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CHROMA Annual Report 2019

Jun 17, 2020

52029_rns_2020-06-17_90760638-a784-4a94-a2b8-0c1a8f869477.pdf

Annual Report

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  1. Spokesperson of Chroma ATE Inc.

Name: Paul Ying

  • Position: Vice President, Finance & Administration Center

TEL: (03)327-9999 ext. 2001

Email: [email protected]

Deputy spokesperson of Chroma ATE Inc.

  • Name: Jennifer Chien

Position: Director, Investor Relation & Corporate Investment, Finance & Administration Center

TEL: (03)327-9999 ext. 2701

Email: [email protected]

  1. Addresses and telephone numbers of company headquarters and subsidiaries:

  2. Company HQ address: 66 Huaya 1st Road, Guishan, Taoyuan 33383, Taiwan TEL: (03)327-9999

Factory address: 68 Huaya 1st Road, Guishan, Taoyuan 33383, Taiwan

TEL: (03)327-9999

Hsinchu Branch office address: 6F, No. 5, Technology Rd., Science Park, Hsinchu City 30078, Taiwan

TEL: (03)563-5788

Kaohsiung Branch office address: No.1, Beineihuan E. Rd., Nanzi Dist., Kaohsiung City

81170, Taiwan

TEL: (07)365-6188

  1. Stock transfer agent

  2. Name: Taishin International Bank

Address: B1, No. 96, Section 1, Jianguo North Road, Taipei City 10499, Taiwan Website: http://www.taishinbank.com.tw

TEL: (02)2504-8125

  1. Certified Public Accountant (CPA) for the most recent financial report

  2. Name: CPA Cheng-Ming Lee and CPA Wen-Chi Kuo

Name of accounting firm: Deloitte & Touche

Address: 20F, Taipei Nan Shan Plaza, No. 100, Songren Rd., Xinyi Dist., Taipei 11073, Taiwan Website: http://www.deloitte.com.tw

TEL: (02)2725-9988

  1. Name of any overseas securities trading agency and search name in the said overseas securities trading agency: None

  2. Company website: http://www.chromaate.com

Critical financial indicators (consolidated)

Unit: NT$ millions
.
2017 2018 2019
Consolidated operating revenue 14,901 16,931 13,910
Net income (attributable to the owner of the parent company) 2,558 2,546 1,854
Earnings per share, EPS (NT$) 6.41 6.22 4.48
Capital stock 4,119 4,168 4,193
Total assets 22,018 23,202 25,437
Total equity 13,463 14,690 14,785
Return on total assets 12.68 11.37 7.80
Return on total equity 21.46 18.42 12.83

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Net income after tax for the 5
Consolidated revenue for the 5
most recent years
most recent years
18000 16931 3000
17000 2800
16000 14901 2558 2546
2600
15000 13910
14000 2400
13000 11624 2200
12000 2000 1854
11000 9692 1800 1720
10000
1600
9000
8000 1400 1237
7000 1200
6000 1000
5000
800
4000
3000 600
2000 400
1000 200
0
0
2015 2016 2017 2018 2019 2015 2016 2017 2018 2019
Unit: million NT$
Unit: million NT$
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Earnings per share for the 5 most
recent years
7.0 6.41
6.5 6.22
6.0
5.5
5.0 4.53 4.48
4.5
4.0
3.5 3.28
3.0
2.5
2.0
1.5
1.0
0.5
0.0
2015 2016 2017 2018 2019
Unit: NT$
----- End of picture text -----

Table of Contents

Table of Contents Table of Contents
Chapter 1 Report to Shareholders ................................................................................................ 1
Chapter 2 Company Introduction
I. Date of founding ................................................................................................ 2
II. Company overview ............................................................................................ 2
Chapter 3 Corporate Governance Report
I. Organization ....................................................................................................... 4
II. Directors, CEO, general managers, vice presidents, assistant vice
presidents, and heads of various departments and branches .............................. 6
III. Operation of corporate governance .................................................................. 16
IV. CPA fees .......................................................................................................... 50
V. Replacement of CPAs ...................................................................................... 50
VI. The Corporation's Chairman, CEO, or any managerial officer in charge
of finance or accounting matters who has held a position at the
accounting firm of its CPAs or at an affiliated company in the most recent
year ................................................................................................................... 50
VII. Shareholding transfer and equity pledge changes of Directors or
Managerial Officers Holding More Than ten percent (10%) of Company
shares during the Year of the Publication Date of Annual Report .................. 51
VIII. Information on the 10 largest shareholders who are related parties or each
other's spouses and relatives within the second degree of kinship .................. 52
IX. Number of Shares Held and Combined Shareholdings Percentage in the
Same Investment Business by the Company, the Company's Directors,
Managers, and Companies Directly or Indirectly Controlled by the
Company .......................................................................................................... 53
Chapter 4 Financing Status
I. Capital and shares ............................................................................................ 55
II. Corporate bond ................................................................................................. 62
III. Preferred shares ................................................................................................ 62
IV. Overseas depositary receipt ............................................................................. 62
V. Employee stock warrant ................................................................................... 63
VI. New restricted employee shares ....................................................................... 65
VII. Issuance of new shares in connection with the merger or acquisition of other
companies ........................................................................................................ 67
VIII. Implementation of capital utilization plan ....................................................... 68
Chapter 5 Operation Summary Operation Summary
I. Business content ............................................................................................... 70
II. Market, production and sales summary ........................................................... 79
III. Employee information in the two most recent years up to the publication
date of this annual report .................................................................................. 87
IV. Environmental protection expenditure ............................................................. 87
V. Labor relations ................................................................................................. 88
VI. Important contracts .......................................................................................... 90
Chapter 6 Financial Summary
I. Condensed balance sheet and statement of comprehensive income in the
five most recent years ...................................................................................... 91
II. Financial analysis in the five most recent years ............................................... 94
III. Audit Committee's audit report on financial statements in the most recent
year ................................................................................................................... 97
IV. Financial report in the most recent year ........................................................... 98
V. Corporation-only financial report audited and attested by a CPA from the
most recent year ............................................................................................... 98
VI. Financial condition of the Corporation and affiliated companies .................... 98
Chapter 7 Review and Analysis of Financial Condition and Performance, and Relevant Risk
Events
I. Financial condition ........................................................................................... 99
II. Financial performance ................................................................................... 100
III. Cash flow ....................................................................................................... 101
IV. Impact of material expenditures on the Corporation's finances and
operations in the most recent year ................................................................. 102
V. Investment policies in other companies, main reasons for profit / losses
resulting therefrom, improvement plan, and investment plans for the
upcoming year ................................................................................................ 102
VI. Risk analysis and assessment of the most recent year up to the publication
date of this annual report ................................................................................ 104
VII. Other important matters ................................................................................. 109
Chapter 8 Special Notes
I. Information on affiliated companies .............................................................. 110
II. Private placement of securities in the most recent year up to the
publication date of this annual report ............................................................. 116
III. Holding or disposition of the Corporation's shares by subsidiaries in the
most recent year up to the publication date of this annual report .................. 116
IV. Other supplementary matters ......................................................................... 116
V. Any event that results in substantial impact upon shareholders’ equity or
prices of the Corporation’s securities as prescribed by Article 36,
Paragraph 3, Subparagraph 2 of the Securities and Exchange Act that
have occurred in the most recent year up to the publication date of this
annual report .................................................................................................. 116

Chapter 1 Report to Shareholders

Business results

The market sentiment in 2019 was continued from 2018, the trade war tension between U.S. and China still existed, which increased uncertainty to high-tech industries. As a result of impact from adopting manufacturing diversification and production shift out of China, most of capacities were ramp up in second half of 2019. Chroma ATE Inc. the consolidated sales revenues in year 2019 was NTD 13.9 billion, while the parent company sales revenues were 8.1 billion, with net income of 1.9 billion equaled to earnings per share of NTD 4.48.

In year 2019, Chroma consolidated testing equipment business was presented a growth of 10%. Particularly, the Semiconductor / Photonics sector sales revenues were increased 22%, mainly presence in 5G network infrastructure and AI related semiconductor demand increased. Despite of China cuts to EV subsidies, the test instruments & automatic testing system sector still presented a steady growth of 4%, due to the demand of EV related components, battery module / pack and related high power testing equipment and system. On the other hand, MAS business in year 2019 presented a large decline of 79%, due to solar industry slowing down. Hence, Chroma consolidated sales were declined by 18%. Other consolidated financial ratio stated as below:

Financial Performance for Year 2018 ~ 2019

Financial Performance for Year 2018 ~ 2019 Financial Performance for Year 2018 ~ 2019
Items 2019 2018
Capital Structure
Analysis(%)

Debt Ratio(%)
41.87 36.69
Long-term Fund to Fixed Assets Ratio(%) 557.61 508.27
Liquidity Analysis
(%)

Current Ratio(%)
168.74 221.54
Quick Ratio(%) 129.77 163.98
Profitability
Analysis (%)
Return on Total Assets(%) 7.80 11.37
Return on Equity Attributable to Shareholders
of the Parent(%)

12.83
18.42
Net Profit Margin(%) 13.33 15.04

Business plan, development strategies, external competition and environment, legal environment, and macro-business environment

Look forward to year 2020, U.S.-China trade war, technology warfare still continues, plus COVID-19 impact, which may cause supply chain disruption. The global economy remains a lot of uncertainty. To face those challenges, the Company’s strategies to secure sales growth and maximize shareholders’ returns are:

  1. Focus on the demand of production relocation out of China.

  2. Increase tier-one customers’ satisfaction through integrated Test Turnkey Solutions.

  3. Active development of related testing equipment needs for megatrend of advanced semiconductor migration, AIOT and 5G communications.

Finally, we would like to express our gratitude to all our shareholders for their unstinted support and encouragement. We wish everyone good health and all the best.

Chairman & CEO Leo Huang

  • 1 -

Chapter 2 Company Introduction

I. Date of founding: November 8, 1984

II. Company overview

  • November 8, 1984 Founded in Taipei city with a capital of NT$2 million. The first Chinese-invented programmable video signals generator (65MHz) was officially launched.

  • November 1986 The world's first synchronous parallel test architecture developed to automatically test switching power supplies.

  • February 1993 Invested in Chroma ATE Inc., a subsidiary in the US to set up the Corporation's sales office based in the United States.

  • December 1993 Official opening and operation of the new Wugu factory. February 1993 Invested in Neworld Electronics Ltd., a subsidiary in Hong Kong to expand the Corporation’s base in the Mainland China market.

  • December 1994 Granted the ISO9002 quality certification. November 1995 Successfully obtained the Chinese National Laboratory Accreditation (CNLA) from the Central Bureau of Standards.

  • December 1996 The Corporation was listed in the stock market for trading on December 21. August 1997 Granted the ISO9001 quality certification. December 1997 The 9107 Uninterruptible Power Supply and the 3203 Memory IC Tester won the 6th Taiwan Excellence Award.

  • April 1998 Honored with the 6th Industrial Technology Development Outstanding Performance Award from the Ministry of Economic Affairs (MOEA). Invested in DynaScan Technology Corp.

  • July 1998 The 7100 Color Analyzer won the Outstanding Photonics Product Award during the 2nd Photonics Festival in Taiwan.

  • September 1998 Invested in Adlink Technology Inc. December 1998 The 2225 and 2235 Series Video Pattern Generators and the 9105 Uninterruptible Power Supply won the 7th Taiwan Excellence Award.

  • May 1999 The 9105/9107 Uninterruptible Power Supply won the Excellent Product Design Award.

  • June 1999 Acquired Hita Technology Co., Ltd. September 1999 Invested in Chroma ATE Europe B.V., a subsidiary in the Netherlands to set up the Corporation's sales office based in Europe.

  • November 1999 Official opening and operation of the new Linkou factory. June 2000 First issuance of unsecured convertible corporate bonds in Taiwan worth NT$ 1.5 billion.

  • August 2000 Invested in EVT Technology Co., Ltd. January 2001 Acquired Zentech Tech Inc. March 2003 Set up a branch office in Hsinchu Science Park. September 2003 Set up the Global Corporate HQ in Taiwan. March 2004 Donated a 360-degree LED display to National Chiao Tung University, the first of its kind in a Taiwanese university.

  • December 2004 20th Anniversary of the Corporation and grand opening of the Linkou Operational HQ.

  • June 2005 Expiration and delisting of the first unsecured convertible corporate bonds issued in Taiwan Spun off the Special Material Business Unit (BU) to form a new subsidiary,

  • August 2006 Chroma New Material Corp.

  • September 2006 Grand opening of the Chroma ATE Suzhou plant in China.

  • 2 -

January 2007 Invested in Wei Kuang Automatic Equipment (Nanjing) Co., Ltd., Mou Kuan Invested in Wei Kuang Automatic Equipment (Nanjing) Co., Ltd., Mou Kuan
Technologies (Nanjing) Co., Ltd., Sajet Technology Co., Ltd., and MAS
Automation Corp.
February 2007 Invested in Wei Kuang Automation (Xiamen) Co., Ltd.
March 2007 Invested in Testar Electronics Corp.
April 2007 Established Manufacturing Execution System (MES) Business Unit.
March 2008 Simplified merger with subsidiary Silver Town Electronic Co., Ltd.
May 2008 Established Chroma Japan Corp.
March 2009 Granted the ISO 9001:2008 certification.
September 2009 Established Kaohsiung branch.
September 2009 Invested in Chroma Systems Solutions, Inc. to set up a sales location in the US.
August 2010 Acquired several prestigious awards from Finance Award in 2010, including the
Best Managed Corporation Award, the Best Corporate Governance Award, and
the Best Medium-sized Enterprise in Taiwan.
October 2010 Granted the ISO/TS 16949 certification.
August 2011 Acquired Wise Life Technology Co., Ltd.
January 2012 Successfully acquired the tender for the Industrial Development Zone (Tender A)
in the Taoyuan International Airport Access MRT Station A7 Transit-Oriented
Development Zone.
January 2012 The High Precision LED Rapid 2D Light and Color Measurement Technology
Development Project successfully won the Excellent Industrial Contribution
Award in the 2011 Technical Excellence Program from MOEA.
November 2012 Simplified merger of subsidiary Novatest Electronics Co., Ltd.
December 2012 Successfully acquired the world’s first SAE J1772 certification from UL for
automated communication protocol testing system.
February 2013 Honored with the 1st Taiwan Mittelstand Award from the Industrial
Development Bureau, MOEA.
February 2013 Invested in Adivic Technology Co., Ltd.
May 2014 Second issuance of unsecured convertible corporate bonds in Taiwan worth NT$
2 billion.
January 2016 Invested in Quantel Private. Ltd. in Singapore to establish a sales location in
Southeast Asia
January 2017 Received the Distinguished Enterprise Innovation Award, the highest honor from
the 5th National Industrial Innovation Award.
August 2017 Established Innovative Nanotech, Inc.
September 2017 Established a subsidiary in Germany.
October 2017 Invested in Touch Cloud Inc.
October 2017 Honored with the “Best Trade Contribution Award” delivered by MOEA.
January 2018 The 61800 Series Regenerative Grid Simulator and the 3160C Tri-Temp Quad-
Site Handler won the 26th Taiwan Excellence Award.
February 2018 Established Chroma Korea, a branch office in South Korea.
May 2018 Chroma Germany GmBH was granted the ISO 9001 certification.
January 2019 The 17040 Regenerative Battery Pack Test System and the 2238 Video Pattern
Generator won the 27th Taiwan Excellence Award.
February 2019 Invested in Camtek Ltd. in Israeli.
September 2019 The Corporation entered into a joint building contract with Fu Yu
Construction Co., Ltd.
October 2019 Chroma ATE in top 35 Best Taiwan Global Brands.
November 2019 Honored with the “ 2019 Taiwan Corporate Sustainability Awards ”
  • 3 -

Chapter 3 Corporate Governance Report

  • I. Organization

  • (I) Organizational structure

==> picture [494 x 469] intentionally omitted <==

  • 4 -

(II) Responsibilities and functions of major departments

Department Responsibilities
CEO Office Establish the Corporate Marketing Department, the Legal Affairs
Department, and the Safety and Health Center. Formulate company-wide
administrative and business objectives, implement communication and
coordination, product planning, new business development and planning,
patent management and contract review, environmental protection, and
occupational safetyand health(OSH)management.
Internal Auditor

Establish, update, and revise internal audit and control systems.
Review,revise,and audit internal control systems.
Semiconductor Test
Equipment BU
Responsible for the planning, research, and development (R&D), and
marketingof semiconductor test equipment andproducts.
Test & Measurement BU

Responsible for the R&D and marketing of measurement instruments.
In charge of calibration services as well as operations of calibration labs for
measurement instruments.
Integrated System Solution
BU


R&D of automated mechatronic systems used for measurement purposes.
Responsible for the planning, R&D, and marketing of modular instruments
and products.
Responsible for the planning, R&D, and marketing of system integration
solutions.
Intelligent Manufacturing
System BU
Responsible for the R&D and marketing of MES systems.
Optical Inspection Solution
BU
Responsible for the R&D and marketing of optical inspection system.
Manufacturing Center

Responsible for the raw material purchasing and production for the entire
corporation.
Responsible for theplanningand maintenance ofproductqualitysystem.
Advanced Technology
Research Center
New technology planning and development, and supporting various BUs in
understandingthe future development of new industries.
Finance & Administration
Center
Consisting of the Financial Department, Accounting Department, HR
Department, General Affairs Department, and Facilities Department.
Financial Department: Responsible for capital planning and utilization for
the entire corporation, assessing investment plans, and providing support
for certain operations.
Accounting Department: Responsible for establishing and implementing an
accounting system, and handling various taxations and accounting affairs.
HR Department: Planning HR resources, organizational development, and
training for the entire company.
General Affairs Department: Responsible for the purchase of routine
equipment and items, as well as the management of equipment and fixed
assets for the entire corporation.
Facilities Department:Responsible for factorymaintenance and safety.
Operation Management
Center
Responsible for building and managing the Company's operations
management system. Establish the IT Department (including the IT System
Development Section, the IT System Management Section, and the Data
Control Section), carry out planning and safety controls for IT equipment
and application systems throughout the entire corporation, and issuance and
control of rules and regulations.
  • 5 -

II. Directors, CEO, general managers, vice presidents, assistant vice presidents, and heads of various departments and branches (I) Director Information

April 12,2020 April 12,2020 April 12,2020 April 12,2020
Title Nationality
or place of
registration

Name
Gender Date
elected
Final date
of term of
office
Date of
first
election
Shares held when elected Number of shares
currently held
Shares held by spouse
or minor children
Number/
percentage
of shares
held in the
name of
other
persons

Major experience/academic
background
Positions currently assumed in
this Corporation or other
companies
Any managerial
officer, director, or
supervisor who is a
spouse or relative
within the second
degree of kinship
Remark
Number of
shares held

Shareholding
percentage
Number of
shares held

Shareholding
percentage

Number
of shares
held
Shareholding
percentage
Title Name Relation
Chairman Republic
of China
Leo
Huang
Male 2017.06.08 2020.06.07 1984.10.23 23,419,897
5.78%
20,763,897
4.94%
9,294,362
2.21%

0

Bachelor of Electronics Engineering,
National Chiao Tung University
General Manager,Ko MaoCorp.
General Manager of the Company
Director, I-Sheng Electric Wire &
Cable Co., Ltd.
Director, Leadtek Research Inc.
Independent Director, Ichia
Technologies, Inc.
Representative of Corporate
Director, Tian Zheng
International Precision
Machinery.
Director, Twoway
Communications Inc.
Chairman, DynaScan Technology
Corp.
Refer to Page 113 to 114 for
details on positions assumed in
affiliated companies

None
None None Note 1
Independent
director
Republic
of China
Tsung-
Ming
Chung
Male 2017.06.08 2020.06.07 2002.05.21
0

0

0

0

0

0

0

Master of Business Administration,
National Chengchi University
Certified Public Accountant,
Republic of China
Licensed Accountant, State of
Connecticut, USA
Accountant, Deloitte & Touche
Part-time Instructor, Department of
Accounting, National Chengchi
University
Applied Accounting Instructor,
College of Management, National
Taiwan University
Chairman, Dynapack
International Technology Corp.
Representative of Corporate
Director, Far Eastern International
Bank
Director, Vactronics Technologies
Inc.


None
None None None
Independent
director
Republic
of China
Quincy
Lin
Male 2017.06.08 2020.06.07 2005.05.18
0

0

0

0

0

0

0

Ph.D. in Business Administration,
University of Kentucky, USA
Senior Vice President, Taiwan
Semiconductor Manufacturing Co.,
Ltd
Chairman, Neo Solar Power
Corporation
Chairman, Rafael
Microelectronics Inc.
Chairman, V5 Technologies Co.,
Ltd.
Director, Co-founder and Strategy
Consultant, United Renewable
Energy Co., Ltd.
Independent director, Powertech
Technology Inc.

None
None None None
Independent
director
Republic
of China
Tai-Jen
George
Chen
Male 2017.06.08 2020.06.07 2017.06.08
0

0

0

0

0

0

0

Department of Atmospheric
Sciences, State University of New
York, USA
Academic Vice President of National
Taiwan University
Vice President for Academic Affairs,
National Taiwan University
Professor, Department of
Atmospheric Sciences, National
Taiwan University

Chair Professor, National Taiwan
University
Independent Director, Ichia
Technologies Inc.
None None None None
  • 6 -
Director Republic
of China
I-Shih
Tseng
Male 2017.06.08 2020.06.07 2012.06.06
383,548

0.09%

424,548

0.10%
238,722
0.06%

0

PhD, Mechanical Engineering,
Pennsylvania State University, US
Project Manager, Institute for
Information Industry
BU President of the Company
Refer to Page 113 to 114 for
details on positions assumed in
affiliated companies
None None None None
Director Republic
of China
Tsun-I
Wang
Male 2017.06.08 2020.06.07 2005.05.18
19,339

0

19,339

0

936

0

0

Ph.D., Institute of Electro-
Engineering, National Chiao Tung
University
Vice President, Tailyn Technologies,
Inc.
Vice President, Champion-Lighting
Technologies Limited
Chief Technology Officer,
DynaScan Technology Corp.
Independent Director, Dynapack
International Technology Corp.
Refer to Page 113 to 114 for
details on positions assumed in
affiliated companies
None None None None
Director Republic
of China
Chung-
Ju Chang
Male 2017.06.08 2020.06.07 2012.11.01
0

0

0

0

0

0

0
PhD of Electrical Engineering,
Lifetime Chair Professor,
Department of Electrical
Engineering, National Chiao
Tung University
Director, Ting-Shiun
Telecommunication Development
Foundation
Director, National Information
Infrastructure Enterprise
Promotion Association
None None None None

National Taiwan University

Chair Professor, Department of
Electrical and Computer
Engineering, National Chiao Tung
University
Vice President for R&D, Office of
Research and Development, National
Chiao Tung University

Chairman and Director, the Institute
of Communications Engineering,

National Chiao Tung University

Note 1: If the chairman of the Board and the CEO or their equivalent (chief manager) are the same person, each other’s spouse, or a relative of the first degree of kinship, the reason, reasonableness, necessity, and response measures (e.g. increase the number of independent directors and more than half of the directors do not concurrently serve as employees or managers) shall be stated: (1) The chairman of the Company holds the concurrent position as the CEO to enhance the overall operating efficiency and decision execution of the Group. In order to reinforce the independence of the Board, the Company has set up three independent directors, representing 3/7 of the total number of directors of the Company.

(2) In order to enhance the functions of the Board and strengthen the supervisory function, the Company has the following measures: 2. The three independent directors of the Company have extensive working experience in financial accounting, operation management, and electronics industry, respectively, and can carry out their supervisory functions effectively. 3. Members of the Audit Committee and the Remuneration Committee of the Company consist of independent directors, and all committees can thoroughly discuss and make recommendations for the Board’s decision to implement corporate governance.

  • 7 -

Director Information

Criteria
Name
Does the individual have more than 5 years of professional
experience and the following qualifications?
Does the individual have more than 5 years of professional
experience and the following qualifications?
Does the individual have more than 5 years of professional
experience and the following qualifications?
Meets the criteria for independence
(Note 1)
Meets the criteria for independence
(Note 1)
Meets the criteria for independence
(Note 1)
Meets the criteria for independence
(Note 1)
Meets the criteria for independence
(Note 1)
Meets the criteria for independence
(Note 1)
Meets the criteria for independence
(Note 1)
Meets the criteria for independence
(Note 1)
Meets the criteria for independence
(Note 1)
Meets the criteria for independence
(Note 1)
Meets the criteria for independence
(Note 1)
Meets the criteria for independence
(Note 1)
Currently
serving as an
independent
director in
other public
companies
Currently serving as
an instructor or in
higher positions in a
private or public
college or university
in the field of
business, law,
finance, accounting,
or the business sector
of the Company
Currently serving as
a judge, prosecutor,
lawyer, certified
public accountant or
other professional
or technician that
must undergo
national
examinations and
specialized license

Professional
experience
necessary for
business
administration,
legal affairs,
finance,
accounting or
company sales

1
2 3 4 5 6 7 8 9 10 11 12
Leo Huang 1
Tsung-Ming
Chung
0
QuincyLin 1
Tai-Jen
George Chen

1
I-Shih Tseng 0
Tsun-I Wang 1
Chung-Ju
Chang
0

Note: Please check “ ” the corresponding boxes if the directors meet the following conditions during the two years prior to the nomination and during the term of office. 

  • (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 is ranked in the top 10 in shareholdings.

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

  • (5) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of issued shares of the company or of a corporate shareholder that ranks among the top five in shareholdings. 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, supervisor, or employee of another company that holds director seats in the Company or more than half of the shares with voting rights and is controlled by the same 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 (a member of the governing board), supervisor (a member of the supervising board) or employee of a company or institution which is the same person or spouse as the chairman, general manager, or equivalent of the Company. 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 (a member of the governing board), supervisor (a member of the supervising board), managerial officer or shareholder who holds more than 5% of the shares of a specified company or institution that has a financial or business relationship with the Company. Not applicable in cases where the specified company or institution holds more than 20% of the total number of issued shares of the Company and not more than 50% 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 professional individual or owner, partner, director (a member of the governing board), supervisor (a member of the supervising board), managerial officer and his/her spouse of a professional, sole proprietorship, partnership, company or institution that provides audit services to the Company or an affiliated enterprise or has received remuneration in the 2 most recent years not exceeding NT$500,000 for business, legal, financial and accounting related services. However, members of the special committee on remuneration, public acquisition review, or merger and acquisition who perform their functions and powers in accordance with the provisions of the Securities and Exchange Act or Business Mergers and Acquisitions Act and other relevant regulations shall not be subject to this provision.

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

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

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

  • 8 -

(II) CEO, general managers, vice presidents, assistant managers, and heads of various departments and branches

April 12,2020 April 12,2020 April 12,2020 April 12,2020
Title Nationality Name Gender Date of
appointment
Shares held Shares held by spouse or
minor children
Shares held in the name of
other persons
Major experience/academic background Positions currently assumed in other
companies
Any managerial officer
who is a spouse or a
relative within the second
degree of kinship
Remark
Number of
shares held
Shareholding
percentage
Number of
shares held
Shareholding
percentage
Number of
shares held
Shareholding
percentage
Title Name Relation
CEO Republic of
China

Leo Huang
Male 1984.11.08 20,763,897
4.94%

9,294,362

2.21%

0

0

Bachelor of Electronics Engineering, National
Chiao Tung University
Director of I-Sheng Electric Wire & Cable
Co., Ltd, Director ofLeadtek Research
Inc.,Independent Director of Ichia
Technologies, Inc.
Representative of Legal Person Director of
Tian Zheng International Precision
Machinery, and Director of Twoway
Communications Inc, Chairman, DynaScan
Technology Corp.
Refer to Page 113 to 114 for details on
positions assumed in affiliated companies
None None None Note 2
General Manager, Test
& Measurement BU
Republic of
China

David Yang
Male 1992.08.14
62,352

0.01%

0

0

0

0

Bachelor of Electronics Engineering, National
Chiao Tung University
Teaching Assistant, Department of Information
Technology, College of Engineering, Chung
Hua University
Refer to Page 113 to 114 for details on
positions assumed in affiliated companies
None None None None
General Manager,
Integrated System
Solution BU
Republic of
China

I-Shih Tseng

Male
1998.07.16
424,548

0.10%

238,722

0.06%

0

0

Mechanical Engineering, Pennsylvania State
University, US
Project Manager, Institute for Information
Industry
Refer to Page 113 to 114 for details on
positions assumed in affiliated companies
None None None None
General Manager,
Intelligent
Manufacturing System
BU
Republic of
China

Joe Lin
Male 2007.04.01
92,143

0.02%

0

0

0

0

Bachelor of Information Sciences, Cal Poly
Pomona, USA
General Manager, Sajet Technology Co., Ltd.
Refer to Page 113 to 114 for details on
positions assumed in affiliated companies
None None None None
General Manager,
Semiconductor Test
Equipment BU
Republic of
China

George
Chang
Male 2006.08.01
38,600

0.01%

0

0

0

0

Master of Electrical and Control Engineering,
National Chiao Tung University
Manager, Business Department, Lian Li Co.,
Ltd.
None None None None None
Vice President, Finance
& Administration Center

Republic of
China

Paul Ying
Male 1999.05.03
189,969

0.05%

0

0

0

0

Master of Business Administration, New York
Institute of Technology
Vice President of Finance, Hsin Yu Energy
Development Co.,Ltd.
Refer to Page 113 to 114 for details on
positions assumed in affiliated companies
None None None None
Vice President,
Operation Management
Center
Republic of
China

Benjamin
Huang
Male 1992.06.22
174,723

0.04%

0

0

0

0

Bachelor of Electrical Engineering, National
Taiwan University
Vice President, R&D Department, Test &
Measurement BU of the Company
None None None None None
Vice President,
Manufacturing Center
Republic of
China

Steven Liu
Male 1991.08.22
148,012

0.04%

738

0

0

0

Bachelor of Information & Communications,
Chinese Culture University
Department Manager, Property and Product
Management Department of the Company
None None None None None
Vice President, Sales
Department 1, Integrated
System Solution BU

Republic of
China

Herbert Tsai

Male
2005.07.01
1,974

0

0

0

0

0

Department of Machinery and Automation
Engineering, Nanya Institute of Technology
Vice President,Dasike TechnologyCompany
None None None None None
Vice President, CEO
Office
Republic of
China

C. C. Fan
Male 2010.08.01
276,235

0.07%

0

0

0

0

Bachelor of Industrial Engineering and
Management, Minghsin University of Science
and Technology
Vice President, R&D Department, MAS
Automation Corp.
None None None None None
  • 9 -
Title Nationality Name Gender Date of
appointment
Shares held Shares held Shares held by spouse or
minor children
Shares held by spouse or
minor children
Shares held in the name of
other persons
Shares held in the name of
other persons
Major experience/academic background Positions currently assumed in other
companies
Any managerial officer
who is a spouse or a
relative within the second
degree of kinship
Any managerial officer
who is a spouse or a
relative within the second
degree of kinship
Any managerial officer
who is a spouse or a
relative within the second
degree of kinship
Remark
Number of
shares held
Shareholding
percentage
Number of
shares held
Shareholding
percentage
Number of
shares held
Shareholding
percentage
Title Name Relation
Vice President, Planning
Department, Test &
Measurement BU
Republic of
China

Bobby
Tseng
Male 2001.01.01
6,000

0

0

0

0

0

Bachelor of Electrical Engineering, Waseda
University
Manager, Product Planning Department,
Measurement Instrument BU of this Company
None None None None None
Vice President, Greater
China Area Sales
Department, Test &
Measurement BU
Republic of
China

Vincent
Chen
Male 2001.01.01
66,260

0.02%

0

0

0

0

Bachelor of Electrical Engineering, Lunghwa
University of Science and Technology
Department Manager, Greater China Area Sales
Department,Test & Measurement BU
Refer to Page 113 to 114 for details on
positions assumed in affiliated companies
None None None None
Vice President,
Technical Service
Department, Test &
Measurement BU
Republic of
China

Tony Yang
Male 2003.07.01
92,554

0.02%

0

0

0

0

Department of Electrical Engineering, National
Taitung Junior College
Manager, Engineering Department, Tiger
Power Co.,Ltd.
None None None None None
Vice President, R&D
Department, Test &
Measurement BU
Republic of
China

Vincent Wu
Male 2003.07.16
80,465

0.02%

903

0

0

0

Master of Electrical and Control Engineering,
National Chiao Tung University
Department Manager, R&D Department, Test
& Measurement BU of the Company
None None None None None
Vice President, R&D
Department 1, Integrated
System Solution BU

Republic of
China

Lance
Ouyang
Male 2009.07.01
30,500

0.01%

0

0

0

0

Master of Mechanical Engineering, National
Chiao Tung University
Vice President,Global Target Company
None None None None None
Vice President, Sales
Department 2, Integrated
System Solution BU

Republic of
China

Jeff Lee
Male 2007.01.01
68,500

0.02%

0

0

0

0

Department of Electrical Engineering, Hsinpu
Institute of Technology
Department Manager, Product Planning
Department, Integrated System Solution BU of
the Company
None None None None None
Vice President, Planning
Department, Test &
Measurement BU
Republic of
China

Kenny
Wang
Male 1993.04.23
445,528

0.11%

0

0

0

0

Department of Electrical Engineering, Hsinpu
Institute of Technology
Manager, Product Planning Department,
Measurement Instrument BU of this Company
None None None None None
Vice President, Planning
Department, Test &
Measurement BU
Republic of
China

Cindy Tai
Female 2009.11.01
62,536

0.01%

0

0

0

0

Bachelor of Chemical Engineering
Manager, Product Planning Department, Test &
Measurement BU of the Company
None None None None None
Vice President, Planning
Department, Test &
Measurement BU
Republic of
China

Galen Chou
Male 1996.07.01
21,000

0.01%

0

0

0

0

Master of Electrical and Control Engineering,
National Chiao Tung University
Manager, Product Planning Department,
Measurement Instrument BU of this Company
None None None None None
Vice President,
Marketing Department,
the Smart Manufacturing
System BU

Republic of
China

Arno Wu
(Note 1)
Male 2007.04.01
13,450

0

0

0

0

0

Department of Business Management, Tamkang
University
Assistant Vice President, Sajet Technology

Refer to Page 113 to 114 for details on
positions assumed in affiliated companies
None None None None

Note 1: Promoted to Vice President on 2020.2.1.

Note 2: If the chairman of the Board and the CEO or their equivalent (chief manager) are the same person, each other’s spouse, or a relative of the first degree of kinship, the reason, reasonableness, necessity, and response measures (e.g. increase the number of independent directors and more than half of the directors do not concurrently serve as employees or managers) shall be stated:

(1) The chairman of the Company holds the concurrent position as the CEO to enhance the overall operating efficiency and decision execution of the Group. In order to reinforce the independence of the Board, the Company has set up three independent directors, representing 3/7 of the total number of directors of the Company. The Chairman also maintains adequate communication with each director on the Company’s operating status and performance in order to implement corporate governance.

(2) In order to enhance the functions of the Board and strengthen the supervisory function, the Company has the following measures: 2. The three independent directors of the Company have extensive working experience in financial accounting, operation management, and electronic related industry and are able to effectively carry out their supervisory functions. 3. Members of the Audit Committee and the Remuneration Committee of the Company consist of independent directors, and all committees can thoroughly discuss and make recommendations for the Board’s decision to implement corporate governance.

  • 10 -

(III) Remuneration paid to directors, CEO, general managers and vice presidents in the most recent year

1. Remuneration for directors (including independent directors)

1. Remuneration for directors (including independent directors) Remuneration for directors (including independent directors) Remuneration for directors (including independent directors) Remuneration for directors (including independent directors) Remuneration for directors (including independent directors) Remuneration for directors (including independent directors) Remuneration for directors (including independent directors) Remuneration for directors (including independent directors) Remuneration for directors (including independent directors) Remuneration for directors (including independent directors)
Unit: NT$thousands
Title Name
(Note 1)
Director’s remuneration Proportion of NIAT after
summing four items: A,
B, C, and D (Note 4)
Remuneration paid to concurrent employee Proportion of NIAT
after summing the
seven items of A, B, C,
D, E, and F
(Note 4)
Compensation
paid to
directors from
an invested
company other
than the
Company’s
subsidiaries or
parent
company
(Note 7)
Remuneration (A) Retirement pension
(B)
Bonus for directors (C)
(Note 2)
Allowances (D)
(Note 3)
Salaries, bonuses, and
special expenses (E)
(Note 5)

Retirement pension (F)
Employee bonus (G) (Note 6)
The
Company
All
companies
listed in the
financial
statements
(Note 8)
The
Company

All
companies
listed in the
financial
statements
(Note 8)
The
Company

All
companies
listed in the
financial
statements
(Note 8)
The
Company

All
companies
listed in the
financial
statements
(Note 8)
The
Company

All companies
listed in the
financial
statements
(Note 8)
The
Company

All
companies
listed in the
financial
statements
(Note 8)
The
Company

All
companies
listed in the
financial
statements
(Note 8)
The Company All companies listed
in the financial
statements (Note 8)

The
Company

All
companies
listed in the
financial
statements
(Note 8)
Amount
of cash
Amount
of shares
Amount
of cash
Amount
of shares
Director Leo Huang 0 0 0 0 6,000 6,685 450 450 0.35% 0.38% 9,429 9,429 291
(Note 9)
291
(Note 9)
16,050 0 17,420 0 1.74% 1.85% 4,525
I-Shih Tseng
Tsun-I Wang
Chung-Ju
Chang
Independent
director
Tsung-Ming
Chung
0 0 0 0 3,600 3,600 360 360 0.21% 0.21% 0 0 0 0 0 0 0 0 0.21% 0.21% 0
Quincy Lin
Tai-Jen
George Chen
1. Description of the policies, systems, standards, and structure of the remuneration packages of independent directors and their correlations with the amount of remuneration paid, taking into account their responsibilities, risks, and time commitment:
Bonus paid by the Company mainly comprises bonus for directors. According to Article 34 of the Company's Articles of Incorporation, bonus distributed to directors shall not be greater than 1.5% of the Company's net income before taxes before deducting bonus distributed
to employees and directors in the current year. The independent directors' bonus distribution policy not only takes into account the operating performance of the entire corporation, but also individual director's contributions to the performance of the Company. The
Remuneration Committee and the Board review the remuneration of the Directors, and the remuneration system is reviewed from time to time based on actual operating conditions, to strike a balance between the Company’s sustainable operation and risk control.
2. Except for information disclosed above, remuneration paid for services rendered by Directors of the Company to all consolidated entities (e.g. serving as a non-employee consultant) in the most recent fiscal year: NT$ 360,000.

Remuneration range

Remuneration range Remuneration range Remuneration range Remuneration range
Remuneration range for each director in the Company
Name of director
Sum of the first 4 items(A+B+C+D) Sum of the first 7 items(A+B+C+D+E+F+G)
The Company Parent company and all reinvested
businesses(Note 7)
The Company Parent company and all reinvested businesses
(Note 7)
Less than NT$1,000,000
NT$ 1,000,000 (inclusive) to 2,000,000 (not inclusive) I-Shih Tseng, Tsun-I Wang, Chung-Ju Chang,
Tsung-Ming Chung, Quincy Lin, Tai-Jen
George Chen
I-Shih Tseng, Tsun-I Wang, Chung-Ju
Chang, Tsung-Ming Chung, Quincy Lin,
Tai-Jen George Chen
Tsun-I Wang, Chung-Ju Chang, Tsung-Ming Chung,
Quincy Lin, Tai-Jen George Chen
Chung-Ju Chang, Quincy Lin, Tsung-Ming
Chung, Tai-Jen George Chen
NT$2,000,000(inclusive)to 3,500,000(not inclusive) Leo Huang Leo Huang
NT$3,500,000(inclusive)to 5,000,000(not inclusive)
NT$5,000,000(inclusive)to NT$10,000,000(not inclusive) I-Shih Tseng I-Shih Tseng,Tsun-I Wang
NT$10,000,000(inclusive)to NT$15,000,000(not inclusive) Leo Huang
NT$15,000,000(inclusive)to NT$30,000,000(not inclusive) Leo Huang
NT$30,000,000(inclusive)to NT$50,000,000(not inclusive)
NT$50,000,000(inclusive)to NT$100,000,000(not inclusive)
NT$100,000,000 and above
Total 7 7 7 7

11

2. Remuneration for CEO, general managers and vice presidents

Unit: NT$ thousands

Title Name Salary (A) Salary (A) Retirement pension (B) Retirement pension (B) Bonuses and special
expenses (C)(Note 1)
Bonuses and special
expenses (C)(Note 1)
Employee bonus (D)(Note 2) Employee bonus (D)(Note 2) Employee bonus (D)(Note 2) Employee bonus (D)(Note 2) Proportion of NIAT after
summing the 4 items of A,
B, C, and D (%) (Note 6)
Proportion of NIAT after
summing the 4 items of A,
B, C, and D (%) (Note 6)
Compensation paid to
the president and vice
presidents from an
invested company other
than the Company’s
subsidiaries or parent
company (Note 3)
The
Company
All companies
listed in the
financial statements
(Note 4)
The
Company
All companies
listed in the
financial
statements
(Note4)
The
Company
All companies
listed in the
financial
statements
(Note4)
The Company All companies listed
in the financial
statements (Note 4)
The
Company
All companies
listed in the
financial
statements
(Note4)
Amount
of cash
Amount
of shares

Amount
of cash
Amount
of shares
CEO Leo Huang 39,983 40,835 2,434
(Note 5)
2,434
(Note 5)
19,194 20,079 59,370 0 60,740 0 6.52% 6.69% None
General Manager, Test & Measurement BU David Yang
General Manager, Integrated System
Solution BU
I-Shih Tseng
President C. C. Ho
(Note9)
General Manager, Intelligent
ManufacturingSystem BU
Joe Lin
General Manager, Semiconductor Test
Equipment BU
George
Chang
Vice President, Finance & Administration
Center
Paul Ying
Vice President, Operation Management
Center
Benjamin
Huang
Vice President, Manufacturing Center Steven Liu
Vice President, R&D Department,
Semiconductor Test Equipment BU
Max Chang
(Note 10)
Vice President, Sales Department 1,
Integrated System Solution BU
Herbert Tsai
Vice President, CEO Office C. C. Fan
Vice President, Planning Department, Test
& Measurement BU
Bobby
Tseng
Vice President, Greater China Area Sales
Department,Test & Measurement BU
Vincent
Chen
Vice President, Technical Service
Department,Test & Measurement BU
Tony Yang
Vice President, R&D Department, Test &
Measurement BU
Vincent Wu
Vice President, R&D Department 1,
Integrated System Solution BU
Lance
Ouyang
Vice President, Sales Department 2,
Integrated System Solution BU
Jeff Lee
Vice President, Planning Department, Test &
Measurement BU
Kenny Wang
Vice President, Planning Department, Test &
Measurement BU
Cindy Tai
Vice President, Planning Department, Test &
Measurement BU
Galen Chou
  • 12 -

Remuneration range

Remuneration range Remuneration range
Remuneration range for CEO, general managers
and vice presidents in the Company
Name of CEO, general managers and vice presidents
The Company (Note 7) All companies listed in the financial statements
(Note 8)
Less than NT$ 1,000,000 C. C. Ho (Note 9), Max Chang (Note 10) C. C. Ho (Note 9), Max Chang (Note 10)
NT$ 1,000,000 (inclusive) to 2,000,000 (not
inclusive)
NT$ 2,000,000 (inclusive) to 3,500,000 (not
inclusive)
C. C. Fan C. C. Fan
NT$ 3,500,000 (inclusive) to 5,000,000 (not
inclusive)
Vincent Chen, Tony Yang, Vincent Wu, Herbert
Tsai, Lance Ouyang, Jeff Lee, Bobby Tseng,
KennyWang,Galen Chou,CindyTai
Vincent Chen, Tony Yang, Vincent Wu, Herbert
Tsai, Lance Ouyang, Jeff Lee, Bobby Tseng,
KennyWang,Galen Chou,CindyTai
NT$5,000,000 (inclusive) to NT$10,000,000
(not inclusive)
David Yang, I-Shih Tseng, Joe Lin, George
Chang,Paul Ying,Steven Liu,Benjamin Huang
David Yang, I-Shih Tseng, Joe Lin, George
Chang,Paul Ying,Steven Liu,Benjamin Huang
NT$10,000,000 (inclusive) to NT$15,000,000
(not inclusive)
Leo Huang
NT$15,000,000 (inclusive) to NT$30,000,000
(not inclusive)
Leo Huang
NT$30,000,000 (inclusive) to NT$50,000,000
(not inclusive)
NT$50,000,000 (inclusive) to NT$100,000,000
(not inclusive)
NT$100,000,000 and above
Total 21 21
  • Note 1: It includes the amount of various bonuses, rewards, transport fees, special expenses, various allowances, accommodation, provision of physical items such as vehicles, and other types of remuneration for CEO, general managers, and vice presidents in the most recent year. Salary expenses recognized under IFRS 2 - “Share-based Payment”, including employee stock warrant, new restricted employee shares, and participation in subscription of stocks in cash capital increase, shall also be included in the calculation of remuneration.

