchase amount, the Group strives to reach a balance between the selling price of the manufacturers and the buying price of the customers in order to generate profits. The countermeasures are as follows:

  • (A) Based on the Group’s medical integration and comprehensive professional experience to analyze and assess costs for customers, and apply the innovative technology advantages to make comprehensive construction planning and arrangements. Also, provide a cooperation of medical equipment and technology to help customers shorten the learning curve and improve or maintain products and service price reasonably.

  • (B) Reduce the proportion of products paid by National Health Insurance. Introduce self-funded health care related items, such as MRI-Linac, compact proton therapy systems, and high-end intraocular lens, etc.

  • (C) Continue to expand the business domain, develop overseas markets and extend diversified business entities, in order to contribute new momentum to the business sustainability.

  • C. Difficulty in engineer recruitment

Since the electronic equipment specialists are needed for the installation and maintenance of medical equipment, the Group makes the graduation from an electronic engineering department of a university the basic requirements when recruiting engineers. However, with the reality of the current workplace, many graduates of the electronic engineering major mostly prefer to work for electronics industry, which makes it difficult for the Group to recruit electronic engineering talents. The countermeasures are as follows:

Attract more professional talents with the incentives of a well-established labor–management communication platform of a listed company, perfect welfare system, reasonable salary policy, and diversified talents training channels.

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2. Intended use and production process of the main products

(1) Intended use of major products

Product name Intended use
Radiation oncology digital
linear accelerator
Linear accelerator produces high-energy radiation for treatment by
accelerating high-energy electrons in a vacuum linear accelerating tube,
causing electrons to strike the tungsten target, releasing energy to
produce high-energy (million volts) therapeutic radiation in order to
destroy cancer (tumor) cells. Also, in terms of equipment technology,
the linear accelerator used to perform 3D spatial conformal
radiotherapy and intensity-modulated radiotherapy. These new
radiotherapy technologies aim to increase the therapeutic dose in order
to increase tumor control rates.
The current popular models on the market can perform the latest
image-guided treatments with integrating accelerators, X-ray sources,
and instant electronic verification imaging systems. The doctor before
operating on the patient will use the X-ray to confirm the tumor
position. If necessary, the treatment position can be adjusted, which can
effectively prevent the error caused by the patient’s posture, increase the
treatment accuracy,and reduce the side effects of the treatment.
MRI linear accelerator The latest model introduced by Elekta combined with MRI and linear
accelerator and the real-time nuclear magnetic resonance imaging to
locate the patient’s treatment position, and accurately identify the
location of the tumor by the unique precision of the magnetic resonance
imagingto improve treatment accuracy.
Computer treatment
planning system
Before radiotherapy, use the device that inputs the computed
tomography image of the patient, using a high-performance and
high-computation computer, to plan the radiation angle, time, and dose
of the radiotherapy, and also to evaluate the relative position of other
important organs and their radiation dose.
Intracavitary brachytherapy
device
Brachytherapy is to approach the lesion tissues with a sealed Ir-192
radiation source or placed at the therapy target, including interstitial
implantation and intracavitary treatment, to achieve the desired
radiation over short distances.
Radiotherapy/radiological
diagnostic quality
confirmation equipment
It refers to the radiological measurement tool and equipment, such as
linear accelerator. It is used as a qualitative characteristic adjustment
and calibration measurement for periodic radiation equipment in order
to ensure radiation exposurequality.
Computer tomography
simulation positioning
X-raycamera
Before receiving radiotherapy, use the device to capture tumor images
and related locations of the body parts by computed tomography.
Proton therapy system Proton therapy system is high-end radiotherapy equipment. Its physical
characteristics are that when theproton beampenetrates human tissue,

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Product name Intended use
its energy will go up with distance and go down at the end of the range
(i.e. where the tumor is located) with Bragg peak generated to give
high-dose radiation and kill cancer cells without damaging healthy
tissues. Because proton therapy has the characteristics of spread-out
Bragg peak (SOBP), in addition to reducing the risk of damage to
normal tissues during the treatment, the side effects of radiotherapy will
be reduced to a minimum.
Leksell gamma knife –
stereotactic
radiosurgery system
This is a high precision 3D spatial stereotactic head radiosurgery device
and is used to perform irradiation on tiny intracranial tumors or vascular
lesions; also, more than one hundred independent beams are applied to
irradiate on one single target duringthe treatment.
Magnetoencephalography
(MEG) system
Magnetoencephalography (MEG) is used to examine the magnetic field
change during brain nerve activity. MEG records can be used to explore
the functions of individual brain sensory cortex, functional interactions
between specific brain regions, research attention, language, cognition,
and other complex functions; also, it can be used to explore the
recovery or adaptability of specific brain regions, the assessment of
specific brain functional regions before and after surgery, and the
location of epilepsylesions.
Surgical microscope –
neuroscience
The medical surgery microscope is specifically to be used in an
operating room for enlarging the surgical field of view so that the
doctor can accurately view the blood vessels, soft tissues, and lymphatic
vessel structures in the operation, and it is needed for an organ
transplant surgeryand tissue repair.
Hillrom operating room
products
Hillrom offers a series of state-of-the-art operating room equipment and
services, including flexible operating tables, innovative exclusive
operating room lighting technology, and surgical related consumables.
With its intelligent product line, it can completely improve the
workflow in the operating room and clinical related fields, provide the
best solution for the hospital, and provide an efficient and safe
operatingenvironment for medical staff.
MRI hybrid surgical theatre The sky track MRI of IMRIS is the only device in the world that can
perform multi-functional imaging diagnosis on patients without moving
patients. It can confirm the result of surgical treatment in the process;
also, it can greatly reduce the risk of infection caused by mobilizing
patients and save time. If there is not a surgery scheduled, general
routine angiography can be performed to greatly improve the utilization
of equipment and to maximize the value of the equipment.
NUCLeUS Sony’s NUCLeUS can integrate any brand of medical imaging
equipment in the operating room, provide a single operating interface to
healthcareprofessionals,and improve the efficiencyof healthcare

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Product name Intended use
personnel management data and workflow. This system can also share
images to the hospital’s intranet system and provide Live Surgery for a
two-way interaction between the operating room and the conference
room.
Surgical sutures Crownjun’s surgical sutures are very helpful for suturing blood vessels.
It also successfully developed the world’s thinnest microsurgical suture,
which is used to sew microvessels, lymphatic vessels and nerves in
microsurgery, allowing tighter tissue or blood vessel anastomosis,
which not only increases the success rate of the patient’s surgery but
alsogreatlyenhances the surgeon’s surgical fluency.
Stereotactic navigation
system
It is used for minimally invasive treatment of cancer tumors in the liver,
lung, kidney, pancreas and bones. It can provide clear image navigation
assistance during ablation surgery. Its image fusion function makes the
treatment plan more accurate and provides quality control directly after
ablation; it can reduce the number of local recurrences, compared with
conventional surgery, postoperative hospital stay is shorter and recovery
speed is faster.
Hybrid Assistive Limb The HAL®(Hybrid Assistive Limb) developed by Cyberdyne is the
world’s first semi-robotic robot, which can improve, support and
enhance the wearer’s physical function, assist the disabled to move, and
enable it to reach larger than usual exercise energy is also considered to
be a system that promotes motor learning in the brain.
There have been many medical literatures published abroad, HAL®can
help the functional regeneration of spinal cord injury, stroke and other
neuromuscular diseases.
Digital X-ray imaginary
diagnostic system
Digital X-ray is an X-ray technology with digitalized X-ray images. It
can directly project X-ray images onto a digital sensor board, instantly
digitize the images, and then display the high-resolution images on the
computer digitally and instantly, which will not be distorted by negative
developing and it is basic medical equipment needed by all medical
institutions.
Excimer laser system The excimer refractive myopia laser platform provides a safer and faster
treatment mode. Combining two advanced technologies: static iris
recognition and dynamic iris recognition, it can accurately cut corneal
tissue to achieve the purpose of reducing or removing the number of
diopters (myopia, hyperopia, astigmatism), so that patients can reduce
or eliminate their dependence on glasses or contact lenses, or meet their
professional or sports needs.
Femtosecond laser system Femtosecond laser lens refraction surgery uses a laser light source that
can generate femtosecond lasers, uses synchronous computer
tomography and 3D real-time images to help ophthalmologists plan
personalized crystal surgery procedures,compared to traditional

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Product name Intended use
cataract surgery, combined with femtosecond laser high-tech cataract
pre-surgery, can improve the accuracy and predictability of vision
correction.
Surgical microscope –
ophthalmology
Leica is a world-renowned manufacturer of precision optics. The
operating microscope designed for ophthalmic microsurgery has a low
illumination, high light transmittance, long depth of field, strong red
reflection and clear and undistorted design. For example, posterior
chamber vitreous surgery, corneal and glaucoma all kinds of surgery
must use an operatingmicroscope.
Artificial intraocular lens Artificial intraocular lens is made of PMMA, silicone or acrylic to
synthesize artificial lens with refractive properties according to the
refractive characteristics of the lens in the human eye. The refractive
focus function of the turbid lens helps the image projection to focus on
the retina in order to restore thepatient’s vision.
Artificial vitreous It is applicable to the anterior and posterior segment of ophthalmology,
including intracapsular/extracapsular cataract extraction, intraocular
lens implantation, corneal transplantation, glaucoma filtering surgery
and retinal reposition surgery, etc. It is used as a substitute for glass
body in the two operations, namely Pars Plana Vitrectomy and retinal
detachment surgery. Based on its characteristics of lubrication,
viscoelasticity, transparency, and protection of corneal endothelial cells,
this product helps reduce the interaction between corneal endothelial
cells and tissues, maintain the depth of the anterior chamber of the
eyeball and the visibility during surgery, and can be performed before
implanting the Artificial Vitreous, by covering it with the lens of the
inner eye and the surface of the tip of the surgical instrument to avoid
possible trauma caused bythe surgical instrument.

(2) Production process of major products

The Group is not engaged in the manufacturing industry so it does not apply.

  1. Supply of main raw materials

The Group is not engaged in the manufacturing industry so it does not apply.

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4. List of major customers and suppliers

  • (1) The names of the suppliers who have accounted for more than 10% of the Company’s total purchase amount in one of the last two years and the purchase amount and ratio; also, explain the reasons for the said increase and decrease

Unit: NT$ thousands

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
2019 2020 Until Q1 2021
Item Name Amount Percentage of
net annual
purchase (%)
Relationship
with the
issuer

Name
Amount Percentage of
net annual
purchase (%)
Relationship
with the
issuer

Name
Amount Percentage of net
purchase up to the
last quarter of the
year(%)
Relationship
with the issuer
1 590,556 43.73 None 196,795 24.88 None 21,603 16.30 None
2 147,095 10.89 None 84,473 10.68 None 20,688 15.61 None
3 76,742 5.68 None 67,857 8.58 None 17,827 13.45 None
4 Zuellig 51,108 3.78 None Zuellig 63,059 7.97 None Zuellig 14,820 11.18 None
Others 485,026 35.92 Others 378,794 47.89 Others 57,596 43.46
Net
purchase
amount
1,350,527 100.00 Net
purchase
amount
790,978 100.00 Net
purchase
amount
132,534 100.00

Analysis of increase and decrease:

The Group’s suppliers, which accounted for more than 10% of the total purchases, are mainly for the suppliers of radiation oncology instruments and pharmaceuticals. Supplier 己 , 甲 , 戊 and Zuellig are continuing to supply in response to market demand.

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(2) The name of the customers who have accounted for more than 10% of the Company’s total sales amount in one of the last two years and the sales amount and ratio; also, explain the reasons for the increase and decrease

(2) The name of the customers who have accounted for more than 10% of the Company’s total sales amount in one of the last two years and
the sales amount and ratio; also, explain the reasons for the increase and decrease
(2) The name of the customers who have accounted for more than 10% of the Company’s total sales amount in one of the last two years and
the sales amount and ratio; also, explain the reasons for the increase and decrease
(2) The name of the customers who have accounted for more than 10% of the Company’s total sales amount in one of the last two years and
the sales amount and ratio; also, explain the reasons for the increase and decrease
(2) The name of the customers who have accounted for more than 10% of the Company’s total sales amount in one of the last two years and
the sales amount and ratio; also, explain the reasons for the increase and decrease
(2) The name of the customers who have accounted for more than 10% of the Company’s total sales amount in one of the last two years and
the sales amount and ratio; also, explain the reasons for the increase and decrease
(2) The name of the customers who have accounted for more than 10% of the Company’s total sales amount in one of the last two years and
the sales amount and ratio; also, explain the reasons for the increase and decrease
(2) The name of the customers who have accounted for more than 10% of the Company’s total sales amount in one of the last two years and
the sales amount and ratio; also, explain the reasons for the increase and decrease
(2) The name of the customers who have accounted for more than 10% of the Company’s total sales amount in one of the last two years and
the sales amount and ratio; also, explain the reasons for the increase and decrease
(2) The name of the customers who have accounted for more than 10% of the Company’s total sales amount in one of the last two years and
the sales amount and ratio; also, explain the reasons for the increase and decrease
(2) The name of the customers who have accounted for more than 10% of the Company’s total sales amount in one of the last two years and
the sales amount and ratio; also, explain the reasons for the increase and decrease
(2) The name of the customers who have accounted for more than 10% of the Company’s total sales amount in one of the last two years and
the sales amount and ratio; also, explain the reasons for the increase and decrease
(2) The name of the customers who have accounted for more than 10% of the Company’s total sales amount in one of the last two years and
the sales amount and ratio; also, explain the reasons for the increase and decrease
(2) The name of the customers who have accounted for more than 10% of the Company’s total sales amount in one of the last two years and
the sales amount and ratio; also, explain the reasons for the increase and decrease
Unit: NT$thousands
2019 2020 Until Q1 2021
Item Name Amount Percentage of
net annual
sales (%)
Relationship
with the
issuer

Name
Amount Percentage
of net
annual sales
(%)
Relationship
with the
issuer

Name
Amount Percentage of net
sales up to the last
quarter of the year
(%)


Relationship
with the issuer
1 J 324,120 10.99 None B 335,488 13.13 None C 152,259 23.75 None
2 YeeZen
General
Hospital
260,547 8.83 Note YeeZen
General
Hospital
248,610 9.73 Note YeeZen
General
Hospital
63,272 9.87 Note
3 B 68,746 2.33 None C 181,512 7.10 None B 40,921 6.38 None
4 C 15,604 0.53 None J 52,167 2.04 None J 10,341 1.61 None
Others 2,281,035 77.32 Others 1,737,134 68.00 Others 374,266 58.39
Net sales
amount
2,950,052 100.00 Net sales
amount
2,554,911 100.00 Net sales
amount
641,059 100.00

Note: Yee Zen General Hospital is a substantive related party of the Group.

Analysis of increase and decrease:

The Group’s sales revenue is mainly from the radiation oncology instruments. The sales price of radiation oncology equipment is high and its service life is long, so it is difficult to concentrate on the same customer. Customer B and J received high-end radiation oncology equipment in 2020 and 2019, respectively, which led to a substantial increase in related revenues. Customer C received high-end radiation oncology equipment in the first quarter of 2021, which led to a substantial increase in related revenues.

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5. Production value of the last two years

The Group is not engaged in manufacturing industry so it oes not apply.

6. Sales value and volume in the last two years

Unit: Piece, set: NT$ thousands

Year
Sales QTY & value
Major products (or
bydepartment)
2019 2019 2020 2020
Domestic sales Exports Domestic sales Exports
QTY Amount QTY Amount QTY Amount QTY Amount
Sales of equipment
for radiation
oncology and
neurology
21 1,200,306 6 113,778 18 900,018 2 15,398
Other sales 24,071 164,174 406 642 34,413 170,195 50 387
Medicine sales 21,855,595 171,662 0 0 20,312,029 159,761 0 0
Rental revenue 43 976,958 3 30,348 44 1,032,818 3 34,838
Service revenue 0 229,753 0 62,431 0 225,708 0 15,788
Total 21,879,730 2,742,853 415 207,199 20,346,504 2,488,500 55 66,411

Analysis of changes: The sales of equipment for radiation oncology and neurology is decreased due to the decrease in the units of the high-priced instruments sold in 2020. The increase in other sales is mainly due to the growth of sales of ophthalmic products in 2020. The decrease in the sales of medicines is mainly due to the decrease in the sale volume in 2020. The increase in rental revenue is mainly due to the increase in cooperative hospitals and the stable growth of the projects cooperated with the hospital in 2020. The labor service income declines slightly due to the epidemic posing impact to the maintenance service income in 2020.

III. Human Resources

(I) The Company

Unit: Number of persons

Unit: Number ofpersons
Year 2019 2020 Until March 31 of
the year
No. of
employees
Management 15 17 16
Marketing personnel (including
sales and technology)
0 0 0
General staff 32 36 35
Total 47 53 51
Average age 40.1 39.5 39.8
Average service years 7.59 7.12 7.48
Education
distribution
ratio (%)
Ph.D. 0.00 0.00 0.00
Master 19.15 22.64 23.53
University and college 68.08 64.15 64.71
High school 12.77 13.21 11.76
Below high school 0.00 0.00 0.00

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(II) The Group

Number ofpersons Number ofpersons Number ofpersons Number ofpersons
Year 2018 2019 Until March 31 of
the year
No. of
employees
Management 33 35 34
Marketing personnel
(including sales and
technology)
100 107 103
General staff 65 69 66
Total 198 211 203
Average age 36.6 37.0 37.3
Average service years 6.7 6.9 7.3
Education
distribution
ratio (%)
Ph.D. 0.51 0.47 0.49
Master 15.15 15.64 14.29
University and college 74.24 73.46 75.86
High school 10.10 10.43 9.36
Below high school 0.00 0.00 0.00

IV. Environmental Protection Expenditure

The total amount of losses (including compensation and environmental protection audit results that violate environmental protection laws and regulations, the date of deposition, the deposition reference number, the provisions of the statute violation, the content of the statute violation, and the content of punishment) in the most recent year and as of the annual report printing date, and disclose the current and future estimated amounts and corresponding measures. If it is impossible to reasonably estimate, it should explain the fact that it cannot be reasonably estimated.

None.

V. Labor Relations

  • (I) Illustrate the company’s employee welfare measures, advanced study, training, retirement system and its implementation, as well as the agreement between labor and management and the employee benefits maintenance measures.

1. Employee welfare measures

The Company is committed to creating a worry-free work environment for employees, strives to improve the various systems, and provides good and comprehensive welfare measures, so that every employee and their families can enjoy a comfortable and pleasant life; also, enjoy the care and consideration of the company.

(1) Salary system

The Company has recruited talents and motivated employees with a fair and competitive compensation system. The payroll structure is determined by linking the overall goals of the Group and the department with individual work results through the performance evaluation method developed by the Group; with an open and transparent promotion mechanism, it provides higher responsibilities and relatively better

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compensation and bonuses to drive the development of the organization. In general, employees receive monthly salaries for 12 months annually, plus performance bonuses or year-end bonuses based on incentive programs. The performance / year-end bonuses released to individual employees in 2020 were equivalent to 3 months of salary. In addition, compensations and stock dividends are also available, aimed for profits sharing as a feedback to the employee contributions to the Company.

  • Year-end bonus: According to the “Rules Governing Employee Performance” of the Company, the year-end bonus will be distributed at the end of the year depending on the overall operating performance of the company.

  • Annual employee remuneration distribution: After being resolved by the Board of Directors and reported in the shareholders meeting, it is distributed to the employees of the Company. The remuneration distribution is handled according to the Company’s “Rules Governing the Distribution of Remuneration to Employees.”

  • Employee shareholding, cash capitalization and stock subscription, and issuance of employee warrants: It is handled depending on the company’s overall operations with the relevant rules stipulated for the compliance of employees.

  • (2) Merciful employee welfare system

  • Insurance plan: Provide labor insurance and health insurance to each employee, so that they can be fully protected. In addition, the company also plans a group insurance for employees starting from the date they report to duty, including life insurance, accident insurance, medical insurance and cancer insurance. If the employee is on a sabbatical leave due to a military service, major injury, or childbirth, he or she may continue to participate in the company group insurance, so that the protection can be continued.

  • Three festivals gift money

  • Retirement system: According to the “Labor Standards Act,” a sound pension system and retirement-related measures are enacted. According to the “Labor Pensions Act,” an amount equivalent to 6% of the monthly salary is paid to the personal account with the Bureau of Labor Insurance, Ministry of Labor, and together with the Company’s sound financial structure to provide solid pensions appropriation and payment.

  • Health management: In addition to the fully subsidized health checkup for the new recruits, the Company regularly applies to the Bureau of Labor Insurance for occupational hazard inspections every year, covering general health checkups, special health checkups, etc., and handles annual health checkups for all employees once in every two years.

  • Staff dormitory: Considering the needs of short-term travel of employees and the safety and convenience of long-distance commuting employees, the company has staff dormitory available to provide a comfortable living environment for employees who

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are traveling or in training.

  • Employee Welfare Committee: The “CHC Healthcare Group Employee Welfare Committee” is established in accordance with the law to actively promote various employee welfare measures, including funeral subsidies, medical subsidies, marriage subsidies, travel subsidies, birthday gifts, maternity benefits, advanced study subsidies, and cultural and recreational activities subsidies.

2. Education and training

In order to improve the competence of employees, enhance the work knowledge of employees, and reserve technical and management talents to cope with the business development of the Company, and to seek effective use of manpower, the Group has stipulated the “Incentives for Education and Training and Professional License” to encourage the Company’s employees to go for an advanced study and to obtain professional license in order to enhance their competitiveness.

  • (1) Education and training

  • Pre-job training: All new recruits will be instructed to understand the Company’s organization, business profile, labor safety and health, and the standard operating procedures of the company.

  • Internal training: Enhance the basic functions and professional functions that each position should have in order to strengthen the work ability of each employee at the workplace.

  • External training: Base on the needs of each employee or each position to arrange an external training in order to strengthen the professional skills of each employee and the leadership of the management.

  • Overseas training: In line with the development of the company or the needs of work in the future, the department heads select competent personnel to go abroad for professional training.

  • (2) Application for and issuance of various professional licenses

  • According to the standard certificate classification, the employees shall submit the

  • original certificate or the transcript together with the original enrollment fee receipt, and the test reward application form to the Human Resources Department and the General Affairs Department for the registration fee subsidies according to the original receipt. Class A (difficult): Each certificate is with NT$10,000 awarded. Class B (medium): Each certificate is with NT$ 5,000 awarded. Class C (Basic): Each certificate is with NT$ 3,000 awarded.

  • (3) Advanced study and training of employees

Each department of the Company regularly holds product or professional skills training on a monthly basis to enhance the professional skills of the employees at

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workplace. Employees shall apply for work-related external training according to the “Incentives for Education and Training and Professional License” of the company.

Due to the outbreak of COVID-19, we canceled the annual external large-scale management training and theme-based training in 2020. Notwithstanding, we will keep the training program primarily intended to strengthen employees’ work skills as usual. Meanwhile, we will conduct the annual training requirement survey in Q4 of each year. Then, we will organize various activities, including occupational training, product training, keynote speech and other conferences, based on the annual training plan proposed by each department. Also, all workers may have the access to online learning platforms, i.e. the self-learning channels provided by us, to improve their professional skills.

  1. Retirement system and its implementation

  2. (1) For the work seniority before and after being subject to the “Labor Standards Act,” the pensions shall be calculated according to the pension standard as stipulated in Articles 84-2 and Article 55 of the Labor Standards Act.

  3. (2) Choose to be subject to the pension plan as stipulated in the “Labor Standard Act” in accordance with the Labor Pension Act or reserve the work seniority accumulated before applying the Labor Pension Act to be paid according to the provision of the preceding paragraph.

  4. (3) For employees who are subject to the pension plan as stipulated in the “Labor Standards Act” and who are forced to retire in accordance with Subparagraph 2, Paragraph 1 of Article 35, if their mental disability or physical disability is caused by the execution of their duties, they are entitled to additional 20% of the pension according to the provisions of the preceding paragraph.

  5. (4) For employees who are subject to the Labor Pension Act, the Company will have an amount equivalent to 6% of the monthly salary appropriated and deposited into the personal pension account.

  6. Agreement between labor and management and various employee benefits protection measures

In order to coordinate labor relations, enhance mutual understanding, promote labor-management cooperation, and improve work efficiency, we have held labor-management meetings in accordance with the “Rules Governing the Labor-Management Meetings” to meet regularly and communicate with each other. Both employers and employees should resolve issues through consultation harmoniously.

  • (II) The total amount of losses caused to the Company due to labor dispute (including items in violation of the “Labor Standards Act”, list the date of punishment, the deposition reference number, the provisions of the statute violation, the content of the statute violation, and the

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content of punishment) in the most recent year and as of the annual report printing date, and disclose the current and future estimated amounts and corresponding measures. If it is impossible to reasonably estimate, it should explain the fact that it cannot be reasonably estimated.

The Company has a good interaction with the employees regarding the welfare measures, management system, and labor relations and there has no labor disputes and losses occurred in the most recent year and as of the annual report printing date; and we will work towards the goal of no such incidents in the future.

VI. Important Contracts (illustrate the valid supply and sales contracts as of the annual report printing date and those that will be expired in the most recent year; the parties, contents, restrictive clauses, and beginning and ending dates of the technical cooperation contracts, engineering contracts, long-term loan contracts, and other major contracts that are significant enough to affect shareholders’ equity)

(I) The Company: None.

(II) The Group:

Contractual
nature
Parties Beginning and ending
date of the contract
Major contents Restrictive
clauses
Purchase and
distribution
rights
C-RAD AB (Chiu Ho
Medical System Co.,
Ltd.)
2010/10/13 ~ no expiry
date
Laser products Sales in Taiwan
area only
Purchase and
distribution
rights
Leica Microsystems IR
Gmbh (Chiu Ho
Medical System Co.,
Ltd.)
2012/04/01 ~ no expiry
date
Surgical microscope
series
Sales in Taiwan
area only
Purchase and
distribution
rights
Elekta Limited (Chiu
Ho Medical System
Co., Ltd.)
2019/03/08~2022/03/07 Digital Linear
Accelerator and
Gamma Knife Series
Related Equipment
Sales in Taiwan
area only
Purchase and
distribution
rights
PTW-Freiburg (Chiu
Ho Medical System
Co., Ltd.)
1996/10/08 ~ no expiry
date
Quality assurance
measuring devices
and products
Sales in Taiwan
area only
Purchase and
distribution
rights
CYBERDYNE (Chiu
Ho Medical System
Co., Ltd.)
2019/11/01~2022/10/31 Mechanical walker,
powered
exoskeleton system
Sales in Taiwan
area only
Purchase and
distribution
rights
Hill-Rom (Chiu Ho
Scientific Co., Ltd.)
2019/03/15~2022/03/14 Surgical headlights,
otoscopes,
ophthalmic surgical
instruments
Sales in Taiwan
area only
Purchase and
distribution
rights
Hill-Rom (Chiu Ho
Medical System Co.,
Ltd.)
2019/03/15~2022/03/14 Operating table,
surgical lamp, and
accessories
Sales in Taiwan
area only
Purchase and
distribution
rights
CHIYODA Technol
Corporation (Chiu Ho
Medical System Co.,
Ltd.)
2008/12/10 ~ no expiry
date
Quality assurance
verification series
Sales in Taiwan
area only
Purchase and
distribution
rights
Ecolab (Chiu Ho
Medical System Co.,
Ltd.)
2019/03/01~No expiry
date
Disinfection sleeve
series
Sales in Taiwan
area only

Purchase and
distribution
rights
Swissray Medical AG
(Chiu Ho Medical
System Co., Ltd.)
2012/02/02 ~ no expiry
date
Digital radiography
system
Sales in Taiwan,
China, Hong
Kong, and
Macao area only

-115-

Contractual
nature
Parties Beginning and ending
date of the contract
Major contents Restrictive
clauses
Purchase and
distribution
rights
Ion Beam Application
SA (Chiu Ho Medical
System Co., Ltd.)
2012/10/09~2021/10/08 Proton therapy
equipment
Sales in Taiwan
area only
Purchase and
distribution
rights
Stryker Far East Inc.,
Taiwan Branch (Chiu
Ho Medical System
Co., Ltd.)
2020/01/01~2021/04/30 Intraoperative
angiography system
Sales in Taiwan
area only
Purchase and
distribution
rights
Bausch & Lomb HK
(Chiu Ho Medical
System Co., Ltd.)
2017/01/01 ~ no expiry
date
Femtosecond Laser
System
Sales in Taiwan
area only
Purchase and
distribution
rights
Ritter IMAGING Inc.
(Tomorrow Medical
System Co., Ltd.)
2008/12/01 ~ no expiry
date
Dental treatment
chair series
Sales in Taiwan
area only
Purchase and
distribution
rights
Ellex Medical Pty.,
Ltd. (Tomorrow
Medical System Co.,
Ltd.)
2013/04/01 ~ no expiry
date
Ophthalmic
instrument products
Sales in Taiwan
area only
Purchase and
distribution
rights
GE Medical Systems
Taiwan Ltd.(Tomorrow
Medical System Co.,
Ltd.)
2021/01/01~2021/12/31 CT-RT Sales in some
hospital system
in Taiwan area
only
Purchase and
distribution
rights
Leica Microsystems IR
GMbh (Chiu Ho
Scientific Co., Ltd.)
2012/04/01 ~ no expiry
date
Surgical
operationing
microscope
Sales in Taiwan
area only

Purchase and
distribution
rights
Ellex Medical Pty.,
Ltd. (Chiu Ho
Scientific Co., Ltd.)
2017/08/17 ~ no expiry
date
Ophthalmic
instrument products
Sales in Taiwan
area only

Purchase and
distribution
rights
PhysIOL (Chiu Ho
Medical System Co.,
Ltd.)
2015/01/01 ~ no expiry
date
Intraocular lens and
introducer
Sales in Taiwan
area only

Purchase and
distribution
rights
Deerfield Imaging, Inc.
(Chiu Ho Medical
System Co., Ltd.)
2018/04/05~2021/04/04 Surgical imaging
system
Sales in Taiwan
area only

Purchase and
distribution
rights

YUEH SHENG
Medical Instrument
(Shenzhen) Ltd.
(Guanzhou Chiu Ho
Medical System Co.,
Ltd.)
2018/05/18~2023/12/31 Surgical electric
knife
Sales in China
area only
Purchase and
distribution
rights
KONO SEISAKUSHO
Co.,Ltd (Chiu Ho
Medical System Co.,
Ltd.)
2018/09/25~2022/09/24 Surgical suture Sales in Taiwan
area only
Purchase and
distribution
rights
CAScination AG (Chiu
Ho Medical System
Co., Ltd.)
2018/11/28~2022/05/27 Guidance and
navigation in
interventional
radiology
Sales in Taiwan
area only
Purchase and
distribution
rights
ADVANTECH Co.,
Ltd. (Chiu Ho Medical
System Co., Ltd.)
2020/09/01~2022/12/31
Surgical screen,
nursing cart and
image streaming
system
Sales in Taiwan
area only
Sales contract Changhua Christian
Medical Foundation
Changhua Christian
Hospital
2016/05/18 ~ inspection
and acceptance
completed


Proton therapy
system
To be processed
according to the
contract signed
Equipment
use and
technical
service
cooperation
Taipei Medical
University Hospital
2017/01/20 ~ expiry
date of the cooperation
agreement
Proton Therapy
related treatment
system and
Technical service
cooperation
To be processed
according to the
contract signed

-116-

Contractual
nature
Parties Beginning and ending
date of the contract
Major contents Restrictive
clauses
Syndicate
credit contract
The syndicate credit
bank group organized
by the First Bank,
CTBC Bank, etc.
Contract signing date:
11/07/2018
(The credit period is for
5 years from the date of
the first-time use of any
sub-credit line)
Repayment for the
existing financial
liabilities and the
establishment of the
Proton Therapy
Center of the Taipei
Medical University
Hospital and the
procurement of one
set of Proton
Therapy System
(including
repayment of
transitional
financing)
To be processed
according to the
contract signed

-117-

Six. Financial Information

I. Five-Year Financial Summary

(I) The Group

Condensed Balance Sheet

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
Year
Item
Financial Data of the Last Five Years Financial
data as of
March 31 of
the year
2016 2017 2018 2019 2020
Current assets 2,507,591 3,041,583 3,204,585 3,509,528 3,485,229 3,529,238
Property, plant, and
equipment
4,754,993 4,609,262 4,752,936 4,691,417 5,382,011 5,429,283
Intangible assets 161,746 161,746 161,746 159,151 159,151 159,151
Otherassets 964,982 1,523,449 1,467,681 1,276,573 645,186 713,217
Totalassets 9,783,456 10,592,963 10,847,735 11,205,325 11,543,821 11,677,218
Current
liabilities
Before
distribution
2,190,558 1,803,512 1,353,032 3,049,091 1,053,386 1,109,988
After
distribution
2,331,048 1,957,417 1,603,077 3,330,358 Note 2 Note 2
Non-current liabilities 2,623,433 3,875,014 4,361,184 2,838,895 4,490,434 4,465,201
Total
liabilities
Before
distribution
4,813,991 5,678,526 5,714,216 5,887,986 5,543,820 5,575,189
After
distribution
4,954,481 5,832,431 5,964,261 6,169,253 Note 2 Note 2
Equity attributable to
shareholders of the parent
4,967,394 4,913,368 4,972,363 5,162,144 5,847,437 5,949,746
Share capital 1,398,478 1,399,136 1,399,136 1,416,335 1,570,439 1,570,674
Capitalsurplus 2,891,710 2,927,016 2,930,253 2,981,939 3,427,278 3,428,354
Retained
earnings
Before
distribution
849,201 620,427 1,041,551 1,186,678 1,271,800 1,376,741
After
distribution
708,711 466,522 791,506 905,411 Note 2 Note 2
Other equity (171,995) (33,211) (363,621) (387,852) (387,124) (391,067)
Treasury shares (34,956) (34,956) (34,956) (34,956)
Non-controllinginterest 2,071 1,069 161,156 155,195 152,564 152,283
Total equity Before
distribution
4,969,465 4,914,437 5,133,519 5,317,339 6,000,001 6,102,029
After
distribution
4,828,975 4,760,532 4,883,474 5,036,072 Note 2 Note 2

Note 1: The above financial data are audited or reviewed by a certified public accountant. Note 2: The 2020 earnings distribution proposal has not yet been resolved in the shareholders meeting.

-118-

Condensed Comprehensive Income Statement

Condensed Comprehensive Income Statement Condensed Comprehensive Income Statement Condensed Comprehensive Income Statement Condensed Comprehensive Income Statement Condensed Comprehensive Income Statement Condensed Comprehensive Income Statement Condensed Comprehensive Income Statement
Unit: NT$thousands
Year
Item
Financial Data of the Last Five Years Financial
data as of
March 31 of
the year
2016 2017 2018 2019 2020
Operating revenue 2,205,206 2,117,116 2,507,466 2,950,052 2,554,911 641,059
Gross profits 619,611 688,653 730,786 806,002 830,710 220,015
Operating profit 308,155 352,875 459,981 529,571 513,106 139,929
Non-operating income
and expense
(80,421) (378,951) (91,812) (52,978) (49,110) 2,471
Profit (loss) before
income tax
227,734 (26,076) 368,169 476,593 463,996 142,400
Profit (loss) of the
continuingdepartment
160,604 (89,286) 317,829 390,431 362,912 105,058
Loss of discontinued
department
Profit (loss) for the year
160,604
(89,286) 317,829 390,431 362,912 105,058
Other comprehensive
income (after tax) for
the year
(78,850) 138,784 (53,085) (25,451) 1,574 (4,341)
Total comprehensive
income for the year
81,754 49,498 264,744 364,980 364,486 100,717
Profit (loss) attributable
to owners of the parent
158,932 (86,695) 323,422 395,172 366,389 104,941
Profit (loss) attributable
to non-controlling
interest
1,672 (2,591) (5,593) (4,741) (3,477) 117
Comprehensive income
attributable to
shareholders’ of the
parent
80,082 52,089 270,337 370,941 367,117 100,998
Comprehensive income
attributable to
non-controllinginterest
1,672 (2,591) (5,593) (5,961) (2,631) (281)
Earnings per share 1.14 (0.62) 2.32 2.83 2.53 0.67

Note 1: The above financial data are audited or reviewed by a certified public accountant.

-119-

(II) The Company

Condensed Balance Sheet

Unit: NT$ thousands

Unit: NT$thousands Unit: NT$thousands
Year
Item
Financial Data of the Last Five Years
2016 2017 2018 2019 2020
Current assets 264,550 708,120 657,925 629,325 703,460
Property, plant, and
equipment
3,911 2,996 1,832 975 601
Intangible assets
Otherassets 7,155 57,886 108,007 70,262 68,144
Totalassets 6,826,430 7,183,203 7,793,090 7,784,428 8,845,691
Current
liabilities
Before
distribution
1,093,411 509,517 202,958 1,253,550 274,631
After
distribution
1,233,901 663,422 453,003 1,534,817 Note 2
Non-currentliabilities 765,625 1,760,318 2,617,769 1,368,734 2,723,623
Total
liabilities
Before
distribution
1,859,036 2,269,835 2,820,727 2,622,284 2,998,254
After
distribution
1,999,526 2,423,740 3,070,772 2,903,551 Note 2
Equity attributable to
shareholders ofthe parent
4,967,394 4,913,368 4,972,363 5,162,144 5,847,437
Share capital 1,398,478 1,399,136 1,399,136 1,416,335 1,570,439
Capitalsurplus 2,891,710 2,927,016 2,930,253 2,981,939 3,427,278
Retained
earnings
Before
distribution
849,201 620,427 1,041,551 1,186,678 1,271,800
After
distribution
708,711 466,522 791,506 905,411 Note 2
Other equity (171,995) (33,211) (363,621) (387,852) (387,124)
Treasury shares (34,956) (34,956) (34,956)
Non-controllinginterest
Total
equity
Before
distribution
4,967,394 4,913,368 4,972,363 5,162,144 5,847,437
After
distribution
4,826,904 4,759,463 4,722,318 4,880,877 Note 2

Note 1: The above financial data are audited by a certified public accountant. Note 2: The 2020 earnings distribution proposal has not yet been resolved in the shareholders meeting.

-120-

Unit: NT$ thousands

Condensed Comprehensive Income Statement

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
Year
Item
Financial Data of the Last Five Years
2016 2017 2018 2019 2020
Operatingrevenue 307,929 326,640 435,545 503,625 500,575
Gross profits 209,973 236,931 333,770 404,452 391,546
Operating profit 209,973 236,931 333,770 404,452 391,546
Non-operatingincome and expense (43,413) (323,593) (59,671) (21,838) (22,028)
Profit (loss) beforeincome tax 166,560 (86,662) 274,099 382,614 369,518
Profit (loss) of the continuing
department
158,932 (86,695) 323,422 395,172 366,389
Loss ofdiscontinued department
Profit (loss)forthe year 158,932 (86,695) 323,422 395,172 366,389
Other comprehensive income (after tax)
forthe year
(78,850) 138,784 (53,085) (24,231) 728
Totalcomprehensiveincomeforthe year 80,082 52,089 270,337 370,941 367,117
Profit (loss) attributable to owners of the
parent
Profit (loss) attributable to
non-controllinginterest
Comprehensive income attributable to
shareholders’of the parent
Comprehensive income attributable to
non-controllinginterest
Earningsper share 1.14 (0.62) 2.32 2.83 2.53

Note 1: The above financial data are audited by a certified public accountant.

(III) Name of accountant and audit opinions issued in the last five years

Year CPA Firm CPAs Audit Opinions
2016 PricewaterhouseCoopers (PwC) Sheng-Wei Teng and
Hsiao-Tzu Chou
Unqualified opinions
2017 PricewaterhouseCoopers (PwC) Sheng-Wei Teng and
Hsiao-Tzu Chou
Unqualified opinions
2018 PricewaterhouseCoopers (PwC) Sheng-Wei Teng and
Audrey Tseng
Unqualified opinions
2019 PricewaterhouseCoopers (PwC) Sheng-Wei Teng and
Audrey Tseng
Unqualified opinions
2020 PricewaterhouseCoopers (PwC) Yu-Fang Yen/Pei-Lin
Tu
Unqualified opinions

-121-

II. Five-Year Financial Analysis

Consolidation

Year
Analysis item
Year
Analysis item
Financial analysis of the last five years Financial analysis of the last five years Financial analysis of the last five years Financial analysis of the last five years Financial analysis of the last five years As of
March 31
of the year
2016 2017 2018 2019 2020
Financial
structure (%)
Debt ratio 49.21 53.61 52.68 52.55 48.02 47.74

Ratio of long-term capital to property,
plant, and equipment
159.68 190.69 199.77 173.85 194.92 194.63
Solvency
(%)
Current ratio 114.47 168.65 236.84 115.10 330.86 317.95
Quick ratio 98.83 133.22 166.66 88.78 259.92 248.49
Interest earned ratio(times) 393.36 69.38 478.63 602.23 596.57 839.78
Operating
performance
Account receivable turnover(times) 2.07 2.26 2.50 2.74 2.38 2.56
Average collection period 176 161 146 133 153 143
Inventoryturnover(times) 2.63 2.05 2.12 2.59 2.22 2.79
Accountpayable turnover(times) 7.66 8.52 9.77 9.76 9.14 11.71

Average days in sales
138 178 172 140 164 131
Property, plant, and equipment
turnover (times)
0.47 0.45 0.54 0.62 0.51 0.47
Total assets turnover(times) 0.22 0.21 0.23 0.27 0.22 0.22
Profitability Return on total assets(%) 2.29 (0.18) 3.69 4.23 3.85 4.15
Return on shareholders’ equity (%) 3.05 (1.81) 6.33 7.47 6.41 6.94
Pre-tax income to paid-in capital (%) 16.28 (1.86) 26.31 33.65 29.55 36.26
Profit ratio(%) 7.28 (4.22) 12.68 13.23 14.20 16.39
Earningsper share(NT$) 1.14 (0.62) 2.32 2.83 2.53 0.67
Cash flows Cash flow ratio(%) 38.57 16.29 24.98 39.85 86.91 55.17
Cash flow adequacyratio(%) 72.35 90.76 77.35 110.83 104.58 101.33
Cash reinvestment ratio(%) 6.54 1.50 1.68 10.05 5.27 5.01
Leverage Operational leverage 3.02 2.87 2.48 2.26 2.41 2.29
Financial leverage 1.34 1.32 1.27 1.22 1.22 1.16
Reasons for the increase or decrease in the financial ratios over 20% of the last two years:
(1) The increase in the current ratio is mainly due to the decrease in the current liabilities of 2020.
(2) The increase in the quick ratio is mainly due to the decrease in the current liabilities of 2020.
(3) The increase in the cash flow ratio is mainly due to the decrease in the current liabilities of 2020.
(4) The decrease in the cash reinvestment ratio is mainlydue to the increase in the workingcapital of 2020.

Note 1: The above financial data are audited or reviewed by a certified public accountant.