  • Note 2: Employee bonus for CEO, general managers and vice presidents as approved by the Board of Directors in 2019 is to be distributed according to the percentage of actual bonus distribution percentage in the previous year.

  • Note 3: a. If this Company's CEO, general managers or vice presidents receive remuneration from investments in other companies that are not subsidiaries of this Company or the parent companies, the said remuneration shall be included in the remuneration range table. The name of the column shall also be changed to “All investments in the parent companies and other companies”.

  • b. Remuneration in this case refers to remuneration, bonuses (including employee, director, or supervisor bonuses), and allowances received by the president and vice presidents of the Company as the directors, supervisors, or managerial officers of invested companies other than subsidiaries or parent company.

  • Note 4: Total remuneration in various items paid out to this Company's CEO, general managers and vice presidents by all companies (including this Company) listed in the consolidated statement shall be disclosed.

  • Note 5: It refers to the amount of retirement pension contributed.

  • Note 6: Net income after taxes (NIAT) refers to net income after taxes in the most recent year. If the International Financial Reporting Standards (IFRS) has been adopted, NIAT refers to net income after taxes stated in the parent company-only financial statements for the most recent year.

  • Note 7: The name of CEO, general managers, and vice presidents shall be disclosed in the remuneration ranges to which the amount of remuneration paid to CEO, each general manager and each vice president by the Company correspond, respectively.

  • Note 8: The name of CEO, general managers, and vice presidents shall be disclosed in the remuneration ranges to which the amount of remuneration paid to CEO, each general manager and each vice president by all the companies (including the Company) listed in the financial statements correspond, respectively.

  • Note 9: As a result of the removal from the position on June 1, 2019, and accordingly remuneration up to that date is provided.

  • Note 10: Resigned on January 31, 2019, and accordingly remuneration up to this date is provided.

  • 13 -

  • (IV) Compare and analyze the total remuneration paid to the directors, supervisors, CEO, general managers, and vice presidents of the Company in the two most recent years by all companies listed in the Company's parent company-only and consolidated financial statements as a percentage of NIAT listed in the parent company-only financial statements, and describe the policies, standards, and packages for payment of remuneration, the procedures for determining remuneration, and its connection to business performance and future risk exposure.

ll companies listed in the Company's parent company-only and consolidated financial
tatements as a percentage of NIAT listed in the parent company-only financial
tatements, and describe the policies, standards, and packages for payment of
emuneration, the procedures for determining remuneration, and its connection to
business performance and future risk exposure.
ll companies listed in the Company's parent company-only and consolidated financial
tatements as a percentage of NIAT listed in the parent company-only financial
tatements, and describe the policies, standards, and packages for payment of
emuneration, the procedures for determining remuneration, and its connection to
business performance and future risk exposure.
ll companies listed in the Company's parent company-only and consolidated financial
tatements as a percentage of NIAT listed in the parent company-only financial
tatements, and describe the policies, standards, and packages for payment of
emuneration, the procedures for determining remuneration, and its connection to
business performance and future risk exposure.
ll companies listed in the Company's parent company-only and consolidated financial
tatements as a percentage of NIAT listed in the parent company-only financial
tatements, and describe the policies, standards, and packages for payment of
emuneration, the procedures for determining remuneration, and its connection to
business performance and future risk exposure.
1. Analysis of total remuneration paid to this Company’s directors, CEO, general
managers, and vice presidentsinthe2 mostrecent years as a percentage ofNIAT:
Total remuneration paid to directors,
CEO, general managers, and vice
presidents as a percentage of NIAT in
2019
Total remuneration paid to directors,
CEO, general managers, and vice
presidents as a percentage of NIAT in
2018
The
Company
All companies listed in
the financial statements
The
Company
All companies listed in
the financial statements
7.08% 7.28% 4.96% 5.34%
  1. Policies, standards, and packages for payment of remuneration, the procedures for determining remuneration, and its connection to business performance and future risk exposure:

  2. (1) Directors:

Bonus paid by the Company mainly comprises bonus for directors. According to Article 34 of the Company's Articles of Incorporation, bonus distributed to directors shall not be greater than 1.5% of the Company's net income before taxes before deducting bonus distributed to employees and directors in the current year. The remuneration policy of the Directors is to provide reasonable remuneration, taking into account the Company’s overall operating performance, future operating risks and development trends in the industry, and individual contribution to the Company’s performance. The Remuneration Committee and the Board have reviewed the director-related remuneration, and review at any time the remuneration system in line with real operating conditions and laws and regulations, so as to strike a balance between risk control and sustainable management of the Company.

In 2019 and 2018, the fixed amount of bonuses for directors and supervisors was NT$9,600,000, respectively, accounting for approximately 0.30% and 0.39% of the Company's net income before taxes each year. The Company also paid attendance fees to directors each time a Board of Directors' meeting is convened. (2) CEO, general managers, and vice presidents: The Company has established the "Regulations Governing Compensation for Senior Executives", which stipulates that when a CEO, a general manager or a vice president is appointed, he/she shall be paid a fixed monthly salary based on the pay standards for similar positions in the industry. Any proposal to change employee bonus shall be made according to the Company's operational performance for the current year and by taking into individual performance appraisal. Such proposal shall first be submitted to the Remuneration Committee for review before it is delivered to the Board of Directors for resolution.

  • (3) The Company shall, at the end of the current year, generate a budget for the following year. The current state of economy and market environment, as well as forecasts of overall business performance and risk exposure in the following year, shall be referenced to make suitable adjustments to compensation paid to managerial officers.

  • 14 -

Names of managerial officers who receive employee bonus, and distribution of employee bonus

As of March 31, 2020 (Unit: NT$ thousands)

Title Name Amount
of shares
Amount
of cash
(Note 2)


Total
Total amount
of bonus as a
percentage of
NIAT (%)
Managerial officer CEO Leo Huang 0 59,370 59,370 3.2%
General Manager, Test &
Measurement BU
David Yang
General Manager, Integrated System
Solution BU
I-Shih Tseng
General Manager, Intelligent
Manufacturing System BU
Joe Lin
General Manager, Semiconductor Test
Equipment BU
George Chang
Vice President, Finance &
Administration Center
Paul Ying
Vice President, Operation
Management Center
Benjamin
Huang
Vice President, Manufacturing Center Steven Liu
Vice President, Sales Department 1,
Integrated System Solution BU
Herbert Tsai
Vice President, CEO Office C. C. Fan
Vice President, Planning Department,
Test & Measurement BU
Bobby Tseng
Vice President, Greater China Area
Sales Department, Test &
Measurement BU
Vincent Chen
Vice President, Technical Service
Department, Test & Measurement BU
Tony Yang
Vice President, R&D Department, Test
& Measurement BU
Vincent Wu
Vice President, R&D Department 1,
Integrated System Solution BU
Lance Ouyang
Vice President, Sales Department 2,
Integrated System Solution BU
Jeff Lee
Vice President, Planning Department,
Test & Measurement BU
Kenny Wang
Vice President, Planning Department,
Test & Measurement BU
Cindy Tai
Vice President, Planning Department,
Test & Measurement BU
Galen Chou
Vice President, Marketing
Department, the Smart Manufacturing
System BU
Arno Wu

Note 1: Allocation of profit-sharing employee bonus approved by the board of directors in 2019 for CEO and Vice president is based on the actual allocation sum ratio of the previous year.

  • 15 -

III. Operation of corporate governance

(I) Operation of Board of Directors

A total of 8 Board of Directors' meetings were held in 2019 with the following attendance records from directors:

Title Title Name Name Attendance
inperson
Attendance
by proxy
Percentage of attendance
inperson(%)
Percentage of attendance
inperson(%)
Percentage of attendance
inperson(%)
Remark
Chairman Leo Huang 8 - 100%
Independent
director
Tsung-Ming
Chung
8 - 100%
Independent
director
Quincy Lin 8 - 100%
Independent
director
Tai-Jen
GeorgeChen
8 - 100%
Director I-Shih Tseng 6 - 75%
Director Chung-Ju
Chang
8 - 100%
Director Tsun-IWang 8 - 100%
Other matters to be noted:
I.
If any of the following applies to the operation of Board of Directors, the date and session of
the Board of Directors' meeting, the content of proposals, independent directors’ opinions and
the Company's actions in response to independent directors’ opinions shall be stated.
(I)
Items listed in Article 14-3of theSecurities and Exchange Act:
Board of
Directors
Meeting
Date
Session
Proposal
All
independent
directors'
opinions
the Company's
actions in
response to
independent
directors’
opinions
2019.02.11
1st
Meeting
in 2019
(1)
Discussed the investment in the shares of
Israeli company, Camtek Ltd.
No opinion
Proposals
approved
2019.02.21
2nd
Meeting
in 2019
(1)
Annual remuneration for directors, and
attendance fees for directors and
supervisors who attended the Board of
Directors' meetings
(2)
2019 remuneration for members of the
Audit Committee, and attendance fees for
members who attended Audit Committee
meetings
(3)
2019 salary adjustment for managerial
officers
(4)
Approved the 2018 employee reward
distribution plan.
(5)
Approve 2018 internal control system
statement of the Company.
(6)
Capital loan for Chroma Japan Corp.
(7)
Propose to provide endorsements and
guarantees for reinvested companies in
Mainland China.
(8)
Approved the amendments to the
"Procedures for Acquisition and Disposal
No opinion
Proposals
approved
Board of
Directors
Meeting
Date
Session Proposal All
independent
directors'
opinions

the Company's
actions in
response to
independent
directors’
opinions
2019.02.11 1st
Meeting
in 2019
(1)
Discussed the investment in the shares of
Israeli company, Camtek Ltd.
No opinion Proposals
approved
2019.02.21 2nd
Meeting
in 2019
(1)
Annual remuneration for directors, and
attendance fees for directors and
supervisors who attended the Board of
Directors' meetings
(2)
2019 remuneration for members of the
Audit Committee, and attendance fees for
members who attended Audit Committee
meetings
(3)
2019 salary adjustment for managerial
officers
(4)
Approved the 2018 employee reward
distribution plan.
(5)
Approve 2018 internal control system
statement of the Company.
(6)
Capital loan for Chroma Japan Corp.
(7)
Propose to provide endorsements and
guarantees for reinvested companies in
Mainland China.
(8)
Approved the amendments to the
"Procedures for Acquisition and Disposal
No opinion Proposals
approved
  • 16 -
of Assets" and the "Procedures for
Derivatives Trading".
2019.04.30 3rd
meeting
in 2019
(1)
Endorsement and guarantee for Chroma
ATE Inc. (USA).
(2)
Endorsement and guarantee for Chroma
ATE Europe B.V.
(3)
Increase capital for Adivic Technology Co.
No opinion Proposals
approved
2019.06.24 4th
meeting
in 2019
(1)
The Company proposed to distribute to the
Manager the employee’s compensation
distribution for theyear of 2018.
No opinion Proposals
approved
2019.07.31 5th
meeting
in 2019
(1)
Capital loans to Chroma Systems Solutions,
Inc.
(2)
Endorsement and guarantee for Chroma
ATE (Suzhou) Co., Ltd.
(3) 2019 CPA fees.

No opinion
Proposals
approved
2019.09.25 6th
meeting
in 2019
(1)
Joint construction of land A7 for partial
ownership of surface rights.
No opinion Proposals
approved
2019.10.31 7th
meeting
in 2019
(1)
Capital loan for Chroma Japan Corp.
(2)
Endorsement and guarantee for Chroma
Japan Corp.
(3)
Endorsement and guarantee for Chroma
ATE Inc. (USA).
No opinion Proposals
approved
2019.12.19 8th
meeting
in 2019
(1) Formulate the audit plan for the year of
2020.
(2) Formulate amendments to the Company's
Internal Control System and Implementation
Rules for Internal Audit
(3) Capital loans to Chroma Systems Solutions,
Inc.
(4) Propose to provide endorsements and
guarantees for reinvested companies in
Mainland China.
(5) Proposal of investment increase in Chroma
Japan Corp.
No opinion Proposals
approved
  • 17 -

  • I. Participation in the operation of the Company. II. Improvement of the quality of the Board's decision-making; III. Composition and structure of the Board; IV. Election and continuing education of the Directors. V. Internal control. Self-evaluation of director performance shall comprise at least the six following dimensions: I. Alignment of the goals and missions of the Company. II. Awareness of the duties of a Director. III. Participation in the operation of the Company.

  • IV. Management of internal relationship and communication. V. The Director's professionalism and continuing education. The measurement items for the performance evaluation of functional committees shall at least include the following five dimensions:

  • I. Participation in the operation of the Company. II. Their recognition of the duties of the functional committee. III. Improvement in the quality of decision making by the functional committee.

  • IV. The composition of the functional committee, and election and appointment of committee members.

  • V. Internal control.

The implementation units use internal questionnaires for the overall operation of the Board, assessment of the Directors’ participation, operation of the Remuneration Committee, and operation of the Audit Committee. The results of the above performance appraisal shall be reported to the Board.

  • IV. Goals for enhancing the functions of the Board of Directors (such as establishing an Audit Committee or increasing information transparency) for the current year and most recent year as well as the assessment of the actions implemented:

The Company has set up the Audit Committee, and has formulated the “Audit Committee Charter”. The operation of the Audit Committee complies with the relevant laws and regulations. The Company's website also discloses important resolutions of the Board of Directors in the most recent year to safeguard the rights and interests of the shareholders.

In addition, the Company has established and operated the Remuneration Committee in accordance with the law. This committee assesses the salary and remuneration policy and system for directors and managerial officers, and provides recommendations to the Board of Directors for reference during decision-making. For the operation of corporate governance, refer to “Operation of corporate governance - (IV) Operation of Remuneration Committee”.

Note: (1) If Directors resign before the end of the year, the date of resignation should be included in the notes. The actual attendance (%) shall be calculated based on the number of meetings held by the Board of Directors and the actual presence (attendance) during the term of service.

(2) In case any seat of director has been re-elected before the end of the year, both the previous and current director shall be filled, and the Remarks column shall indicate whether a director was from a previous term, newly appointed, or re-appointed, and the date of re-election. The director's percentage of attendance in person (%) shall be calculated based on the number of Board of Directors' Meetings held and the actual attendance in person during his/her term of office.

  • 18 -

(II) Operation of Audit Committee

A total of 7 meetings were convened by the Audit Committee in 2019, with the attendance of independent directors listed as follows:

Title Name Attendance in
person
Attendance by
proxy
Percentage of attendance
inperson(%)
Remark
Chairperson Tsung-Ming
Chung
7 - 100%
Member QuincyLin 7 - 100%
Member Tai-Jen
GeorgeChen
7 - 100%
Other matters to be noted:
I. If any of the following applies to the operation of Audit Committee, the date and session of
the Board of Directors' meeting, the content of proposals, resolutions of the Audit
Committee and the Company's actions in response to opinions from the Audit Committee
shall be stated.
(I)Items listed in Article5of theSecurities and Exchange Act:
Date of
meeting
Session
Proposal
Resolution of the
Audit Committee
The
Company's
actions in
response to
the opinions
of the Audit
Committee
2019.02.11
1st
Meeting
in 2019
(1) Approved investment in the shares of
Israeli company, Camtek Ltd.
The 11th session
of the first
(February 11,
2019) audit
committee
approved by the
whole
committee.
Proposals
approved
2019.02.21
2nd
Meeting
in 2019
(1) 2018 business report and financial
statements
(2) Approve 2018 internal control system
statement of the Company.
(3) Capital loan for Chroma Japan Corp.
(4) Propose to provide endorsements and
guarantees for reinvested companies in
Mainland China.
(5) Approved the amendments to the
"Procedures for Acquisition and Disposal
of Assets" and the "Procedures for
Derivatives Trading".
The 12th session
of the first
(February 21,
2019) audit
committee
approved by the
whole
committee.
Proposals
approved
2019.04.30
3rd
meeting in
2019
(1) Endorsement and guarantee for Chroma
ATE Inc. (USA).
(2) Endorsement and guarantee for Chroma
ATE Europe B.V.
(3) Increase capital for Adivic Technology
Co.
The 13th session
of the first
(April 30, 2019)
audit committee
approved by the
whole
committee.
Proposals
approved
2019.07.31
5th
meeting in
2019
(1) Capital loans to Chroma Systems
Solutions, Inc.
(2) Endorsement andguarantee for Chroma
The 14th session
of the first (July
31, 2019) audit
Proposals
approved
  • 19 -
ATE (Suzhou) Co., Ltd. committee
(3) 2019 CPA fees. approved by the
whole
committee.
2019.09.25
6th
(1) Joint construction of land A7 for partial The 15th session Proposals
meeting in
ownership of surface rights.
of the first approved
2019 (September 25,
2019) audit
committee
approved by the
whole
committee.
2019.10.31
7th
(1) Capital loan for Chroma Japan Corp. The 16th session Proposals
meeting in
(2) Endorsement and guarantee for Chroma
of the first approved
2019 Japan Corp. (October 31,
(3) Endorsement and guarantee for Chroma 2019) audit
ATE Inc. (USA). committee
approved by the
whole
committee.
2019.12.19
8th
(1) Formulate the audit plan for the year The 17th session Proposals
meeting in
2020.
of the first approved
2019 (2) Formulate amendments to the Company's (December 19,
Internal Control System and 2019) audit
Implementation Rules for Internal Audit committee
(3) Capital loans to Chroma Systems approved by the
Solutions, Inc. whole
(4) Propose to provide endorsements and committee.
guarantees for reinvested companies in
Mainland China.
(5) Proposal to increase investment in Chroma
Japan Corp.
(II) Except the aforementioned matters, other resolutions approved by two-thirds or more of
all the directors but yet to be approved by the Audit Committee: None.
II. With regard to the recusal of independent directors from voting due to conflict of interests,
the name of independent directors, the content of proposals, reasons for recusal due to
conflict of interests and participation in voting shall be stated: None.
III. Communication between directors and the internal auditing officer and CPAs (including
material issues, audit methods and results relating to the Company's finances and business).
1. Communication between independent directors and Internal Auditing Officer:
(1) The Internal Auditing Officer shall complete an audit report at the end of every month
and submit the aforesaid report to the independent directors and they may request
clarification from the Internal Auditing Officer upon any inquiry.
(2) The Head of Internal Audit shall attend the meetings of the Audit Committee at least
once a quarter to give an internal audit business report, which shall include the
description of audit projects, significant items for improvement of internal audit and
improvement policies, etc., so the independent directors may have immediate access
for consultation and communication.
Date of Content of the communication Results
meeting
2019.02.21 (1) Reporting on internal audit activities. The independent
(2) Discussed the 2018 Statement on Internal Control
directors have no
System. opinion and approve.
2019.04.30 (1) Reporting on internal audit activities. The independent
directors have no
  • 20 -
opinion and approve.
2019.06.24 (1) Reporting on internal audit activities. The independent
directors have no
opinion and approve.
2019.07.31 (1) Reporting on internal audit activities. The independent
directors have no
opinion and approve.
2019.10.31 (1) Reporting on internal audit activities. The independent
directors have no
opinion and approve.
2019.12.19 (1) Reporting on internal audit activities.
(2) Discussed the audit plan for 2020.
(3) Amendments to the Company's Internal Control
System and Implementation Rules for Internal
Audit
The independent
directors have no
opinion and approve.
2020.02.26 (1) Reporting on internal audit activities.
(2) To discuss the Company’s statement of the
internal control system for theyear 2019.
The independent
directors have no
opinion and approval.

Note: *If independent directors are re-elected before the end of the year, new and former independent directors shall be listed accordingly and the "Remark" column shall indicate whether the status of an independent director is “Former”, “New” or “Re-elected” and the date of re-election. Percentage of attendance in person (%) shall be calculated based on the number of meetings held by the Audit Committee and the actual number of meetings attended during his/her term of office.

  • 21 -

(III) Implementation of corporate governance, discrepancies between its implementation and the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, and reasons for such discrepancies

Assessment Item Status of implementation Status of implementation Status of implementation Discrepancies
between its
implementation and
the Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies,
and reasons for such
discrepancies
Yes No Summary
I. Has the Company formulated and
disclosed its corporate governance
best practice principles in
accordance with the Corporate
Governance Best Practice
Principles for TWSE/TPEx Listed
Companies?
ˇ The Company has stipulated the
Corporate Governance Best Practice
Principles. For details on the principles,
visit the Market Observation Post System
(MOPS) or the official website of the
Company.

No discrepancies
II. Shareholder structure and
shareholders' rights and interest
(I) Has the Company established an
internal operating procedure for
handling matters related to
shareholders' recommendations,
doubts, disputes and lawsuits,
and implemented them
accordingly?
(II) Does the Company maintain a
list of major shareholders who
have actual control over the
Company and persons who have
ultimate control over the major
shareholders?
(III) Has the Company established
and implemented risk control
and firewall mechanisms
among its affiliated companies?
(IV) Has the Company formulated
internal regulations that prohibit
insiders of the Company from
trading securities using
undisclosed information in the
market?

ˇ
ˇ
ˇ
ˇ
(I) The Company has established a
system of spokespersons and deputy
spokespersons for handling
shareholders' proposals, inquiries,
and other relevant matters.
(II) The Company has delegated a
dedicated person to manage the
relevant information in order to
effectively assess shareholding by
the Company’s directors, managerial
officers, and major shareholders
holding more than 10% of the
Company's shares, and disclosed this
information in accordance with the
relevant regulations.
(III) The Company has established
regulations for the monitoring of
subsidiaries and delegated personnel
for supervising the financial
operations of these subsidiaries.
(IV) The Company has established
regulations for the prevention of
insider trading, which prohibit the
Company’s directors, employees,
and other insiders from using
information not yet disclosed to the
market for trading shares. These
Regulations may be downloaded
from the Company’s official
website.

No discrepancies
III. Composition and responsibilities
of Board of Directors:
(I) Has the Board of Directors drawn
up policies on the diversityof its
ˇ (I) The Company has formulated the
CorporateGovernance Best Practice
No discrepancies
  • 22 -
Assessment Item Status of implementation Status of implementation Status of implementation Discrepancies
between its
implementation and
the Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies,
and reasons for such
discrepancies
Yes No Summary
members and implemented them?
(II) Has the Company voluntarily
established other functional
committees, other than the
remuneration committee and
audit committee that are
established in accordance with
the law?
(III) Did the Company stipulate
regulations for assessing the
performance of the Board and the
process of assessment, conduct
performance appraisals on an
annual basis regularly, and
submit the results of the
performance appraisal to the
Board? Are the results used as a
reference for the remuneration of
individual Directors and the
nomination for re-appointment?
(IV) Does the Company regularly
evaluate the independence of
CPAs?


ˇ
ˇ
ˇ Principles, which stipulate that the
composition of the Board of
Directors must take in consideration
diversity, as well as the principles of
diversity, including basic criteria,
professional knowledge, and skills
which correspond to the operations,
business and development of the
Company. The composition of the
Company’s Board of Directors shall
take into account the members’
professional background, skills and
experiences required for the
Company’s businesses, as well as the
principles of diversity. The Board of
Directors comprises a total of 7
members, including 3 independent
directors.
(II) The Company has established the
Remuneration Committee and the
Audit Committee in accordance with
the law.
(III) The Board of Directors of the
Company has passed the Regulations
on the Evaluation of the Performance
of the Board and its evaluation
methods on 26 February 2020, which
stipulate that the Board shall perform
performance evaluation of itself, its
members, the Remuneration
Committee, and the Audit Committee
at least once a year.The Company's
Remuneration Committee shall
regularly review the policy, system,
standards, and structure for the
performance appraisal, salary, and
remuneration of directors and
managerial officers, and shall submit
its recommendations to the Board of
Directors' for deliberation.
(IV) In addition to the Statement of
Independence of Certified Public
Accountants, the Company regularly
assesses the independence of the
CPAs on an annual basis. The major
evaluation indicators are:not serving
  • 23 -
Assessment Item Status of implementation Status of implementation Status of implementation Discrepancies
between its
implementation and
the Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies,
and reasons for such
discrepancies
Yes No Summary
as a director, not a shareholder, not
receiving remuneration, absence of
significant interests with the
Company, non-involvement in the
decision-making functions of the
Company, and the not in the
employment of the Company for two
years before the commencement of
business, and reports the Board.
Assessment results for the most
recent year have been submitted to
the Board of Directors on December
19,2019.
IV. Does the TWSE/TPEx listed
company have a suitable and
appropriate number of corporate
governance personnel and
appoint a corporate governance
officer to be in charge of
corporate governance-related
matters (including but not
limited to supplying the
information requested by the
directors and supervisors for the
execution of their duties,
assisting the directors and
supervisors in compliance with
legal regulations, handling
matters related to board meetings
and shareholders’ meetings and
preparing minutes of board
meetings and shareholders’
meetings)?

ˇ
The financial department of the
Company has appointed a dedicated
person to take charge of corporate
governance-related affairs. This person
possesses more than three years of
experience engaging in finance, stock
affairs and meetings-related affairs at
public companies. Their main
responsibilities are to provide the
information needed by the directors to
execute their business, handle matters
related to meetings of the board of
directors and shareholders, and prepare
meetings.
The implementation of these matters in
the most recent year is listed as follows:
(1) Assisted the Board of Directors and
the Shareholders' Meeting in meeting
proceedings and compliance with
resolutions. (2) Draft the meeting
agenda, inform the directors 7 days prior
to the meeting, and provide meeting
information. If the meeting minutes
should be completed within 20 days after
the meeting. (3) Handled matters related
to the announcement of major messages
concerning important resolutions of the
Board of Directors after the meeting to
ensure the lawfulness and correctness of
the content of major messages so as to
protect information symmetry for
investor transactions. (4) Registered the
date of the shareholders' meeting in
advance according to the law and
prepared the meeting notice, handbook,
annual report, andmeetingminutes
No discrepancies
  • 24 -
Assessment Item Status of implementation Status of implementation Status of implementation Discrepancies
between its
implementation and
the Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies,
and reasons for such
discrepancies
Yes No Summary
withinthe statutory timelimit.
V. Has the Company established
channels of communication with
stakeholders (including but not
limited to shareholders, employees,
customers, and suppliers),
dedicated a section of the
Company's website for stakeholder
affairs and adequately responded
to stakeholders' inquiries on
material corporate social
responsibility (CSR)issues?


ˇ
This Company has established a CSR
area on its official website which
provided contact information, emails,
and other channels of communication to
stakeholders so that they may raise topics
that they are concerned with. These
concerns would then be promptly
addressed by this Company.

No discrepancies
VI. Does the Company commission a
professional shareholder services
agency to handle shareholders'
meetings and other relevant
affairs?

ˇ
The Company has appointed Taishin
International Bank to handle affairs of the
Board of Shareholders.

No discrepancies
VII. Information disclosure
(I) Has the Company established a
website to disclose information
on financial operations and
corporate governance?
(II) Has the Company adopted other
means of information disclosure
(such as establishing a website in
English, appointing specific
personnel to collect and disclose
company information,
implementing a spokesperson
system, and disclosing the
process of investor conferences
on the Company’s website)?
(III) Has the Company published and
report its annual financial report
within two months after the end
of a fiscal year, and publish and
report its financial reports for the
first, second and third quarters as
well as its operating status for
each month before the specified
deadline.
ˇ
ˇ
ˇ (I) The Company has established a
website with specific pages on
investor services and regular updates
on financial operations and
corporate governance. Website:
(www.chromaate.com)
(II) This Company has established
Chinese and English language
websites as well as a special area for
investor services. A professional has
been charged with collecting
information and providing regular
updates for financial operations. The
Company has delegated a
spokesperson and deputy
spokesperson. Investor conferences
are held on a regular basis, and
relevant information has been
disclosed using the Company's
official website.
(III) The Company publishes and reports
its annual financial reports and first,
second, and third-quarter financial
reports within the prescribed period,
together with its operations.



No discrepancies
VIII. Does the Company provide
other importantinformationthat
ˇ 1. Employee rights and interests:
According to theLaborStandardsAct
No discrepancies
  • 25 -
Assessment Item Status of implementation Status of implementation Status of implementation Discrepancies
between its
implementation and
the Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies,
and reasons for such
discrepancies
Yes No Summary
can help establish a better
understanding of the state of
corporate governance (including
but not limited to employee
rights, employee care, investor
relations, supplier relations,
stakeholders’ rights, continuing
education among directors and
supervisors, implementation of
risk management policies and
risk measurement standards,
implementation of customer
policies, and purchase of
liability insurance for directors
and supervisors of the
Company)?
and the Company's personnel
regulations; the Company takes
employee rights and interests seriously
and so sets up the employees' feedback
mailbox, communication channels and
various specific areas for discussion to
provide a comprehensive selection of
channels for feedback.
2. Employee care: In addition to
providing a good office environment,
employees also enjoy a diverse
selection of recreational facilities such
as swimming pools and gyms. To help
uphold family virtues and to promote
harmony between parents and their
children, the recreational facilities are
also available for the employees and
their family members during weekends
and public holidays. Various health
seminars and subsidies to societies and
clubs are also available to provide
employees with a selection of
recreational activities after work.
3. Investor relations: the Company's
website has an investors' service page,
a spokesperson and a deputy
spokesperson, specifically responsible
for public disclosure of company
matters. The Company also organizes
road show regularly to disclose
relevant information on the Company's
operations, and update the information
in the Company's website at the same
time.
4. Supplier relations: The business
strategy adopted by the Company
upholds trust as the highest guiding
principle and respects every
commitment made with both suppliers
and stakeholders. The Company aims
at building positive and interactive
relationships with suppliers and will
not delay payments without proper
cause.
5. Stakeholders’ rights: To provide
public investors with information
transparency and prompt notification,
financial and business information
postedinthe Company’s website shall
  • 26 -
Assessment Item Status of implementation Status of implementation Status of implementation Discrepancies
between its
implementation and
the Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies,
and reasons for such
discrepancies
Yes No Summary
be regularly updated.
6. Progress of training for directors: All
directors of the Company have
academic backgrounds and practical
experiences in business management
applicable to the business scope of the
Company. The following lists
financial, business, and professional
courses recently taken by the Company
directors and managerial officers (refer
to Note 1).
7. Implementation of risk management
policy and risk evaluation standards:
the Company has carefully stipulated
various internal control regulations to
manage and evaluate various risks.
8. Execution of customer policies: the
Company is involved in the sales of
instruments and equipment, and
provides excellent product inquiry
response as well as rapid maintenance
and other post-sales services to ensure
that the clients’ production lines
operate smoothly while maintaining
positive customer relationships.
9. Purchase of liability insurance for
directors: the Company has purchase
liability insurance for all the directors
and important staff. This action was
reported to the Board of Directors on
December 19,2019.
IX. Improvements made in the most recent year in response to the results of corporate governance evaluation
conducted by the Corporate Governance Center of the Taiwan Stock Exchange Corporation, and prioritized
matters and measures to be improved upon for matters that have not been improved. (this section need not
be completed by companies not listed for evaluations)
1. Improvements made in the most recent year:
(1) The Board Diversity Policy is disclosed on the Company’s website and annual report.
2.Prioritizedmatters andmeasures yet to beimproved:none.

Note 1: Progress of training for the Company's directors in 2019 up to the publication date of this annual report.

Title Name Training
date
Organizer Course title Course
hours
Independent
director

Quincy
Lin
2019/10/15 Securities and Futures
Institute of Taiwan
Corporate Governance
Association
Operating Practices of the
Remuneration Committee and the
Growth Strategy Committee
3
Independent
director

Tsung-
Ming
Chung
2019/07/23 Taiwan Academy of
Banking and Finance
Seminar on the Applied
Operations of the Board of
Directors andSupervisors and
3
  • 27 -
Corporate Governance
2019/11/14 Taiwan Academy of
Banking and Finance
Seminar on the Applied
Operations of the Board of
Directors and Supervisors and
Corporate Governance
3
Director Tsun-I
Wang
2019/09/02 Accounting Research and
Development Foundation
Analysis of new knowledge on
the corporate practice of “fraud
detection and prevention” and
“AIaudit”
6

Corporate governance training for managerial officers of the Company in 2019 up to the publication date of this annual report:

Title
Accounting
Manager
Name Training
date
Organizer Course title Course
hours

Paul Ying
2019/05/23~
2019/05/24


Accounting Research and
Development Foundation
Continuing Training Course for
Principal Accounting Officers of
Issuers, Securities Firms and
SecuritiesExchanges
12
  • 28 -

(IV) Composition, duties and operation of the Remuneration Committee

  1. Information on the members of the Remuneration Committee
Identity Criteria
Name
Does the individual have more than 5 years of
professional experience and the following
qualifications?
Does the individual have more than 5 years of
professional experience and the following
qualifications?
Does the individual have more than 5 years of
professional experience and the following
qualifications?
Meets the criteria for independence
(Note 1)
Meets the criteria for independence
(Note 1)
Meets the criteria for independence
(Note 1)
Meets the criteria for independence
(Note 1)
Meets the criteria for independence
(Note 1)
Meets the criteria for independence
(Note 1)
Meets the criteria for independence
(Note 1)
Meets the criteria for independence
(Note 1)
Meets the criteria for independence
(Note 1)
Meets the criteria for independence
(Note 1)
Number of
salary and
remuneration
committee
memberships
concurrently
held in other
public
companies


Remark
Currently serving
as an instructor or
in higher positions
in a private or
public college or
university in the
field of business,
law, finance,
accounting, or the
business sector of
the Company

Currently serving
as a judge,
prosecutor,
lawyer, certified
public accountant
or other
professional or
technician that
must undergo
national
examinations and
specialized license

Has
professional
experience
necessary for
business
administration,
legal affairs,
finance,
accounting or
company sales

1
2 3 4 5 6 7 8 9 10
Independent
director
Tai-Jen
George Chen

3
Independent
director
Tsung-Ming
Chung
0
Independent
director
Quincy Lin 1
  • Note 1: For any member who fulfills the relevant condition(s) two years before being elected or during the term of office, please tick (ü) the field under the corresponding condition(s). 

  • (1) Not employed by the Company or an affiliated business.

  • (2) Not serving as a director or supervisor of the Company or any affiliated business (this does not apply in cases where the person is an independent director of the Company, its parent or subsidiary, or a subsidiary of the same parent company established in pursuant to this law or local laws).

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

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

  • (5) Not a director, supervisor or employee of a corporate shareholder who directly holds more than 5% of the total number of issued shares of the Company or is ranked top 5 in holdings or is a legal person shareholder who is a director or supervisor of the Company per paragraph 1 or 2 of Article 27 of the Companies Act (this does not apply in cases where the person is an independent director of the Company, its parent or subsidiary, or a subsidiary of the same parent company established in pursuant to this law or local laws).

  • (6) Not a director, supervisor or employee of another company that is controlled by the same person but holds more than half of the shares carrying voting rights or director seats (this does not apply in cases where the person is an independent director of the Company, its parent or subsidiary, or a subsidiary of the same parent company established in pursuant to this law or local laws).

  • (7) Not a director (a member of the governing board), supervisor (a member of the supervising board) or employee of a company or institution which is the same person or spouse as the chairman, general manager or equivalent of the Company (except where the same person is an independent director of the Company and its parent, subsidiary or subsidiary which is the same parent company in compliance with the local laws or regulations).

  • (8) Not a director (a member of the governing board), supervisor (a member of the supervising board), managerial officer or shareholder who holds more than 5% of the shares of a specified company or institution that has a financial or business relationship with the Company (this does not apply in cases where the specified company or institution holds more than 20% of the total number of issued shares of the Company and does not exceed 50% of the total number of shares of the Company and the person is an independent director of the Company, its parent or subsidiary, or a subsidiary of the same parent company established in pursuant to this law or local laws)

  • (9) Not a professional individual or owner, partner, director (a member of the governing board), supervisor (a member of the supervising board), managerial officer and his/her spouse in respect of commercial, legal, financial, accounting, and other related services for which the audit was provided to the Company or its affiliated companies, or where the aggregate amount of remuneration in the past two years exceed NT$500,000. However, members of the special committee on remuneration, public acquisition review, or merger and acquisition who perform their functions and powers in accordance with the provisions of the Securities and Exchange Act or Business Mergers and Acquisitions Act and other relevant regulations shall not be subject to this provision.

  • (10) None of the circumstances in the subparagraphs of Article 30 of the Company Act apply.

  • 29 -

  • Operation of the Remuneration Committee

  • (1) The Company's Remuneration Committee comprises 3 members.

  • (2) Duration of the current term of service: June 19, 2017, until June 7, 2020, a total of 2 Salary and Remunerations Committee meetings (A) were held in 2019, members qualifications and attendance as follow:

Title Name Attendance in
person (B)
Attendance by
proxy
Percentage of
attendance in person
(%) (B/A) (Note)
Remark
Chairperson
Tai-Jen
George Chen

2
- 100%
Member Tsung-Ming
Chung
2 - 100%
Member Quincy Lin 2 - 100%
Other matters to be noted:
I.
Indicate the date of the Remuneration Committee's meeting in the most recent fiscal
year, sessions, the content of proposals, resolutions of the Committee, and the
results of the Company's actions in response to the opinions of the Remuneration
Committee
Session
Date
Content of Motion and Follow-up Actions Voting results
the Company's
actions in
response to the
opinions of the
Remuneration
Committee
First time
in 2018
2019.02.21 (1) Proposal for salary adjustment for
senior managers of the Company in the
year 2019.
(2) Proposal of the annual rewards for
directors, and attendance fees for
directors who attended Audit
Committee meetings
(3) Proposal of 2019 remuneration for
members of the Audit Committee, and
attendance fees for members who
attended Audit Committee meetings
Passed by all
members.
Proposed by the
Board of
Directors and
adopted with the
approval of all
attended
Directors.
Second
meeting in
2018
2019.06.24 The Company proposed to distribute to
the Manager the employee’s
compensation for the year of 2018.
Passed by all
members.
Proposed by the
Board of
Directors and
adopted with the
approval of all
attended
Directors.
II. If the Board of Directors does not adopt or amend the recommendations made by the
Remuneration Committee, the date and session of the Board of Directors' meeting,
resolutions, voting results and handling of opinions from the Remuneration Committee by
the Company shall be disclosed (if the remuneration approved by the Board of Directors
is better than that recommended by the Remuneration Committee, the discrepancies and
related reasons shall be stated): None.
III. If members of the Remuneration Committee have any dissenting opinion or qualified
opinion on the resolutions of the Remuneration Committee, where such opinions are
documented or issued through written statements, the date and session of the meeting of
the Remuneration Committee, resolutions, all the members' opinions and handling of these
opinions shall be stated: None.
Title Name Attendance in
person (B)
Attendance by
proxy
Percentage of
attendance in person
(%) (B/A) (Note)
Remark
Chairperson
Tai-Jen
George Chen

2
- 100%
Member Tsung-Ming
Chung
2 - 100%
Member Quincy Lin 2 - 100%
Other matters to be noted:
I.
Indicate the date of the Remuneration Committee's meeting in the most recent fiscal
year, sessions, the content of proposals, resolutions of the Committee, and the
results of the Company's actions in response to the opinions of the Remuneration
Committee
Session
Date
Content of Motion and Follow-up Actions Voting results
the Company's
actions in
response to the
opinions of the
Remuneration
Committee
First time
in 2018
2019.02.21 (1) Proposal for salary adjustment for
senior managers of the Company in the
year 2019.
(2) Proposal of the annual rewards for
directors, and attendance fees for
directors who attended Audit
Committee meetings
(3) Proposal of 2019 remuneration for
members of the Audit Committee, and
attendance fees for members who
attended Audit Committee meetings
Passed by all
members.
Proposed by the
Board of
Directors and
adopted with the
approval of all
attended
Directors.
Second
meeting in
2018
2019.06.24 The Company proposed to distribute to
the Manager the employee’s
compensation for the year of 2018.
Passed by all
members.
Proposed by the
Board of
Directors and
adopted with the
approval of all
attended
Directors.
II. If the Board of Directors does not adopt or amend the recommendations made by the
Remuneration Committee, the date and session of the Board of Directors' meeting,
resolutions, voting results and handling of opinions from the Remuneration Committee by
the Company shall be disclosed (if the remuneration approved by the Board of Directors
is better than that recommended by the Remuneration Committee, the discrepancies and
related reasons shall be stated): None.
III. If members of the Remuneration Committee have any dissenting opinion or qualified
opinion on the resolutions of the Remuneration Committee, where such opinions are
documented or issued through written statements, the date and session of the meeting of
the Remuneration Committee, resolutions, all the members' opinions and handling of these
opinions shall be stated: None.

III. If members of the Remuneration Committee have any dissenting opinion or qualified opinion on the resolutions of the Remuneration Committee, where such opinions are documented or issued through written statements, the date and session of the meeting of the Remuneration Committee, resolutions, all the members' opinions and handling of these opinions shall be stated: None.

Note: Where a member of the Remuneration Committee resigns before the end of the fiscal year, the "Remark" column shall be filled with the member's resignation date, whereas his/her percentage of attendance in person (%) shall be calculated based on the number of meetings held by the Remuneration Committee and the actual number of meetings attended during his/her term of office.

  • 30 -

  • (V) Corporate Social Responsibility (CSR), Deviations from "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" and Reasons

Practice Principles for TWSE/TPEx Listed Companies" and Reasons TWSE/TPEx Listed Companies" and Reasons TWSE/TPEx Listed Companies" and Reasons
Assessment Item Status of implementation Discrepancies
between its
implementation
and the Corporate
Social
Responsibility Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons for
such discrepancies
Yes No Summary
I. Has the Company assessed the
environmental, social, and corporate
governance risks related to its
operations based on the principle of
materiality and established related risk
management policies or strategies?
(Note 3)

ˇ
Adhering to its robust and pragmatic
business strategy and the concept of
sustainable operation, the Company
regularly and comprehensively reviewed the
overall risks of the Company and formulated
various comprehensive response measures to
address the risks that the Company may face
in advance. Possible risks include
operational risk, financial risk,
environmental risk, and information security
risk, etc. By establishing various risk
management mechanisms to manage various
potential risks that may affect our operations
and profits, the Company will reduce the
negative impact and loss caused by
accidents or risks when they occur, reduce
the Company’s operational risk and hazard
impact, respond quickly when risks arise and
develop response strategies and emergency
response measures to safeguard the safety
and interests of stakeholders on an ongoing
basis.
Business Risk
The Company has been committed to the
measurement instrument industry for an
extended period, maintaining good
interaction with customers and keeping
abreast of industry trends.
Information Security Risk
The IT department reviews the risk points of
information security management regularly
by improving the internal information
security management mechanism, and
comprehensively manages and tracks the
effectiveness of information security
management. Building a good IT
environment: introducing a host and desktop
virtualization system; Power backup for
server rooms and host system backup
mechanisms; Regular restoration of critical
testing systems and data to reduce the risk of
loss of important data, and formulation of
emergency response plans and staff
education and training.Protection and





No discrepancies
  • 31 -
Assessment Item Status of implementation Status of implementation Status of implementation Discrepancies
between its
implementation
and the Corporate
Social
Responsibility Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons for
such discrepancies
Yes No Summary
control of cybersecurity: enhancement of
cybersecurity protection and management of
the Internet access mechanism; endpoint
anti-virus and USB blockade; viruses and
fraudulent email screening; meanwhile, the
Company will also reinforce the protection
of confidential documents and R&D assets,
respect intellectual property rights and
promote and audit software regularly. 4.
Provide information security reports to the
management to reduce safety risks.
Occupational Safety Risk
1. The Company has an internal plan to
establish an occupational safety
management system and plans to introduce
ISO 45001 to identify the risks of
occupational hazards across the whole
factory and formulate relevant control
regulations to strengthen the implementation
of occupational safety control. 2.
Implementing contractor construction
management and strict employee education
and training to prevent occupational hazards.
3. Regularly review the legality of various
regulations.
Environmental risk
1. Actively develop green and innovative
energy-saving products, develop green
process technologies, and implement green
energy management in the plant. 2. To save
energy and reduce greenhouse gas
emissions, the specific measures include (1)
promoting energy-saving policy among
employees. (2) Introduced ISO14064-1
greenhouse gas inventory.
Supply chain risks
1. Review of quality suppliers: A strategic
view of “balancing procurement
competition” is adopted in cooperation with
suppliers. Qualified suppliers are then
selected based on the technical production
capacity, quality, price, delivery conditions,
and other conditions provided by suppliers
to diversify risk. 2. Qualified vendor
assessments twice a year. 3. Establishing
good relationshipswith suppliers,seekingto

  • 32 -
Assessment Item Status of implementation Status of implementation Status of implementation Discrepancies
between its
implementation
and the Corporate
Social
Responsibility Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons for
such discrepancies
Yes No Summary
establish a concept of mutual interests
between cooperation and mutual trust, and
achieve a win-win situation for both parties.
Disaster Risk
In order to prevent and manage the risks that
may arise from a disaster in a positive
manner, the key control points are drawn up
based on the probability and severity of the
hazards through 1. Risk Assessment - Prior
analysis of possible hazards. 2. Risk
response- In the event of a hazard,
immediate crisis management, and
emergency response measures will be
initiated to eliminate the occurrence of
hazard in order to ensure factory safety.
Ensuring the safety of factory workers meets
the highest standards in the technology
industry.
II. Has the Company established a
dedicated full-time (or part-time) unit
to promote CSR? Has the Board of
Directors authorized senior
management to handle such matters
and report its implementation to the
Board of Directors?
ˇ ESH unit shall concurrently implement CSR
activities, integrate various CSR efforts and
results from other departments, and provide
summary reports on CSR activities to upper
management on a regular basis. The
implementation of CSR in the most recent
year has been reported to the Board of
Directors onOctober31,2019.
No discrepancies
III. Environmental Issues
(I) Has the Company referred to the
nature of its industry to establish a
suitable environmental management
system (EMS)?
(II) Is the Company committed to
improving the usage efficiency of
various resources and utilizing
renewable resources with reduced
environmental impact?
ˇ
ˇ
(I) All environmental safety operations
are regulated in accordance with laws
and regulations. The Company
regularly tracks and declares the
amount of waste generated, sets targets
for waste reduction, carries out ideas
for resource recycling and sets various
energy saving programs to achieve the
goal of energy conservation and the
love for earth. The Company currently
obtains ISO 14001 attestation.
(II) The Company is committed to
developing green products, reducing
the use of hazardous substances, and
generating lead-free production
processes. Suitable recycling processes
are applied according to the attributes
of waste. Waste sorting is
implemented throughpolicy
No discrepancies
  • 33 -
Assessment Item Status of implementation Status of implementation Status of implementation Discrepancies
between its
implementation
and the Corporate
Social
Responsibility Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons for
such discrepancies
Yes No Summary
(III) Has the Company assessed the
potential risks and opportunities
arising from climate change at
present and in the future and taken
related countermeasures?
(IV) Has the Company the calculated the
greenhouse gas emissions, water
consumption, and total weight of
waste over the past two years and
established the policies with regard
to energy conservation and carbon
reduction, greenhouse gas
reductions, water consumption, and
waste management?