-122-

Standalone

Standalone Standalone Standalone Standalone Standalone
Year
Analysis item

Financial analysis of the Last Five Years
2016 2017 2018 2019 2020
Financial
structure (%)
Debt ratio 27.23 31.60 36.20 33.69 33.90

Ratio of long-term capital to
property, plant, and
equipment
146,587.04 222,753.20 414,308.52 669,833.64 1,426,133.11
Solvency
(%)
Current ratio 24.19 138.98 324.17 50.20 256.15
Quick ratio 23.76 138.15 320.96 49.79 253.35
Interest earned ratio(times) 531.85 (118.61) 749.71 860.24 771.27
Operating
performance
Account receivable turnover
(times)
67.37 62.98 49.82 67.66
Average collectionperiod 5 5 7 5
Inventoryturnover(times)

Account payable turnover
(times)
Average days in sales
Property, plant, and
equipment turnover (times)
72.89 94.58 180.42 358.84 635.25
Total assets turnover(times) 0.04 0.05 0.06 0.06 0.06
Profitability Return on total assets(%) 2.76 (0.77) 4.77 5.59 4.94
Return on shareholders’
equity (%)
3.14 (1.75) 6.54 7.80 6.66
Pre-tax income to paid-in
capital (%)
11.91 (6.19) 19.59 27.01 23.53
Profit ratio (%) 51.61 (26.54) 74.26 78.47 73.19
Earnings per share (NT$) 1.14 (0.62) 2.32 2.83 2.53
Cash flows Cash flow ratio (%) 10.72 31.26 (43.91) 19.49 90.32
Cash flow adequacy ratio (%) 20.73 20.23 18.46 16.66 27.82
Cash reinvestment ratio (%) (2.84) 0.28 (3.20) (0.09) (0.39)
Leverage Operational leverage 1.35 1.28 1.23 1.19 1.24
Financial leverage 1.23 1.20 1.14 1.14 1.16
Reasons for the increase or decrease in the financial ratios over 20% of the last two years:
(1) The increase in the ratio of long-term capital to property, plant, and equipment is mainly due to the
increase in the noncurrent liabilities of 2020.
(2) The increase in the current ratio is mainly due to the decrease in the current liabilities of 2020.
(3) The increase in the quick ratio is mainly due to the decrease in the current liabilities of 2020.
(4) The decrease in the account receivable turnover is mainly due to the “zero” average accounts receivable
of 2020.
(5) The decrease in the average collection period is mainly due to the “zero” average accounts receivable of
2020.
(6) The increase in the property, plant and equipment turnover is mainly due to the decrease in the property,
plant and equipment, net of 2020.
(7) The increase in the cash flow ratio is mainly due to the decrease in the current liabilities of 2020.
(8) The increase in the cash flow adequacy ratio is mainly due to the decrease in the capital expenditure of
2020.
(9) The decrease in the cash reinvestment ratio is mainlydue to the increase in the workingcapital of 2020.

Note 1: The above financial data are audited by a certified public accountant.

-123-

Note 2: The equation for the calculation of each financial ratio is as follows:

  1. Financial structure

  2. (1) Debt ratio = Total liabilities / Total assets

  3. (2) Ratio of long-term capital to property, plant, and equipment = (Total equity + noncurrent liabilities) / net property, plant, and equipment

  4. Solvency

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

  6. (2) Quick ratio = (Current assets – inventory – prepaid expense) / Current liabilities

  7. (3) Interest earned ratio (times) = Net income before tax and interest expense / Current interest expense

  8. Operating performance

  9. (1) Account receivable turnover (including accounts receivable and notes receivable from operating activities) = Net sales / Average accounts receivable balance amount for each period (including accounts receivable and notes receivable from operating activities)

  10. (2) Average collection period = 365 / Account receivable turnover

  11. (3) Inventory turnover = Cost of goods sold / Average inventory amount

  12. (4) Account payable turnover (including accounts payable and notes payable from operating activities) = Cost of goods sold / Average accounts payable balance amount for each period (including accounts payable and notes payable from operating activities)

  13. (5) Average days in sales = 365 / Inventory turnover

  14. (6) Property, plant, and equipment turnover = Net sales / Average property, plant, and equipment amount (net)

  15. (7) Total assets turnover = Net sales / Total average assets

  16. Profitability

  17. (1) Return on total assets = [Net income (loss) + interest expense x (1- tax rate)] / Total average assets

  18. (2) Return on shareholders’ equity = Net income (loss) / Total average equity

  19. (3) Profit ratio = Net income (loss) / Net sales

  20. (4) Earnings per share = (Profit and loss attributable to shareholders’ equity of parent company – preferred stock dividend) / Weighted average shares issued

  21. Cash flows

  22. (1) Cash flow ratio = Net cash flow from operating activities / Current liabilities

  23. (2) Cash flow adequacy ratio = Net cash flow from operating activities in the last 5 years / (Capital expenditure + increase in inventory + cash dividend) in the last 5 years

  24. (3) Cash reinvestment ratio = (Net cash flow from operating activities – cash dividend) / (Gross amount of property, plant, and equipment + long-term investment + other noncurrent assets + working capital)

  25. Leverage:

  26. (1) Operational leverage = (Net operating income – variable cost and expense) / Operating profit

  27. (2) Financial leverage = Operating profit / (Operating profit – Interest expense)

-124-

III. Supervisors’ or Audit Committee’s Report in the Most Recent Year

CHC Healthcare Group

Audit Committee’s Review Report

The Company’s Board of Directors has prepared and presented the 2020 consolidated and standalone financial statements that were audited by Yu-Fang Yen, CPA and Pei-Lin Tu, CPA of PricewaterhouseCoopers (PwC) with an independent auditor’s report issued concluding that the Company’s financial status, operating performance, and cash flow were presented fairly; also, the said financial statements together with the business report and earnings distribution proposal were reviewed by the Audit Committee members and concluded to be complying with the relevant law and regulations. The Review Report of the Audit Committee is prepared and presented in accordance with the provisions of Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

Yours Faithfully, 2021 Annual Shareholders’ Meeting

CHC Healthcare Group

Convener of Audit Committee: Gui-Duan Chen

March 19, 2021

-125-

  • IV. Financial Statements for the Years Ended December 31, 2020 and 2019, and Independent Auditors’ Report

Please refer to pages 143 ~ 229.

  • V. Standalone financial report of the company that has been audited by an accountant in the most recent year, excluding the statement of major accounting items Please refer to pages 230 ~ 289.

  • VI. The impact of financial difficulty of the company and its affiliated enterprises on the financial status of the company detailed in the financial report of the most recent and as of the annual report printing date

Not applicable.

-126-

Seven. Review of Financial Conditions, Operating Results, and Risk Management

  • I. Analysis of Financial Status (The main reasons for the significant changes in assets, liabilities, and equity in the last two years and their impacts, if the impact is significant, the future response measures should be explained)

  • (I) The Company


asures should be explained)
The Company

asures should be explained)
The Company

asures should be explained)
The Company
Unit: NT$thousands
Year
Item

2019
2020 Difference
Amount %
Current assets 629,325 703,460 74,135 11.78
Financial assets at fair value
through profit and loss –
non-current
0 600 600 100.00
Financial assets at fair value
through other comprehensive
profit and loss–non-current
7,356 16,740 9,384 127.57
Investment accounted for using
equity method
7,076,510 8,039,186 962,676 13.60
Property, plant,and equipment 975 601 (374) (38.36)
Right-of-use assets 0 16,960 16,960 100.00
Other assets 70,262 68,144 (2,118) (3.01)
Total assets 7,784,428 8,845,691 1,061,263 13.63
Current liabilities 1,253,550 274,631 (978,919) (78.09)
Non-current liabilities 1,368,734 2,723,623 1,354,889 98.99
Total liabilities 2,622,284 2,998,254 375,970 14.34
Share capital 1,416,335 1,570,439 154,104 10.88
Capital surplus 2,981,939 3,427,278 445,339 14.93
Retained earnings 1,186,678 1,271,800 85,122 7.17
Other equity (387,852) (387,124) 728 (0.19)
Treasuryshares (34,956) (34,956) 0 0.00
Total equity 5,162,144 5,847,437 685,293 13.28
Description of major changes: (The amount changes by more than 10%, and the amount reaches
1% of the total assets of the current year)
Investment accounted for using equity method: Primarily as a result of the capital increase in
the subsidiary in cash in the current period.
Current liabilities: Decreasing primarily as a result of the repayment and conversion of the
domestic 3rd secured convertible corporate bonds-current portion in the current period.
Noncurrent liabilities: Increasing primarily as a result of the issuance of domestic 4th secured
convertible corporate bonds in the current period.
Share capital: Increasing primarily as a result of the conversion of the domestic 3rd secured
convertible corporate bonds.
Capital surplus: Increasing primarily as a result of the conversion of the domestic 3rd secured
convertible corporate bonds and issuance of domestic 4th secured convertible corporate bonds
in the current period.
Impact of changes in financial status in the last two years: No significant impact on financial
status.
Future responseplan: Not applicable

-127-

(II) The Group

Unit: NT$ thousands

Year
Item

2019
2020 Difference Difference
Amount %
Current assets 3,509,528 3,485,229 (24,299) (0.69)
Financial assets at fair value
through profit and loss –
non-current
0 600 600 100.00
Financial assets at fair value
through other comprehensive
profit and loss – non-current
38,681 35,781 (2,900) (7.50)
Financial assets at amortized
cost–non-current
246,358 240,885 (5,473) (2.22)
Non-current contract assets 34,438 58,371 23,933 69.50
Investment accounted for using
equity method
8,963 0 (8,963) (100.00)
Property, plant, and equipment 4,691,417 5,382,011 690,594 14.72
Right-of-use assets 29,828 73,452 43,624 146.25
Investment property - net 1,210,388 1,463,155 252,767 20.88
Intangible assets 159,151 159,151 0 0
Other assets 1,276,573 645,186 (631,387) (49.46)
Total assets 11,205,325 11,543,821 338,496 3.02
Current liabilities 3,049,091 1,053,386 (1,995,705) (65.45)
Non-current liabilities 2,838,895 4,490,434 1,651,539 58.18
Total liabilities 5,887,986 5,543,820 (344,166) (5.85)
Share capital 1,416,335 1,570,439 154,104 10.88
Capital surplus 2,981,939 3,427,278 445,339 14.93
Retained earnings 1,186,678 1,271,800 85,122 7.17
Other equity (387,852) (387,124) 728 (0.19)
Treasuryshares (34,956) (34,956) 0 0
Non-controllinginterest 155,195 152,564 (2,631) (1.70)
Total equity 5,317,339 6,000,001 682,662 12.84
Description of major changes: (The amount changes by more than 10%, and the amount reaches
1% of the total assets of the current year)
Property, plant and equipment: Primarily as a result of the purchase of the equipment and
instrument for the collaborative projects in the current period.
Investment property-net: Primarily as a result of reclassification of property, plant and
equipment into investment property due to the lease of the property, plant and equipment in part
in the current period.
Other assets: Primarily as a result of the reclassification of the prepayment for equipment into
the property, plant and equipment in the current period.
Current liabilities: Decreasing primarily as a result of the repayment and conversion of the
domestic 3rd secured convertible corporate bonds-current portion and repayment of short-term
borrowings in the current period.
Noncurrent liabilities: Increasing primarily as a result of the issuance of domestic 4th secured
convertible corporate bonds in the currentperiod.

-128-

Year
Item

2019
2020 Difference Difference
Amount %
Share capital: Increasing primarily as a result of the conversion of the domestic 3rd secured
convertible corporate bonds.
Capital surplus: Increasing primarily as a result of the conversion of the domestic 3rd secured
convertible corporate bonds and issuance of domestic 4th secured convertible corporate bonds
in the current period.
Impact of changes in financial status in the last two years: No significant impact on financial
status.
Future responseplan: Not applicable

II. Analysis of Operation Results

  • (I) Main reasons for significant changes in operating income, net operating profit, and net income before tax in the last two years

  • The Company

Unit: NT$ thousands

The Company Unit: NT$thousands Unit: NT$thousands
Year
Item
2019 2020 Increase/Decrease
Amount Percentage of change
(%)
Operating revenue 503,625 500,575 (3,050) (0.61)
Operating cost (99,173) (109,029) (9,856) 9.94
Gross profits 404,452 391,546 (12,906) (3.19)
Non-operating income
and expense
(21,838) (22,028) (190) 0.87
Profit (loss) before
income tax
382,614 369,518 (13,096) (3.42)
Income tax profit
(expense)
12,558 (3,129) (15,687) (124.92)
Profit (loss) for the year 395,172 366,389 (28,783) (7.28)
Description of major changes: (The amount changes by more than 10%, and the amount
reaches 1% of the total assets of the current year
No amount changes by more than 10%, and amount reaching 1% of the total assets takes
place in the currentyear.
  1. The Group

Unit: NT$ thousands

Year
Item
2019 2020 Increase/Decrease Increase/Decrease
Amount Percentage of change
(%)
Operating revenue 2,950,052 2,554,911 (395,141) (13.39)
Operating cost (2,144,050) (1,724,201) 419,849 (19.58)
Gross profits 806,002 830,710 24,708 3.07
Operating expense (276,431) (317,604) (41,173) 14.89
Operating profit 529,571 513,106 (16,465) (3.11)
Non-operating income
and expense
(52,978) (49,110) 3,868 (7.30)
Profit (loss) before
income tax
476,593 463,996 (12,597) (2.64)
Income tax expense (86,162) (101,084) (14,922) 17.32
Profit (loss) attributable
to owners of the parent
395,172 366,389 (28,783) (7.28)
Description of major changes:(The amount changes by more than 10%,and the amount

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Year
Item
2019 2020 Increase/Decrease
Amount
Percentage of change
(%)
Increase/Decrease
Amount
Percentage of change
(%)
Percentage of change
(%)
reaches 1% of the total assets of the current year
Operating revenue and cost: Primarily as a result of the declining sales revenue resulting in
the decrease in the operatingcost.
  • (II) Expected sales volume and its reference, possible impact on the company’s future financial business, and the response measures

  • The Company : Not applicable

  • The Group : Please refer to the “One. Letter to Shareholders”

III. Analysis of Cash Flow

  • (I) Analysis of changes in cash flows of the most recent year

  • The Company

ysis of Cash Flow
nalysis of changes in cash flows of the most recent year
. The Company
ysis of Cash Flow
nalysis of changes in cash flows of the most recent year
. The Company
ysis of Cash Flow
nalysis of changes in cash flows of the most recent year
. The Company
ysis of Cash Flow
nalysis of changes in cash flows of the most recent year
. The Company
ysis of Cash Flow
nalysis of changes in cash flows of the most recent year
. The Company
Unit: NT$thousands
Year
Item
2019 2020 Amount increase
(decrease)
Ratio increase
(decrease) (%)
Operating activities 244,363 248,052 3,689 1.51
Investing activities 310,664 (962,589) (1,273,253) (409.85)
Financing activities (396,799) 652,092 1,048,891 (264.34)
Analysis of changes:
Operating activities: Primarily as a result of the increase in the dividend collected from the
subsidiaries in the current period.
Investment activities: Primarily as a result of the increase in the investment accounted for
using equity method in the current period.
Financing activities: Primarily as a result of the issuance of domestic 4th secured convertible
corporate bonds in the currentperiod.

2. The Group


subsidiaries in the current period.
Investment activities: Primarily as a result of the increase in the investment accounted for
using equity method in the current period.
Financing activities: Primarily as a result of the issuance of domestic 4th secured convertible
corporate bonds in the currentperiod.
. The Group

subsidiaries in the current period.
Investment activities: Primarily as a result of the increase in the investment accounted for
using equity method in the current period.
Financing activities: Primarily as a result of the issuance of domestic 4th secured convertible
corporate bonds in the currentperiod.
. The Group

subsidiaries in the current period.
Investment activities: Primarily as a result of the increase in the investment accounted for
using equity method in the current period.
Financing activities: Primarily as a result of the issuance of domestic 4th secured convertible
corporate bonds in the currentperiod.
. The Group

subsidiaries in the current period.
Investment activities: Primarily as a result of the increase in the investment accounted for
using equity method in the current period.
Financing activities: Primarily as a result of the issuance of domestic 4th secured convertible
corporate bonds in the currentperiod.
. The Group

subsidiaries in the current period.
Investment activities: Primarily as a result of the increase in the investment accounted for
using equity method in the current period.
Financing activities: Primarily as a result of the issuance of domestic 4th secured convertible
corporate bonds in the currentperiod.
. The Group
Unit: NT$thousands
Year
Item
2019 2020 Amount increase
(decrease)
Ratio increase
(decrease) (%)
Operating activities 1,215,193 915,465 (299,728) (24.67)
Investing activities (672,456) (731,062) (58,606) 8.72
Financing activities (504,792) (51,316) 453,476 (89.83)
Analysis of changes:
Operating activities: Primarily as a result of the increase in prepayment and decrease in
accounts receivable in the current period.
Investment activities: Primarily as a result of the purchase of more property, plant and
equipment in the current period.
Financing activities: Primarily as a result of the issuance of domestic 4th secured convertible
corporate bonds in the currentperiod.

(II) Improvement plan for insufficient liquidity

The Company and the Group are without any insufficient liquidity issue.

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(III) Cash liquidity analysis of next year (2021)

The Company

The Company
Unit: NT$thousands
Cash balance –
beginning (1)
Expected annual
cash flow from
operating
activity (net) (2)


Estimated
annual cash
inflow (outflow)
(3)

Cash surplus
(insufficient)
amount
(1)+(2)+(3)
Remedy for insufficient
cash
Investment
Plan
Financial
plan
Not
applicable
145,791 239,566 (229,448) 155,909 Not
applicable
  1. Operating activities : The cash flow from operating activities of the Company in the coming

  2. year mainly comes from management consulting service fee income, dividend income from subsidiaries, and operating expense of the Group.

  3. Investing activities : The Company’s cash flow from the investing activities in the coming year is mainly invested for the operation and development of the subsidiaries.

  4. Remedy for insufficient cash : Not applicable

IV. Major Capital Expenditure Items

  • (I) The Company

None.

(II) The Group

The acquisition of instrument and equipment (Stated as property, plant and equipment) and the land and buildings required for expansion and operation in response to the cooperation with medical institutions will have a positive effect on the financial business.

  • V. Investment Policy in Last Year, Main Causes for Profits or Losses, Improvement Plans and the Investment Plans for the Coming Year
(II) The Group
The acquisition of instrument and equipment (Stated as property, plant and equipment) and the
land and buildings required for expansion and operation in response to the cooperation with
medical institutions will have a positive effect on the financial business.
V. Investment Policy in Last Year, Main Causes for Profits or Losses, Improvement Plans and the
Investment Plans for the Coming Year
(II) The Group
The acquisition of instrument and equipment (Stated as property, plant and equipment) and the
land and buildings required for expansion and operation in response to the cooperation with
medical institutions will have a positive effect on the financial business.
V. Investment Policy in Last Year, Main Causes for Profits or Losses, Improvement Plans and the
Investment Plans for the Coming Year
(II) The Group
The acquisition of instrument and equipment (Stated as property, plant and equipment) and the
land and buildings required for expansion and operation in response to the cooperation with
medical institutions will have a positive effect on the financial business.
V. Investment Policy in Last Year, Main Causes for Profits or Losses, Improvement Plans and the
Investment Plans for the Coming Year
(II) The Group
The acquisition of instrument and equipment (Stated as property, plant and equipment) and the
land and buildings required for expansion and operation in response to the cooperation with
medical institutions will have a positive effect on the financial business.
V. Investment Policy in Last Year, Main Causes for Profits or Losses, Improvement Plans and the
Investment Plans for the Coming Year
(II) The Group
The acquisition of instrument and equipment (Stated as property, plant and equipment) and the
land and buildings required for expansion and operation in response to the cooperation with
medical institutions will have a positive effect on the financial business.
V. Investment Policy in Last Year, Main Causes for Profits or Losses, Improvement Plans and the
Investment Plans for the Coming Year
(II) The Group
The acquisition of instrument and equipment (Stated as property, plant and equipment) and the
land and buildings required for expansion and operation in response to the cooperation with
medical institutions will have a positive effect on the financial business.
V. Investment Policy in Last Year, Main Causes for Profits or Losses, Improvement Plans and the
Investment Plans for the Coming Year
(II) The Group
The acquisition of instrument and equipment (Stated as property, plant and equipment) and the
land and buildings required for expansion and operation in response to the cooperation with
medical institutions will have a positive effect on the financial business.
V. Investment Policy in Last Year, Main Causes for Profits or Losses, Improvement Plans and the
Investment Plans for the Coming Year
December 31,2020 Unit: NT$thousands
Description
Item

Long-term
Investment
Amount
Policies Investment
profit and loss
in 2020
Main reason for
profit or loss
Improvement
plan
Future
investment
plans
Chiu Ho
Medical System
Co., Ltd.
4,257,012 Medical
instrument sales,
leasing, and
service
166,415 The company is
with good
performance.
N/A N/A
Tomorrow
Medical System
Co., Ltd.
794,631 Medical
instrument sales,
leasing, and
service
17,137 The company is
with good
performance.
N/A N/A
Chiu Ho
Scientific Co.,
Ltd.
155,121 Ophthalmic
equipment sales,
leasing, and
service
30,487 The company is
with good
performance.
N/A N/A
Hua Lin
Instruments Co.,
Ltd.
584,091 Medical
instrument
leasing
37,210 The company is
with good
performance.
N/A N/A
Shin-Ho
Instruments Co.,
Ltd.
115,048
Medical
instrument
leasing
(2,883) Losses caused by
the completion of
the Company's
cooperation.
Transformation
to the
development of
new businesses
Developm
ent of new
businesses
Hsin Lin
Biotech Co.,
Ltd.
82,199 Medical
instrument
leasing
5,449 The company is
with good
performance.
N/A N/A
E Century
Health Care
Corporation
812,228 Medical
instrument
leasing
81,254 The company is
with good
performance.
N/A N/A
Tong-Lin
Instruments Co.,
Ltd.
480,835
Medical
instrument
leasing
38,959 The company is
with good
performance.
N/A N/A

-131-

Description
Item

Long-term
Investment
Amount
Policies Investment
profit and loss
in 2020
Main reason for
profit or loss
Improvement
plan
Future
investment
plans
Chiu Ho Biotech
Co., Ltd.

346,921
Medical
instrument
leasing
7,736 The company is
with good
performance.
N/A N/A
CHC Healthcare
(BVI) Limited
411,100
Holding and
indirect
investment
(16,318) The decrease in
the operating
revenue of the
company’s
investee resulted
in the loss.
To develop
business
proactively.
N/A

Note: The exchange rate of each currency to New Taiwan dollar is based on the announcement of the Bank of Taiwan: USD to NTD was 28.48 on December 31, 2020. The average USD to NTD was 29.55 in 2020.

  • VI. Analysis of Risk Management

  • (I) The impact of changes in interest rate, exchange rate, and inflation on the company’s profit and loss and the future countermeasures

1. Changes in interest rate

The interest expenses of the Group are mainly due to the bank loans borrowed as working capital for business operation. The interest expense incurred in 2020 was NT$46,024 thousand, accounted for 1.80% of the net operating revenue of the year, which was a small ratio, so the impact of the changes in interest rate on the Group’s profit and loss was limited.

In order to avoid the impact of interest rate fluctuations on the Group’s cost of capital, the Group has been paying attention to interest rate trends at all times, maintaining close contract with the banks, and increasing the proprietary funds to reduce interest expenses and dependence on financial institutions.

2. Changes in exchange rate

The Group’s purchases are mainly for imports. The net foreign currency exchange loss in 2020 was NT$17,251 thousand, accounted for 0.68% of the net operating revenue of the year, which had no significant impact resulted.

In order to effectively reduce the impact of the changes in exchange rate on the overall profitability of the Group, the specific countermeasures are as follows:

  • (1) Setup foreign currency deposit accounts to manage foreign exchange positions, and trade foreign currency deposits on a timely manner to repay foreign currency payable for imports in order to reduce the impact of exchange rate fluctuation on profit and loss and achieve natural hedging effects.

  • (2) The financial staff maintains an appropriate net foreign exchange position based on the judgment of the future exchange rate trend in order to reduce the impact of exchange rate fluctuation on the Group’s profitability.

3. Inflation

The Group’s products are not necessities consumables; therefore, there is no immediate pressure on the sensitivity of inflation. However, the Group will still pay close attention to the fluctuation of market prices, plan the timing for incoming inventory, and maintain a good cooperative relationship with suppliers.

  • (II) The policies, reasons for profit or loss, and future countermeasures for engaging in high-risk, high-leverage investment, loaning of funds, making endorsements and guarantees, and trading of financial derivatives

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  1. Basing on the principle of prudence and pragmatic business philosophy, the Company does not engage in high-risk and highly leveraged investments other than focusing on long-term equity investments under the equity method.

  2. The Company has stipulated relevant procedures, such as, “Procedures for Loaning of Funds,” “Procedures for Making of Endorsements and Guarantees,” and “Procedures for the Acquisition and Disposal of Assets,” for the compliance of the Company and its subsidiaries in engaging in related operations. As of the annual report printing date, the Company and its subsidiaries have not engaged in any trading of financial derivatives. In addition, the loaning of funds and making of endorsements and guarantees are based on the aforementioned policies and countermeasures. Furthermore, the Group has always focused on the operations of the industry with limited risks associated.

  3. (III) Future R&D projects and estimated R&D expenses

In consideration of the rising awareness toward safety and health domestically, the Group plans to step into the radiation sterilization business, and is approved by the Ministry of Science and Technology (MOST) to develop the radiation sterilization business in Tongluo Science Park and engage in the business lines including sterilization validation test, X-ray sterilization, electron irradiation sterilization, and R&D of radiation-resistant materials. The Project is still under preparation in the lead-time period and expected to operate officially as of 2023, aiming to become the first supplier who adopts the radiation sterilization technology in line with the sustainable utilization principles throughout Taiwan. Then, the Group will provide X-ray sterilization and electron irradiation sterilization services stressing safety, high-performance and residual free. Meanwhile, the Company will set up professional laboratories and retain the professional validation personnel dedicated to researching and developing the new validation technology to provide higher-standard services, and also engage in research and development of radiation-resistant materials and products, hoping to apply them to medical devices, in-vehicle materials, functional clothing materials or various packing materials in the future. The Group schedules to invest the R&D expenses amounting to NT$7,024 thousand in 2023.

  • (IV) The impact of the changes in domestic and international major policies and law on the company’s financial business and the countermeasures

The Group handles daily operations in accordance with relevant domestic and foreign law and regulations. As of the annual report printing date, the changes in the major domestic and international policies and law have no significant impact on the Group’s financial business. In the future, the management of the Group will also pay attention to any changes in major domestic and international policies and law, consult relevant experts if necessary, and take adequate measures to meet the operational needs of the company.

  • (V) The impact of changes in technologies and industry on the company’s financial business and the countermeasures

The Group’s main distribution products are world-renowned brands of radiation oncology, neurology, medical imaging, ophthalmology, and surgery. The technological changes and industrial changes will help the Group strengthen its supply chain relationship and provide new products to satisfy the needs of customers.

  • (VI) The impact of the changes in corporate image on corporate’s crisis management and the

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countermeasures

The Group adheres to the principle of good faith and the spirit of steadfastness and pragmatism. Since its incorporation, the Group has actively strengthened internal management to enhance quality and efficiency. Also, the Group continues to recruit outstanding talents to work for the company in order to build up the strength of the management team, and then feedback the operating results to the shareholders and the public in order to fulfill the corporate social responsibilities. So far, there has been no corporate crisis resulted from a corporate image change.

  • (VII) The expected benefits of the mergers and acquisitions, the possible risks, and the countermeasures

None.

(VIII) The expected benefits of the plant expansion, the possible risks, and the countermeasures

None.

(IX) The risks of the purchases or sales concentration and the countermeasures

  1. Purchases

The net purchase from supplier 甲 who was the Group’s main supplier accounted for 24.88% of the total purchases in 2020, mainly because the Company’s subsidiary, Chiu Ho Medical System Co., Ltd., was the exclusive agent of Supplier 甲 for radiation oncology instruments and equipment in Taiwan. 甲 concentrated purchase is resulted due to the increase in purchase in response to a rising market demand. The Group continues to maintain partnerships with major suppliers, by training professional maintenance engineers to perform self-installation, parts replacement, and follow-up maintenance and together with the advantages of marketing channels to increase the supplier’s dependence on the Group in order to create an irreplaceable position that will protect the Group from being replaced by other agents arbitrarily.

  1. Sales

The Group’s main sales targets are the department of radiation oncology and ophthalmology of major public hospitals, consortium corporations, military hospitals, and general clinics in Taiwan. The sales target is quite scattered and there is no concentrated sale.

  • (X) The impact and the massive equity transfer or exchange on the directors, supervisors, or shareholders with more than 10% shareholdings, the risks, and the countermeasures

There had been no massive equity transfer or exchange made by the Company’s directors, supervisors, and shareholders with more than 10% shareholdings in the most recent year and as of the annual report printing date.

  • (XI) The impact of changes in management rights on the company, the risks, and the countermeasures

The company had no change in management rights in the most recent year and as of the annual report printing date.

(XII) Litigation or non-litigation events

  1. The major litigation cases, non-litigation cases, or administrative disputes that were

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concluded or yet to be concluded in the most recent year and as of the annual report printing date and the results that may have a significant impact on the shareholders’ equity or security price, the fact in contention, the amount of the subject matter, the commencement date of the litigation, the parties involved in the proceedings, and the current situation should be disclosed.

None.

  1. For the company’s directors, supervisors, president, substantive responsible person, major shareholders with more than 10% shareholdings, and subordinate companies, the major litigation cases, non-litigation cases, or administrative disputes that were concluded or yet to be concluded in the most recent year and as of the annual report printing date and the results that may have a significant impact on the shareholders’ equity or security price, the fact in contention, the amount of the subject matter, the commencement date of the litigation, the parties involved in the proceedings, and the current situation should be disclosed.

None.

  • (XIII) Other major risks and countermeasures

Whether the company has established an information security risk management framework and formulated information security policies and specific management plans :

  1. Information Security Risk Management Framework

The Company has set up the Information Department to be responsible for information security management, planning, supervision, and promotion of implementation, and regularly reported the information security management operation to the COO.

  1. Information security policy

  2. (1) Ensure the security of our Company’s data, systems, equipment, and network communications, and prevent external invasion and destruction.

  3. (2) Ensure that system information account access rights and system changes are handled in accordance with the company’s prescribed authorization procedures.

  4. (3) The scrapped computer storage media should be destroyed to avoid accidental exposure of data.

  5. (4) Monitor the security status and activity records of the information system to effectively grasp and handle information security incidents.

  6. (5) Maintain the availability and integrity of data and systems in order to resume normal operations in the event of a disaster or damage.

  7. (6) The computer facilities are equipped with independent fire protection equipment with smoke and heat detector.

  8. Specific management plan (whether information security insurance is obtained, if not, detail the relevant preventive measures)

At present, the Company’s information security maintenance measures are complete; also, considering that the information security insurance is still an emerging insurance policy and involving security grading and claims forensics, so it remains in the stage of evaluating its future applicability.

However, the Company has established a written internal control system – a computerized information system cycle, an information management approach, and a disaster recovery plan to substantiate internal control and maintain information security policies. Ensure its appropriateness and effectiveness by reviewing and evaluating its safety regulations and procedures annually. The following classifications are described in

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details:

  • (1) Information security network structure

  • The Company’s internal systems are in the virtual network, the external network is isolated and cannot be accessed to directly, and multiple network security defense systems are adopted; also, the firewall in the front-end of the network and the intrusion prevention connection are to screen the systems.

  • Chunghwa Telecom’s HIBOX is used for email service. Chunghwa Telecom’s HIBOX is with a security control system that is responsible for filtering the incoming and outgoing content of the network. It can defend against external network attacks and immediately block the latest malicious software, harmful website links, spam emails, and other threats.

  • The internal host and endpoints are deployed with anti-virus software to update the virus codes and to instantly identify the signs of malicious behaviors. It can instantly block virus Trojan worms, ransomware, and malicious files in folders, and effectively reduce the risk of damage caused by hackers.

  • (2) System account and account authorization management

Program the user’s account number and authorization according to each business scope and rights and responsibilities. Data access must be authorized through an electronic document workflow authorization process; also, the relevant application and change must be applied for and approved by each competent supervisor. The user’s account and authorization must be revoked immediately once the user has left the job position in order to prevent any unauthorized use.

  • (3) Information system reservation and backup

Both the system and the files are backed up every day locally and remotely, and the system data recovery test drills are performed regularly every year to ensure the normal operation and data preservation of the information system in order to reduce the risk of data loss caused by unwarranted natural disasters and human disasters.

  • (4) The process for the disposal of computer equipment

The hard disk of the scrapped server must be disassembly and destroyed in compliance with the regulatory management system and the information security policy.

VII. Other major matters

None.

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Eight. Special Disclosure

I. Summary of Affiliated Companies

  • (I)Consolidated business report of the affiliated enterprises

  • Organizational chart of the affiliated enterprises

==> picture [497 x 367] intentionally omitted <==

-137-

2. Basic information of each affiliated enterprise

2. Basic information of each affiliated enterprise 2. Basic information of each affiliated enterprise 2. Basic information of each affiliated enterprise 2. Basic information of each affiliated enterprise 2. Basic information of each affiliated enterprise
December 31,2020 Unit: NT$ (unless otherwiseprovided)
Company Incorporation
date

Address
Paid-in capital Main business
operation or
products
Chiu Ho Medical
System Co., Ltd.
03/17/2000 5F, No. 380, Changchun Road,
Jhongshan District, Taipei City
3,775,400,000 Medical
instrument sales,
leasing, and
service
Tomorrow Medical
System Co., Ltd.
03/20/2006 6F, No. 366, Changchun Road,
Jhongshan District, Taipei City
708,000,000 Medical
instrument sales,
leasing, and
service
Chiu Ho Scientific Co.,
Ltd.
03/17/2006 4F-1, No. 380, Changchun Road,
Jhongshan District, Taipei City
98,538,410 Ophthalmic
equipment sales,
leasing, and
service
Hua Lin Instruments
Co., Ltd.
07/10/1999 5F, No. 380, Changchun Road,
Jhongshan District, Taipei City
486,000,000 Medical
instrument leasing
Shin-Ho Instruments
Co., Ltd.
10/16/2002
5F, No. 380, Changchun Road,
Jhongshan District, Taipei City
113,000,000
Medical
instrument leasing
Hsin Lin Biotech Co.,
Ltd.
03/07/2008
5F, No. 380, Changchun Road,
Jhongshan District, Taipei City
80,000,000
Medical
instrument leasing
E Century Health Care
Corporation
12/06/2002
6F, No. 366, Changchun Road,
Jhongshan District, Taipei City
600,000,000
Medical
instrument leasing
Tong-Lin Instruments
Co., Ltd.
02/25/2002
5F-1, No. 380, Changchun Road,
Jhongshan District, Taipei City
400,000,000
Medical
instrument leasing
Chiu Ho Biotech Co.,
Ltd.
12/16/2003
5F-1, No. 380, Changchun Road,
Jhongshan District, Taipei City
330,000,000
Medical
instrument leasing
CHC Healthcare (BVI)
Limited
11/23/2010 Walkers Chambers P.O. Box 92,
Road Town, Tortola, British Virgin
Islands
USD940 Holding and
indirect
investment
CHC Healthcare (HK)
Limited
09/19/2012 Unit 806, 8/F Two Harbourfront,
22 Tak Fung Street, Hunghom,
Kowloon, Hong Kong
HKD
1,000,000
Medical
instrument sales,
leasing, and
service
CHC (Guangzhou)
Medical Technology
Co., Ltd.
07/13/2011 1009 GIE Tower, No. 403
HuangShi Rd. East, Yuexiu Dist.,
GuangZhou 510095, P.R.C
USD
9,502,777.42
Medical
instrument sales,
leasing, and
service
Chiu Ho (China)
Medical Technology
Co., Ltd
05/30/2013 Room 1501, Fangheng Times
Center, Building B, No. 10
Courtyard, Wangjing Street,
Chaoyang District, Beijing City
USD
7,544,411.00
Medical
instrument sales,
leasing, and
service
Medlink Healthcare
Limited
01/21/2015
5F, No. 380, Changchun Road,
Jhongshan District, Taipei City
1,541,250,000 Medical
instrument sales
Hsing-Yeh
Biotechnology Co., Ltd
09/21/2015
5F, No. 380, Changchun Road,
Jhongshan District, Taipei City
936,000,000 Medical
instrument sales,
leasing, and drug
sales
Neusoft CHC Medical
Service Co., Ltd
03/28/2018 Room 227, No. 177-1, ChuangXin
Street, Hun Nan District,
Shenyang, Liaoning Province,
110179, China
RMB
30,000,000
Medical
instrument sales,
leasing, and
service
SenCare Healthcare
Company
09/27/2018 5F, No. 88, Xing’ai Rd., Neihu
Dist., Taipei City
294,000,000 Management
consulting and
elderly residence
PT CHC Medika
Indonesia
03/21/2017 Jl. Lebak Bulus 1 Lt. B1 Kav. 29
Kel. Cilandak Barat, Kec.
Cilandak, Jakarta Selatan Indonesia
IDR
1,568,000,000

Medical
instrument
leasing
CHC Long-Term Care
Corporation
12/31/2019 30, Lane 321, Yangxin N. Rd.,
Yangmei District,TaoyuanCity
32,000,000
Long-term care
service

-138-

  1. The information of the same shareholders of the affiliated enterprises that are presumed to be with a control and subordination relationship with the Company: Not applicable.

  2. The overall business operation of the affiliated enterprises

The businesses of the Company and the Company’s affiliated enterprises include medical instrument wholesale, medical instrument retail, medical instrument leasing, holdings, general investment, and pharmaceuticals trading. The division of labor is as follows:

Name of enterprises Division of labor
Chiu Ho Medical System Co., Ltd., Tomorrow Medical System Co., Ltd.,
and Chiu Ho Scientific Co., Ltd.
Medical instrument sales,
leasing, and service
Hua Lin Instruments Co., Ltd., Shin-Ho Instruments Co., Ltd., Hsin Lin
Biotech Co., Ltd., E Century Health Care Corporation, Tong-Lin Instruments
Co., Ltd., Chiu Ho Biotech Co., Ltd., Neusoft CHC Medical Service Co.,
Ltd., and PT CHC Medika Indonesia

Medical instrument leasing
CHC Healthcare (BVI) Limited Holding and indirect investment
CHC Healthcare (HK) Limited, CHC (Guangzhou) Medical Technology Co.,
Ltd., and Chiu Ho (China) Medical Technology Co., Ltd.,
Medical instrument sales,
leasing, and service
Medlink Healthcare Limited Medical instrument sales
Hsing-Yeh Biotechnology Co., Ltd Medical instrument sales,
leasing, and drug sales
SenCare Healthcare Company Management consulting and
elderly residence
CHCLong-TermCare Corporation
Long-termcare service

5.Information on the directors, supervisors, and president of each affiliated enterprise

December 31,2020 Unit : Shares; %

Company Job title Name or representative Shareholdings Shareholdings
Shares Shareholding
ratio (%)
Chiu Ho Medical
System Co., Ltd.
Chairman
Director
Director
Supervisor
Pei-Lin Lee (Representative of the Company)
Ming-Lun Lee (Representative of the Company)
Yi-Chun Chen (Representative of the Company)
Tien-Ying Lee (Representative of the Company)
377,540,000 100%
Tomorrow Medical
System Co., Ltd.
Chairman
Director
Director
Supervisor

Tzu-Lan Tung (Representative of the Company)
Ming-Lun Lee (Representative of the Company)
Yi-Chun Chen (Representative of the Company)
Tien-Ying Lee (Representative of the Company)
70,800,000 100%
Chiu Ho Scientific
Co., Ltd.
Chairman
Director
Director
Supervisor

Pei-Lin Lee (Representative of the Company)
Ming-Lun Lee (Representative of the Company)
Yi-Chun Chen (Representative of the Company)
Tien-Ying Lee (Representative of the Company)
9,853,841 100%
Hua Lin
Instruments Co.,
Ltd.
Chairman
Director
Director
Supervisor

Pei-Lin Lee (Representative of the Company)
Ming-Lun Lee (Representative of the Company)
Yi-Chun Chen (Representative of the Company)
Tien-Ying Lee (Representative of the Company)
48,600,000 100%
Shin-Ho
Instruments Co.,
Ltd.
Chairman
Director
Director
Supervisor
Pei-Lin Lee (Representative of the Company)
Ming-Lun Lee (Representative of the Company)
Yi-Chun Chen (Representative of the Company)
Tien-Ying Lee (Representative of the Company)
11,300,000 100%
Hsin Lin Biotech
Co., Ltd.
Chairman
Director
Director
Supervisor
Pei-Lin Lee (Representative of the Company)
MingLun Lee (Representative of the Company)
Yi-Chun Chen (Representative of the Company)
Tien-Ying Lee (Representative of the Company)
8,000,000 100%
E Century Health
CareCorporation
Chairman
Director
Pei-Lin Lee (Representative of the Company)
Ming-Lun Lee(Representative of theCompany)
60,000,000 100%

-139-

Company Job title Name or representative Shareholdings Shareholdings
Shares Shareholding
ratio (%)
Director
Supervisor
Yi-Chun Chen (Representative of the Company)
Tien-Ying Lee (Representative of the Company)
Tong-Lin
Instruments Co.,
Ltd.
Chairman
Director
Director
Supervisor

Pei-Lin Lee (Representative of the Company)
Ming-Lun Lee (Representative of the Company)
Yi-Chun Chen (Representative of the Company)
Tien-Ying Lee (Representative of the Company)
40,000,000 100%
Chiu Ho Biotech
Co., Ltd.
Chairman
Director
Director
Supervisor

Pei-Lin Lee (Representative of the Company)
Ming-Lun Lee (Representative of the Company)
Yi-Chun Chen (Representative of the Company)
Tien-Ying Lee (Representative of the Company)
33,000,000 100%
CHC Healthcare
(BVI) Limited
Chairman
Pei-Lin Lee (Representative of the Company)
940 100%
CHC Healthcare
(HK) Limited
Chairman Pei-Lin Lee 100,000 100%
CHC (Guangzhou)
Medical
Technology Co.,
Ltd.
Chairman /
President
Hsin-Hsiung Huang (Representative of CHC
Healthcare (BVI) Limited)
USD
9,502,777.42
(Note 1)
100%
Chiu Ho (China)
Medical
Technology Co.,
Ltd.
Chairman /
President
Hsin-Hsiung Huang (Representative of CHC
Healthcare (BVI) Limited)
USD
7,544,411.00
(Note 1)
100%
Medlink Healthcare
Limited
Chairman
Director
Director
Supervisor
Pei-Lin Lee (Representative of Chiu Ho
Medical System Co., Ltd.)
Ming-Lun Lee (Representative of Chiu Ho
Medical System Co., Ltd.)
Yi-Chun, Chen (Representative of Chiu Ho
Medical System Co., Ltd.)
Tien-Ying Lee (Representative of Chiu Ho
Medical System Co., Ltd.)
154,125,000 100%
Hsing-Yeh
Biotechnology Co.,
Ltd
Chairman
Director
Director
Supervisor

Pei-Lin Lee (Representative of
Medlink Healthcare Limited)
Ming-Lun Lee (Representative of
Medlink Healthcare Limited)
Yi-Chun Chen (Representative of
Medlink Healthcare Limited)
Tien-Ying Lee (Representative of Medlink
Healthcare Limited)
93,600,000 100%
Neusoft CHC
Medical Service
Co., Ltd
Chairman
Director
Director
Director
Director
Supervisor
Supervisor
Shaojie Wu (Representative of Neusoft Medical
Technology Co., Ltd.)
Donglong Han (Representative of Neusoft
Medical Technology Co., Ltd.)
Tien-Ying Lee (Representative of Guangzhou
Chiuho Medical System Co., Ltd.)
Ming-Lun Lee (Representative of Guangzhou
Chiuho Medical System Co., Ltd.)
Fangqin Zhang (Representative of Guangzhou
Chiuho Medical System Co., Ltd.)
Yi-Chun Chen (Representative of Guangzhou
Chiuho Medical System Co., Ltd.)
Sue Kong (Representative of Neusoft Medical
Technology Co., Ltd.)
RMB
15,300,000
(Note 1)
51%
SenCare Healthcare
Company
Chairman
Director
Director
Director
Director
Supervisor
Supervisor

Tien-Ying Lee (Representative of Chiu Ho
Medical System Co., Ltd.)
Pei-Lin Lee (Representative of Chiu Ho
Medical System Co., Ltd.)
Ming-Lun Lee (Representative of Chiu Ho
Medical System Co., Ltd.)
Sakurajyuji Co., Ltd.
KAJI MASATO
Yi-Chun Chen
NISHIKAWA TOMOKI
19,400,000 65.99%

-140-

Company Job title Name or representative Shareholdings Shareholdings
Shares Shareholding
ratio (%)
PT CHC Medika
Indonesia
Director
Supervisor
ANNY EKA YASIKA
LIN MENG YU
1,568
100%
CHC Long-Term
Care Corporation
Chairman
Director
Director
Supervisor
Pei-Lin, Lee
Tien-Ying Lee (Representative of SenCare
Healthcare Company)
Yi-Jun Chen
Mingfa Hsieh
31,040,000
(Note 2)


97%

Note 1: It is a limited company without any share issued, so the invested capital amount and ratio are listed. Note 2: Juridical association, and unissued shares, therefore the listing of share capital and ratio of capital contribution.