ˇ
ˇ
announcement and promotion,
lectures, labeling, posting and
secondary sorting to reduce waste and
increase resource recovery rate in
fulfilling the environmental protection
responsibility.
(III) The Company has established a
greenhouse gas inventory system for
the fourth year, established an
inventory mechanism for all possible
sources of greenhouse gases in the
organization, and regularly checked the
greenhouse gas emission of Scope 1
and Scope 2 of the plant in the previous
year on an annual basis. By fully
understanding the Company’s GHG
emissions and formulating short,
medium, and long-term reduction plans
based on individual emissions, the
Company’s actions in environmental
protection are demonstrated.
In the future, the Company will
continue to examine the greenhouse
gases emitted by the Company and
formulate related reduction measures to
capture the impact on the environment.
(IV) The Company has introduced ISO
14001 and ISO 14064 systems and has
passed external third-party inspection.
The Group has implemented measures
such as enhancing the efficiency of the
air-conditioning cooling system,
reducing energy consumption hardware
improvement project, installing power-
saving designs for air-conditioning
containers, replacing air-conditioning
temperature control system with
refrigerant flow measurement system,
strengthening power usage monitoring,
water-saving packing device and
gradually replacing all factory-wide
public lighting equipment with LED
lights to achieve energy saving and
carbon reduction, reduce energy
consumption, so as to reduce carbon
emission intensityand fulfill the


  • 34 -
Assessment Item Status of implementation Status of implementation Status of implementation Discrepancies
between its
implementation
and the Corporate
Social
Responsibility Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons for
such discrepancies
Yes No Summary
obligationofenvironmentalprotection.
IV. Social Issues
(I) Has the Company referred to relevant
laws and international human rights
instruments to stipulate relevant
management policies and
procedures?
(II) Has the Company established and
offered proper employee benefits
(including compensation, leave, and
other benefits) and reflected the
business performance or results in
employee compensation
appropriately?
(III) Has the Company provided
employees with safe and healthy
work environments as well as
regular classes on health and safety?
(IV) Has the Company established
effective career competence training
plan for its employees?
(V) Has the Company followed relevant
laws,regulations andinternational
ˇ
ˇ
ˇ
ˇ
ˇ
(I) The Company has established internal
management systems and procedures
and reported to the competent
authorities under the Labor Standards
Act, Enforcement Rules of the Labor
Standards Act, Labor Leave Rules,
Labor Insurance Ordinance, and other
labor-related regulations.
(II) The Company has formulated the
remuneration management regulations
so that our employees are aware of the
relevant rules and regulations and
participate in related salary surveys on
an annual basis to obtain the salary
level in the industry or participate in
the salary surveys of professional
consulting companies to understand the
level of the industry and serve as a
reference for the Company’s salary
standards. Annual employee benefits
are paid to employees in the following
year after allocation based on operating
performance.
(III) The Company regularly holds safety
and health education and training
courses, conducts periodic random
inspections, fire drills and contractor
management for the working
environment, and organizes various
seminars on physical and mental health
promotion each year for employees to
prevent physical and mental health
issues, and sets up special safety and
health management units and healthcare
rooms.
(IV) The Company has established
education and training management
regulations based on the skills,
knowledge, and management
capabilities required in the positions so
that employees can follow educational
training.
(V) The Company focuses on leading
manufacturersinthefield of


No discrepancies
  • 35 -
Assessment Item Status of implementation Status of implementation Status of implementation Discrepancies
between its
implementation
and the Corporate
Social
Responsibility Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons for
such discrepancies
Yes No Summary
guidelines for the customer health
and safety, customer privacy, and
marketing and labeling of its
products and services and
established related consumer
protection policies and grievance
procedures?
(VI) Has the Company established the
supplier management policies
requesting suppliers to comply with
laws and regulations related to
environmental protection,
occupational safety and health or
labor rights and supervised their
compliance?
ˇ measurement and provides customers
with innovative and quality services to
meet their needs. We have always been
striving to achieve our never-ending
goal of customer satisfaction. The
satisfaction survey is to thoroughly
understand customer satisfaction in all
aspects of the Company’s performance.
Recommendations for improvements
made to customers are tracked and
adjusted by business units periodically.
By turning customer feedback into the
driving force for improving products
and services, the ultimate goal is to
exceed customer expectations.
The Company complies with
regulations and international standards
in the marketing and labeling of
products and services. The Company
upholds the highest principle of
maintaining confidential information
for business with customers. In
addition to the Code of Conduct for
Employees, all confidential information
of the Company shall be kept by
professional units in custody to ensure
the safety of the property of customers.
(VI) The Company has established the
“Supplier Management Measures”.
New suppliers of major raw materials
are required to conduct on-site
evaluation for the first time and
approval is required before transactions
can be conducted. The Company also
conducts supplier assessment on a
regular basis, conducts commitment,
and works closely with trading partners
through supply chain assessment to
establish a long-term stable supply
chain system.
The Company’s suppliers have signed
commitments for hazardous substances
and prohibited the use of conflict
minerals, and the overall percentage of
such commitments has reached over
95%of the total suppliers.The

  • 36 -
Assessment Item Status of implementation Status of implementation Status of implementation Discrepancies
between its
implementation
and the Corporate
Social
Responsibility Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons for
such discrepancies
Yes No Summary
Company will continue to track
statistics and require new suppliers to
sign with existing trading suppliers.
The Company has gradually introduced
the hazardous substance management
system in 2015 and continues to
improve the use of hazardous
substances in products based on the
needs of customers. The system has
been fully implemented in 2018,
ensuring that the Company’s electronic
products comply with the global
chemical control regulations of the
European Union (such as RoHS,
REACH, EU, etc.), and requires
suppliers to sign the hazardous
substance commitment letter to
enhance the environmental qualities of
the Company’s products. As of the end
of 2019, the signing rate of suppliers
exceeded 95%. In the future, the Group
will continue to strengthen supplier
assessment standards on environmental
and social responsibility through the
publication of the Environmental and
Social Responsibility Questionnaire.
V. Did the Company, following
internationally recognized
guidelines, prepare and publish
reports such as its Corporate Social
Responsibility report to disclose
non-financial information of the
Company? Has the Company
received assurance or certification
of the aforesaid reports from a third
party accreditation institution?
ˇ The Company prepares the CSR Report with
reference to the requirements of the GRI
Standards, which is validated and certified
by BSI as a third party.

No discrepancies
VI. Where the Company has stipulated its own Best Practices on CSR according to the Corporate Social Responsibility
Best Practice Principles for TWSE/TPEx Listed Companies, please describe any gaps between the prescribed
best practices and actual activities taken by the Company:
The Company has stipulated the "Corporate Social Responsibility Best Practices", which specify various
specifications on environmental management, community services, human rights, stakeholder interest, and
community participation, can be downloaded from the official website of the Company. For details regarding
the implementation of CSR at the Company, refer to the CSR reports prepared bythe Company.
VII. Any important information useful for understanding the state of CSR operations:
(I) The Company promotes corporate social responsibility in a long-term manner. Every year, the Company reveals
its sustainable development status and business philosophy throughCSR reports, andreports theimplementation
  • 37 -
Assessment Item Status of implementation Status of implementation Status of implementation Discrepancies
between its
implementation
and the Corporate
Social
Responsibility Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons for
such discrepancies
Yes No Summary
of CSR to the public based on the concept and practice of transparency, openness and corporate social
sustainability.
The Company's risk issues related to the implementation of human rights are described below:
1.
Diversity, inclusiveness and equal opportunities:
 The Company does not exhibit language, attitude, and behavior which engage in differential treatment due to
gender, race, social status, age, marital status, family status, language, religion, party affiliation, nationality,
appearance, facial features, mental/physical handicap, etc.
 The Company ensures equal opportunity employment policy and fairness in terms of employment, salary
benefits, training, evaluation, and promotion opportunity, as well as provides effective and appropriate
complaint mechanism to avoid violation of employee human rights. In addition, the Company is committed
to creating equal employment, as well as eliminating prejudice and harassment in the workplace.
2.
Healthy and safe workplace:
 The Company conducts a full range of employee health management, establishes a professional and warm
medical room, and provides employees with a wealth of medical resources. The Company shows concern for
employees' health at all times via the cloud health management system. Besides, the Company also holds a
wide variety of health talks.
 The Company is committed to providing a safe and healthy work environment so that employees can work at
ease. The Occupational Safety and Hygiene Committee has been set up to review the safety and health-related
issues and plans regularly on a quarterly basis. In addition, the Company conducts regular occupational safety
promotion and training for colleagues, while successfully obtaining safe workplace certification.
3. Reasonable working hours: The regulations of the Company stipulate the specifications for working hours
and extension of working hours. The Company also regularly cares for and manages employee attendance.
4. Freedom of association: the Company encourages employees to cultivate interest, strengthen physical and
mental health. In addition, the Company has formulated the regulations governing subsidies for clubs and
societies, where all colleagues can apply for the establishment of societies in accordance with these
regulations.
5. Labor-management consultation: the Company has established a smooth communication channel, and holds
regular labor-management conferences to maintain the rights and interests of both parties.
6. Privacy protection: In order to fully protect the privacy of clients and stakeholders, the Company has
established a comprehensive information security management system, and complies with strict control
specifications and protective measures.
(II) CSR activities carried out in 2019
The subjects of donation activities in 2019 are: Tainan Zhiyuan Foundation, Qiu Zaixing Cultural and
Educational Foundation, Paper Windmill Cultural and Educational Foundation, Boyou Social Welfare
Foundation, Taoyuan Police Friends Association, Guishan Police Friends Association , Hualien Mennonite
Christian Hospital, Lifeline Association, Jiaotong University Strategy Office, Jiaotong University Everest
summit project, Jiaotong University Electrical and Computer Engineering department development, laboratory
and talent cultivation, etc. The total donation amount is about NT$ 8.49 million.
(III)The Company was awarded the Bronze Award of the 12th TCSA Taiwan Corporate Sustainability Report
(Environment, Social Governance) in 2019. The award was organized by the Taiwan Institute for Corporate
Sustainability and was given based on 64 indicators and 106 key performance indicators to demonstrate
corporate sustainability.
In respect of the sustainable operation of the Company, apart from the pursuit of revenue growth, the
Company also attaches great importance to the development of corporate social responsibility by actively
developing world-class products and striving to become a world-class enterprise. In order to strengthen the
communicationwith stakeholders,theCompanyissues theCorporateSocial ResponsibilityReport annually,
  • 38 -
Assessment Item Status of implementation Status of implementation Status of implementation Discrepancies
between its
implementation
and the Corporate
Social
Responsibility Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons for
such discrepancies
Yes No Summary
which details the performance and results of sustainable operation in economic, environmental and social
aspects. In the face of global warming and to mitigate of environmental impacts caused by the manufacturing
process, the Company developed test equipment for possible energy recovery, saved a large amount of
electricity consumed during the power discharge process, provided clean and stable power supply returns on
the grid, and achieved a recycling efficiency of more than 90% to solve the problem of energy wastage by
traditional equipment.
Chroma is committed to social welfare and care, taking care of the underprivileged and giving warmth to
those in need. In order to strengthen the cultivation of talents in the industry, Chroma and Taiwan University
of Science and Technology established a research and development center through industry-academic
cooperation and exchange, jointly nurturing professional talents and enhancing research and development
capabilities. In the future, we will continue to give back to the society with more concrete actions and promote
the sustainable development of society.
Looking ahead, the Company will continue to focus on innovation and research and development and adopt
an international business model to gain insight into the future trends of the industry and the society, to benefit
employees and contribute to the society,and towork towards a sustainable and bright future.
results of sustainable operation in economic, environmental and social

Note 1: If "Yes" under the "Status of Operations" is ticked off, please explain the key policies, strategies, and measures adopted and their implementation results; if "No" is ticked off, please give the reason and specify related policies, strategies, and measures to be adopted in the future.

  • Note 2: Companies that have compiled CSR reports may specify ways to access the report and indicate the page numbers of the cited pages.

  • Note 3: The principle of materiality refers to environmental, social and corporate governance issues that have significant impacts on the Company's investors and other stakeholders.

  • 39 -

(VI) Compliance with ethical corporate management and measures implemented

Assessment Item Status of implementation Status of implementation Status of implementation Discrepancies
between its
implementation and
the Ethical
Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons for
such discrepancies
Yes No Summary
I. Formulating ethical corporate
management policies and programs
(I) Has the Company established the
ethical corporate management
policies approved by the Board of
Directors and specified in its rules
and external documents the ethical
corporate management policies and
practices and the commitment of the
board of directors and senior
management to rigorous and
thorough implementation of such
policies?
(II) Has the Company established a risk
assessment mechanism against
unethical conduct, analyze and
assess on a regular basis business
activities within its business scope
which are at a higher risk of being
involved in unethical conduct, and
establish prevention programs
accordingly, which shall at least
include the preventive measures
specified in Paragraph 2, Article 7
of the "Ethical Corporate
Management Best Practice
Principles for TWSE/TPEx Listed
Companies"?
(III) Has the Company specified in its
prevention programs the operating
procedures, guidelines,
punishments for violations, and a
grievance system and implemented
them and review the prevention
programs on a regular basis?


ˇ
ˇ
ˇ
(I)
The Company has formulated
its “Ethical Corporate
Management Best Practice
Principles”, “Operating Rules
for Ethical Corporate
Management Best Practice
Principles” and “Code of
Ethical Conduct”, and relevant
policies and proposals have
been approved by the Board.
(II) The Company has evaluated
and prevented the risk of high
dishonest behavior, and
preventive measures cover at
least the behaviors specified in
Paragraph 2, Article 7 of the
Ethical Corporate
Management Best Practice
Principles of the Company.
(III) In addition to communication
to internal personnel of this
Corporation regarding the
importance of ethical conduct
and prescribing various
procedures for handling and
forestalling unethical conducts
within the "Code of Integrity
Practice Rules", this
Corporation also requires
suppliers to sign a Supplier
Commitment towards
Business Integrity that clearly
stipulate a prohibition against
improper or unethical conduct
during the process of business
transaction.Meanwhile, this



No discrepancies
  • 40 -
Assessment Item Status of implementation Status of implementation Status of implementation Discrepancies
between its
implementation and
the Ethical
Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons for
such discrepancies
Yes No Summary
Corporation stipulated the
Regulations for Employee
Reward and Disciplinarian
Actions as the basis for
rewarding and penalizing
employee conduct. The
rewarding and penalizing of
employee conduct,
disciplinarian actions were
taken against violations, and
handling of personal appeals
are implemented according to
theseRegulations.
II. Implementing ethical corporate
management
(I) Has the Company evaluated ethical
records of its counterparty? Does
the contract signed by the
Company and its trading
counterparty clearly provide terms
on ethical conduct?
(II) Has the Company set up a
dedicated unit under the Board of
Directors to promote ethical
corporate management and
regularly (at least once every year)
report to the Board of Directors the
implementation of the ethical
corporate management policies and
prevention programs against
unethical conduct?



ˇ
ˇ
(I) To ensure that mutual trust and
integrity form the basis of all
business dealings, the Company’s
management regulations require
suppliers to sign a letter of
commitment towards business
integrity, which clearly prohibited
any improper or unethical conduct
in business activities and
immediate blacklisting of any
violators. Standard
purchasing/sales contracts of the
Company also clearly stipulate
terms for business integrity and
prohibition of unethical dealings
and conduct.
(II) The Company designated the
Audit Office directly under the
Board of Directors as the
responsible owner for revising,
implementing, interpreting,
providing counseling services,
reporting, registering, and filing
the contents of the "Operational
Rules for Ethical Corporate
Management Best Practice
Principles", supervising the
implementation of these rules,
and providing regular reports to
the Board of Directors. The
implementationand audit of


No discrepancies
  • 41 -
Assessment Item Status of implementation Status of implementation Status of implementation Discrepancies
between its
implementation and
the Ethical
Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons for
such discrepancies
Yes No Summary
(III) Has the Company established
policies to prevent conflicts of
interest, provided an appropriate
channel for reporting such conflicts
and implemented them?
(IV) Has the Company established
effective accounting systems and
internal control systems to
implement ethical corporate
management and had its internal
audit unit, based on the results of
assessment of the risk of
involvement in unethical conduct,
devise relevant audit plans and
audit the compliance with the
prevention programs accordingly
or entrusted a CPA to conduct the
audit?
(V) Does the Company regularly hold
internal and external training
related to ethical corporate
management?

ˇ
ˇ
ˇ
ethical corporate management
in the most recent year has been
reported to the Board of
Directors on December 19,
2019.
(III) The Company has established
the "Ethical Corporate
Management Best Principles
Practice", which clearly specify
the policy to prevent conflicts
of interest. The official website
of the Company displays
independent e-mail address and
dedicated telephone line as
channels for internal and
external personnel of the
Company to make
whistleblower reports. Any
report shall be immediately
handled by the responsible unit.
(IV) To implement ethical
corporate management, the
Company has established an
effective accounting system and
internal control system
according to the constituent
elements of the internal system,
and the internal auditing unit
shall conduct audits according
to the annual audit plan.
(V) New recruits are regularly
taught with the Company's
organizational, cultural, and
internal workplace morality and
ethics, emphasizing the
importance of individual and
work integrity, in the meantime,
conducts internal awareness
programs conveying the
importance of integrity.



III. Implementation of the Company’s
whistleblowing system
(I)Has the Company established a
ˇ (I) The Companyhas established No discrepancies
  • 42 -
Assessment Item Status of implementation Status of implementation Status of implementation Discrepancies
between its
implementation and
the Ethical
Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons for
such discrepancies
Yes No Summary
specific whistleblowing and
reward system, set up convenient
whistleblowing channels and
designated appropriate personnel
to handle investigations against
wrongdoers?
(II) Has the Company established the
standard operating procedures for
investigating reported misconduct,
follow-up measures to be adopted
after the investigation, and related
confidentiality mechanisms?
(III) Has the Company set up protection
for whistleblowers to prevent them
from being subjected to
inappropriate measures as a result
of reporting such incidents?

ˇ
ˇ
and announced an independent
whistleblowing email address
([email protected]) and a
dedicated telephone line (03-
3279999 ext. 8301) for
whistleblowers to report cases
to the Company's dedicated
personnel.
(II) The Company has established
standard operating procedures
for handling whistleblowing
investigations and the relevant
confidentiality mechanisms.
The handling personnel shall
investigate cases reported by
whistleblowers, generate
records, submit a report, file
relevant documents, and
maintain the confidentiality of
whistleblowers' identities and
the content of reported cases.
(III) The Company has established
the standard operating
procedures for handling
whistleblowing investigations
and the relevant confidentiality
mechanisms to maintain the
confidentiality of
whistleblowers' identities and
the content of reported cases.
IV. Enhancing information disclosure
(I) Has the Company disclosed the
contents of its best practices for
ethical corporate management and
the effectiveness of relevant
activities upon its official website or
Market Observation Post System
(MOPS)?
ˇ The Company has established an
electronic bulletin board to provide
prompt announcements related to
relevant regulations and activities.
Any regulations related to the Code
of Business Conduct as well as
compliance to ethical conduct shall
also be disclosed upon this
Company’s officialwebsite.
No discrepancies
V. If the Company has formulated its own principles of integrity operation based on "Code of Integrity Practice
Rules for TWSE/TPEx Listed corporations", please state the difference between its principles and its
operation: No difference.

V. If the Company has formulated its own principles of integrity operation based on "Code of Integrity Practice Rules for TWSE/TPEx Listed corporations", please state the difference between its principles and its operation: No difference.

  • 43 -
Assessment Item Status of implementation Status of implementation Status of implementation Discrepancies
between its
implementation and
the Ethical
Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons for
such discrepancies
Yes No Summary
VI. Other important information that facilitates the understanding of the implementation of ethical corporate
management: (such as review and amendment of the Company's Ethical Corporate Management Best
Practice Principles)
To ensure that employees at the Company comply with the Company's ethical standards, the
Company has established the "Ethical Corporate Management Best Practice Principles", "Operational
Rules for Ethical Corporate Management Best Practice Principles", and "Code of Ethical Conduct", so
that every internal employee, supervisor and member of the Board of Directors better understand the
ethical standards during performance of duties, and adheres to high demands on oneself.
For details regarding the operations and implementation of ethical corporate management at the
Company, refer to the published "Ethical Corporate Management Best Practice Principles", "Operational
management and measures implemented”. For details regarding the Company's "Ethical Corporate
Management Best Practice Principles", "Code of Ethical Conduct", and "Operational Rules for Ethical
Corporate Management Best Practice Principles", visit MOPS or the official website of the Company.
  • (VII) If the Company has established the corporate governance best practice principles and other relevant regulations, the means to search for these regulations shall be disclosed.

  • Refer to MOPS or the official website of the Company for details regarding the Corporate Governance Best Practice Principles formulated by the Company and specifications provided by these best practice principles with regard to protecting shareholders’ rights and interests, enhancing the functions of the Board of Directors, respecting stakeholders’ rights and interests, and enhancing information transparency.

  • (VIII) Other important information to enhance the understanding of the implementation of corporate governance at the Company

The Company has established the "Regulations Governing Prevention of Insider Trading" as the basis of major news and information disclosure mechanism at the Company. Besides, the Company conducts inspection from time to time to ensure compliance with the laws and regulations. These regulations can be found on the internal website of the Company.

  • (IX) Protective measures for the work environment and personal safety of employees

  • (1) Employee safety:

    • Employee fire safety teams shall work with local fire departments to conduct fire safety and evacuation exercises, disaster prevention, and emergency drills.

    • Establish and enforce self-inspection plans to regularly inspect, maintain, and repair high- and low-voltage electrical equipment, elevators, air conditioning, fire safety equipment, potable water, water towers, and other forms of machinery and equipment to protect employee safety.

    • Commission professional cleaning companies to maintain building sanitation and implement sterilization processes.

    • Commission qualified security firms to enforce access controls and security operations.

  • (2) Employee insurance:

  • 44 -

  • Purchase labor and health insurance for employees in accordance with the regulations and insurance for different income brackets.

  • Purchase social insurances for personnel stationed overseas in accordance with local laws.

  • Provide employees with regular life insurance, accidental injury insurance, accident and health insurance, hospitalization insurance, cancer health care insurance, and workplace accident insurance.

  • (3) Physical and mental health care for employees:

  • Entrust qualified medical institutions to regularly perform employee health checks, apply health checks that are superior to laws and regulations, and establish a sound health management system to implement and implement health management to safeguard employees' health.

  • Incorporate the Sexual Harassment Prevention Act in employees’ work regulations, establish the Sexual Harassment Prevention Committee, and designate dedicated personnel for handling such matters.

  • Set up a nursing room equipped with a complete breastfeeding environment and equipment to offer a high-quality breastfeeding environment for breastfeeding employees and protect their privacy during breastfeeding.

  • Carry out four cancer screenings and special health check-ups each year to promote employee health care and early detection of diseases.

  • AED automatic external defibrillators, first-aid kits and qualified first-aid personnel are set up at each factory site, and first-aid and AED education training courses are conducted. Branch offices have also reached the level of safe workplace applied, thereby enhancing workplace safety.

  • Establish employee recreation centers, which are equipped with swimming pools, spa, gyms, dance classrooms, equipment and other materials for employee use.

  • Conduct health promotion courses from time to time, such as emotional management, interpersonal communication, parenting, healthy eating, and health care.

  • Regularly organize health promotion activities, promote healthy meals, conduct a diverse range of sports instruction courses, organize health promotion talks, and organize health testing activities, etc. every year, to provide employees with disease prevention and health promotion measures for physical and mental relaxation, physical management, and weight control.

  • Regularly organize health promotion activities, promote healthy meals, and conduct a diverse range of sports and dancing areas within the perimeter of the factory.

  • Establish the Employee Welfare Committee to regularly organize various employee welfare activities, such as domestic travel, festival vouchers or gift delivery, free movie tickets, etc. A total of 14 clubs and societies have been established at the Company, including hiking club, badminton club, movie club, dance club, board game club, basketball club, etc. to provide employees with different leisure and health channels.

  • 45 -

(X) Implementation of internal control system

1. Statement on Internal Control System

Chroma ATE Inc. Statement on Internal Control System

  • Date: February 26, 2020

  • The Statement of Internal Control System is issued based on the self-assessment of the Company in 2019: I. The Company acknowledges that the establishment, implementation, and maintenance of the internal control system are the responsibilities of the Company’s Board of Directors and managerial officers, and have established such a system. The objectives of this system are to meet various goals including achieving operational benefits and efficiency (including profitability, performance, as well as asset and safety protection), and ensuring the reliability, timeliness, transparency and regulatory compliance of reporting, thereby providing reasonable assurance.

  • II. An internal control system has inherent constraints. No matter how comprehensive its design may be, an effective internal control system is only capable of providing adequate assurance for achieving the abovementioned objectives. In addition, the effectiveness of an internal control system may change with the environment and under different situations. However, the Company's internal control system is equipped with self-monitoring mechanisms, thereby allowing the Company to take immediate remedial actions in response to any identified deficiency.

  • III. The Company determines whether or not the design and implementation of its internal control system is effective according to the items for determining the effectiveness of internal control system as stated in the Regulations Governing Establishment of Internal Control Systems by Public Companies (hereinafter referred to as the "Regulations"). The internal control system is divided into 5 key components according to the process of management control to generate internal control system assessment items adopted by the Regulations, including: 1. control environment; 2. risk assessment; 3. control operations; 4. information and communications and; 5. monitoring operations. Each key component also includes a number of items. Refer to the Regulations for more information on the abovementioned items.

  • IV. The Company has adopted the aforementioned internal control system assessment items to evaluate the effectiveness of its ICS design and implementation.

  • V. Based on the findings of such evaluation, the Company believes that, on December 31, 2019, it has maintained, in all material respects, an effective internal control system (that includes the supervision and management of our subsidiaries), to provide reasonable assurance over our operational effectiveness and efficiency, reliability, timeliness, transparency of reporting, and compliance with applicable rulings, laws, and regulations.

  • VI. The Statement shall be a major content of the Company that the design and implementation shall be publicly disclosed. Should the abovementioned content contain illegalities such as fraudulent and hidden information, the Corporation shall be subject to legal responsibilities provided in Article 20, Article 32, Article 171 and Article 174 of the Securities and Exchange Act.

  • VII. This statement has been approved by the Board of Directors on February 26, 2020, amongst the 7 directors that attended the meeting, none objected, and the remaining have all agreed with the contents of this statement. Chroma ATE Inc. Chairman: Leo Huang signature CEO: Leo Huang signature

  • 46 -

  • If a CPA has been hired to carry out a special audit of the internal control system, please furnish the CPA audit report: None.

  • (XI) Penalties imposed on the Corporation and its internal staff, penalties imposed on its internal staff by the Company for violation of internal control regulations, major deficiencies and status of improvements made in the most recent year up to the publication date of this annual report: None.

  • (XII) Major resolutions of the Shareholders' Meeting and the Board of Directors in the most recent year up to the publication date of this annual report

  • Major resolutions of the Shareholders' Meeting and status of implementation

Date 2019 Annual Meeting of Shareholders convened 2019.06.18 1. Approved the 2018 Business Report and Financial Statements. Status of implementation: The resolution was passed. 2. Approval of 2018 earnings distribution proposal. State of implementation: Approved by resolution. The ex-dividend date was set to August 3, 2019. The cash dividend for the shareholders was completely paid on August 15, 2019. (NTD 4.17782622 per share). 3. Approved amendments to the Company's Articles of Incorporation. Status of implementation: The resolution was passed. On July 17, 2019, the Ministry of Economic Affairs approved the registration of these amendments. These amendments were announced on the official website of the Company. 4. Approve amended "Procedure for Acquisition and Disposal of Assets" of the Company. Implementation status: The resolution was passed and the amended “Procedures for Acquisition or Disposal of Assets” was implemented, which was published on the Company’s website. 5. Adoption of the amendment to the "Procedure for Engaging in Transaction Processing of Derivative Commodities". Implementation status: The resolution was passed and the procedure for engaging in derivatives trading was carried out in accordance with the revised Procedures for Engaging in Derivatives Trading, which was published on the Company’s website.

  1. Key resolutions of the Board of Directors

2019.02.11 Approved the investment in the shares of the Israeli company, Camtek Ltd. 2019.02.21 1. Approved the annual rewards for directors, and attendance fees for directors who attended Board of Directors' meetings

  1. Approved the 2019 rewards for members of the Audit Committee, and attendance fees for members who attended Audit Committee meetings

  2. Approved the 2019 salary adjustment for managerial officers. 4. Approved the 2018 employee reward distribution plan. 5. Approved the 2018 business report and financial statements. 6. Approved the proposal for distribution of 2018 profits.

  3. Approved the issuance of the 2018 Statement on Internal Control System. 8. Approved capital loan for Chroma Japan Corp.

  4. Approved the endorsement and guarantee for subsidiaries in Mainland China.

  5. Approved the amendments to the "Procedures for Acquisition and Disposal of Assets" and the "Procedures for Derivatives Trading".

  6. Approved amendments to the Company's Articles of Incorporation. 12. Approved the 2019 business plan.

  7. 47 -

  8. Approved the date of capital decrease through the extinguishment of new restricted employee shares. 14. Approved the convening of the 2019 Annual General Meeting and the issues raised by the shareholders. 2019.04.30 1. Q1 2019 financial statements. 2. Approved the endorsement and guarantee for Chroma ATE Inc. (USA). 3. Approved the endorsement and guarantee for Chroma ATE Europe BV. 4. Approved capital increase for Adivic Technology Co. 5. Approved the proposal for the base date for capital increase of employee stock options. 6. Approve line of credit extension proposal from financial institution of the Company. 7. Approval of the establishment of Standard Procedures for Disposal of Directors’ Requirements. 2019.06.24 1. To approve the resolution on the distribution of employee’s compensation to the Manager for year 2018. 2. Matters pertaining to adjustment of the subscription price of employee stock warrants by setting the record date for the dividend distribution in 2019. 3. Approved the date of capital decrease through the extinguishment of new restricted employee shares. 4. Approve line of credit extension proposal from financial institution of the Company. 2019.07.31 1. Q2 2019 financial statements. 2. Approved capital loan for Chroma Systems Solutions, Inc. 3. Approved the endorsement and guarantee for Chroma Electronics (Suzhou) Co., Ltd. 4. Approved the 2019 CPA fees. 5. Approved the date of capital decrease through the extinguishment of new restricted employee shares. 6. Approved the proposal for the base date for capital increase of employee stock options. 7. Approved the application for credit extension to financial institution. 2019.09.25 Approved joint construction of land A7 for partial ownership of surface rights. 2019.10.31 1. Q3 2019 financial statements. 2. Approved capital loans to Chroma Japan Corp. 3. Approved the endorsement and guarantee for Chroma Japan Corp. 4. Approved the endorsement and guarantee for Chroma ATE Inc. (USA) 5. Approved the proposal for the base date for capital increase of employee stock options. 2019.12.19 1. Approved the 2020 audit plan. 2. Approved the amendments to the “Internal Control System” and the “Implementation Rules for Internal Audit”. 3. Approved capital loan for Chroma Systems Solutions, Inc. 4. Approved endorsements and guarantees for reinvested companies in Mainland China. 5. Approve investment increase for Chroma Japan Corp. 6. Approved the Company’s 2018 Retained Earnings Plow Back Plan. 2020.2.26 1. Approved the annual rewards for directors, and attendance fees for directors who attended Board of Directors' meetings 2. Approved the 2020 rewards for members of the Audit Committee, and attendance fees for members who attended Audit Committee meetings - 48 -

  9. Approved the 2020 salary adjustment for managerial officers.

  10. Approved the formulation of the Regulations Governing the Evaluation of the Performance of the Board of Directors.

  11. Approved the 2019 employee reward distribution plan.

  12. Approved the 2019 business report and financial statements.

  13. Approval of 2019 earnings distribution proposal.

  14. Approved the issuance of the 2019 Statement on Internal Control System. 9. Approved capital loan for Chroma Japan Corp.

  15. Approved the amendments to the Company’s “Operational Procedures for Endorsements/Guarantees for Others” and “Procedures for Lending Funds to Other Parties”.

  16. Approved the amendments to the "Audit Committee Charter," "Remuneration Committee Charter" and "Board Meeting Rules" of the Company.

  17. Approved the 2020 business plan.

  18. Approved the proposal for the base date for capital increase of employee stock warrants.

  19. Approved the handling of director re-election and director candidacy (including those for independent directors).

  20. Approved the proposal of the removal of the non-competition restrictions for newly appointed Directors.

  21. Approved the convening of the 2020 Annual General Meeting and the issues raised by the shareholders.

  22. (XIII) Dissenting Opinions or Qualified Opinions on Resolutions Passed by the Board of Directors Which are Made by Directors and are Documented or Issued through Written Statements, in the Most Recent Year Up to the Publication Date of This Annual Report: None

  23. (XIV) Any resignation or dismissal of the Company's chairperson of the board, general manager, accounting manager, financial executive, internal audit manager, and research and development executive in the most recent year up to the publication date of this report: None.

  24. 49 -

IV. CPA fees

  • (I) Amount of audit and non-audit fees paid to CPAs, accounting firm and its affiliated companies, and content of non-audit services

Range of CPA fees

Range of CPA fees Range of CPA fees
Name of
accountingfirm
Name of CPA Audit period Remark
Deloitte & Touche Cheng-Ming Lee Wen-Chi Kuo 2019.01.01~2019.12.31

Note: If the Company has replaced the CPAs or accounting firm in the current year, the audit period shall be listed separately, and the reason for replacement shall be stated in the Remark column.

Unit: NT$ thousands Unit: NT$ thousands
Fee Fee item
range
Audit fee Non-audit fee Total
1 Less than NT$2,000,000 1,568 1,568
2 NT$2,000,000 (inclusive) to
NT$4,000,000 (not inclusive)
3 NT$4,000,000 (inclusive) to
NT$6,000,000 (not inclusive)
4 NT$6,000,000 (inclusive) to
NT$8,000,000 (not inclusive)
6,210 6,210
5 NT$8,000,000 (inclusive) to
NT$10,000,000 (not inclusive)
6 NT$10,000,000 and above

Information on CPA fees

Unit: NT$ thousands

Name of
accounting
firm
Name of
CPA
Audit
fee
Non-audit fee Non-audit fee Non-audit fee Non-audit fee Audit
period
Remark
System
design

Business
registration
Human
resources
Others
(Note 1)
Subtotal
Deloitte &
Touche
Cheng-
Ming Lee
Wen-Chi
Kuo

6,210
1,568 1,568 2019.01.01
~
2019.12.31
  - Note 1: Advance payment, subsidiary audit disbursement, English report, direct credit check, accounting standards advisory service, and employee salary information check etc.
  • (II) Where the accounting firm was replaced, and the audit fees for the year when replacement was made was less than that in the previous fiscal year before replacement, the amount of audit fees paid before replacement and the reasons for paying such an amount shall be disclosed: None.

  • (III) Where the audit fees for the year were reduced by more than 15% compared to the previous year, the amount and percentage of decrease in audit fees, as well as the reason for such decrease shall be disclosed: None.

  • V. Replacement of CPAs: None.

  • VI. The Corporation's Chairman, CEO, or any managerial officer in charge of finance or accounting matters who has held a position at the accounting firm of its CPAs or at an affiliated company in the most recent year: None.

  • 50 -

  • VII. Shareholding transfer and equity pledge changes of Directors or Managerial Officers Holding More Than ten percent (10%) of Company shares during the Year of the Publication Date of Annual Report

  • Transfer of shares and changes in equity pledge relating to the directors, managers and primary shareholders:

Title Name 2019 2019 In the year of 2020, as of April
12th
In the year of 2020, as of April
12th
Increase
(decrease) in the
number of shares
held
Increase
(decrease) in the
number of
sharespledged
Increase
(decrease) in
the number of
shares held
Increase
(decrease) in the
number of
sharespledged
Chairman and CEO Leo Huang 272,000
0

0

0
Independent director QuincyLin 0
0

0

0
Independent director Tsung-MingChung 0
0

0

0
Independent director Tai-Jen George Chen 0
0

0

0
Director and General Manager, Integrated System
Solution BU
I-Shih Tseng 127,000
0

0

0
Director Tsun-I Wang 0
0

0

0
Director Chung-Ju Chang 0
0

0

0
General Manager,Test & Measurement BU David Yang 110,000
0

(93,000)
0
President C.C. Ho(Note 1) 0
0

-

-
General Manager,Intelligent ManufacturingSystem BU Joe Lin 54,200
0

0

0
General Manager,Semiconductor Test Equipment BU George Chang (19,400) 0
(28,000)
0
Vice President, Finance & Administration Center Paul Ying 71,000
0

(54,000)
0
Vice President,ManufacturingCenter Steven Liu 74,000
0

(5,000)
0
Vice President,Operation Management Center Benjamin Huang 104,000
0

0

0
Vice President, R&D Department, Semiconductor Test
Equipment BU
Max Chang (Note 2) 0
0

-

-
Vice President, Sales Department 1, Integrated System
Solution BU
Herbert Tsai (1,500)
0

(9,000)

0
Vice President,CEO Office C. C. Fan 22,000
0

(37,000)
0
Vice President, Planning Department, Test &
Measurement BU
Bobby Tseng (19,000)
0

(9,000)

0
Vice President, Greater China Area Sales Department,
Test & Measurement BU
Vincent Chen 18,000
0

0

0
Vice President, Technical Service Department, Test &
Measurement BU
Tony Yang 48,000
0

(12,000)

0
Vice President, R&D Department, Test & Measurement
BU
Vincent Wu 11,000
0

(47,000)

0
Vice President, R&D Department 1, Integrated System
Solution BU
Lance Ouyang 25,500
0

0

0
Vice President, Sales Department 2, Integrated System
Solution BU
Jeff Lee 13,500
0

0

0
Vice President, Planning Department, Test &
Measurement BU
Kenny Wang 22,000
0

0

0
Vice President, Planning Department, Test &
Measurement BU
Cindy Tai 12,000
0

(9,000)

0
Vice President, Planning Department, Test &
Measurement BU
Galen Chou 15,000
0

0

0
Vice President, Sales Department , Intelligent
ManufacturingSystem BU
Arno Wu (Note 3) -
-

0

0

Note 1: On June 1, 2019, due to dismissal of the position, the change in shareholding as of that date was provided.

Note 2: Mr. Max Chang resigned on January 31, 2019. Therefore, changes in equity held by Mr. Max Chang are provided as of this date.

Note 3: Mr. Galen Chou was promoted to the position of Vice President on February 1, 2020. Therefore, changes in equity held by Mr. Arno Wu is provided as of this date.

2. Where the counterparty for equity transfer is a related person:

Name
(Note 1)
Reason for
equity
transfer
Date of
transaction
Counterparty Relationship between trading
counterparties and corporations, directors,
supervisors and shareholders with
shareholding percentage exceeding10%

Number of
shares held
Transaction
price
C. C.
Fan
Gift 2019.4.24 Fan Jiang Yi Children 8,000 Not applicable

Note 1: Fill in the name of the Company's directors, supervisors, managers and shareholders with shareholding percentage exceeding 10%.

  1. Where the counterparty of equity pledged is a related party: None.

  2. 51 -

VIII. Information on the 10 largest shareholders who are related parties or each other's spouses and relatives within the second degree of kinship

Information on the relationships between the 10 largest shareholders

Name
(Note 1)
Shares held by the person Shares held by the person Shares held by spouse or
minor children
Shares held by spouse or
minor children
Shares held in the name of
other persons
Shares held in the name of
other persons
Title or name and relationship
of the 10 largest shareholders
who are related parties or
each other's spouses and
relatives within the second
degree of kinship (Note 2)
Title or name and relationship
of the 10 largest shareholders
who are related parties or
each other's spouses and
relatives within the second
degree of kinship (Note 2)
Remark
Number of
shares held
Shareholding
percentage

Number of
shares held
Shareholding
percentage
Number of
shares held
Shareholding
percentage

Name
Relation
Leo Huang 20,763,897
4.94%

9,294,362

2.21%

0

0

Shu-Chuan
Chen
Spouse
JPMorgan Chase Bank
N.A., Taipei Branch in
custody for Stichting
Depositary APG
Emerging Markets
EquityPool
16,410,000
3.90%

0

0

0

0

None
None
Chun-Sheng Chen 15,113,308
3.59%
11,074,646
2.63%

0

0
Yu-Mei Hsueh Spouse
JPMorgan Chase Bank
N.A., Taipei Branch in
custody for Schroder
International Selection
Fund - Asian Absolute
Return
13,082,000
3.11%

0

0

0

0

None
None
Yu-Mei Hsueh 11,074,646
2.63%
15,113,308
3.59%

0

0
Chun-Sheng
Chen
Spouse
First State Asia Pacific
Leaders fund, a sub-
fund of First State
Investment
9,459,000
2.25%

0

0

0

0

None
None
Shu-Chuan Chen 9,294,362
2.21%
20,763,897
4.94%

0

0

Leo Huang
Spouse
Nan Shan Life
Insurance Co., Ltd
Representative: Ying-
tsungTu
8,662,000
2.06%

0

0

0

0

None
None
JPMorgan Chase Bank
N.A., Taipei Branch in
custody for Vanguard
Total International
Stock Index Fund, a
series of Vanguard Star
Funds
7,061,121
1.68%

0

0

0

0

None
None
Government of
Singapore - GOS -
EFM C
6,082,524
1.45%

0

0

0

0

None
None

Note 1: The 10 largest shareholders shall be listed. For corporate shareholders, the title of the corporate shareholder as well as the name of the representative shall be indicated.

Note 2: Shareholders to be disclosed in the preceding item shall include legal persons and natural persons. Relationships between shareholders shall be disclosed according to the financial reporting standards used by the issuer.

  • 52 -

  • IX. Number of Shares Held and Combined Shareholdings Percentage in the Same Investment Business by the Company, the Company's Directors, Managers, and Companies Directly or Indirectly Controlled by the Company

Combined shareholding percentage

Unit: thousand shares / thousand units of foreign currency

Other companies invested by this
Company (Note 1)
Investments by this
Corporation
Investments by this
Corporation
Investments of Directors and
managers and directly or
indirectly controlled
businesses
Investments of Directors and
managers and directly or
indirectly controlled
businesses

Total investments

Total investments
Number of
shares held
Shareholding
percentage
(%)

Number of
shares held
Shareholding
percentage
(%)

Number of
shares held
Shareholding
percentage (%)
Neworld Electronics Ltd. 64,013
100.0

0

0

64,013

100.0
Adlink TechnologyInc. 24,502
11.3

13

0

24,515

11.3
Chroma New Material Corporation 25,000
100.0

0

0

25,000

100.0
Chroma Investment Co.,Ltd. 14,000
100.0

0

0

14,000

100.0
Dynascan TechnologyCorp. 9,841
27.3

5,100

14.2

14,941

41.5
Sensational HoldingLtd. 1,200
100.0

0

0

1,200

100.0
Chroma ATE Europe B.V. 1
100.0

0

0

1

100.0
Chroma ATE Inc. 1,000
100.0

0

0

1,000

100.0
Chroma Systems Solutions, Inc.
(Note 2)
120
25.0

240

50.0

360

75.0
Chen Hwa TechnologyInc. 3,085
100.0

0

0

3,085

100.0
CHI Incorporation Ltd. 3,830
100.0

0

0

3,830

100.0
San Eagle Development Corp 2,050
100.0

0

0

2,050

100.0
Testar Electronic Corporation 20,160
67.2

5,414

18.1

25,574

85.3
MAS Automation Corp. 10,000
100.0

0

0

10,000

100.0
DeepRed HoldingCo., Ltd. 215
100.0

0

0

215

100.0
Chroma Japan Corp. 9
100.0

0

0

9

100.0
Chih Ho Shun Development Co.,
Ltd.
1,750
35.0

0

0

1,750

35.0
Adivic TechnologyCo., Ltd. 12,590
74.1

0

0

12,590

74.1
EVT TechnologyCo., Ltd. 9,412
85.6

89

0.8

9,501

86.4
Quantel Private Ltd. 1,914
60.0

0

0

1,914

60.0
Innovative Nanotech, Inc. 14,214
71.1

700

3.5

14,914

74.6
Touch Cloud Inc. 5,700
78.1

0

0

5,700

78.1
Camtek Ltd. 7,817
20.2

0

0

7,817

20.2
Adivic HoldingCorporation 0
0

1,000

100.0

1,000

100.0
Wei Da Electric Vehicle Co., Ltd. 0
0

375

75.0

375

75.0
Wei KuangMech.Eng.Inc. 0
0

4,475

100.0

4,475

100.0
Quantel Technologies India Private
Ltd.
0
0

65

100.0

65

100.0
Quantel Global Vietnam Co.,Ltd.
(Note 3)
0
0

US$200

100.0

US$200

100.0
Quantel Global Sdn. Bhd. 0
0

600

100.0

600

100.0
Quantel Global Philippines
Corporation
0
0

99

100.0

99

100.0
Chroma GermanyGmbH 0
0

30

100.0

30

100.0
Sajet System Technology (Suzhou)
Co., Ltd. (Note 3)
0
0

RMB$8,374

100.0

RMB$8,374

100.0
  • 53 -
Other companies invested by this
Company (Note 1)
Investments by this
Corporation
Investments by this
Corporation
Investments of Directors and
managers and directly or
indirectly controlled
businesses
Investments of Directors and
managers and directly or
indirectly controlled
businesses

Total investments

Total investments
Number of
shares held
Shareholding
percentage
(%)

Number of
shares held
Shareholding
percentage
(%)

Number of
shares held
Shareholding
percentage (%)
Chroma Electronics (Shenzhen)
Co., Ltd.(Note 3)
0
0

HK$30,000

100.0

HK$30,000

100.0
Chroma Electronics (Shanghai) Co.,
Ltd.(Note 3)

0

0

US$3,000

100.0

US$3,000

100.0
Chroma (Shanghai) Trading Co.,
Ltd.(Note 3)
0
0

US$2,700

100.0

US$2,700

100.0
Chroma ATE(Suzhou)Co., Ltd. 0
0

US$3,800

100.0

US$3,800

100.0
Mou Kuan Technologies (Nanjing)
Co., Ltd.
0
0

RMB$1,737

100.0

RMB$1,737

100.0
Wei Kuang Automatic Equipment
(Nanjing)Co., Ltd.(Note 3)
0
0
RMB$11,871
100.0
RMB$11,871
100.0
Wei Kuang Automatic Equipment
(Xiamen) Co., Ltd. (Note 3)
0
0
RMB$11,417
100.0
RMB$11,417
100.0

Note 1: Reinvested companies are invested by the Company using the equity method.

Note 2: Consolidated shareholding percentage of this Company and its subsidiary CHROMA ATE INC. was 75%.

Note 3: These invested companies have yet to issue any share. Therefore, only the amount and percentage of capital contribution are indicated.

  • 54 -

Chapter 4 Financing Status

I. Capital and shares

(I) Source of shares

Year and
month

Price at
issuance
Authorized capitalstock Authorized capitalstock Paid-incapital Paid-incapital Remark

Number of
shares held
(thousand
shares)
Amount
(thousand
dollars)
Number of
shares held
(thousand
shares)
Amount
(thousand
dollars)
Source of share capital Equity
contributions
made in the form
of assets other
thancash

Others
1996.08 10 70,000 700,000 54,365 543,650 Recapitalizationof retained earnings None Note1
1997.08 10 100,000
1,000,000

79,300

793,000

Recapitalization of retained earnings:
NT$149,350,000
Cash capital increase:
NT$100,000,000
None Note 2
1998.06 10 150,000
1,500,000

115,200
1,152,000
Recapitalization of retained earnings:
NT$259,000,000
Cash capital increase:
NT$100,000,000
None Note 3
1999.05 10 200,000
2,000,000

152,160
1,521,600
Recapitalization of retained earnings:
NT$312,000,000
Recapitalization of capital reserve:
NT$57,600,000
None Note 4
2000.06 10 250,000
2,500,000

201,300
2,013,000
Recapitalization of retained earnings:
NT$415,320,000
Recapitalization of capital reserve:
NT$76,080,000
None Note 5
2001.01 10 250,000
2,500,000

208,358
2,083,588 Capital increase in connection with
merger: NT$70,580,000
None Note 6
2001.03 10 250,000
2,500,000

201,358
2,013,588 Treasury stock extinguished:
NT$70,000,000
None Note 7
2001.07 10 320,000
3,200,000

234,300
2,343,000
Recapitalization of retained earnings:
NT$269,000,000
Recapitalization of capital reserve:
NT$60,400,000
None Note 8
2002.07 10 320,000
3,200,000

252,690
2,526,900
Recapitalization of retained earnings:
NT$19,890,000
Recapitalization of capital reserve:
NT$164,010,000
None Note 9
2003.07 10 360,000
3,600,000

272,289
2,722,892 Recapitalization of retained earnings:
NT$195,990,000
None Note 10
2004.03 10 360,000
3,600,000

252,579
2,525,787
Treasury stock extinguished:
NT$200,000,000
Stocks converted from stock
warrants: NT$2,890,000
None Note 11
2004.07 10 360,000
3,600,000

262,705
2,627,052
Recapitalization of capital reserve:
NT$96,520,000
Stocks converted from stock
warrants: NT$4,750,000
None Note 12
2004.10 10 360,000
3,600,000

263,405
2,634,047 Stocks converted from stock
warrants: NT$7,000,000
None Note 13
2005.01 10 360,000
3,600,000

263,882
2,638,819 Stocks converted from stock
warrants: NT$4,770,000
None Note 13
2005.03 10 360,000
3,600,000

264,171
2,641,709 Stocks converted from stock
warrants: NT$2,890,000
None Note 13
2005.07 10 360,000
3,600,000

272,374
2,723,744
Recapitalization of retained earnings:
NT$75,130,000
Stocks converted from stock
warrants: NT$6,910,000
None Note 14
2005.10 10 360,000
3,600,000

272,693
2,726,929 Stocks converted from stock
warrants: NT$3,190,000
None Note 15
2006.01 10 360,000
3,600,000

274,258
2,742,584 Stocks converted from stock
warrants: NT$15,660,000
None Note 15
2006.03 10 360,000
3,600,000

274,932
2,749,317 Stocks converted from stock
warrants: NT$6,730,000
None Note 15
2006.06 10 360,000 3,600,000 284,344 2,843,442 Recapitalizationof retained earnings: None Note16
  • 55 -
Year and
month

Price at
issuance
Authorized capitalstock Authorized capitalstock Paid-incapital Paid-incapital Remark

Number of
shares held
(thousand
shares)
Amount
(thousand
dollars)
Number of
shares held
(thousand
shares)
Amount
(thousand
dollars)
Source of share capital Equity
contributions
made in the form
of assets other
thancash

Others
NT$81,370,000
Stocks converted from stock
warrants: NT$12,760,000
2006.10 10 360,000
3,600,000

285,154
2,851,542 Stocks converted from stock
warrants: NT$8,100,000
None Note 15
2007.01 10 360,000
3,600,000

286,378
2,863,779 Stocks converted from stock
warrants: NT$12,240,000
None Note 15
2007.03 10 360,000
3,600,000

287,410
2,874,099 Stocks converted from stock
warrants: NT$10,320,000
None Note 15
2007.08 10 400,000
4,000,000

302,311
3,023,114
Recapitalization of retained earnings:
NT$142,490,000
Stocks converted from stock
warrants: NT$6,520,000
None Note 17
2007.10 10 400,000
4,000,000

302,713
3,027,134 Stocks converted from stock
warrants: NT$4,020,000
None Note 15
2008.01 10 400,000
4,000,000

304,244
3,042,441 Stocks converted from stock
warrants: NT$15,310,000
None Note 15
2008.03 10 400,000
4,000,000

305,058
3,050,581 Stocks converted from stock
warrants: NT$8,140,000
None Note 15
2008.08 10 400,000
4,000,000

329,542
3,295,419
Recapitalization of retained earnings:
NT$234,820,000
Stocks converted from stock
warrants: NT$10,020,000
None Note 18
2008.10 10 400,000
4,000,000

329,664
3,296,644 Stocks converted from stock
warrants: NT$1,230,000
None Note 15
2009.01 10 400,000
4,000,000

329,915
3,299,151 Stocks converted from stock
warrants: NT$2,510,000
None Note 15
2009.03 10 400,000
4,000,000

331,600
3,316,004 Stocks converted from stock
warrants: NT$16,850,000
None Note 15
2009.07 10 450,000
4,500,000

348,909
3,489,089
Recapitalization of retained earnings:
NT$166,100,000
Stocks converted from stock
warrants: NT$6,990,000
None Note 19
2009.10 10 450,000
4,500,000

349,598
3,495,984 Stocks converted from stock
warrants: NT$6,900,000
None Note 15
2010.01 10 450,000
4,500,000

349,767
3,497,674 Stocks converted from stock
warrants: NT$1,690,000
None Note 15
2010.03 10 450,000
4,500,000

350,076
3,500,756 Stocks converted from stock
warrants: NT$3,080,000
None Note 15
2010.07 10 450,000
4,500,000

362,077
3,620,771
Recapitalization of retained earnings:
NT$105,500,000
Stocks converted from stock
warrants: NT$14,520,000
None Note 20
2010.10 10 450,000
4,500,000

362,144
3,621,441 Stocks converted from stock
warrants: NT$670,000
None Note 15
2011.01 10 450,000
4,500,000

362,269
3,622,691 Stocks converted from stock
warrants: NT$1,250,000
None Note 15
2011.07 10 450,000
4,500,000

376,760
3,767,599 Recapitalization of retained earnings:
NT$144,910,000
None Note 21
2014.12 10 450,000
4,500,000

378,086
3,780,862 Stocks converted from convertible
corporate bonds: NT$13,260,000
None Note 22
2015.01 10 450,000
4,500,000

378,782
3,787,821 Stocks converted from convertible
corporate bonds: NT$6,960,000
None Note 22
2015.05 10 450,000
4,500,000

378,786
3,787,862 Stocks converted from convertible
corporate bonds: NT$40,000
None Note 22
2015.11 10 450,000
4,500,000

379,030
3,790,300 Stocks converted from stock
warrants: NT$2,440,000
None Note 23
2016.01 10 450,000
4,500,000

379,170
3,791,698 Stocks converted from stock
warrants: NT$1,400,000
None Note 23
2016.05 10 450,000
4,500,000

379,693
3,796,934 Stocks converted from convertible
corporate bonds: NT$2,890,000
None Note 22
to Note
  • 56 -
Year and
month

Price at
issuance
Authorized capitalstock Authorized capitalstock Paid-incapital Paid-incapital Remark

Number of
shares held
(thousand
shares)
Amount
(thousand
dollars)
Number of
shares held
(thousand
shares)
Amount
(thousand
dollars)
Source of share capital Equity
contributions
made in the form
of assets other
thancash

Others
Stocks converted from stock
warrants: NT$2,350,000
23
2016.07 10 450,000
4,500,000

383,373
3,833,732
Stocks converted from convertible
corporate bonds: NT$4,620,000
Stocks converted from stock
warrants: NT$1,180,000
New restricted employee shares:
NT$31,000,000
None Note 22
to Note
24
2016.12 10 450,000
4,500,000

387,158
3,871,576
Stocks converted from convertible
corporate bonds: NT$28,500,000
Stocks converted from stock
warrants: NT$9,350,000
None Note 22
to Note
23
2017.01 10 450,000
4,500,000

389,887
3,898,872
Stocks converted from convertible
corporate bonds: NT$23,820,000
Stocks converted from stock
warrants: NT$3,470,000
None Note 22
to Note
23
2017.05 10 450,000
4,500,000

405,090
4,050,904
Stocks converted from convertible
corporate bonds: NT$149,580,000
Stocks converted from stock
warrants: NT$2,450,000
None Note 22
to Note
23
2017.06 10 450,000
4,500,000

405,275
4,052,754 New restricted employee shares:
NT$1,850,000
None Note 24
2017.07 10 450,000
4,500,000

405,263
4,052,631 New restricted employee shares
extinguished: NT$120,000
None Note 24
2017.08 10 450,000
4,500,000

408,051
4,080,513
Stocks converted from convertible
corporate bonds: NT$27,220,000
Stocks converted from stock
warrants: NT$670,000
None Note 22
to Note
23
2017.11 10 450,000
4,500,000

409,410
4,094,101
Stocks converted from convertible
corporate bonds: NT$4,300,000
Stocks converted from stock
warrants: NT$9,290,000
None Note 22
to Note
23
2018.01 10 450,000
4,500,000

411,894
4,118,942
Stocks converted from convertible
corporate bonds: NT$20,420,000
Stocks converted from stock
warrants: NT$4,430,000
None Note 22
to Note
23
2018.05 10 450,000
4,500,000

412,953
4,129,532
Stocks converted from convertible
corporate bonds: NT$220,000
Stocks converted from stock
warrants: NT$10,910,000
New restricted employee shares
extinguished: NT$540,000
None Note 22
to Note
25
2018.09 10 450,000
4,500,000

414,359
4,143,594
Stocks converted from convertible
corporate bonds: NT$80,000
Stocks converted from stock
warrants: NT$14,070,000
New restricted employee shares
extinguished: NT$90,000
None Note 22
to Note
25
2018.11 10 450,000
4,500,000

416,443
4,164,431
Stocks converted from convertible
corporate bonds: NT$14,940,000
Stocks converted from stock
warrants: NT$6,100,000
New restricted employee shares
extinguished: NT$210,000
None Note 22
to Note
25
2019.01 10 450,000
4,500,000

416,779
4,167,794
Stocks converted from convertible
corporate bonds: NT$900,000
Stocks converted from stock
warrants: NT$2,460,000
None Notes 22,
23, and
25
2019.03 10 450,000
4,500,000

416,717
4,167,174 New restricted employee shares
extinguished: NT$620,000
None Note 24
2019.05 10 450,000 4,500,000 417,394 4,173,942 Stocks convertedfromstock None Notes23
  • 57 -
Year and
month

Price at
issuance
Authorized capitalstock Authorized capitalstock Paid-incapital Paid-incapital Remark

Number of
shares held
(thousand
shares)
Amount
(thousand
dollars)
Number of
shares held
(thousand
shares)
Amount
(thousand
dollars)
Source of share capital Equity
contributions
made in the form
of assets other
thancash

Others
warrants: NT$ 6,770,000 and25
2019.07 10 500,000
5,000,000

417,382
4,173,823 New restricted employee shares
extinguished: NT$120,000
None Note 24
2019.08 10 500,000
5,000,000

419,093
4,190,926
Stocks converted from stock
warrants: NT$17,370,000
New restricted employee shares
extinguished: NT$270,000
None Note
23~25
2019.11 10 500,000
5,000,000

419,296
4,192,961 Stocks converted from stock
warrants: NT$2,040,000
None Note 25
2020.03 10 500,000
5,000,000

419,526
4,195,256 Stocks converted from stock
warrants: NT$2,300,000
None Note 25
2020.04 10 500,000
5,000,000

420,490
4,204,902 Stocks converted from stock
warrants: NT$ 9,650,000
None Note 26

Note 1: Approved by the Securities and Exchange Commission, Ministry of Finance as per letter with Ref. No. (85) Taiwan-Finance-Securities (I) 41514 dated July 8, 1996 Note 2: Approved by the Securities and Exchange Commission, Ministry of Finance as per letter with Ref. No. (86) Taiwan-Finance-Securities (I) 45915 dated June 25, 1997 Note 3: Approved by the Securities and Exchange Commission, Ministry of Finance as per letter with Ref. No. (87) Taiwan-Finance-Securities (I) 46094 dated June 8, 1998 Note 4: Approved by the Securities and Exchange Commission, Ministry of Finance as per letter with Ref. No. (88) Taiwan-Finance-Securities (I) 48548 dated May 24, 1999

Note 5: Approved by the Securities and Exchange Commission, Ministry of Finance as per letter with Ref. No. (89) Taiwan-Finance-Securities (I) 49542 dated June 8, 2000 Note 6: Approved by the Securities and Exchange Commission, Ministry of Finance as per letter with Ref. No. (89) Taiwan-Finance-Securities (I) 83405 dated December 18, 2000 Note 7: Approved by the Securities and Exchange Commission, Ministry of Finance as per letter with Ref. No. (89) Taiwan-Finance-Securities (III) 102418 dated December 22, 2000 Note 8: Approved by the Securities and Exchange Commission, Ministry of Finance as per letter with Ref. No. (90) Taiwan-Finance-Securities (I) 137773 dated June 13, 2001 9 Note 9: Approved by the Securities and Exchange Commission, Ministry of Finance as per letter with Ref. No. Taiwan-Finance-Securities (I) 0910132477 dated June 14, 2002 Note 10: Approved by the Securities and Exchange Commission, Ministry of Finance as per letter with Ref. No. Taiwan-Finance-Securities (I) 0920125022 dated June 9, 2003

  • Note 11: Approved by the Securities and Exchange Commission, Ministry of Finance as per letters with Ref. No. Taiwan-Finance-Securities (III) 0920162383 dated January 2, 2004, and (90) Taiwan-Finance-Securities (I) 143348 dated July 16, 2001.

  • Note 12: Approved by the Securities and Exchange Commission, Ministry of Finance as per letters with Ref. (90) No Taiwan-Finance-Securities (I) 143348 dated July 16, 2001 and Taiwan-Finance-Securities (I) 0930128437 dated June 28, 2004.

  • Note 13: Approved by the Securities and Exchange Commission, Ministry of Finance as per letters with Ref. (90) No Taiwan-Finance-Securities (I) 143348 dated July 16, 2001 and Taiwan-Finance-Securities (I) 0910132478 dated June 14, 2002.

  • Note 14: Approved by the Financial Supervisory Commission, Executive Yuan as per letter with Ref. No. Financial-Supervisory-Securities (1) 0940122455 dated June 3, 2005.

  • Note 15: Approved by the Securities and Exchange Commission, Ministry of Finance as per letters with Ref. (90) No Taiwan-Finance-Securities (I) 143348 dated July 16, 2001, Taiwan-Finance-Securities (I) 0910132478 dated June 14, 2002, and Taiwan-Finance-Securities (I) 0920127281 dated June 19, 2003.

  • Note 16: Approved by the Financial Supervisory Commission, Executive Yuan as per letter with Ref. No. Financial-Supervisory-Securities (1) 0950122451 dated June 2, 2006.

  • Note 17: Approved by the Financial Supervisory Commission, Executive Yuan as per letter with Ref. No. Financial-Supervisory-Securities (1) 0960030405 dated June 14, 2007.

  • Note 18: Approved by the Financial Supervisory Commission, Executive Yuan as per letter with Ref. No. Financial-Supervisory-Securities (1) 0970031743 dated June 25, 2008.

  • Note 19: Approved by the Financial Supervisory Commission, Executive Yuan as per letter with Ref. No. Financial-Supervisory-SecuritiesCorporate0980027677 dated June 5, 2009.

  • Note 20: Approved by the Financial Supervisory Commission, Executive Yuan as per letter with Ref. No. Financial-Supervisory-SecuritiesCorporate0990029749 dated June 9, 2010.

  • Note 21: Approved by the Financial Supervisory Commission, Executive Yuan as per letter with Ref. No. Financial-Supervisory-SecuritiesCorporate1000028222 dated June 20, 2011.

  • Note 22: Approved by the Financial Supervisory Commission as per letter with Ref. No. Financial-Supervisory-Securities-Corporate-1030012130 dated April 17, 2014.

  • Note 23: Approved by the Financial Supervisory Commission as per letter with Ref. No. Financial-Supervisory-Securities-Corporate-1010042558 dated September 17, 2012

  • Note 24: Approved by the Financial Supervisory Commission as per letter with Ref. No. Financial-Supervisory-Securities-Corporate-1050024281 dated June 27, 2016.

  • Note 25. Approved by the Financial Supervisory Commission per letter Ref. No. Financial-Supervisory-Securities-Corporate-1010036382 of September 7, 2015.

  • Note 26. Approved by the Financial Supervisory Commission per letter Ref. No. Financial-Supervisory-Securities-Corporate-1010036382 of September 7, 2015. (Changes to capital amount are yet to be implemented)

  • 58 -

Unit: shares, April 12, 2020

Unit:shares,April 12,2020
Type of shares Authorized capitalstock Remark
Number of shares
outstanding(listed)

Number of
shares not
issued
Total
Common shares 420,490,187 79,509,813 500,000,000 30,000,000 shares have been
reserved for employee stock
warrants.

Information on the shelf registration system: None.

  • (II) Shareholder structure
) Shareholder structure ) Shareholder structure
April 12,2020
Shareholder
structure
Quantity


Governme
nt agencies

Financial
institutions
Other legal
persons

Per
individual
Overseas
institutions
and
individuals
Total
Patients 5 48 55 9,556 441 10,105
Number of shares
held

6,602,000
28,297,550 15,931,493 97,305,557 272,353,587 420,490,187
Shareholding
percentage
1.57% 6.73% 3.79% 23.14% 64.77% 100.00%

(III) Distribution of equity ownership

1. Common shares

1. Common shares
April 12,2020
Shareholding range Number of shareholders Number of shares held
Shareholding
percentage
1 to999 3,958 725,245 0.17%
1,000 to 5,000 4,730 8,820,729 2.10%
5,001 to 10,000 509 3,820,943 0.91%
10,001 to 15,000 185 2,310,371 0.55%
15,001 to 20,000 86 1,524,945 0.36%
20,001 to 30,000 102 2,568,294 0.61%
30,001 to 40,000 52 1,800,614 0.43%
40,001 to 50,000 29 1,350,112 0.32%
50,001 to 100,000 123 8,878,256 2.11%
100,001 to 200,000 79 10,966,678 2.61%
200,001 to 400,000 74 20,483,001 4.87%
400,001 to 600,000 37 17,856,285 4.25%
600,001 to 800,000 27 18,759,748 4.46%
800,001 to 1,000,000 18 16,078,686 3.82%
1,000,001 and above 96 304,546,280 72.43%
Total 10,105 420,490,187 100.00%
  1. Preferred shares: None.

  2. 59 -

(IV) List of major shareholders

Name of shareholders who hold more than 5% of the shares or are the 10 largest shareholders, as well as number and percentage of shares held by them:

(IV) List of major shareholders
Name of shareholders who hold more than 5% of the shares or are the 10 largest shareholders,
as well as number and percentage of shares held by them:
(IV) List of major shareholders
Name of shareholders who hold more than 5% of the shares or are the 10 largest shareholders,
as well as number and percentage of shares held by them:
(IV) List of major shareholders
Name of shareholders who hold more than 5% of the shares or are the 10 largest shareholders,
as well as number and percentage of shares held by them:
April 12,2020
Shares
Name of major shareholder
Number of shares
held
Shareholding
percentage
Leo Huang 20,763,897
4.94%
JPMorgan Chase Bank N.A., Taipei Branch in custody for
StichtingDepositaryAPGEmergingMarkets EquityPool
16,410,000
3.90%
Chun-Sheng Chen 15,113,308 3.59%
JPMorgan Chase Bank N.A., Taipei Branch in custody for
Schroder InternationalSelection Fund - Asian Absolute Return
13,082,000
3.11%
Yu-Mei Hsueh 11,074,646 2.63%
First State Asia Pacific Leaders fund a sub-fund of First State
Investment
9,459,000
2.25%
Shu-ChuanChen 9,294,362
2.21%
NanShan Life InsuranceCo.,Ltd 8,662,000 2.06%
JPMorgan Chase Bank N.A., Taipei Branch in custody for
Vanguard Total International Stock Index Fund, a series of
VanguardStar Funds
7,061,121
1.68%
Government of Singapore – GOS – EFMC 6,082,524
1.45%
  • (V) Prices, net asset value per share (NAVPS), earnings per share (EPS), and dividends per share (DPS), and related information of the 2 most recent years.
Item Year Year
2018
2019 As of March 31,
2020
Market price per
share(Note 1)
Max 197.00 163.50 170.50
Min 99.10 112.00 95.00
Average 150.53 141.50 142.31
Net asset value per
share(NAVPS)
Before distribution 34.57 34.55 -
After distribution 30.37 31.54 -
Earnings per share Weighted average 409,438,272 414,077,766 -
Earningsper share 6.22 4.48 -
Dividend per Share Cash dividend 4.17782622 3.0(Note 2) -
Free
allotment
Dividends from
surplus earnings
- - -

Dividends from
capital reserve
- - -
Accumulated unpaid dividend
-
- -
Return on
investment
Price/earnings ratio 24.20 31.58 -
Price/dividend ratio 35.84 47.17 -
Cash dividendyield ratio 2.79 2.12 -

Note 1: The highest and lowest market price of ordinary shares for each year are listed, while the average market price for each year is calculated based on trading value and volume in each year.

Note 2: Distribution of earnings for the year 2019 has been approved by the Board of Directors on February 26, 2020 to issue cash dividends in the total amount of NT$1,265,000,000, which will subsequently affect the number of outstanding shares as a result of exercise of employee share options or for other reasons.

  • (VI) Dividend policy of the Corporation and its implementation

  • Dividend policy stipulated in the Articles of Incorporation

If such statutory reserve amounts to the Corporation’s total paid-up capital, this provision shall not apply. In addition, based on the special reserves set aside as required by the law

  • 60 -

or the competent authority, the balance shall then be combined with the undistributed earnings at the beginning of the same period. The Board of Directors shall propose a surplus allocation plan to be submitted to the Shareholders' Meeting for approval. No share dividends and bonuses shall be allocated when the Corporation does not post a profit.

The Board is authorized to make a special resolution to distribute and report to the Shareholders’ Meeting if the distribution of earnings as mentioned in the preceding paragraph shall be in the form of cash dividends.

When the Company has no loss, it may distribute new shares or cash out of the statutory surplus reserve and all or part of the capital reserve that meets the requirements of the Companies Act, to the extent of 25% of the excess of the statutory surplus reserve over the paid-in capital.

Subject to the provisions of the preceding paragraph, the Board of Directors shall be authorized, by special resolution, to distribute cash out of the statutory surplus reserve and the whole or part of the capital reserve which complies with the requirements of the Companies Act, and to report such distribution at the next general meeting.

Dividend payout shall be implemented according to the business condition of the Corporation and consider both future capital budgets and capital requirements of future development plans of the Corporation as well as shareholders’ interests. The Board of Directors shall formulate the category and amount of dividend payout, which shall, by principle, be no less than 60% of NIAT for the year. The Corporation's dividend payout ratio in 2019 and 2018 were 67% and 68%, respectively.

Since the Corporation is still in the growth stage, cash dividend distributed each year shall be no less than 20% of the total cash and stock dividends distributed for the year in consideration of funding needs of the Corporation’s future development plans.

  1. Dividend payout plans proposed during the most recent Shareholder's Meeting

Pursuant to Article 34-1 of the Articles of Association of the Company, the distribution of the surplus shall be in the form of cash dividends, and the Board is authorized to make a special resolution for the distribution and report to the shareholders’ meeting. On February 26, 2020, the Board of Directors resolved to approve the distribution of cash dividend of NT$1,265,000,000 to the shareholders of the Company of approximately NT$3 per share. The distribution proposal will be reported in the annual general shareholders meeting of the Company for the year ended December 31, 2019 and the Board of Directors will set a separate base date for the distribution.

If the provision of employee stock options or any other reasons affects the number of outstanding shares, thereby leading to changes in the dividend payout ratio, it is proposed that the Board of Directors fully authorizes the Chairman to handle the relevant issue.

  • (VII) Impact of stock dividends proposed by the Shareholders' Meeting on the Corporation's business performance and earnings per share (EPS): Not applicable.

  • (VIII) Rewards for employees and directors

  • Percentage or range of employee rewards and directors' rewards as stipulated in the Company's Articles of Incorporation.

If the Corporation records a profit, 5% to 20% of the said profit shall be set aside for employee rewards. The Board of Directors shall determine whether to issue rewards in the form of stocks or cash. Recipients of the said rewards shall include employees at the Corporation who satisfy specific criteria. The Corporation permits the Board of Directors to set aside no more than 1.5% of the aforementioned profit as directors' rewards. Proposals for the distribution of employee rewards as well as directors' rewards shall be submitted to the Shareholder’s Meeting.

  1. Accounting treatment for the basis of estimating the amount of employee rewards and directors’ rewards, the basis of calculating the number of shares to be distributed as employee rewards, and for any discrepancy between the actual amount distributed and the estimated figures.

  2. 61 -

    • (1) According to the Corporation's Articles of Incorporation as well as past experience on the number of rewards that may be distributed, the number of employee rewards and directors' rewards in 2019 were NT$290,000,000 and NT$9,600,000, respectively, making up for 11.84% and 0.39% of the Corporation's net income before taxes (the amount before deducting employee rewards and directors' rewards), respectively, thus fulfilling the limits prescribed by the Articles of Incorporation.

    • (2) Number of shares issued for employee rewards: 0.

    • (3) Accounting treatment for any discrepancy between the actual amount distributed and the estimated figures: Where the Board of Directors approved to make major changes to the amount of rewards issued before the approval and issuance of the financial statements, the said change shall be adjusted as annual expenses listed for the year. Where changes were still made to the said amount after approval and issuance of financial statements, the changes shall be treated as changes to accounting estimates, and be adjusted and entered into the accounts for the following year.

  3. Distribution of rewards as approved by the Board of Directors

    • (1) Where the value of the employee rewards as well as directors' rewards distributed in the form of cash or shares exhibit discrepancies with the recognized expenses and annual estimates, the sum, cause, and treatment of such discrepancies shall be disclosed:

      • On February 26, 2020, the Board of Directors of the Corporation has approved cash distributions of NT$290,000,000 and NT$9,600,000 for employee rewards and directors' rewards, respectively. There was no discrepancy with recognized expenses and annual estimates.
    • (2) Amount of employee rewards distributed in the form of shares and its proportion of NIAT provided in the parent company-only financial statements and total sum of employee rewards: 0.

  4. If there is any discrepancy between the actual amount of rewards distributed to employees and directors (including the number and dollar amount of shares distributed, as well as share price) and the recognized amount of rewards for employees and directors in the previous fiscal year, the amount, causes and treatment of such discrepancies shall be stated: In 2018, the Corporation distributed employee rewards totaled NT$240,000,000,

whereas rewards for directors totaled NT$9,600,000. There was no discrepancy between the actual amount of rewards distributed and the recognized amount of rewards.

  • (IX) Repurchase of the Corporation's own shares: None.

  • II. Corporate Bond: None.

  • III. Preferred shares: None.

  • IV. Overseas depositary receipt: None.

  • 62 -

  • V. Employee stock warrant

  • (I) Status of employee stock warrants of the Corporation that are yet to mature

April 12,2020
Type of employee stock warrant Employee stock warrant in 2015
Date of effective registration September 7,2015
Issue date March 25,2016
Number of units issued 7,900,000 units
Ratio of subscribable shares to
total issued and outstanding
shares
1.8831%
Subscriptionperiod 6years
Method for exercising stock
warrant
Issuance of new shares
Restricted duration of stock
subscriptions and ratio
Exercise period
End of Year 2 40%
End of Year 3 70%
End of Year 4 100%
Number of subscribed shares 5,263,000 shares
Amount of unsubscribed shares NT$325,490,500
Cumulative number of expired
shares
465,600 shares
Number of unsubscribed shares 2,171,400 shares
Subscription price per share of
unsubscribed shares
NT$ 59.8
Proportion of the quantity of
unsubscribed shares of total
issued and outstandingshares
0.5176%
Impact on shareholders' equity The Corporation may only refer to the period to issue new
stock warrants two years after the issue date of these stock
warrants. The warrant exercise period was also 6 years,
meaning that they would have a limited impact on the
dilution of shareholder equity.
  • 63 -

(II) Name and subscription status of managerial officers who have obtained employee stock warrants and employees ranked in the top 10 employees with the highest number of shares to which they have subscription rights through employee stock warrants acquired, up to the publication date of this annual report

April 12,2020 April 12,2020 April 12,2020 April 12,2020 April 12,2020 April 12,2020 April 12,2020 April 12,2020
Title
(Note 1)
Name Stock
subscriptions
obtained
(thousand
shares)

Proportion of
subscribed
shares
acquired of
total issued
and
outstanding
shares (%)
(Note 2)
Implemented Not implemented
Number of
subscribed
shares
(thousand
shares)
Price of
subscribed
share (NT$)

Amount of
subscribed
shares (NT$ thousand)

Proportion
of the
number of
subscribed
shares to the
total number
of shares
issued (%)
(Note 2)

Number of
unsubscribed
shares
(thousand
shares)


Price of
unsubscribed
share (NT$)

Amount of
unsubscribed
shares (NT$ thousands)
Proportion of
the number of
unsubscribed
shares to the
total number
of shares (%)
(Note 2)
Managerial
officer
None None - - - - - - - - - -
Employee (Note 3) Employee Kuo-Wei,
Huang
770


0.1835 489 59.8~
63.4
30,231 0.1166 281 59.8 16,804 0.0670
Employee
Chouyu
Chuang
Employee Nick Wu
Employee
Kevin
Weng
Employee Ethan Wu
Employee Chun-Kuo,
Chen
Employee
Hans Yi
Employee Mark Chien
Employee James Lee
Employee Wen Shieh
Employee Bill Tsou
Employee John Lee
Employee Liwei Liu
Employee
Hsiang-
Wen,Shih
Employee Kuo-Cheng,
Wang
Employee
Chien-I,
Cheng
Employee Chih-Wen,
Tsou
Employee Sheng-Kai,
Cheng
Employee Wen-Chung
Chen

Note 1: It includes managerial officers and employees (special notes shall be provided for those who have resigned or deceased). Individual names and job positions shall be displayed. A summary sheet may be used to disclose the means of acquisition and subscription.

Note 2: The total quantity of issued shares shall be based upon the number of shares listed on the change registration information of the Ministry of Economic Affairs (MOEA). (On March 13, 2020, the number of shares listed in the change registration information held by MOEA was 419,525,587 shares) Note 3: It refers to a non-managerial employee ranked in the top 10 employees with the highest number of stock warrants acquired.

  • 64 -

VI. New restricted employee shares

(I) Implementation of new restricted employee shares

April 12, 2020

April 12, 2020
Type of new restricted
employee share
First issuance of new restricted employee
shares in 2016
Second issuance of new restricted
employee shares in 2016
Date of effective
registration
June 27, 2016 June 27, 2016
Issue date July 8, 2016 June 20, 2017
Number of new
restricted employee
shares issued
3,100,000 shares 185,000 shares
Issueprice NT$10 NT$10
Ratio of Restricted
employee shares Issued
to Total Shares Issued
(%)
0.7389% 0.0441%
Vesting conditions for
new restricted employee
shares

An employee must be employed for a period
of one year after subscribing for new
restricted employee shares and at maturity in
each vesting period. Subscription of new
restricted employee shares must also comply
with the overall financial performance of the
Corporation and personal performance
assessment indicators. The proportion of
shares that may be issued according to the
fulfillment of respective vesting conditions
shall be distributed according to regulations
for the issuance of new restricted employee
shares.
Ratio of shares to be issued under various
vesting conditions are listed as follows:
End of Year 1: 10%
End of Year 2: 20%
End of Year 3: 30%
End of Year 4: 40%













An employee must be employed for a period
of one year after subscribing for new
restricted employee shares and at maturity in
each vesting period. Subscription of new
restricted employee shares must also comply
with the overall financial performance of the
Corporation and personal performance
assessment indicators. The proportion of
shares that may be issued according to the
fulfillment of respective vesting conditions
shall be distributed according to regulations
for the issuance of new restricted employee
shares.
Ratio of shares to be issued under various
vesting conditions are listed as follows:
End of Year 1: 10%
End of Year 2: 20%
End of Year 3: 30%
End of Year 4: 40%
Restricted rights to new
restricted employee
shares
1. An employee may not sell, pledge,
transfer, provide as a gift to other party, set
up or using other means to dispose of new
restricted employee shares.
2. New restricted employee shares may
partake in dividend payouts and cash
capital increase subscriptions. Dividend
payout that may be acquired is not subject
to vesting period restrictions. Dividend
payout to be issued shall be remitted from
a trust account to a personal bank account
of the employee on the date of issuance
without any surcharge.
3. For an employee who has yet to meet the
vesting conditions, attendance, proposal,
speech, voting rights, and other matters
related to shareholder equity in the
Shareholders’
Meeting
shall
be
commissioned to a trust custodian shall be
commissioned to exercise matters related


















1. An employee may not sell, pledge,
transfer, provide as a gift to other party, set
up or using other means to dispose of new
restricted employee shares.
2. New restricted employee shares may
partake in dividend payouts and cash
capital increase subscriptions. Dividend
payout that may be acquired is not subject
to vesting period restrictions. Dividend
payout to be issued shall be remitted from
a trust account to a personal bank account
of the employee on the date of issuance
without any surcharge.
3. For an employee who has yet to meet the
vesting conditions, attendance, proposal,
speech, voting rights, and other matters
related to shareholder equity in the
Shareholders’
Meeting
shall
be
commissioned to a trust custodian shall be
commissioned to exercise matters related
  • 65 -
Type of new restricted
employee share
First issuance of new restricted employee
shares in 2016
Second issuance of new restricted
employee shares in 2016
to attendance, proposal, speech, voting
rights, as well as other matters related to
shareholder equity in the Shareholders’
Meetingon behalf of the employee.



to attendance, proposal, speech, voting
rights, as well as other matters related to
shareholder equity in the Shareholders’
Meetingon behalf of the employee.
Safekeeping of new
restricted employee
shares
Once issued, the new restricted employee
shares shall be submitted to a trust for
custody.
Before
meeting
the
vesting
conditions, an employee may not, for any
reason or by any means, ask the custodian to
return the said shares.





Once issued, the new restricted employee
shares shall be submitted to a trust for
custody.
Before
meeting
the
vesting
conditions, an employee may not, for any
reason or by any means, ask the custodian to
return the said shares.
Actions for handling
allotments or
subscription of new
shares by employees
who have yet to meet
the vestingconditions
Before meeting the vesting conditions, the
Corporation may refer to law to buy back
new restricted employee shares that have
been issued at the price of the original
issuance
and
extinguish
the
shares
accordingly.





Before meeting the vesting conditions, the
Corporation may refer to law to buy back
new restricted employee shares that have
been issued at the price of the original
issuance
and
extinguish
the
shares
accordingly.
Number of new
restricted employee
shares recovered or
repurchased
158,300 shares 38,900 shares
Number of new
restricted shares
extinguished
1,757,700 shares 44,600 shares
Number of new
restricted shares yet to
be extinguished
1,184,000 shares 101,500 shares
Proportion of new
restricted shares
remaining restricted as
part of total equities
issued
0.2822% 0.0242%
Impact on shareholders'
equity
Overall evaluation of the vesting conditions,
periods, and proportions listed in the
regulations for issuing shares reveal that the
said issuance had a limited impact and
dilution on the earnings per share (EPS) of
the Corporation from 2016 to 2020, and will
not significantlyaffect shareholders' equity.






Overall evaluation of the vesting conditions,
periods, and proportions listed in the
regulations for issuing shares reveal that the
said issuance had a limited impact and
dilution on the earnings per share (EPS) of
the Corporation from 2017 to 2021, and will
not significantlyaffect shareholders' equity.
  • 66 -

  • (II) Name of managerial officers and top 10 employees with the highest number of new restricted employee shares, and status of acquisition

April 12,2020 April 12,2020
Title (Note 1) Name New
restricted
employee
shares
acquired
(thousand
shares)
Proportion of
the number of
new restricted
employee
shares to the
total number of
shares issued
(%) (Note 3)
Restricted shares extinguished Restricted shares yet to be extinguished
Quantity
of shares
that were
no longer
restricted
(thousand
shares)
Issue
price
(NT$)
Issue
Amount
(thousand
dollars)
Proportion of
the number of
restricted
shares to the
total number
of shares
issued (%)
(Note 3)
Number of
restricted
shares yet to
be
extinguished
(thousand
shares)
Issue
price
(NT$)
Issue
Amount
(thousand
dollars)

Proportion of
the number of
restricted
shares yet to
be
extinguished
to the total
number of
shares issued
(%) (Note 3)
Managerial officer CEO Leo Huang 1,390 0.3313 816 10 8,160 0.1945 556 10 5,560 0.1325
President I-Shih Tseng
President David Yang
President Joe Lin
President George Chang
Vice President Paul Ying
Vice President Steven Liu
Vice President Benjamin
Huang
Vice President Herbert Tsai
Vice President Jeff Lee
Vice President Bobby Tseng
Vice President Vincent Chen
Vice President Tony Yang
Vice President Vincent Wu
Vice President Lance Ouyang
Vice President Kenny Wang
Vice President Cindy Tai
Vice President Galen Chou
Vice President Arno Wu
Employee (Note 2) Employee C.-F. Huang 450 0.1073 266 10 2,658 0.0634 180 10 1,800 0.0429
Employee Amy Huang
Employee Addin Chuang
Employee Elia Huang
Employee Glen Yang
Employee Vincent Chen
Employee Lawrence Wu
Employee Ray Chi
Employee Jih-Hsiung
Hsieh
Employee Yung-Lung
Hsiao

Note 1: It includes managerial officers and employees (special notes shall be provided to those who have resigned or deceased). Individual names and job positions shall be displayed. A summary sheet may be used to disclose the means of receiving an allocation or subscription.

Note 2: It refers to a non-managerial employee ranked in the top 10 employees with the highest number of new restricted employee shares acquired.

Note 3: The total number of shares issued refers to the number of shares listed in the change registration information held by MOEA. (On March 13, 2020, the number of shares listed in the change registration information held by MOEA was 419,525,587 shares)

VII. Issuance of new shares in connection with the merger or acquisition of other companies: None.

  • 67 -

VIII. Implementation of capital utilization plan

  • (I) Content of the plan

  • Where various issuance or private placements of securities have yet to be completed, or have been completed in the three most recent years but the benefits of the plan have yet to be realized:

  • Second issuance of unsecured convertible corporate bonds in Taiwan

    • (1) Content of the plan

Total amount of capital required for this plan: NT$2,180,372,000

Source:  Issuance of corporate bonds worth NT$2,000,000,000 with a maturity of 5 years and an interest of 0%.

  • Method for acquiring the remaining NT$180,372,000: Own funds or others.