6. Affiliated enterprise operational overview

6. Affiliated enterprise operational overview 6. Affiliated enterprise operational overview 6. Affiliated enterprise operational overview 6. Affiliated enterprise operational overview 6. Affiliated enterprise operational overview 6. Affiliated enterprise operational overview 6. Affiliated enterprise operational overview 6. Affiliated enterprise operational overview 6. Affiliated enterprise operational overview
Unit: NT$thousands
Company Capital
stock
Total
assets
Total
liabilities
Net worth Operating
income

Operating
profits

Profit and
loss (after
tax)
Earnings per
share (NT$)
(after tax)
Chiu Ho Medical
System Co., Ltd.
3,775,400 5,713,685 1,437,884 4,275,801 1,314,178
208,348
177,275 0.54
Tomorrow
Medical System
Co., Ltd.
708,000 1,710,776 916,145 794,631
268,103

30,749
17,137 0.33
Chiu Ho
Scientific Co.,
Ltd.
98,538 279,822 124,700 155,122
171,541

38,131
30,487 3.09
Hua Lin
Instruments Co.,
Ltd.
486,000 767,367 183,276 584,091
206,886

46,407
37,210 0.68
Shin-Ho
Instruments Co.,
Ltd.
113,000 161,452 46,404 115,048
0

(2,644)
(2,883) (0.31)
Hsin Lin Biotech
Co., Ltd.
80,000 84,736 2,537 82,199
24,509

4,122
5,449 0.68
E Century Health
Care Corporation
600,000 894,111 87,160 806,951
308,116

101,608
81,254 1.35
Tong-Lin
Instruments Co.,
Ltd.
400,000 583,202 102,096 481,106
189,012

48,564
38,916 0.97
Chiu Ho Biotech
Co., Ltd.
330,000 355,347 8,426 346,921
72,117

9,642
7,736 0.23
CHC Healthcare
(BVI) Limited
28 411,100 0 411,100
0

(39)
(16,318) (17,359.57)
CHC Healthcare
(HK) Limited
3,697 37,729 0 37,729
0

(47)
(186) (1.86)
CHC
(Guangzhou)
Medical
Technology Co.,
Ltd. (Note 5)
270,639 243,483 5,440 238,043
42,271

(241)
(16,138) Note 3
Chiu Ho (China)
Medical
Technology Co.,
Ltd.
214,865 128,236 996 127,240
11,437

(1,974)
(13) Note 3
Medlink
Healthare
Limited
1,541,250 1,620,892 32,525 1,588,367
0

(498)
29,756 0.19
Hsing-Yeh
Biotechnology
Co., Ltd.
936,000 1,090,730 94,688 996,042
217,975

37,049
35,434 0.38
Neusoft CHC 131,311 107,427 0 107,427
2,760

(8,287)
(7,310) Note 3

-141-

Company Capital
stock
Total
assets
Total
liabilities
Net worth Operating
income

Operating
profits

Profit and
loss (after
tax)
Earnings per
share (NT$)
(after tax)
Medical Service
Co., Ltd
SenCare
Healthcare
Company
294,000 294,040 3,038 291,002 0 (414) 348 0.01
PT CHC Medika
Indonesia
3,398 2,133 2,446 (313) 6,302 (1,567) (1,547) (986.61)
CHC Long-Term
Care Corporation
32,000 31,542 43 31,499 0 (475) (461) Note 4

Note 1: It is filled out in accordance with the individual financial report that is audited by a certified public accountant in conformity with the International Financial Reporting Standards.

Note 2: The exchange rate of each currency to New Taiwan dollar is based on the announcement of the Bank of Taiwan: USD to NTD was 28.48 on December 31, 2020; USD to RMB was 6.5067 on December 31, 2020; USD to HKD was 7.7539 on December 31, 2020; NTD to IDR was 0.00203 on December 31, 2020; the average USD to NTD was 29.55 in 2020; the average USD to RMB was 6.9010 in 2020; the average USD to HKD was 7.7579 in 2020, and the average NTD to IDR was 0.00205 in 2020.

  • Note 3: It is not applicable to a limited company that does not issue stock shares.

  • Note 4: Juridical association, unissued shares, therefore not applicable.

  • Note 5: The subsidiary, formerly known as Guangzhou Chiuho Medical System Co., Ltd., has been renamed into CHC (Guangzhou) Medical Technology Co., Ltd. since April 28, 2020.

(II) Consolidated financial statements of the affiliated enterprises

The companies to be included in the Company’s 2020 (from January 1, 2020 to December 31, 2020) consolidated financial statements of the affiliated enterprises in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” are the same companies to be included in the consolidated financial statements of the parent company and subsidiaries in accordance with Article 27 of the International Accounting Standards; also, the relevant information in the consolidated financial statements of the affiliated enterprise that should be disclosed has already been disclosed in the aforementioned consolidated financial statements of the parent company and subsidiaries. Therefore, the consolidated financial statements of the affiliated enterprise will not be prepared separately.

  • (III) Relationship report

According to the provisions of Article 369-12 of the Company Act, the Company is not a public offering company’s subsidiary, so it is not necessary to prepare a relationship report.

  • II. Private Placement Securities in the Most Recent Years

  • None.

  • III. The Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent Years None.

IV. Other supplementary information

  • None.

  • V. The impact of the events as stipulated in Subparagraph 2, Paragraph 3, Article 36 of the Securities Exchange Act on shareholder’s equity or security price in the most recent year and as of the annual report printing date

None.

-142-

REPRESENTATION LETTER

The entities that are required to be included in the combined financial statements of CHC Healthcare Group as of and for the year ended December 31, 2020, under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard 10, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, CHC Healthcare Group and Subsidiaries do not prepare a separate set of combined financial statements.

Very truly yours,

CHC HEALTHCARE GROUP

By

Pei-Lin Lee Chairman

March 19, 2021

-143-

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of CHC Healthcare Group

Opinion

We have audited the accompanying consolidated balance sheets of CHC Healthcare Group and subsidiaries (the “Group”) as at December 31, 2020 and 2019, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards 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 Group’s 2020 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion

-144-

thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Group’s 2020 consolidated financial statements are stated as follows:

Impairment assessment of goodwill

Description

As of December 31, 2020, the Group generated goodwill of NT$150,617 thousand as a result of the merger with Shih-Lu Co., Ltd.

After identifying the smallest cash generating unit which can generate independent cash flows, the Group used the recoverable amount of each cash generating unit to assess whether goodwill may be impaired. Since the assumptions used by management to assess whether goodwill is impaired involve subjective judgment and have high uncertainty, we considered the impairment assessment of goodwill a key audit matter.

Refer to Note 4(20) for the accounting policy on goodwill impairment, Note 5(2) for uncertainty of accounting estimates and assumptions in relation to goodwill impairment and Note 6(30) for related details.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  • A. Obtained an understanding on how management identifies the objective evidence of goodwill impairment, taking into account certain factors in a consistent manner and ascertained whether the management uses reliable information.

  • B. Obtained the report on the valuation of the subsidiary issued by an expert appointed by the management and performed the following:

  • (1) Assessed the expert’s independence, objectiveness and competence by reviewing the expert’s qualification.

  • (2) Assessed whether the valuation model is reasonable based on our knowledge of the Group’s businesses and industry.

  • (3) Confirmed whether the expert uses the same future cash flows relative to the budget for the future years provided by the management.

  • (4) Checked whether the comparable assets adopted in appraisal report are consistent with the

-145-

actual operations.

  • (5) Assessed whether the significant assumptions applied by the expert are relevant and reasonable and tested the mathematical accuracy.

Impairment assessment of property, plant and equipment

Description

Some of the Group’s leasing businesses were not as profitable as expected due to fierce competition in the healthcare industry. The Group assesses the impairment based on the estimated recoverable amounts of leasing assets (shown as property, plant and equipment) where there is an indication that they are impaired. Given that the calculation of recoverable amounts requires significant accounting estimates relying on subjective judgment and uncertainty, we considered the impairment assessment of leasehold assets using the cash-generating units as a key audit matter.

Refer to Note 4(20) for the accounting policy on asset impairment and Note 5(2) for accounting estimates and assumption uncertainty of asset impairment.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  • A. Obtained an understanding on how management identifies the objective evidence of impairment, taking into account certain factors in a consistent manner and ascertained whether the management uses reliable information.

  • B. Acquired the asset appraisal report issued by an expert appointed by the management and performed the following:

  • (1) Assessed the independence, objectiveness and competence by reviewing the expert’s qualification.

  • (2) Assessed whether the valuation method is widely adopted and appropriate based on our knowledge of the Group’s businesses and industry.

  • (3) Confirmed whether the replacement cost, comparative objects and the assets’ use indicated on the appraisal report are consistent with the actual operations.

  • (4) Assessed whether the significant assumptions applied by the expert are relevant and reasonable and tested the mathematical accuracy.

-146-

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion on the parent company only financial statements of CHC Healthcare Group as at and for the years ended December 31, 2020 and 2019.

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 International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, 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 the audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards 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 generally accepted auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit.

-147-

We also:

  • A. 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 controls.

  • B. 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 controls.

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

  • D. 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.

  • E. 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.

  • F. Obtain sufficient appropriate audit evidence regarding the financial information of the 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.

-148-

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

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

For and on behalf of PricewaterhouseCoopers, Taiwan March 19, 2021

------------------------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

-149-

CHC HEALTHCARE GROUP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Assets Notes
6(1)
6(2)(25)
6(4)(23) and
8
6(22)
6(5)
6(5)
7
7
6(6)(9)
6(7) and 7
6(2)
6(3)
6(4)(23) and
8
6(22)
6(8)(25)
6(9)(12) and
8
6(10)
6(9)(12) and
8
6(30)
6(28)
6(5)
7
6(9)(13) and
8
December 31, 2020
Amount
%
$
1,380,522
12
106,000
1
287,540
2
38,177
-
35,756
-
482,621
4
228,448
2
1,153
-
173,869
2
2,123
-
313,692
3
433,600
4
1,728
-
3,485,229
30
600
-
35,781
-
240,885
2
58,371
1
-
-
5,382,011
47
73,452
1
1,463,155
13
159,151
1
88,383
1
154,824
1
36,406
-
365,573
3
8,058,592
70
$
11,543,821
100
December 31, 2019
Amount
%
$
1,245,235
11
71,369
1
348,101
3
46,464
-
56,562
-
507,614
5
243,858
2
1,148
-
178,869
2
2,493
-
439,674
4
363,010
3
5,131
-
3,509,528
31
-
-
38,681
-
246,358
2
34,438
-
8,963
-
4,691,417
42
29,828
-
1,210,388
11
159,151
1
84,751
1
174,040
2
49,364
1
968,418
9
7,695,797
69
$
11,205,325
100
Amount
$
1,380,522
106,000
287,540
38,177
35,756
482,621
228,448
1,153
173,869
2,123
313,692
433,600
1,728
3,485,229
600
35,781
240,885
58,371
-
5,382,011
73,452
1,463,155
159,151
88,383
154,824
36,406
365,573
8,058,592
$
11,543,821
Amount
$
1,245,235
71,369
348,101
46,464
56,562
507,614
243,858
1,148
178,869
2,493
439,674
363,010
5,131
3,509,528
-
38,681
246,358
34,438
8,963
4,691,417
29,828
1,210,388
159,151
84,751
174,040
49,364
968,418
7,695,797
$
11,205,325
Current assets
1100
Cash and cash equivalents
1110
Financial assets at fair value through
profit or loss - current
1136
Current financial assets at amortised
cost
1140
Contract assets - current
1150
Notes receivable, net
1170
Accounts receivable, net
1180
Accounts receivable - related parties
1200
Other receivables
1210
Other receivables due from related
parties
1220
Current tax assets
130X
Inventories
1410
Prepayments
1470
Other current assets
11XX
Total current assets
Non-current assets
1510
Financial assets at fair value through
profit or loss - non-current
1517
Financial assets at fair value through
other comprehensive income - non-
current
1535
Non-current financial assets at
amortised cost
1560
Non-current contract assets
1550
Investments accounted for using equity
method
1600
Property, plant and equipment
1755
Right-of-use assets
1760
Investment property, net
1780
Intangible assets
1840
Deferred tax assets
1930
Long-term notes and accounts
receivable
1940
Long-term notes and accounts
receivable - related parties
1990
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets

(Continued)

-150-

CHC HEALTHCARE GROUP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Liabilities and equity December 31,2020
December 31,2019
Notes
Amount
%
Amount
%
6(14) and 8
$
190,234
2
$
471,591
4
6(22)
152,413
1
78,966
1
2,417
-
3,495
-
152,900
1
219,813
2
7
-
-
136
-
6(9)
101,262
1
168,781
1
92,550
1
67,742
1
22,021
-
18,798
-
10,788
-
7,425
-
6(15)(16),7
and 8
328,801
3
2,012,344
18
1,053,386
9
3,049,091
27
6(22)
636,740
6
660,942
6
6(15) and 8
1,488,808
13
-
-
6(16) and 8
2,227,892
19
2,090,662
19
6(9)
12,858
-
400
-
6(28)
40,303
-
40,161
1
63,542
1
22,809
-
20,291
-
23,921
-
4,490,434
39
2,838,895
26
5,543,820
48
5,887,986
53
6(15)(18)(19)
1,570,439
14
1,416,335
13
6(15)(18)(20)
3,427,278
29
2,981,939
26
6(21)
317,065
3
277,548
2
387,852
3
363,621
3
566,883
5
545,509
5
6(3)
(
387,124) (
3) (
387,852 ) (
3)
6(19)
(
34,956)
-
(
34,956 )
-
5,847,437
51
5,162,144
46
152,564
1
155,195
1
6,000,001
52
5,317,339
47
9
$
11,543,821
100
$
11,205,325
100
Current liabilities
2100
Short-term borrowings
2130
Contract liabilities - current
2150
Notes payable
2170
Accounts payable
2180
Accounts payable - related parties
2200
Other payables
2230
Current tax liabilities
2250
Provisions for liabilities - current
2280
Current lease liabilities
2300
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2527
Contract liabilities - non-current
2530
Bonds payable
2540
Long-term borrowings
2550
Provisions for liabilities - non-current
2570
Deferred tax liabilities
2580
Non-current lease liabilities
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity attributable to owners of the
parent
Share capital
3110
Common stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity
3400
Other equity
3500
Treasury shares
31XX
Total equity attributable to owners
of the parent
36XX
Non-controlling interest
3XXX
Total equity
Significant contingent liabilities and
unrecognised contract commitments
3X2X
Total liabilities and equity

The accompanying notes are an integral part of these consolidated financial statements.

-151-

CHC HEALTHCARE GROUP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT FOR EARNINGS PER SHARE AMOUNTS)

Items 2020
2019
Notes
Amount
%
Amount
%
6(5)(11)(12)(22) and
7
$
2,554,911
100
$
2,950,052
100
6(6)(10)(17)(18)(27)
and 7
(
1,724,201) (
68) (
2,144,050 ) (
73)
830,710
32
806,002
27
6(10)(17)(18)(27)
(
118,774) (
5) (
124,041 ) (
4)
(
191,688) (
7) (
166,584 ) (
6)
(
6,252)
-
(
4,874 )
-
(
890)
-
19,068
1
(
317,604) (
12) (
276,431 ) (
9)
513,106
20
529,571
18
6(4)(23) and 7
12,049
1
11,696
-
6(11)(24)
10,888
-
20,536
1
6(2)(8)(9)(25)
6,437
-
(
5,233 )
-
6(26)
(
78,208) (
3) (
78,344 ) (
3)
6(8)
(
276)
-
(
1,633 )
-
(
49,110) (
2) (
52,978 ) (
2)
463,996
18
476,593
16
6(28)
(
101,084) (
4) (
86,162 ) (
3)
$
362,912
14
$
390,431
13
6(3)
($
2,900 )
-
( $
8,550 )
-
4,461
-
(
16,933 ) (
1 )
-
-
40
-
6(28)
13
-
(
8 )
-
$
1,574
-
( $
25,451 ) (
1 )
$
364,486
14
$
364,980
12
$
366,389
14
$
395,172
13
($
3,477 )
-
( $
4,741 )
-
$
367,117
14
$
370,941
12
($
2,631 )
-
( $
5,961 )
-
6(29)
$
2.53
$
2.83
6(29)
$
1.95
$
2.46
4000
Operating revenue
5000
Operating costs
5950
Gross profit
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6450
Gain on expected credit impairment
loss
6000
Total operating expenses
6900
Operating profit
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of loss of associates and joint
ventures accounted for using
equity method
7000
Total non-operating income and
expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year
Other comprehensive income
Components of other comprehensive
income that will not be reclassified
to profit or loss
8316
Unrealised gains (losses) from
investments in equity instruments
measured at fair value through
other comprehensive income
Components of other comprehensive
income that will be reclassified to
profit or loss
8361
Financial statements translation
differences of foreign operations
8370
Share of other comprehensive
income of associates and joint
ventures accounted for using
equity method, components of
other comprehensive income that
will be reclassified to profit or loss
8399
Income tax related to components of
other comprehensive income that
will be reclassified to profit or loss
8300
Other comprehensive loss for the year
8500
Total comprehensive income for the
year
Profit attributable to:
8610
Owners of the parent
8620
Non-controlling interest
Comprehensive income attributable
to:
8710
Owners of the parent
8720
Non-controlling interest
Earnings per share
9750
Basic earnings per share
9850
Diluted earnings per share

The accompanying notes are an integral part of these consolidated financial statements.

-152-

CHC HEALTHCARE GROUP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

2019
Balance at January 1, 2019
Consolidated net income
Other comprehensive income (loss)
Total comprehensive income (loss)
Appropriations of 2018 earnings
Legal reserve
Special reserve
Cash dividends
Conversion of convertible bonds
Exercise of employee stock options
Compensation cost of employee stock options
Compensation cost of employee stock options of
subsidiaries
Expired employee stock options
Balance at December 31, 2019
2020
Balance at January 1, 2020
Consolidated net income
Other comprehensive income (loss)
Total comprehensive income (loss)
Appropriations of 2019 earnings
Legal reserve
Special reserve
Cash dividends
Conversion of convertible bonds
Issuance of convertible bonds
Exercise of employee stock options
Compensation cost of employee stock options
Compensation cost of employee stock options of
subsidiaries
Expired employee stock options
Balance at December 31, 2020

-153-
Notes E quityattributable to owners of thepa rent Total Non-controlling
interest
Total equity
Common stock Capital Re serves Others RetainedEarnings Unappropriated
retained earnings
Other EquityInterest
Financial
statements
translation
differences of
foreign operations
Unrealised gains
(loss) on financial
assets at fair value
through other
comprehensive
income
Treasury
stocks
Capital surplus Treasury stock
transactions
Employee stock
options
Legal reserve Special reserve Financial
statements
translation
differences of
foreign operations
6(21)
6(15)(19)
6(18)(19)
6(18)
6(18)
6(21)
6(15)(19)
6(15)
6(18)(19)
6(18)
6(18)
$ 1,399,136
-
-
-
-
-
-
7,809
9,390
-
-
-
$ 1,416,335
$ 1,416,335
-
-
-
-
-
-
151,509
-
2,595
-
-
-
$ 1,570,439
$ 2,830,390
-
-
-
-
-
-
22,883
71,363
-
-
-
$ 2,924,636
$ 2,924,636
-
-
-
-
-
-
424,330
-
7,840
-
-
-
$ 3,356,806
$
173
-
-
-
-
-
-
-
-

-
-
-

$
173
$
173
-
-
-
-
-
-
-
-
-

-
-
-

$
173
$
52,641
-
-
-
-
-
-
-

(
47,507)
2,134
3,592
(
1,897)
$
8,963
$
8,963
-
-
-
-
-
-
-

-
(
2,195)
1,482
2,978
(
74)
$
11,154
$ 47,049
-
-
-
-
-
-
(
779)
-
-
-
1,897
$ 48,167
$ 48,167
-
-
-
-
-
-
(
14,446)
25,350
-
-
-
74
$ 59,145
$
245,206
-
-
-
32,342
-
-
-
-
-
-
-
$
277,548
$
277,548
-
-
-
39,517
-
-
-
-
-
-
-
-
$
317,065
$
33,211
-
-
-
-

330,410

-

-
-
-
-
-
$
363,621
$
363,621
-
-
-
-

24,231

-

-
-
-
-
-
-
$
387,852
$
763,134
395,172
-
395,172
(
32,342)
(
330,410)
(
250,045)
-
-
-
-
-
$
545,509
$
545,509
366,389
-
366,389
(
39,517)
(
24,231)
(
281,267)
-
-
-
-
-
-
$
566,883
($
29,237)
-
(
15,681)
(
15,681)
-
-
-
-
-
-
-
-
($
44,918)
($
44,918)
-
3,628

3,628

-
-
-
-
-
-
-
-
-
($
41,290)
($
334,384)
-
(
8,550)
(
8,550)
-
-
-
-
-
-
-
-
($
342,934)
($
342,934)
-
(
2,900)
(
2,900)
-
-
-
-
-
-
-
-
-
($
345,834)
($ 34,956)
-
-
-
-
-
-
-
-
-
-
-
($ 34,956)
($ 34,956)
-
-
-
-
-
-
-
-
-
-
-
-
($ 34,956)
$ 4,972,363
395,172
(
24,231)
370,941
-
-
(
250,045)
29,913
33,246
2,134
3,592
-
$ 5,162,144
$ 5,162,144
366,389
728
367,117
-
-
(
281,267)
561,393
25,350
8,240
1,482
2,978
-
$ 5,847,437
$
161,156
(
4,741 )
(
1,220 )
(
5,961 )
-
-
-
-
-
-
-
-
$
155,195
$
155,195
(
3,477 )
846
(
2,631 )
-
-
-
-
-
-
-
-
-
$
152,564


$ 5,133,519
390,431
(
25,451 )
364,980
-
-
(
250,045 )
29,913
33,246
2,134
3,592
-
$ 5,317,339
$ 5,317,339
362,912
1,574
364,486
-
-
(
281,267 )
561,393
25,350
8,240
1,482
2,978
-
$ 6,000,001

The accompanying notes are an integral part of these consolidated financial statements.

CHC HEALTHCARE GROUP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Expected credit loss (gain)
Depreciation charge

Loss on disposal of property, plant and
equipment

Property, plant and equipment transferred to
expenses

Interest expense
Interest income

Dividend income

Share of loss of associates and joint ventures
accounted for using equity method

Net gain on disposal of investments
accounted for using equity method

Gain on financial assets or liabilities at fair
value through profit or loss

Amortisation of discount on bonds payable

Compensation cost of employee stock
options

Impairment loss on non-financial assets

Changes in operating assets and liabilities
Changes in operating assets
Acquisition of financial assets at fair value
through profit or loss
Contract assets
Notes receivable
Accounts receivable
Accounts receivable - related parties
Other receivables
Inventories
Prepayments
Other current assets
Changes in operating liabilities
Contract liabilities
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Provisions for liabilities
Other current liabilities
Cash inflow generated from operations
Dividends received during the year
Interest paid during the year
Interest received during the year
Income tax paid
Net cash flows from operating activities
Notes
2020
2019
$
463,996
$
476,593
890 (
19,068 )
6(9)(10)(12)(27)
440,349
411,752
6(25)
690
3,142
6(9)
84
-
68,134
71,846
6(23)
(
12,049 ) (
11,696 )
6(24)
(
1,015 ) (
967 )
6(8)
276
1,633
6(8)(25)
- (
143 )
6(25)
(
37,382 ) (
17,403 )
6(26)
13,922
12,357
6(18)(27)
4,460
5,726
6(25)
-
12,595
3,181
-
(
15,641 ) (
39,946 )
28,426
-
35,740 (
54,847 )
28,312
8,937
495 (
943 )
121,271 (
26,113 )
(
70,590 )
96,680
3,403
1,792
40,815
394,698
(
1,413 ) (
851 )
(
67,865 )
14,252
(
136 ) (
4,426 )
(
6,597 )
17,447
3,223
8,113
(
2,276 )
6,158
1,042,703
1,367,318
515
967
(
60,433 ) (
66,855 )
12,049
11,696
(
79,369 ) (
97,933 )
915,465
1,215,193

(Continued)

-154-

CHC HEALTHCARE GROUP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at amortised cost
Proceeds from disposal of financial assets at
amortised cost
Decrease (increase) in other receivables - related
parties
Proceeds from disposal of investments accounted
for using equity method
Acquisition of property, plant and equipment

Proceeds from disposal of property, plant and
equipment
Acquisition of investment property

Increase in refundable deposits
Decrease in refundable deposits
(Increase) decrease in other non-current assets
Net cash flows used in investing
activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term loans

Decrease in short-term loans

Payments of lease liabilities

Proceeds from long-term debt

Repayments of long-term debt

Increase in guarantee deposits received

Decrease in guarantee deposits received

Decrease in other non-current liabilities
Proceeds from issuing bonds

Issuance cost of bonds payable
Repayments of bonds

Exercise of employee stock options

Payment of cash dividends

Net cash flows used in financing activities
Effect of changes in foreign currency exchange rates
on cash and cash equivalents
Increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Notes

The accompanying notes are an integral part of these consolidated financial statements.

-155-

CHC HEALTHCARE GROUP AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS,

EXCEPT AS OTHERWISE INDICATED)

1. HISTORY AND ORGANISATION

CHC Healthcare Group (CHC or the “Company”) was incorporated in the Republic of China. The shares of the Company were listed on the Taiwan Stock Exchange on October 24, 2012. The Company and its subsidiaries (the “Group”) are primarily engaged in the trading of pharmaceutical products and the sale, leasing, installation, and repair of medical instruments.

2. THE DATE OF AUTHORISATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORISATION

These consolidated financial statements were authorised for issuance by the Board of Directors on March 19, 2021.

3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS

(1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) as endorsed by the Financial Supervisory Commission (“FSC”)

New standards, interpretations and amendments endorsed by the FSC effective from 2020 are as follows:

follows:
New Standards, Interpretations and Amendments
Amendments to IAS 1 and IAS 8, ‘Disclosure initiative-definition
of material’
Amendments to IFRS 3, ‘Definition of a business’
Amendments to IFRS 9, IAS 39 and IFRS 7, ‘Interest rate
benchmark reform’
Amendment to IFRS 16, ‘Covid-19-related rent concessions’
Effective date by
International Accounting
Standards Board
January 1, 2020
January 1, 2020
January 1, 2020
June 1, 2020 (Note)

Note: Earlier application from January 1, 2020 is allowed by the FSC.

The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.

-156-

(2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted

by the Group

New standards, interpretations and amendments endorsed by the FSC effective from 2021 are as follows:

follows:
New Standards, Interpretations and Amendments
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’
Effective date by
International Accounting
Standards Board
January 1, 2021
January 1, 2021

The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.

(3) Effect of IFRSs issued by IASB but not yet endorsed by the FSC

New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:

as endorsed by the FSC are as follows:
New Standards, Interpretations and Amendments Effective date by
International Accounting
Standards Board

Amendments to IFRS 3, ‘Reference to the conceptual framework’
January 1, 2022
Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets
between an investor and its associate or joint venture’
To be determined by
International Accounting
Standards Board
IFRS 17, ‘Insurance contracts’
January 1, 2023
Amendments to IFRS 17, ‘Insurance contracts’
January 1, 2023
Amendments to IAS 1, ‘Classification of liabilities as current or
non-current’
January 1, 2023
Amendments to IAS 1, ‘Disclosure of accounting policies’
January 1, 2023
Amendments to IAS 8, ‘Definition of accounting estimates’
January 1, 2023
Amendments to IAS 16, ‘Property, plant and equipment: proceeds
before intended use’
January 1, 2022
Amendments to IAS 37, ‘Onerous contracts - cost of fulfilling a
contract’
January 1, 2022
Annual improvements to IFRS Standards 2018 - 2020
January 1, 2022

The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

-157-

(1) Compliance statement

The consolidated financial statements of the Group have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”).

(2) Basis of preparation

  • A. Except for the following items, these consolidated financial statements have been prepared under the historical cost convention:

  • (a) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

  • (b) Financial assets and liabilities at fair value through other comprehensive income.

  • B. The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.

(3) Basis of consolidation

  • A. Basis for preparation of consolidated financial statements:

  • (a) All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are all entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.

  • (b) Inter-company transactions, balances and unrealised gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

  • (c) Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

  • (d) Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are

-158-

adjusted and the fair value of the consideration paid or received is recognised directly in equity.

B. Subsidiaries included in the consolidated financial statements:

Investor
CHC
CHC
CHC
CHC
CHC
CHC
CHC
CHC
CHC
CHC
Chiu Ho Medical
Chiu Ho Medical
Chiu Ho Medical
Medlink
Main business
Subsidiary
activities
Chiu Ho Medical
System Co., Ltd.
(Chiu Ho Medical)
Medical instrument
sale, leasing and
services
Tomorrow Medical
System Co., Ltd.
(Tomorrow)
Medical instrument
sale, leasing and
services
Chiu Ho Scientific
Co., Ltd. (Chiu Ho
Scientific)
Ophthalmic
equipment sale,
leasing and services
Chiu Ho Biotech Co.,
Ltd. (Chiu Ho
Biotech)
Medical instrument
leasing
Shin-Ho Instruments
Co., Ltd. (Shin-Ho)
Medical instrument
leasing
Tong-Lin Instruments
Co., Ltd. (Tong-Lin)
Medical instrument
leasing
Hua Lin Instruments
Co., Ltd. (Hua Lin)
Medical instrument
leasing
Hsin Lin Biotech Co.,
Ltd. (Hsin Lin)
Medical instrument
leasing
E Century Healthcare
Corporation (E
Century)
Medical instrument
leasing
CHC Healthcare
(BVI) Limited (CHC
(BVI))
Holdings and
indirect investments
Medlink Healthcare
Limited (Medlink)
Medical instrument
sale
SenCare Healthcare
Company (SenCare)
Consulting service
and elderly
residence
PT CHC Medika
Indonesia (PT CHC)
Medical instrument
leasing
Hsing-Yeh
Biotechnology Co.,
Ltd. (Hsing-Yeh)
Medical instrument
sale and leasing;
drug sale
Ownership (%) Ownership (%) Description

December 31, 2020
100
100

100
100
100
100
100
100
100

100
100
66
100
100

December 31, 2019
100
100
100
100
100
100
100
100
100
100
100
66
100
100

Note 1

-159-

Investor
SenCare
CHC (BVI)
CHC (BVI)
CHC (BVI)
CHC (Guangzhou)
Main business
Subsidiary
activities
CHC Long-Term Care
Corporation (CHC
LTC)
Long-term care
services
CHC Healthcare (HK)
Limited (CHC (HK))
Medical instrument
sale, leasing and
services
CHC (Guangzhou)
Medical Technology
Co., Ltd. (formerly:
Guangzhou Chiuho
Medical System Co.,
Ltd.) (CHC
Guangzhou)
Medical instrument
sale, leasing and
services
Chiu Ho (CHINA)
Medical Technology
Co., Ltd. (Chiu Ho
(CHINA))
Medical instrument
sale, leasing and
services
Neusoft CHC Medical
Service Co., Ltd.
(Neusoft CHC)
Medical instrument
leasing
Ownership (%) Ownership (%) Description

December 31, 2020
97
100
100
100
51

December 31, 2019
97
100
100
100
51

Note 2
  • Note 1: On May 2, 2019, the Company’s subsidiary, Chiu Ho Medical, invested in PT CHC which was included in the consolidated financial statements thereafter.

  • Note 2: On December 31, 2019, the Company’s subsidiary, SenCare, established CHC LTC which was included in the consolidated financial statements thereafter.

  • C. Subsidiaries not included in the consolidated financial statements: None.

  • D. Adjustments for subsidiaries with different balance sheet dates: None.

  • E. Significant restrictions: None.

  • F. Subsidiaries that have non-controlling interests that are material to the Group: None.

(4) Foreign currency translation

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in New Taiwan Dollars, which is the Company’s functional and the Group’s presentation currency.

  • A. Foreign currency transactions and balances

  • (a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in profit or loss in the period in which they arise.

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  • (b) Monetary assets and liabilities denominated in foreign currencies at the period end are re-translated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognised in profit or loss.

  • (c) All foreign exchange gains and losses are presented in the statement of comprehensive income within ‘other gains or losses’.

  • B. Translation of foreign operations

The operating results and financial position of all the group entities and associates that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

  • (a) Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;

  • (b) Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and

  • (c) All resulting exchange differences are recognised in other comprehensive income.

(5) Classification of current and non-current items

  • A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:

  • (a) Assets arising from operating activities that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;

  • (b) Assets held mainly for trading purposes;

  • (c) Assets that are expected to be realised within twelve months from the balance sheet date;

  • (d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.

  • B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:

  • (a) Liabilities that are expected to be paid off within the normal operating cycle;

  • (b) Liabilities arising mainly from trading activities;

  • (c) Liabilities that are to be paid off within twelve months from the balance sheet date;

  • (d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

(6) Cash equivalents

Cash equivalents refer to short-term highly liquid investments that are readily convertible to

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known amount of cash and subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitment in operations are classified as cash equivalents.

  • (7) Financial assets at fair value through profit or loss

  • A. Financial assets at fair value through profit or loss are financial assets that are not measured at amortised cost or fair value through other comprehensive income.

  • B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognised and derecognised using trade date accounting.

  • C. At initial recognition, the Group measures the financial assets at fair value and recognises the transaction costs in profit or loss. The Group subsequently measures the financial assets at fair value, and recognises the gain or loss in profit or loss.

  • D. The Group recognises the dividend income when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.

(8) Financial assets at fair value through other comprehensive income

  • A. Financial assets at fair value through other comprehensive income comprise equity securities which are not held for trading, and for which the Group has made an irrevocable election at initial recognition to recognise changes in fair value in other comprehensive income.

  • B. On a regular way purchase or sale basis, financial assets at fair value through other comprehensive income are recognised and derecognised using trade date accounting.

  • C. At initial recognition, the Group measures the financial assets at fair value plus transaction costs. The Group subsequently measures the financial assets at fair value:

  • The changes in fair value of equity investments that are recognised in other comprehensive income are reclassified to retained earnings. When the equity instruments are derecognised the cumulative gain or loss previously recognised in other comprehensive income is not reclassified from equity to profit or loss. Dividends are recognised as revenue when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.

(9) Financial assets at amortised cost

The Group’s time deposits which do not fall under cash equivalents are those with a short maturity period and are measured at initial investment amount as the effect of discounting is immaterial.

(10) Accounts and notes receivable

  • A. Accounts and notes receivable entitle the Group a legal right to receive consideration in exchange for transferred goods or rendered services.

  • B. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

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(11) Impairment of financial assets

For financial assets at amortised cost including accounts receivable or contract assets that have a significant financing component, lease receivables, at each reporting date, the Group recognises the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognises the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable or contract assets that do not contain a significant financing component, the Group recognises the impairment provision for lifetime ECLs.

(12) Derecognition of financial assets

The Group derecognises a financial asset when the contractual rights to receive the cash flows from the financial asset expire.

- (13) Leasing arrangements (lessor) lease receivables/ operating leases

  • A. Based on the terms of a lease contract, a lease is classified as a finance lease if the lessee assumes substantially all the risks and rewards incidental to ownership of the leased asset.

  • (a) At commencement of the lease term, the lessor should record a finance lease in the balance sheet as ‘lease receivables’ at an amount equal to the net investment in the lease (including initial direct costs). The difference between gross lease receivable and the present value of the receivable is recognised as ‘unearned finance income of finance lease’.

  • (b) The lessor should allocate finance income over the lease term based on a systematic and rational basis reflecting a constant periodic rate of return on the lessor’s net investment in the finance lease.

  • (c) Lease payments (excluding costs for services) during the lease term are applied against the gross investment in the lease to reduce both the principal and the unearned finance income.

  • B. Lease income from an operating lease (net of any incentives given to the lessee) is recognised in profit or loss on a straight-line basis over the lease term.

  • C. If the Group recognises rental revenue based on a certain percentage of lessees’ operating revenue, then the rent is belong to a contingent rent, which should be treated as an operating lease. The revenue will be recognised based on the receivable rents during the contract period.

(14) Inventories

Inventories are stated at the lower of cost and net realizable value. Cost is determined using the weighted-average method. The item by item approach is used in applying the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses. Some subsidiaries entered into an agency contract with the original equipment manufacturer for repair

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parts. Under a range of guarantee paid by subsidiaries, repair parts will be provided by the original equipment manufacturer without consideration. Subsidiaries return those repair parts, and the original equipment manufacturer returns the guarantee if the agency contract is terminated.

  • (15) Investments accounted for using the equity method / associates

  • A. Associates are all entities over which the Group has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for using the equity method and are initially recognised at cost.

  • B. The Group’s share of its associates’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Group’s share of losses in an associate equals or exceeds the Group’s interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

  • C. When changes in an associate’s equity do not arise from profit or loss or other comprehensive income of the associate and such changes do not affect the Group’s ownership percentage of the associate, the Group recognises change in ownership interests in the associate in ‘capital surplus’ in proportion to its ownership.

  • D. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates are consistency with the policies adopted by the Group.

  • E. When the Group disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognised in other comprehensive income in relation to the associate, are reclassified to profit or loss, on the same basis as would be required if the relevant assets or liabilities were disposed of. If it retains significant influence over this associate, the amounts previously recognised in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.

  • (16) Property , plant and equipment

  • A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.

  • B. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

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  • C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.

  • D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change.

The estimated useful lives of property, plant and equipment are as follows:

Buildings and structures 40 ~ 50 years Transportation equipment 5 years Machinery and equipment 3 ~ 12 years Leased assets-Machinery and equipment 1.33 ~ 50 years Leased assets-others 1.42 ~ 15 years Other equipment 1 ~ 50 years Leasehold improvements 2 ~ 3 years

(17) Leasing arrangements (lessee) right-of-use assets/ lease liabilities

  • A. Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group. For short-term leases or leases of low-value assets, lease payments are recognised as an expense on a straight-line basis over the lease term.

  • B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are comprised of fixed payments, less any lease incentives receivable.

  • The Group subsequently measures the lease liability at amortised cost using the interest method and recognises interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognised as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.

  • C. At the commencement date, the right-of-use asset is stated at cost comprising the following:

  • (a) The amount of the initial measurement of lease liability;

  • (b) Any lease payments made at or before the commencement date; and

  • (c) Any initial direct costs incurred by the lessee.

The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the

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lease term. When the lease liability is remeasured, the amount of remeasurement is recognised as an adjustment to the right-of-use asset.

(18) Investment property

An investment property is stated initially at its cost and measured subsequently using the cost model. Except for land, investment property is depreciated on a straight-line basis over its estimated useful life of 10~55 years.

(19) Intangible assets

Goodwill arises in a business combination accounted for by applying the acquisition method.

  • (20) Impairment of non-financial assets

  • A. The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. Except for goodwill, when the circumstances or reasons for recognising impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortised historical cost would have been if the impairment had not been recognised.

  • B. The recoverable amounts of Goodwill, intangible assets with an indefinite useful life and intangible assets that have not yet been available for use an evaluated periodically. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. Impairment loss of goodwill previously recognised in profit or loss shall not be reversed in the following years.

  • C. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-generating units, or groups of cash-generating units, that is/are expected to benefit from the synergies of the business combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level.

(21) Borrowings

Borrowings comprise long-term and short-term bank borrowings.

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

(22) Notes and accounts payable

  • A. Accounts payable are liabilities for purchases of raw materials, goods or services and notes payable are those resulting from operating and non-operating activities.

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  • B. The short-term notes and accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

  • (23) Convertible bonds payable

Convertible bonds issued by the Group contain conversion options (that is, the bondholders have the right to convert the bonds into the Group’s common shares by exchanging a fixed amount of cash for a fixed number of common shares), call options and put options. The Group classifies the bonds payable upon issuance as a financial asset, a financial liability or an equity instrument in accordance with the contract terms. They are accounted for as follows:

  • A. The embedded call options and put options are recognised initially at net fair value as ‘financial assets or financial liabilities at fair value through profit or loss’. They are subsequently remeasured and stated at fair value on each balance sheet date; the gain or loss is recognised as ‘gain or loss on valuation of financial assets or financial liabilities at fair value through profit or loss’.

  • B. The host contracts of bonds are initially recognised at fair value. Any difference between the initial recognition and the redemption value is accounted for as the premium or discount on bonds payable and subsequently is amortised in profit or loss as an adjustment to ‘finance costs’ over the period of circulation using the effective interest method.

  • C. The embedded conversion options which meet the definition of an equity instrument are initially recognised in ‘capital surplus-share options’ at the residual amount of total issue price less the amount of financial assets or financial liabilities at fair value through profit or loss and bonds payable as stated above. Conversion options are not subsequently remeasured.

  • D. Any transaction costs directly attributable to the issuance are allocated to each liability or equity component in proportion to the initial carrying amount of each abovementioned item.

  • E. When bondholders exercise conversion options, the liability component of the bonds (including bonds payable and ‘financial assets or financial liabilities at fair value through profit or loss’) shall be remeasured on the conversion date. The issuance cost of converted common shares is the total book value of the abovementioned liability component and ‘capital surplus - share options’.

(24) Derecognition of financial liabilities

  • A financial liability is derecognised when the obligation specified in the contract is discharged or cancelled or expires.

(25) Offsetting financial instruments

Financial assets and liabilities are offset and reported in the net amount in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

  • (26) Provisions

Provisions (including warranties and decommissioning) are recognised when the Group has a

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present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation on the balance sheet date, which is discounted using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the obligation. When discounting is used, the increase in the provision due to passage of time is recognised as interest expense. Provisions are not recognised for future operating losses.

(27) Employee benefits

  • A. Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as expense in that period when the employees render service.

  • B. Pensions

For defined contribution plans, the contributions are recognised as pension expense when they are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of a cash refund or a reduction in the future payments.

  • C. Employees’ compensation and directors’ and supervisors’ remuneration

Employees’ compensation and directors’ and supervisors’ remuneration are recognised as expenses and liabilities, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employee compensation is distributed by shares, the Group calculates the number of shares based on the closing price at the previous day of the board meeting resolution.

- (28) Employee share based payment

  • A. For the equity-settled share-based payment arrangements, the employee services received are measured at the fair value of the equity instruments granted at the grant date, and are recognised as compensation cost over the vesting period, with a corresponding adjustment to equity. The fair value of the equity instruments granted shall reflect the impact of market vesting conditions and non-vesting conditions. Compensation cost is subject to adjustment based on the service conditions that are expected to be satisfied and the estimates of the number of equity instruments that are expected to vest under the non-market vesting conditions at each balance sheet date. Ultimately, the amount of compensation cost recognised is based on the number of equity instruments that eventually vest.

  • B. The grant date of the share-based payment arrangements is the date that subscription price and shares are determined.

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(29) Income tax

  • A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.

  • B. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.

  • C. Deferred tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. However, the deferred tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates and laws that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

  • D. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred tax assets are reassessed.

  • E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realise the asset and settle the liability simultaneously.

(30) Treasury share

Where the Company repurchases the Company’s equity share capital that has been issued, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders. Where such shares are subsequently reissued, the difference between their book value and any consideration received,

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net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company’s equity holders.

  • (31) Dividends

Dividends are recorded in the Company’s financial statements in the period in which they are resolved by the Company’s shareholders. Cash dividends are recorded as liabilities; stock dividends are recorded as stock dividends to be distributed and are reclassified to ordinary shares on the effective date of new shares issuance.

(32) Revenue recognition

  • A. Sales of goods

  • (a) The Group sells medicine and medical equipment. Sales are recognised when control of the products has transferred, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, or the Group has objective evidence that all criteria for acceptance have been satisfied.

  • (b) The Group’s obligation to provide maintenance and repair services for faulty products under the standard warranty terms is recognised as a provision.

  • (c) A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.

  • (d) Installment sales with periodic collections of consideration Revenue attributable to the sales price (excluding interest) is recognised on the date of sale. The sales price is the present value of consideration to be collected, calculated by discounting future payments receivable. Interest income is recognised when earned using the effective interest method.

  • B. Maintenance, repair, and installation service

  • (a) The Group provides maintenance, repair, and installation services for medical equipment. Revenue from providing services is recognised in the accounting period in which the services are rendered. For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided. This is determined based on the actual cost spent relative to the total expected cost. The customer pays at the time specified in the payment schedule. If the services rendered exceed the payment, a contract asset is recognised. If the payments exceed the services rendered, a contract liability is recognised.

  • (b) Certain customer contracts include equipment sale and installation services. In such contracts, the Group provides a significant service of integrating goods and services into a combined item, therefore the equipment and the installation service cannot be

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separately identified. The timing of revenue recognition is the same as that of the sale of goods.

  • (c) The Group’s estimate about revenue, costs and progress towards complete satisfaction of a performance obligation is subject to a revision whenever there is a change in circumstances. Any increase or decrease in revenue or costs due to an estimate revision is reflected in profit or loss during the period when the management becomes aware of the changes in circumstances.

  • (d) Revenue from a service contract in which the Group bills a fixed amount based on the period of service provided is recognised at the amount to which the Group has the right to invoice.

  • C. For detailed information on rental revenue, please refer to Note 4(13).

  • D. Financing components

The Group adjusts the transaction prices for the time value of money if the contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year.

  • (33) Business combinations

  • A. The Group uses the acquisition method to account for business combinations. The consideration transferred for an acquisition is measured as the fair value of the assets transferred, liabilities incurred or assumed and equity instruments issued at the acquisition date, plus the fair value of any assets and liabilities resulting from a contingent consideration arrangement. All acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. For each business combination, the Group measures at the acquisition date components of non-controlling interests in the acquiree that are present ownership interests and entitle their holders to the proportionate share of the entity’s net assets in the event of liquidation at either fair value or the present ownership instruments’ proportionate share in the recognised amounts of the acquiree’s identifiable net assets. All other non-controlling interests should be measured at the acquisition-date fair value.

  • B. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of any previous equity interest in the acquiree over the fair value of the identifiable assets acquired and the liabilities assumed is recorded as goodwill at the acquisition date. If the total of consideration transferred, non-controlling interest in the acquire recognised and the fair value of previously held equity interest in the acquiree is less than the fair value of the identifiable assets acquired and the liabilities assumed, the difference is recognised directly in profit or loss on the acquisition date.

(34) Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to

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the chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments.

5. CRITICAL ACCOUNTING JUDGMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY

The preparation of these consolidated financial statements requires management to make critical judgments in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; and the related information is addressed below:

  • (1) Critical judgments in applying the Group’s accounting policies

Except for the accounting estimates (detailed in (2) below), the management does not make any judgment that significantly affect the recognised amounts in consolidated financial statements when applying the Group’s accounting polices.

  • (2) Critical accounting estimates and assumptions

The Group makes estimates and assumptions based on the expectation of future events that are believed to be reasonable under the circumstances at the end of the reporting period. The resulting accounting estimates might be different from the actual results. The estimates and assumptions that may significantly adjust the carrying amounts of assets and liabilities within the next financial year are addressed below:

  • A. Impairment assessment of tangible assets

The Group assesses impairment based on its subjective judgment and determines the separate cash flows of a specific group of assets, useful lives of assets and the future possible income and expenses arising from the assets depending on how assets are utilised and industrial characteristics. Any changes of economic circumstances or estimates due to the change of Group strategy might cause material impairment on assets in the future.

  • B. Impairment assessment of goodwill

  • The impairment assessment of goodwill relies on the Group’s subjective judgment, including identifying cash-generating units, allocating assets and liabilities as well as goodwill to related cash-generating units, and determining the recoverable amounts of related cashgenerating units.

6. DETAILS OF SIGNIFICANT ACCOUNTS

(1) Cash and cash equivalents

Cash on hand
Checking accounts and demand deposits
Time deposits
December 31, 2020
$
1,166
1,329,356
50,000
$
1,380,522
December 31, 2019
$
1,317
1,113,477
130,441
$
1,245,235

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  • A. The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  • B. The Group classified restricted cash and cash equivalents pledged to others for the performance of contract and bank borrowings as other non-current assets. Please refer to Note 8 for details.

(2) Financial assets at fair value through profit or loss

Items December 31, 2020 December 31, 2020 December 31, 2019 December 31, 2019
Current items:
Financial assets mandatorily measured at fair
value through profit or loss
Listed stocks $ 99,427 $ 74,900
Non-hedging derivatives
(Redemption rights to the third domestic
issuance of secured convertible corporate
bonds) - 284
Valuation adjustment 6,573 ( 3,815)
$ 106,000 $ 71,369
Non-current items:
Financial assets mandatorily measured at fair
value through profit or loss
Non-hedging derivatives
(Redemption rights to the fourth domestic
issuance of secured convertible corporate
bonds) $ 1,050 $ -
Valuation adjustment ( 450) -
$ 600 $ -
For the years ended December 31, 2020 and 2019, net gain (loss) on financial assets at fair valu
through profit or loss was $37,382 and $17,403, respectively, shown as ‘other gains and losses’
Financial assets at fair value through other comprehensive income
Items December 31, 2020 December 31, 2019
Non-current items:
Listed stocks
S&S Healthcare Holding Ltd. (Note) $ 340,215 $ 340,215
Unlisted stocks
AESolution Biomedical Co., Ltd. 39,000 39,000
Huede Healthtech Co., Ltd. 2,400 2,400
Valuation adjustment ( 345,834)
(
342,934)
$ 35,781 $ 38,681

For the years ended December 31, 2020 and 2019, net gain (loss) on financial assets at fair value through profit or loss was $37,382 and $17,403, respectively, shown as ‘other gains and losses’.

(3) Financial assets at fair value through other comprehensive income

Note: Formerly named as Swissray Global Healthcare Holding Ltd. and was renamed as S&S Healthcare Holdings Ltd. as resolved by the shareholders at their meeting on June 30, 2020.

A. The Group has elected to classify equity investments that are considered to be strategic

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investments as financial assets at fair value through other comprehensive income. The fair value of such investments amounted to $35,781 and $38,681 as at December 31, 2020 and 2019, respectively.

  • B. The Group recognised ($2,900) and ($8,550) in other comprehensive loss for fair value change for the years ended December 31, 2020 and 2019, respectively.

  • (4) Financial assets at amortised cost

Items
Current items:
Time deposits with maturity over three
months
Non-current items:
Time deposits with maturity over three
months and a year
December 31, 2020
$
287,540
$
240,885
December 31, 2019
$
348,101
$
246,358
  • A. Amounts recognised in profit or loss in relation to financial assets at amortised cost are listed below:
below:
Interest income Years ended December 31,
2020
2019
$
5,306
$
6,298

2020
$
5,306
  • B. The Group’s financial assets at amortised cost are time deposits in banks. Banks that the Group transacted with all have high credit quality.

  • C. Details of the Group’s certain financial assets at amortised cost pledged to others as collateral are provided in Note 8.

- (5) Notes and accounts receivable (including long term notes and accounts receivable)

December 31, 2020 December 31, 2019
Notes receivable $ 4,407 $ 24,711
Installment notes receivable 32,898 33,740
Less: Unrealised interest revenue-installment
notes receivable ( 1,549)
(
1,882)
35,756 56,569
Less: Allowance for doubtful accounts - ( 7
$ 35,756 $ 56,562
December 31, 2020 December 31, 2019
Accounts receivable $ 376,520 $ 394,190
Installment accounts receivable 114,186 119,305
Less: Unrealised interest revenue-installment
accounts receivable ( 5,868) ( 5,927)
Lease payments receivable - 2,085
Less: Unearned finance income of finance lease - ( 107)
484,838 509,546
Less: Allowance for doubtful accounts ( 2,217)
(
1,932)
$ 482,621 $ 507,614

-174-

The Group sold equipment under installment payment and finance lease and recognised installment receivables with maturity over a year as long-term installment receivables (shown as ‘long-term notes and accounts receivable’). On the balance sheet date, the Group’s receivables arising from sales through installment payments and financial lease are as follows:

December 31, 2020 December 31, 2019
Total long-term installment notes receivable $ 29,510 $ 38,233
Less: Unrealised interest revenue - long-term
installment notes receivable ( 1,155) ( 2,265)
Total long-term installment accounts receivable 142,629 140,005
Less: Unrealised interest revenue - long-term
installment accounts receivable ( 16,160) ( 4,192)
Long-term lease payments receivable - 2,464
Less: Unearned finance income of finance lease - ( 43)
154,824 174,202
Less: Allowance for doubtful accounts - ( 162)
$ 154,824 $ 174,040

Reconciliation of the undiscounted lease payments of the equipment lease under finance lease and the net investment under the finance lease is provided as follows:

December 31, 2019
Undiscounted lease
Unearned finance
payments
income
Current
Not later than one year
$
2,085 ($
107)
Non-current
Over one year
2,464
(
43)
$ 4,549
($
150)
December 31, 2019 Net investment
in the lease
$
1,978
2,421
$
4,399

The Group has no receivables of the equipment lease under the finance lease as of December 31, 2020.

A. The ageing analysis of notes and accounts receivable is as follows:

Not past due
Up to 1 month
Up to 2 months
Up to 3 months
Up to 4 months
Up to 5 months
Up to 6 months
Over 6 months
December 31, 2020
$
655,274
9,124
4,106
5,450
44
44
188
1,188
$
675,418
December 31, 2019
$
711,744
10,780
935
120
210
1,992
-
14,536
$
740,317

The above receivables included the receivables generated from the Group’s business activities of sales and lease of medical equipment and the ageing analysis was based on past

-175-

due month.

  • B. The Group expected to recover installment notes and accounts receivable as follows:
Not later than one year
Over one year
December 31, 2020
$
139,667
154,824
$
294,491
December 31, 2019
$
145,236
171,781
$
317,017
  • C. As of December 31, 2020, December 31, 2019 and January 1, 2019, the balances of receivables (including long-term receivables) from contracts with customers amounted to $429,848, $536,430, and $463,680, respectively.

  • D. For the years ended December 31, 2020 and 2019, the interest income (shown as ‘others’ in ‘operating revenue’) for installment notes and accounts receivable (including long-term) is recognised in profit or loss of $11,304 and $10,475, respectively.

  • E. As of September 30, 2019, the Group had outstanding discounted notes receivable amounting to RMB 3,980 thousand. The Group has no payment obligation when the drawers of the notes refuse to pay for the notes at maturity. Those discounted notes receivable were deducted directly from notes receivable. The notes receivable matured and was cashed on November 30, 2019.

  • F. Information relating to credit risk of notes and accounts receivable is provided in Note 12(2).

(6) Inventories

Inventories
Merchandise inventories
Inventory in transit
Less: Collateral pledged
(
Merchandise inventories
Inventory in transit
Less: Collateral pledged
(
December 31, 2020 Book value
$ 409,837
11,989

108,134)
$ 313,692
Book value
$ 479,150
68,658

108,134)
$ 439,674

Allowance for
Cost
valuation loss
$ 464,826 ($
54,989)
11,989
-

108,134)
-
(
$ 368,681
($
54,989)
December 31, 2019

Allowance for
Cost
valuation loss
$ 546,942 ($
67,792)
68,658
-

108,134)
-
(
$ 507,466
($
67,792)
  • A. The abovementioned inventories were not secured or pledged to others.

-176-

B. The cost of inventories recognised as expense and operating costs for the year:

Years ended December 31, December 31,
2020 2019
Cost of goods sold $ 890,013 $ 1,315,856
Repair supplies 80,401 62,760
Gain on reversal of decline in market value
and obsolescence ( 8,165) ( 61)
Loss on physical inventory 2,464 -
Cost of inventories 964,713 1,378,555
Cost of rental 654,553 649,193
Cost of services 104,935 116,302
Total operating costs $ 1,724,201 $ 2,144,050

The Group reversed a previous inventory write-down which was accounted for as deduction of cost of goods sold as certain inventories which were previously provided with allowance were subsequently sold in 2020 and 2019.

(7) Prepayments

Prepayments to suppliers
Excess business tax paid
Others
December 31, 2020
$
400,681
14,028
18,891
$
433,600
December 31, 2018
$
313,752
10,149
39,109
$
363,010

(8) Investments accounted for using equity method

Associates
Neusoft-CHC office of Medical
Intelligence & Services, Shenyang
Dalian Neusoft Kangrui Jiuhe Medical
Management Co., Ltd.
CHENG-HSIN Biotechnology Co., Ltd.
December 31, 2020
Ownership
Book
%
value
-
$ -
-
-
40%
-
$-
December 31, 2019
Ownership
Book
%
value
-
$
-
40%
8,686
40%
277
$ 8,963

Ownership
%
-
-
40%

Ownership
%
-
40%
40%
  • A. The summarised financial information of the associates that are not material to the Group is as follows:
as follows:
Years ended December 31,
2020 2019
Loss for the year ($ 276) ($ 1,633)
Other comprehensive income, net of tax - 40
Total comprehensive loss for the year ($ 276)
($
1,593)
  • B. The Group sold all its equity interest in Neusoft-CHC office of Medical Intelligence & Services, Shenyang on May 1, 2019 and recognised gain on disposal of investments amounting to $145.

-177-

  • C. Dalian Neusoft Kangrui Jiuhe Medical Management Co., Ltd. has been liquidated as approved by the local regulatory authority on June 2, 2020 and the Group has received the liquidation distributions receivable.

  • D. The Group is the single largest shareholder of CHENG-HSIN Biotechnology Co., Ltd with a 40% equity interest. Given that the remaining 60% equity interest in CHENG-HSIN Biotechnology Co., Ltd is held by other few investors that are related parties of another joint venture group, which indicates that the Group has no current ability to direct the relevant activities of CHENG-HSIN Biotechnology Co., Ltd, the Group has no control, but only has significant influence, over the investee.

-178-

(9) Property, plant and equipment

Construction in Construction in
Buildings Machinery Leased assets- Leased progress and
and Transportation and machinery and assets- Leasehold Other equipment under
Land structures equipment equipment equipment others improvements equipment acceptance Total
At January 1, 2020
Cost $ 940,731 $ 580,096 $
6,949
$
127,469
$ 4,992,431 $ 903,669 $
904
$ 32,269 $
238,535
$ 7,823,053
Accumulated
depreciation and
impairment - ( 21,609) ( 5,949) ( 99,326) ( 2,422,066) ( 563,629) ( 904) ( 18,153) - ( 3,131,636)
$ 940,731 $
558,487
$
1,000
$
28,143
$ 2,570,365 $ 340,040 $
- $ 14,116 $
238,535
$ 4,691,417
2020
Opening net book amount
as at January 1 $ 940,731 $
558,487
$
1,000
$
28,143
$ 2,570,365 $ 340,040 $
- $
14,116
$
238,535
$ 4,691,417
Additions (Note 1) - 73,517 190 2,979 81,134 74,096 191 8,509 434,166 674,782
Disposals - - - ( 3,133) - (
19)
- ( 112) ( 17) ( 3,281)
Depreciation charge - ( 14,686) ( 783) ( 6,663) (
317,692)
(
69,739)
( 8) ( 3,227) - ( 412,798)
Reclassifications (Note 2)(
181,716)
( 37,297) - 4,459 1,383 10,762 - ( 875) 633,237 429,953
Net exchange differences - 1,301 3 ( 9) 560 9 - 3 71 1,938
Closing net book amount
as at December 31 $ 759,015 $
581,322
$
410
$
25,776
$ 2,335,750 $ 355,149 $
183
$
18,414
$
1,305,992
$ 5,382,011
At December 31, 2020
Cost $ 759,015 $
610,155
$
7,153
$
130,468
$ 5,076,047 $ 988,515 $
1,110
$
33,593
$
1,305,992
$ 8,912,048
Accumulated
depreciation and
impairment - ( 28,833) ( 6,743) ( 104,692) ( 2,740,297) ( 633,366) ( 927) ( 15,179) - ( 3,530,037)
$ 759,015 $
581,322
$
410
$
25,776
$ 2,335,750 $ 355,149 $
183
$
18,414
$
1,305,992
$ 5,382,011

Note 1: The acquisition of property, plant and equipment includes increase in decommissioning cost in the amount of $12,458, increase in decommissioning liabilities in the amount of $12,458 (shown as ‘non-current provisions’), the beginning and ending balances of payable on machinery and equipment in the amounts of $75,015 and $16,079, respectively, and the cash payment in the amount of $721,260.

Note 2: Reclassifications with no cash flow effect are as follows:

(a) Inventories transferred to property, plant and equipment amounted to $7,147.

(b) Property, plant and equipment transferred to inventories amounted to $2,316.

(c) Property, plant and equipment transferred to investment property amounted to $259,272.

(d) Property, plant and equipment transferred to miscellaneous purchases amounted to $84

  • (e) Other non-current assets transferred to property, plant and equipment amounted to $684,478.
Construction in Construction in
Buildings Machinery Leased assets- Leased progress and
and Transportation and machinery and assets- Leasehold Other equipment under
Land structures equipment equipment equipment others improvements equipment acceptance Total
At January 1, 2019
Cost $ 940,731 $
130,251
$
6,981
$
100,733
$ 4,947,846 $ 900,344 $
940
$
25,992
$
494,436
$ 7,548,254
Accumulated
depreciation and
impairment - ( 17,474) ( 4,784) ( 92,872) ( 2,154,983) ( 508,667) ( 940) ( 15,598) - ( 2,795,318)
$ 940,731 $
112,777
$
2,197
$
7,861
$ 2,792,863 $ 391,677 $
-
$
10,394
$
494,436
$ 4,752,936
2019
Opening net book amount
as at January 1 $ 940,731 $
112,777
$
2,197
$
7,861
$ 2,792,863 $ 391,677 $
-
$
10,394
$
494,436
$ 4,752,936
Additions (Note 1) - 188,748 - 22,076 7,792 5,069 - 5,323 117,975 346,983
Disposals - - - - (
73,899)
(
478)
- ( 42) - (
74,419)
Depreciation charge - ( 4,578) ( 1,183) ( 3,113) (
312,532)
(
66,846)
- ( 3,127) - (
391,379)
Impairment loss - - - - (
10,000)
- - - - (
10,000)
Reclassifications (Note 2) - 264,717 - 1,384 167,765 10,662 - 1,581 ( 373,873) 72,236
Net exchange differences - ( 3,177) ( 14) ( 65) ( 1,624) ( 44) - ( 13) ( 3) ( 4,940)
Closing net book amount
as at December 31 $ 940,731 $
558,487
$
1,000
$
28,143
$ 2,570,365 $ 340,040 $
-
$
14,116
$
238,535
$ 4,691,417
At December 31, 2019
Cost $ 940,731 $
580,096
$
6,949
$
127,469
$ 4,992,431 $ 903,669 $
904
$
32,269
$
238,535
$ 7,823,053
Accumulated
depreciation and
impairment - ( 21,609) ( 5,949) ( 99,326) ( 2,422,066) ( 563,629) ( 904) ( 18,153) - ( 3,131,636)
$ 940,731 $
558,487
$
1,000
$
28,143
$ 2,570,365 $ 340,040 $
-
$
14,116
$
238,535
$ 4,691,417

Note 1: The acquisition of property, plant and equipment includes the beginning and ending balances of payable on machinery and equipment in the amounts of $72,340 and $75,015, respectively, and the cash payment in the amount of $344,308. Note 2: Reclassifications with no cash flow effect are as follows:

(a) Inventories transferred to property, plant and equipment amounted to $79,654. (b) Property, plant and equipment transferred to prepayments amounted to $907. (c) Property, plant and equipment transferred to inventories amounted to $2,021. (d) Property, plant and equipment transferred to investment property amounted to $2,623.

(e) Property, plant and equipment transferred to lease payments receivable amounted to $1,867.

  • A. Amount of borrowing costs capitalised as part of property, plant and equipment and prepayments for business facilities (shown as ‘other non-current assets’) and the range of the interest rates for such capitalisation are as follows:
Amount capitalised
Range of the interest rates for capitalisation
Years ended December 31,
2020
2019
$
11,384
$
10,693
1.29%~2.61%
1.54%~1.87%

2020
$
11,384
1.29%~2.61%
  • B. The recoverable amount of the Group’s certain leased assets, machinery and equipment was lower than the carrying amount, therefore, the Group recognised impairment loss amounting to $10,000 for the year ended December 31, 2019.

  • C. Information about the property, plant and equipment that were pledged to others as collateral is provided in Note 8.

  • (10) Leasing arrangements-lessee

  • A. The Group leases various assets including land, buildings and business vehicles. Rental contracts are typically made for periods of 1 to 19 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets may not be used as security for borrowing purposes.

  • B. Short-term leases with a lease term of 12 months or less comprise business vehicles, offices and dormitories. Low-value assets comprise copy machines.

  • C. The carrying amount of right-of-use assets and the depreciation charge are as follows:

Land
Buildings
Transportation equipment (Business
vehicles)
Other equipment
Land
Buildings
Transportation equipment (Business
vehicles)
Other equipment
Book value
December 31, 2020
December 31, 2019
$
45,625
$ -
25,901
27,170
1,246
2,658
680
-
$
73,452
$
29,828
Depreciation charge
Years ended December 31,
2020
2019
$
1,001
$
-
7,476
5,380
2,093
1,840
62
-
$
10,632
$
7,220

2020
$
1,001
7,476
2,093
62
$
10,632

-181-

  • D. For the years ended December 31, 2020 and 2019, the additions to right-of-use assets were

  • $54,246 and $959, respectively.

  • E. The information on profit and loss accounts relating to lease contracts is as follows:

Items affecting profit or loss
Interest expense on lease liabilities
Expense on short-term lease contracts
Expense on leases of low-value assets
Years ended December 31,
2020
2019
$
905
$
593
3,276
7,387
179
190

2020
$
905
3,276
179
  • F. For the years ended December 31, 2020 and 2019, the Group’s total cash outflow for leases were $14,522 and $14,969, respectively.

(11) Leasing arrangements-lessor

  • A. The Group leases various assets including buildings, machinery and other equipment. Rental contracts are typically made for periods of 1 and 24 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. To protect the lessor’s ownership rights on the leased assets, leased assets may not be used as security for borrowing purposes.

  • B. The Group leases machinery and equipment and other equipment under a finance lease. Based on the terms of the lease contract, the ownership of machinery and other equipment will be transferred to lessees when the leases expire. Information on profit or loss in relation to lease contracts is as follows:

Years ended December Years ended December 31,
2020 2019
Sales profit $ 425 $ 4,289
Finance income from the net investment in
the finance lease (shown as ‘others’ in
‘operating revenue’) 1,944 2,095
The maturity analysis of the undiscounted lease payments (including related parties) in th
finance lease is as follows:
December 31, 2020 December 31, 2019
2021 $ 19,237
2020

$
28,560
2022 16,365
2021
19,738
2023 12,601
2022
15,617
2024 8,603
2023
11,670
2025 318
2024
7,266
2026 -
2025
-
2027 and onwards - 2026 and onwards -
$ 57,124 $ 82,851
  • C. The maturity analysis of the undiscounted lease payments (including related parties) in the finance lease is as follows:

  • D. Reconciliation of the undiscounted lease payments and the net investment in the finance lease is provided in Notes 6(5) and (7).

-182-

  • E. Gain arising from operating lease agreements for the years ended December 31, 2020 and 2019 are as follows:
2019 are as follows:
Rent income
Contingent rental revenue
Years ended December 31,
2020
2019
$
58,194
$
53,157
$
1,010,978
$
955,942

2020
$
58,194
$
1,010,978
  • F. The maturity analysis of the lease payments under the operating leases is as follows:
F.
The maturity analysis
of the lease payments under the operating leases is as follows: of the lease payments under the operating leases is as follows:
2021
2022
2023
2024
2025
2026
2027 and onwards
Investment property
At January 1, 2020
Cost
Accumulated depreciation
and impairment
2020
Opening net book amount
as at January 1
Additions from
accquisitions (Note 1)
Reclassifications (Note 2)
Depreciation charge
Closing net book amount
as at December 31
At December 31, 2020
Cost
Accumulated depreciation
and impairment
December 31, 2020
December 31, 2019
$
55,101
2020
$
51,428
51,422
2021
48,668
3,440
2022
48,291
1,987
2023
1,666
677
2024
1,655
297
2025
380
285
2026 and onwards
-
$
113,209
$
152,088
Buildings and
Construction
Land
structures
in progress
Total
$ 835,419
$ 525,368
$
7,671
$1,368,458

-
( 158,070)
-
( 158,070)
$ 835,419
$ 367,298
$ 7,671
$1,210,388

$ 835,419
$ 367,298
$
7,671
$1,210,388
-
10,414
-
10,414

181,716
85,227 (
7,671) 259,272
-
(
16,919)
-
( 16,919)
$1,017,135
$ 446,020
$-
$1,463,155
$1,017,135
$ 632,839
$
-
$1,649,974

-
( 186,819)
-
( 186,819)
$1,017,135
$ 446,020
$
-
$1,463,155



Land
$ 835,419
-
(
$ 835,419
$ 835,419
-
181,716
-
(
$1,017,135
$1,017,135
-
(
$1,017,135

(12) Investment property

Note 1: The acquisition of investment property includes the beginning and ending balances of payable on machinery and equipment in the amounts of $884 and $581, respectively, and the cash payment in the amount of $10,717.

-183-

Note 2: Reclassifications with no cash flow effects are as follows:

Property, plant and equipment transferred to investment property amounted to $259,272.

At January 1, 2019
Cost
Accumulated depreciation
and impairment
2019
Opening net book amount
as at January 1
Additions from
accquisitions (Note 1)
Reclassifications (Note 2)
Depreciation charge
Closing net book amount
as at December 31
At December 31, 2019
Cost
Accumulated depreciation
and impairment
Land
$ 835,419
-
(
$ 835,419
$ 835,419
-
-
-
(
$ 835,419
$ 835,419
-
(
$ 835,419
Buildings and
Construction
structures
in progress
$ 498,102
$
5,976
144,917)
-
(
$ 353,185
$ 5,976
$ 353,185
$
5,976
10,099
7,671
17,167 (
5,976)

13,153)
-
(
$ 367,298
$ 7,671
$ 525,368
$ 7,671
158,070)
-
(
$ 367,298
$
7,671
Total
$1,339,497
144,917)
$1,194,580
$1,194,580
17,770
11,191
13,153)
$1,210,388
$1,368,458
158,070)
$1,210,388

Note 1: The acquisition of investment property with cash payment in the amount of $17,770.

Note 2: Reclassifications with no cash flow effects are as follows:

  • (1) Lease payments receivable transferred to investment property amounted to $8,568.

  • (2) Property, plant and equipment transferred to investment property amounted to $2,623.

  • A. Rental income from lease of the investment property and direct operating expenses arising from investment property are shown below:

$2,623.
Rental income from lease of the investment
from investment property are shown below:
property and direct operating expenses arisin
Rental income from the lease of the
investment property
Direct operating expenses arising from the
investment property that generated rental
income during the year
Years ended December 31,
2020
2019
$
56,678
$
51,364
$
20,086
$
15,805

2020
$
56,678
$
20,086
  • B. As of December 31, 2020 and 2019, the fair value of the investment property held by the Group amounted to $1,778,735 and $1,233,008, respectively. Independent appraisers adopted comparison approach and land development analysis approach to evaluate the land, assessed the building based on cost method, and considered weights on aforementioned costs to calculate the fair value.

-184-

  • C. Information about the investment property that was pledged to others as collateral is provided in Note 8.

(13) Other non-current assets

Guarantee deposits paid
Prepayments for equipment
Restricted bank deposits
Deferred expenses
December 31, 2020
$
243,218
97,356
24,607
392
$
365,573
December 31, 2019
$
256,166
688,846
22,502
904
$
968,418

Information about the restricted bank deposits that were pledged to others as collateral is provided in Note 8.

(14) Short-term borrowings

(15) Type of borrowings
Bank borrowings
Credit borrowings
Interest rate range
Bonds payable
Bonds payable
Less: Discount on bonds payable
(
Less: Current portion or exercise of put options
(shown as ‘other current liabilities’)
December 31, 2020
$
190,234
0.78%~1.1%
December 31, 2020
$ 1,537,875

49,067)
(
1,488,808
-
(
$
1,488,808
December 31, 2019
$
471,591
1%~1.54%
December 31, 2019
$ 1,169,700

10,229)
1,159,471

1,159,471)
$
-
  • A. The terms of the third domestic secured convertible bonds issued by the Company are as follows:

  • (a) The Company issued the third domestic secured convertible bonds totalling $1,200,000 with zero coupon rate as approved by the regulatory authority. The bonds mature three years from the issue date (November 2, 2017 ~ November 2, 2020) and will be redeemed in cash at face value at the maturity date. The bonds were listed on the Taipei Exchange on November 2, 2017.

  • (b) The bondholders have the right to request TDCC through the security dealers for conversion of the bonds into common shares of the Company during the period from the date after three months of the bonds issue to the maturity date, except for the stop transfer period as specified in the terms of the bonds or the laws/regulations. The rights and obligations of the new shares converted from the bonds are the same as the issued and outstanding common shares.

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  • (c) The conversion price of the bonds is set up based on the pricing model in the terms of the bonds, and is subject to adjustments if the condition of the anti-dilution provisions occurs subsequently. The conversion price on the issue date is NT$42 (in dollars). On July 15, 2018, July 15, 2019 and July 18, 2020, the Company adjusted the conversion price per share to NT$40.6, NT$38.8 and NT$37.1 (in dollars), respectively, according to the rules described above.

  • (d) The Company may repurchase all the bonds outstanding in cash at the bonds’ face value at any time after the following events occur: (i) the closing price of the Company’s common shares is above the then conversion price by 30% for 30 consecutive trading days during the period from the date after three month of the bonds issue to 40 days before the maturity date, or (ii) the outstanding balance of the bonds is less than 10% of total initial issue amount during the period from the date after one months of the bonds issue to 40 days before the maturity date.

  • (e) Under the terms of the bonds, all bonds redeemed (including bonds repurchased from the Taipei Exchange), matured and converted are retired and not to be re-issued; all rights and obligations attached to the bonds are also extinguished.

  • (f) On August 17, 2018, the Company signed a corporate bond issuance guarantee agreement with Chinatrust Commercial Bank. Under the terms of the agreement, the Company will periodically submit a financial assurance letter to Chinatrust Commercial Bank, indicating whether the Company has achieved the required financial ratios based on the annual and semi-annual consolidated financial statements as follows:

    • a. Current ratio must be 100% or higher.

    • b. Debt ratio must equal to or less than 150%.

    • c. Interest coverage ratio must be 3 or higher.

    • d. Tangible net assets must be $4,000,000 or higher.

    • If the Company fails to meet any of the requirements stated above, Chinatrust Commercial Bank will determine whether there has been a breach of contract.

  • (g) The convertible bonds matured on November 2, 2020. Part of the bonds were converted into 15,932 thousand share of common stock, and the remaining unconverted bonds were redeemed at $607,600 by cash. The Company transferred the forfeited stock options of $15,617 to capital surplus-forfeited stock options (shown as capital surplusothers).

  • B. The terms of the fourth domestic secured convertible bonds issued by the Company are as follows:

  • (a) The Company issued the fourth domestic secured convertible bonds totalling $1,515,000 with zero coupon rate which were issued at a 101% premium of the total face value of $1,500,000 as approved by the regulatory authority. The bonds mature five years from the issue date (August 4, 2020 ~ August 4, 2025) and will be redeemed in

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cash at 102.525% of face value at the maturity date. The bonds were listed on the Taipei Exchange on August 4, 2020.

  • (b) The bondholders have the right to request TDCC through the security dealers for conversion of the bonds into common shares of the Company during the period from the date after three months of the bonds issue to the maturity date, except for the stop transfer period as specified in the terms of the bonds or the laws/regulations. The rights and obligations of the new shares converted from the bonds are the same as the issued and outstanding common shares.

  • (c) The conversion price of the bonds is set up based on the pricing model in the terms of the bonds, and is subject to adjustments if the condition of the anti-dilution provisions occurs subsequently. The conversion price on the issue date is NT$53.9 (in dollars).

  • (d) The Company may repurchase all the bonds outstanding in cash at the bonds’ face value at any time after the following events occur: (i) the closing price of the Company’s common shares is above the then conversion price by 30% for 30 consecutive trading days during the period from the date after three month of the bonds issue to 40 days before the maturity date, or (ii) the outstanding balance of the bonds is less than 10% of total initial issue amount during the period from the date after one months of the bonds issue to 40 days before the maturity date.

  • (e) Under the terms of the bonds, all bonds redeemed (including bonds repurchased from the Taipei Exchange), matured and converted are retired and not to be re-issued; all rights and obligations attached to the bonds are also extinguished.

  • (f) Regarding the fourth issuance of secured convertible bonds, the equity conversion options amounting to $25,350 were separated from the liability component and were recognised in ‘capital surplus - others’ in accordance with IAS 32 as of December 31, 2020. The call options embedded in bonds payable were separated from their host contracts and were recognised in ‘financial assets or liabilities at fair value through profit or loss’ in net amount in accordance with IFRS 9 because the economic characteristics and risks of the embedded derivatives were not closely related to those of the host contracts. As of December 31, 2020, the effective interest rate of the bonds payable after such separation was 0.7077%.

  • C. Information on assets pledged as collateral for the third domestic bonds is provided in Note 8 and there were no assets pledged as collateral for the fourth domestic bonds.

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- (16) Long term borrowings

Type of borrowings
Bank borrowings
Secured borrowings
Credit borrowings
Less: Current portion
(shown as ‘other
current liabilities’)
Interest rate range
Borrowing
period
2016.8~2035.6
2017.5~2023.11
(
December 31, 2020
$
2,482,405
56,398
2,538,803

310,911)
(
$
2,227,892
0.94%~1.8%
December 31, 2019
$
2,841,412
81,957
2,923,369

832,707)
$ 2,090,662
1.09%~1.9%

Interest rate range

  • A. In November 2018, the Company and Tomorrow Medical System Co., Ltd. signed a syndicated loan agreement in the amount of $2,440,000 with a group of lenders led by First Commercial Bank and agreed to the following terms:

  • (a) If the actual drawn amount is less than 80% of each available borrowing facility, the difference shall be imposed at a rate of 0.15% as a commitment fee at the end of the limit on borrowing facilities. The commitment fee shall be paid in full to the lead bank within 5 trading days after the end of the limit on borrowing facilities. Subsequently, the lead bank shall pay syndicated banks based on its committed ratio.

  • (b) Loan funds must be used for a specified purpose.

  • (c) The Company will periodically issue a financial assurance letter to the banks, indicating whether the Company has achieved the required financial ratios based on the annual and semi-annual consolidated financial statements as follows:

    • i. Current ratio must be 100% or higher.

    • ii. Debt ratio must equal to or less than 150%.

    • iii. Interest coverage ratio must be 3 or higher.

iv. Tangible net assets must be $4,000,000 or higher. If the Company fails to meet any of the requirements stated above, remedial measures, such as capital increase, must be taken to address the issue before the financial reporting date of the next annual or half-year consolidated financial statements. If the issue is resolved with the remedial measures, it is not considered a breach of contract. However, the Company is required to pay a fee, equal to 0.1% of the unpaid principal balance on the audit date, to the agency bank, who will distribute this fee among the syndicate lenders.

  • (d) The Company shall directly/indirectly hold a 100% equity interest in Tomorrow Medical System Co., Ltd., Hsing-Yeh Biotechnology Co., Ltd., Medlink Healthcare Limited and Chiu Ho Medical System Co., Ltd., and directly/indirectly hold at least a 66.67% equity interest in Hua Lin Instruments Co., Ltd., Tong-Lin Instruments Co., Ltd., E Century Healthcare Corporation, Chiu Ho Biotech Co., Ltd. and Chiu Ho

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Scientific Co., Ltd., and the Company has control over those companies’ operations. Above equity interests can not be pledged or transferred to the third party in any assumption or method as well as trust.

If the Company fails to meet this requirement, First Commercial Bank will determine whether there has been a breach of contract and, if necessary, call a meeting with all the syndicate lenders to discuss the matter.

  • B. In August 2018, CHC (Guangzhou) Medical Technology Co., Ltd. entered into a borrowing contract with Chinatrust Commercial Bank amounting to RMB 22 million. The Company is required to hold a 100% equity interest directly/indirectly in CHC (Guangzhou) Medical Technology Co., Ltd. until settlement of the borrowing, or the borrowing will be deemed as matured. In June 2019, CHC (Guangzhou) Medical Technology Co., Ltd. fully paid in advance the outstanding principal.

  • C. Information on assets pledged as collateral for long-term borrowings is provided in Note 8.

(17) Pensions

  • A. Effective July 1, 2005, the Company and its domestic subsidiaries have established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company and its domestic subsidiaries contribute monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment. The pension costs under the defined contribution pension plans of the Group for the years ended December 31, 2020 and 2019 were $7,689 and $6,664 respectively.

  • B. The Group’s mainland China subsidiaries have a defined contribution plan. Monthly contributions to an independent fund administered by the government in accordance with the pension regulations in the People’s Republic of China (PRC) are based on certain percentage of employees’ monthly salaries and wages. The pension plan is administered by the government. Other than the monthly contributions, the Group has no further obligations. The pension costs under the defined contribution pension plans of the Group for the years ended December 31, 2020 and 2019 were $214 and $2,105, respectively.

(18) Share-based payment

  • A. As of December 31, 2020 and 2019, the Company’s share-based payment transactions are as follows:
as follows:
Type of arrangement
Grant date
Quantity Granted
(in thousands
of shares)
Employee stock options-101
2012.8.31
3,000
Employee stock options-106
2018.4.13
2,000
Contract period
Vesting
conditions

7 years
7 years

Note
Note

Note: After two years from the grant date, employees are allowed to exercise their stock

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options according to the vesting schedule specified in the plan.

  • B. Details of the share-based payment arrangements are as follows:
2020 2020 2019 2019
No. of options Weighted-average No. of options Weighted-average
(in thousands exercise price (in thousands exercise price
Stock options of shares) (in dollars) of shares) (in dollars)
Options outstanding at
January 1 1,980 $ 31.90 2,957 $ 34.33
Options forfeited (
75)
31.03 (
38)
34.81
Options exercised ( 259) 31.75 ( 939) 35.41
Options outstanding at
December 31
1,646 30.50 1,980 31.90
Options exercisable at
December 31
225 -
  • C. For the years ended December 31, 2020 and 2019, the weighted-average stock price of stock options on exercise dates was NT$41.66 and NT$43.52 (in dollars), respectively.

  • D. The expiry date and exercise price of stock options outstanding at balance sheet date are as follows:

follows:
Issue date
approved
2018.4.13
Expiry
date
2025.4.12
December 31, 2020
Exercise price
(in dollars)
30.5
December 31, 2019
Exercise price
(in dollars)
31.9

No. of shares
(in thousands
of shares)
$
1,646

No. of shares
(in thousands
of shares)
1,980
  • E. The Black Scholes option-pricing model was used for valuation of fair value of the stock options granted. The related information is listed as follows:
Type of
arrangement
Employee
stock
options-101
Employee
stock
options-106
Grant date
2012.8.31
2018.4.13
Stock price
(in dollars)
$ 85.06
(Note 1)
$ 34.50
Exercise
price
(in dollars)
$
44.0
$
34.5
Expected
price
volatility
40.44%
(Note 2)
30.02%
Expected
option life
5.25 years
5.25 years
Expected
dividends
0%
0%
Risk-free
interest rate
fair value
1.00%
0.75%
Fair value
per unit
(in dollars)

$48.23~
$51.29
$8.46~
$10.91
  • Note 1: Estimated using the market approach with necessary adjustments, the price of the common shares of the Company that have no controlling rights and cannot be traded in the open market was NT$85.06 (in dollars) on the grant date.