(2) Capital utilization plan and expected progress

Unit: NT$ thousands

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
Item Expected
completion
date
Total
amount of
capital
required
Expectedprogress of capital utilization
2014 2015 2016
Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
Construction
of factory
building

Q4 2016
2,180,372
50,000

60,000
100,000 150,000 150,000 150,000 620,000 300,000 320,000 280,372
Total 2,180,372
50,000

60,000
100,000 150,000 150,000 150,000 620,000 300,000 320,000 280,372

(3) Anticipated possible benefits

The second issuance of unsecured convertible corporate bonds in Taiwan have raised a total of NT$2,000,000,000. This plan requires a total of NT$2,180,372,000 for the construction of new factory building. The remaining NT$180,372,000 shall be paid for using own funds or other methods. The construction of factory building will increase usable space. Expected adjustments to spatial layouts and production line configurations will improve the production and sales of precision electronic measurement instruments and integrated automated measurement system, thereby benefiting future development plans and reduce business risks facing the Corporation. Expected increase in production volume, value, profitability, and net operating profit are provided as follows:

Unit: units, sets; NT$ thousands

Year
2017
2018
2019
2020
Item Production
volume

Sales
volume
Sales value Gross profit Net operating
profit
Precision electronic
measurement instruments
515
515

1,010,000

555,500

202,000
Integrated automatic
measurement systems
20
20

600,000

240,000

90,000
Precision electronic
measurement instruments
725
725

1,371,000

740,340

274,200
Integrated automatic
measurement systems
25
25

1,000,000

390,000

150,000
Precision electronic
measurement instruments
905
905

1,622,500

859,925

324,500
Integrated automatic
measurement systems
28
28

1,120,000

442,400

168,000
Precision electronic
measurement instruments
1,080
1,080

1,804,500

956,385

360,900
Integrated automatic
measurement systems
35
35

1,550,000

596,750

232,500
Precision electronic
measurement instruments
1,314
1,314

2,029,700

1,055,444

405,940
2021 Integrated automatic
measurement systems
40
40

1,520,000

577,600

228,000
  • 68 -

(II) Status of implementation

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
Project item Status of
implementation
Q1 2020 Up to Q1, 2020 Reason for project being ahead of
schedule or behind schedule, and
improvementplans
Construction
of factory
building
Expenses Expected 2,180,372 Due to the government's delay in
land acquisition, the construction
of the plant proceeded in stages
after negotiations in the third
quarter of 2015. At present, the
construction of the plant was
approved. The payment made in
Q1 2020 included the entrusted
construction
management
and
supervision services phase 16,
curtain wall works phase 9, fitting
works phase 2, air-conditioning
works phase 10, electrical and
mechanical engineering phase 20-
21, project acceptance phase 24-
25, landscape engineering phase 3-
4, crane engineering phase 4,
partition wall installation phase 1,
interior design phase 5, additional
civil engineering phase 2, and
construction prepayments. The
construction of the Company's
plant is expected to be completed
in the fourth quarter of 2020.
Although the progress is behind
schedule, the construction of the
plant continues as planned. There's
currently no major anomaly.
Actual 195,868 2,322,526
Progress Expected 100.00%
Actual 2.46% 100.00%
Total Expenses Expected 2,180,372
Actual 195,868 2,322,526
Progress Expected 100.00%
Actual 2.46% 100.00%

The second issuance of domestic unsecured convertible corporate bonds was aimed for the plant construction. Due to delays in the land requisition by the Ministry of Interior, after negotiations, the land will be transferred by stages. The construction of the plant was commenced in the third quarter of 2015. By the end of the first quarter of 2020, payment made by the Company included the entrusted construction management and supervision services phase 16, curtain wall works phase 9, fitting works phase 2, air-conditioning works phase 10, electrical and mechanical engineering phase 20-21, project acceptance phase 24-25, landscape engineering phase 3-4, crane engineering phase 4, partition wall installation phase 1, interior design phase 5, additional civil engineering phase 2, and construction prepayments. The accumulated payment is $2,322,526 thousand with cumulative funds implementation progress of 100.00%. Although the implementation progress of the Company was slightly delayed as compared to the original plan, which was mainly affected by the delay of land handover from the Ministry of the Interior, the Company continued to carry out the construction of the plant as planned after the delivery, and there was no material abnormality.

(III) Analysis of discrepancies between expected and actual benefits

Due to delays in the land requisition by the Ministry of Interior, after negotiations, the land will be transferred by stages. As of the end of this quarter, the construction progress of the factory has now obtained the license issued by the competent authority, and construction of the license has started. Therefore, the actual funds are used and the reason for the delay in the benefits compared with the scheduled benefits is still reasonable.

  • 69 -

Chapter 5 Operation Summary

  • I. Business content

  • (I) Scope of business

  • Major content of business

The Corporation and its subsidiaries mainly engage in the design, assembly, manufacturing, trading, repair, maintenance, calibration and distribution of computer and peripheral equipment hardware and software, computer automated test systems, electronic test equipment, signal generators, power supplies and communication power supply equipment; trading of special materials; and the design, manufacture and installation of automatic equipment. The Corporation's current production lines include: 1. test instruments; 2. special materials; 3. automatic equipment.

  1. Proportion of various businesses Consolidated revenue:
supply equipment; trading of special materials; and the design, manufacture and
installation of automatic equipment. The Corporation's current production lines include:
1. test instruments; 2. special materials; 3. automatic equipment.
2. Proportion of various businesses
Consolidated revenue:
supply equipment; trading of special materials; and the design, manufacture and
installation of automatic equipment. The Corporation's current production lines include:
1. test instruments; 2. special materials; 3. automatic equipment.
2. Proportion of various businesses
Consolidated revenue:
supply equipment; trading of special materials; and the design, manufacture and
installation of automatic equipment. The Corporation's current production lines include:
1. test instruments; 2. special materials; 3. automatic equipment.
2. Proportion of various businesses
Consolidated revenue:
supply equipment; trading of special materials; and the design, manufacture and
installation of automatic equipment. The Corporation's current production lines include:
1. test instruments; 2. special materials; 3. automatic equipment.
2. Proportion of various businesses
Consolidated revenue:
supply equipment; trading of special materials; and the design, manufacture and
installation of automatic equipment. The Corporation's current production lines include:
1. test instruments; 2. special materials; 3. automatic equipment.
2. Proportion of various businesses
Consolidated revenue:
Unit: NT$thousands
Year
Product category
2018
2019
Amount
Percentage of
revenue(%)
Amount
Percentage of
revenue(%)
Test instrument
9,724,331
57.43
10,545,586
75.82
Special materials
2,005,001
11.84
2,097,065
15.08
Automatic equipment
4,862,323
28.72
1,009,058
7.25
Others
339,473
2.01
257,925
1.85
Total net operatingrevenue
16,931,128
100.00
13,909,634
100.00
Year
Product category

2018
2019
Amount Percentage of
revenue(%)
Amount Percentage of
revenue(%)
Test instrument 9,724,331
57.43
10,545,586
75.82
Special materials 2,005,001
11.84
2,097,065
15.08
Automatic equipment 4,862,323
28.72
1,009,058
7.25
Others 339,473
2.01
257,925
1.85
Total net operatingrevenue
16,931,128

100.00
13,909,634
100.00
  1. Current products of the Corporation

  2. Power electronic test solutions

    1. DC electrical load

    2. AC electrical load

    3. Regenerative AC load

    4. AC power source

    5. DC power source

    6. Digital power meter

    7. Switching power supply automatic test system

    8. Battery simulator

    9. Chroma soft panel (graphic user interface)

  3. Electric vehicle test solution

    1. Automatic diagnostics and testing system for power electronics and devices

    2. Battery simulator

    3. Battery test system

    4. Electric propulsion system

    5. DC power source

    6. Electronic load

    7. Motor test

    8. Automatic transformer test system/automatic components analyzer

  4. Battery test & automation solutions

  5. Battery pack/battery module automatic test system

  6. Battery testing and formation system

  7. Battery pack manufacture test solution

  8. Battery pack after service test system

  9. Electrical safety test solution

  10. Automatic optical inspection system

  11. Cell voltage and temperature measurement

  12. 70 -

  13. Automatic optical inspection system

  14. Passive components test solution 1. LCR meter/auto transformer test system

  15. Electrolytic capacitor tester

  16. High frequency AC tester

  17. Components test scanner

  18. Insulation tester

  19. Milliohm tester

  20. Passive components automatic test system

  21. Microchip inductor production testing

  22. Electrical safety test solution

  23. Partial discharge tester

  24. Lead-acid battery cell tester

  25. Electrical safety test solution

  26. High potential tester/safety tester

  27. Ground bond tester

  28. Electrical safety test scanner

  29. Impulse winding tester

  30. Calibrator

  31. Automatic test system

  32. Motor test solution

  33. Video & color test solutions 1. Video pattern generator 2. Color analyzer 3. Automatic test system

  34. - Flat panel display test solutions 1. Flat panel display tester

  35. OLED test system

  36. SHK 8K test solution

  37. LED & driver test solution

  38. LED total power test system

  39. ESD test system

  40. LED power driver test solution

  41. Photonics test solution

  42. Wafer level test

  43. Package level test

  44. Automatic optical inspection system

  45. Automatic optical inspection system

  46. Solar cell AOI system

  47. Photovoltaic/inverter test & automation solution 1. Automatic optical inspection system

  48. Thermoelectric cooling chip controller

  49. Thermal data logger

  50. PV inverter testing solution

  51. Semiconductor/IC test solutions

  52. SoC test system

  53. VLSI test system

  54. IC test handler

  55. Metrology system

  56. RF & wireless test solution

  57. Wireless test solution

  58. RF recorder / player

  59. 71 -

     3. GPS simulator
    
    • PXI test & measurement solution

      1. PXI SMU/power supply instrument

      2. PXI semiconductor/IC test system

    • Intelligent manufacturing system solution

      1. Intelligent manufacturing system
    • Turnkey test & automation solution

      1. Assembly & test automation solution
    • Other solutions and services

      1. Electric vehicle powertrain solution

      2. General purpose instrument

  60. New products under development

    • Next generation bi-direction and high power density DC Source

    • Next generation bi-direction power module platform

    • Next generation high Accuracy Linear DC Load Module

    • High performance Elelctrical Motor Emulator

    • Dual alxe Dynamomete

    • Next generation Regenerative Battery Pack Test System

    • Next generation high performance Battery Formation Power

    • HDMI 8K Media Player

    • Lab grade high precision battery cell and material testing systemLab grade high precision battery cell and material testing system

  61. High frequency/large current magnetic component's key parameter analyzer

  62. (II) State of the industry 1. Current state and development of the industry

    • A. Instruments industry

In 2019, as a result of the US-China trade war and the science and technology war, IT electronics manufacturers were all required rethink their global investment allocation strategies, which drove demand for equipment to be invested in transferring production capacity to a different location. Also, the communications industry has been moving toward 5G with greater efficiency and more in-depth applications.

In the US and China, the deployment of communications drives another wave of demand for equipment. Among these, 5G related equipment benefited the most. At the beginning of 2020, coronavirus pandemic occurred in Wuhan, China and swept across the globe, casting a shockwave over the economy and affecting the deployment of equipment investment.

  • Power electronic test solution

Power supplies represent a basic and core component of electronic equipment, and are widely utilized in various electronic products such as PC, servers, rechargers, displays, and industrial power supplies.

The mobile communications, mobile power, mobile charging and battery industries are all booming. Power supplies are of critical importance to the LED industry and the solar photovoltaic and automotive electronics industries, leading to emerging demand for power supply test equipment. Power supply test equipment provided by the Corporation and its subsidiaries is not only used in PC, servo or telecom power supplies, chargers, and backlight inverter, but can also be applied to LED lighting, solar photovoltaics, and electric vehicle chargers. In response to the increasingly ubiquitous automation of manufacturing, the Corporation has also independently developed automatic test systems for power supply, as well as provided a software platform with powerful functions. Test solutions with built-in applications can offer a variety of industry application

  • 72 -

tests to maintain the Corporation's competitive advantage of its product lines. Due to wide range of applications, its product lines were able to sustain stable development.

  • Video and color test solutions

As Japan's NHK began testing its Super 8K (Super-Hi Vision) ultra-highdefinition resolution video in August 2016, the display area entered the 8K era in 2019. To meet this requirement, the video and color test solutions must focus on the 8K Super-Hi Vision (7680x4320/8192 x 4320) tests for the upcoming panel and display industry. In the meantime, a modular architecture design must be adopted so that the solution can be combined flexibly with different signals or power modules and required test conditions. High flexibility, strong scalability, and the ability to support a variety of mainstream industry communication interfaces, enable this solution to be in line with the development of the industry.

  • Passive component and safety test solutions
-

The passive component industry experienced a price drop due to its significant expansion in 2018 and reduced demand in 2019. Enhancing data management, quality, and efficiency is a trend in equipment development. Therefore, a new automation testing technology has to consolidate multiple test functions for the tests of the passive components and safety, such as the dualfrequency tester 11022 LCR Meter. For electrolytic and plastic film capacitors, a single unit can complete different frequency measurements, which reduces the number of test stations used. The automatic test system for components provides multi-step and multichannel test programs to meet diverse test applications. Semiconductor/IC test solutions

Semiconductor products are the engine of the ICT industry. With the development of 5G, artificial intelligence (AI), and the Internet of Things (IoT) applications, as well as significant increase in the demand for advanced semiconductor technologies, advanced manufacturing processes continue to develop rapidly. From raw materials to process processing offered by suppliers, even minor defects are not allowed, hence the increasing importance of testing equipment. Therefore, a variety of test programs are available in order to carry out the parallel tests that will be increasing the amount of output per unit of time and this is a test equipment manufacturer's R&D trend. Customized test equipment capable of satisfying specific requirements may be directly utilized to replace the general-purpose testers achieving significant reduction in costs. - Battery test and automation solutions

In 2019, the battery safety issue will become even more critical as Tesla has dramatically reduced selling prices after mass production in China, driving demand for batteries. The Company’s long-term commitment to the new energy sector guides its continuous efforts in test automation and efficiency in the battery industry and in providing customers with performance, environmental reliability, and safety testing certification services for motive battery cells, modules, battery packs, and battery system. The key factors in the evolution of electric vehicles depend on the advancement of battery functions. With batteries becoming increasingly important, the quality and stability of batteries not only affect the range of electric vehicles, but also their safety. Hence, battery automation testing is an important part of the current development of electric vehicles.

B. Special materials

In recent years, technical issues associated with copper wire packaging have gradually been overcome and improved, and downstream package manufacturers

  • 73 -

have accelerated the introduction and certification of copper wire packaging. Copper wires have replaced most of the packaging wires which use gold wires. Chroma New Material Corp., a subsidiary of the Corporation, will combine technical services provided by a Japanese company, Nippon Micrometal Corporation to increase the added value of its products to consolidate the market share of high-tech threshold packaging products in the Taiwanese market.

  1. Correlation with upstream, midstream and downstream sectors of the industry

  2. A. Measuring instruments and equipment

These instruments and equipment belong to the test instrument sector in the information electronics industry. The Corporation primarily purchases parts and components from upstream suppliers, and assembles them to produce the test instrument and equipment, which are marketed and sold to customers under the Corporation’s brand name. The Corporation and its subsidiaries offer an extensive selection of solutions for product testing and validation purposes to customers in many fields such as video surveillance, passive components, LCD modules, LED, semiconductor, solar photovoltaics, and electric vehicle industries.

The following diagram describes the relationship between the upstream, midstream, and downstream sectors in this industry:

Upstream
Boxes and
cases
Printed circuit
boards (PCB)
IC
Other
components
Midstream
Assembly
Testing
Sales
Downstream
Boxes and
cases
Printed circuit
boards (PCB)
IC
Other
components
Assembly
Testing
Sales
Video surveillance,
power supply, passive
components, IC design,
IC testing, LED, solar
photovoltaic and solar
power cells, and
electric vehicles
industries

B. Special materials

The main products in the special materials business are gold wires, copper wires, and lead-free solder balls. Gold and copper wires are bonding wires used in the process of bonding semiconductor packaging wires. The primary business engaged by the Corporation’s subsidiary, Chroma New Materials Corp., is trading of special materials, and the downstream industry is the IC packaging industry.

  • C. Automatic equipment

Automatic equipment, which consists of metrology equipment, automation systems, and MES software capabilities, provide customers with automation solutions (turnkey solution). The main products offered by MAS Automation Corp., a subsidiary of the Corporation, are automated production and system integration for photovoltaic and TFTLCD, as well as clean room equipment planning and system integration.

  1. Development trends and competition for various products

  2. A. Development trends of various products

    • (A) Instruments industry

      • Power electronics testing industry

The following describes the current product development trends for power supply testing solutions in response to the aforementioned production, R&D, and quality requirements:

  • Low voltage load characteristics and high current switching technology in response to point-of-load converter power supply and fast switching properties.

  • Simulation of input and electrical grid distortion in response to regulatory requirements for testing of power supplies.

  • 74 -

  • Discontinuous, low power measurements in response to energy saving requirements for power supplies in standby mode.

  • DC power supplies covering high voltage and current levels are able to reduce the required number of DC power supplies with DC/DC converter input, thus reducing testing costs.

  • High voltage, high frequency testing technology and low parasitic capacitance test fixtures for LCD Inverter testing can greatly improve the testing speed and stability.

  • Network data capture functions enable manufacturers to establish real-time production capacity control and perform quality statistical analysis.

  • Video testing industry

The display industry continues to develop with high resolution. With the NHK's 8K (Super-Hi Vision) ultra-high-definition video broadcasting test started in August 2016, the display entered the 8K era in 2019. Therefore, the resolution and interactive functions of displays are important, which rely on test equipment to provide the quality assurance. Adopting the product development trend of modular design, this test solution can be combined flexibly with different signals or power modules together with free combinations of test conditions. High flexibility, strong scalability, and the ability to support a variety of mainstream industry communication interfaces, enable this solution to the panels and displays with 8K super hivision resolution (7680x4320/8192x4320) for the current and future applications in the video industry.

  • Passive component testing industry

At present, electronic products are becoming lighter, thinner, and smaller. As a result, the manufacturing, R&D, and quality of passive components used in these products are also moving towards high efficiency and precision levels. The following describes the trends for developing test equipment for passive components:

  • High speed precision measurement, integration equipment automation to improve production efficiency while reducing human negligence to enhance reliability.

  • Integrated testing of multiple parameters to reduce the production equipment and labor hours required, thereby lowering the production costs.

  • Provide complete test solutions for specific applications that help users establish systems rapidly to fulfill their test requirements, and receive comprehensive technical support.

  • Provide network data log functions so that manufacturers can build up realtime production capacity control and perform quality statistical analysis.

  • Electric vehicle/battery test equipment

The most important component in mobile devices and electric vehicles is battery module. Safety is the key factor of battery modules reliability that makes the testing of battery reliability is vital. As the battery production is extremely energy-consuming, automated instruments which are energy saving, high efficiency, high stability and safety have become an important trend in the development of the instruments industry.

  • Semiconductor/IC test solutions

Since the rise of 5G, smart manufacturing, and the Internet of Things (IoT), the integration of test instruments and automation has become a competitive landscape in the instrument industry. In response, the Company and its subsidiaries have actively integrated technologies in various fields

  • 75 -

such as electronics, electrical machinery, machinery, software, information, and communication over the year to provide a full range of test solutions for different semiconductor products in production and process. New models feature a wide range of functions, while greatly reducing labor costs by automating test machines and significantly enhancing product quality, thereby fully highlighting the economic benefits of testing.

  • Photonics test solution

Since Apple Inc. amazed the technology community by incorporating the facial recognition function into iPhone X, its key laser diode has become an important element for 3D sensing. This technology has recently been widely used, especially in face recognition, autonomous vehicles and existing fiber-optic communications. With the increase in demand for laser diodes, the quality and reliability of laser diodes become relatively important. Thus, the needs for various related test instruments are in the ascendant. Photonics test solutions include a wafer-level test for laser diodes and package-level test for active optical communication components.

  • (B) Special materials

The following lists the major development trends of IC packaging wire materials and technologies in response to the changes in semiconductor packaging technologies and product applications:

  • Gradual replacement of gold wire with copper wire due to cost considerations.

  • Need for copper wires with even smaller diameters and higher strength in response to miniaturization, high frequency, and high speed for final products.

  • • Bonding capability and precision of wire bonding process in response to ever decreasing bonding pad areas on the die as a result of miniaturization.

  • Increasing use of fine pitch and low-loop bonding profiles for stacked packaging with better ASP performance.

  • B. Product competition

As the Company and its subsidiaries have been developing the instruments and automation industry for many years, there are high barriers of entry in terms of product technology, and each product technology can maintain its leading position. However, as new products continue to be introduced, the Company shall continue to expand its product base and technical product capability, collaborate with tier-one manufacturers, and improve its R&D technical skills to support its product advantages, in order to maintain its competitiveness. In addition, with rampant counterfeiting in third region due to relocation of industries in recent years, products of the Corporation and its subsidiaries also suffer from price competition involving counterfeit products. Hence, in order to maintain the competitive advantage of its products, the Corporation and its subsidiaries invested a considerable amount of manpower to apply for patents and safeguard the brand value. As production processes become increasingly automated, integrated test instruments and automatic equipment will provide the instruments industry with high levels of competitive advantages.

(III) Technologies and recent R&D efforts

  1. R&D expenses invested in the two most recent years
Unit: NT$thousands
Item\Year 2018 2019
1,254,553 1,283,422
R&D expenses
Net operating revenue 16,931,128 13,909,634
Proportion of R&D expenses to
net operatingrevenue
7% 9%
  • 76 -

  • Major R&D outcomes

◎2238 Video Pattern Generator

◎2918 Flat Panel Display Tester

◎7505-05 Multi-Functional Optical Measuring System

◎61509 Programmable AC Power Source

◎63000 Programmable DC Electronic Load

◎62000L Programmable DC Power Supply

◎66205 Digital Power Meter

◎1870D Inductor Test and Packing Machine

◎1871 Inductor Layer Short Automatic Test System

◎11210 Battery Cell Insulation Tester

◎11050 High Frequency LCR Meter

◎19501-K Partial Discharge Tester

◎19311 Battery Cell Surge Tester

◎33010 PXIe Digital IO Card

◎3680 Advanced SoC Test System

◎3160C Tri Temp Quad Site Handler3160C

◎3660C Tri Temp System Board Handler3660C

◎7940 Wafer Chip Inspection System

◎58620 Laser Diode Characterization System

◎58604 Laser Diode Burn-in and Reliability Test System

◎7505-K006 Cylindrical Battery Cell Automated Optical Inspection System

◎7505-K007 Thin Film Thickness Automated Optical Metrology System

◎3730-E Solar Cell Inspection Test/Sorting System

◎3760 Solar Cell Inspection Test/Sorting System

◎17011 Battery Cell Charge/Discharge Test System

◎17040 Regenerative Battery Pack Test System

  • ◎7925 TO-CAN Inspection System

  • ◎8000 Electric Vehicle AC Charging Compatibility Automatic Test System

3. Future R&D plans

After the introduction of the nano-particles monitoring system for semiconductorgrade solutions by the Company’s subsidiaries, the Company has successfully entered into the semiconductor testing field. In mid-2019, the Company invested in CAMTEK, an Israeli semiconductor testing equipment manufacturer, expanding into the field of semiconductor optical measurement through technical cooperation. How to expand the scope in semiconductor testing will be the research and development goal of the Company in the coming years.

The recent development trends in the IT industry include 3D applications, smart communications, and the development of the Internet of Things (IoT), which involve the use of various equipment in wireless communications to enter into the era of electric vehicles, autonomous vehicles and smart cities, lead the emergence of Industry 4.0 in the manufacturing industry and Finance 3.0 in the financial industry.

Therefore, the Corporation's R&D plan has also evolved with various industries, promoting the related automation equipment of Industry 4.0 and the development and integration of Turnkey Solutions, as well as the establishment of Industry 4.0 smart manufacturing related solutions. In response to the trend of IoT, electric vehicle-related equipment and test equipment, battery testing equipment, wireless communication testing equipment, as well as test equipment that meets VR and AR requirements are

  • 77 -

developed. The Corporation and its subsidiaries are also committed to the R&D of products related to clean technology with the aim of developing relevant automatic test equipment.5G

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

  • Short-term development plans

    • (1) Fully seizing the new “Non-China” manufacturing demand

In response to the US-China trade war, the manufacturing industries continue to explore production bases outside China. Meeting the new equipment demand as best we could will be the vital short-term sales target of the Company.

  • (2) Actively collaborate with 1st Tier customers for Test Turnkey Solutions

In recent years, the many of the Company’s products are being recognized by 1st tier customers. Receiving first-tier customer endorsement is essential for marketing and promotion. Therefore, the Company has actively collaborated with 1st tier customers for Test Turnkey Solution. It has a profound influence on the Company as a market leader and a pioneer in technology development, which is an essential project for the Company’s growth.

  • (3) Accelerate the development of advanced semiconductor manufacturing process, AIoT, and 5G communication-related test solutions

The investment in advanced semiconductor process equipment is increasingly larger in scale. It is an area coveted by many equipment manufacturers; however, the entry barriers are very high. Therefore, the Company’s commitment to equipment development in the semiconductor sector has always been an essential project for product development. AIoT and 5G will also drive large-scale utilization in the coming years, and the active development of its related equipment has become an important development issue in recent years.

  1. Long-term development plans

The Corporation’s long term goal and vision is to aggressively develop worldclass products and strive to become a world-class enterprise. world-class products are "precise, reliable and unique", offering test solutions with more value to customers in various electronic technology industries. Meanwhile, world-class enterprises are advancing toward three major directions, namely "innovative technologies, own brands, and internationalization." Thus, the Corporation invests a lot in R&D each year to ensure that the Corporation maintains its lead with its core technologies and highly integrated capabilities in optics, machinery, electronics, temperature control and software, in order to maintain its competitive advantage and growth, thereby achieving the goal of sustainable development.

  • (1) Marketing plans

With the rise of work specialization at international level, manufacturing bases for the IT industry have started expanding outward. In order to provide customers with services of the highest quality, the Corporation and its subsidiaries have also established a sales network composed of overseas subsidiaries, as well as sales agents and dealers. With Taiwanese companies heading to Southeast Asia for investment in recent years, the Corporation has also formulated plans to set up sales and marketing locations in Southeast Asia through its subsidiary in Singapore. Besides, the headquarters provides support to various activities, in hopes of increasing revenue in this region. The Corporation fully promotes products with its own brand, and sets up strategic alliances with well-known international brands to serve as an agent to sell professional instruments through online market, in order to increase overall efficiency.

  • (2) Human resource plans

Developing niche products has long been a goal of the Corporation and its subsidiaries. Having been engaging in technology-intensive industries, the

  • 78 -

Corporation and its subsidiaries must continuously nurture professional talents and strengthen employee training by establishing a knowledge management platform and learning database helping employees quickly gain competence in the field of professional technology through resource sharing, so as to effectively enhance human resources and reduce learning time.

  • (3) Product development plans

Innovation is the DNA of the Company. Innovative technology provides customers with greater added value and services to meet their needs. It is the Company’s product development strategy and is aligned with the development of the industry. In addition to testing products developed for semiconductors and the 5G industry, this Company also invested in modular instruments, system integration, and other automated and customized products. With the rising labor costs and aged population, intelligent networks, industrial automation, and health care industries are becoming increasingly important. The Corporation's long-term product development plans will therefore focus upon the development of test equipment related to products in intelligent network systems in order to develop equipment related to industrial automation and health care. The Corporation will also be aggressively integrating the upstream and downstream industries, and utilize the merger and acquisition strategy to create opportunities for expanding relevant product lines.

II. Market, production and sales summary

  • (I) Market analysis

  • Major products by sales area

Area 2018 2018 2018 Unit: NT$ thousands
2019
Unit: NT$ thousands
2019
Unit: NT$ thousands
2019
Amount Percentage of net
operatingrevenue
Amount Percentage of net
operatingrevenue
Internal sales

External sales
Total


$3,921,874
13,009,254
$16,931,128
23%
77%
100%
3,662,839
10,246,795
$13,909,634
26%
74%
100%
  1. State of the market

The US-China trade war extended to the realm of technology in 2019. Since the launch of 5G communications by Huawei, the containment strategy of the US government has significantly impacted supply, demand and landscape of the ICT industry. In 2019, under the concept of the new layout of the technology industry, and the Chinese technology industry has advanced to prevent the United States from intensifying trade barriers, which has driven the demand of the equipment industry. Since the 2020 pneumonia outbreak in Wuhan, countries have implemented city scale lockdowns to prevent the spread of the disease. It has put the global economy into a predicament and is expected to significantly impact equipment investment.

  1. State and growth of market supply and demand

Since the end of 2019, the global economy has been deeply affected by the USChina trade war. In 2020, countries have implemented lockdowns to prevent the spread of the pneumonia disease which significantly reduced demand. Despite monetary easing policies to boost the market, it is still difficult to estimate the extent of its impact on the economy before the end of the pandemic. Under such circumstances, the manufacturing industry is expected to slow the pace of investment expansion, and the equipment industry will only look for new equipment for new technology and applications.

  1. Favorable and unfavorable factors affecting competitive niches and long-term development, as well as response measures

  2. 79 -

A. Test instrument equipment

  • (A) Competitive niche and favorable factors:

The Company has long invested in research and development of critical technologies and products with unparalleled reliability. In the early stage, the Company cooperated with the world’s first-tier manufacturers to gain trust and experience so that the Company can keep abreast of industry trends and timely introduce new measurement equipment in response to the mass production requirements of the market. The corporation accumulated a variety of key technologies over the years, and developing a number of technologically advanced products, allowing the corporation and its subsidiaries to stay ahead of the test market. Competitive niches of this Company and its subsidiaries include effective control over sales channels and acquisition of the latest information about the industry. The business group has ample resources in the sectors of testing, automation, and factory management systems to provide customers with Turnkey Solutions required, providing this Company and its subsidiaries with various advantages to maintain market competitiveness.

  • (B) Unfavorable factors:

Instrument products are typically produced in small amounts and wide varieties, making mass production difficult. Production processes are often complicated and difficult to manage. Other unfavorable factors include complexity of test instruments, and a diverse range of material types required which results in high warehousing costs.

  • (C) Response measures:

Since products are manufactured in small amount and wide varieties, the Corporation and its subsidiaries have adopted modular designs during the stage of product development, in which products with different specifications in a product line are centralized in the same module, while designs with common features in a product line are common modules to increase the production volume of common modules and reduce the amount of materials required for sections with different features. Besides, in order to strengthen production and inventory management, the IMS BU and the Information Center at the Corporation and its subsidiaries have also built a complete information management system according to the nature of industries to which they belong, with a view to enhancing management efficiency.

  • B. Special materials

  • (A) Competitive niche and favorable factors:

The Corporation's subsidiaries are the largest suppliers in Taiwan, and are able to provide customers with overall competitive value, including quality, price, delivery, technical support and other services, thereby serving as important competitive niches for the Corporation, which are responsible for helping the Corporation and its subsidiaries secure a growing market share.

  • (B) Unfavorable factors:

Key materials had to be imported, which offer a certain degree of uncertainty.

  • (C) Response measures:

Chroma New Material Corp., a subsidiary of the Corporation, has built a long-term partnership with Nippon Micrometal Corporation from Japan to supply materials to Chroma New Material Corp., so as not to affect its development.

  • (II) Major uses and production process of primary products

  • Major uses of primary products

    • Power electronic test solutions
  • 80 -

In addition to applications in IT, communications, aerospace, defense, and other industries, the power supply test solutions provided by Chroma ATE Inc. are also applied to hybrid vehicles, LED lighting, solar power, fuel cells, and other energy saving products that were actively developed as natural resources become increasingly scarce. The Corporation also provides various industries with customized test solutions.

The Corporation offers a wide variety of test equipment, including programmable AC power source, programmable DC power supply, DC electronic load, AC electronic load, digital power meter, and frequency response analyzer, which are required for specification tests and dynamic simulation for both input and output terminals of power supplies. Exclusive graphic operating software (Softpanel) and NI Labview drivers are also provided to help users conveniently utilize these solutions.

The Corporation and its subsidiaries have independently developed an automatic testing system which includes a software platform that comes with powerful built-in functions, and integrates the necessary hardware instruments into the system so that users can independently edit the test items and analyze vast amounts of test data, which can then be used as a basis for R&D or quality assurance (QA) to make changes to products or improve factory processes. In addition to recent applications in PC, servo or telecom power sources, adapters, and chargers, other areas such as backlight inverters, LED drivers, energy-saving lamp ballasts, and even UPS, PV inverters, and electric vehicle supply equipment (EVSE) are also part of its scope of application. Also, the Corporation and its subsidiaries have a global technical applications support team, which us capable of providing customized plans for automation systems and production of testing fixtures.

  • Video & color test solutions

LCD modules are equipped with different signal transforming panels. Once assembled, the final products can be used with different signal outputs in various products. These complex outputs and input interfaces require a video pattern generator which provides various international standard signal testing screens for testing purposes to analyze the performance of the display in processing video signals. Precision is a key requirement since output signals of the video pattern generator is the standard source.

Color analyzers use advanced digital signal processors and photoelectric conversion technology and combined them with precision optical components and circuit design to accurate measure the energy, calibrated color, brightness, and white balance of the light projected by the display to meet international standards and specifications.

For large scale monitors and projectors, optical color analysis probes can be used to achieve simultaneous measurements of multiple points. This can then be integrated with the video pattern generator as well as a software operation interface for video signal analysis. All programmed tests could be carried out quickly using single button operations, making it the most competitive video and color testing solution available. - Passive component and safety test solutions

Testing equipment for passive components include tests for capacitors, inductors, resistors, and other basic passives as well as tests conducted for various electronic components that were assembled using these components (such as wound components, communication and power source filters) or have similar properties (such as switches, connectors, conducting wires, metallic materials, dielectric materials, magnetic materials, and semiconductor components). Tests can be used to analyze the properties of the tested objects and provide design optimization for integrated applications such as automated production inspection, feed/discharge inspection, QA verification, and R&D analysis in order to satisfy the customer’s requirements for cost reduction and

  • 81 -

achieving better efficiency.

Electrical regulatory test equipment is widely employed in various types of electronic components, electrical products, or health care products. Major tests include AC/DC withstanding voltage and insulation resistance testing for electronic components as well as earth connection and grounding leakage current tests for electrical products or medical electronics. In addition to verifying product compliance with various safety specifications such as the UL (United States), CE (Europe), and TUV (Germany), the primary purpose of testing is to ensure personal safety of the users as well as long-term reliability of the products. To create an international sales channel, safety regulations must be regarded as a major concern.

General test instruments include multi-functional calibrators, resistors, and capacitor meters. In addition to single unit operations, these solutions can also be connected and used with other testers for R&D, design verification, and QA testing purposes. These test solutions were capable of fulfilling basic testing requirements of different units.

  • Flat panel display test solutions

LCD module test solutions may be used in the assembly phase with shorting-bar signals to test for various defects in the panel and initiate laser reparations. During module processing, the dimensions of the panel as well as backlight properties (CCFL or LED BLU) are referenced. The source of the video signal and programmable power supply are then used to implement voltage, current, and power testing through an ergonomic testing interface on PC. An analysis application that uses both hardware and software features is then used to identify any bright pixels, defective pixels, color, resolution and other properties. Production line designs with automated conveyor belts can also be used to employ system-based controls to provide integrated network management functions for data analysis.

  • Semiconductor/IC test solutions

The Corporation has established a strong foundation in the field of semiconductor wafer testing for many years, and thus has a large number of product lines. Equipment required from the R&D to mass production stages such as ATE large-scale test system, IC sorter, and PXI/PXIe miniaturization test platform are all complete. Corresponding products provide customers with the most suitable choice. Semiconductor solutions cover different wafer test applications such as: consumer wafers (microprocessors, audio chips, peripherals for computers/mobile devices, etc.), power management chips (linear regulators, DC converters, AC converters, LEDs Drivers, etc.), RF chips (wireless networks, Bluetooth, mobile communications, etc.), and specific areas of testing (image sensors, radio frequency identification, etc.). Handlers used in backend production of ICs could also work with different IC packaging types and sort out defective products from conforming ones. After IC packaging and testing, automatic system function testers can be used to rapidly screen completed IC packages, replacing simulated test environments with actual usage environments for product testing to provide low cost and high coverage tests that will greatly improve the quality of the delivered product.

  • LED/lighting test solutions

LED test equipment of the Corporation would be employed during midstream process before or after die singulation or die separation. Tests include electrical, optical, and electrostatic discharge (ESD) properties of the die. These solutions can be integrated with ergonomic operation interface of the probe testers to achieve rapid LED testing. For downstream packaging processes, tests such as electrostatic discharge, thermal resistance, and temperature control (tri-temperature) can be carried out with simulated changes of environmental temperature and humidity and measuring the electrical and optical properties of the LED module. Test requirements for LED

  • 82 -

modules were primarily lifespan tests for LED Flash Lights, LED Light Bars, and OLEDs. Customized test solutions for electrical properties of LEDs and optical testing are also provided to satisfy various kinds of test requirements.

  • Photovoltaic test solutions

Solar cell test solutions include a number of different testers and testing equipment developed primarily for test requirements during the cell phase and module phase of photovoltaic manufacturing. I-V testers could be used to measure cell conversion efficiency of solar cells and sort these cells according to conversion efficiency. Automatic optical testing is then performed to detect any color, top side, and back side printing defects of the solar cell. Finally, the category of the solar cell is used to implement relevant sorting. When assembling a PV system, the system inverter would convert DC into AC currents while controlling the direction of current flow and calculate the reverse current delivered. AC/DC power supply and electronic load of Chroma ATE can be used to simulate and measure output power supply to ensure its quality.

  • Battery test & automation solutions

The Corporation's battery testing and automation solutions cover a wide range of products that possess features of dynamic charge and discharge, energy recovery battery module test systems for real-world current simulation applications, battery discharge energy recovery and reuse, power saving, environmental protection, and low thermal output, which helps save on electricity and air conditioning costs and reduce production costs. Scope of application for these solutions includes electric vehicle manufacturers, energy storage system vendors, and battery module plants. These solutions are suitable for battery management system testing, battery pack endurance testing, product shipment inspection, design verification research, and battery pack production line capacity learning and DC internal group testing and other purposes.

  • Photonics test solution

Photonics test solutions include a wafer-level test for laser diodes and packagelevel test for active optical communication components. With the Corporation's superior power electronics and optical measurement technology, alongside the integration of institutions and temperature control, the optical components can be burned in at different ambient temperatures for testing. The semiconductor laser characteristic detection system is designed specifically for laser diodes, and the AllIn-One design concept is used for automatic detection. It can be used for simultaneous testing of different test items; it can be used together with high-capacity vehicle designs. A large number of chips are used to perform various tests. In addition, AOI can increase the speed and reliability of automated inspections. The design of a highly stable temperature control platform enables the R&D engineers to accurately understand the relationship between laser semiconductor characteristics and temperature.

  • Manufacturing execution system (MES)

This solution provides an integrated system for collecting various manufacturing data from the production floor. Various electronic equipment can be used to automatically collect assorted production data and integrate data required by processes in various units (such as material, production, manufacturing, quality control (QC), and warehousing) so that every unit could rapidly acquire the needed information to enhance production efficiency.

  • 83 -

2. Production process

==> picture [412 x 172] intentionally omitted <==

(III) Supply of primary raw materials

The Corporation and its subsidiaries manufacture a large variety of products in small quantities. A large quantity of raw materials would be required, with primary materials including programmable logic gate array IC, converter IC, memory, relays, structural materials, and PCB. The following describes the state of material supply:

Primary raw
material category
Main supplier State of supply
Programmable
logic gate array IC

Galaxy Far East
Corp., Weikeng
Industrial Co., Ltd.,
and Answer
Technology Co., Ltd.
The three suppliers above, which serve as agents
for distributing and selling products made by
world-renowned manufacturers, are vendors
which the Corporation collaborates in the long run,
and offers products with stable quality and supply
ofgoods.
Inverter IC Answer Technology
Co., Ltd., Morrihan
International Corp.,
and World Peace
Industrial Group
The three suppliers above, which serve as agents
for distributing and selling products made by
world-renowned manufacturers, are vendors
which the Corporation collaborates in the long run,
and offers products with stable quality and supply
ofgoods.
Memory Weikeng Industrial
Co., Ltd., Transcend
Information, Inc., and
Arrow Electronics,
Inc.
The three suppliers above, which serve as agents
for distributing and selling products made by
world-renowned manufacturers, are vendors
which the Corporation collaborates in the long run,
and offers products with stable quality and supply
ofgoods.
Electric relay Sumchip Technology
Co., Ltd., IC-Hi
Technology Co., Ltd.,
and Bright Toward
Industrial Co., Ltd.
The three suppliers above, which serve as agents
for distributing and selling products made by
world-renowned manufacturers, are vendors
which the Corporation collaborates in the long run,
and offers products with stable quality and supply
ofgoods.
Structural
materials
Chyuan Jyh Industry
Co.,Ltd., Gao Jing
Jhun Metal Co,Ltd.,
The three suppliers above, whose manufacturing
quality and supply of goods are relatively stable,
are responsible for supplying goods,and have
  • 84 -
and Chang Yang
Electronics Co.,Ltd.
established good long-term relationship with the
Corporation.
PCB Lin Genius Enterprise
Co. Ltd., Speed
Circuits Co., Ltd., and
Golden Sum Co., Ltd.
The three suppliers above, whose manufacturing
quality and supply of goods are relatively stable,
are responsible for supplying goods, and have
established good long-term relationship with the
Corporation.
Gold
wire
and
copper wire for IC


NIPPON
These materials are mainly supplied by Nippon.
Nippon has established a positive and long-term
collaborative partnership with the Corporation’s
subsidiary,Chroma New Material Corp.

Given the large variety of raw materials and components needed by the Corporation and its subsidiaries to manufacture precision instruments, all local and overseas purchases are handled by a single purchasing unit. Where possible, 2 or more suppliers were selected to ensure supplier replaceability, acquire competitive pricing, distribute purchasing risks, achieve reasonable cost reductions, and provide better services. The purchasing unit shall regularly review quotations offered by the supplier. QC and purchasing personnel shall conduct audits at the supplier end to ensure the stability of product quality while assessing the process capability of suppliers.

  • (IV) List of suppliers and customers accounting for 10 percent or more of the Corporation’s total purchases (sales) of goods in either of the two most recent years, amount and percentage of total purchases (sales) of goods, and reason for changes in these figures.

  • List of suppliers accounting for 10 percent or more of the Corporation's total purchases of goods in either of the two most recent years

Information on major suppliers in the two most recent years

Unit: NT$ thousands

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
Item 2018 2019
Name Amount Proportion
to net
purchase of
goods for
the entire
year(%)
Relationship
with the
issuer
Name Amount Proportion
to net
purchase of
goods for
the entire
year(%)
Relationship
with the
issuer
1 NMC 1,085,331
11.73

None
NMC 1,292,073
18.93

None
2 NMC
(Philippines)
794,434
8.58

None
NMC
(Philippines)
763,695
11.19

None
Others 7,374,992
79.69

-
Others 4,768,991
69.88

-
Net purchase 9,254,757
100.00
Net purchase 6,824,759
100.00

Explanation for any changes:

NMC and NMC (Philippines) are the major suppliers of Chroma New Material Corp., a subsidiary of the Company, which is mainly due to the proportional increase in sales of specialty materials in 2019 consolidated revenue and hence a relatively higher purchase ratio.

  • 85 -

  • List of customers accounting for 10 percent or more of the Corporation's total sales of goods in either of the two most recent years

Information of major customers for the two most recent years

Unit: NT$ thousands

2018 2018 2018 2018 2019 2019 2019 2019
Item Name Amount Proportion
to net sales
of goods for
the entire
year(%)

Relationship
with the
issuer
Name Amount Proportion
to net sales
of goods for
the entire
year(%)

Relationship
with the
issuer
1 Customer A
2,646,345

15.63

None
Others 13,909,634
100.00

-
Others 14,284,783
84.37

-
-
Net sales 16,931,128
100.00
Net sales 13,909,634
100.00

Explanation for any changes:

It was mainly due to the shipment of the Group’s automated transportation engineering projects in 2018, Customer A was a significant sales customer of MAS Automation, and the sales from this company amounted to 15.63% of the total revenue of the Group.

(V) Production volume in the two most recent years

Unit: km, m, feet, g, units, sets, NT$ thousands

(V) Production volume in the two most recent years
Unit:
in the two most recent years
Unit:
in the two most recent years
Unit:
km,m,feet, g,units,sets,NT$thousands km,m,feet, g,units,sets,NT$thousands km,m,feet, g,units,sets,NT$thousands
Year
Production volume
and value
Majorproduct
2018 2019
Production
capacity (Note 1)
Production
volume
Production
value
Production
capacity (Note 1)
Production
volume
Production
value
Test instrument -
80,981

2,741,528

-

82,203

2,917,231
Special materials -
-

-

-

-

-
Automatic equipment -
178

4,001,230

-

159

666,192
Others -
153

6,103

-

-

-
Total -
81,312

6,748,861

-

82,362

3,583,423

Note 1: The Corporation and its subsidiaries adopt a production model of producing small amounts in wide varieties instead of mass production using automated production lines. No single product has an exclusive product line. Hence, general assessments for capacity utilization rates cannot be used for this production model. For production processes, flexible manufacturing work stations are assembled based upon the number of man hours contributed by operators and test personnel, along with machinery and equipment. Production volume and capacity for various products shall be arranged according to the product market or purchase order requirements. Expected production volume is used to flexibly adjust production capacity in order to achieve maximum benefits using limited economic resources. Hence, stable capacity utilization rate can be maintained for all primary products listed above. The most flexible production plan can also be applied to products with market advantage in order to achieve optimal capacity utilization rate.