  • Note 2: Expected price volatility is estimated based on the historical stock prices of comparable companies.

  • F. Expenses incurred on the Group’s share-based payment transactions are shown below:

Years ended December 31,

Equity-settled 2020
$
4,460
2019
$
5,726

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  • G. On July 18, 2020 and July 15, 2019, the exercise prices of employee stock options-106 were adjusted to NT$30.5 and NT$31.9 (in dollars), respectively, according to the rules of the employee stock option plan. The adjustment of exercise prices had no significant impact on the fair value of the aforementioned stock options.

(19) Share capital

  • A. As of December 31, 2020, the Company’s authorised capital was $2,500,000, consisting of 250 million shares of ordinary stock, and the paid-in capital was $1,570,439 with a par value of $10 (in dollars) per share. All proceeds from shares issued have been collected.

Movements in the number of the Company’s ordinary shares outstanding are as follows:

(In thousands of shares)

At January 1
Employee stock options exercised
Bonds payable converted
At December 31
2020
140,634
259
15,151
156,044
2019
138,914
939
781
140,634
  • B. Treasury shares

  • (a) Reason for share reacquisition and movements in the number of the Company’s treasury shares are as follows:

Name of company
holding the shares
Reason for
reacquisition
To be reissued to
employees
(In thousands of shares)
December 31, 2020
December 31, 2019
Number
of shares
Carrying
Amount
Number
of shares
Carrying
Amount
1,000 $
34,956 1,000 $
34,956

Number
of shares
1,000

The Company
  • (b) Pursuant to the R.O.C. Securities and Exchange Act, the number of shares bought back as treasury share should not exceed 10% of the number of the Company’s issued and outstanding shares and the amount bought back should not exceed the sum of retained earnings, paid-in capital in excess of par value and realized capital surplus.

  • (c) Pursuant to the R.O.C. Securities and Exchange Act, treasury shares should not be pledged as collateral and is not entitled to dividends before it is reissued.

  • (d) Pursuant to the R.O.C. Securities and Exchange Act, treasury shares should be reissued to the employees within three years from the reacquisition date and shares not reissued within the three-year period are to be retired. Treasury shares to enhance the Company’s credit rating and the stockholders’ equity should be retired within six months of acquisition.

(20) Capital surplus

  • A. Pursuant to Paragraph 4, Article 31 of the Business Mergers and Acquisitions Act, if a company becomes a wholly-owned subsidiary of another company through a share exchange,

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its undistributed earnings become part of the capital surplus of the acquiring company (parent company). Therefore, if the increase in the investment holding company’s capital surplus is from the undistributed earnings of the subsidiary before the share exchange, this amount can be distributed as cash dividends or capitalised. Moreover, the proportion that can be capitalised is not subject to the restrictions set forth in Article 8 of the Securities and Exchange Act Enforcement Rules. In addition, according to Tai-Cai-Rong-Yi-Zi No. 0910016280, such increase in capital surplus was not generated by the holding company’s business operations and thus will not affect the remuneration of directors and supervisors and bonuses of employees. As of December 31, 2020, capital surplus that is attributable to the undistributed earnings of Chiu Ho Medical System Co., Ltd. and other associates before share exchanges amounted to $44,390.

  • B. Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Act requires that the amount of capital surplus to be capitalised mentioned above should not exceed 10% of the paid-in capital each year. However, capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.

  • C. Please refer to Note 6(18) for information on capital surplus - employee stock options.

(21) Retained earnings

  • A. Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ operating losses and then 10% of the remaining amount shall be set aside as legal reserve unless legal reserve equals the authorised share capital. Special reserve is then appropriated or reversed in accordance with related regulations. At least 50% of the remainder, if any, and accumulated undistributed earnings from prior years is distributable under the stockholders’ resolution at their meeting as proposed by the Board of Directors.

  • B. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.

  • C. In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.

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  • D. The proposal on 2019 and 2018 earnings appropriation which were resolved at the shareholders’ meeting on June 12, 2020 and June 12, 2019, respectively, are as follows:

Years ended December 31,

Legal reserve
Special reserve
Cash dividends
2019
Dividends
Amount
per share
(in dollars)
$ 39,517
24,231
281,267
$
2.0
$ 345,015
2018
Dividends
Amount
per share
(in dollars)
$ 32,342
330,410
250,045
$
1.8
$ 612,797
Amount
$ 39,517
24,231
281,267
$ 345,015
Amount
$ 32,342
330,410
250,045
$ 612,797

The aforementioned earnings appropriations for the years ended December 31, 2019 and 2018 were in agreement with the amounts resolved by the Board of Directors during its meetings held on March 23, 2020 and March 22, 2019, respectively, and the ex-dividend dates resolved in the same meetings were July 18, 2020 and July 15, 2019, respectively. For more information on the aforementioned earnings appropriations proposed by the Board of Directors and resolved by the shareholders, please go to the Market Observation Post System website maintained by the Taiwan Stock Exchange.

  • E. The appropriations for 2020 earnings as resolved by the Board of Directors on March 19, 2021 are as follows:
2021 are as follows:
Year ended December 31, 2020
Dividends per share
Amount (in dollars)
Legal reserve $ 36,639
Reversal of special reserve ( 728)
Cash dividends 313,648 $ 2.01
$ 349,559

(22) Operating revenue

Operating revenue
Revenue from contracts with customers
Rental revenue
Others
Years ended December 31,
2020
2019
$
1,474,007
$
1,930,176
1,067,656
1,007,306
13,248
12,570
$
2,554,911
$
2,950,052

2020
$
1,474,007
1,067,656
13,248
$
2,554,911
  • A. Disaggregation of revenue from contracts with customers

The Group’s revenue is derived from the transfer of goods and services over time and at a point in time in the following major product lines:

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Year ended
December31,2020
Revenue from external
customer contracts
Timing of revenue
recognition
At a point in time
Over time
Year ended
December 31, 2019
Revenue from external
customer contracts
Timing of revenue
recognition
At a point in time
Over time
Sale of drugs
$ 159,761
$ 159,761
-
$ 159,761
Sale of drugs
$ 171,662
$ 171,662
-
$ 171,662
Sale of medical
instruments
$ 1,072,750
$ 1,072,750
-
$ 1,072,750
Sale of medical
instruments
$ 1,466,330
$ 1,466,330
-
$ 1,466,330
Repairs and
maintenance and
other services
$
241,496
$
-
241,496
$ 241,496
Repairs and
maintenance and
other services
$
292,184
$
-
292,184
$
292,184
Total
$1,474,007
$1,232,511
241,496
$1,474,007
Total
$1,930,176
$1,637,992
292,184
$1,930,176
  • B. Contract assets and liabilities

  • (a) The Group recognised contract assets and liabilities in relation to contract revenue arising from sales, maintenance and repair of medical instruments and other services as follows:

Contract assets
Contract liabilities
December 31, 2020
$ 96,548
$ 789,153
December 31, 2019
$
80,902
$
739,908
January 1, 2019
$
40,959
$
339,547
  • (b) Revenue recognised that was included in the contract liability balance at the beginning of the year
of the year
Revenue recognised that was included
in the contract liability balance at the
beginning of the year
Years ended December 31,
2020
2019
$
74,557
$
23,955

2020
$
74,557
  • C. Unfulfilled long-term repairs, maintenance and medical instrument contracts

Aggregate amount of the transaction price allocated to long-term contracts that are partially or fully unsatisfied as at December 31, 2020 and 2019, amounted to $1,206,206 and $1,374,600, respectively. Management expects that the transaction price allocated to the unsatisfied contracts as of December 31, 2020 and 2019 will be recognised as revenue from 2021 to 2024.

Except for the abovementioned contracts, all other repairs and maintenance contracts are for

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periods of one year or less or are billed based on time incurred. As permitted under IFRS 15, the transaction price allocated to these unsatisfied contracts is not disclosed.

(23) Interest income

Interest income
Years ended December 31,
2020 2019
Interest income from bank deposits $
2,118
$ 1,362
Interest income from financial assets measured
at amortised cost 5,306 6,298
Other interest income 4,625 4,036
$ 12,049 $ 11,696
Other income
Years ended December 31,
2020 2019
Rent income $ 1,516 $ 1,793
Dividend income 1,015 967
Other income 8,357 17,776
$ 10,888 $ 20,536
Other gains and losses
Years ended December 31,
2020 2019
Losses on disposal of property, plant and
equipment ($ 690) ($ 3,142)
Gains on disposal of investment - 143
Net currency exchange losses ( 17,251) ( 5,732)
Net gain on financial assets and liabilities at
fair value through profit or loss 37,382 17,403
Impairment loss on property, plant and
equipment - ( 10,000)
Impairment loss on intangible assets - ( 2,595)
Other losses ( 13,004)
(
1,310)
$ 6,437 ($ 5,233)
Finance costs
Years ended December 31,
2020 2019
Interest expense:
Bank borrowings $ 42,661 $ 50,340
Convertible bonds 13,922 12,357
Long-term contract liabilities 8,430 5,663
Lease liability 419 47
Financial expense, others 12,776 9,937
$ 78,208 $ 78,344

(24) Other income

(25) Other gains and losses

(26) Finance costs

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(27) Expenses by nature

Expenses by nature
Employee benefit expense
Wages and salaries
Employee stock options
Labor and health insurance fees
Pension costs
Other personnel expenses
Depreciation charge
Years ended December 31,
2020
2019
$
246,576
$
218,900
4,460
5,726
17,020
15,557
7,903
8,769
7,842
7,841
440,349
411,752
$
724,150
$
668,545

2020
$
246,576
4,460
17,020
7,903
7,842
440,349
$
724,150
  • A. In accordance with the Articles of Incorporation of the Company, a ratio of distributable profit of the current year (i.e. profit before tax less profit margin before the appropriation of employees’ compensation and directors’ remuneration), after covering accumulated losses, shall be distributed as employees’ compensation and directors’ remuneration. The ratio shall not be lower than 0.05% for employees’ compensation and shall not be higher than 5% for directors’ and supervisors’ remuneration.

The aforementioned employees’ compensation and directors’ remuneration requires the approval from the majority of the directors attending a board meeting, with more than two thirds of all directors in attendance, and must be reported to the shareholders.

Employees’ compensation is distributed in the form of shares or cash, and the recipients may include employees of affiliates who meet certain conditions. The distribution plan is set by the Chairman.

  • B. For the years ended December 31, 2020 and 2019, employees’ compensation was accrued at $200 and $195, respectively; directors’ remuneration was both accrued at $5,600. The aforementioned amounts were recognised in salary expenses.

  • Employees’ compensation of $195 and directors’ remuneration of $5,600 for 2019 as resolved by the Board of Directors were in agreement with those amounts recognised in the 2019 financial statements.

Information about employees’ compensation and directors’ remuneration of the Company as resolved at the meeting of Board of Directors and approved by shareholders at their meeting will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

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(28) Income tax

A. Income tax expense

  • (a) Components of income tax expense:
ax
me tax expense
Components of income tax expense:
Years ended December 31,
2020 2019
Current tax:
Current tax on profits for the year $ 102,017 $ 103,716
Tax on undistributed surplus earnings 2,508 -
Prior year income tax under (over)
estimation 36 ( 823)
Total current tax 104,561 102,893
Deferred tax
Origination and reversal of temporary
differences ( 3,477)
(
16,731)
Income tax expense $ 101,084 $ 86,162
Reconciliation between income tax expense and accounting profit:
Years ended December 31,
2020 2019
Income tax calculated based on profit
before tax and statutory tax rate $ 185,097 $ 193,929
Expenses disallowed by tax regulation 2,233 7,437
Tax exempt income by tax regulation ( 90,439) ( 96,210)
Temporary differences not recognised
as deferred tax assets - 2,000
Taxable loss not recognised as deferred
tax assets 577 277
Change in assessment of realisation of
deferred tax assets 1,072 ( 20,448)
Prior year income tax under (over)
estimation 36 ( 823)
Tax on undistributed surplus earnings 2,508 -
Income tax expense $ 101,084 $ 86,162

(b) Reconciliation between income tax expense and accounting profit:

(c) The income tax (charge)/credit relating to components of other comprehensive income is as follows:

is as follows:
Currency translation differences Years ended December 31,
2020
2019
$
13
($
8)

2020
$
13
(

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  • B. Amounts of deferred tax assets or liabilities as a result of temporary differences and tax losses are as follows:
losses are as follows:
2020
Recognised
Recognised in other
in profit comprehensive
January 1 or loss income December 31
Temporary differences
- Deferred tax assets:
Unrealised allowance for
inventory obsolescence $
11,691
($
1,276)
$
-
$
10,415
Unrealised exchange loss 2,403 1,960 - 4,363
Warranty obligations 3,760 645 - 4,405
Long-term contract liabilities
interest expense 3,772 1,686 - 5,458
Others 1,167 2,133 5 3,305
Income tax losses 61,958 ( 1,521) - 60,437
84,751 3,627 5 88,383
Temporary differences
- Deferred tax liabilities:
Land revaluation increment tax ( 39,395) - - ( 39,395)
Others ( 766) ( 150) 8 ( 908)
( 40,161) ( 150) 8 ( 40,303)
$
44,590
$
3,477
$
13
$
48,080
2019
Recognised
Recognised in other
in profit comprehensive
January 1 or loss income December 31
Temporary differences
- Deferred tax assets:
Unrealised allowance for
inventory obsolescence $
10,327
$
1,364
$
-
$
11,691
Unrealised exchange loss 47 2,356 - 2,403
Warranty obligations 2,137 1,623 - 3,760
Long-term contract liabilities
interest expense 2,639 1,133 - 3,772
Others 2,835 ( 1,668) - 1,167
Income tax losses 50,313 11,645 - 61,958
68,298 16,453 - 84,751
Temporary differences
- Deferred tax liabilities:
Land revaluation increment tax ( 39,395) - - ( 39,395)
Others ( 1,036) 278 ( 8) ( 766)
( 40,431) 278 ( 8) ( 40,161)
$
27,867
$
16,731
($
8)
$ 44,590

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  • C. Expiration dates of unused tax losses and amounts of unrecognised deferred tax assets are as follows:
as follows:
December 31, 2020 Expiry year
2022
2023
2024
2025
2026
2027
2028
2029
2030
Expiry year
2022
2023
2024
2025
2026
2027
2028
2029
Year incurred
2012
2013
2014
2015
2016
2017
2018
2019
2020

Amount filed/assessed
Unused amount
$
5,451 $
-
17,125
-
4,626
347
9,659
2,798
10,904
3,359
15,829
888
311,803 302,185
3,310
2,576
2,883
2,883
$
381,590
$ 315,036
December 31, 2019
Unrecognised
deferred tax assets
$
-

-

347

2,798

3,359

888

-

2,576
2,883
$
12,851
Year incurred
2012
2013
2014
2015
2016
2017
2018
2019

Amount filed/assessed
$
5,451
17,125
4,626
9,659
10,904
15,829
311,803
1,385
$
376,782

Unused amount
$
-
-
347
2,798
3,359
888
310,087
1,385
$ 318,864
Unrecognised
deferred tax assets
$
-

-

347

2,798

3,359

888

296
1,385
$
9,073
  • D. The amounts of deductible temporary differences that were not recognised as deferred tax assets are as follows:
Deductible temporary differences December 31, 2020
$
94,923
December 31, 2019
$
92,286
  • E. Income tax assessment of the Company and its domestic subsidiaries is as follows:
SenCare Healthcare Company, Hsing-Yeh Biotechnology Co.,
Ltd. and Chiu Ho Biotech Co., Ltd.
The Company, Chiu Ho Medical System Co., Ltd., Chiu Ho
Scientific Co., Ltd., Tomorrow Medical System Co., Ltd., Tong-
Lin Instruments Co., Ltd., Hua Lin Instruments Co., Ltd., E
Century Healthcare Corporation, Medlink Healthcare Limited
and Shin-Ho Instruments Co., Ltd.
Hsin Lin Biotech Co., Ltd.
Recent assessment
Through 2019
Through 2018
Through 2017

-199-

(29) Earnings per share

Earnings per share
Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent
Assumed conversion of all
dilutive potential ordinary
shares
Employee stock options
Employees’ compensation
Convertible bonds
Profit attributable to ordinary
shareholders of the parent plus
assumed conversion of all
dilutive potential ordinary
shares
Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent
Assumed conversion of all
dilutive potential ordinary
shares
Employee stock options
Employees’ compensation
Convertible bonds
Profit attributable to ordinary
shareholders of the parent plus
assumed conversion of all
dilutive potential ordinary
shares
Year ended December 31, 2020
Weighted average
number of ordinary
shares outstanding
Earnings
per share
(shares in thousands)
(in dollars)
144,957
$
2.53
144,957
355
7
56,097
201,416
$
1.95
ended December 31, 2019
Weighted average
number of ordinary
shares outstanding
Earnings
per share
(shares in thousands)
(in dollars)
139,707
$
2.83
139,707
401
6
29,769
169,883
$
2.46

Amount
after tax
$ 366,389
$ 366,389
-
-
27,188
$ 393,577
Year

Amount
after tax
$ 395,172
$ 395,172
-
-
22,728
$ 417,900

Weighted average
number of ordinary
shares outstanding
(shares in thousands)
139,707
139,707
401
6
29,769
169,883

-200-

Because employees’ compensation may be distributed in the form of shares, the calculation of diluted earnings per share assumes that employees’ compensation would be distributed entirely in shares. These dilutive potential common shares are included in the weighted average number of outstanding shares when calculating diluted earnings per share. When calculating basic earnings per share, shares issued as part of employees’ compensation are included in the weighted average number of outstanding shares only if the number of such shares have been confirmed and resolved by the Board of Directors. Shares issued as part of employees’ compensation are not considered bonus shares, therefore no retrospective adjustment is applied when calculating basic and diluted earnings per share.

- (30) Intangible assets goodwill

  • A. Goodwill is allocated as follows to the Group’s cash-generating units:
Hsing-Yeh Biotechnology Co., Ltd.
Others
December 31, 2020
$
150,617
8,534
$
159,151
December 31, 2019
$
150,617
8,534
$
159,151
  • B. Goodwill is allocated to the Group’s cash-generating units. The recoverable amount of all cash-generating units has been determined based on value-in-use calculations and fair value, net of disposed cost. These calculations use pre-tax cash flow projections based on financial budgets approved by the management covering a five-year period, and the details of evaluation on fair value are provided in Note 6(12).

  • C. As the profit arising from certain cash-generating units was lower than management’s forecast, management has assessed that the recoverable amount of cash-generating units was lower than the carrying amount. Accordingly, the Group recognised impairment loss on goodwill amounting to $2,595 in 2019.

  • D. Management determined budgeted gross margin based on past performance and their expectations of market development. The weighted average growth rates used are consistent with the projection included in industry reports. The discount rates used are pre-tax and reflect specific risks relating to the relevant operating segments. As of December 31, 2020 and 2019, the pre-tax discount rate applied on the Group’s major assessments is 5.76%~8.19% and 5.48%~8.47%, respectively.

(31) Supplemental cash flow information

Information on investing activities with partial cash payments is provided in Notes 6(9) and (12).

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(32) Changes in liabilities from financing activities

Short-term
borrowings
January 1, 2020
$ 471,591
Changes in cash flow
from financing
activities
( 281,357)
Impact of changes in
foreign exchange rate
-
Changes in other non-
cash items
-
(
December 31, 2020
$ 190,234
Short-term
borrowings
January 1, 2019
$ 686,932
Changes in cash flow
from financing
activities
(
215,396)
Impact of changes in
foreign exchange rate
55
Changes in other non-
cash items
-
December 31, 2019
$ 471,591
Bonds
Long-term
Lease
Guarantee
deposits
Total liabilities
from financing
payable
borrowings
liability
received
activities
$1,159,471
$ 2,923,369
$ 30,234
$
23,585 $ 4,608,250
901,126 (
384,566) (
10,162) (
3,330)
221,771
-
-
39
36
75
571,789)
-
54,219
-
(
517,570)
$1,488,808
$ 2,538,803
$ 74,330
$
20,291
$ 4,312,466
Bonds
Long-term
Lease
Guarantee
deposits
Total liabilities
from financing
payable
borrowings
liability
received
activities
$1,159,471
$ 2,995,204
$ 36,089
$
19,535 $ 4,897,231
- (
68,601) (
6,799)
4,143 (
286,653)
- (
3,234)
- (
93) (
3,272)
-
-
944
-
944
$1,159,471
$ 2,923,369
$ 30,234
$
23,585
$ 4,608,250

7. RELATED PARTY TRANSACTIONS

(1) Parent and ultimate controlling party

The Company’s stocks are held by the public, so it has neither an ultimate parent company nor ultimate controlling party.

(2) Names of related parties and relationship

Names of related parties

Yeezen General Hospital

High-END VISION EYE CENTER

Swissray Medical AG SWISSRAY ASIA HEAVTHCARE COMPANY LIMITED

AESolution Biomedical Co., Ltd.

J. Ab Beauty Co., Ltd.

CHENG-HSIN Biotechnology Co., Ltd.

Relationship with the Group

Substantive related party Substantive related party Substantive related party

Substantive related party Substantive related party Substantive related party Associate

-202-

(3) Significant transactions and balances with related parties

A. Operating revenue

(a) Sales revenue

nt transactions and balances with related
ating revenue
Sales revenue
parties
Sales of goods:
Yeezen General Hospital
Substantive related party
Associate
Years ended December 31,
2020
2019
$
165,661
$
179,727
1,340
1,169
914
763
$
167,915
$
181,659

2020
$
165,661
1,340
914
$
167,915

In terms of the transactions between the subsidiary, Chiu Ho Scientific Co., Ltd., and the abovementioned related parties, goods are sold based on the price lists in force and terms that would be available to third parties. Hsing-Yeh Biotechnology Co., Ltd. and the abovementioned related parties have no other similar transactions that can be used for comparison. The collection period is approximately six months.

(b) Rental revenue

Rental revenue
Rental revenue:
Substantive related party
Years ended December 31,
2020
2019
$
88,851
$
85,398

2020
$
88,851
  • i. The subsidiaries, Hsing-Yeh Biotechnology Co., Ltd. and Chiu Ho Medical System Co., Ltd. leases property to the abovementioned related parties. The lease terms are from 2019 to 2023. Lease payments are determined by negotiations between the two parties and are made monthly.

  • ii. The subsidiaries, Chiu Ho Scientific Co., Ltd. and E Century Healthcare Corporation, lease medical equipment to the abovementioned related parties. The lease terms are from 2016 to 2031. The monthly lease payment is set as a predetermined percentage of the monthly revenue of the related party. The collection period is between 2 and 6 months.

B. Purchases

Purchases
Purchases of goods:
Substantive related party
Years ended December 31,
2020
2019
$
1,296
$
1,065

2020
$
1,296

The subsidiaries, Chiu Ho Medical System Co., Ltd., Chiu Ho Scientific Co., Ltd., and Chiu Ho (CHINA) Medical Technology Co., Ltd., and the abovementioned related parties have no other similar transactions that can be used for comparison. The collection period is approximately three months.

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C. Notes and accounts receivable

  • (a) Receivables from related parties:
(a) Receivables from related parties:
December 31, 2020 December 31, 2019
Yeezen General Hospital $ 204,154 $ 212,608
Substantive related party 6,362 6,563
210,516 219,171
Less: Allowance for doubtful accounts( 46) ( 17)
$ 210,470 $ 219,154
(b) The ageing analysis of accounts receivable due from related parties is as follows:
December 31, 2020 December 31, 2019
Not past due $ 140,310 $ 123,932
Past due
Up to 1 month 9,870 16,823
Up to 2 months 12,334 21,235
Up to 3 months 13,394 22,927
Up to 4 months 18,078 7,557
Up to 5 months 16,530 26,697
Up to 6 months - -
Over 6 months - -
$ 210,516 $ 219,171

The above receivables included the receivables generated from the Group’s business activities of sales and lease of medical equipment and the ageing analysis was based on past due month.

  • (c) As of December 31, 2020, December 31, 2019 and January 1, 2019, the balances of receivables due from related parties from contracts with customers amounted to $182,080, $197,777, and $196,375, respectively.

  • (d) Lease payments receivable (shown as ‘accounts receivable - related parties’ and longterm notes and accounts receivable - related parties)

The subsidiaries, Hsing-Yeh Biotechnology Co., Ltd., Chiu Ho Scientific Co., Ltd., and E Century Healthcare Corporation, lease machinery and other equipment to Yeezen General Hospital under a finance lease. The lease terms are from 2015 to 2025. Based on the terms of the lease contract, the ownership of the equipment shall be transferred to the lessee when the lease expires. In addition, Hsing-Yeh Biotechnology Co., Ltd. leases renovation project assets to CHENG-HSIN Biotechnology Co., Ltd under a finance lease. The lease term is from 2017 to 2024 which is for the major part of economic life of the underlying asset. The lease payments from the aforementioned agreements are expected to be collected on schedule.

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As of December 31, 2020 and 2019, reconciliation of the undiscounted lease payments and the net investment in the finance lease is provided as follows:

D. December 31, 2020
Undiscounted
lease
Unearned
finance
Net
investment
payments
income
in the lease
Current
Yeezen General Hospital
$ 10,374 ($
624) $ 9,750
CHENG-HSIN Biotechnology
Co., Ltd.
8,939 (
710)
8,229
Loss allowance
(
1)
-
(
1)
$ 19,312
($
1,334)
$ 17,978
Non-current
Yeezen General Hospital
$ 13,227 ($
546) $ 12,681
CHENG-HSIN Biotechnology
Co., Ltd.
24,583 (
857)
23,726
Loss allowance
(
1)
-
(
1)
$ 37,809
($
1,403)
$ 36,406
December 31, 2019
Undiscounted
lease
Unearned
finance
Net
investment
payments
income
in the lease
Current
Yeezen General Hospital
$ 17,536 ($
856) $ 16,680
CHENG-HSIN Biotechnology
Co., Ltd.
8,939 (
914)
8,025
Loss allowance
(
1)
-
(
1)
$ 26,474
($
1,770)
$ 24,704
Non-current
Yeezen General Hospital
$ 18,304 ($
893) $ 17,411
CHENG-HSIN Biotechnology
Co., Ltd.
33,523 (
1,568)
31,955
Loss allowance
(
2)
-
(
2)
$ 51,825
($
2,461)
$ 49,364
(e) Information relating to credit risk is provided in Note 12(2).
Other receivables due from related parties
(a) Loans to related parties
December 31, 2020
December 31, 2019
Yeezen General Hospital
$
169,000
$
174,000
High-END VISION EYE CENTER
4,500
4,500
$
173,500
$
178,500

-205-

Interest income

Interest income
Yeezen General Hospital
High-END VISION EYE CENTER
Years ended December 31,
2020
2019
$
4,513
$
3,920
111
115
$
4,624
$
4,035

2020
$
4,513
111
$
4,624

For the years ended December 31, 2019 and 2018, the loans carried an interest rate of 2.5% per annum.

  • (b) Proceeds from liquidation of investee transferred to other receivables
December 31, 2020
J. Ab Beauty Co., Ltd.
$
369
Prepayments-related parties (shown as‘Prepayments’)
December 31, 2020
Swissray Medical AG
$
121
December 31, 2019
$
369
December 31, 2019
$-

Swissray Medical AG
  • E. Prepayments - related parties (shown as ‘Prepayments’)

The subsidiary, Chiu Ho Medical System Co., Ltd., and the abovementioned related party have no other similar transactions that can be used for comparison.

F. Accounts payable - related parties

Swissray Medical AG December 31, 2020
$-
December 31, 2019
$
136

The payables to related parties arise mainly from purchases which are due within three months. The payables bear no interest.

G. Refund liabilities (shown as ‘other current liabilities’)

Yeezen General Hospital December 31, 2020
$
12,571
December 31, 2019
$
14,686

Sales discounts are granted based on mutual agreement, and no other similar transaction can be compared with.

(4) Key management compensation

Key management compensation
Salaries and other short-term employee benefits
Post-employment benefits
Share-based payments
Years ended December 31,
2020
2019
$
41,123
$
32,001
324
216
466
607
$
41,913
$
32,824

2020
$
41,123
324
466
$
41,913

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8. PLEDGED ASSETS

The Group’s assets pledged as collateral are as follows:

PLEDGED ASSETS
The Group’s assets pledged as collateral are as follows:
Book value
Assets
December 31, 2020
December 31, 2019
Financial assets at amortised
cost-current
-Time deposits
$
-
$
50,098
Financial assets at amortised
cost - non-current
-Time deposits
240,885
246,358
Other non-current assets
-Restricted bank deposits
24,607
21,916
Property, plant and equipment
(including investment property)
-Land
1,641,376
1,664,226
-Buildings and structures
819,954
373,906
-Leased assets - machinery
and equipment
575,901
469,970
3,037,231
2,508,102
$
3,302,723
$
2,826,474
Purpose

Performance guarantee
Performance and customs
duty guarantee related to
operations
Collateral for long-term
borrowings
Collateral for long-term
borrowings
Collateral for long-term
borrowings
Collateral for long-term
borrowings

9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT COMMITMENTS

(1) Contingencies

None.

(2) Commitments

  • A. Please refer to Notes 6(15) and 6(16) for commitments related to the third domestic issuances of secured convertible corporate bonds and the syndicated bank loan.

  • B. As of December 31, 2020 and 2019, capital expenditures on property, plant and equipment and inventories contracted for but not yet incurred was $992,444 and $1,197,559, respectively.

  • C. As of December 31, 2020 and 2019, amounts available under unused letters of credit were $319,059 and $178,794, respectively.

10. SIGNIFICANT DISASTER LOSS

None.

11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE

The Company’s subsidiary, Chiu Ho Scientific Co., Ltd., plans to sell the land and the buildings located on the land which were recognised under investment property and transfer the ownership as resolved

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by the Board of Directors on January 25, 2021. The total amount of disposal is expected to be not lower than $56,500.

12. OTHERS

(1) Capital management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

(2) Financial instruments

A. Financial instruments by category

Financial assets
Financial assets at fair value through profit
or loss
Financial assets mandatorily measured at
fair value through profit or loss
Financial assets at fair value through other
comprehensive income
Designation of equity instrument
Financial assets at amortised cost
Cash and cash equivalents
Financial assets at amortised cost
Notes receivable
Accounts receivable (including related
parties)
Other receivables (including related
parties)
Other financial assets (shown as ‘other
non-current assets’)
Long-term notes and accounts receivable
(including related parties)
Guarantee deposits paid
December 31, 2020
$
106,600
$
35,781
$ 1,380,522
528,425
35,756
711,069
175,022
24,607
191,230
243,218
$
3,289,849
December 31, 2019
$
71,369
$
38,681
$ 1,245,235
594,459
56,562
751,472
180,017
22,502
223,404
256,166
$ 3,329,817

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Financial liabilities
Financial liabilities at amortised cost
Short-term borrowings
Notes payable
Accounts payable (including related
parties)
Other payables
Bonds payable (including current
portion)
Long-term borrowings (including current
portion)
Guarantee deposits received
Lease liability
December 31, 2020
$
190,234
2,417
152,900
101,262
1,488,808
2,538,803
20,291
$
4,494,715
$
74,330
December 31, 2019
$
471,591
3,495
219,949
168,781
1,159,471
2,923,369
23,585
$
4,970,241
$
30,234
  • B. Financial risk management policies

  • (a) The Group’s operating activities expose it to a variety of financial risks, including market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial position and financial performance.

  • (b) Risk management is carried out by a central treasury department (Group treasury) under policies approved by the Board of Directors. Group treasury identifies, evaluates and hedges financial risks in close cooperation with the Group’s operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as credit risk.

  • C. Significant financial risks and degrees of financial risks

  • (a) Market risk

Foreign exchange risk

  • i. The Group conducts business worldwide and imports state-of-the-art medical equipment and supplies from various countries and is therefore exposed to foreign exchange rate risk from multiple foreign currencies, primarily the US dollar. Foreign exchange rate risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations.

  • ii. Under the Group’s financial risk management policy, foreign exchange risk is managed using debt denominated in the relevant foreign currency.

  • iii. The Group’s businesses involve some non-functional currency operations (the Company’s and certain subsidiaries’ functional currency: NTD; other certain subsidiaries’ functional currency: RMB, HKD or IDR). The information on assets and liabilities denominated in foreign currencies whose values would be materially

-209-

affected by the exchange rate fluctuations is as follows:

(Foreign currency:
functional currency)
Financial assets
Monetary items
USD:NTD
HKD:NTD
USD:RMB
USD:HKD
IDR:NTD
Financial liabilities
Monetary items
USD:NTD
EUR:NTD
SGD:NTD
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD:NTD
USD:RMB
USD:HKD
IDR:NTD
Financial liabilities
Monetary items
USD:NTD
EUR:NTD
SGD:NTD
December 31, 2020
Foreign
currency
amount
Exchange
Book value
(in thousands)
rate
(NTD)
$
8,498 28.48 $ 242,023
27,091
3.67 99,424
159
6.51
4,528
1,306
7.75
37,195
1,194,816 0.00203
2,425
548
28.48
15,607
735
35.02
25,740
1,675
21.56
36,113
December 31, 2019
Foreign
currency
amount
Exchange
Book value
(in thousands)
rate
(NTD)
$
8,902 29.98 $ 266,882
148
6.96
4,437
1,306
7.79
39,154
1,013,712 0.00218
2,210
2,790
29.98
83,644
879
33.59
29,526
351
22.28
7,820
December 31, 2020
Foreign
currency
amount
Exchange
Book value
(in thousands)
rate
(NTD)
$
8,498 28.48 $ 242,023
27,091
3.67 99,424
159
6.51
4,528
1,306
7.75
37,195
1,194,816 0.00203
2,425
548
28.48
15,607
735
35.02
25,740
1,675
21.56
36,113
December 31, 2019
Foreign
currency
amount
Exchange
Book value
(in thousands)
rate
(NTD)
$
8,902 29.98 $ 266,882
148
6.96
4,437
1,306
7.79
39,154
1,013,712 0.00218
2,210
2,790
29.98
83,644
879
33.59
29,526
351
22.28
7,820
Year ended December 31, 2020
Sensitivity analysis
Effect on
Extent of
profit
variation
or loss
1%
$
2,420
1%
994
1%
45
1%
372
1%
24
1%
156
1%
257
1%
361
Year ended December 31, 2019
Sensitivity analysis
Effect on
Extent of
profit
variation
or loss
1%
$
2,669
1%
44
1%
392
1%
22
1%
836
1%
295
1%
78

Foreign
currency
amount
(in thousands)
$
8,902
148
1,306
1,013,712
2,790
879
351

Exchange
rate
29.98
6.96
7.79
0.00218
29.98
33.59
22.28

Extent of
variation
1%
1%
1%
1%
1%
1%
1%



  • iv. The total exchange loss, including realised and unrealised arising from significant foreign exchange variation on the monetary items held by the Group for the years ended December 31, 2020 and 2019, amounted to ($17,251) and ($5,732), respectively

Price risk

  • i. The Group is exposed to equity price risk from its investments classified on the consolidated balance sheet either as financial assets measured at fair value through profit or loss and financial assets measured at fair value through other

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comprehensive income. The Group is not exposed to commodity price risk. To manage its price risk arising from investments in equity securities, the Group has set stop-loss points and therefore does not expect to incur significant losses from equity price risk.

  • ii. The Group’s investments in equity securities comprise domestic and foreign listed and unlisted stocks. The prices of equity securities would change due to the change of the future value of investee companies. If the prices of these equity securities had increased/decreased by 10% with all other variables held constant, post-tax profit for the years ended December 31, 2020 and 2019 would have increased/decreased by $10,600 and $7,137, respectively, as a result of gains/losses on equity securities classified as at fair value through profit or loss. Other components of equity would have increased/decreased by $3,578 and $3,868, respectively, as a result of other comprehensive income classified as equity investment at fair value through other comprehensive income.

Cash flow and fair value interest rate risk

  • i. The Group’s interest rate risk arises from long-term borrowings. Long-term borrowings issued at variable rates expose the Group to cash flow interest rate risk, which is partially offset by cash and cash equivalents held at variable rates. The Group’s borrowings at variable rates are primarily denominated in NTD and USD.

  • ii. If the borrowing interest rate had increased/decreased by 1% with all other variables held constant, profit, net of tax for the years ended December 31, 2020 and 2019 would have decreased/increased by $25,388 and $29,234, respectively. The main factor is that changes in interest expense result from floating rate borrowings.

  • (b) Credit risk

  • i. Credit risk refers to the risk of financial loss to the Group arising from default by the clients or financial instruments on the contract obligations. The main factor is the counterparties could not repay in full the accounts receivable based on the agreed terms, and the contract cash flows of debt instruments stated at amortised cost. According to the Group’s credit policy, each local entity in the Group is responsible for managing and assessing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the credit control supervisor. The utilisation of credit limits is regularly monitored.

  • ii. If the contract payments were past due over one month based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition; the default occurs when the contract payments are past due over three months and up to two years.

-211-

  • iii. The following indicators are used to determine whether the credit impairment of debt instruments has occurred:

  • (i) It becomes probable that the issuer will enter bankruptcy or other financial reorganization due to their financial difficulties;

  • (ii) The disappearance of an active market for that financial asset because of financial difficulties;

  • (iii) Default or delinquency in interest or principal repayments;

  • (iv) Adverse changes in national or regional economic conditions that are expected to cause a default.

  • iv. The Group classifies customer’s accounts receivable and contract assets in accordance with customer types. The Group applies the modified approach using the provision matrix to estimate expected credit loss.

  • v. The Group wrote-off the financial assets, which cannot be reasonably expected to be recovered, after initiating recourse procedures. However, the Group will continue executing the recourse procedures to secure their rights.

  • vi. The Group took into consideration the forecastability to adjust historical and timely information to assess the default possibility of notes and accounts receivable (including long-term and related parties) and contract assets. On December 31, 2020 and 2019, the provision matrix is as follows:

December 31, 2020
Not past due
Up to 1 month
Up to 2 months
Up to 3 months
Up to 4 months
Up to 5 months
Up to 6 months
Over 6 months
December 31, 2019
Not past due
Up to 1 month
Up to 2 months
Up to 3 months
Up to 4 months
Up to 5 months
Up to 6 months
Over 6 months (Note)
Expected loss rate
0.00%~1%
0.00%~3.70%
0.00%~6.72%
0.00%~37.84%
0.00%~100%
0.00%~100%
0.00%~100%
30%~100%
Expected loss rate
0.00%~1%
0.00%~3.70%
0.00%~6.72%
0.00%~12.22%
0.00%~100%
0.00%~100%
0.00%~100%

30%~100%
Total book value
$
946,544
18,994
16,440
18,844
18,122
16,574
188
1,188
$
1,036,894
Total book value
$
990,551
27,629
22,196
23,073
7,793
28,714
-
14,536
$ 1,114,492
Loss allowance
$
229
135
13
1,161
-
-
157
596
$
2,291
Loss allowance
$
509
114
1
-
2
763
-
763
$
2,152

Note: As of December 31, 2019, accounts past due over 6 months amounting to $13,773 were collected after the balance sheet date, therefore, the Group

-212-

reversed the written-off accounts and loss allowance.

  • vii. Movements in relation to the Group applying the simplified approach to provide loss allowance for accounts receivable, contract assets, notes receivable, long-term and short-term lease payments receivable are as follows:
2020
Accounts Lease payments
receivable Contract assets Notes receivable receivable
(including (including (including (including
related parties) related parties) related parties) related parties)
At January 1 $
2,111
$
31 $
7 $
3
Provision for
impairment 1,099 - - -
Reversal of
impairment ( 196) ( 5) ( 7) ( 1)
Write-offs ( 759) - - -
Effect of foreign
exchange 8 - - -
At December 31 $
2,263
$
26 $
- $
2
2019
Accounts Lease payments
receivable Contract assets Notes receivable receivable
(including (including (including (including
related parties) related parties) related parties) related parties)
At January 1 $
21,222
$
28 $
- $
4
Provision for
impairment 72 3 7 -
Reversal of
impairment ( 19,149) - - ( 1)
Effect of foreign
exchange ( 34) - - -
At December 31 $
2,111
$
31 $
7 $
3

(c) Liquidity risk

  • i. Cash flow forecasting is performed in the operating entities of the Group and aggregated by Group treasury. Group treasury monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs. Such forecasting takes into consideration the Group’s debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets.

  • ii. The table below analyses the Group’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the expected or contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

-213-

Non-derivative financial liabilities:

Non-derivative financial liabilities:
Less than
December 31, 2020
1 year
Short-term borrowings
$ 191,159
Notes payable
2,417
Accounts payable
152,900
Other payables
101,262
Lease liability
12,612
Bonds payable and
embedded derivative
instruments (including
current portion)
-
Long-term borrowings
(including current
portion)
352,138
Non-derivative financial liabilities:
Less than
December 31, 2019
1 year
Short-term borrowings
$ 474,369
Notes payable and long-
term notes payable
(shown as ‘other non-
current liabilities’)
3,495
Accounts payable
(including related
parties)
219,949
Other payables
167,030
Lease liability
8,829
Bonds payable and
embedded derivative
instruments
1,169,700
Long-term borrowings
(including current
portion)
874,656
Between 1
and 2 years
$
-
-
-
-
9,854
-
332,153
Between 1
and 2 years
$
-
335
-
-
6,275
-
312,632
Between 2
and 5 years
$
-
-
-
-
21,297
1,537,875
1,907,866
Between 2
and 5 years
$
-
-
-
-
16,499
-
1,868,345
Over
5 years
$ -
-
-
-
40,475
-
60,335
Over
5 years
$
-

-

-

-
1,364

-

-
December 31, 2019
Short-term borrowings
Notes payable and long-
term notes payable
(shown as ‘other non-
current liabilities’)
Accounts payable
(including related
parties)
Other payables
Lease liability
Bonds payable and
embedded derivative
instruments
Long-term borrowings
(including current
portion)

(3) Fair value information

  • A. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:

  • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Group’s investment in listed stocks is included in Level 1.

  • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

-214-

  • Level 3: Unobservable inputs for the asset or liability. The fair value of the Group’s investment in equity investment without active market is included in Level 3.

  • B. Fair value information of investment property at cost is provided in Note 6(12).