  • 86 -

(VI) Sales volume in the two most recent years

Unit: km, m, feet, g, units, sets, NT$ thousands

Year
Sales value
Majorproduct

2018

2018

2018

2018
2019 2019 2019 2019
Internal sales External sales Internal sales External sales
Volume Value Volume Value Volume Value Volume Value
Test instrument 20,354 1,628,748
95,358
8,095,583
43,366
1,380,438 90,730 9,165,148
Special materials 3,034,452,325 1,969,686
71

35,315
2,768,664,211 2,066,146
74

30,919
Automatic equipment 107
147,298

71
4,715,025
90

107,186

18

901,872
Others -
176,142

-

163,331

-

109,069

-

148,856
Total 3,034,472,786 3,921,874
95,500
13,009,254 2,768,668,637 3,662,839 90,822 10,246,795

III. Employee information in the two most recent years up to the publication date of this annual report

Year 2018 2019 Current year up to February 28,
2020
Number of
employees
Management and sales
personnel
1,341 1,372 1,363
Manufacturing personnel 854 820 810
R&Dpersonnel 791 797 797
Total 2,986 2,989 2,970
Average age 33.7 33.65 34.13
Average worktenure 6.71 6.92 7.23
Distribution
and
proportion of
academic
PhD. 0.97% 1.05% 1.09%
Master's 21.40% 22.14% 21.82%

Colleges and universities
68.46% 67.87% 68.27%
Senior highschool 7.55% 7.38% 7.22%
backgrounds Below high school 1.63% 1.55% 1.61%

IV. Environmental protection expenditure

(I) Total losses and fines from environmental pollution from the most recent year up to the publication date of this annual report: None.

In 2019, there were no environmental violations regarding environmental pollution after inspections, nor were there any external or internal personnel or property losses caused by environmental pollution.

  • (II) Future response strategies

Located in the Huaya Technology Park in Linkou, the Corporation engages in a high tech and low polluting industry in the IT sector, which does not cause public hazards or pollution issues during the production process. Hence, there is no need for the Corporation to apply for a permit to establish pollution control facilities. For waste water and sewage issues, the Corporation only generates domestic sewage which undergoes preliminary treatment in this factory before being discharged into the wastewater treatment system of the technology park. Domestic waste is cleared and disposed of properly by a waste removal and treatment company approved by the competent environmental protection agency. The waste removal and treatment company approved by the competent environmental protection authority is also entrusted to carry out proper disposal or recycling of business waste. The Corporation and its subsidiaries place great importance on environmental issues and comply with the relevant laws. Landscaping and aesthetics were considered when constructing factory buildings to provide green, spacious, clean, healthy, and comfortable areas for employees.

The Corporation and its subsidiaries also actively participate in activities related to green and environmental protection industries, and actively incorporate or develop greener operations and products for processes, products, services, and principles in order to fulfill laws and requirements related to RoHS and toxic chemical substances of the customers and countries where the products are being sold to. These laws and requirements are also used as guidelines to achieve continuous improvements and sustainable management to achieve the

  • 87 -

final objective of green industries.

When pursuing and maintaining the overall ecology and sustainable development, the Corporation and its subsidiaries are committed to technical improvements and breakthrough while fulfilling corporate responsibilities such as compliance with the law, social duties, and environmental protection. Stringent approaches are adopted to actively promote environmental management systems (EMS), safety and health related activities, and pollution prevention measures in order to create an excellent, safe, and healthy work environment to safeguard employees’ physical and mental health.

  • V. Labor relations

  • (I) Various employee welfare measures, continuing education and training, retirement systems, and their implementation, as well as various labor-management agreements and measures for safeguarding employee rights and interests.

  • Employee welfare measures

The Corporation has established the Employee Welfare Committee in charge of coordinating and managing employee welfare funds, organizing employee social clubs and trips, ball games, social activities, and festive gifts for fellow employees. The plan also includes subsidies for employee marriage, passing of immediate family, and other celebrations and festivals, subsidies for employee tours, labor, health insurance, and group insurances, establishing employee restaurants, employee dormitories and recreation centers, providing a diverse selection of recreational and entertainment facilities for employees, and preparing employees’ parking spaces.

  1. Continuing education and training

To promote the employees’ competence, knowledge, and management skills required for their duties, the Corporation stipulated the Education and Training Management Regulations. The Corporation's business objectives, as well as results of departmental surveys, were compiled to formulate the annual training plan. Newly hired staff was provided with work orientation training. On-job training, specialization training, or professional external training were provided every now and then for employees to train professional and talented personnel, improve business performance, and achieve effective utilization of human resources.

The following lists the results for the implementation of training in 2019:

Number of employees trained Trainingexpenses(NT$thousands)
3,629 2,387

The content of education and training is provided according to the overall corporate operation strategy, job requirements and employees’ perspective, including professional, managerial and general knowledge courses, etc., and implemented according to the employees’ development plans, such as communications, innovation, leadership, project, and sales capabilities, to provide employees with comprehensive training planning.

  1. Retirement system

Following the Labor Standards Act, the Company has formulated the “Labor Retirement Rules” and made the legally required 4% monthly contributions for the retirement reserve funds to the Trust Department of Bank of Taiwan. Since the implementation of the Labor Pension Act, 6% of the gross proceeds of labor pension shall be allocated to the individual account of labor pension monthly in compliance with the new system. For those who voluntarily contribute pension funds, the voluntary contribution shall be withheld from their monthly salary and deposited to the individual pension account set up by the Bureau of Labor Insurance, starting from 1[st ] of July, 2005. The provisions applicable to employee retirement are as follows:

(1) Voluntary retirement:

An employee may voluntarily apply for retirement in any of the following

  • 88 -

situations:

  • a. Those who have served for more than 15 years and are over 55 years old.

  • b. Having served FST for more than 25 years.

  • c. Aged 60 or above and having completed at least 10 years of service.

  • (2) Forced retirement:

Unless any one of the following circumstances is met, the Company shall not force an employee to retire:

  • a. Having reached the age of 65

  • b. Those with mental disorders or physical disabilities that prevent them from working.

The Company may request the central competent authority to adjust the age prescribed above if the specific job entails risk, requires substantial physical strength or otherwise of a special nature; provided. However, the age criteria must be no less than 55.

  • (3) Pension standards:

    • a. Employees who have service seniority accumulated before or after the application of the Labor Standards Act, and choose to be applicable to the Labor Standards Act in accordance with Labor Pension Act or service seniority preserved before the application of the Labor Pension Act, shall have their retirement benefit paid in accordance with Article 55 and Article 84-2 of the Labor Standards Act.

    • b. Employees who have service seniority calculated according to the preceding pension payment standard and are forced to retire in accordance with Subparagraph 2 of Paragraph 1 of Article 54 of the Labor Standards Act, an additional 20% on top of the amount calculated according to the preceding pension payment standard shall be given to the worker forced to retire due to disability incurred from the execution of their duties, as set forth in Subparagraph 2 of Paragraph 1 of Article 55.

    • b. The length of service and the receipt and calculation of pensions under the Labor Pension Act shall follow per Articles 23 to 28 of the Labor Pension Act.

  • (4) Pension benefits:

    • Pensions under the Labor Standards Act are payable within 30 days from the date of employee retirement.
  • Labor-management agreement

The Corporation and its subsidiaries place great importance on employee welfare and established a harmonious employee-employer relationship. In addition to complying with Labor Standards Act and relevant laws, welfare measures considered superior to statutory regulations are also established. Additionally, it promotes the efficiency of internal communication and encourages fellow employees to propose various recommendations. In addition to regular internal communication meetings between various units, communication channels for employee relations were also established. Any employee inquiry or suggestions can be communicated using the “Employee Communication Helpline”, “Employee Communication Email”, and “Employee Communication Feedback Mailbox” in order to learn about the issues faced by employees, thereby preventing any possible labor disputes.

  1. Measures for safeguarding employee rights and interests

To safeguard the employees’ rights and improve the living standards of fellow employees, additional labor-management communication channels have been established. The Corporation has also established the Employee Welfare Committee to plan the allocation, payment, preservation, and utilization of the employee welfare fund and to provide laws specified by relevant laws. Protection of employees’ rights and

  • 89 -

implementation of welfare systems shall comply with the relevant laws and regulations.

(II) Any loss suffered due to labor disputes, estimated loss for current or future incidents that may occur, and response measures from the most recent year up to the publication date of this annual report, and reasons why a reasonable estimate cannot be made: None.

VI. Important contracts

Nature of
contract
Contracting
party
Start and end date of
contract
Major content Restrictive terms
Land
purchase and
sale contract
Ministry of the
Interior
After signing the
contract on April 18,
2012 until the
advance registration
of land for this
project is fully
terminated in
accordance with the
contract
The Corporation entered into a
contract with Heran Co., Ltd.
and Dynapack Corp. to
participate in the "Tender for
the Industrial Development
Zone in the Taoyuan
International Airport Access
MRT Station A7 Transit-
Oriented Development Zone".
The total sum of this contract
was NT$ 10,088,889,990, and
the project covered a total land
area of 222,300 square meters.
Shares held by each member of
the tender are as follow:
Chroma ATE Inc. 35%, Heran
Co., Ltd. 35%, and Dynapack
International Technology
Corporation 30%.
When transferring
land property
rights, the seller
requested the
buyer to agree to
the condition of
providing notice
land registration
to this land as
undeveloped and
unused land.
Construction
contract
Best Giving
Construction
Corporation
(1) February 24, 2017
to the project
acceptance date
(2) August 15th, 2017
to the project
acceptance date


(1) New construction of the
Corporation's Station A7
building.
(2) Electrical and mechanical
works for the Corporation's
Station A7 building.
None
Construction
contract
Evergreen Steel
Corporation Ltd.

March 2017 to the
project acceptance
date
Steel structure works for the
construction of the
Corporation's Station A7
building
None
Construction
contract
Li Fu Co., Ltd. August 15, 2017 to
the project acceptance
date

Glass curtain works for the
construction of the Corporation's
Station A7 building

None
Medium and
long-term
loan contract
Mega
International
Commercial
Bank
2018.3.1~2023.3.1 Medium and long-term loan Credit lines
cannot be used to
purchase real
estate.
Medium and
long-term
loan contract
KGI Bank Co.,
Ltd.
2019.6.17~2022.6.17 Medium-term loan credits None
Medium and
long-term
loan contract
Agricultural
Bank of Taiwan
2018.12.12~2021.12.
12
Medium-term running capital None
Overseas
Investment
and loan
contracts
The Export– 2019.6.17~-2026.6.17 Equity investment in Camtek
Ltd Israel
None
Import Bank of
the Republic of
China
  • 90 -

Chapter 6 Financial Summary

  • I. Condensed balance sheet and statement of comprehensive income in the five most recent years

  • Condensed consolidated balance sheet and statement of comprehensive income

Unit: NT$ thousands

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
Year
Item

Financial information of the 5 most recentyears
2015(Note 1) 2016 2017 2018 2019
Current assets 9,632,600
11,212,692

14,105,784

13,231,273

12,612,242
Property,plant and equipment 2,767,608
2,714,127

2,664,584

3,389,889

3,221,431
Intangible assets 200,576
227,503

278,036

274,095

268,601
Other assets 3,459,655
4,478,456

4,969,208

6,307,207

9,334,798
Total assets 16,060,439
18,632,778

22,017,612

23,202,464

25,437,072
Current
liabilities
Before distribution 3,112,654
4,723,411

6,922,901

5,972,513

7,474,187
After distribution 4,020,607
6,037,618

8,774,705

7,723,085

8,739,187
Non-current liabilities 3,416,489
3,121,516

1,631,882

2,539,602

3,177,425
Total
liabilities
Before distribution 6,529,143
7,844,927

8,554,783

8,512,115

10,651,612
After distribution 7,437,096
9,159,134

10,406,587

10,262,687

11,916,612
Equity attributable to the owner
of theparent company
9,410,104
10,616,627

13,230,679

14,410,020

14,488,761
Capital stock 3,791,699
3,898,872

4,118,942

4,167,794

4,192,961
Capital surplus 1,302,269
1,960,159

3,187,289

3,469,637

3,629,471
Retained
earnings
Before distribution 3,952,185
4,735,275

5,972,296

6,795,059

6,875,970
After distribution 3,044,232
3,421,068

4,120,492

5,044,487

5,610,970
Other equity 399,665
58,035

(12,134)
13,244
(187,651)
Treasurystock (35,714) (35,714) (35,714) (35,714) (35,714)
Non-controllinginterests 121,192
171,224

232,150

280,329

296,699
Total
liabilities
Before distribution 9,531,296
10,787,851

13,462,829

14,690,349

14,785,460
After distribution 8,623,343
9,473,644

11,611,025

12,939,777

13,520,460
Item Year Financial information of the 5 most recent years
2015(Note 1) 2016 2017 2018 2019
Operatingrevenue 9,692,365 11,624,369 14,901,346 16,931,128 13,909,634
Gross profit (Note2) 4,221,340 5,428,322
7,068,872

7,458,293
6,580,690
Profitfromoperations 1,219,999 2,013,181
3,043,081

3,039,633
2,059,459
Non-operating income and expenses 262,673
28,876

78,986

268,457

279,147
Profit beforeincome tax 1,482,672
2,042,057
3,122,067 3,308,090 2,338,606
Netincomefromcontinuing operations 1,194,542
1,695,566
2,548,823 2,547,179 1,889,476
Lossfromdiscontinued operations



Net profit 1,194,542
1,695,566

2,548,823

2,547,179

1,889,476
Other comprehensive income (net value after
tax)
(131,740)
(223,152)

(138,228)

3,487

(249,805)
Totalcomprehensiveincome 1,062,802
1,472,414

2,410,595
2,550,666 1,639,671
Net profit attributable to the owner of the
parent company
1,236,557
1,719,935

2,558,401

2,546,275

1,854,481
Net profit attributable to non-controlling
interests
(42,015)
(24,369)

(9,578)

904

34,995
Total comprehensive income attributable to
the owner of the parent company
1,102,621
1,501,612

2,425,174

2,546,584

1,608,601
Total comprehensive income attributable to
non-controllinginterests
(39,819)
(29,198)

(14,579)

4,082

31,070
Earningsper share(NT$) 3.28 4.53 6.41 6.22 4.48
  • 91 -

  • Note 1: In 2015, the Corporation began to adopt the Regulations Governing the Preparation of Financial Reports by Securities Issuers as well as the 2013 version of IFRS and International Accounting Standards (IAS) as well as interpretations and announcements thereof approved by the Financial Supervisory Commission (FSC), and traced applicable items in previous financial statements to adjust those items that may be affected by these adoptions.

  • Note 2: Values listed are net realized gross profit from which unrealized gross profit were deducted from.

  • Note 3: The Board of Directors resolved on February 26, 2020, to distribute a cash dividend of NT$1,265,000,000 to shareholders.

2. Condensed parent company-only balance sheet and statement of comprehensive income

Unit: NT$ thousands

Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands
Year
Item

Financial information of the 5 most recent years
2015 (Note 1)
2016
2017 2018 2019
Current assets 5,999,691
7,709,289

8,212,509

6,640,159

6,544,302
Property, plant and equipment
1,844,215

1,805,031

1,789,099

2,493,620

2,406,545
Intangible assets 94,424
94,424

94,424

94,424

94,424
Other assets 6,026,586
6,977,507

8,463,667

10,098,682
12,757,869
Total assets 13,964,916
16,586,251

18,559,699

19,326,885
21,803,140
Current
liabilities
Before distribution 1,310,706
3,037,002

3,877,087

2,551,737

4,347,102
After distribution 2,220,906
4,351,427

5,731,511

4,302,633

5,612,102
Non-current liabilities 3,244,106
2,932,622

1,451,933

2,365,128

2,967,277
Total
liabilities
Before distribution 4,554,812
5,969,624

5,329,020

4,916,865

7,314,379
After distribution 5,465,012
7,284,049

7,183,444

6,667,761

8,579,379
Equity attributable to the
owner of theparent company
9,410,104
10,616,627

13,230,679

14,410,020
14,488,761
Capital stock 3,791,699
3,898,872

4,118,942

4,167,794

4,192,961
Capital surplus 1,302,269
1,960,159

3,187,289

3,469,637

3,629,471
Retained
earnings
Before distribution 3,952,185
4,735,275

5,972,296

6,795,059

6,875,970
After distribution 3,041,985
3,420,850

4,117,872

5,044,163

5,610,970
Other equity 399,665
58,035

(12,134)
13,244
(187,651)
Treasurystock (35,714) (35,714) (35,714) (35,714) (35,714)
Non-controllinginterests



Total
liabilities
Before distribution 9,410,104
10,616,627

13,230,679

14,410,020
14,488,761
After distribution 8,499,904
9,302,202

11,376,255

12,659,124
13,223,761
Year
Item

Financial information of the 5 most recent years

Financial information of the 5 most recent years

Financial information of the 5 most recent years

Financial information of the 5 most recent years

Financial information of the 5 most recent years
2015(Note 1) 2016 2017 2018 2019
Operatingrevenue 4,539,441 7,233,315 8,018,006 7,546,840
8,111,033
Grossprofit(Note 2) 2,519,834 3,763,579 4,116,862 3,916,720
4,092,554
Profit from operations 825,721 1,726,398 1,759,378 1,514,112
1,690,390
Non-operatingincome and expenses 548,464
281,123
1,106,336 1,414,496
459,985
Profit before income tax 1,374,185 2,007,521 2,865,714 2,928,608
2,150,375
Net income from continuingoperations 1,236,557 1,719,935 2,558,401 2,546,275
1,854,481
Loss from discontinued operations



Netprofit 1,236,557 1,719,935 2,558,401 2,546,275
1,854,481
Other comprehensive income (net value
after tax)
(133,936) (218,323) (133,227)
309

(245,880)
Total comprehensive income 1,102,621 1,501,612 2,425,174 2,546,584
1,608,601
Net profit attributable to the owner of
theparent company
1,236,557 1,719,935 2,558,401 2,546,275
1,854,481
  • 92 -
Net profit attributable to non-controlling
interests




Total comprehensive income attributable
to the owner of theparent company
1,102,621 1,501,612 2,425,174 2,546,584
1,608,601
Total comprehensive income attributable
to non-controllinginterests




Earningsper share (NT$) 3.28
4.53

6.41

6.22

4.48

Note 1: In 2015, the Corporation began to adopt the Regulations Governing the Preparation of Financial Reports by Securities Issuers as well as the 2013 version of IFRS and International Accounting Standards (IAS) as well as interpretations and announcements thereof approved by the Financial Supervisory Commission (FSC), and traced applicable items in previous financial statements to adjust those items that may be affected by these adoptions.

  • Note 2: Unrealized profits with subsidiaries and related businesses were removed. The only values listed are realized gross profit.

  • Note 3: The Board of Directors resolved on February 26, 2020, to distribute a cash dividend of NT$1,265,000,000 to shareholders.

3. Names of CPA and audit opinion for the five most recent years

  • (1) Name of CPA and audit opinion for the five most recent years
Year Accountingfirm Name of CPA Audit opinion
2015 Deloitte & Touche Yi-Wen Wang, Wen-Chi Kuo Unqualified opinion
2016 Deloitte & Touche Yi-Wen Wang, Wen-Chi Kuo Unqualified opinion
2017 Deloitte & Touche Cheng-Ming Lee, Wen-Chi Kuo Unqualified opinion
2018 Deloitte & Touche Cheng-Ming Lee, Wen-Chi Kuo Unqualified opinion
2019 Deloitte & Touche Cheng-Ming Lee, Wen-Chi Kuo Unqualified opinion
  • (2) Accounting firm, former and successor CPAs, and reasons for the replacement of CPAs in the five most recent years

  • ①Reasons for changing the CPAs in 2015

    • a. Name of former and successor CPAs:

      • Former CPAs: Cheng-Ming Lee, Li-Wen Kuo Successor CPAs: Yi-Wen Wang, Wen-Chi Kuo
    • b. Reason for change: To ensure the independence of CPAs and comply with the internal rotation system of Deloitte & Touche.

    • c. Date of occurrence: December 23, 2015

    • d. Any disagreement related to accounting principles or audit items between former and successor CPAs: None.

②Reasons for changing CPAs in 2017

  • a. Name of former and successor CPAs:

Former: CPA I-Wen, Wang and CPA Wen-Chi, Kuo

Successor: CPA Cheng-Ming, Lee and CPA Wen-Chi, Kuo

  • b. Reason for change: To comply with the internal rotation system of Deloitte & Touche.

  • c. Date of occurrence: December 27, 2017

  • d. Any disagreement related to accounting principles or audit items between former and successor CPAs: None.

  • 93 -

II. Financial analysis in the five most recent years

1. Consolidated financial analysis

Year Financial analysis for the five most recentyears Financial analysis for the five most recentyears Financial analysis for the five most recentyears Financial analysis for the five most recentyears
Analysis item(Note 3) 2015(Note 1) 2016 2017 2018
2019
Capital Debt ratio 40.65 42.10 38.85 36.69
41.87
Structure
Analysis
(%)
Proportion of long-term capital to
property, plant, and equipment
467.83 512.48 566.49 508.27
557.61
Liquidity Current ratio 309.47 237.39 203.76 221.54
168.74
Analysis Quick ratio 248.58 190.86 161.87 163.98
129.77
(%) Interest coverage ratio 39.02 49.56 138.04 105.13
44.29
Receivables turnover(times) 3.23 3.92 4.04 3.72
2.80
Average collection days 113 93 90 98
130
Inventoryturnover(times) 2.73 2.77 2.97 2.95
2.59
Operating Payable turnover(times) 4.02 3.62 3.15 3.45
2.82
ability Average inventoryturnover days 134 132 123 124
141
Property, plant and equipment
turnover(times)
3.54 4.24 5.54 5.59
4.21
Total asset turnover(times) 0.62 0.67 0.73 0.75
0.57
Return on assets(%) 8.18 10.12 12.68 11.37
7.80
Return on equity (%) 13.25 17.18 21.46 18.42
12.83
Profitability
Analysis

Ratio of income before tax to paid-
in capital(%)
39.10 52.38 75.80 79.37
55.77
Netprofit margin(%) 12.76 14.80 17.17 15.04
13.33
Earningsper share(NT$) 3.28 4.53 6.41 6.22
4.48
Cash flow ratio(%) 72.88 42.36 39.71 21.19
18.26
Cash flow Cash flow adequacyratio(%) 89.78 84.19 89.99 77.28
68.13
Cash re-investment ratio(%) 9.82 8.31 10.36 (Note 2) (Note 2)
Degree of
leverage
Degree of operating leverage
(DOL)
Degree of financial leverage(DFL)
1.27
1.03
1.17
1.02
1.10
1.01
1.10
1.22
1.01
1.03

Explain the reasons for changes in various financial ratios in the two most recent years (analysis is not required if the change is within 20%). The following describes the reason for changes to financial ratios that exceed 20% in the two most recent years:

  1. Decrease in liquid ratio and quick ratio: Mainly due to the increase in short-term loans in 2019 as compared to the previous period.

  2. Decrease in interest coverage ratio: Mainly due to increase in interest expenses and decrease in profit before tax, resulting in decrease in interest coverage ratio.

  3. Decrease in receivables turnover rate and increase in average collection days: Mainly due to decrease in operating income in 2019 and increase in average receivables resulting in decrease in receivables turnover and increase in average collection days.

  4. Decrease in property, plant, and equipment turnover ratio: Mainly due to the decrease in revenue in 2019 as compared to the previous period.

  5. Decrease in total asset turnover rate: Mainly due to decrease in operating revenue in 2019 and increase in total assets resulting in decrease in total asset turnover rate.

  6. Decrease in return on assets and return on equity: Mainly due to decrease in profit in 2019, resulting in decrease in return on assets and return on equity.

  7. Decrease in the ratio of net profit before tax to paid-in capital: Mainly due to the decrease in net profit before tax in 2019 as compared to the previous period.

  8. Decrease in earnings per share: Mainly due to the decrease in earnings per share as a result of the sharp decline in operation of MAS Automation in last year and the decrease in profit for the period.

  9. Note 1: In 2015, the Corporation began to adopt the Regulations Governing the Preparation of Financial Reports by Securities Issuers as well as the 2013 version of IFRS and International Accounting Standards (IAS) as well as interpretations and announcements thereof approved by the Financial Supervisory Commission (FSC), and traced applicable items in previous financial statements to adjust those items that may be affected by these adoptions.

  10. 94 -

Note 2: Net cash flow from operating activities - cash dividends is negative. Therefore, the relevant ratio is not applicable. Note 3: The following lists the formulas used for performing the financial analysis:

  1. Financial structure

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

    • (2) Proportion of long-term capital to property, factory and equipment ratio = (Total equity + Non-current liabilities)/Net property, plant and equipment.

  2. Debt-paying ability

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

    • (2) Quick ratio = (Current assets – Inventory – Prepaid expense)/Current liabilities.

    • (3) Interest coverage ratio = Net income before income tax and interest expense/Current interest expense for the period.

  3. Operating ability

    • (1) Receivables turnover rate (including bills receivable resulting from accounts receivable and business operations) = Net sales/Average accounts receivable in various periods (including bills receivable resulting from accounts receivable and business operations).

    • (2) Average collection days = 365/Receivables turnover ratio.

    • (3) Inventory turnover ratio = Cost of goods sold/Average inventory value.

    • (4) Payable turnover rate (including bills payable resulting from accounts payable and business operations) = Cost of goods sold/Average accounts payable in various periods (including bills payable resulting from accounts payable and business operations).

    • (5) Average inventory turnover days = 365/Inventory turnover ratio.

    • (6) Property, plant and equipment (PP&E) turnover ratio = Net sales/Average value of PP&E.

    • (7) Total asset turnover rate = Net sales/Average total assets.

  4. Profitability

    • (1) Return on assets [Net income after taxes + Interest expense (1– Tax rate)]/Average total assets.

    • (2) Return on equity = Net income after taxes/Average total equity.

    • (3) Net profit margin = Net income after taxes/Net sales.

    • (4) Earnings per share = (Net profit (loss) attributable to the owners of the parent company – Preferred dividends) / Weighted average number of shares outstanding.

  5. Cash flow

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

    • (2) Net cash flow adequacy ratio = Net cash flow from operating activities for the five most recent years/(Capital expenditure + Inventory increase + Cash dividend) for the most recent five years.

    • (3) Cash reinvestment ratio = (Net cash flow from operating activities – Cash dividend)/Gross value of PP&E + Long-term investments + Other non-current assets + Working capital).

  6. Degree of leverage

    • (1) Degree of operating leverage = (Net operating revenue - Change in operating costs and operating expenses)/Operating income.

    • (2) Degree of financial leverage = Operating income/(Operating income - Interest expenses).

  7. Note 4: The following shall be taken note of when using the abovementioned formula for calculating earnings per share:

  8. Calculation is made based upon the weighted average of common shares and not the number of issued shares at the end of the year.

  9. Where cash capital increase or transaction of treasury stock is involved, weighted average number of shares shall be calculated by taking into consideration circulation period.

  10. Where recapitalization of retained earnings or recapitalization of Capital surplus is involved, retrospective adjustment shall be made according to the proportion of recapitalization when calculating annual and semiannual earnings per share. There is no need to consider the period of issuance for the said recapitalization.

  11. If preferred shares cannot be converted into cumulative preferred shares, then dividends for the year (issued or not) shall be deducted from NIAT or increase net loss after tax. If preferred shares are non-cumulative, dividends for preferred shares shall be deducted from any NIAT resulting from this period. No readjustment is required for losses.

  12. Note 5: The following items shall be taken note of during cash flow analysis:

  13. Net cash flow from operating activities refers to the net cash inflows from operating activities in the statement of cash flows.

  14. Capital expenditure refers to the amount of cash outflows from capital investments every year.

  15. Inventory increase is only included in the calculation when the ending balance is greater than the beginning balance. Inventory decrease at the end of the year shall be calculated as zero.

  16. Cash dividends include cash dividends for common shares and preferred shares.

  17. Gross value of property, plant and equipment (PP&E) refers to the total value of PP&E before deducting accumulated depreciation.

  18. Note 6: The issuer shall categorize operating costs and operating expenses as fixed and variable based on the nature of these items. Where estimates or subjective judgments must be made, care must be taken to ensure their validity and consistency.

  19. Note 7: Where the share of the Corporation have no par value or its par value is not NT$10 per share, the abovementioned ratio of income before tax to paid-in capital shall be replaced with ratio of income before tax to equity attributable to the owner of the parent company listed in the balance sheet.

  20. 95 -

2. Parent company-only financial analysis

Analysis item Year
(Note 3)
Financial analysis for the five most recentyears Financial analysis for the five most recentyears Financial analysis for the five most recentyears Financial analysis for the five most recentyears Financial analysis for the five most recentyears
2015(Note 1) 2016 2017 2018 2019
Capital
Structure
Analysis(%)
Debt ratio 32.62 35.99 28.71 25.44 33.55
Proportion of long-term capital
to property, plant, and
equipment
686.16 750.64 820.67 672.72 725.36
Liquidity
Analysis
(%)
Current ratio 457.74 253.85 211.82 260.22 150.54
Quick ratio 354.57 204.82 161.19 184.01 100.28
Interest coverage ratio 48.66 74.97 230.44 135.59 61.27
Operating
ability
Receivables turnover(times) 2.25 3.58 2.91 2.58 2.69
Average collection days 162 102 125 141 136
Inventoryturnover(times) 1.34 2.13 2.07 1.75 1.82
Payable turnover(times) 3.55 3.94 3.01 3.01 3.54
Average inventoryturnover days
272
171 176 209 201
Property, plant and equipment
turnover(times)
2.42 3.96 4.46 3.52 3.31
Total asset turnover(times) 0.33 0.47 0.46 0.40 0.39
Profitability
Analysis
Return on assets(%) 9.25 11.41 14.62 13.53 9.16
Return on equity (%) 13.25 17.18 21.46 18.42 12.83
Ratio of income before tax to
paid-in capital(%)
36.24 51.49 69.57 70.27 51.29
Netprofit margin(%) 27.24 23.78 31.91 33.74 22.86
Earningsper share(NT$) 3.28 4.53 6.41 6.22 4.48
Cash flow Cash flow ratio(%) 116.19 65.03 17.05 71.13 35.36
Cash flow adequacyratio(%) 74.59 72.41 61.09 63.58 59.71
Cash re-investment ratio(%) 4.46 8.88 (Note 2) (Note 2) (Note 2)
Degree of
leverage
Degree of operating leverage
(DOL)
1.24 1.14 1.12 1.12 1.16
Degree of financial leverage
(DFL)
1.04 1.02 1.01 1.01 1.02
Explain the reasons for changes in various financial ratios in the two most recent years (analysis is not required
if the change is within 20%).
The following describes the reason for changes to financial ratios that exceed 20% in the two most recent
years:
1. Increase in debt to assets ratio: Mainly due to the increase in bank borrowings in 2019 as compared to the
previous period.
2. Decrease in current ratio and quick ratio: Mainly due to increase in bank borrowings in 2019 as compared
to the previous period, resulting in decrease in current ratio and quick ratio.
3. Decrease in interest coverage ratio: Mainly due to decrease in profit before tax in 2019 as compared to the
previous period.
4. Decrease in return on assets and return on equity: Mainly due to decrease in net profit in 2019, resulting
in decrease in return on assets and return on equity.
5. Decrease in the ratio of net profit before tax to paid-in capital: Mainly due to the decrease in net profit
before tax in 2019 as compared to the previous period.
6. Decrease in net profit margin and earnings per share: The decrease in net profit margin and earnings per
share was mainly due to the significant decrease in profit for the period as a result of the sharp decline in
operation of MAS Automation in last year.
7. Decrease in cash flow rate: Mainly due to decrease in operating activities cash and increase in liquid
liability in 2019.

Explain the reasons for changes in various financial ratios in the two most recent years (analysis is not required if the change is within 20%). The following describes the reason for changes to financial ratios that exceed 20% in the two most recent years:

  • 1.Increase in debt to assets ratio: Mainly due to the increase in bank borrowings in 2019 as compared to the previous period.

  • 2.Decrease in current ratio and quick ratio: Mainly due to increase in bank borrowings in 2019 as compared to the previous period, resulting in decrease in current ratio and quick ratio.

  • 3.Decrease in interest coverage ratio: Mainly due to decrease in profit before tax in 2019 as compared to the previous period.

  • 4.Decrease in return on assets and return on equity: Mainly due to decrease in net profit in 2019, resulting in decrease in return on assets and return on equity.

  • 5.Decrease in the ratio of net profit before tax to paid-in capital: Mainly due to the decrease in net profit before tax in 2019 as compared to the previous period.

  • 6.Decrease in net profit margin and earnings per share: The decrease in net profit margin and earnings per share was mainly due to the significant decrease in profit for the period as a result of the sharp decline in operation of MAS Automation in last year.

  • 7.Decrease in cash flow rate: Mainly due to decrease in operating activities cash and increase in liquid liability in 2019.

Note 1: In 2015, the Corporation began to adopt the Regulations Governing the Preparation of Financial Reports by Securities Issuers as well as the 2013 version of IFRS and International Accounting Standards (IAS) as well as interpretations and announcements thereof approved by the Financial Supervisory Commission (FSC), and traced applicable items in previous financial statements to adjust those items that may be affected by these adoptions.

  • Note 2: Net cash flow from operating activities - cash dividends is negative. Therefore, the relevant ratio is not applicable.

  • 96 -

III. Audit Committee's audit report on financial statements in the most recent year

Chroma ATE Inc.

Audit Committee’s Audit Report

This audit report was generated after a complete audit of the Corporation's 2019 business report, parent company-only and consolidated financial statements, and surplus allocation plan submitted by the Board of Directors, where the parent company-only and consolidated financial statements have been audited by CPAs Cheng-Ming Lee and Wen-Chi, Kuo of Deloitte & Touche. No discrepancies were found upon review of the abovementioned documents by the Audit Committee. This audit report is hereby submitted for review in accordance with Article 14-4 of the Securities and Exchange Act and Article 2019 of the Company Act.

Sincerely yours, Chroma ATE Inc.

Annual shareholders’ meeting 2020

Chairman of Audit Committee: Tsung-Ming Chung

Date: 03/09/2020

  • 97 -

  • IV. Financial report in the most recent year: Please peruse pages 117 to 199 of this Report.

  • V. Corporation-only financial report audited and attested by a CPA from the most recent year: Please peruse pages 200 to 272 of this Report.

  • VI. Any financial difficulties experienced by the Corporation and its affiliated companies during the most recent year up to the publication date of this annual report as well as the impact of the said difficulties on the financial condition of the Corporation: None.

  • 98 -

Chapter 7 Review and Analysis of Financial Condition and Performance, and Relevant Risk Events

I. Financial condition

Comparative analysis of financial conditions

Year Differences
December 31, 2019 December 31, 2018
Item Amount %
Current assets 12,612,242 13,231,273 (619,031) (5%)
Property, plant and equipment 3,221,431 3,389,889 (168,458) (5%)
Investment property 3,137,187 3,137,187 0
0%
Intangible assets 268,601 274,095 (5,494) (2%)
Other assets 6,197,611 3,170,020 3,027,591
96%
Total assets 25,437,072 23,202,464 2,234,608
10%
Current liabilities 7,474,187 5,972,513 1,501,674
25%
Non-current liabilities 3,177,425 2,539,602 637,823
25%
Total liabilities 10,651,612 8,512,115 2,139,497
25%
Capital stock 4,192,961 4,167,794 25,167
1%
Capital surplus 3,629,471 3,469,637 159,834
5%
Retained earnings 6,875,970 6,795,059 80,911
1%
Other equity (187,651) 13,244 (200,895) (1,517%)
Treasury stock (35,714) (35,714) 0
0%
Non-controlling interests 296,699 280,329 16,370
6%
Total shareholders' equity 14,785,460 14,690,349 95,111
1%
1. Major reasons and impact of any material change to the Corporation's assets, liabilities, or equity
in the two most recent years: (analysis of changes whose percentage exceeds 20%, and whose
amount reaches NT$10 million shall be provided)
(1) Increase in other assets: Mainly due to the equity acquisition of Camtek Ltd. accounted for using
the equity method.
(2) Increase in non-current liabilities: It was mainly due to the increase in long-term borrowings.
(3) Increase in non-current liabilities: It was mainly due to the increase in short-term borrowings.
(4) Increase in total liabilities: Mainly due to increase in bank borrowings.
(5) Decrease in other equity: mainly due to the change in exchange rate resulting in increased
exchange loss on translation of financial statements of foreign operations.
2. Future response plan:These changes were considered part of normal business operations, and
would not lead to severe negative impacts upon overall financial operations
of the Corporation and its subsidiaries.
3. Futures responseplans: Not applicable.
  • 99 -

II. Financial performance

Analysis of financial performance

Unit: NT$thousands;% Unit: NT$thousands;%
Item Year
2019
2018 Amount of
change
Percentage of
change(%)
Operating revenue 13,909,634 16,931,128 (3,021,494) (18%)
Gross profit (Note) 6,580,690 7,458,293 (877,603) (12%)
Profit from operations 2,059,459 3,039,633 (980,174) (32%)
Non-operating income and
expenses
279,147 268,457 10,690
4%
Profit before income tax 2,338,606 3,308,090 (969,484) (29%)
Net income 1,889,476 2,547,179 (657,703) (26%)
Other comprehensive
income(net value after tax)
(249,805) 3,487 (253,292)
(7,264%)
Total comprehensive income 1,639,671 2,550,666 (910,995) (36%)
Net profit attributable to the
owner of theparent company
1,854,481 2,546,275 (691,794)
(27%)
Total comprehensive income
attributable to the owner of 1,608,601 2,546,584 (937,983)
(37%)
theparent company
  1. Major reasons and impact of any material change to the Corporation’s operating revenue, operating profit, and earnings before tax (EBT) in the two most recent years: (analysis of changes whose percentage exceeds 20%, and whose amount reaches NT$10 million shall be provided)

  2. (1) Decrease in operating profit and loss: Mainly due to decrease in turnover and increase in operating expenses in 2019.

  3. (2) Decrease in net profit before tax and net profit for the period: Mainly due to decrease in consolidated operating income and increase in operating expenses in 2019, resulting in decrease in net profit before tax and net profit for the period.

  4. (3) Decrease in other comprehensive profit or loss for the period: Mainly due to increase in exchange loss on translation of financial statements of foreign operations and increase in other comprehensive loss of associates and joint ventures accounted for using the equity method.

  5. (4) Decrease in total comprehensive profit or loss, net profit attributable to owners of the parent company and total comprehensive profit or loss attributable to owners of the parent company for the current period: Mainly due to the decrease in net profit as a result of the decline in consolidated operating income in 2019 and decrease in other comprehensive profit or loss for the current period.

  6. Expected sales volume and relevant data, possible impact on the company’s financial operations, and response plans:

  7. Under the influence of the pneumonia pandemic, uncertainties cloud the overall 2020 economy, and the manufacturing industry is expected to slow the pace of investment expansion. The Company will actively work towards the new areas of 5G, AI and IoT related applications, and continue to collaborate with leading international manufacturers, with the aim expanding product lines and improving business performance within new application sectors.

Note: Net amounts listed are calculated based on net realized operating gross profit after deducting the unrealized operating profit.

  • 100 -

III. Cash flow

Analysis of cash liquidity

  • (I) Analysis and explanations of changes in cash flow in the most recent year

Unit: NT$ thousands

Unit: NT$thousands Unit: NT$thousands
Initial cash
balance
Net cash inflow
from operating
activities
throughout the year

Total net cash
inflow (outflow)
from investing and
financing activities
throughout the year
(Note)

Amount of
cash surplus
(deficit)
Remedial measures for cash
inadequacy
Investment
plan
Financing
plan
2,923,957 1,364,514 (2,026,940) 2,261,531
Note: Net cash outflow from investing and financing activities was NT$1,981,837 thousand, and the
effect of the exchange rate was NT$45,103 thousand.
1. Analysis of change in cash flow in the most recent year:
(1) Operating activities: Net cash inflow from operating activities in 2019 was NT$1,364,514
thousand, which came mainly from business profits.
(2) Investing activities: Net cash outflow from investing activities for the year ended on
December 31, 2019, was NT$2,266,469 thousand, which was mainly
attributable to the purchase of equity in Camtek Ltd and payment for the
construction of the new A7 building.
(3) Financing activities: Net cash inflow from financing activities amounted to NT$284,632
thousand for the year ended on December 31, 2019, mainly from bank
borrowings, resulting in net cash inflow. The bank borrowings were
mainly for the payment of equity in Camtek and cash dividends to
shareholders.
2. Remedial measures and liquidityanalysis for cash inadequacy: Not applicable.

Note: Net cash outflow from investing and financing activities was NT$1,981,837 thousand, and the effect of the exchange rate was NT$45,103 thousand.

(II) Analysis of cash liquidity for the following year

Unit: NT$ thousands

Unit: NT$thousands Unit: NT$thousands
Expected total Remedial measures for
Expected net cash
inflow from
net cash inflow
(outflow) from
Expected expected cash inadequacy
Beginning cash operating investing and amount of
balance activities
throughout the
year
financing
activities
throughout the
cash surplus
(deficit)
Investment
plan
Financing
plan
year
2,261,531
1,405,000

(1,765,000)

1,901,531

  1. Analysis of changes in cash flow in the most recent year

  2. (1) Operating activities: It mainly refers to cash inflow generated by business profits.

  3. (2) Investment activities: Mainly refer to cash outflow for expected payments constructing the new A7 office building.

  4. (3) Financing activities: It mainly refers to cash outflow due to expected distribution of cash dividends and cash inflow generated by long-term borrowings.

  5. Remedial measures and liquidity analysis for expected cash inadequacy: Not applicable.

  6. 101 -

  7. IV. Impact of material expenditures on the Corporation's finances and operations in the most recent year

On 17 January 2012, the Company, Dynapack International Technology Corp. and Heran Co., Ltd. jointly acquired the “Tender A of the Action Plan for Developing Land Surrounding the MRT Airport Station to Improve Civilians' Life” by the Ministry of the Interior. The total transaction amount of this tender was NT$10,088,890 thousand, with a total land area of 222,300 square meters, 35% of which were held by the Company. The 77,805 square meters owned by the Company are subject to a bidding amount of NT$3,531,112 thousand. The Company entered into a land transaction contract with the Ministry of the Interior on 18 April 2012 and completed the payment of the entire land in June 2018. The registration of land equity transfer has completed.

The Company's Board of Directors approved, on December 27, 2016, the plans to invest NT$ 3.5 billion for expanding and constructing a new A7 factory building. The construction will increase usable space. Expected adjustments to spatial layouts and production line configurations would improve the production and sales of precision electronic measurement instruments and integrated automated measurement systems, thereby benefiting future development plans and reduce the business risks of this Corporation.

The Corporation invested in the construction of the Station A7 factory building to expand production capacity and increase experiment area for R&D, and incorporated more R&D resources to develop more key technologies and products, in order to offer all-round turnkey test and automation solutions, in hopes of maintaining the long-term competitiveness of the Corporation, thereby providing the industry with products which are faster, more accurate and more reliable.

  • V. Investment policies in other companies, main reasons for profit / losses resulting therefrom, improvement plan, and investment plans for the upcoming year

  • (I) Reinvestment policy in the most recent year: Reinvestment is in line with the Company’s operational needs and in consideration of future development strategies.

  • (II) Analysis of profit or loss of reinvestment companies accounted for using the equity method in 2019

provement plan, and investment plans for the upcoming year
) Reinvestment policy in the most recent year: Reinvestment is in line with the Company’s
operational needs and in consideration of future development strategies.
I) Analysis of profit or loss of reinvestment companies accounted for using the equity method
in 2019
provement plan, and investment plans for the upcoming year
) Reinvestment policy in the most recent year: Reinvestment is in line with the Company’s
operational needs and in consideration of future development strategies.
I) Analysis of profit or loss of reinvestment companies accounted for using the equity method
in 2019
provement plan, and investment plans for the upcoming year
) Reinvestment policy in the most recent year: Reinvestment is in line with the Company’s
operational needs and in consideration of future development strategies.
I) Analysis of profit or loss of reinvestment companies accounted for using the equity method
in 2019
provement plan, and investment plans for the upcoming year
) Reinvestment policy in the most recent year: Reinvestment is in line with the Company’s
operational needs and in consideration of future development strategies.
I) Analysis of profit or loss of reinvestment companies accounted for using the equity method
in 2019
As of December 31,2019 Unit: NT$thousands
Name of company
Shareholding
percentage
Investment
gain(loss)
Description
Neworld Electronics Ltd.
100.0%
208,409Gain resulting from excellent sales
Chroma New Material
Corporation
100.0%
28,905 Gain resulting from excellent sales
Chroma Investment Co.,
Ltd.
100.0%
(1,904) Net profit in 2019 was NT$6,099 thousand,
which was due to the deduction of dividend
income from the parent company, thereby
resultingin investment loss for theperiod.
Adlink Technology Inc.
11.3%
52,141 Good R&D capabilities and business
performance.
San Eagle Development
Corp.
100.0%
70,075 Mainly derived from investment gain
recognized usingthe equitymethod
MAS Automation Corp.
100.0%
21,811 Gain resulting from sales
CHI Incorporation LTD
100.0%
26,992 Mainly derived from investment gain
recognized usingthe equitymethod
Testar Electronic
Corporation
67.2%
(14,511) Loss resulting from failure to meet revenue
expectations and risingcost
Chroma ATE Inc.
100.0%
(49,451) Loss resulting from poor sales
Sensational Holding Ltd
100.0%
612 Mainly derived from rental income
Chroma Systems Solutions,
Inc.
25.0%
33,602 Establishment of a comprehensive sales
network withgood businessperformance.
Name of company Shareholding
percentage

Investment
gain(loss)
Description
Neworld Electronics Ltd. 100.0%
208,409
Gain resulting from excellent sales
Chroma New Material
Corporation
100.0%
28,905
Gain resulting from excellent sales
Chroma Investment Co.,
Ltd.
100.0%
(1,904)
Net profit in 2019 was NT$6,099 thousand,
which was due to the deduction of dividend
income from the parent company, thereby
resultingin investment loss for theperiod.
Adlink Technology Inc. 11.3%
52,141
Good R&D capabilities and business
performance.
San Eagle Development
Corp.
100.0%
70,075
Mainly derived from investment gain
recognized usingthe equitymethod
MAS Automation Corp. 100.0%
21,811
Gain resulting from sales
CHI Incorporation LTD 100.0%
26,992
Mainly derived from investment gain
recognized usingthe equitymethod
Testar Electronic
Corporation
67.2%
(14,511)
Loss resulting from failure to meet revenue
expectations and risingcost
Chroma ATE Inc. 100.0%
(49,451)
Loss resulting from poor sales
Sensational Holding Ltd 100.0%
612
Mainly derived from rental income
Chroma Systems Solutions,
Inc.
25.0%
33,602
Establishment of a comprehensive sales
network withgood businessperformance.
  • 102 -
Name of company Shareholding
percentage

Investment
gain(loss)
Description
Chroma ATE Europe B.V. 100.0%
37,015
Establishment of a comprehensive sales
network withgood businessperformance.
Chen Hwa Technology Inc. 100.0%
1,647
Mainly derived from dividend income.
Dynascan Technology
Corp.
27.3%
9,679
Gain resulting from excellent sales
Deep Red Holding Co.,
Ltd.
100.0%
13,587
Mainly derived from investment gain
recognized usingthe equitymethod
Chroma Japan Corp. 100.0%
(41,636)
Loss resulting from poor sales
Chih Ho Shun
Development Co.,Ltd.
35.0%
(43)
As a result, the Group recorded a loss due to
the increase in major expenses.
Adivic Technology Co.,
Ltd.
74.1%
(19,739)
New products are still subject to customer
recognition and research and development
expenses are high, resulting in operating
loss.
EVT Technology Co., Ltd. 85.6%
(9,841)
Losses resulting from product conversion
and incomplete R&D for newproducts
Quantel Private Ltd. 60.0%
29,202
Establishment of a comprehensive sales
network withgood businessperformance.
Innovative Nanotech, Inc. 71.1%
(1,853)
It is a startup company so there are fewer
shipments.
Touch Cloud Inc. 78.1%
(9,197)
Still in the stage of product development
Camtek Ltd 20.2%
35,415
Thanks to the advanced technology and
products, a complete distribution network
with good operating performance and
profitability.

(III) Improvement plan

  1. Testar Electronics Corp: Expanded from LED testing to semiconductors and laser diodes testing in 2019. It should have a better operating result in 2020.

  2. CHROMA USA: Will strengthen the sales coverage of the product lines to enhance operating performance.

  3. Chroma Japan Corp: The high operating expenses are because of long approval time on the customer side. Shall meet the customers' requirements for approval to improve operating performance.

  4. Adivic Corp.: The Wi-Fi testing instruments developed by ADIVIC integrate with the Company’s semiconductor equipment for customer approval. There were many successfully approved cases in 2019, and the 2020 revenue shall increase, resulting in performance improvement.

  5. EVT Technology: EVT is now working with our corporation to develop production lines for electric vehicles' parts, expected improvement in business performance upon completion, and release of R&D products in the market.

  6. Innovative Nanotech Inc.: The products have been certified by first-tier customers, and shipments were made in 2019. It is expected to be profitable in 2020.

  7. Touch Cloud Company: Many customers have certified its big-data analytics software, and the sales shall increase in 2020.
  • (IV) Investment plans for the coming year: In principle, the Company will increase investment to existing invested enterprises and establish marketing networks.

  • VI. Risk analysis and assessment of the most recent year up to the publication date of this annual report

  • 103 -

  • (I) Changes to interest rates, currency exchange fluctuations, and inflation and how these may impact the Corporation penetrate loss as well as future response measures

  • Changes to interest rates and resulting impact to the Corporation's gain or loss as well as future response measures

  • (1) Changes to interest rates and impact on the gain or loss of the Corporation and its subsidiaries

Unit: NT$ thousands

Item/Year 2018 2019
Interest expense 31,768 54,020
Net operatingrevenue 16,931,128 13,909,634
Operating profit 3,039,633 2,059,459
Interest expense/Operatingrevenue (%) 0.19 0.39
Interest expense/Operating profit (%) 1.05 2.62

The interest expenses of the Company and its subsidiaries for 2018 and 2019 were NT$31,768 thousand and NT$54,020 thousand respectively. The interest expenses accounted for 1.05% and 2.62% of the operating profit, respectively. The changes are highly associated with changes in the profit or loss of the Company and its subsidiaries.

  • (2) Future response measures

The Corporation and its subsidiaries have been carrying out capital planning based on the principle of stability and conservativeness, and focus primarily on safety and liquidity. Finance personnel of the Group maintains close contact with financial institutions the Group has business with, in order to achieve greater awareness to the trends and changes in market interest rates at all times, negotiate interest rates with various banks, and to actively reduce the cost of working capital to reduce the impact of interest rate fluctuations on the Company’s profitability.

  1. Currency exchange fluctuations and resulting impact to the Corporation's gain or loss as well as future response measures

  2. (1) Currency exchange fluctuations and its impact on the gain or loss of the Corporation and its subsidiaries

subsidiaries subsidiaries subsidiaries
Unit: NT$thousands
Item/Year 2018 2019
Net exchange gain (loss) 97,928 (85,663)
Net operating revenue 16,931,128 13,909,634
Operating profit 3,039,633 2,059,459
Profit before income tax 3,308,090 2,338,606
Proportion of net profit (loss) on exchange net to operating revenue (%)
0.58
(0.62)
Proportion of net profit (loss) on exchange to operating profit (%) 3.22 (4.16)
Proportion of net profit (loss) on exchange to earnings before tax (EBT)
(%)

2.96
(3.66)

The Corporation and its subsidiaries have provided accounts payable and receivable calculating value in US dollar. Hence, fluctuations in the US dollar exchange rate correlate with changes in exchange gain (loss) of the Corporation and its subsidiaries. The exchange gain (loss) was NT$97,928 thousand, and NT$(85,663) thousand for the years ended on December 31, 2018, and 2019, respectively, representing a pre-tax net profit ratio of approximately 2.96% and (3.66)%, respectively.

(2) Future response measures

In response to the risk of changes in foreign exchange rates, the Company and its subsidiaries maintain natural hedging by offsetting the foreign currency payables arising from the purchases

  • 104 -

and short-term bank borrowings in foreign currencies with increased foreign currency receivables in US dollar. The financial department also maintains close contact with financial institutions, collecting daily exchange rate information, and keeping abreast of exchange rate trends and changes. Adjustments are made to foreign currency positions promptly, reducing the impact of exchange rate fluctuations on the Company’s profit and loss.

  1. Inflation and its impact on the Corporation’s gain or loss as well as future response measures

  2. (1) Inflation and its impact to the gain or loss of the Corporation and its subsidiaries

The Corporation and its subsidiaries have not been affected by inflation severely enough to result in major impact to the gains or losses to the Corporation and its subsidiaries during the period of the most recent year up to the publication date of this annual report.

  • (2) Future response measures

The Corporation and its subsidiaries are minimally affected by inflation, but will continue to monitor changes in the prices of upstream and downstream products to reduce its impact on their gains or losses as a result of cost changes.

  • (II) Policies on high risk, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives trading, main reasons for the profits or losses generated thereby, and future response measures to be undertaken.

  • Main reasons for engaging in high risk, highly leveraged investments and future response measures

  • (1) Main reasons for engaging in high risk, highly leveraged investments

The Corporation and its subsidiaries have not engaged in any high risk, highly leveraged investment from the most recent year up to the publication date of this annual report.

  • (2) Future response measures

  • The Corporation and its subsidiaries focus upon specialized businesses and adopt a conservative and stable financial operation in principle. No capital is used in high risk, highly leveraged investments.

  • Loans to other parties, endorsements, and guarantees

  • (1) Reasons for providing loans to other parties, endorsements, and guarantees

  • Loans, endorsements, and guarantees shall be, in principle, provided to affiliated companies or companies that the Corporation and its subsidiaries have business dealings with. Interest rates of loans provided by the Corporation and its subsidiaries shall be, by principle, higher than short term loan interest rates provided by financial institutions to the Corporation and its subsidiaries.

  • (2) Future response measures

  • The Corporation has stipulated Provision of Financial Loans to Other Parties as well as Endorsement and Guarantee Operations Procedure and refer to the relevant provisions to provide relevant public disclosures.

  • Policies on derivatives trading, major reasons for profits or losses as well as future response measures

  • (1) Policies when engaging in derivatives trading and major reasons for profits or losses All derivatives trading engaged by the Corporation and its subsidiaries include hedging of foreign exchange risks generated by the assets or liabilities. No derivatives trading has been implemented in the most recent fiscal year up to the publication date of this annual report.

  • (2) Future response measures

  • The Corporation and its subsidiaries shall adopt a conservative business principle and seek stable growth, and shall continue to assess impacts to profits or losses resulting from exchange rate fluctuations. To manage transaction risks, the Corporation and its subsidiaries shall refer to regulations prescribed in the Procedure for Handling Derivatives Trading, and activate foreign exchange risk avoidance tools and avoid improper and high risk transactions.

  • 105 -

(III) Future R&D projects and planned budget:

Research and Development Project Current progress Expected
completion
time
Additional
investments
required(NT$)
Remark
Next generation bi-direction and high power density
DC Source
Design planning
phase
2021/Q1 10 million
Next generation bi-direction power module platform
Design
verification
phase
2020/Q3 15 million
Next generation high Accuracy Linear DC Load
Module
Design planning
phase
2020/Q4 10 million
High performance Elelctrical Motor Emulator Design planning
phase
2021/Q2 10 million
Dual alxe Dynamometer Design planning
phase
2021/Q1 20 million
Next generation Regenerative Battery Pack Test
System
Design planning
phase
2021/Q2 20 million
Next generation high performance Battery
Formation Power
Design planning
phase
2020/Q4 12 million
HDMI 8K Media Player Concept
planning phase
2020/Q4 8 million
Lab grade high precision battery cell and material
testingsystem
Design planning
phase
2021/Q4 20 million
High frequency/large current magnetic component's
key parameter analyzer
Design planning
phase
2021/Q1 15 million
  • (IV) Changes to local and overseas policies and laws that impact corporate financial operations, and response measures:

No changes to local and overseas policies and laws have resulted in major impact to the financial operations of the Corporation and its subsidiaries.

  • (V) Changes in technology and industry that will impact the Corporation's financial operation with countermeasures

The Corporation produces instruments for the technology sector which enjoy longer life cycles. The Corporation also has a wide selection of product lines and would not be easily affected by changes to the technology or industry.

  • (VI) Changes in corporate image that will impact the Corporation's risk management with countermeasures

The Corporation and its subsidiaries enjoy good business images and would not be subject to changes that negatively affect their corporate images.

(VII) Expected benefits, possible risks and response measures for merger and acquisition

On February 11, 2019, the Company’s Board of Directors resolved to acquire 7,817,440 ordinary shares of Camtek Ltd., holding 20.5% equity interests, with a total investment amount of US$74,265,680. It is hoped that this investment can enhance the Corporation's AOI and 3D metrology test technology capabilities, and penetrate into the foundry and advanced packing market, thereby enhancing the Group's international operational capabilities and increasing financial efficiency.

Potential risks: (1) Product competitiveness: Camtek focuses highly on white-light triangulation. At the same time, competitors are developing various metrologies, and such differences in strategy may lead to potential gaps in competitiveness. (2) Market changes: Semiconductor foundries are moving towards high-end advanced packaging while traditional packaging manufacturers move towards lower-end products. Although the current market size of low-end products is still huge, the structure of high-end packaging is becoming smaller, and the trend is moving towards the sub-micron scale. (3) Equity price

  • 106 -

risk and financial obligation.

  • (VIII)Expected benefits, possible risks and response measures of expanding factory buildings Expansion of factory buildings allows the Corporation and its subsidiaries to increase

  • its productivity, gain the ability to receive more purchase orders, improve revenue and profitability, and increase market share. Expansion of factory buildings by the Corporation and its subsidiaries has been carefully reviewed to ensure that customers’ requirements are met while achieving optimal use of corporate capital.

  • (IX) Risks resulting from consolidation of purchase or sales operations and response measures 1. Purchasing risks

  • Purchases from NMC by the Company and its subsidiaries accounted for 30.12%

  • and 20.31%, respectively, of the total purchases for each of the years ended on December 31, 2019, and 2018. There was a sign of concentrated purchases in the same group, mainly due to the specialty materials such as gold wire and copper wire provided by NMC, which are having the best quality compared to other Japanese and Korean manufacturers such as Tanaka, NKE, and Heesung. It is to meet the product quality requirements of downstream semiconductor packaging customers. The amount of purchases made from various suppliers by the Corporation and its subsidiaries may increase or decrease in response to changes in profitability of relevant products. Given the large variety of raw materials and components needed by the Corporation and its subsidiaries to produce their products, all local and overseas purchases are handled by a single purchasing unit. Where possible, two or more suppliers are selected to ensure supplier replaceability, acquire competitive pricing, spread purchasing risks, achieve reasonable cost reductions, and provide better services. Also, the Corporation and its subsidiaries have established positive partnerships with external suppliers to eliminate any concerns of material shortage. Material preparation for special materials and automated conveying and engineering equipment of the Corporation and its subsidiaries would only be initiated after receiving a purchase order to establish inventory levels for raw materials. Positive relationships have been established with upstream suppliers to reduce purchasing risks. Given the long-term partnerships and positive collaboration between the Corporation and its subsidiaries and their main suppliers, no major nonconformities have been identified so far. Since establishment, the Corporation and its subsidiaries have achieved positive interaction with their main suppliers. Hence, no material shortage or supply interruption has yet to occur.

  • Sales risks

The Corporation and its subsidiaries offer a large variety of product categories. Product sales were mainly based upon the state of the industry, customer requirements, as well as changes to marketing strategies adopted by the Corporation and its subsidiaries. Hence, the Corporation and its subsidiaries are actively developing new customers to achieve business stability and growth. Currently, most customers were listed companies or renowned companies in Taiwan and other countries. No income from a single customer in 2019 has exceeded 10% of the total income of the combined Company. In 2018, the revenue of automatic equipment amounted to NT$4,862,323 thousand. As a result of the shipment of automatic equipment projects, the income from a single customer accounted for more than 10% of the Group’s total revenue.

  • (X) Impacts, risks, and response measures resulting from major equity transfer or replacement of directors, supervisors, or shareholders holding more than 10% of the company's shares The Corporation and its subsidiaries did not encounter any major equity transfer or

  • replacement of directors, supervisors, or shareholders holding more than 10% of the Corporation’s shares from 2019 up to the publication date of this annual report.

  • (XI) Impact, risk, and response measures related to any change in governance rights in the company

  • The Corporation and its subsidiaries did not undertake any major change to its

  • 107 -

governance team and did not undertake any major change to business strategies or guidelines. Hence, the Corporation and its subsidiaries did not experience any changes their governance rights.

  • (XII) If there has been any substantial impact upon shareholders' equity or prices for the Company's securities as a result of any litigation, non-litigious proceeding, or administrative dispute involving the company that was finalized or remained pending, the facts in dispute, amount in dispute, commencement date, main parties involved, and current status of the case up to the publication date of this annual report shall be disclosed:

MAS Automation Corp. (MAS), a subsidiary of the Company, entered into an equipment sale and purchase agreement with Linco Technology Co., Ltd. (Linco) in 2017 to manufacture a set of equipment entrusted by MAS. Still, Linco did not deliver a large number of critical parts and refused to cooperate during the installation. MAS, therefore, claimed against Linco a default payment of $2,503,659 thousand (approximately US$83,455 thousand) for the delay. On November 12, 2018, MAS filed a lawsuit against NT$440,000 thousand and reserved the right to seek future compensation for the remaining amount. To protect the MAS's interest, MAS filed a provisional attachment against Linco to the Court and provided a court guarantee of $440,000 thousand. However, Linco claimed that MAS had defaulted the final payment of the contract and the breach of the undertaking, and filed a claim on 30 October 2019 for compensation of $255.64 million (approximately US$8.42 million) and the interest thereon, which is currently being heard in the Taiwan Taoyuan District Court. Linco also requested MAS to pay at least NT$505,521 thousand as compensation for Linco's loss due to the provisional attachment filed by MAS, which is in the process of the Taiwan Central District Court. As the procedures related to the claim by Linco against MAS are still at an early stage, the outcome or impact cannot be assessed at this time.

  • (XIII) Other material risks and response measures: None.

  • Organizational context and risk management

    • (1) Risk management organization: The highest-ranking officer at various business units and centers are responsible for promoting organizational context and stakeholder needs and expectation analyses, risk identification and assessment, as well as handling and communicating organizational context and stakeholder needs and expectation analyses.

    • (2) Information Security Risk Management and Response Measures (On-going Operation Risk Management and Response Measures)

To protect R&D assets and maintain information security, a high availability remote backup mechanism has been planned for the Corporation's information system architecture according to its risk level, so as to ensure that important information systems are not interrupted. In addition, important data is stored in different places by the remote backup mechanism. With regard to confidential information, the Corporation also introduces an appropriate encryption mechanism to reduce the risk of information leakage. Some of the colleagues' work environment involves the use of virtual desktop environment, which centralizes operating systems and data in the machine room to enhance security.

For Internet and email virus threats, we have adopted relevant information security solutions to prevent cyber-attacks from any third party. The Company has established an advanced threat protection mechanism within its internal network to detect and respond to internal, external, and horizontal proliferation-specific attacks, ensuring the security of the Company’s internal network. In addition to undergoing basic information security training when new employees join the Corporation, the Corporation also regularly promotes information security to increase awareness toward information security among colleagues at the Corporation.

  • 108 -

The information department constantly follows the latest security threats. Every year, the department conducts analysis of organizational context and risk management, and performs operational risk impact analysis using information risk analysis map. In addition, the department carries out design planning and increases appropriate software and hardware equipment resources based on risk level, in order to improve response measures such as operating procedures.

With regard to abnormal disasters that may happen to equipment and host machines in machine rooms, the Corporation monitors the environment of machine rooms on a regular basis, and conducts various simulation tests and emergency drills in machine rooms in order to ensure the normal operation of various facilities and information systems in machine rooms, with a view to preventing the risks of various disasters or human errors without warning.

VII. Other important matters: None

  • 109 -

Chapter 8 Special Notes

I. Information on affiliated companies

  • (I) Consolidated business report As of December 31, 2019

  • Diagram of affiliated companies


Chroma
ATE
Inc.


Chroma ATE Europe B.V.
Shareholding percentage: 100%
Chroma Investment Co., Ltd.
Shareholding percentage: 100%
MAS Automation Corp.
Shareholding percentage: 100%
San Eagle Development Corp.
Shareholding percentage: 100%
Chroma Japan Corp.
Shareholding percentage: 100%
Chen Hwa Technology Inc
Shareholding percentage: 100%
Chroma New Material Corporation
Shareholding percentage: 100%
Testar Electronic Corporation
Shareholding percentage: 67.2%
Sensational Holding Ltd.
Shareholding percentage: 100%
CHI Incorporation Ltd.
Shareholding percentage: 100%
Deep Red Holding Co., Ltd.
Shareholding percentage: 100%
Adivic Technology Co., Ltd.
Shareholding ratio: 74.1%
EVT Technology Co., Ltd.
Shareholding percentage: 85.6%
Chroma Systems Solutions
,Inc . Shareholding percentage: 25%
Neworld Electronics Ltd.
Shareholding percentage: 100%
Chroma ATE Inc.
Shareholding percentage: 100%
Quantel Private Ltd.
Shares held: 60%
Innovative Nanotech, Inc.
Shareholding percentage: 71.1%
Touch Cloud Inc.
Shareholding ratio: 78.1%


Neworld Electronics Ltd.
Shareholding percentage: 100%

Chroma Electronics (Shenzhen)
Co., Ltd.
Shareholding percentage: 100%

Chroma Electronics (Shenzhen)
Co., Ltd.
Shareholding percentage: 100%
Chroma ATE Inc.
Shareholding percentage: 100%
Shareholding
percentage: 50%
Chroma Electronics (Shanghai)
Co., Ltd.
Shareholding percentage: 100%
Chroma Germany GmbH
Shareholding percentage: 100%
Shareholding
percentage: 15%
Chroma Electronics (Shanghai)
Co., Ltd.
Shareholding percentage: 100%
Chroma New Material Corporation
Shareholding percentage: 100%
Chroma ATE Europe B.V.
Shareholding percentage: 100%
Chroma Germany GmbH
Shareholding percentage: 100%
Chroma Investment Co., Ltd.
Shareholding percentage: 100%
Chroma Japan Corp.
Shareholding percentage: 100%
Sensational Holding Ltd.
Shareholding percentage: 100%
Chroma Systems Solutions
,Inc . Shareholding percentage: 25%
Testar Electronic Corporation
Shareholding percentage: 67.2%
CHI Incorporation Ltd.
Shareholding percentage: 100%
Chroma ATE (Suzhou) Co., Ltd.
Shareholding percentage: 100%
Sajet System Technology (Suzhou)
Co., Ltd.
Shareholding percentage: 100%
Chroma (Shanghai) Trading Co., Ltd.
Shareholding percentage: 100%
Wei Kuang Mech Eng Inc.
Shareholding percentage: 100%
Adivic Holding Corporation
Shareholding percentage: 100%
Sajet System Technology (Suzhou)
Co., Ltd.
Shareholding percentage: 100%
Adivic Holding Corporation
Shareholding percentage: 100%
EVT Technology Co., Ltd.
Shareholding percentage: 85.6%
Wei Da Electric Vehicle Co., Ltd.
Shareholding percentage: 75%
Quantel Private Ltd.
Shares held: 60%
Quantel Global Vietnam Co., Ltd.
Shareholding percentage: 100%
Innovative Nanotech, Inc.
Shareholding percentage: 71.1%
Quantel Technologies India Pvt Ltd
Shareholding percentage: 100%
Touch Cloud Inc.
Shareholding ratio: 78.1%
Quantel Global Sdn. Bhd.
Shareholding percentage: 100%
Quantel Global Philippines
Corporation
Shareholding percentage: 100%
Quantel Global Philippines
Corporation
Shareholding percentage: 100%
  • 110 -

2. Basic information of various affiliated companies

December 31, 2019. Unit: Thousand NT$ or other foreign currency

Name of enterprise Date
established

Address
Paid-in capital Primary business or
product
Neworld Electronics Ltd. 1994.02.17 Unit 606,,Shui Hing Centre,No.13,Sheung Yuet Rd.,
Kowloon Bay,Kowloon,H.K.6F
HK$64,013 Sale and maintenance of
electronic test instruments
Chroma Electronics
(Shenzhen) Co., Ltd.
1998.03.10 8F,No.4,Nanyou Tian An Industrial Estate, Shenzhen,
China
HK$30,000 Sale and maintenance of
electronic test instruments,
etc.
Chroma Electronics
(Shanghai) Co., Ltd.
2000.11.10 3FBuilding 40, No.333,Qin Jiang Rd., Shanghai,
China
US$3,000 Sale and maintenance of
electronic test instruments,
etc.
Chroma ATE Inc. 1993.02.18 7 Chrysler CA92,618Irvine US$1,000 Sale and maintenance of
electronic test instruments
Chroma ATE Europe B.V. 1999.09.17 Morsestraat 32,6716 AH ,TheEdeNetherlands EUR$45 Sale and maintenance of
electronic test instruments
Chroma Germany GmbH 2017.09.04 Südtiroler Str. 9 86165 Augsburg Germany EUR$30 Sale and maintenance of
electronic test instruments
Chroma Investment Co., Ltd. 1997.01.14 9F,No.66,Huaya 1st Road, Guishan District, Taoyuan
City
NT$140,000 Investment
Chroma New Material
Corporation
2006.08.11 4F, No. 68, Huaya 1st Road, Guishan District,
Taoyuan City
NT$250,000 Processing and sale of gold
wire
Testar Electronic Corporation 2007.03.09 4F, No. 68, Huaya 1st Road, Guishan District,
Taoyuan City
NT$300,000 Testing of LED products
Sensational Holding Ltd. 1997.07.11 Citco Buildings, Tortola,P.O.Box 662,Road
TownBritish Virgin Island
US$1,200 Investment
Chroma Systems Solutions,
Inc.
2001.04.01 19772 Pauling, Foothill Ranch, CA 92610 US$5 Sale and maintenance of
electronic test instruments
CHI Incorporation Ltd. 1998.04.03 P.O.Box 957 Offshore Incorporations Centre, Tortola,
Road TownBritish Virgin Islands
US$3,830 Test of inductance,
capacitance and resistance
equipment and sale of
parts.
Chroma ATE (Suzhou) Co.,
Ltd.
2006.03.15 Building 7, No.855, New District Zhujiang Rd.,
Suzhou, Jiang Su,China
US$3,800 Sale and maintenance of
electronic test instruments,
etc.
Chen Hwa Technology
Inc.
1998.04.03 P.O.Box 957 Offshore Incorporations Centre, Tortola,
Road TownBritish Virgin Islands
US$3,085 Test of inductance,
capacitance and resistance
equipment and sale of
parts.
Chroma (Shanghai) Trading Co.,
Ltd.

2004.01.05
Rm 1102B, Building 1, No.18, Tai Gu Rd.,
Waigaoqiao Free Trade Zone, Shanghai
US$2,700 International and transit
trading, simple commercial
processing, commercial
consultingservices,etc.
San Eagle Development Corp. 2006.07.04 Offshore Chambers, Tortola, Road TownBritish
Virgin Islands
US$2,050 Investment
Wei Kuang Mech Eng Inc. 2002.01.10 608 St. James Court, St. Denis Street Port Louis,
Mauritius
US$4,475 Investment
Mou Kuan Technologies
(Nanjing) Co., Ltd.
1997.09.27 No 811, ,Jiangning District, Hushan Road Nanjing
City, China
RMB$1,737 Assembly, sale and
maintenance of factory
conveyors and related
systems and rendering
after-sales services
Wei Kuang Automation
(Nanjing) Co., Ltd.
2005.06.30 No 811, ,Jiangning District, Hushan Road Nanjing
City, China
RMB$11,871 Sale and maintenance of
electronic equipment and
factoryconveyor systems
Wei Kuang Automatic
Equipment (Xiamen) Co.,
Ltd.
2007.02.01 Floor 1, Building A4, No. 20, ,Houxi, Jinhui Road
Jimei District ,Xiamen
RMB$11,417 Sale and maintenance of
electronic equipment and
factory conveyor systems
  • 111 -
Name of enterprise Date
established

Address
Paid-in capital Primary business or
product
MAS Automation Corp. 1975.11.26 No.6,Lane 17,Niupu S Rd., Hsinchu City , Taiwan NT$100,000 Design, manufacturing,
installment and testing of
automated factory
conveyor systems
Chroma Japan Corp. 2008.05.30 888 Nippa-cho, Kouhoku-ku, Yokohama-shi,
Kanagawa,223-0057Japan
JPY$99,500 Sale and maintenance of
electronic test instruments
Deep Red Holding Co., Ltd. 2004.04.29 2F,Felix House, ,24 Dr .Joseph Riviere Street ,Port
Louis Republic of Mauritius
US$215 Investment
Sajet System Technology
(Suzhou) Co., Ltd.
2004.08.24 503-1, 4th Floor Genway LOHASTOWN, 88
Building, 999 Xinghu Road, SIP Suzhou
RMB$8,374 R&D and design of
computer network safety
systems and data
management systems
Adivic Technology Co., Ltd. 2009.04.07 6F, No. 345, Xinhu 2nd Road, Neihu District, Taipei
City
NT$170,000 Sale and research of RF
device
Adivic Holding Corp 2015.01.15 Offshore Chambers,, .P.O.Box 217, ApiaSamoa US$1,000 Sale and research of RF
device
EVT Technology Co., Ltd. 1999.08.19 No. 68, Huaya 1st Road, Guishan District, Taoyuan
City
NT$110,000 Manufacturing of
motorcycles and itsparts
Wei Da Electric Vehicle Co.,
Ltd.
2012.02.14 No. 5, Gongye 5th Road, Pingtung City NT$5,000 Distribution and rental
services of scooters
Quantel Private Ltd. 1989.02.15 25 Kallang Ave #05-02 Singapore 339416 SG$3,190 Sale of test and measuring
instruments
Quantel Global Vietnam Co.,
Ltd
2017.01.03 Floor 10, CIC Tower lane 219 Trung Kinh, Yen Hoa,
Cau Giay,Hanoi
VND4,526,506 Sale of test and measuring
instruments
Quantel Technologies India
Pvt Ltd
2016.10.05 326, 3rd Floor MGF Metropolis Sector-28 MG Road
gurgaon-122002 India
INR6,500 Sale of test and measuring
instruments
Quantel Global Sdn. Bhd. 2016.07.20 Unit 802, 8th Flr, Blk A Damansara Intan, No. 1 Jalan
SS20/27,47400,PetalingJaya,Selangor,Malaysia

MYR600
Sale of test and measuring
instruments
Quantel Global
Philippines Corporation
2017.07.24 Unit 2401-2402 The Orient Square Building, F.
Ortigas Jr Rd. Ortigas Centre, Pasig City Manila
Philippines 1605
PHP9,910 Sale of test and measuring
instruments
Innovative Nanotech
Incorporated
2017.08.09 5F, No. 6-2, Du Sing Rd, East District, Hsinchu City,
Taiwan
NT$200,000 Nanoparticles monitoring
equipment
Touch Cloud Inc. 2016.02.03 10F-4, No. 148, Section 4, Zhongxiao East Road,
Taipei City, Taiwan
NT$72,995 Cloud platform
development and IoT
system integration
  1. Information of shareholders with corporate governance power while working in the Corporation: None.

  2. Overall business scope of every affiliated company

The overall business scope of every affiliated company of the Corporation primarily focuses upon specialized manufacturing services for measurement instruments. There are also a small number of affiliated companies that focus on investments in its scope of business. In general, specialization of work among affiliated companies focus on mutual support in technology, production capacity, sales, and services to maximize synergy so that the Corporation could keep providing the best manufacturing services for professional measurement instruments for customers throughout the world and ensure the Corporation’s leadership in the global market.

  • 112 -

5. Directors, supervisors, CEO and general managers of Chroma ATE Inc. and affiliated companies

December 31, 2019 December 31, 2019
Name of enterprise Title Name or representative Shares held
Number of shares held Shareholding
percentage
Neworld Electronics Ltd. Director Chroma ATE Inc.(Representatives: Leo Huang
and MingChang)

64,012,815 shares
100%
Chroma Electronics
(Shenzhen) Co., Ltd.
Director
Director
Director
CEO
Neworld Electronics (Representative:Leo Huang)
Vincent Chen
Jackie Liao
Vincent Chen

(Note 1)
-
-
-
100%
-
-
-
Chroma Electronics
(Shanghai) Co., Ltd.
Director
Director
Director
Supervisor
CEO
Neworld Electronics(Representative: Leo Huang)
Paul Ying
Vincent Chen
Amy Huang
Paul Ying

(Note 1)
-
-
-
-
100%
-
-
-
-
Chroma ATE Inc. Director
Director
Director
I-Shih Tseng
Cheng Ying
Yi-Shen Wang
Chroma holds 1,000,000
shares
100%
Chroma ATE Europe
B.V.
Director Chroma ATE Inc. (Representative: David Yang,
Paul Ying,I-Shih Tseng)

1,000 shares
100%
Chroma Germany GmbH Director Chroma ATE Europe BV (Representative: Cheng
Ying)

(Chroma BV holds 30,000
shares)
100%
Chroma Investment Co.,
Ltd.
Director
Supervisor
Chroma ATE Inc. (Representative: Leo Huang,
Paul Ying, Ming Chang)
Chroma ATE Inc.(Representative: AmyHuang)

14,000,000 shares
100%
Chroma New Material
Corporation
Director
Supervisor
CEO
Chroma ATE Inc. (Representative: Leo Huang,
C. C. Ho, Amy Huang)
Chroma ATE Inc. (Representative: Paul Ying)
Yuan-Yuan Cheng

25,000,000 shares
-
100%
-
Testar Electronic
Corporation
Director
Supervisor
CEO
Chroma ATE Inc. (Representative: Leo Huang, I-
Shih Tseng, Tsun-I Wang)
Amy Huang
Chih-MingChen
20,159,600 shares
1,000 shares
36,000 shares
67.2%
-
0.1%
Sensational HoldingLtd. Director Chroma ATE Inc.(Representative: Leo Huang) 1,200,000 shares 100%
Chroma Systems
Solutions, Inc
Director
Director
Director
Fred Joseph Sabatine
Cheng Ying
Tai-Wei Yang
Fred holds 120,000 shares
Chroma holds 120,000
shares
CHROMA USA holds
240,000 shares
25%
25%
50%
CHI Incorporation Ltd. Director Leo Huang (Chroma holds 3,830,000
shares)

100%
Chroma ATE (Suzhou)
Co., Ltd.
Director
Director
Director
Supervisor
CEO
CHI (Representative: Leo Huang)
Paul Ying
Emma Chen
Qin Wang
Vincent Chen
(Note 1)
-
-
-
-
100%
-
-
-
-
Chen Hwa Technology
Inc.
Director Leo Huang (Chroma holds 3,085,000
shares)

100%
Chroma (Shanghai)
Trading Co.,Ltd.
Director Chen Hwa (Representative: Leo Huang) (Note 1) 100%
San Eagle Development
Corp.
Director Chroma ATE Inc. (Representative: Leo Huang) 2,050,000 shares 100%
Wei Kuang Mech Eng
Inc.
Director San Eagle (Representative: Leo Huang) 4,475,000 shares 100%
Mou Kuan Technologies
(Nanjing)Co.,Ltd.
Chairman
Director
Wei Kuang (Representative: Leo Huang)
C.-F. Huang、AmyHuang
(Note 1)
-
100%
-
  • 113 -
Name of enterprise Title Name or representative Shares held
Number of shares held Shareholding
percentage
Wei Kuang Automation
(Nanjing)Co.,Ltd.
Director
Director
Wei Kuang (Representative: Leo Huang)
C.-F. Huang、AmyHuang
(Note 1)
-
100%
-
Wei Kuang Automatic
Equipment (Xiamen)
Co.,Ltd.
Director
Director
Wei Kuang (Representative: Leo Huang)
C.-F. Huang、Amy Huang
(Note 1)
-
100%
-
MAS Automation Corp. Director
Supervisor
CEO
Chroma ATE Inc. (Representative: Leo Huang,
C. F. Huang, I-Shih Tseng)
Chroma ATE Inc. (Representative: Amy Huang)
C.-F.Huang
10,000,000 shares
-
100%
-
Chroma Japan Corp. Director Leo Huang (Chroma holds 8,980
shares)
100%
Deep Red Holding Co.,
Ltd.
Director Leo Huang (Chroma holds 215,000
shares)
100%
Sajet System Technology
(Suzhou) Co., Ltd.

Director
Director
Director
Supervisor
CEO
Deep Red Holding Co., Ltd. (Representative:
Joe Lin)
Arno Wu
Paul Ying
Amy Huang
Joe Lin
(Note 1)
-
-
-
-
100%
-
-
-
-
Adivic Technology Co.,
Ltd.
Director
Director
Supervisor
CEO
Chroma ATE Inc. (Representative: IShih Tseng,
Leo Huang)
AIT group (representative: Michael Sheu)
Amy Huang
Jason Huang
12,590,000 shares
4,410,000 shares
-
-
74.1%
25.9%
-
-
Adivic Holding
Corporation
Director Adivic Technology Co., Ltd. (Representative: I-
Shih Tseng)
1,000,000 shares 100%
EVT Technology Co.,
Ltd.
Director
Director
Director
Supervisor
CEO
Leo Huang
Joey Chang
Tsun-I Wang
Chroma ATE Inc. (Representative: Paul Ying)
Leo Huang
54,023 shares
1,339 shares
34,838 shares
9,412,412 shares
54,023 shares
0.5%
-
0.3%
85.6%
0.5%
Wei Da Electric Vehicle
Co., Ltd.
Director
Supervisor
CEO
EVT Technology Co., Ltd. (Representative: Leo
Huang, Hatch Huang, Joey Chang)
Bill Shiau
Leo Huang
375,000 shares
-
-
75%
-
-
Quantel Private Ltd. Director
Director
Chroma ATE Inc. (Representative: Leo Huang,
Paul Ying)
YipHin Lay
1,914,000 shares
1,276,000 shares
60%
40%
Quantel Global Vietnam
Co.,Ltd
Director Phan Sy Dung Quantel Private holds 100% 100%
Quantel Technologies
India Pvt Ltd
Director Yip Hin Lay Quantel Private holds
64,999shares
100%
Quantel Global Sdn.
Bhd.
Director NA Quantel Private holds
600,000 shares
100%
Quantel Global
Philippines Corporation
Director Yip Hin Lay Quantel Private holds
99,095 shares
100%
Innovative Nanotech, Inc. Director
Supervisor
CEO
Chroma ATE Inc. (Representative: Leo Huang,
I-Shih Tseng, Tsun-I Wang)
Amy Huang
Po-JenWu
14,214,000 shares
100,000 shares
100,000 shares
71.1%
0.5%
0.5%
Touch Cloud Inc. Director
Director
Director
Supervisor
Chroma ATE Inc. (Representative: Leo Huang)
Kun-Shan Lu
Cheng-Hsun Li
AmyHuang
5,700,000 shares
-
360,000 shares
-
78.1%
-
4.9%
-

Note 1: Limited liability company

  • 114 -

6. Business operating conditions of Chroma ATE Inc. and its affiliated companies

December 31, 2019. Unit: Thousand NT$

Name of enterprise Paid-in
capital
Total
assets
Total
liabilities
Net worth Operatin
g revenue
for this
period

Operating
profit for
this period

Profit and
loss (after
tax)
Earnings
per share
(NT$)
Neworld Electronics Ltd.) 246,385 1,913,302
808,269
1,105,033 2,926,468
41,474

208,415

3.26
Chroma Electronics (Shenzhen) Co.,
Ltd.
115,470 1,184,574
442,634

741,940
1,929,338
145,824

118,342

Not
applicable
Chroma Electronics (Shanghai) Co.,
Ltd.
89,940
342,313

180,882

161,431

532,373

59,853

48,577

Not
applicable
Chroma ATE Inc. 29,980
783,458

678,530

104,928

533,185
(139,727) (49,353) (49.35)
Chroma Systems Solutions, Inc. 144
954,006

547,625

406,381
1,072,927
184,728

134,407

Not
applicable
Chroma Investment Co., Ltd. 140,000
379,328

120

379,208

0

(198)
6,099 0.44
Chroma New Material Corporation 250,000 1,120,622
689,107

431,515
2,097,072
33,754

28,906

1.16
Chroma ATE Europe B.V. 1,524
578,971

368,316

210,655

492,450

32,019
37,068
Not
applicable
Chroma Germany GmbH 1,008
88,544

78,865

9,679
199,973
17,558

12,985

Not
applicable
Chroma (Shanghai) Trading Co., Ltd. 80,946
83,344

3,110

80,234

1,374

(4,499)
(918) Not
applicable
Chroma ATE (Suzhou) Co., Ltd. 113,924
500,525

275,548

224,977

665,797

24,210

26,897

Not
applicable
MAS Automation Corp. 100,000 2,201,320 1,722,956
478,364

666,192

(49,563)
21,811
2.18
Mou Kuan Technologies (Nanjing)
Co.,Ltd.
7,478
19,093

1,437

17,656

5,009
332
506

Not
applicable
Wei Kuang Automation (Nanjing) Co.,
Ltd.
51,105
389,528

186,095

203,433

161,324

33,079
38,572
Not
applicable
Wei Kuang Automatic Equipment
(Xiamen)Co.,Ltd.
49,150
622,766

153,797

468,969
520,923
286,462

45,136

Not
applicable
Sajet System Technology (Suzhou)
Co.,Ltd.
36,050
121,100

7,406

113,694

81,597

7,714

13,552

Not
applicable
Testar Electronic Corporation 300,000
231,668

187,103

44,565

250,661

(19,682)
(21,607) (0.72)
Chroma Japan Corp. 27,462
155,703

257,444
(101,741) 287,461
(44,172)
(41,212) Not
applicable
Sensational HoldingLtd. 35,976
53,466

239
53,227
0

(1,710)
612
0.51
Chen Hwa TechnologyInc. 92,488
101,224

19
101,205
0

(360)
1,647
0.53
CHI Incorporation Ltd. 114,823
224,007

0

224,007

0

0

26,992

7.05
San Eagle Development Corp. 61,459 875,321
20

875,301

0

(79)
84,959 41.44
Wei KuangMech.Eng.Inc. 134,161
868,138

20

868,118

0

(63)
84,999 18.99
DeepRed HoldingCo., Ltd. 6,446
113,190

0

113,190

0

0

13,587

63.20
Adivic TechnologyCo., Ltd.(Note 1) 170,000
138,149
14,754
123,395

52,816

(28,965)
(28,441) (1.67)
EVT TechnologyCo., Ltd.(Note 1) 110,000
61,508

2,891

58,617

620

(10,231)
(11,500) (1.05)
Quantel Private Ltd.(Note 1) 71,711
347,270

116,531

230,739
531,020
34,583

50,531

15.84
Innovative Nanotech, Inc. 200,000
226,728

61,273

165,455

50,100

(4,460)
(2,607) (0.13)
Touch Cloud Inc. 72,995
29,866

611

29,255

7,462

(11,986)
(11,778) (1.61)

Note 1: Expressed per the consolidated financial statement.

Note 2: The following lists the exchange rates for the statement of assets and liabilities:

US$ 1 = NT$29.980; HKD1 = NT$ 3.849; EUR 1 = NT$ 35.590; RMB 1 = NT$ 4.305; JPY 1 = NT$ 0.276;SGD 1 = NT$ 22.48

The following lists the exchange rates for the profit and loss statement:

1 USD = NT$30.912, 1 HKD = NT$3.945, 1 EUR = NT$34.610, 1 RMB = NT$4.472, 1 JPY = NT$0.284, 1 SGD = NT$22.660

  • 115 -

  • (II) Consolidated financial statements of affiliated companies

For 2019 (January 1 to December 31, 2019), affiliated companies of the Corporation that shall be included according to the rules prescribed by the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” were the same as those companies that shall be included into the parent and subsidiary consolidated financial statement as prescribed by IFRS 10. All information to be disclosed in the consolidated financial statements of affiliated companies has been disclosed in the consolidated financial statements of the parent company and subsidiaries. Hence, consolidated financial statements of affiliated companies were therefore not prepared separately.

  • (III) Affiliation report

According to Article 369-12 of the Company Act, separate affiliation reports are not required for subsidiaries of the Corporation that have not been publicly listed.

  • II. Private placement of securities in the most recent year up to the publication date of this annual report: None.

  • III. Holding or disposition of the Corporation's shares by subsidiaries in the most recent year up to the publication date of this annual report

Unit: NT$thousand;shares;% Unit: NT$thousand;shares;% Unit: NT$thousand;shares;% Unit: NT$thousand;shares;%
Name of
subsidiary
Paid-in
capital
Source
of
capital
Shareholding
of the
Corporation

Date of
acquisition or
disposal

Number
and
amount
of shares
acquired

Number
and
amount
of shares
disposed
Investment
gain (loss)
Number and
amount of
shares up to
the publication
date of this
annual report
(Note 1)

Status
of
pledge

Amount of
endorsements
and
guarantees
provided to
subsidiaries
by the
Corporation
Loans
provided to
subsidiaries
by the
Corporation
Chroma
Investment
Co., Ltd.
140,000 Disposal
funds

100%
2019 0 0 0 1,915,579
shares
NT$243,279
thousand
None 0 0
Current year
up to the
publication
date of this
annual report
0 0 0 None 0 0

Note 1: The sum held is calculated using the closing price of NT$127 of April 10, 2020.