  • C. The carrying amount of a financial instrument not measured at fair value is a reasonable approximation of its fair value. Such financial instruments include cash and cash equivalents, financial assets at amortised cost, notes receivable, accounts receivable (including related parties), other receivables (including related parties), long-term notes and accounts receivable (including related parties), guarantee deposits paid, short-term borrowings, notes payable, accounts payable (including related parties), other payables, long-term borrowings (including the portion due within one year or one business cycle), bonds payable and guarantee deposits received.

  • D. The related information on financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities are as follows:

  • (a) The related information on the nature of the assets and liabilities is as follows:

December 31, 2020
Assets
Recurring fair value
measurements
Financial assets at fair value
through profit or loss
Equity securities
Derivative instruments
Financial assets at fair value
through other
comprehensive income
Equity securities
December 31, 2019
Assets
Recurring fair value
measurements
Financial assets at fair value
through profit or loss
Equity securities
Derivative instruments
Financial assets at fair value
through other
comprehensive income
Equity securities
Level 1
$ 106,000
-
16,740
$ 122,740
Level 1
$ 71,299
-
7,356
$ 78,655
Level 2
$ -
-
-
$-
Level 2
$ -
-
-
$-
Level 3
$ -
600
19,041
$ 19,641
Level 3
$ -
70
31,325
$ 31,395
Total
$106,000
600
35,781
$142,381
Total
$ 71,299
70
38,681
$110,050

-215-

  • (b) The methods and assumptions the Group used to measure fair value are as follows:

    • i. Listed stocks are instruments whose fair values are measured using quoted market prices (that is, Level 1). The quoted market prices used for these stocks are the closing prices on the balance sheet date.

    • ii. Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes.

  • E. For the years ended December 31, 2020 and 2019, there was no transfer between Level 1 and Level 2.

  • F. The following chart is the movement of Level 3 for the years ended December 31, 2020 and 2019.

2019.
2020
Derivative financial
Equity securities instruments Total
At January 1 $ 31,325 $ 70 $ 31,395
Gains and losses
recognised in profit
or loss - ( 520) (
520)
Gains and losses
recognised in other
comprehensive income ( 12,284) - ( 12,284)
Issuance of convertible
bonds - 1,050 1,050
At December 31 $ 19,041 $ 600 $ 19,641
2019
Derivative financial
Equity securities instruments Total
At January 1 $ 32,837 $ 492 $ 33,329
Gains and losses
recognised in profit
or loss - ( 422) ( 422)
Gains and losses
recognised in other
comprehensive income ( 1,512) - ( 1,512)
At December 31 $ 31,325 $
70
$ 31,395
  • G. For the years ended December 31, 2020 and 2019, there was no transfer into or out from Level 3.

  • H. Financial accounting department is in charge of valuation procedures for fair value measurements being categorised within Level 3, which is to verify independent fair value of financial instruments. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions and

-216-

performing reviews regularly.

  • I. The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:
Fair value at
December 31, 2020
Non-derivative equity instrument:
AESolution
Biomedical Co., Ltd.
$
19,041
Huede Healthtech
Co., Ltd.
-
Hybrid instrument:
Convertible bond
600
Fair value at
December 31, 2019
Non-derivative equity instrument:
AESolution
Biomedical Co., Ltd.
$
31,325
Huede Healthtech
Co., Ltd.
-
Hybrid instrument:
Convertible bond
70
Fair value at
December 31, 2020
Valuation
technique
Market
comparable
companies
Net asset
value
Binomial
Model
Valuation
technique
Market
comparable
companies
Net asset
value
Binomial
Model
Significant
unobservable
input
Price
to book ratio
multiple
Discount for
lack of
marketability
Not applicable
Volatility
Discount rate
Significant
unobservable
input
Price
to book ratio
multiple
Discount for
lack of
marketability
Not applicable
Volatility
Discount rate
Range
(weighted
average)
3.69
(3.69)
30.55%
(30.55%)
31.70%
(31.70%)
0.5549%
(0.5549%)
Range
(weighted
average)
4.82
(4.82)
30.55%
(30.55%)
25.71%
(25.71%)
0.7383%
(0.7383%)
Relationship of
inputs to
fair value
The higher the
multiple, the higher the
fair value
The higher the discount
for lack of
marketability, the
lower the fair value
Not applicable
The higher the
volatility, the higher
the fair value; The
higher the discount
rate, the lower the fair
value
Relationship of
inputs to
fair value
The higher the
multiple, the higher the
fair value
The higher the discount
for lack of
marketability, the lower
the fair value
Not applicable
The higher the
volatility, the higher the
fair value; The higher
the discount rate, the
lower the fair value
  • J. The Group has carefully assessed the valuation models and assumptions used to measure fair value. However, use of different valuation models or assumptions may result in different measurement. For financial assets and financial liabilities classified as Level 3, an increase or decrease in their valuation parameter by 1% would have no material impact on gain or loss and other comprehensive income as at December 31, 2020 and 2019.

-217-

13. SUPPLEMENTARY DISCLOSURES

(1) Significant transactions information

(The following intercompany transactions between the Company and its subsidiaries or between two subsidiaries were eliminated when preparing the consolidated financial statements.)

  • A. Loans to others: Please refer to table 1.

  • B. Provision of endorsements and guarantees to others: Please refer to table 2.

  • C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 3.

  • D. Acquisition or sale of the same security with the accumulated cost reaching $300 million or 20% of paid-in capital or more: None.

  • E. Acquisition of real estate reaching $300 million or 20% of paid-in capital or more: None.

  • F. Disposal of real estate reaching $300 million or 20% of paid-in capital or more: None.

  • G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paidin capital or more: Please refer to table 4.

  • H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 5.

  • I. Trading in derivative instruments undertaken during the reporting periods: Please refer to Notes 6(2) (15) and 12(3).

  • J. Significant inter-company transactions during the reporting periods: None exceeds 100 million.

(2) Information on investees

(The following intercompany transactions between the Company and its subsidaires or between two subsidiaries were eliminated when preparing the consolidated financial statements.)

Names, locations and other information of investee companies (not including investees in Mainland China) Please refer to table 6.

(3) Information on investments in Mainland China

(The following intercompany transactions between the Company and its subsidaires or between two subsidiaries were eliminated when preparing the consolidated financial statements.)

  • A. Basic information: Please refer to table 7.

  • B. Limits on investments in Mainland China: Please refer to table 7.

  • C. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: There were no significant transactions.

-218-

(4) Major shareholders information

Please refer to table 8.

14. SEGMENT INFORMATION

(1) General information

The Group operates business only in a single industry. The chief operating decision-maker, who allocates resources and assesses performance of the Group as a whole, has identified that the Group has only one reportable operating segment. The chief operating decision-maker assesses performance based on net profits, and the amounts of assets, liabilities, profits and losses provided to the decision-maker are consistent with those presented in the financial statements. Under one reportable segment, information on profits, losses, assets and liabilities of individual departments are not disclosed.

(2) Measurement of segment information

The chief operating decision-maker assesses performance based on net profits, and the amounts of assets, liabilities, profits and losses provided to the decision-maker are consistent with those presented in the financial statements. Under one reportable segment, information on profits, losses, assets and liabilities of individual departments are not disclosed.

(3) Information on products and services

Because the Company and its subsidiaries are all engaged in sales of drugs and sales, rent and installment and maintenance of medical devices, information on products and services is the same with the financial information provided in Note 6 (22).

(4) Geographical information

Geographical information for the years ended December 31, 2020 and 2019 is as follows:

Years ended December 31,

Taiwan
China
Others
2020 2020 2019
Revenue (Note)
Non-current assets
$ 2,742,853 $ 6,912,999

196,993
125,378
10,206
-

$ 2,950,052
$ 7,038,377
Revenue (Note)
$ 2,488,500
58,386
8,025
$ 2,554,911
Non-current assets Revenue (Note)
$ 2,742,853

196,993
10,206

$ 2,950,052
$ 7,305,098
120,020
-
$ 7,425,118

Note: Revenue was reclassified based on the country where the customers are located.

(5) Major customer information

Major customer information
Customer A Years ended December 31,
2020
2019
Revenue
Revenue
$
248,610
$
260,547

2020
Revenue
$
248,610

-219-

Table 1

CHC Healthcare Group and Subsidiaries

Loans to others

For the year ended December 31, 2020

Expressed in thousands of NTD (Except as otherwise indicated)

No.
(Note 1)
Creditor Borrower General ledger
account
Is a
related
party
Maximum
outstanding
balance during the
year ended
December 31,
2020
Balance at
December 31,
2020
Actual amount
drawn down
Interest
rate
Nature of loan Amount of
transactions
with the
borrower
Reason for
short-term
financing
Allowance
for
doubtful
accounts
Coll ateral Limit on loans
granted to a
single party
(Note 2)
Ceiling on total
loans granted
(Note 3)
Footnote
Item Value
0
0
0
0
0
0
1
2
The Company
The Company
The Company
The Company
The Company
The Company
Chiu Ho Scientific
Co., Ltd.
Hsing-Yeh
Biotechnology Co.,
Ltd.
Chiu Ho Medical
System Co., Ltd.
Chiu Ho Scientific
Co., Ltd.
Shin-Ho Instruments
Co., Ltd.
Tomorrow Medical
System Co., Ltd.
Medlink Healthcare
Limited
Hsing-Yeh
Biotechnology Co.,
Ltd.
High-End Vision
Eye Center
Yeezen General
Hospital
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Y
Y
Y
Y
Y
Y
Y
Y
380,000
$ 130,000
30,000
500,000
100,000
150,000
4,500
198,000
380,000
$ 80,000
30,000
500,000
50,000
150,000
4,500
169,000
1,363,500
$
230,000
$ 40,000
-
120,000
32,000
15,000
4,500
169,000
2%
2%
2%
2%
2%
2%
2.5%
2.5%
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Business
transaction
Business
transaction
-
$ -
-
-
-
-
6,102
210,833
Operation
Operation
Operation
Operation
Operation
Operation
-
-
-
$ -
-
-
-
-
-
-
None
None
None
None
None
None
None
None
-
$ -
-
-
-
-
-
-
584,743
$ 584,743
584,743
584,743
584,743
584,743
6,102
199,208
2,338,974
$ 2,338,974
2,338,974
2,338,974
2,338,974
2,338,974
62,048
398,416
610,500
$

Note 1: The numbers filled in for the loans provided by the Company or subsidiaries are as follows:

  • (1) The Company is ‘0’.

  • (2) The subsidiaries are numbered in order starting from ‘1’.

Note 2: (1) In accordance with the Company's lending policies and procedures, the credit limit for each type of borrower is set as follows:

  • A. For borrowers with which the Company has a business relationship, the individual loan amount cannot exceed the total transaction amount with the Company in the most recent year.

  • B. For borrowers with short-term financing needs, the individual loan amount cannot exceend 10% of the Company's net assets according to the most recent financial statements.

  • (2) In accordance with the lending policies and procedures of the Company's subsidiary, the credit limit for each type of borrower is set as follows:

  • A. For borrowers with which the subsidiary has a business relationship, the individual loan amount cannot exceed the total transaction amount with the subsidiary in the most recent year.

  • B. The total loan amount granted to a single party cannot exceed 20% of the subsidiary's net assets according to the most recent financial statements.

Note 3: (1) Limit on total loans granted by the Company: Total loan amount cannot exceed 40% of the Company's net assets according to the most recent financial statements.

  • (2) Limit on total loans granted by the Company's subsidiary: Total loan amount cannot exceed 40% of the subsidiary's net assets according to the most recent financial statements.

Table 2

Expressed in thousands of NTD

CHC Healthcare Group and Subsidiaries

Provision of endorsements and guarantees to others

For the year ended December 31, 2020

(Except as otherwise indicated)

No.
(Note1)
Endorser/
guarantor
Party being
endorsed/guaranteed
Party being
endorsed/guaranteed
Limit on
endorsements/
guarantees
provided for a
single party
(Note 3)
Maximum
outstanding
endorsement/
guarantee
amount as of
December31,2020
Outstanding
endorsement/
guarantee
amount at
December31,2020
Actual amount
drawndown
Amount of
endorsements/
guarantees
secured with
collateral
Ratio of
accumulated
endorsement/
guarantee
amount to net
asset value of
the endorser/
guarantor
company
Ceiling on
total amount of
endorsements/
guarantees
provided
(Note4)
Provision of
endorsements/
guarantees by
parent
company to
subsidiary
(Note 5)
Provision of
endorsements/
guarantees by
subsidiary to
parent
company
(Note 5)
Provision of
endorsements/
guarantees to
the party in
Mainland
China
(Note 5)
Footnote
Companyname Relationship
with the
endorser/
guarantor
(Note2)
0
0
0
0
0
1
1
2
The Company
The Company
The Company
The Company
The Company
Hsing-Yeh
Biotechnology Co.,
Ltd.
Hsing-Yeh
Biotechnology Co.,
Ltd.
Chiu Ho (CHINA)
Medical
Technology Co.,
Ltd.
Chiu Ho Medical
System Co., Ltd.
Tomorrow Medical
System Co., Ltd.
Chiu Ho Scientific
Co., Ltd.
E Century Healthcare
Corporation
Hsing-Yeh
Biotechnology Co.,
Ltd.
The Company
Tomorrow Medical
System Co., Ltd.
CHC (Guangzhou)
Medical Technology
Co., Ltd.
2
2
2
2
2
3
4
4
11,694,873
$ 11,694,873
11,694,873
11,694,873
11,694,873
1,992,084
1,992,084
254,479
1,822,000
$ 1,520,000
295,250
57,000
100,000
828,236
575,164
43,790
1,562,000
$ 1,520,000
178,480
57,000
100,000
828,236
575,164
43,770
4,864,650
$
228,344
$ 947,113
14,999
11,214
13,023
786,824
532,371
-
2,533,888
$
-
$ -
-
-
-
828,236
575,164
-
26.71%
25.99%
3.05%
0.97%
1.71%
83.15%
57.74%
34.40%
17,542,309
$ 17,542,309
17,542,309
17,542,309
17,542,309
2,988,126
2,988,126
381,718
$
Y
Y
Y
Y
Y
N
N
N
N
N
N
N
N
Y
N
N
N
N
N
N
N
N
N
Y
1,403,400
$

Note 1: The numbers filled in for the endorsements/guarantees provided by the Company or subsidiaries are as follows: (1) The Company is ‘0’.

(2) The subsidiaries are numbered in order starting from ‘1’.

  • Note 2: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following seven categories; fill in the number of category each case belongs to: (1) Having business relationship.

  • (2) The endorser/guarantor parent company owns directly and indirectly more than 50% voting shares of the endorsed/guaranteed subsidiary.

  • (3) The endorsed/guaranteed company owns directly and indirectly more than 50% voting shares of the endorser/guarantor parent company.

  • (4) The endorser/guarantor parent company owns directly and indirectly more than 90% voting shares of the endorsed/guaranteed company.

  • (5) Mutual guarantee of the trade made by the endorsed/guaranteed company or joint contractor as required under the construction contract.

  • (6) Due to joint venture, all shareholders provide endorsements/guarantees to the endorsed/guaranteed company in proportion to its ownership.

  • (7) Joint guarantee of the performance guarantee for pre-sold home sales contract as required under the Consumer Protection Act.

  • Note 3: (1) In accordance with the Company's policies and procedures on endorsements and guarantees, the endorsement or guarantee amount for a single party cannot exceed 200% of the Company's net assets according to the most recent financial statements.

  • (2) In accordance with the policies and procedures on endorsements and guarantees provided by the Company's subsidiary, the endorsement or guarantee amount for a single party cannot exceed 200% of the subsidiary's net assets according to the most recent financial statements.

  • (3) In accordance with the Company's policies and procedures on endorsements and guarantees, the total endorsement or guarantee amount for a single party provided by the Company and its subsidiaries cannot exceed 200% of the Company's net assets according to the most recent financial statements.

  • Note 4: (1) In accordance with the Company's policies and procedures on endorsements and guarantees, the total endorsement and guarantee amount provided to external parties cannot exceed 300% of the Company's net assets according to the most recent financial statemetns.

  • (2) In accordance with policies and procedures on endorsements and guarantees provided by Company's subsidiary, the total endorsement and guarantee amount provided to external partines cannot exceed 300% of the subsidiary's net assets according to the most recent financial statements.

  • (3) In accordance with the Company's policies and procedures on endorsements and guarantees, the total endorsement and guarantee amount provided to external parties by the Company and its subsidiaries cannot exceed 300% of the net assets of the Company according to the most recent financial statements.

  • Note 5: Fill in ‘Y’ for those cases of provision of endorsements/guarantees by listed parent company to subsidiary and provision by subsidiary to listed parent company, and provision to the party in Mainland China.

CHC Healthcare Group and Subsidiaries

Table 3

Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures)

December 31, 2020

Expressed in thousands of NTD

(Except as otherwise indicated)

Securities held by Marketable securities Relationship with the
securities issuer
General
ledger account
As of December 31,2020 As of December 31,2020 Footnote
Number of shares Book value Ownership (%) Fair value
The Company
The Company
Chiu Ho Medical System Co.,
Ltd.
Chiu Ho Medical System Co.,
Ltd.
Stocks–Taiwan Semiconductor
Manufacturing Co., Ltd.
Stocks–S&S Healthcare
Holding Ltd. (Note)
Stocks–Huede Healthtech Co.,
Ltd.
Stocks–AESolution
Biomedical Co., Ltd.
-
The Company's chairman and the
investee's chairman are the same person
-
The Company's chairman and the
investee's chairman are the same person
Financial asset at fair value
through profit or loss-current
Financial assets at fair value
through other comprehensive
income - non-current
Financial assets at fair value
through other comprehensive
income - non-current
Financial assets at fair value
through other comprehensive
income - non-current
200,000
1,988,100
200,000
855,400
106,000
$ 16,740
-
19,041
0.00%
3.03%
6.06%
6.69%
106,000
$ 16,740
-
19,041

Note: Formerly named as Swissray Global Healthcare Holding Ltd. and was renamed as S&S Healthcare Holding Ltd. as resolved by the shareholders at their meeting on June 30, 2020.

CHC Healthcare Group and Subsidiaries

Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more

For the year ended December 31, 2020

Table 4
Purchaser/seller
Counterparty Relationship with the
counterparty
Transaction Transaction Differences in transaction
terms compared to third
partytransactions
Differences in transaction
terms compared to third
partytransactions
Percentage of
total notes/accounts
Balance
receivable(payable)
Footnote
Notes/accounts receivable(payable)
Expressed in thousands of NTD
(Except as otherwise indicated)
Percentage of
total notes/accounts
Balance
receivable(payable)
Footnote
Notes/accounts receivable(payable)
Expressed in thousands of NTD
(Except as otherwise indicated)
Percentage of
total notes/accounts
Balance
receivable(payable)
Footnote
Notes/accounts receivable(payable)
Expressed in thousands of NTD
(Except as otherwise indicated)
Purchases
(sales)
Amount Percentage of
total purchases
(sales)
Credit term Unitprice Credit term Balance Percentage of
total notes/accounts
receivable(payable)
Hsing-Yeh Biotechnology
Co., Ltd.
Yeezen General Hospital Substantive related
party
Sale of goods 210,834
$
97% 6 months - - 203,014
$
86% Note

Note 1: Sales amount includes rental revenue.

Note 2: Notes and accounts receivable include lease payments receivable.

CHC Healthcare Group and Subsidiaries

Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more

December 31, 2020

December 31, 2020
Table 5
Creditor
Counterparty Relationship
withthe counterparty
Balance as atDecember31,2020 Turnover rate
(Note1)
Overduereceivables Amount collected
subsequent to the
balance sheet date
Allowance for
(Note2)
doubtfulaccounts
Expressed in thousands of NTD
(Except as otherwise indicated)
Amount Actiontaken
Hsing-Yeh Biotechnology Co.,
Ltd.
Hsing-Yeh Biotechnology Co.,
Ltd.
The Company
The Company
Yeezen General Hospital
Yeezen General Hospital
Chiu Ho Medical System Co., Ltd.
Tomorrow Medical System Co.,
Ltd.
Substantive related
party
Substantive related
party
Subsidiary
Subsidiary
Notes and accounts receivable
(including lease payments receivable):
$203,014
Other receivables:$169,000
Other receivables:$230,000
Other receivables:$120,000
0.97
0.00
0.00
0.00
68,788
$ -
-
-
In collection
-
-
-
40,311
$ 59,000
-
70,000
-
$ -
-
-

Note 1: Turnover rate of 0.00 was caused by the receivables amount recorded as other receivables in the parent company only financial statements, and thus the turnover rate is not applicable. Note 2: The subsequent collections were amounts collected as of March 19, 2021.

CHC Healthcare Group and Subsidiaries

Information on investees

For the year ended December 31, 2020

-226- Table 6
Investor
Investee Location Main business
activities
Initial investment amount Initial investment amount Shareshe ld as atDecember 31,2020 Net profit (loss)
of the investee for the year
endedDecember31,2020
Investment income (loss)
recognised by the Company
for the year ended
December31,2020
Footnote
Expressed in thousands of NTD
(Except as otherwise indicated)
Investment income (loss)
recognised by the Company
for the year ended
December31,2020
Footnote
Expressed in thousands of NTD
(Except as otherwise indicated)
Balance
as atDecember31,2020
Balance
as atDecember31,2019
Numberofshares Ownership (%) Bookvalue
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
CHC
Healthcare
(BVI) Limited
Chiu Ho Medical
System Co., Ltd.
Tomorrow
Medical System
Co., Ltd.
Chiu Ho Scientific
Co., Ltd.
Chiu Ho Biotech
Co., Ltd.
Shin-Ho
Instruments Co.,
Ltd.
Tong-Lin
Instruments Co.,
Ltd.
Hua Lin
Instruments Co.,
Ltd.
Hsin Lin Biotech
Co., Ltd.
E Century
Healthcare
Corporation
CHC Healthcare
(BVI) Limited
CHC Healthcare
(HK) Limited
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
British
Virgin
Islands
Hong Kong
Medical
instrument sale,
leasing and
services
Medical
instrument sale,
leasing and
services
Ophthalmic
equipment sale,
leasing and
services
Medical
instrument leasing
Medical
instrument leasing
Medical
instrument leasing
Medical
instrument leasing
Medical
instrument leasing
Medical
instrument leasing
Holdings and
indirect
investments
Medical
instrument sale,
leasing and
services
2,956,388
$ 413,484
151,422
317,182
119,171
371,183
451,815
85,929
556,151
522,432
3,697
2,380,988
$ 163,484
151,422
317,182
9,171
371,183
521,815
85,929
556,151
522,432
3,891
377,540,000
70,800,000
9,853,841
33,000,000
11,300,000
40,000,000
48,600,000
8,000,000
60,000,000
940
100,000
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
4,257,012
$ 794,631
155,121
346,921
115,048
480,835
584,091
82,199
812,228
411,100
37,702
177,275
$ 17,137
30,487
7,736
2,883)
(
38,916
37,210
5,449
81,254
16,318)
(
186)
(
166,415
$ 17,137
30,487
7,736
2,883)
(
38,959
37,210
5,449
81,254
16,318)
(
143)
(
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
(Note 1)
Subsidiary
-227- Investor Investee Location Main business
activities
Initial investment amount Initial investment amount Shareshe ld as atDecember 31,2020 Net profit (loss)
of the investee for the year
endedDecember31,2020
Investment income (loss)
recognised by the Company
for the year ended
December31,2020
Footnote
Balance
as atDecember31,2020
Balance
as atDecember31,2019
Numberofshares Ownership (%) Bookvalue
Chiu Ho
Medical
System Co.,
Ltd.
Chiu Ho
Medical
System Co.,
Ltd.
Chiu Ho
Medical
System Co.,
Ltd.
Medlink
Healthcare
Limited
Hsing-Yeh
Biotechnology
Co., Ltd.
SenCare
Healthcare
Company
Medlink
Healthcare Limited
SenCare
Healthcare
Company
PT CHC Medika
Indonesia
Hsing-Yeh
Biotechnology Co.,
Ltd.
CHENG-HSIN
Biotechnology Co.,
Ltd.
CHC Long-term
Care Corporation
Taiwan
Taiwan
Indonesia
Taiwan
Taiwan
Taiwan
Medical
instrument sale
Consulting
service and
elderly residence
Medical
instrument leasing
Medical
instrument sale
and leasing ; drug
sale
Management
consulting
services and retail
sales of food
products and
drugs
Long-term care
services
1,545,300
$ 194,000
3,398
1,513,464
12,000
31,040
1,545,300
$ 194,000
2,768
1,513,464
12,000
31,040
154,125,000
19,400,000
1,568
93,600,000
1,200,000
-
100.00%
65.99%
100.00%
100.00%
40.00%
97.00%
1,588,367
$ 192,021
313)
(
1,615,034
-
30,554
29,756
$ 348
1,547)
(
35,434
9,076)
(
461)
(
29,756
$ 229
1,547)
(
30,891
276)
(
447)
(
Subsidiary
Subsidiary
Subsidiary
(Note 1)
Subsidiary
Associate
Subsidiary
(Note 2)

Note 1: Indirect investment company is organised as a limited liability company. Note 2: Investee was organised as an associate.

CHC Healthcare Group and Subsidiaries

Information on investments in Mainland China

For the year ended December 31, 2020

Table 7
Investee in
Mainland China
Main business
activities
Paid-in capital Investment
method
(Note 1)
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of January 1,
2020
Amount remitte
to Mainla
Amount rem
to Taiwan f
ended Decem
d from Taiwan
nd China/
itted back
or the year
ber 31,2020
Accumulated
amount
of remittance
from Taiwan to
Mainland China
as of December 31,
2020
Net income of
investee for the
year ended
December 31,2020
Ownership
held by
the
Company
(direct or
indirect)
Investment income
(loss) recognised
by the Company
for the year
ended December
31, 2020
(Note 2)
Book value of
investments in
Mainland China
as of December 31,
2020
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
December 31,2020
Expressed in thous
(Except as otherw
Footnote
ands of NTD
ise indicated)
Remitted to
Mainland China
Remitted back
to Taiwan
CHC
(Guangzhou)
Medical
Technology Co.,
Ltd.
Medical instrument
sale, leasing and
services
Chiu Ho
(CHINA)
Medical
Technology Co.,
Ltd.
Medical instrument
sale, leasing and
services
Companyname
270,639
$ 214,865
Accumula
Decemb
to Mainla
remittanc
(2) Indirect
investment through
CHC(BVI), a wholly-
owned subsidiary of
the Company
(2) Indirect
investment through
CHC(BVI), a wholly-
owned subsidiary of
the Company
ted amount of
er 31,2020
nd China as of
e from Taiwan
270,639
$ 214,865
Economic af
Commission o
by the I
Investment a
-
$ -
fairs(MOEA)
f the Ministry of
nvestment
mount approved
-
$ 270,639
$ -
214,865
Ceiling on
Commission of MOEA(Note 3)
imposed by the Investment
investments in Mainland China
16,138)
($ 13)
(
100%
100%
16,127)
($ 13)
(
237,936
$ 127,240
-
$ -
The Company $ 485,504 $ 626,576 3,600,001
$

Note 1: Investment methods are classified into the following three categories; fill in the number of category each case belongs to:

(1) Directly invest in a company in Mainland China.

(2) Through investing in an existing company in the third area, which then invested in the investee in Mainland China.

  • (3) Others

Note 2: Income (loss) recognised based on financial statements audited by independent auditors

Note 3: Disclosed in accordance with the investment limits set forth in Jin-Shen-Zi No. 09704604680, issued by the Investment Comission of MOEA on August 29, 2008

Note 4: The Company invested in the investees in Mainland China, including Neusoft CHC Medical Service Co., Ltd. through an existing company in Mainland China. Due to the existing company in Mainland China is a holding company, therefore it shall first submit an application for approval from Investment Commission of the Ministry of Economic Affairs (MOEA) for its reinvestments, but the approval from MOEA are not required for other investments.

CHC Healthcare Group and Subsidiaries

Major shareholders information December 31, 2020

Table 8

Name of major shareholders Shares Shares
Number of shares held Ownership (%)
Princeton Healthcare Limited
Tien-Ying Lee
28,257,983
9,413,985
17.99%
5.99%

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of CHC Healthcare Group

Opinion

We have audited the accompanying parent company only balance sheets of CHC Healthcare Group (the “Company”) as at December 31, 2020 and 2019, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company 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 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 Company’s 2020 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

-230-

Key audit matters for the Company’s 2020 parent company only financial statements are stated as follows:

Assessment of investments accounted for using equity method

Refer to Note 4(12) for accounting policy on investments accounted for using equity method, Note 5(2) for uncertainty of accounting estimates and assumptions in relation to impairment assessment of investments accounted for using equity method, and Note 6(5) for details of investments accounted for using equity method.

As of December 31, 2020, the Company’s subsidiary, Chiu Ho Medical System Co., Ltd. and its subsidiaries (“Chiu Ho Medical System Group”), recognised investments accounted for using equity method and investment income amounting to NT$4,257,012 thousand and NT$166,415 thousand, respectively. Because Chiu Ho Medical System Group’s investments accounted for using equity method constituted 48% of the Company’s total assets as of December 31, 2020, and investment income constituted 45% of the Company’s profit before tax for the year ended December 31, 2020, which are significant to the Company’s financial statements, we identified the assessment of investments accounted for using equity method as a key audit matter as well as the key audit matters, impairment assessment of goodwill and property, plant and equipment, included in Chiu Ho Medical System Group’s financial statements. The key audit matters in relation to Chiu Ho Medical System Group’s financial statements for the year ended December 31, 2020 are stated as follows:

Impairment assessment of goodwill

Description

As of December 31, 2020, after identifying the smallest cash generating unit which can generate independent cash flows, Chiu Ho Medical System Group used the recoverable amount of each cash generating unit to assess whether goodwill arising from business combination may be impaired. Since the assumptions used by management to assess whether goodwill is impaired involve subjective judgement and have high uncertainty, we considered the impairment assessment of goodwill as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  • A. Obtained an understanding on how management identifies the objective evidence of goodwill impairment, taking into account certain factors in a consistent manner and ascertained whether

-231-

management uses reliable information.

  • B. Obtained the report on the valuation of the subsidiary issued by an expert appointed by the management and performed the following:

  • (1) Assessed the expert’s independence, objectiveness and competence by reviewing the expert’s qualification.

  • (2) Assessed whether the valuation model is reasonable based on our knowledge of the Chiu Ho Medical System Group’s businesses and industry.

  • (3) Confirmed whether the expert uses the same future cash flows relative to the budget for the future years provided by the management.

  • (4) Checked whether the comparable assets adopted in the appraisal report are consistent with the actual operations.

  • (5) Assessed whether the significant assumptions applied by the expert are relevant and reasonable and tested the mathematical accuracy.

Impairment assessment of property, plant and equipment

Description

Some of Chiu Ho Medical System Group’s leasing businesses were not as profitable as expected due to fierce competition in the healthcare industry. The Chiu Ho Medical System Group assesses the impairment based on the estimated recoverable amounts of leasing assets (shown as property, plant and equipment) where there is an indication that they are impaired. Given that the calculation of recoverable amounts requires significant accounting estimates relying on subjective judgement and uncertainty, we considered the impairment assessment of leasehold assets using the cash-generating units as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  • A. Obtained an understanding on how management identifies the objective evidence of impairment, taking into account certain factors in a consistent manner and ascertained whether the management uses reliable information.

  • B. Acquired the asset appraisal report issued by an expert appointed by the management and performed the following:

-232-

  • (1) Assessed the independence, objectiveness and competence by reviewing the expert’s qualification.

  • (2) Assessed whether the valuation method is widely adopted and appropriate based on our knowledge of the Chiu Ho Medical System Group’s businesses and industry.

  • (3) Confirmed whether the replacement cost, comparative objects and the assets’ use indicated on the appraisal report are consistent with the actual operations.

  • (4) Assessed whether the significant assumptions applied by the expert are relevant and reasonable and tested the mathematical accuracy.

Responsibilities of management and those charged with governance for the parent company only financial statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal controls as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.

Auditors’ responsibilities for the audit of the parent company only financial statements

Our objectives are to obtain reasonable assurance about whether the parent company only 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 it is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards 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 parent company only financial statements.

-233-

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

  • A. Identify and assess the risks of material misstatement of the parent company only 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 controls.

  • B. Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal controls.

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

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

  • E. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  • F. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the 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 controls that we identify during our audit.

-234-

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the current period and are therefore the key audit matters. We describe these matters in our report unless the 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 auditors’ report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

For and on behalf of PricewaterhouseCoopers, Taiwan March 19, 2021

------------------------------------------------------------------------------------------------------------------------------------------------The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

-235-

CHC HEALTHCARE GROUP

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Assets Notes
6(1)
6(2)(18)
6(4)(16) and 8
7
6(2)(18)
6(3)
6(5)
6(6) and 7
6(21)
8
December31,2020
Amount
%
$
145,791
2
106,000
1
-
-
500
-
442,521
5
952
-
7,696
-
703,460
8
600
-
16,740
-
8,039,186
91
601
-
16,960
-
61,504
1
6,640
-
8,142,231
92
$
8,845,691
100
December31,2019 December31,2019
Amount
$
145,791
106,000
-
500
442,521
952
7,696
703,460
600
16,740
8,039,186
601
16,960
61,504
6,640
8,142,231
$
8,845,691
Amount
$
208,236
71,369
53,096
916
289,237
1,342
5,129
629,325
-
7,356
7,076,510
975
-
62,074
8,188
7,155,103
$
7,784,428
%
Current assets
1100
Cash and cash equivalents
1110
Financial assets at fair value
through profit or loss - current
1136
Current financial assets at
amortised cost
1200
Other receivables
1210
Other receivables due from
related parties
1220
Current tax assets
1410
Prepayments
11XX
Total current assets
Non-current assets
1510
Financial assets at fair value
through profit or loss - non-
current
1517
Financial assets at fair value
through other comprehensive
income - non-current
1550
Investments accounted for using
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1840
Deferred tax assets
1990
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
2
1
1
-
4
-
-
8
-
-
91
-
-
1
-
92
100

(Continued)

-236-

CHC HEALTHCARE GROUP

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Liabilities and Equity December31,2020
December31,2019
Notes
Amount
%
Amount
%
6(7)
$
100,000
1
$
-
-
135
-
595
-
20,919
-
20,664
-
1,765
-
-
-
7
6,966
-
-
-
6(8)(9)
144,846
2
1,232,291
16
274,631
3
1,253,550
16
6(8)
1,488,808
17
-
-
6(9) and 8
1,224,000
14
1,368,000
18
6(21)
734
-
734
-
7
10,081
-
-
-
2,723,623
31
1,368,734
18
2,998,254
34
2,622,284
34
6(12)
1,570,439
18
1,416,335
18
6(8)(11)(13)
3,427,278
39
2,981,939
38
6(14)
317,065
4
277,548
4
387,852
4
363,621
5
566,883
6
545,509
7
6(3)
(
387,124) (
5 ) (
387,852 ) (
5)
6(12)
(
34,956)
-(
34,956) (
1)
5,847,437
66
5,162,144
66
9
$
8,845,691
100
$
7,784,428
100
Current liabilities
2100
Short-term borrowings
2150
Notes payable
2200
Other payables
2230
Current tax liabilities
2280
Current lease liabilities
2300
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2530
Bonds payable
2540
Long-term borrowings
2570
Deferred tax liabilities
2580
Non-current lease liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Share capital
3110
Common stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity
3400
Other equity
3500
Treasury shares
3XXX
Total equity
Significant contingent liabilities
and unrecognised contract
commitments
3X2X
Total liabilities and equity

The accompanying notes are an integral part of these parent company only financial statements.

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CHC HEALTHCARE GROUP

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT FOR EARNINGS PER SHARE AMOUNTS)

Items 2020
2019
Notes
Amount
%
Amount
%
6(15) and 7
$
500,575
100
$
503,625
100
6(10)(11)(20)
and 7
(
109,029 ) (
22) (
99,173) (
20)
391,546
78
404,452
80
6(16) and 7
9,798
2
10,887
2
6(17)
1,027
-
2,903
1
6(2)(18)
22,195
5
14,700
3
6(19) and 7
(
55,048) (
11) (
50,328) (
10)
(
22,028) (
4) (
21,838) (
4)
369,518
74
382,614
76
6(21)
(
3,129 ) (
1)
12,558
3
$
366,389
73
$
395,172
79
6(3)
$
9,384
2
($
7,038 ) (
2)
(
12,284 ) (
3) (
1,512 )
-
3,681
1
(
15,713 ) (
3)
(
53)
-
32
-
$
728
-
($
24,231) (
5)
$
367,117
73
$
370,941
74
6(22)
$
2.53
$
2.83
6(22)
$
1.95
$
2.46
4000
Operating revenue
5000
Operating costs
5900
Gross profit
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7000
Total non-operating income and
expenses
7900
Profit before income tax
7950
Income tax (expense) benefit
8200
Profit for the year
Other comprehensive income
Components of other comprehensive
income that will not be reclassified to
profit or loss
8316
Unrealised gains (losses) from
investments in equity instruments
measured at fair value through other
comprehensive income
8330
Share of other comprehensive income
(loss) of subsidiary, associates and
joint ventures accounted for using the
equity method, components of other
comprehensive income that will not be
reclassified to profit or loss
Components of other comprehensive
income that will be reclassified to profit
or loss
8361
Financial statements translation
differences of foreign operations
8380
Share of other comprehensive income
(loss) of associates and joint ventures
accounted for using equity method,
components of other comprehensive
income that will be reclassified to
profit or loss
8300
Other comprehensive income (loss) for
the year
8500
Total comprehensive income for the year
Earnings per share
9750
Basic earnings per share
9850
Diluted earnings per share

The accompanying notes are an integral part of these parent company only financial statements.

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CHC HEALTHCARE GROUP

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

2019
Balance at January 1, 2019
Profit for the year
Other comprehensive loss
Total comprehensive income (loss)
Appropriations of 2018 earnings
Legal reserve
Special reserve
Cash dividends
Conversion of convertible bonds
Exercise of employee stock options
Compensation cost of employee stock options
Compensation cost of employee stock options of subsidiaries
Expired employee stock options
Balance at December 31, 2019
2020
Balance at January 1, 2020
Profit for the year
Other comprehensive income (loss)
Total comprehensive income (loss)
Appropriations of 2019 earnings
Legal reserve
Special reserve
Cash dividends
Conversion of convertible bonds
Issuance of convertible bonds
Exercise of employee stock options
Compensation cost of employee stock options
Compensation cost of employee stock options of subsidiaries
Expired employee stock options
Balance at December 31, 2020

-239-
Notes Commonstock Capital R eserves Others RetainedEarnings Unappropriated
retained earnings
Other EquityInterest
Financial
statements
translation
differences of
foreignoperations
Unrealised gains
(loss) on financial
assets at fair value
through other
comprehensive
income
Other EquityInterest
Financial
statements
translation
differences of
foreignoperations
Unrealised gains
(loss) on financial
assets at fair value
through other
comprehensive
income
Treasury shares Totalequity
Capitalsurplus Treasury stock
transactions
Employee share
options
Legal reserve Special reserve Financial
statements
translation
differences of
foreignoperations
6(14)
6(8)(12)
6(12)
6(11)
6(14)
6(8)(12)
6(8)
6(12)
6(11)
$ 1,399,136
-
-
-
-
-
-
7,809
9,390
-
-
-
$ 1,416,335
$ 1,416,335
-
-
-
-
-
-
151,509
-
2,595
-
-
-
$ 1,570,439
$ 2,830,390
-
-
-
-
-
-
22,883
71,363
-
-
-
$ 2,924,636
$ 2,924,636
-
-
-
-
-
-
424,330
-
7,840
-
-
-
$ 3,356,806
$
173
-
-
-
-
-
-
-
-
-
-
-
$
173
$
173
-
-
-
-
-
-
-
-
-
-
-
-
$
173
$
52,641
-
-
-
-
-
-
-

(
47,507 )
2,134
3,592
(
1,897 )
$
8,963
$
8,963
-
-
-
-
-
-
-

-
(
2,195 )
1,482
2,978
(
74 )
$
11,154
$
47,049
-
-
-
-
-
-
(
779)
-
-
-
1,897
$
48,167
$
48,167
-
-
-
-
-
-
(
14,446)
25,350
-
-
-
74
$
59,145
$
245,206
-
-
-
32,342
-
-
-
-
-
-
-
$
277,548
$
277,548
-
-
-
39,517
-
-
-
-
-
-
-
-
$
317,065
$
33,211
-
-
-
-

330,410

-

-
-
-
-
-
$
363,621
$
363,621
-
-
-
-

24,231

-

-
-
-
-
-
-
$
387,852
$
763,134

395,172
-

395,172

(
32,342)
(
330,410)
(
250,045)
-
-
-
-
-
$
545,509

$
545,509

366,389
-
366,389
(
39,517)
(
24,231)
(
281,267)
-
-
-
-
-
-
$
566,883
($
29,237)
-
(
15,681)
(
15,681)
-
-
-
-
-
-
-
-
($
44,918)
($
44,918)
-
3,628

3,628

-
-
-
-
-
-
-
-
-
($
41,290)
($
334,384)
-
(
8,550)
(
8,550)
-
-
-
-
-
-
-
-
($
342,934)
($
342,934)
-
(
2,900)
(
2,900)
-
-
-
-
-
-
-
-
-
($
345,834)
($
34,956 )
-
-
-
-
-
-
-
-
-
-
-
($
34,956 )
($
34,956 )
-
-
-
-
-
-
-
-
-
-
-
-
($
34,956 )
$ 4,972,363
395,172
(
24,231)
370,941
-
-
(
250,045)
29,913
33,246
2,134
3,592
-
$ 5,162,144
$ 5,162,144
366,389
728
367,117
-
-
(
281,267)
561,393
25,350
8,240
1,482
2,978
-
$ 5,847,437

The accompanying notes are an integral part of these parent company only financial statements.

CHC HEALTHCARE GROUP

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation charge

Amortisation charge

Gain on financial assets or liabilities at fair value through
profit or loss

Interest expense

Interest income

Dividend income

Compensation cost of employee stock options

Share of profit of associates and joint ventures accounted
for using equity method

Impairment loss on non-financial assets

Amortisation of discount on bonds payable

Changes in operating assets and liabilities
Changes in operating assets
Acquisition of financial assets at fair value through
profit or loss
Accounts receivable - related parties
Other receivables
Prepayments
Other non-current assets
Changes in operating liabilities
Notes payable
Other payables
Other current liabilities
Cash inflow generated from operations
Interest received during the year
Dividends received during the year
Interest paid during the year
Income tax (paid) refund
Net cash flows from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at amortised cost
Proceeds from disposal of financial assets at amortised cost
(Increase) decrease in other receivables due from related
parties
Acquisition of investments accounted for using equity method
Proceeds from capital reduction of investments accounted for
using equity method

Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment

Decrease in refundable deposits
Decrease in other non-current assets
Net cash flows (used in) from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term loans

Increase in short-term loans

Repayments of lease liabilities

Proceeds from issuance of bonds

Repayments of bonds

Issuance cost of bonds payable
Repayments of long-term debt

Exercise of employee stock options
Payment of cash dividends

Net cash flows from financing activities
(Decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Notes
2020
2019
$
369,518
$
382,614
6(20)
4,844
1,150
6(20)
457
518
6(2)(18)
(
26,738 ) (
17,403 )
6(19)
41,126
37,971
6(16)
(
9,798 ) (
10,887 )
6(17)
(
1,015 ) (
967 )
6(11)
1,482
2,134
6(15)
(
365,446 ) (
389,625 )
6(18)
-
2,595
6(19)
13,922
12,357
(
7,463 )
-
-
3,370
(
1,368 ) (
916 )
(
2,567 )
1,385
- (
268 )
(
460 ) (
869 )
185
136
26 (
109 )
16,705
23,186
9,798
9,625
263,008
248,326
(
41,056 ) (
38,008 )
(
403 )
1,234
248,052
244,363
- (
3,043 )
53,096
-
(
151,000 )
254,000
7
(
935,400 )
-
7
70,000
60,000
(
400 ) (
293 )
7
23
-
392
-
700
-
(
962,589 )
310,664
6(23)
- (
180,000 )
6(23)
100,000
-
6(23)
(
4,007 )
-
6(8)
1,515,000
-
6(8)
(
607,600 )
-
(
6,274 )
-
6(23)
(
72,000 )
-
8,240
33,246
6(14)
(
281,267 ) (
250,045 )
652,092
396,799
(
62,445 )
158,228
208,236
50,008
$
145,791
$
208,236

The accompanying notes are an integral part of these parent company only financial statements.

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CHC HEALTHCARE GROUP

NOTES TO THE PARENT COMPANY ONLY FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS,

EXCEPT AS OTHERWISE INDICATED)

1. HISTORY AND ORGANISATION

CHC Healthcare Group (“CHC” or the “Company”) was establihsed in November 2009. The Company was established for the purpose of enhancing the comprehensive performance in Greater China and implementing organisational restructuring with Chiu Ho Medical System Co., Ltd. and other affliates. The Company was listed on the Taiwan Stock Exchange on October 24, 2012. The Company is primarily engaged in investment in various businesses.

2. THE DATE OF AUTHORISATION FOR ISSUANCE OF THE PARENT COMPANY ONLY FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORISATION

These parent company only financial statements were authorised for issuance by the Board of Directors on March 19, 2021.

3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS

(1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) as endorsed by the Financial Supervisory Commission (“FSC”)

New standards, interpretations and amendments endorsed by the FSC effective from 2020 are as follows:

New standards, interpretations and amendments endorsed by the FSC
follows:
effective from 2020 are as
New Standards, Interpretations and Amendments
Amendments to IAS 1 and IAS 8, ‘Disclosure initiative-definition of
material’
Amendments to IFRS 3, ‘Definition of a business’
Amendments to IFRS 9, IAS 39 and IFRS 7, ‘Interest rate benchmark
reform’
Amendment to IFRS 16, ‘Covid-19-related rent concessions’
Effective date by
International Accounting
Standards Board
January 1, 2020
January 1, 2020
January 1, 2020
June 1, 2020 (Note)

Note: Earlier application from January 1, 2020 is allowed by the FSC.

The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.

-241-

(2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by

the Company

New standards, interpretations and amendments endorsed by the FSC effective from 2021 are as follows:

follows:
New Standards, Interpretations and Amendments
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’
Effective date by
International Accounting
Standards Board
January 1, 2021
January 1, 2021

The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.

(3) IFRSs issued by IASB but not yet endorsed by the FSC

New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:

endorsed by the FSC are as follows:
Effective date by
International Accounting
New Standards, Interpretations and Amendments Standards Board
Amendments to IFRS 3, ‘Reference to the conceptual framework’ January 1, 2022
Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets To be determined by
between an investor and its associate or joint venture’ International Accounting
Standards Board
IFRS 17, ‘Insurance contracts’ January 1, 2023
Amendments to IFRS 17, ‘Insurance contracts’ January 1, 2023
Amendments to IAS 1, ‘Classification of liabilities as current or non- January 1, 2023
current’
Amendments to IAS 1, ‘Disclosure of accounting policies’ January 1, 2023
Amendments to IAS 8, ‘Definition of accounting estimates’ January 1, 2023
Amendments to IAS 16, ‘Property, plant and equipment: proceeds before January 1, 2022
intended use’
Amendments to IAS 37, ‘Onerous contracts - cost of fulfilling a contract’ January 1, 2022
Annual improvements to IFRS Standards 2018 - 2020 January 1, 2022

The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these parent company only financial statements are set out below. These policies have been consistently applied to all the periods presented,

-242-

unless otherwise stated.

(1) Compliance statement

The parent company only financial statements of the Company have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers”.

  • (2) Basis of preparation

  • A. Except for the following items, these parent company only financial statements have been prepared under the historical cost convention:

    • (a) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

    • (b) Financial assets at fair value through other comprehensive income.

  • B. The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the parent company only financial statements are disclosed in Note 5.

  • (3) Foreign currency translation

Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The parent company only financial statements are presented in New Taiwan Dollars, which is the Company’s functional and The Company’s presentation currency.

  • A. Foreign currency transactions and balances

  • (a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in profit or loss in the period in which they arise.

  • (b) Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognised in profit or loss.

  • (c) All foreign exchange gains and losses are presented in the statement of comprehensive income within “other gains or losses”.

  • B. Translation of foreign operations

The operating results and financial position of all the Company entities and associates that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

  • (a) Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;

  • (b) Income and expenses for each statement of comprehensive income are translated at average

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exchange rates of that period; and

  - (c) All resulting exchange differences are recognised in other comprehensive income.
  • (4) Classification of current and non-current items

  • A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:

    • (a) Assets arising from operating activities that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;

    • (b) Assets held mainly for trading purposes;

    • (c) Assets that are expected to be realised within twelve months from the balance sheet date;

    • (d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.

  • B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:

    • (a) Liabilities that are expected to be paid off within the normal operating cycle;

    • (b) Liabilities arising mainly from trading activities;

    • (c) Liabilities that are to be paid off within twelve months from the balance sheet date;

    • (d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

  • (5) Cash equivalents

Cash equivalents refer to short-term highly liquid investments that are readily convertible to known amount of cash and subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitment in operations are classified as cash equivalents.

(6) Financial assets at fair value through profit or loss

  • A. Financial assets at fair value through profit or loss are financial assets that are not measured at amortised cost or fair value through other comprehensive income.

  • B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognised and derecognised using trade date accounting.

  • C. At initial recognition, the Company measures the financial assets at fair value and recognises the transaction costs in profit or loss. The Company subsequently measures the financial assets at fair value, and recognises the gain or loss in profit or loss.

  • D. The Company recognises the dividend income when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Company and the amount of the dividend can be measured reliably.

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(7) Financial assets at fair value through other comprehensive income

  • A. Financial assets at fair value through other comprehensive income comprise equity securities which are not held for trading, and for which The Company has made an irrevocable election at initial recognition to recognise changes in fair value in other comprehensive income.

  • B. On a regular way purchase or sale basis, financial assets at fair value through other comprehensive income are recognised and derecognised using trade date accounting.

  • C. At initial recognition, The Company measures the financial assets at fair value plus transaction costs. The Company subsequently measures the financial assets at fair value:

  • The changes in fair value of equity investments that were recognised in other comprehensive income are reclassified to retained earnings. When the equity instruments are derecognised the cumulative gain or loss previously recognised in other comprehensive income is not reclassified from equity to profit or loss. Dividends are recognised as revenue when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Company and the amount of the dividend can be measured reliably.

(8) Financial assets at amortised cost

The Company’s time deposits which do not fall under cash equivalents are those with a short maturity period and are measured at initial investment amount as the effect of discounting is immaterial.

(9) Accounts and notes receivable

  • A. Accounts and notes receivable entitle the Company a legal right to receive consideration in exchange for transferred goods or rendered services.

  • B. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(10) Impairment of financial assets

For financial assets at amortised cost including accounts receivable that have a significant financing component, at each reporting date, the Company recognises the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognises the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable or contract assets that do not contain a significant financing component, the Company recognises the impairment provision for lifetime ECLs.

(11) Derecognition of financial assets

The Company derecognises a financial asset when the contractual rights to receive the cash flows from the financial asset expire.

(12) Investments accounted for using equity method – subsidiaries

  • A. Subsidiaries are all entities controlled by the Company. The Company controls an entity when

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the Company is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

  • B. Unrealised gains or losses occurred from the transactions between the Company and subsidiaries have been offset. The accounting policies of the subsidiaries are consistent with the policies adopted by the Company.

  • C. The Company’s share of its subsidiaries’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Company’s share of losses in a subsidiary equals or exceeds its interest in the subsidiary, the Company continues to recognise loss proportionately to its ownership.

  • D. Changes in parent’s ownership interest in subsidiary that do not result in the parent losing control of the subsidiaries (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity.

  • E. According to “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, profit and other comprehensive income in the parent company only financial statements should be the same as profit and other comprehensive income attributable to shareholders of the parent in the consolidated financial statements, and the equity in the parent company only financial statements should be the same as the equity attributable to shareholders of the parent in the consolidated financial statements.

  • (13) Property , plant and equipment

  • A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.

  • B. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  • C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.

  • D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change.

-246-

The estimated useful lives of property, plant and equipment are as follows:

Transportation equipment 5 years Other equipment 2 ~ 5 years

(14) Leasing arrangements (lessee) - right-of-use assets/lease liabilities

  • A. Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Company. For short-term leases or leases of low-value assets, lease payments are recognised as an expense on a straight-line basis over the lease term.

  • B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are comprised of fixed payments, less any lease incentives receivable.

  • The Company subsequently measures the lease liability at amortised cost using the interest method and recognises interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognised as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.

  • C. At the commencement date, the right-of-use asset is stated at cost comprising the following:

  • (a) The amount of the initial measurement of lease liability;

  • (b) Any lease payments made at or before the commencement date; and

  • (c) Any initial direct costs incurred by the lessee.

The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognised as an adjustment to the right-of-use asset.

(15) Impairment of non-financial assets

The Company assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. When the circumstances or reasons for recognising impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortised historical cost would have been if the impairment had not been recognised.

(16) Borrowings

Borrowings comprise long-term and short-term bank borrowings. Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest

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method.

(17) Notes and accounts payable

  • A. Accounts payable are liabilities for services and notes payable are those resulting from operating and non-operating activities.

  • B. The short-term notes and accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(18) Convertible bonds payable

Convertible bonds issued by the Company contain conversion options (that is, the bondholders have the right to convert the bonds into the Company’s common shares by exchanging a fixed amount of cash for a fixed number of common shares), call options and put options. The Company classifies the bonds payable upon issuance as a financial asset, a financial liability or an equity instrument in accordance with the contract terms. They are accounted for as follows:

  • A. The embedded call options and put options are recognised initially at net fair value as ‘financial assets or financial liabilities at fair value through profit or loss’. They are subsequently remeasured and stated at fair value on each balance sheet date; the gain or loss is recognised as ‘gain or loss on valuation of financial assets or financial liabilities at fair value through profit or loss’.

  • B. The host contracts of bonds are initially recognised at fair value. Any difference between the initial recognition and the redemption value is accounted for as the premium or discount on bonds payable and subsequently is amortised in profit or loss as an adjustment to ‘finance costs’ over the period of circulation using the effective interest method.

  • C. The embedded conversion options which meet the definition of an equity instrument are initially recognised in ‘capital surplus-share options’ at the residual amount of total issue price less the amount of financial assets or financial liabilities at fair value through profit or loss and bonds payable as stated above. Conversion options are not subsequently remeasured.

  • D. Any transaction costs directly attributable to the issuance are allocated to each liability or equity component in proportion to the initial carrying amount of each abovementioned item.

  • E. When bondholders exercise conversion options, the liability component of the bonds (including bonds payable and ‘financial assets or financial liabilities at fair value through profit or loss’) shall be remeasured on the conversion date. The issuance cost of converted common shares is the total book value of the abovementioned liability component and ‘capital surplus - share options’.

(19) Derecognition of financial liabilities

  • A financial liability is derecognised when the obligation under the liability specified in the contract is discharged or cancelled or expires.

(20) Offsetting financial instruments

Financial assets and liabilities are offset and reported in the net amount in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle

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on a net basis or realise the asset and settle the liability simultaneously.

(21) Employee benefits

  • A. Short-term employee benefits

Short - term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as expenses in that period when the employees render service.

  • B. Pensions

For defined contribution plans, the contributions are recognised as pension expenses when they are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of a cash refund or a reduction in the future payments.

  • C. Employees’ compensation and directors’ remuneration

  • Employees’ compensation and directors’ remuneration are recognised as expenses and liabilities, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employee compensation is distributed by shares, the Company calculates the number of shares based on the closing price at the previous day of the board meeting resolution.

- (22) Employee share based payment

  • A. For the equity-settled share-based payment arrangements, the employee services received are measured at the fair value of the equity instruments granted at the grant date, and are recognised as compensation cost over the vesting period, with a corresponding adjustment to equity. The fair value of the equity instruments granted shall reflect the impact of market vesting conditions and non-market vesting conditions. Compensation cost is subject to adjustment based on the service conditions that are expected to be satisfied and the estimates of the number of equity instruments that are expected to vest under the non-market vesting conditions at each balance sheet date. Ultimately, the amount of compensation cost recognised is based on the number of equity instruments that eventually vest.

  • B. The grant date of the share-based payment arrangements is the date that the subscription price and shares are determined.

(23) Income tax

  • A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.

  • B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax

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authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.

  • C. Deferred tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the parent company only balance sheet. However, the deferred tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates and laws that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

  • D. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred tax assets are reassessed.

  • E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realise the asset and settle the liability simultaneously.

(24) Treasury share

Where the Company repurchases the Company’s equity share capital that has been issued, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders. Where such shares are subsequently reissued, the difference between their book value and any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company’s equity holders.

(25) Dividends

Dividends are recorded in the Company’s financial statements in the period in which they are resolved by the Company’s shareholders. Cash dividends are recorded as liabilities; stock dividends are recorded as stock dividends to be distributed and are reclassified to ordinary shares on the effective date of new shares issuance.

(26) Revenue recognition

A. Investment revenue

The Company recognises share of profit or loss of subsidiaries and associates generated after acquisition in revenue or cost.

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  • B. Sales of services

  • (a) The Company provided administrative resources and management services to subsidiaries, and the revenue will have to be recognised based on the stage of completion at the balance sheet date.

  • (b) If the outcome of providing services cannot be estimated reliably, revenue is recognised only to the extent that costs incurred are likely to be recoverable. If the incurred costs are likely to be recovered, revenue is recognised to the extent that costs incurred are likely to be recoverable; if the incurred costs are not likely to be recovered, revenue shall not be recognised, and the incurred costs shall be recognised in expenses.

5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION

UNCERTAINTY

The preparation of these parent company only financial statements requires management to make critical judgements in applying the Company’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. The related information is addressed below:

  • (1) Critical judgements in applying the Company’s accounting policies

Except for the accounting estimations (detailed in (2) below), the management does not make any judgement that significant affect the recognised amounts in parent company only financial statements when applying the Company’s accounting polices.

  • (2) Critical accounting estimates and assumptions

The Company makes accounting estimates in applying reasonable expectation concerning future events. However, assumptions and estimates may differ from the actual results. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; and the related information is addressed below: Impairment assessment of investments accounted for using equity method

The Company assesses the impairment of an investment accounted for using equity method as soon as there is any indication that it might have been impaired and its carrying amount cannot be recovered. The Company assesses the recoverable amount of an investment accounted for under the equity method based on the present value of the Company’s share of expected future cash flows of the investee, and analyses the reasonableness of related assumptions.

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6. DETAILS OF SIGNIFICANT ACCOUNTS

(1) Cash and cash equivalents

Checking accounts and demand deposits
Time deposits
December 31, 2020
$
145,791
-
$
145,791
December 31, 2019
$
108,236
100,000
$
208,236
  • A. The Company transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  • B. The Company classified restricted cash and cash equivalents pledged to others as other noncurrent assets. Please refer to Note 8 for details.

(2) Financial assets and liabilities at fair value through profit or loss

Items December 31, 2020 December 31, 2020 December 31, 2019 December 31, 2019
Current items:
Financial assets mandatorily measured at fair
value through profit or loss
Listed stocks $ 99,427 $ 74,900
Non-hedging derivatives
(Redemption rights to the third domestic
issuance of secured convertible corporate
bonds) - 284
Valuation adjustment 6,573 ( 3,815)
$ 106,000 $ 71,369
Non-current items:
Financial assets mandatorily measured at fair
value through profit or loss
Non-hedging derivatives
(Redemption rights to the fourth domestic
issuance of secured convertible corporate
bonds) $ 1,050 $ -
Valuation adjustment ( 450) -
$ 600 $ -
For the years ended December 31, 2020 and 2019, net gain (loss) on financial assets at fair valu
through profit or loss was $26,738 and $17,403, respectively, shown as ‘other gains and losses’.
Financial assets at fair value through other comprehensive income
Items December 31, 2020 December 31, 2019
Non-current items:
Listed stocks
S&S Healthcare Holding Ltd. (Note) $ 340,215 $ 340,215
Valuation adjustment ( 323,475)
(
332,859)
$ 16,740 $ 7,356

For the years ended December 31, 2020 and 2019, net gain (loss) on financial assets at fair value through profit or loss was $26,738 and $17,403, respectively, shown as ‘other gains and losses’.

(3) Financial assets at fair value through other comprehensive income

Note: Formerly named as Swissray Global Healthcare Holding Ltd. and was renamed as S&S

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Healthcare Holdings Ltd. as resolved by the shareholders at their meeting on June 30, 2020.

  • A. The Company has elected to classify equity investments that are considered to be strategic investments as financial assets at fair value through other comprehensive income. The fair value of such investments amounted to $16,740 and $7,356 as at December 31, 2020 and 2019, respectively.

  • B. The Company recognised $9,384 and ($7,038) in other comprehensive income (loss) for fair value change for the years ended December 31, 2020 and 2019, respectively.

(4) Financial assets at amortised cost

Items December 31, 2020 December 31, 2019 Current items: $ - $ 53,096 Time deposits with maturity over three months

Current items:

  • A. Amounts recognised in profit or loss in relation to financial assets at amortised cost are listed below:
Amounts recognised in profit or loss in relation
below:
to financial assets at amortised cost are liste
Interest income Years ended December 31,
2020
2019
$
36
$
60

2020
$
36
  • B. The Company’s financial assets at amortised cost are time deposits in banks. Banks that the Company transacted with all have high credit quality.

  • C. Details of the Company’s certain financial assets at amortised cost pledged to others as collateral are provided in Note 8.

(5) Investments accounted for using equity method

Chiu Ho Medical System Co., Ltd.
Tomorrow Medical System Co., Ltd.
Chiu Ho Scientific Co., Ltd.
Chiu Ho Biotech Co., Ltd.
Shin-Ho Instruments Co., Ltd.
Tong-Lin Instruments Co., Ltd.
Hua Lin Instruments Co., Ltd.
Hsin Lin Biotech Co., Ltd.
E Century Healthcare Corporation
CHC Healthcare (BVI) Limited
December 31, 2020
$
4,257,012
794,631
155,121
346,921
115,048
480,835
584,091
82,199
812,228
411,100
$
8,039,186
December 31, 2019
$
3,568,853
570,480
142,954
349,687
7,931
486,998
634,486
76,750
814,635
423,736
$
7,076,510

Details of the Company’s subsidiaries are provided in Note 4(3) of the Company’s consolidated financial statements as of and for the year ended December 31, 2020.

(6) Leasing arrangements-lessee

  • A. The Company leases buildings from subsidiary, Chiu Ho Medical. Rental contracts are typically made for periods of 3 years. Rents are paid at the beginning of the month. Lease terms are

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negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets may not be used as security for borrowing purposes.

  • B. Short-term leases with a lease term of 12 months or less comprise warehouse.

  • C. The carrying amount of right-of-use assets and the depreciation charge are as follows:

Buildings December 31, 2020
Book value
$
16,960
December 31, 2019
Depreciation charge
$
4,094
  • D. For the year ended December 31, 2020, the additions to right-of-use assets was $21,054.

  • E. The information on profit and loss accounts relating to lease contracts is as follows:

Items affecting profit or loss
Interest expense on lease liabilities
Expense on short-term lease contracts
Year ended
December 31, 2020
$
193
1,481
  • F. For the year ended December 31, 2020, the Company’s total cash outflow for leases was $5,681.

(7) Short-term borrowings

Short-term borrowings
Type of borrowings
Bank borrowings
Credit borrowings
Interest rate
December 31, 2020
$
100,000
1.05%
December 31, 2019

$
-
-

For the years ended December 31, 2020 and 2019, the Company has no collateral pledged for shortterm borrowings.

(8) Bonds payable

Bonds payable
Less: Discount on bonds payable
(
Less: Current portion or exercise of put options
(shown as ‘other current liabilities’)
December 31, 2020
$
1,537,875

49,067)
(
1,488,808
-
(
$
1,488,808
December 31, 2019
$
1,169,700

10,229)
1,159,471

1,159,471)
$
-
  • A. The terms of the third domestic secured convertible bonds issued by the Company are as follows:

  • (a) The Company issued the third domestic secured convertible bonds totalling $1,200,000 with zero coupon rate as approved by the regulatory authority. The bonds mature three years from the issue date (November 2, 2017 ~ November 2, 2020) and will be redeemed in cash at face value at the maturity date. The bonds were listed on the Taipei Exchange on November 2, 2017.

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  • (b) The bondholders have the right to request TDCC through the security dealers for conversion of the bonds into common shares of the Company during the period from the date after three month of the bonds issue to the maturity date, except for the stop transfer period as specified in the terms of the bonds or the laws/regulations. The rights and obligations of the new shares converted from the bonds are the same as the issued and outstanding common shares.

  • (c) The conversion price of the bonds is set up based on the pricing model in the terms of the bonds, and is subject to adjustments if the condition of the anti-dilution provisions occurs subsequently. The conversion price on the issue date is NT$42 (in dollars). On July 15, 2018, July 15, 2019 and July 18, 2020, the Company adjusted the conversion price per share to NT$40.6, NT$38.8 and NT$37.1 (in dollars), respectively, according to the rules described above.

  • (d) The Company may repurchase all the bonds outstanding in cash at the bonds’ face value at any time after the following events occur: (i) the closing price of the Company’s common shares is above the then conversion price by 30% for 30 consecutive trading days during the period from the date after three months of the bonds issue to 40 days before the maturity date, or (ii) the outstanding balance of the bonds is less than 10% of total initial issue amount during the period from the date after one month of the bonds issue to 40 days before the maturity date.

  • (e) Under the terms of the bonds, all bonds redeemed (including bonds repurchased from the Taipei Exchange), matured and converted are retired and not to be re-issued; all rights and obligations attached to the bonds are also extinguished.

  • (f) On August 17, 2018, the Company signed a corporate bond issuance guarantee agreement with Chinatrust Commercial Bank. Under the terms of the agreement, the Company will periodically submit a financial assurance letter to the banks, indicating whether the Company has achieved the required financial ratios based on the annual and semi-annual consolidated financial statements as follows:

    • a. Current ratio must be 100% or higher.

    • b. Debt ratio must equal to or less than 150%.

    • c. Interest coverage ratio must be 3 or higher.

    • d. Tangible net assets must be $4,000,000 or higher.

    • If the Company fails to meet any of the requirements stated above, Chinatrust Commercial Bank will determine whether there has been a breach of contract.

  • (g) The convertible bonds matured on November 2, 2020. Part of the bonds were converted into 15,932 thousand shares of common stock, and the remaining unconverted bonds were redeemed at $607,600 by cash. The Company transferred the forfeited stock options of $15,617 to capital surplus-forfeited stock options (shown as capital surplus-others).

  • B. The terms of the fourth domestic secured convertible bonds issued by the Company are as follows:

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  • (a) The Company issued the fourth domestic secured convertible bonds totalling $1,515,000 with zero coupon rate which were issued at a 101% premium of the total face value of $1,500,000 as approved by the regulatory authority. The bonds mature five years from the issue date (August 4, 2020 ~ August 4, 2025) and will be redeemed in cash at 102.525% of face value at the maturity date. The bonds were listed on the Taipei Exchange on August 4, 2020.

  • (b) The bondholders have the right to request TDCC through the security dealers for conversion of the bonds into common shares of the Company during the period from the date after three months of the bonds issue to the maturity date, except for the stop transfer period as specified in the terms of the bonds or the laws/regulations. The rights and obligations of the new shares converted from the bonds are the same as the issued and outstanding common shares.

  • (c) The conversion price of the bonds is set up based on the pricing model in the terms of the bonds, and is subject to adjustments if the condition of the anti-dilution provisions occurs subsequently. The conversion price on the issue date is NT$53.9 (in dollars).

  • (d) The Company may repurchase all the bonds outstanding in cash at the bonds’ face value at any time after the following events occur: (i) the closing price of the Company’s common shares is above the then conversion price by 30% for 30 consecutive trading days during the period from the date after three months of the bonds issue to 40 days before the maturity date, or (ii) the outstanding balance of the bonds is less than 10% of total initial issue amount during the period from the date after one month of the bonds issue to 40 days before the maturity date.

  • (e) Under the terms of the bonds, all bonds redeemed (including bonds repurchased from the Taipei Exchange), matured and converted are retired and not to be re-issued; all rights and obligations attached to the bonds are also extinguished.

  • (f) Regarding the fourth issuance of secured convertible bonds, the equity conversion options amounting to $25,350 were separated from the liability component and were recognised in ‘capital surplus - others’ in accordance with IAS 32 as of December 31, 2020. The call options embedded in bonds payable were separated from their host contracts and were recognised in ‘financial assets or liabilities at fair value through profit or loss’ in net amount in accordance with IFRS 9 because the economic characteristics and risks of the embedded derivatives were not closely related to those of the host contracts. As of December 31, 2020, the effective interest rates of the bonds payable after such separation was 0.7077%.

  • C. Information on assets pledged as collateral for the third domestic bonds is provided in Note 8 and there were no assets pledged as collateral for the fourth domestic bonds.

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(9) Long-term borrowings
Type of borrowings
Bank borrowings
Secured borrowings
Less: Current portion
(shown as ‘other
current liabilities’)
Interest rate
Borrowing period
2018.11.29~2023.11.29
(
December 31, 2020
$
1,368,000

144,000)
(
$
1,224,000
1.8%
December 31, 2019
$
1,440,000

72,000)
$
1,368,000
1.797%
  • A In November 2018, the Company and Tomorrow Medical System Co., Ltd. signed a syndicated loan agreement in the amount of $2,440,000 with a group of lenders led by First Commercial Bank and agreed to the following terms:

  • (a) If the actual drawn amount is less than 80% of each available borrowing facility, the difference shall be imposed at a rate of 0.15% as a commitment fee at the end of the limit on borrowing facilities. The commitment fee shall be paid in full to the lead bank within 5 trading days after the end of the limit on borrowing facilities. Subsequently, the lead bank shall pay the commitment fee to syndicated banks based on its committed ratio.

  • (b) Loan funds must be used for a specified purpose.

  • (c) The Company will periodically submit a financial assurance letter to the banks, indicating whether the Company has achieved the required financial ratios based on the annual and semi-annual consolidated financial statements as follows:

    • i. Current ratio must be 100% or higher.

    • ii. Debt ratio must be equal to or less than 150%.

    • iii. Interest coverage ratio must be 3 or higher.

    • iv. Tangible net assets must be $4,000,000 or higher.

If the Company fails to meet any of the requirements stated above, remedial measures, such as capital increase, must be taken to address the issue before the financial reporting date of the next annual or half-year consolidated financial statements. If the issue is resolved with the remedial measures, it is not considered a breach of contract. However, the Company is required to pay a fee, equal to 0.1% of the unpaid principal balance on the audit date, to the agency bank, who will distribute this fee among the syndicate lenders.

  • (d) The Company shall directly/ indirectly hold a 100% equity interest in Tomorrow Medical System Co., Ltd., Hsing-Yeh Biotechnology Co., Ltd., Medlink Healthcare Limited and Chiu Ho Medical System Co., Ltd., and directly/indirectly hold at least a 66.67% equity interest in Hua Lin Instruments Co., Ltd., Tong-Lin Instruments Co., Ltd., E Century Healthcare Corporation, Chiu Ho Biotech Co., Ltd. and Chiu Ho Scientific Co., Ltd., respectively, and the Company has control over those companies’ operations. Above equity interests can not be pledged or transferred to a third party in any assumption or method as well as trust.

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If the Company fails to meet this requirement, First Commercial Bank will determine whether there has been a breach of contract and, if necessary, call a meeting with all the syndicate lenders to discuss the matter.

  • B. Information on assets pledged as collateral for long-term borrowings is provided in Note 8.

(10) Pensions

  • A. The Company has established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.

  • B. The pension costs under the defined contribution pension plan of the Company for the years ended December 31, 2020 and 2019 were $2,184 and $1,893, respectively.

(11) Share-based payment

  • A. As of December 31, 2020 and 2019, the Company’s share-based payment transactions are as follows:
follows:
Type of arrangement
Employee stock options-101
Employee stock options-106
Grant date
2012.8.31
2018.4.13
Quantity granted
(in thousands
of shares)
3,000 (Note 2)
2,000 (Note 3)
Contract period
7 years
7 years
Vesting
conditions
(Note 1)
(Note 1)
  • Note 1: After two years from the grant date, employees are allowed to exercise their stock options according to the vesting schedule and proportion specified in the plan.

  • Note 2: 1,720 thousand shares of which were granted to the employees of subsidiaries.

  • Note 3: 1,262 thousand shares of which were granted to the employees of subsidiaries and second-tier subsidiaries.

  • B. Details of the share-based payment arrangements are as follows:

2020 2020 2019 2019
No. of options Weighted-average No. of options Weighted-average
(in thousands exercise price (in thousands exercise price
Stock options of shares) (in dollars) of shares) (in dollars)
Options outstanding at
January 1 1,980 $ 31.90 2,957 $ 34.33
Options forfeited ( 75) 31.03 ( 38) 34.81
Options exercised ( 259) 31.75 ( 939) 35.41
Options outstanding at
December 31 1,646 30.50 1,980 31.90
Options exercisable at
December 31 225 -

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  • C. As of December 31, 2020 and 2019, number of options outstanding granted to the employees of subsidiaries and second-tier subsidiaries were 1,059 thousand shares and 1,242 thousand shares, respectively, and number of options exercisable were 139 thousand shares and 0 shares, respectively.

  • D. For the years ended December 31, 2020 and 2019, the weighted-average stock price of stock options on exercise dates were NT$41.66 and NT$43.52 (in dollars), respectively.

  • E. The expiry date and exercise price of stock options outstanding at balance sheet date are as follows:

follows:
Issue date
Expiry
approved
date
2018.4.13
2025.4.12
December 31, 2020
No. of shares
(in thousands
Exercise
price
of shares)
(in dollars)
1,646 $ 30.50
December 31, 2019
No. of shares
(in thousands
Exercise
price
of shares)
(in dollars)
1,980 $ 31.90

No. of shares
(in thousands
of shares)
1,980
  • F. The Black scholes option-pricing model was used for valuation of fair value of the stock options granted. The related information is listed as follows:
granted. The related information is listed as follows:
Type of
arrangement
Grant date
Stock price
(in dollars)
Exercise
price
(in dollars)
Expected
price
volatility
Expected
option life
Expected
dividends
Risk-free
interest
rate
Employee stock
options-101
2012.8.31 $
85.06 $
44.0 40.44%
5.25 years
0%
1.00%
(Note 1)
(Note 2)
Employee stock
options-106
2018.4.13 $
34.50 $
34.5
30.02%
5.25 years
0%
0.75%
Fair value
per unit
(in dollars)

$48.23~
$51.29
$8.46~
$10.91
  • Note 1: Estimated using the market approach with necessary adjustments, the price of the common shares of the Company that have no controlling rights and cannot be traded in the open market was NT$85.06 (in dollars) on the grant date.

  • Note 2: Expected price volatility is estimated based on the historical stock prices of comparable companies.

  • G. Expenses incurred on the Company’s share-based payment transactions are shown below:

Equity-settled Years ended December 31,
2020
2019
$
1,482
$
2,134

2020
$
1,482
  • H. On July 18, 2020 and July 15, 2019, the exercise prices of employee stock options-106 were adjusted to NT$30.5 and NT$31.9 (in dollars), respectively, according to the rules of the employee stock option plan. The adjustment of exercise prices had no significant impact on the fair value of the aforementioned stock options.

(12) Share capital

  • A. As of December 31, 2020, the Company’s authorised capital was $2,500,000, consisting of 250 million shares of ordinary stock, and the paid-in capital was $1,570,439 with a par value of $10

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(in dollars) per share. All proceeds from shares issued have been collected. Movements in the number of the Company’s ordinary shares outstanding are as follows:

At January 1
Employee stock options exercised
Bonds payable converted
At December 31
2020
140,634
259
15,151
156,044
(In thousands
of shares)
2019
138,914
939
781
140,634
  • B. Treasury shares

  • (a) Reason for share reacquisition and movements in the number of the Company’s treasury shares are as follows:

s payable converted
ecember 31
sury shares
Reason for share reacquisition and
hares are as follows:
15,151
781
156,044
140,634
movements in the number of the Company’s treasury
Name of company
holding the shares
Reason for
reacquisition
The Company
To be reissued
to employees
(In thousands of shares)
December 31, 2020
December 31, 2019
Number of
shares
Carrying
amount
Number of
shares
Carrying
amount

1,000 $ 34,956
1,000 $ 34,956

Number of
shares

1,000
  • (b) Pursuant to the R.O.C. Securities and Exchange Act, the number of shares bought back as treasury share should not exceed 10% of the number of the Company’s issued and outstanding shares and the amount bought back should not exceed the sum of retained earnings, paid-in capital in excess of par value and realised capital surplus.

  • (c) Pursuant to the R.O.C. Securities and Exchange Act, treasury shares should not be pledged as collateral and is not entitled to dividends before it is reissued.

  • (d) Pursuant to the R.O.C. Securities and Exchange Act, treasury shares should be reissued to the employees within three years from the reacquisition date and shares not reissued within the three-year period are to be retired. Treasury shares to enhance the Company’s credit rating and the stockholders’ equity should be retired within six months of acquisition.

(13) Capital surplus

  • A. Pursuant to Paragraph 4, Article 30 of the Business Mergers and Acquisitions Act, if a company becomes a wholly-owned subsidiary of another company through a share exchange, its undistributed earnings become part of the capital surplus of the acquiring company (parent company). Therefore, if the increase in the investment holding company’s capital surplus is from the undistributed earnings of the subsidiary before the share exchange, this amount can be distributed as cash dividends or capitalised. Moreover, the proportion that can be capitalised is not subject to the restrictions set forth in Article 8 of the Securities and Exchange Act Enforcement Rules. In addition, according to Tai-Cai-Rong-Yi-Zi No. 0910016280, such increase in capital surplus was not generated by the holding company’s business operations and thus will not affect the remuneration of directors and supervisors and bonuses of employees. As

-260-

  • of December 31, 2020, capital surplus that is attributable to the undistributed earnings of Chiu Ho Medical System Co., Ltd. and other associates before share exchanges amounted to $44,390.

  • B. Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Act requires that the amount of capital surplus to be capitalised mentioned above should not exceed 10% of the paid-in capital each year. However, capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.

  • C. Please refer to Note 6(11) for information on capital surplus - employee stock options.

(14) Retained earnings

  • A. Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ operating losses and then 10% of the remaining amount shall be set aside as legal reserve unless legal reserve equals the authorised share capital. Special reserve is then appropriated or reversed in accordance with related regulations. At least 50% of the remainder, if any, and accumulated undistributed earnings from prior years is distributable under the stockholders’ resolution at their meeting as proposed by the Board of Directors.

  • B. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.

  • C. In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.

  • D. The proposal on 2019 and 2018 earnings appropriation which were resolved at the shareholders’ meeting on June 12, 2020 and June 12, 2019, respectively, are as follows:

Years ended December 31,

Legal reserve
Special reserve
Cash dividends
2019
Dividends per
Amount
share (in dollars)
$ 39,517
24,231
281,267
$
2.0
$ 345,015
2018
Dividends per
Amount
share (in dollars)
$ 32,342
330,410
250,045
$
1.8
$ 612,797
Amount
$ 39,517
24,231
281,267
$ 345,015
Amount
$ 32,342
330,410
250,045
$ 612,797

The aforementioned earnings appropriations for the years ended December 31, 2019 and 2018

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were in agreement with the amounts resolved by the Board of Directors during its meetings held on March 23, 2020 and March 22, 2019, respectively, and the ex-dividend dates resolved in the same meetings were July 18, 2020 and July 15, 2019, respectively. For more information on the aforementioned earnings appropriations proposed by the Board of Directors and resolved by the shareholders, please go to the Market Observation Post System website maintained by the Taiwan Stock Exchange.

  • E. The appropriations for 2020 earnings as resolved by the Board of Directors on March 19, 2021 are as follows:
Legal reserve
Reversal of special reserve
Cash dividends
Year ended December 31, 2020
Dividends per
Amount
share (in dollars)
$ 36,639
(
728)
313,648
$
2.01
$ 349,559

(15) Operating revenue

Operating revenue
Investment revenue
Revenue from customer contracts
Timing of revenue recognition-over time
- internal customers - management service
revenue
Interest income
Interest income from bank deposits
Interest income from financial assets measured at
amortised cost
Other interest income
Other income
Dividend income
Other income
Years ended December 31,
2020
2019
$
365,446
$
389,625
135,129
114,000
$
500,575
$
503,625
Years ended December 31,
2020
2019
$
117
$
47
36
60
9,645
10,780
$
9,798
$
10,887
Years ended December 31,
2020
2019
$
1,015
$
967
12
1,936
$
1,027
$
2,903

2020
$
1,015
12
$
1,027

(16) Interest income

(17) Other income

-262-

(18) Other gains and losses

Other gains and losses
Years ended December 31,
2020 2019
Net currency exchange losses ($ 4,543) ($ 103)
Net gains on financial assets and liabilities
at fair value through profit or loss 26,738 17,403
Impairment of investments accounted for using
equity method - ( 2,595)
Other losses - ( 5)
$ 22,195 $ 14,700
Finance costs
Years ended December 31,
2020 2019
Interest expense:
Bank borrowings $ 28,167 $ 28,034
Convertible bonds 13,922 12,357
Lease liability 193 -
Financial expense, others 12,766 9,937
$ 55,048 $ 50,328

(19) Finance costs

(20) Expenses by nature

Expenses by nature
Employee benefit expense
Wages and salaries
Employee stock options
Labor and health insurance fees
Pension costs
Directors’ remuneration
Other personnel expenses
Depreciation charge
Amortisation expense
Years ended December 31,
2020
2019
Operating
Cost
Operating
Expense
Operating
Cost
Operating
Expense
$ 71,927 $
- $ 59,930 $
-
1,482
-
2,134
-
4,350
-
3,833
-
2,184
-
1,893
-
6,251
-
6,195
-
1,848
-
1,640
-
4,844
-
1,150
-
457
-
518
-
$ 93,343
$
-
$ 77,293
$
-

2020
Operating
Cost
Operating
Expense
$ 71,927 $
-
1,482
-
4,350
-
2,184
-
6,251
-
1,848
-
4,844
-
457
-
$ 93,343
$
-
Operating
Cost
$ 71,927
1,482
4,350
2,184
6,251
1,848
4,844
457
$ 93,343
Operating
Cost
$ 59,930
2,134
3,833
1,893
6,195
1,640
1,150
518
$ 77,293

A. In accordance with the Articles of Incorporation of the Company, a ratio of distributable profit of the current year (i.e. profit before tax less profit margin before the appropriation of employees’ compensation and directors’ remuneration), after covering accumulated losses, shall be distributed as employees’ compensation and directors’ remuneration. The ratio shall not be lower than 0.05% for employees’ compensation and shall not be higher than 5% for directors’ remuneration.

The aforementioned employees’ compensation and directors’ remuneration requires the approval from the majority of the directors attending a board meeting, with more than two thirds

-263-

of all directors in attendance, and must be reported to the shareholders.

Employees’ compensation is distributed in the form of shares or cash, and the recipients may include employees of affiliates who meet certain conditions. The distribution plan is set by the Chairman.

  • B. For the years ended December 31, 2020 and 2019, employees’ compensation was accrued at $200 and $195, respectively; directors’ remuneration was both accrued at $5,600. The aforementioned amounts were recognised in salary expenses.

Employees’ compensation of $195 and directors’ remuneration of $5,600 for 2019 as resolved by the Board of Directors were in agreement with those amounts recognised in the 2019 financial statements.

Information about employees’ compensation and directors’ remuneration of the Company as resolved at the meeting of Board of Directors and approved by shareholders at their meeting will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

  • (21) Income tax

  • A. Income tax expense (benefit)

    • (a) Components of income tax expense (benefit):
Years ended December 31, December 31,
2020 2019
Current tax:
Current tax on profits for the year $
51

$

-
Tax on undistributed surplus earnings 2,508 -
Total current tax 2,559 -
Deferred tax
Origination and reversal of temporary
differences 570 ( 12,558)
Income tax expense (benefit) $ 3,129 ($ 12,558)
Reconciliation between income tax benefit and accounting profit:
Years ended December 31,
2020 2019
Income tax calculated based on profit
before tax and statutory tax rate $ 73,904
$
76,522
Expenses disallowed by tax regulation 1,945 4,868
Tax exempt income by tax regulation ( 78,491) ( 78,039)
Tax on undistributed surplus earnings 2,508 -
Change in assessment of realisation of
deferred tax assets 3,263 ( 15,909)
Income tax expense (benefit) $ 3,129 ($ 12,558)
  • (b) Reconciliation between income tax benefit and accounting profit:

-264-

  • B. Amounts of deferred tax assets or liabilities as a result of temporary differences and tax losses are as follows:
losses are as follows:
Temporary differences
- Deferred tax assets:
Unrealised exchange loss
Unused compensated absences
Currency translation
differences
Income tax losses
Temporary differences
- Deferred tax liabilities:
Effects of business
combination
(
Temporary differences
- Deferred tax assets:
Unrealised exchange loss
Unused compensated absences
Currency translation
differences
Income tax losses
Temporary differences
- Deferred tax liabilities:
Effects of business
combination
(
Year ended December 31, 2020

January 1
Recognised
in profit
or loss
Recognised
in other
comprehensive
income
$
68
$
844
$
-
48
107
-
-
-
-
61,958
( 1,521)
-
62,074 (
570)
-

734)
-
-
$
61,340
($
570)
$
-
Year ended December 31, 2019

January 1
Recognised
in profit
or loss
$
47
$
21
55 (
7)
-
-
49,414
12,544
49,516
12,558

734)
-
$
48,782
$
12,558

Recognised
in other
comprehensive
income
$
-
-
-
-
-
-
$
-
(
  • C. Expiration dates of unused tax losses and amounts of unrecognised deferred tax assets are as follows:
as follows:
December 31, 2020 Expiry year
2028
Year incurred
2018

Amount filed/assessed
$
309,790

Unused amount
$ 302,185
Unrecognised
deferred tax assets
$
-

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December 31, 2019

Unrecognised
Year incurred
Amount filed/assessed
Unused amount
deferred tax assets
Expiry year
2018
$
309,790
$ 309,790
$
-
2028
The amounts of deductible temporary differences that were not recognised as deferred tax
assets are as follows:
December 31, 2020
December 31, 2019
Deductible temporary differences
$
94,923
$
82,286
  • D. The amounts of deductible temporary differences that were not recognised as deferred tax assets are as follows:

  • E. The Company’s income tax returns through 2018 have been assessed and approved by the Tax Authority.

(22) Earnings per share

Earnings per share
Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent
Assumed conversion of all dilutive
potential ordinary shares
Employee stock options
Employees’ compensation
Convertible bonds
Profit attributable to ordinary
shareholders of the parent plus
assumed conversion of all dilutive
potential ordinary shares
Year ended December 31, 2020
Amount
Weighted average
number of ordinary
shares outstanding
Earnings
per share
after tax
(shares in thousands)
(in dollars)
$ 366,389
144,957
$
2.53
$ 366,389
144,957
-
355
-
7
27,188
56,097
$ 393,577
201,416
$
1.95

Amount
after tax
$ 366,389
$ 366,389
-
-
27,188
$ 393,577

Weighted average
number of ordinary
shares outstanding
(shares in thousands)

144,957

144,957

355

7

56,097

201,416

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Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent
Assumed conversion of all dilutive
potential ordinary shares
Employee stock options
Employees’ compensation
Convertible bonds
Profit attributable to ordinary
shareholders of the parent plus
assumed conversion of all dilutive
potential ordinary shares
Year ended December 31, 2019
Amount
Weighted average
number of ordinary
shares outstanding
Earnings
per share
after tax
(shares in thousands)
(in dollars)
$ 395,172
139,707
$
2.83
$ 395,172
139,707
-
401
-
6
22,728
29,769
$ 417,900
169,883
$
2.46
Year ended December 31, 2019
Amount
Weighted average
number of ordinary
shares outstanding
Earnings
per share
after tax
(shares in thousands)
(in dollars)
$ 395,172
139,707
$
2.83
$ 395,172
139,707
-
401
-
6
22,728
29,769
$ 417,900
169,883
$
2.46

Amount
after tax
$ 395,172
$ 395,172
-
-
22,728
$ 417,900

Weighted average
number of ordinary
shares outstanding
(shares in thousands)

139,707

139,707

401

6

29,769

169,883

Because employees’ compensation may be distributed in the form of shares, the calculation of diluted earnings per share assumes that employees’ compensation would be distributed entirely in shares. These dilutive potential common shares are included in the weighted average number of outstanding shares when calculating diluted earnings per share. When calculating basic earnings per share, shares issued as part of employees’ compensation are included in the weighted average number of outstanding shares only if the number of such shares have been confirmed and resolved by the shareholders. Shares issued as part of employees’ compensation are not considered bonus shares, therefore no retrospective adjustment is applied when calculating basic and diluted earnings per share.

(23) Changes in liabilities from financing activities

January 1, 2020
Changes in cash flow
from financing
activities
Changes in other non-
cash items
December 31, 2020
Short-term
borrowings
$
-
100,000
-
(
$ 100,000
Bonds payable
$
1,159,471
901,126

571,789)
$
1,488,808
Long-term
borrowings
Lease liability
$ 1,440,000
$ -
(
72,000) (
4,007)
-
21,054

$ 1,368,000
$
17,047
Total liabilities
from financing
activities
$ 2,599,471
925,119
(
550,735)
$ 2,973,855

-267-

January 1, 2019
Changes in cash flow
from financing
activities
(
December 31, 2019
Short-term
borrowings
$ 180,000

180,000)
$
-
Bonds payable
$
1,159,471
-
$
1,159,471
Long-term
borrowings
$ 1,440,000
-
$ 1,440,000
Lease liability
$ -
-
(
$
-
Total liabilities
from financing
activities
$ 2,779,471

180,000)
$ 2,599,471

7. RELATED PARTY TRANSACTIONS

(1) Parent and ultimate controlling party

The Company’s stocks are held by the public, so it has neither an ultimate parent company nor ultimate controlling party.

(2) Names of related parties and relationship

Names of related parties and relationship
Names of related parties
Chiu Ho Medical System Co., Ltd.
Tomorrow Medical System Co., Ltd.
Chiu Ho Scientific Co., Ltd.
Chiu Ho Biotech Co., Ltd.
Shin-Ho Instruments Co., Ltd.
Tong-Lin Instruments Co., Ltd.
Hua Lin Instruments Co., Ltd.
Hsin Lin Biotech Co., Ltd.
E Century Healthcare Corporation
J. Ab Beauty Co., Ltd. (Note)
Medlink Healthcare Limited
Hsing-Yeh Biotechnology Co., Ltd.
SenCare Healthcare Company
CHC Long-Term Care Corporation
Relationship with the Company

Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary

Note: The shareholders resolved to dissolve the Company’s subsidiary, J. Ab Beauty Co., Ltd., at their meeting on April 20, 2018. Consequently, the Company no longer controls J. Ab Beauty Co., Ltd. thereafter. The liquidation of J. Ab Beauty Co., Ltd. was completed on July 23, 2019.

-268-

(3) Significant transactions and balances with related parties

A. Management service revenues (shown as ‘Operating revenue’)

Sales of services
Chiu Ho Medical System Co., Ltd.
Tomorrow Medical System Co., Ltd.
Hua Lin Instruments Co., Ltd.
E Century Healthcare Corporation
Hsing-Yeh Biotechnology Co., Ltd.
Others
Years ended December 31,
2020
2019
$
52,200
$
44,640
21,666
16,080
8,271
11,160
11,751
12,720
10,026
10,200
31,215
19,200
$
135,129
$
114,000
Years ended December 31,
2020
2019
$
52,200
$
44,640
21,666
16,080
8,271
11,160
11,751
12,720
10,026
10,200
31,215
19,200
$
135,129
$
114,000

2020
$
52,200
21,666
8,271
11,751
10,026
31,215
$
135,129

Management service revenue pertains to revenue arising from administrative resources, technical consultation on medical practices and management services rendered by the Company to related parties and the prices and payment terms are decided by both parties.

B. Rent expenses (shown as ‘Operating costs’)

Rent expenses (shown as‘Operating costs’)
Lease objects
Lessors
Leasing period
Land and
Buildings
Chiu Ho Medical
System Co., Ltd.
2020.1.1~2020.12.31
Chiu Ho Scientific
Co., Ltd.
2019.1.1~2019.12.31
Years ended December 31,
2020
2019
$
568 $
840
263
480
$
831
$
1,320

2020
$
568
263
$
831

The Company paid rent monthly.

C. Property transactions

Disposal of property, plant and equipment:

Property transactions
Disposal of property, plant and equipment:
Chiu Ho Medical System Co., Ltd. Year ended December 31, 2020

Disposal proceeds
$
23

Gain (loss)
on disposal

$
-

There was no disposal of property, plant and equipment to related parties for the year ended December 31, 2019.

D. Other receivables due from related parties

  • (a) Loans to related parties (including interest receivable)
Tomorrow Medical System Co., Ltd.
Chiu Ho Medical System Co., Ltd.
Others
December 31, 2020
$
121,349
232,939
87,864
$
442,152
December 31, 2019
$
191,874
-
96,994
$
288,868

-269-

Interest income
Chiu Ho Medical System Co., Ltd.
Tomorrow Medical System Co., Ltd.
Chiu Ho Scientific Co., Ltd.
Others
Years ended December 31,
2020
2019
$
3,503
$
3,597
4,012
5,641
739
656
1,391
886
$
9,645
$
10,780

2020
$
3,503
4,012
739
1,391
$
9,645

The loans lent to subsidiaries are repayable within 1 year and the interest rate is at 2% per annum for both years ended December 31, 2020 and 2019.

  • (b) Proceeds from liquidation of investee transferred to other receivables

  • J. Ab Beauty Co., Ltd.

December 31, 2020
$
369
December 31, 2019
$
369
  • E. Lease transactions lessee

  • (a) The Company leases offices from related parties. Rental contracts are all typically made for periods of 3 years. Rents are determined according to the market price and paid monthly.

  • (b) Acquisition of right-of-use assets

Chiu Ho Medical System Co., Ltd.
Lease liabilities
i.
Outstanding balance
Chiu Ho Medical System Co., Ltd.
ii.
Interest expense
Chiu Ho Medical System Co., Ltd.
Year ended
December 31, 2020
$
21,054
December 31, 2020
$
17,047
Year ended
December 31, 2020
$
193
  • (c) Lease liabilities

  • ii. Interest expense

Chiu Ho Medical System Co., Ltd.

F. Others

  • (a) Capital increase of subsidiaries
Company name
Chiu Ho Medical
System Co., Ltd.
Tomorrow Medical
System Co., Ltd.
Shin-Ho Instruments
Co., Ltd.
Year ended December 31, 2020
Total
transaction
amount
Percentage of
ownership before
capital increase
Percentage of
ownership after
capital increase
$ 575,400
100%
100%
250,000
100%
100%
110,000
100%
100%
$ 935,400
Capital
increase price
per share
(in dollars)
$
10
10
10

Total
transaction
amount
$ 575,400
250,000
110,000
$ 935,400

-270-

For the year ended December 31, 2019, the Company had no additional investment in subsidiaries.

(b) Proceeds from capital reduction of subsidiaries

Company name
Hua Lin Instruments Co.,
Ltd.
Chiu Ho Biotech Co.,
Ltd.
Hsin Lin Biotech Co.,
Ltd.
Year ended December 31, 2020
Percentage
of capital
reduction
Total
transaction
amount

12.59% $ 70,000
-
-
-
-
$
70,000
Year ended December 31, 2019
Percentage
of capital
reduction
Total
transaction
amount

- $
-

10.81%
40,000

20%
20,000
$
60,000

Percentage
of capital
reduction

12.59%
-
-

Percentage
of capital
reduction

-

10.81%

20%

G. Endorsements and guarantees provided to related parties

  • (a) As of December 31, 2020 and 2019, the balances of financial guarantees provided by the Company to other subsidiaries as collateral for bank borrowings are as follows.
Chiu Ho Medical System Co., Ltd.
Tomorrow Medical System Co., Ltd.
Others
December 31, 2020
$
1,562,000
1,520,000
335,480
$
3,417,480
December 31, 2019
$
1,792,000
1,520,000
351,980
$
3,663,980
  • (b) As of December 31, 2020 and 2019, the Company and its subsidiary, Tomorrow Medical System Co., Ltd., signed a syndicated loan agreement with First Commercial Bank, and the total syndicated loan amounted to $2,440,000. This syndicated loan is jointly guaranteed by the Company and the Company’s chairman, Mr. Pei-Lin Lee, and pledged the land and buildings of the subsidiary, Hsing-Yeh Biotechnology Co., Ltd., as collateral.

(4) Key management compensation

Key management compensation
Salaries and other short-term employee benefits
Post-employment benefits
Share-based payments
Years ended December 31,
2020
2019
$
41,123
$
32,001
324
216
466
607
$
41,913
$
32,824

2020
$
41,123
324
466
$
41,913

-271-

8. PLEDGED ASSETS

The Company’s assets pledged as collateral are as follows:

Assets Book value
December 31, 2019
$
50,098
7,000
$
57,098
Purpose
December 31, 2020

$
-
6,300
$
6,300
Financial assets at amortised cost – current
- Time deposits
Other non-current assets
- Restricted bank deposits

Performance guarantee
Collateral for long-term
borrowings

9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT COMMITMENTS

Except for significant commitment and guarantees and endorsements provided to related parties described in Notes 6(8)(9) and 7(3)G, the Company has no other significant commitments and contingencies.

10. SIGNIFICANT DISASTER LOSS

None.

11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE

None.

12. OTHERS

(1) Capital management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

-272-

(2) Financial instruments

A. Financial instruments by category

Financial assets
Financial assets at fair value through profit
or loss
Financial assets mandatorily measured at
fair value through profit or loss
Financial assets at fair value through other
comprehensive income
Designation of equity instrument
Financial assets at amortised cost
Cash and cash equivalents
Financial assets at amortised cost
Other receivables (including related
parties)
Other financial assets (shown as ‘other
non-current assets - other’)
Guarantee deposits paid
Financial liabilities
Financial liabilities at amortised cost
Short-term borrowings
Notes payable
Other payables
Bonds payable (including current portion)
Long-term borrowings (including current
portion)
Lease liability
December 31, 2020
$
106,600
$
16,740
$
145,791
-
443,021
6,300
-
$
595,112
$
100,000
135
20,919
1,488,808
1,368,000
$
2,977,862
$
17,047
December 31, 2019
$
71,369
$
7,356
$
208,236
53,096
290,153
7,000
392
$
558,877
$
-
595
20,664
1,159,471
1,440,000
$
2,620,730
$
-
  • B. Financial risk management policies

  • (a) The Company’s operating activities expose it to a variety of financial risks, including market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. The Company’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company’s financial position and financial performance.

  • (b) Risk management is carried out by the Company treasury department under policies approved by the Board of Directors. The Company treasury identifies, evaluates and hedges financial risks in close cooperation with the Company’s operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as credit risk.

-273-

  • C. Significant financial risks and degrees of financial risks

  • (a) Market risk

Foreign exchange risk

  • i. The Company conducts business worldwide and imports state-of-the-art medical equipment and supplies from various countries and is therefore exposed to foreign exchange rate risk from multiple foreign currencies, primarily the US dollar and HKD. Foreign exchange rate risk arises from net investments in foreign operations.

  • ii. The Company’s businesses involve some non-functional currency operations (the Company’s functional currency: NTD). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

(Foreign currency:
functional currency)
Financial assets
Monetary items
USD:NTD
HKD:NTD
Non-monetary
items
USD:NTD
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD:NTD
Non-monetary
items
USD:NTD
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD:NTD
HKD:NTD
Non-monetary
items
USD:NTD
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD:NTD
Non-monetary
items
USD:NTD
December 31, 2020
Foreign
currency
amount
Exchange
Book value
(in thousands)
rate
(NTD)
$
15 28.48 $
427
27,091
3.67 99,424
14,435 28.48 411,109
December 31, 2019
Foreign
currency
amount
Exchange
Book value
(in thousands)
rate
(NTD)
$
119 29.98 $
3,568
14,134 29.98 423,736
December 31, 2020
Foreign
currency
amount
Exchange
Book value
(in thousands)
rate
(NTD)
$
15 28.48 $
427
27,091
3.67 99,424
14,435 28.48 411,109
December 31, 2019
Foreign
currency
amount
Exchange
Book value
(in thousands)
rate
(NTD)
$
119 29.98 $
3,568
14,134 29.98 423,736
Year ended December 31, 2020
Sensitivity analysis
Effect on
Extent of
profit
variation
or loss
1%
$
4
1%
994
Year ended December 31, 2019
Sensitivity analysis
Effect on
Extent of
profit
variation
or loss

1%
$
36

Foreign
currency
amount
(in thousands)
$
119
14,134

Exchange
rate
29.98
29.98

Extent of
variation

1%





  • iii. The total exchange loss, including realised and unrealised arising from significant foreign exchange variation on the monetary items held by the Company for the years ended December 31, 2020 and 2019, amounted to ($4,543) and ($103), respectively.

Price risk

  • i. The Company is exposed to equity price risk from its investments classified on the consolidated balance sheet either as financial assets measured at fair value through profit or loss and financial assets measured at fair value through other comprehensive

-274-

income. The Company is not exposed to commodity price risk. To manage its price risk arising from investments in equity securities, the Company has set stop-loss points and therefore does not expect to incur significant losses from equity price risk.

  • ii. The Company’s investments in equity securities comprise domestic and foreign listed and unlisted stocks. The prices of equity securities would change due to the change of the future value of investee companies. If the prices of these equity securities had increased/decreased by 10% with all other variables held constant, post-tax profit for the years ended December 31, 2020 and 2019 would have increased/decreased by $10,600 and $7,137, respectively, as a result of gains/losses on equity securities classified as at fair value through profit or loss. Other components of equity would have increased/decreased by $1,674 and $736, respectively, as a result of other comprehensive income classified as equity investment at fair value through other comprehensive income.

Cash flow and fair value interest rate risk

  • i. The Company’s interest rate risk arises from long-term borrowings. Long-term borrowings issued at variable rates expose the Company to cash flow interest rate risk, which is partially offset by cash and cash equivalents held at variable rates. The Company’s borrowings at variable rates are primarily denominated in NTD.

  • ii. If the borrowing interest rate had increased/decreased by 1% with all other variables held constant, profit, net of tax for the year ended December 31, 2020 and 2019 would have decreased/increased by $13,680 and $14,400, respectively. The main factor is that changes in interest expense result from floating rate borrowings.

  • (b) Credit risk

The Company provides endorsements and guarantees based on the Company’s policies and procedures on endorsements and guarantees, either to subsidiaries. No collateral is requested for the endorsements and guarantees as the Company can control the credit risk of the subsidiary. The maximum credit risk is the guaranteed amount.

  • (c) Liquidity risk

  • i. Cash flow forecasting is performed in the operating entities of the Company and aggregated by Company treasury. Company treasury monitors rolling forecasts of the Company’s liquidity requirements to ensure it has sufficient cash to meet operational needs. Such forecasting takes into consideration the Company’s debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets.

  • ii. The table below analyses the Company’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the expected or contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

-275-

Non-derivative financial liabilities:

December 31, 2020
Short-term borrowings
Notes payable
Other payables
Lease liability
Bonds payable and embedded
derivative instruments
Long-term borrowings (including
current portion)
Non-derivative financial liabilities:
December 31, 2019
Notes payable
Other payables
Bonds payable and embedded
derivative instruments
Long-term borrowings (including
current portion)
Less than
1 year
$ 100,525
135
20,919
7,596
-
167,395
Less than
1 year
$
595
20,450
1,169,700
97,629
Between 1
and 2 years
$
-
-
-
7,200
-
164,843
Between 1
and 2 years
$
-

-

-

167,395
Between 2
and 5 years
$
-
-
-
3,000
1,537,875
1,096,909
Between 2
and 5 years
$
-

-

-

1,261,752

(3) Fair value information

  • A. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:

  • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Company’s investment in listed stocks is included in Level 1.

  • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

  • Level 3: Unobservable inputs for the asset or liability. The fair value of the Company’s investment in equity investment without active market is included in Level 3.

  • B. The carrying amount of a financial instrument not measured at fair value is a reasonable approximation of its fair value. Such financial instruments include cash and cash equivalents, other receivables (including those from related parties), guarantee deposits paid, short-term borrowings, notes payable, other payables, long-term borrowings (including the portion due within one year or one business cycle) and bonds payable (including the portion due within one year or one business cycle).

  • C. The related information on financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities are as follows:

  • (a) The related information on the nature of the assets and liabilities is as follows:

-276-

December 31, 2020
Assets
Recurring fair value
measurements
Financial assets at fair
value through profit or loss
Equity securities
Derivative instruments
Financial assets at fair value
through other comprehensive
income
Equity securities
December 31, 2019
Assets
Recurring fair value
measurements
Financial assets at fair
value through profit or loss
Equity securities
Derivative instruments
Financial assets at fair value
through other comprehensive
income
Equity securities
Level 1
$ 106,000
-
16,740
$ 122,740
Level 1
$ 71,299
-
7,356
$ 78,655
Level 2
$
-
-
-
$
-
Level 2
$
-
-
-
$-
Level 3
$
-
600
-
$
600
Level 3
$
-
70
-
$ 70
Total
$ 106,000
600
16,740
$ 123,340
Total
$ 71,299
70
7,356
$ 78,725
  • (b) The methods and assumptions the Company used to measure fair value are as follows:

    • i. Listed stocks are instruments whose fair values are measured using quoted market prices (that is, Level 1). The quoted market prices used for these stocks are the closing prices on the balance sheet date.

    • ii. Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes.

  • D. For the years ended December 31, 2020 and 2019, there was no transfer between Level 1 and Level 2.

  • E. The following chart is the movement of Level 3 for the years ended December 31, 2020 and 2019.

Derivative financial instruments

2020 2019
At January 1 $ 70 $ 492
Gains and losses recognised in profit or loss ( 520) ( 422)
Issuance of convertible bonds 1,050 -
At December 31 $ 600 $ 70

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  • F. For the years ended December 31, 2020 and 2019, there was no transfer into or out from Level 3.

  • G. Financial accounting department is in charge of valuation procedures for fair value measurements being categorised within Level 3, which is to verify independent fair value of financial instruments. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions and performing reviews regularly.

  • H. The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:

Significant Range Relationship of Fair value at Valuation unobservable (weighted inputs to December 31, 2020 technique input average) fair value Hybrid instrument: Convertible $ 600 Binomial Volatility 31.70% The higher the bond Model Discount rate (31.70%) volatility, the higher 0.5549% the fair value; The (0.5549%) higher the discount rate, the lower the fair value Significant Range Relationship of Fair value at Valuation unobservable (weighted inputs to December 31, 2019 technique input average) fair value Hybrid instrument: Convertible $ 70 Binomial Volatility 25.71% The higher the bond Model Discount rate (25.71%) volatility, the higher 0.7383% the fair value; The (0.7383%) higher the discount rate, the lower the fair value

  • I. The Company has carefully assessed the valuation models and assumptions used to measure fair value. However, use of different valuation models or assumptions may result in different measurement. For financial assets and financial liabilities classified as Level 3, an increase or decrease in their valuation parameter by 1% would have no material impact on gain or loss and other comprehensive income as at December 31, 2020 and 2019.

13. SUPPLEMENTARY DISCLOSURES

(1) Significant transactions information

  • A. Loans to others: Please refer to table 1.

  • B. Provision of endorsements and guarantees to others: Please refer to table 2.

  • C. Holding of marketable securities at the end of the period (not including subsidiaries, associates

-278-

and joint ventures): Please refer to table 3.

  • D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company’s paid-in capital: None.

  • E. Acquisition of real estate reaching $300 million or 20% of paid-in capital or more: None.

  • F. Disposal of real estate reaching $300 million or 20% of paid-in capital or more: None.

  • G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 4.

  • H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 5.

  • I. Trading in derivative instruments undertaken during the reporting periods: Please refer to Notes 6(2)(8), and 12(3).

  • J. Significant inter-company transactions during the reporting period: None exceeds $100 million.

(2) Information on investees

Information on investee companies (not including investees in Mainland China) Please refer to table 6.

(3) Information on investments in Mainland China

  • A. Basic information: Please refer to table 7.

  • B. Limits on investments in Mainland China: Please refer to table 7.

  • C. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: None exceeds $100 million.

(4) Major shareholders information

Please refer to table 8.

14. SEGMENT INFORMATION

Segment information is presented in the consolidated financial statements in accordance with the regulations of IFRS 8.

-279-

Loans to others

Table 1

CHC Healthcare Group

For the year ended December 31, 2020

Expressed in thousands of NTD (Except as otherwise indicated)

No.
(Note 1)
Creditor Borrower General ledger
account
Is a
related
party
Maximum
outstanding
balance during the
year ended
December 31,
2020
Balance at
December 31,
2020
Actual amount
drawn down
Interest
rate
Nature of loan Amount of
transactions
with the
borrower
Reason for
short-term
financing
Allowance
for
doubtful
accounts
Coll ateral Limit on loans
granted to a
single party
(Note 2)
Ceiling on total
loans granted
(Note 3)
Footnote
Item Value
0
0
0
0
0
0
1
2
The Company
The Company
The Company
The Company
The Company
The Company
Chiu Ho Scientific
Co., Ltd.
Hsing-Yeh
Biotechnology Co.,
Ltd.
Chiu Ho Medical
System Co., Ltd.
Chiu Ho Scientific
Co., Ltd.
Shin-Ho Instruments
Co., Ltd.
Tomorrow Medical
System Co., Ltd.
Medlink Healthcare
Limited
Hsing-Yeh
Biotechnology Co.,
Ltd.
High-End Vision
Eye Center
Yeezen General
Hospital
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Y
Y
Y
Y
Y
Y
Y
Y
380,000
$ 130,000
30,000
500,000
100,000
150,000
4,500
198,000
380,000
$ 80,000
30,000
500,000
50,000
150,000
4,500
169,000
1,363,500
$
230,000
$ 40,000
-
120,000
32,000
15,000
4,500
169,000
2%
2%
2%
2%
2%
2%
2.5%
2.5%
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Business
transaction
Business
transaction
-
$ -
-
-
-
-
6,102
210,833
Operation
Operation
Operation
Operation
Operation
Operation
-
-
-
$ -
-
-
-
-
-
-
None
None
None
None
None
None
None
None
-
$ -
-
-
-
-
-
-
584,743
$ 584,743
584,743
584,743
584,743
584,743
6,102
199,208
2,338,974
$ 2,338,974
2,338,974
2,338,974
2,338,974
2,338,974
62,048
398,416
610,500
$

Note 1: The numbers filled in for the loans provided by the Company or subsidiaries are as follows:

  • (1) The Company is ‘0’.

  • (2) The subsidiaries are numbered in order starting from ‘1’.

Note 2: (1) In accordance with the Company's lending policies and procedures, the credit limit for each type of borrower is set as follows:

  • A. For borrowers with which the Company has a business relationship, the individual loan amount cannot exceed the total transaction amount with the Company in the most recent year.

  • B. For borrowers with short-term financing needs, the individual loan amount cannot exceend 10% of the Company's net assets according to the most recent financial statements.

  • (2) In accordance with the lending policies and procedures of the Company's subsidiary, the credit limit for each type of borrower is set as follows:

  • A. For borrowers with which the subsidiary has a business relationship, the individual loan amount cannot exceed the total transaction amount with the subsidiary in the most recent year.

  • B. The total loan amount granted to a single party cannot exceed 20% of the subsidiary's net assets according to the most recent financial statements.

Note 3: (1) Limit on total loans granted by the Company: Total loan amount cannot exceed 40% of the Company's net assets according to the most recent financial statements.

  • (2) Limit on total loans granted by the Company's subsidiary: Total loan amount cannot exceed 40% of the subsidiary's net assets according to the most recent financial statements.

Table 2

Expressed in thousands of NTD

CHC Healthcare Group

Provision of endorsements and guarantees to others

For the year ended December 31, 2020

(Except as otherwise indicated)

No.
(Note1)
Endorser/
guarantor
Party being
endorsed/guaranteed
Party being
endorsed/guaranteed
Limit on
endorsements/
guarantees
provided for a
single party
(Note 3)
Maximum
outstanding
endorsement/
guarantee
amount as of
December31,2020
Outstanding
endorsement/
guarantee
amount at
December31,2020
Actual amount
drawndown
Amount of
endorsements/
guarantees
secured with
collateral
Ratio of
accumulated
endorsement/
guarantee
amount to net
asset value of
the endorser/
guarantor
company
Ceiling on
total amount of
endorsements/
guarantees
provided
(Note4)
Provision of
endorsements/
guarantees by
parent
company to
subsidiary
(Note 5)
Provision of
endorsements/
guarantees by
subsidiary to
parent
company
(Note 5)
Provision of
endorsements/
guarantees to
the party in
Mainland
China
(Note 5)
Footnote
Companyname Relationship
with the
endorser/
guarantor
(Note2)
0
0
0
0
0
1
1
2
The Company
The Company
The Company
The Company
The Company
Hsing-Yeh
Biotechnology Co.,
Ltd.
Hsing-Yeh
Biotechnology Co.,
Ltd.
Chiu Ho (CHINA)
Medical
Technology Co.,
Ltd.
Chiu Ho Medical
System Co., Ltd.
Tomorrow Medical
System Co., Ltd.
Chiu Ho Scientific
Co., Ltd.
E Century Healthcare
Corporation
Hsing-Yeh
Biotechnology Co.,
Ltd.
The Company
Tomorrow Medical
System Co., Ltd.
CHC (Guangzhou)
Medical Technology
Co., Ltd.
2
2
2
2
2
3
4
4
11,694,873
$ 11,694,873
11,694,873
11,694,873
11,694,873
1,992,084
1,992,084
254,479
1,822,000
$ 1,520,000
295,250
57,000
100,000
828,236
575,164
43,790
1,562,000
$ 1,520,000
178,480
57,000
100,000
828,236
575,164
43,770
4,864,650
$
228,344
$ 947,113
14,999
11,214
13,023
786,824
532,371
-
2,533,888
$
-
$ -
-
-
-
828,236
575,164
-
26.71%
25.99%
3.05%
0.97%
1.71%
83.15%
57.74%
34.40%
17,542,309
$ 17,542,309
17,542,309
17,542,309
17,542,309
2,988,126
2,988,126
381,718
$
Y
Y
Y
Y
Y
N
N
N
N
N
N
N
N
Y
N
N
N
N
N
N
N
N
N
Y
1,403,400
$

Note 1: The numbers filled in for the endorsements/guarantees provided by the Company or subsidiaries are as follows: (1) The Company is ‘0’.

(2) The subsidiaries are numbered in order starting from ‘1’.

  • Note 2: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following seven categories; fill in the number of category each case belongs to: (1) Having business relationship.

  • (2) The endorser/guarantor parent company owns directly and indirectly more than 50% voting shares of the endorsed/guaranteed subsidiary.

  • (3) The endorsed/guaranteed company owns directly and indirectly more than 50% voting shares of the endorser/guarantor parent company.

  • (4) The endorser/guarantor parent company owns directly and indirectly more than 90% voting shares of the endorsed/guaranteed company.

  • (5) Mutual guarantee of the trade made by the endorsed/guaranteed company or joint contractor as required under the construction contract.

  • (6) Due to joint venture, all shareholders provide endorsements/guarantees to the endorsed/guaranteed company in proportion to its ownership.

  • (7) Joint guarantee of the performance guarantee for pre-sold home sales contract as required under the Consumer Protection Act.

  • Note 3: (1) In accordance with the Company's policies and procedures on endorsements and guarantees, the endorsement or guarantee amount for a single party cannot exceed 200% of the Company's net assets according to the most recent financial statements.

  • (2) In accordance with the policies and procedures on endorsements and guarantees provided by the Company's subsidiary, the endorsement or guarantee amount for a single party cannot exceed 200% of the subsidiary's net assets according to the most recent financial statements.

  • (3) In accordance with the Company's policies and procedures on endorsements and guarantees, the total endorsement or guarantee amount for a single party provided by the Company and its subsidiaries cannot exceed 200% of the Company's net assets according to the most recent financial statements.

  • Note 4: (1) In accordance with the Company's policies and procedures on endorsements and guarantees, the total endorsement and guarantee amount provided to external parties cannot exceed 300% of the Company's net assets according to the most recent financial statemetns.

  • (2) In accordance with policies and procedures on endorsements and guarantees provided by Company's subsidiary, the total endorsement and guarantee amount provided to external partines cannot exceed 300% of the subsidiary's net assets according to the most recent financial statements.

  • (3) In accordance with the Company's policies and procedures on endorsements and guarantees, the total endorsement and guarantee amount provided to external parties by the Company and its subsidiaries cannot exceed 300% of the net assets of the Company according to the most recent financial statements.

  • Note 5: Fill in ‘Y’ for those cases of provision of endorsements/guarantees by listed parent company to subsidiary and provision by subsidiary to listed parent company, and provision to the party in Mainland China.

CHC Healthcare Group

Table 3

Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures)

December 31, 2020

Expressed in thousands of NTD

(Except as otherwise indicated)

Securities held by Marketable securities Relationship with the
securities issuer
General
ledger account
As of December 31,2020 As of December 31,2020 Footnote
Number of shares Book value Ownership (%) Fair value
The Company
The Company
Chiu Ho Medical System Co.,
Ltd.
Chiu Ho Medical System Co.,
Ltd.
Stocks–Taiwan Semiconductor
Manufacturing Co., Ltd.
Stocks–S&S Healthcare
Holding Ltd. (Note)
Stocks–Huede Healthtech Co.,
Ltd.
Stocks–AESolution
Biomedical Co., Ltd.
-
The Company's chairman and the
investee's chairman are the same person
-
The Company's chairman and the
investee's chairman are the same person
Financial asset at fair value
through profit or loss-current
Financial assets at fair value
through other comprehensive
income - non-current
Financial assets at fair value
through other comprehensive
income - non-current
Financial assets at fair value
through other comprehensive
income - non-current
200,000
1,988,100
200,000
855,400
106,000
$ 16,740
-
19,041
0.00%
3.03%
6.06%
6.69%
106,000
$ 16,740
-
19,041

Note: Formerly named as Swissray Global Healthcare Holding Ltd. and was renamed as S&S Healthcare Holding Ltd. as resolved by the shareholders at their meeting on June 30, 2020.

CHC Healthcare Group

Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more

For the year ended December 31, 2020

Table 4
Purchaser/seller
Counterparty Relationship with the
counterparty
Transaction Transaction Differences in transaction
terms compared to third
partytransactions
Differences in transaction
terms compared to third
partytransactions
Percentage of
total notes/accounts
Balance
receivable(payable)
Footnote
Notes/accounts receivable(payable)
Expressed in thousands of NTD
(Except as otherwise indicated)
Percentage of
total notes/accounts
Balance
receivable(payable)
Footnote
Notes/accounts receivable(payable)
Expressed in thousands of NTD
(Except as otherwise indicated)
Percentage of
total notes/accounts
Balance
receivable(payable)
Footnote
Notes/accounts receivable(payable)
Expressed in thousands of NTD
(Except as otherwise indicated)
Purchases
(sales)
Amount Percentage of
total purchases
(sales)
Credit term Unitprice Credit term Balance Percentage of
total notes/accounts
receivable(payable)
Hsing-Yeh Biotechnology
Co., Ltd.
Yeezen General Hospital Substantive related
party
Sale of goods 210,834
$
97% 6 months - - 203,014
$
86% Note

Note 1: Sales amount includes rental revenue.

Note 2: Notes and accounts receivable include lease payments receivable.

CHC Healthcare Group

Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more

December 31, 2020

December 31, 2020
Table 5
Creditor
Counterparty Relationship
withthe counterparty
Balance as atDecember31,2020 Turnover rate
(Note1)
Overduereceivables Amount collected
subsequent to the
balance sheet date
Allowance for
(Note2)
doubtfulaccounts
Expressed in thousands of NTD
(Except as otherwise indicated)
Amount Actiontaken
Hsing-Yeh Biotechnology Co.,
Ltd.
Hsing-Yeh Biotechnology Co.,
Ltd.
The Company
The Company
Yeezen General Hospital
Yeezen General Hospital
Chiu Ho Medical System Co., Ltd.
Tomorrow Medical System Co.,
Ltd.
Substantive related
party
Substantive related
party
Subsidiary
Subsidiary
Notes and accounts receivable
(including lease payments receivable):
$203,014
Other receivables:$169,000
Other receivables:$230,000
Other receivables:$120,000
0.97
0.00
0.00
0.00
68,788
$ -
-
-
In collection
-
-
-
40,311
$ 59,000
-
70,000
-
$ -
-
-

Note 1: Turnover rate of 0.00 was caused by the receivables amount recorded as other receivables in the parent company only financial statements, and thus the turnover rate is not applicable. Note 2: The subsequent collections were amounts collected as of March 19, 2021.

CHC Healthcare Group

Information on investees

For the year ended December 31, 2020


-286-
Table 6
Investor
Investee Location Main business
activities
Initial investment amount Initial investment amount Shareshe ld as atDecember 31,2020 Net profit (loss)
of the investee for the year
endedDecember31,2020
Investment income (loss)
recognised by the Company
for the year ended
December31,2020
Footnote
Expressed in thousands of NTD
(Except as otherwise indicated)
Investment income (loss)
recognised by the Company
for the year ended
December31,2020
Footnote
Expressed in thousands of NTD
(Except as otherwise indicated)
Balance
as atDecember31,2020
Balance
as atDecember31,2019
Numberofshares Ownership (%) Bookvalue
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
CHC
Healthcare
(BVI) Limited
Chiu Ho Medical
System Co., Ltd.
Tomorrow
Medical System
Co., Ltd.
Chiu Ho Scientific
Co., Ltd.
Chiu Ho Biotech
Co., Ltd.
Shin-Ho
Instruments Co.,
Ltd.
Tong-Lin
Instruments Co.,
Ltd.
Hua Lin
Instruments Co.,
Ltd.
Hsin Lin Biotech
Co., Ltd.
E Century
Healthcare
Corporation
CHC Healthcare
(BVI) Limited
CHC Healthcare
(HK) Limited
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
British
Virgin
Islands
Hong Kong
Medical
instrument sale,
leasing and
services
Medical
instrument sale,
leasing and
services
Ophthalmic
equipment sale,
leasing and
services
Medical
instrument leasing
Medical
instrument leasing
Medical
instrument leasing
Medical
instrument leasing
Medical
instrument leasing
Medical
instrument leasing
Holdings and
indirect
investments
Medical
instrument sale,
leasing and
services
2,956,388
$ 413,484
151,422
317,182
119,171
371,183
451,815
85,929
556,151
522,432
3,697
2,380,988
$ 163,484
151,422
317,182
9,171
371,183
521,815
85,929
556,151
522,432
3,891
377,540,000
70,800,000
9,853,841
33,000,000
11,300,000
40,000,000
48,600,000
8,000,000
60,000,000
940
100,000
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
4,257,012
$ 794,631
155,121
346,921
115,048
480,835
584,091
82,199
812,228
411,100
37,702
177,275
$ 17,137
30,487
7,736
2,883)
(
38,916
37,210
5,449
81,254
16,318)
(
186)
(
166,415
$ 17,137
30,487
7,736
2,883)
(
38,959
37,210
5,449
81,254
16,318)
(
143)
(
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
(Note 1)
Subsidiary

-287-
Investor Investee Location Main business
activities
Initial investment amount Initial investment amount Shareshe ld as atDecember 31,2020 Net profit (loss)
of the investee for the year
endedDecember31,2020
Investment income (loss)
recognised by the Company
for the year ended
December31,2020
Footnote
Balance
as atDecember31,2020
Balance
as atDecember31,2019
Numberofshares Ownership (%) Bookvalue
Chiu Ho
Medical
System Co.,
Ltd.
Chiu Ho
Medical
System Co.,
Ltd.
Chiu Ho
Medical
System Co.,
Ltd.
Medlink
Healthcare
Limited
Hsing-Yeh
Biotechnology
Co., Ltd.
SenCare
Healthcare
Company
Medlink
Healthcare Limited
SenCare
Healthcare
Company
PT CHC Medika
Indonesia
Hsing-Yeh
Biotechnology Co.,
Ltd.
CHENG-HSIN
Biotechnology Co.,
Ltd.
CHC Long-term
Care Corporation
Taiwan
Taiwan
Indonesia
Taiwan
Taiwan
Taiwan
Medical
instrument sale
Consulting
service and
elderly residence
Medical
instrument leasing
Medical
instrument sale
and leasing ; drug
sale
Management
consulting
services and retail
sales of food
products and
drugs
Long-term care
services
1,545,300
$ 194,000
3,398
1,513,464
12,000
31,040
1,545,300
$ 194,000
2,768
1,513,464
12,000
31,040
154,125,000
19,400,000
1,568
93,600,000
1,200,000
-
100.00%
65.99%
100.00%
100.00%
40.00%
97.00%
1,588,367
$ 192,021
313)
(
1,615,034
-
30,554
29,756
$ 348
1,547)
(
35,434
9,076)
(
461)
(
29,756
$ 229
1,547)
(
30,891
276)
(
447)
(
Subsidiary
Subsidiary
Subsidiary
(Note 1)
Subsidiary
Associate
Subsidiary
(Note 2)

Note 1: Indirect investment company is organised as a limited liability company. Note 2: Investee was organised as an associate.

CHC Healthcare Group

Information on investments in Mainland China

For the year ended December 31, 2020

Table 7
Investee in
Mainland China
Main business
activities
Paid-in capital Investment
method
(Note 1)
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of January 1,
2020
Amount remitte
to Mainla
Amount rem
to Taiwan f
ended Decem
d from Taiwan
nd China/
itted back
or the year
ber 31,2020
Accumulated
amount
of remittance
from Taiwan to
Mainland China
as of December 31,
2020
Net income of
investee for the
year ended
December 31,2020
Ownership
held by
the
Company
(direct or
indirect)
Investment income
(loss) recognised
by the Company
for the year
ended December
31, 2020
(Note 2)
Book value of
investments in
Mainland China
as of December 31,
2020
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
December 31,2020
Expressed in thous
(Except as otherw
Footnote
ands of NTD
ise indicated)
Remitted to
Mainland China
Remitted back
to Taiwan
CHC
(Guangzhou)
Medical
Technology Co.,
Ltd.
Medical instrument
sale, leasing and
services
Chiu Ho
(CHINA)
Medical
Technology Co.,
Ltd.
Medical instrument
sale, leasing and
services
Companyname
270,639
$ 214,865
Accumula
Decemb
to Mainla
remittanc
(2) Indirect
investment through
CHC(BVI), a wholly-
owned subsidiary of
the Company
(2) Indirect
investment through
CHC(BVI), a wholly-
owned subsidiary of
the Company
ted amount of
er 31,2020
nd China as of
e from Taiwan
270,639
$ 214,865
Economic af
Commission o
by the I
Investment a
-
$ -
fairs(MOEA)
f the Ministry of
nvestment
mount approved
-
$ 270,639
$ -
214,865
Ceiling on
Commission of MOEA(Note 3)
imposed by the Investment
investments in Mainland China
16,138)
($ 13)
(
100%
100%
16,127)
($ 13)
(
237,936
$ 127,240
-
$ -
The Company $ 485,504 $ 626,576 3,600,001
$

Note 1: Investment methods are classified into the following three categories; fill in the number of category each case belongs to:

(1) Directly invest in a company in Mainland China.

(2) Through investing in an existing company in the third area, which then invested in the investee in Mainland China.

  • (3) Others

Note 2: Income (loss) recognised based on financial statements audited by independent auditors

Note 3: Disclosed in accordance with the investment limits set forth in Jin-Shen-Zi No. 09704604680, issued by the Investment Comission of MOEA on August 29, 2008

Note 4: The Company invested in the investees in Mainland China, including Neusoft CHC Medical Service Co., Ltd. through an existing company in Mainland China. Due to the existing company in Mainland China is a holding company, therefore it shall first submit an application for approval from Investment Commission of the Ministry of Economic Affairs (MOEA) for its reinvestments, but the approval from MOEA are not required for other investments.

CHC Healthcare Group Major shareholders information December 31, 2020

Table 8

Name of major shareholders Shares Shares
Number of shares held Ownership (%)
Princeton Healthcare Limited
Tien-Ying Lee
28,257,983
9,413,985
17.99%
5.99%

CHC Healthcare Group

Responsible person: Pei-Lin Lee