IV. Other supplementary matters: None.

  • V. Any event that results in substantial impact upon shareholders’ equity or prices of the Corporation’s securities as prescribed by Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act that have occurred in the most recent year up to the publication date of this annual report: None.

  • 116 -

Chroma ATE Inc. and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2019 and 2018 and Independent Auditors’ Report

-117-

DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES

The entities required to be included in the consolidated financial statements of affiliates in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2019 are all the same as the companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in International Financial Reporting Standards 10 “Consolidated Financial Statements”. Relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. Hence, we did not prepared a separate set of consolidated financial statements of affiliates.

Very truly yours,

CHROMA ATE INC.

LEO HUANG Chairman February 26, 2020

-118-

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Chroma ATE Inc.

Opinion

We have audited the accompanying consolidated financial statements of Chroma ATE Inc. and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2019 and 2018, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2019. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters.

-119-

Key audit matters of the consolidated financial statements for the year ended December 31, 2019 are stated as follows:

Impairment of Trade Receivables

As indicated in Notes 5 and 10, trade receivables are a significant accounts in the consolidated balance sheets of the Group. The process of determining an impairment loss is subject to continuous assessment of uncollectible accounts. Management recognizes a loss allowance for lifetime Expected Credit Loss (ECL) on trade receivables under the regulations of IFRS 9 “Financial Instruments”. The measurement of ECL model involves management’s subjective judgements and assumptions regarding the credit risks which may have a significant impact on the loss allowance recognized from trade receivables; thus, we identified the impairment of trade receivables as a key audit matter.

We assessed the rationale of the Group’s policy on estimating allowance for trade receivables, tested the loss rates of ECL, inspected individual overdue receivables and made relevant inquiries, to draw a conclusion on lifetime ECL of trade receivables.

Valuation of Inventory Write-down

The Group’s inventories are consisted primarily of test instruments, which are widely used in technology industries such as power supply, passive components, semiconductor, LED, and solar energy. The Group adjusts its product portfolio in response to the rapid change in market and business cycle. Technological change or competition may result in the risk of inventories becoming unmarketable or prices fall due to lack of demand. As stated in Note 5, inventory valuation includes the consideration of whether such test instruments are obsolete or unmarketable and the estimation of their future demand. Since the valuation process involved significant assumptions and estimates from management, the valuation of inventories was deemed to be a key audit matter.

We assessed the rationale of the Group’s policy on estimating allowance for inventory valuation and obsolescence losses, and tested the accuracy of inventory aging report. In addition, we tested the recent selling prices of inventories and participated in an annual inventory count to observe the condition of inventories in order to evaluate the reasonableness of net realizable value of inventories.

Refer to Note 11 to the consolidated financial statements for the detailed information on inventories.

Other Matter

We have also audited the parent company only financial statements of Chroma ATE Inc. as of and for the years ended December 31, 2019 and 2018 on which we have issued an unmodified opinion.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, IAS, IFRIC and SIC endorsed and issued into effect by the FSC of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

-120-

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 auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

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

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

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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.

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

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of 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.

-121-

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

We also provide those charged with governance with statements 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 for the year ended December 31, 2019 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Cheng-Ming Lee and Wen-Chi Kuo.

Deloitte & Touche Taipei, Taiwan Republic of China February 26, 2020

Notice to Readers

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

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

-122-

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6)

Financial assets at fair value through profit or loss - current (Note 7)
Financial assets at amortized cost - current (Notes 9 and 31)
Contract assets - current (Note 23)
Notes receivable (Note 10)
Trade receivables (Notes 5 and 10)
Trade receivables - related parties (Notes 10 and 30)
Inventories (Notes 5 and 11)
Prepayments
Other current assets (Note 30)

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Note 7)
Financial assets at fair value through other comprehensive income - non-current (Note 8)
Investments accounted for using the equity method (Note 13)
Property, plant and equipment (Notes 14 and 31)
Right-of-use assets
Investment properties (Note 16)
Goodwill (Note 17)
Other intangible assets (Note 18)
Deferred tax assets (Note 25)
Prepayments for land and equipment (Note 32)
Refundable deposits
Other non-current assets

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Short-term borrowings (Notes 19 and 31)

Contract liabilities - current (Note 23)

Notes payable

Notes payable - related parties (Note 30)

Trade payables

Trade payables - related parties (Note 30)

Other payables (Note 20)

Current tax liabilities

Lease liabilities - current

Current portion of long-term borrowings (Notes 19 and 31)

Other current liabilities


Total current liabilities


NON-CURRENT LIABILITIES

Long-term borrowings (Notes 19 and 31)

Lease liabilities - non-current

Deferred tax liabilities (Note 25)

Net defined benefit liabilities (Note 21)

Guarantee deposits received


Total non-current liabilities


Total liabilities


EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 22)

Ordinary share capital

Advance receipts for share capital

Capital surplus

Retained earnings

Legal reserve

Special reserve

Unappropriated earnings

Total retained earnings

Other equity

Treasury shares


Total equity attributable to owners of the Corporation


NON-CONTROLLING INTERESTS


Total equity


TOTAL
2019
Amount
%
$ 2,261,531
9
489,745
2
703,368
3
1,258,046
5
174,921
1
4,580,488
18
27,108
-
2,664,658
10
248,583
1

203,794

1

12,612,242
50

4,762
-
612,367
2
2,911,230
11
3,221,431
13
146,462
1
3,137,187
12
225,996
1
42,605
-
317,569
1
2,066,847
8
23,413
-

114,961

1

12,824,830
50

$ 25,437,072
100

$ 2,352,800
9

706,857
3

38,031
-

3,054
-

2,589,773
10

3,008
-

1,340,917
6

323,323
1

60,059
-

27,763
-

28,602

-



7,474,187
29



2,422,051
10

88,138
-

484,147
2

163,089
1

20,000

-



3,177,425
13


10,651,612
42



4,192,961
17


13,724

-


3,629,471
14


2,407,039
10

86,888
-

4,382,043
17


6,875,970
27


(187,651)

(1)


(35,714)

-


14,488,761
57


296,699

1


14,785,460
58


$ 25,437,072
100
2018











































































































Amount
%
$ 2,923,957
13

1,345,944
6

418,886
2

845,164
4

96,163
-

4,686,789
20

51,818
-

2,416,814
10

175,801
1

269,937

1
13,231,273
57

6,807
-

618,271
3

649,709
3

3,389,889
15

-
-

3,137,187
13

227,961
1

46,134
-

250,150
1

1,082,451
5

466,748
2

95,884

-

9,971,191
43
$ 23,202,464
100
$ 807,348
4

888,333
4

132,773
1

14,556
-

2,404,279
10

8,953
-

1,258,976
5

410,208
2

-
-

13,240
-

33,847

-

5,972,513
26

1,954,021
8

-
-

424,561
2

160,054
1

966

-

2,539,602
11

8,512,115
37

4,167,794
18

-

-

3,469,637
15

2,152,411
9

86,888
-

4,555,760
20

6,795,059
29

13,244

-

(35,714)

-
14,410,020
62

280,329

1
14,690,349
63
$ 23,202,464
100

The accompanying notes are an integral part of the consolidated financial statements.

-123-

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET OPERATING REVENUE (Notes 23 and 30)

OPERATING COSTS (Notes 11, 24 and 30)

GROSS PROFIT
UNREALIZED GAIN ON TRANSACTIONS WITH
ASSOCIATES AND JOINT VENTURES
REALIZED GAIN ON TRANSACTIONS WITH
ASSOCIATES AND JOINT VENTURES

REALIZED GROSS PROFIT

OPERATING EXPENSES (Notes 24 and 30)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit impairment losses

Total operating expenses

PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
Finance costs (Note 24)
Share of profits of associates and joint ventures
(Note 13)
Interest income
Dividend income
Other income (Note 30)
Gain (loss) on disposal of property, plant and
equipment, net
Net foreign exchange (loss) gain (Note 34)
Gain on financial assets at fair value through profit
or loss, net
Other expenses

Total non-operating income and expenses
2019
Amount
%
$ 13,909,634 100

7,329,023
53

6,580,611 47
-
-

79

-


6,580,690
47

2,140,645 15
1,019,799
7
1,283,422
9

77,365

1


4,521,231
32


2,059,459
15

(54,020)
-
97,192
1
25,904
-
41,532
-
238,362
2
15,468
-
(85,663) (1)
3,460
-

(3,088)

-


279,147

2
2018





























Amount
%
$ 16,931,128 100

9,472,788
56

7,458,340 44

(47)
-

-

-

7,458,293
44

2,010,963 12

1,144,245
7

1,254,553
7

8,899

-

4,418,660
26

3,039,633
18

(31,768)
-

48,015
-

41,793
-

24,146
-

102,784
1

(5,510)
-

97,928
1

6,571
-

(15,502)

-

268,457

2
(Continued)
  • 124 -

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

PROFIT BEFORE INCOME TAX

INCOME TAX EXPENSE (Note 25)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans
Unrealized gain on investments in equity
investments designated as at fair value through
other comprehensive income
Share of the other comprehensive loss of
associates and joint ventures accounted for
using the equity method
Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translating the financial
statements of foreign operations
Share of the other comprehensive loss of
associates and joint ventures accounted for
using the equity method

Total other comprehensive (loss) income

TOTAL COMPREHENSIVE INCOME

NET PROFIT ATTRIBUTABLE TO:
Owners of the Corporation

Non-controlling interests


COMPREHENSIVE INCOME ATTRIBUTABLE TO:
Owners of the Corporation

Non-controlling interests

2019
Amount
%
$ 2,338,606 17

449,130

3


1,889,476
14

(14,163)
-
(5,455)
-
(40)
-
(115,190) (1)

(114,957)
(1)


(249,805)
(2)

$ 1,639,671
12

$ 1,854,481 14

34,995

-

$ 1,889,476
14

$ 1,608,601 12

31,070

-

$ 1,639,671
12
2018



























Amount
%
$ 3,308,090 20

760,911

5

2,547,179
15

(4,794)
-

12,847
-

(521)
-

(3,035)
-

(1,010)

-

3,487

-
$ 2,550,666
15
$ 2,546,275 15

904

-
$ 2,547,179
15
$ 2,546,584 15

4,082

-
$ 2,550,666
15

(Continued)

  • 125 -

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

EARNINGS PER SHARE (NT$; Note 26)
Basic
Diluted
2019
Amount
%
$ 4.48
$ 4.42
2018
Amount
%
$ 6.22
$ 6.08

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

  • 126 -

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2018
Appropriation of the 2017 earnings
Legal reserve
Cash dividends - NT$4.5 per share
Change in capital surplus from investments in associates and
joint ventures accounted for using the equity method
Net profit for the year ended December 31, 2018
Other comprehensive income (loss) for the year ended
December 31, 2018
Total comprehensive income (loss) for the year ended
December 31, 2018
Conversion of convertible bonds
Buy-back of treasury shares
Cancelation of treasury shares
Adjustments of capital surplus for corporation's cash dividends
received by subsidiaries
Share-based payment transaction
Increase in non-controlling interests
Changes in percentage of ownership interests in subsidiaries
Disposals of investments in equity instruments designated as at
fair value through other comprehensive income
Adjustments to share of changes in equities of associates and
joint ventures accounted for using the equity method
BALANCE AT DECEMBER 31, 2018
Appropriation of the 2018 earnings
Legal reserve
Cash dividends - NT$4.2 per share
Change in capital surplus from investments in associates and
joint ventures accounted for using the equity method
Net profit for the year ended December 31, 2019
Other comprehensive loss for the year ended December 31,
2019
Total comprehensive income (loss) for the year ended
December 31, 2019
Buy-back of treasury shares
Cancelation of treasury shares
Adjustment of capital surplus for corporation's cash dividends
received by subsidiaries
Employees exercise stock options
Share-based payment transaction
Cash dividends distributed by subsidiaries
Decrease in non-controlling interests
BALANCE AT DECEMBER 31, 2019
Equity Attributab **le to Owners of the ** **Corporation ** **Corporation ** Non-controlling
Total
Interests
$ 4,083,228
$ 232,150

-
-
-
-
-
-
-
904

-

3,178


-

4,082

16,141
-
(840 )
-
-
-
-
-
33,551
-
-
41,990
-
2,107
-
-

-

-

4,132,080
280,329
-
-
-
-
-
-
-
34,995

-

(3,925)


-

31,070

(1,009 )
-
-
-
-
-
39,900
-
-
-
-
(11,992 )

-

(2,708)

$ 4,170,971
$ 296,699
Total Equity
$ 13,570,475
-
(1,854,424 )
(267 )
2,547,179

3,487

2,550,666
100,627
(840 )
-
8,572
274,580
41,990
-
-

(1,030)
14,690,349
-
(1,750,896 )
10,250
1,889,476

(249,805)

1,639,671
(1,009 )
-
8,003
158,985
53,349
(11,992 )

(11,250)
$ 14,785,460







Ordinary
Capital Collected in
Share Capital
Advance
Capital Surplus
$ 4,118,942
$ -
$ 3,187,289
-
-
-
-
-
-
-
-
(267 )
-
-
-

-

-

-

-

-

-
16,141
-
84,486
-
-
-
(840 )
-
-
-
-
8,572
33,551
-
189,557
-
-
-
-
-
-
-
-
-

-

-

-
4,167,794
3,469,637
-
-
-
-
-
-
-
-
10,250
-
-
-

-

-

-

-

-

-
-
-
-
(1,009 )
-
-
-
-
8,003
26,176
13,724
119,085
-
-
22,496
-
-
-

-

-

-
$ 4,192,961
$ 13,724
$ 3,629,471
Retained Earnings Total

$ 6,107,426
-
(1,854,424 )
-
2,546,275

(5,322)

2,540,953
-
-
-
-
-
-
(2,107 )
4,241

(1,030)
6,795,059
-
(1,750,896 )
-
1,854,481

(14,132)

1,840,349
-
-
-
-
-
-

(8,542)
$ 6,875,970
Other Equity Total
Treasury Shares
$ (39,618 )
$ (35,714 )

-
-
-
-
-
-
-
-

5,631

-


5,631

-

-
-
-
(840 )
-
840
-
-
51,472
-
-
-
-
-
(4,241 )
-

-

-

13,244
(35,714 )
-
-
-
-
-
-
-
-

(231,748)

-


(231,748)

-

-
(1,009 )
-
1,009
-
-
-
-
30,853
-
-
-

-

-

$ (187,651)
$ (35,714)
Exchange
Differences on
Translating the
Financial
Unrealized Gain
(Loss) on Financial
Assets at Fair Value
through Other
Statements of
Comprehensive
Un
Foreign Operations
Income
$ (97,633 )
$ 151,864

-
-
-
-
-
-
-
-

(7,239)

12,870


(7,239)

12,870

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(4,241 )

-

-

(104,872 )
160,493
-
-
-
-
-
-
-
-

(226,201)

(5,547)


(226,201)

(5,547)

-
-
-
-
-
-
-
-
-
-
-
-

-

-

$ (331,073)
$ 154,946
earned Employee
Benefit
$ (93,849 )

-
-
-
-

-


-

-
-
-
-
51,472
-
-
-

-

(42,377 )
-
-
-
-

-


-

-
-
-
-
30,853
-

-

$ (11,524)







Unappropriated
Legal Reserve
Special Reserve
Earnings
$ 1,896,570
$ 86,888
$ 4,123,968

255,841
-
(255,841 )
-
-
(1,854,424 )
-
-
-
-
-
2,546,275

-

-

(5,322)


-

-

2,540,953

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(2,107 )
-
-
4,241

-

-

(1,030)

2,152,411
86,888
4,555,760
254,628
-
(254,628 )
-
-
(1,750,896 )
-
-
-
-
-
1,854,481

-

-

(14,132)


-

-

1,840,349

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-

-

(8,542)

$ 2,407,039
$ 86,888
$ 4,382,043

The accompanying notes are an integral part of the consolidated statements.

  • 127 -

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss recognized on trade receivables
Net gain on financial liabilities at fair value through profit or loss
Finance costs
Interest income
Dividend income
Compensation costs of share-based payment
Share of profit of associates and joint ventures accounted for using
the equity method
(Gain) loss on disposal of property, plant and equipment, net
Write-downs of inventories
Unrealized gain on transactions with associates and joint ventures
Realized gain on transactions with associates and joint ventures
Net loss (gain) on foreign currency exchange
Net changes in operating assets and liabilities
Contract assets
Notes receivable
Trade receivables
Inventories
Prepayments
Other current assets
Contract liabilities
Notes payable
Trade payables
Other payables
Receipts in advance
Other current liabilities
Net defined benefit liabilities

Cash generated from operations
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Payments to acquire financial assets at fair value through other
comprehensive income
Cash returned of capital reduction of financial assets at fair value
through other comprehensive income
(Increase) decrease in financial assets at amortized cost
Payments to acquire financial assets at fair value through profit or loss
2019
$ 2,338,606

440,062
6,140
77,365
(3,460)
54,020
(25,904)
(41,532)
53,004
(97,192)
(15,468)
39,364
-
(79)
11,741
(412,882)
(78,758)
(30,629)
(370,531)
(72,782)
74,210
(181,476)
(106,244)
325,805
(58,348)
92
(5,340)
(11,128)

1,908,656
(544,142)

1,364,514

-
-
(291,899)

(571,116)
2018
$ 3,308,090
308,923
6,491
8,899

(6,571)
31,768

(41,793)

(24,146)
78,596

(48,015)

5,510
22,933
47

-
(90,474)

(642,629)

153,622

(937,810)

(107,544)

90,143
(91,806)

335,806

(168,462)
(209,964)

95,036
(247,029)

3,478

(10,566)
1,822,533

(556,746)

1,265,787
(67,800)
5,262

479,482
(1,989,000)
(Continued)
  • 128 -

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

Acquisition associate

Proceeds from disposal of financial assets at fair value through profit
or loss
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease (increase) in refundable deposits
Payments to acquire intangible assets
Net cash inflows from business combination
(Increase) decrease in other non-current assets
Increase in prepayments for equipment

Interest received
Dividends received

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings
Proceeds from long-term borrowings
Repayments of long-term borrowings

Increase in guarantee deposits
Repayment of lease principal
Cash dividends paid

Exercise of employee stock options
Payments for buy-back of ordinary shares
Interest paid
Increase in non-controlling interests

Net cash generated from (used in) financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE
OF CASH HELD IN FOREIGN CURRENCIES

NET DECREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2019
$ (2,342,340)
1,432,820
(101,132)
50,585
443,335
(2,614)
-
(20,695)
(1,007,162)
28,874
114,875

(2,266,469)

1,547,730
1,600,000
(1,114,008)
19,034
(110,398)
(1,750,572)
158,985
(1,009)
(53,880)
(11,250)

284,632

(45,103)

(662,426)
2,923,957

$ 2,261,531
2018
$ -
1,701,003

(135,775)
13,877
(439,309)

(2,850)
8,477

1,703
(1,517,801)
47,292

60,899
(1,834,540)
332,835
900,000
(1,216,046)
128

-
(1,851,804)
195,755

(840)

(41,034)

49,669
(1,631,337)

47,636
(2,152,454)

5,076,411
$ 2,923,957

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

  • 129 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

CHROMA ATE INC. AND SUBSIDIARIES

1. GENERAL INFORMATION

Chroma ATE Inc. (the “Corporation”) was incorporated in the Republic of China (ROC) in November 1984. The Corporation mainly designs, assembles, calibrates, manufactures, sells, repairs and maintains software/hardware for computers and peripherals, computerized automatic test systems, electronic test instruments, signal generators, power supplies, telecom power supplies, etc. as well as serves as an agent to sell these products. The Corporation’s shares have been listed on the Taiwan Stock Exchange since December 21, 1996.

The consolidated financial statements of the Corporation and its subsidiaries are presented in the Corporation’s functional currency, the New Taiwan dollar (NTD).

2. APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements were approved by the Corporation’s board of directors on February 26, 2020.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

  • a. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)

Except for the following, the initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC would not have any material impact on the Group’s accounting policies:

● IFRS 16 “Leases”

IFRS 16 provides a comprehensive model for the identification of lease arrangements and their treatment in the financial statements of both lessee and lessor. It supersedes IAS 17 “Leases”, IFRIC 4 “Determining whether an Arrangement contains a Lease”, and a number of related interpretations. Refer to Note 4 for information relating to the relevant accounting policies.

Definition of a lease

The Group elects to apply the guidance of IFRS 16 in determining whether contracts are, or contain, a lease only to contracts entered into (or changed) on or after January 1, 2019. Contracts identified as containing a lease under IAS 17 and IFRIC 4 are not reassessed and are accounted for in accordance with the transitional provisions under IFRS 16.

  • 130 -

The Group as lessee

The Group recognizes right-of-use assets and lease liabilities for all leases on the consolidated balance sheets except for those whose payments under low-value asset and short-term leases are recognized as expenses on a straight-line basis. On the consolidated statements of comprehensive income, the Group presents the depreciation expense charged on right-of-use assets separately from the interest expense accrued on lease liabilities; interest is computed using the effective interest method. On the consolidated statements of cash flows, cash payments for the principal portion of lease liabilities are classified within financing activities; cash payments for the interest portion are classified within financing activities. Prior to the application of IFRS 16, payments under operating lease contracts were recognized as expenses on a straight-line basis. Cash flows for operating leases were classified within operating activities on the consolidated statements of cash flows.

The Group elected to apply IFRS 16 retrospectively with the cumulative effect of the initial application of this standard recognized in retained earnings on January 1, 2019. Comparative information was not restated.

Lease liabilities were recognized on January 1, 2019 for leases previously classified as operating leases under IAS 17. Lease liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019. Right-of-use assets are measured at an amount equal to the lease liabilities. The Group applies IAS 36 to all right-of-use assets.

The Group also applies the following practical expedients:

  • 1) The Group applies a single discount rate to a portfolio of leases with reasonably similar characteristics to measure lease liabilities.

  • 2) The Group accounts for those leases for which the lease term ends on or before December 31, 2019 as short-term leases.

  • 3) The Group excludes initial direct costs from the measurement of right-of-use assets on January 1, 2019.

  • 4) The Group uses hindsight, such as in determining lease terms, to measure lease liabilities.

The lessee’s weighted average incremental borrowing rate applied to lease liabilities recognized on January 1, 2019 is 1.00%-4.35%. The difference between the (i) lease liabilities recognized and (ii) operating lease commitments disclosed under IAS 17 on December 31, 2018 is explained as follows:

The future minimum lease payments of non-cancellable operating lease
commitments on December 31, 2018

Less: Recognition exemption for short-term leases

Less: Recognition exemption for leases of low-value assets


Undiscounted amounts on January 1, 2019


Lease liabilities recognized on January 1, 2019

The Group as lessor
$ 216,984
(18,048)

(10,188)
$ 188,748
$ 168,654

The Group does not make any adjustments for leases in which it is a lessor, and it accounts for those leases with the application of IFRS 16 starting from January 1, 2019.

  • 131 -

The impact on assets, liabilities and equity as of January 1, 2019 from the initial application of IFRS 16 is set out as follows:

Adjustments Adjustments
As Originally Arising from
Stated On Initial Restated On
January 1, 2019 Application January 1, 2019
Right-of-use assets $ -
$ 168,654 $ 168,654
Total effect on assets $ -
$ 168,654 $ 168,654
Lease liabilities - current $ -
$
82,145
$ 82,145
Lease liabilities - non-current -
86,509 86,509
Total effect on liabilities $ -
$ 168,654 $ 168,654
  • b. The IFRSs endorsed by the FSC for application starting from 2020

Effective Date New IFRSs Announced by IASB Amendments to IFRS 3 “Definition of a Business” January 1, 2020 (Note 1) Amendments to IFRS 9, IAS 39 and IFRS 7 “Interest Rate Benchmark January 1, 2020 (Note 2) Reform” Amendments to IAS 1 and IAS 8 “Definition of Material” January 1, 2020 (Note 3)

  • Note 1: The Group shall apply these amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020 and to asset acquisitions that occur on or after the beginning of that period.

  • Note 2: The Group shall apply these amendments retrospectively for annual reporting periods beginning on or after January 1, 2020.

  • Note 3: The Group shall apply these amendments prospectively for annual reporting periods beginning on or after January 1, 2020.

Amendments to IFRS 3 “Definition of a Business”

The amendments clarify that, to be considered a business, an acquired set of activities and assets must include, at a minimum, an input and a substantive process applied to the input that together significantly contribute to the ability to create outputs. The amendments narrow the definitions of outputs by focusing on goods and services provided to customers, and the reference to an ability to reduce costs is removed. Moreover, the amendments remove the assessment of whether market participants are capable of replacing any missing inputs or processes and continuing to produce outputs. In addition, the amendments introduce an optional concentration test that permits a simplified assessment of whether or not an acquired set of activities and assets is a business.

Amendments to IAS 1 and IAS 8 “Definition of material”

The amendments are intended to make the definition of material in IAS 1 easier to understand and are not intended to alter the underlying concept of materiality in IFRSs. The concept of “obscuring” material information with immaterial information has been included as part of the new definition. The threshold for materiality influencing users has been changed from “could influence” to “could reasonably be expected to influence”.

  • 132 -

Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance, and will disclose the relevant impact when the assessment is completed.

  • c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC

Effective Date New IFRSs Announced by IASB (Note) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets To be determined by IASB between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contracts” January 1, 2021 Amendments to IAS 1 “Classification of Liabilities as Current or January 1, 2022 Non-current”

Note: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

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

The amendments clarify that for a liability to be classified as non-current, the Group shall assess whether it has the right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period. If such rights are in existence at the end of the reporting period, the liability is classified as non-current regardless of whether the Group will exercise that right. The amendments also clarify that, if the right to defer settlement is subject to compliance with specified conditions, the Group must comply with those conditions at the end of the reporting period even if the lender does not test compliance until a later date.

The amendments stipulate that, for the purpose of liability classification, the aforementioned settlement refers to a transfer of cash, other economic resources or the Group’s own equity instruments to the counterparty that results in the extinguishment of the liability. However, if the terms of a liability that could, at the option of the counterparty, result in its settlement by a transfer of the Group’s own equity instruments, and if such option is recognized separately as equity in accordance with IAS 32: Financial Instruments: Presentation, the aforementioned terms would not affect the classification of the liability.

Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • a. Statement of compliance

The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs as endorsed and issued into effect by the FSC.

  • b. Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except for financial instruments measured at fair value and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.

  • 133 -

The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for an asset or liability.

  • c. Classification of current and noncurrent assets and liabilities

Current assets include:

  • 1) Assets held primarily for the purpose of trading;

  • 2) Assets expected to be realized within 12 months after the reporting period; and

  • 3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

Current liabilities include:

  • 1) Liabilities held primarily for the purpose of trading;

  • 2) Liabilities due to be settled within 12 months after the reporting period; and

  • 3) Liabilities for which the Group does not have an unconditional right to defer settlement for at least 12 months after the reporting period.

Assets and liabilities that are not classified as current are classified as non-current.

  • d. Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Corporation and the entities controlled by the Corporation (its subsidiaries). Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of profit or loss and other comprehensive income from the effective dates of acquisitions up to the effective dates of disposals, as appropriate. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of the Corporation and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Corporation.

Refer to Note 12 for detailed information on subsidiaries (including percentage of ownership and main business).

  • 134 -

e. Foreign currencies

In preparing the financial statements of each individual group entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which case, the exchange differences are also recognized directly in other comprehensive income.

Non-monetary items that are measured at historical cost in a foreign currency are not translated using the exchange rate at the date of the transaction.

For the purpose of presenting consolidated financial statements, the functional currencies of the Corporation and the group entities (including subsidiaries, associates, joint ventures and branches in other countries that use currencies different from the currency of the Corporation) are translated into the presentation currency - the New Taiwan dollar as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income (attributed to the owners of the Corporation and non-controlling interests as appropriate).

On the disposal of a foreign operation (i.e. a disposal of the Corporation’s entire interest in a foreign operation, or a disposal involving the loss of control over a subsidiary that includes a foreign operation, or an associate that includes a foreign operation of which the retained interest becomes a financial asset), all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Corporation are reclassified to profit or loss.

In relation to a partial disposal of a subsidiary that does not result in the Corporation losing control over the subsidiary, the proportionate share of accumulated exchange differences is re-attributed to non-controlling interests of the subsidiary and is not recognized in profit or loss. For all other partial disposals, the proportionate share of the accumulated exchange differences recognized in other comprehensive income is reclassified to profit or loss.

f. Inventories

Inventories consist of raw materials, semi-finished goods, work-in-process, finished goods and inventory in transit, which are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at standard cost and adjusted to approximate weighted-average cost on the balance sheet date.

g. Investments in associates and joint ventures

An associate is an entity over which the Group has significant influence and which is neither a subsidiary nor an interest in a joint venture. A joint venture is a joint arrangement whereby the Group and other parties that have joint control of the arrangement have rights to the net assets of the arrangement.

  • 135 -

The Group uses the equity method to account for its investments in associates and joint ventures.

Under the equity method, investments in an associate and a joint venture are initially recognized at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the associate and joint venture. The Group also recognizes the changes in the Group’s share of the equity of associates and joint ventures attributable to the Group.

Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets and liabilities of an associate or a joint venture at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.

When the Group subscribes for additional new shares of an associate and joint venture at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Group’s proportionate interest in the associate and joint venture. The Group records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in capital surplus from investments in associates and joint ventures accounted for using the equity method. If the Group’s ownership interest is reduced due to its additional subscription of the new shares of the associate and joint venture, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate and joint venture is reclassified to profit or loss on the same basis as would be required had the investee directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using the equity method is insufficient, the shortage is debited to retained earnings.

When the Group’s share of losses of an associate and a joint venture equals or exceeds its interest in that associate and joint venture (which includes any carrying amount of the investment accounted for using the equity method and long-term interests that, in substance, form part of the Group’s net investment in the associate and joint venture), the Group discontinues recognizing its share of further losses. Additional losses and liabilities are recognized only to the extent that the Group has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate and joint venture.

The entire carrying amount of the investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is not allocated to any asset, including goodwill, that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

The Group discontinues the use of the equity method from the date on which its investment ceases to be an associate and a joint venture. Any retained investment is measured at fair value at that date, and the fair value is regarded as its fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate and the joint venture attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate and the joint venture. The Group accounts for all amounts previously recognized in other comprehensive income in relation to that associate and the joint venture on the same basis as would be required had that associate directly disposed of the related assets or liabilities. If an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the Group continues to apply the equity method and does not remeasure the retained interest.

When a group entity transacts with its associate and joint venture, profits and losses resulting from the transactions with the associate and joint venture are recognized in the Group’s consolidated financial statements only to the extent that interests in the associate and the joint venture are not related to the Group.

  • 136 -

h. Property, plant and equipment

Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment loss.

Property, plant and equipment in the course of construction are measured at cost less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for their intended use.

Depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. If a lease term is shorter than the assets’ useful lives, such assets are depreciated over the lease term. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

  • i. Investment properties

Investment properties are properties held to earn rentals and/or for capital appreciation (including property under construction for such purposes). Investment properties also include land held for a currently undetermined future use.

Investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method.

Investment properties under construction are measured at cost less accumulated impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Depreciation of these assets commences when the assets are ready for their intended use.

On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.

  • j. Goodwill

Goodwill arising from the acquisition of a business is measured at cost as established at the date of acquisition of the business less accumulated impairment loss.

For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units or groups of cash-generating units (referred to as “cash-generating units”) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually or more frequently when there is an indication that the unit may be impaired, by comparing its carrying amount, including the attributed goodwill, with its recoverable amount. However, if the goodwill allocated to a cash-generating unit was acquired in a business combination during the current annual period, that unit shall be tested for impairment before the end of the current annual period. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then pro rata to the other assets of the unit based on the carrying amount of each asset in the unit. Any impairment loss is recognized directly in profit or loss. An impairment loss recognized on goodwill is not reversed in subsequent periods.

  • 137 -

If goodwill has been allocated to a cash-generating unit and the entity disposes of an operation within that unit, the goodwill associated with the operation which is disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal and is measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit retained.

k. Intangible assets

1) Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are measured at cost less accumulated impairment loss.

  • 2) Intangible assets acquired in a business combination

Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, they are measured on the same basis as intangible assets that are acquired separately.

  • 3) Derecognition of intangible assets

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.

  • l. Impairment of tangible and intangible assets other than goodwill

At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered any impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the individual cash-generating units on a reasonable and consistent basis of allocation.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

  • 138 -

m. Financial instruments

Financial assets and financial liabilities are recognized when a group entity becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.

1) Financial assets

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

  • a) Measurement categories

Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost and investments in equity instruments at FVTOCI.

  • i. Financial assets at FVTPL

The Group recognizes a financial asset at FVTPL when such a financial asset is mandatorily classified or designated as at FVTPL, including investments in equity instruments which are not designated as at FVTOCI.

Financial assets at FVTPL are subsequently measured at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any dividends or interest earned on such a financial asset. Fair value is determined in the manner described in Note 29.

  • ii. Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

  • ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, financial assets at amortized cost, trade receivables at amortized cost and refundable deposits, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:

  • i) Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial assets; and

  • 139 -

  • ii) Financial assets that are not credit-impaired on purchase or origination but have subsequently become credit-impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.

  • A financial asset is credit impaired when one or more of the following events have occurred:

  • i) Significant financial difficulty of the issuer or the borrower;

  • ii) Breach of contract, such as a default;

  • iii) It is becoming probable that the borrower will enter bankruptcy or undergo a financial reorganization; or

  • iv) The disappearance of an active market for that financial asset because of financial difficulties.

Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

  • iii. Investments in equity instruments at FVTOCI

On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.

Dividends on these investments in equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

  • b) Impairment of financial assets and contract assets

The Group recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables) that are measured at FVTOCI, as well as contract assets.

The Group always recognizes lifetime expected credit losses (i.e. ECLs) for trade receivables and contract assets. For all other financial instruments, the Group recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.

  • 140 -

Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

For internal credit risk management purposes, the Group determines that the following situations indicate that a financial asset is in default (without taking into account any collateral held by the Group):

  • i. Internal or external information show that the debtor is unlikely to pay its creditors.

  • ii. When a financial asset is more than 90 days past due unless the Group has reasonable and corroborative information to support a more lagged default criterion.

The Group recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.

  • c) Derecognition of financial assets

The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

Before 2018, on derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss which had been recognized in other comprehensive income is recognized in profit or loss. Starting from 2018, on derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.

2) Equity instruments

Debt and equity instruments issued by a group entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments issued by a group entity are recognized at the proceeds received, net of direct issue costs.

Repurchase of the Corporation’s own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or cancellation of the Corporation’s own equity instruments.

  • 3) Financial liabilities

  • a) Subsequent measurement

Except for financial liabilities at FVTPL, all financial liabilities are measured at amortized cost using the effective interest method.

  • 141 -

Financial liabilities at FVTPL are stated at fair value, with any gain or loss arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any interest or dividend paid on such financial liability. Fair value is determined in the manner described in Note 29.

  • b) Derecognition of financial liabilities

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

  • n. Warranty provisions

Provisions are measured at the best estimate of the discounted cash flows of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Provisions for the expected cost of warranty obligations to assure that products comply with agreed-upon specifications are recognized on the date of sale of the relevant products at the best estimate by the management of the Group of the expenditures required to settle the obligations.

o. Revenue recognition

The Group identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.

  • 1) Revenue from the sale of goods

Revenue from sale of goods comes from sales of test instruments and other products. Revenue is recognized when the goods are delivered to the customer’s specific location or the goods are shipped because it is the time when the customer has full discretion over the manner of distribution and bears the risks of obsolescence. Trade receivables are recognized concurrently. The transaction price received is recognized as a contract liability until the goods are delivered to the customer.

The Group does not recognize revenue on materials delivered to subcontractors because this delivery does not involve a transfer of control.

2) Revenue from the rendering of services

Revenue from the rendering of services comes from wafer level test and development of cloud platform. The Group acquires enforceable right to payment for services rendered in accordance with customer contracts only upon completion of the services; thus, the Group recognizes revenue from rendering of services upon completion of the contract.

  • 3) Construction contract revenue

For construction contracts to build customized production line, the Group recognizes revenue over time. The Group measures the progress on the basis of costs incurred relative to the total expected costs as there is a direct relationship between the costs incurred and the progress of satisfying the performance obligations. Contract assets are recognized during the construction and are reclassified to trade receivables at the point at which the customer is invoiced. If the milestone payments exceed the revenue recognized to date, then the Group recognizes contract liabilities for the difference. Certain payment retained by the customer as specified in the contract is intended to ensure that the Group adequately completes all of its contractual obligations. Such retention receivables are recognized as contract assets until the Group satisfies its performance obligations.

  • 142 -

p. Leases

2019

At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.

1) The Group as lessor

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.

  • 2) The Group as lessee

The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets.

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.

Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses the lessee’s incremental borrowing rate.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term or others, the Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the consolidated balance sheets.

2018

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

  • 1) The Group as lessor

Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease.

  • 2) The Group as lessee

Operating lease payments are recognized as expenses on a straight-line basis over the lease term.

  • 143 -

q. Borrowing costs

Borrowing costs directly attributable to an acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time that the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

Other than stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.

  • r. Government grants

Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attached to them and that the grants will be received.

Government grants are recognized in profit or loss on a systematic basis over the periods in which the Group recognizes as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognized as deferred revenue and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognized in profit or loss in the period in which they become receivable.

s. Employee benefits

1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

  • 2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered service entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost) and net interest on the net defined benefit liability (asset) are recognized as employee benefits expense in the period they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liability (asset) represents the actual deficit (surplus) in the Group’s defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

  • 144 -

t. Share-based payment arrangements

Employee share options and restricted shares for employees granted to employee and others providing similar services are measured at the fair value of the equity instruments at the grant date. The fair value at the grant date of the employee share options and restricted shares for employees is expensed on a straight-line basis over the vesting period, based on the Group's best estimate of the number of the shares or options that are expected to ultimately vest, with a corresponding increase in capital surplus - employee share options and other equity - unearned employee benefits. It is recognized as an expense in full at the grant date if vested immediately.

When restricted shares for employees are issued, other equity - unearned employee benefits is recognized on the grant date, with a corresponding increase in capital surplus - restricted shares for employees. If restricted shares for employees are granted for consideration and should be returned once the employee resigns, they are recognized as payables. Dividends paid to employees on restricted shares that do not need to be returned if employees resign in the vesting period are recognized as expenses when the dividends are declared with a corresponding adjustment in retained earnings and capital surplus - restricted shares for employees.

At the end of each reporting period, the Group revises its estimate of the number of employee share options and restricted shares for employees expected to vest. The impact of the revision of the original estimates is recognized in profit or loss such that the cumulative expenses reflect the revised estimate, with a corresponding adjustment to capital surplus - employee share options and capital surplus - restricted shares for employees.

u. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

1) Current tax

According to the Income Tax Law in the ROC, an additional tax of unappropriated earnings is provided for as income tax in the year the shareholders approve to retain earnings.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

2) Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are recognized only to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

  • 145 -

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences based on the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

  • 3) Current and deferred taxes for the year

Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively. Where current tax or deferred tax arises from a business combination, the tax effect is included in the accounting for the business combination.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, management is required to make judgments, estimations and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revision affects only that period or in the period of the revision and future periods if the revisions affect both current and future periods.

  • a. Estimated impairment of trade receivables

The provision for impairment of trade receivables is based on assumptions about risk of default and expected loss rates. The Group uses judgment in making these assumptions and in selecting the inputs to the impairment calculation, based on the Group’s historical experience, existing market conditions as well as forward looking estimates as of the end of each reporting period. For details of the key assumptions and inputs used, see Note 10. Where the actual future cash flows are less than expected, a material impairment loss may arise.

b. Write-down of inventories

The net realizable value of inventories is the estimated selling price in the ordinary course of business less the estimated costs of completion and disposal. The estimation of net realizable value is based on current market conditions and the historical experience with product sales of a similar nature. Changes in market conditions may have a material impact on the estimation of net realizable value.

  • 146 -

6. CASH AND CASH EQUIVALENTS

Cash on hand

Checking accounts and demand deposits
Cash equivalents
Time deposits with maturities less than 3 months

December 31 December 31


2019
$ 4,300

2,173,071
84,160

$ 2,261,531
2018
$ 4,515
2,728,749

190,693
$ 2,923,957

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

Mandatorily at FVTPL-current
Non-derivative financial assets
Domestic listed shares

Open-end beneficiary certificates


Mandatorily at FVTPL-non-current
Non-derivative financial assets
Open-end beneficiary certificates
**December 31 ** **December 31 **



2019
$ 4,070

485,675

$ 489,745

$ 4,762
2018
$ 3,653

1,342,291
$ 1,345,944
$ 6,807

8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

Investments in equity instruments-non-current
Domestic listed ordinary shares

Domestic unlisted ordinary shares
Foreign unlisted ordinary shares

December 31 December 31


2019
$ 407,798

200,037
4,532

$ 612,367
2018
$ 431,797
182,039

4,435
$ 618,271

These investments in equity instruments are not held for trading. Instead, they are held for medium to long-term strategic purposes. Refer to Table 3 for the detailed information. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Group’s strategy of holding these investments for long-term purposes.

  • 147 -

9. FINANCIAL ASSETS MEASURED AT AMORTIZED COST - CURRENT

Time deposits with original maturities of more than 3 months

Pledge deposits (Notes 31 and 32)

December 31 December 31


2019
$ 218,734

484,634

$ 703,368
2018
$ 188,951

229,935
$ 418,886

10. NOTES RECEIVABLE AND TRADE RECEIVABLES

Gross carrying amount at amortized cost

Less: Allowance for impairment loss

Gross carrying amount at amortized cost - related parties

**December 31 ** **December 31 **



2019
$ 4,943,476

(188,067)

4,755,409
27,108

$ 4,782,517
2018
$ 4,909,282

(126,330)
4,782,952

51,818
$ 4,834,770

The average credit period for sales of goods is 60 to 90 days from the date when the goods were inspected and accepted by customers, and no interest was charged on trade receivables. Before accepting any new customer, the Group uses an external credit scoring system to assess the potential customer’s credit quality and defines credit limits by customer. Customers’ limits and scores are reviewed irregularly every year. Most of the trade receivables that are neither past due nor impaired have the best credit score under the external credit scoring system used by the Group.

The Group applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of lifetime expected loss provision for all trade receivables. The expected credit losses on trade receivables are estimated by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate. As the Group’s historical credit loss experience does not show other factors that matter significantly, the expected credit loss rate is based on past due status of trade receivables.

The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For trade receivables that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.

The aging schedule of notes receivable and trade receivables based on the past due days was as follows:

Not past due

1- 60 days
61-180 days
181-365 days
Over 365 days

**December 31 ** **December 31 **


2019
$ 3,275,402

485,492
332,789
512,691
337,102

$ 4,943,476
2018
$ 3,735,538
629,731
230,296
142,845

170,872
$ 4,909,282
  • 148 -

The movements of the loss allowance of notes receivable and trade receivables were as follows:

For the Year Ended
2019
Balance at January 1,
$ 126,330

Add: Impairment loss recognized on receivables
77,365
Less: Amounts written off
(14,752)
Foreign exchange gains and losses

(876)

Balance at December 31,
$ 188,067
December 31
2018
$ 127,707
8,899
(10,545)

269
$ 126,330

11. INVENTORIES

Finished goods

Semi-finished products
Work in process
Raw materials

December 31 December 31


2019
$ 607,211

380,866
682,687
993,894

$ 2,664,658
2018
$ 482,436
381,704
613,007

939,667
$ 2,416,814

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2019 and 2018 was $6,365,056 thousand and $6,032,195 thousand, respectively. The cost of goods sold included inventory write-downs of $39,364 thousand and $22,933 thousand, respectively.

12. SUBSIDIARIES

Subsidiaries included in the consolidated financial statements:

Investor
Investee
Business
The Corporation
Neworld Electronics Ltd.
Sale and maintenance of electronic test
instruments, etc.
Chroma Investment Co., Ltd.
Investment
Sensational Holding Ltd.
Investment
Chroma ATE Europe B.V.
Sale and maintenance of electronic test
instruments, etc.
Chroma ATE Inc. (“Chroma USA”)
Sale and maintenance of electronic test
instruments, etc.
Chen Hwa Technology Inc.
Test of inductance, capacitance and resistance
equipment and sale of parts
CHI Incorporation Ltd.
Test of inductance, capacitance and resistance
equipment and sale of parts
Chroma New Material Corporation
Processing and sale of gold wire
San Eagle Development Corp.
Investment
Wei Kuang Automatic Equipment Co.,
Ltd.
Design, manufacturing, installment and testing of
automated factory conveyor systems
Testar Electronics Corporation
Testing of LED products
Deep Red Holding Co., Ltd.
Investment
Chroma Japan Corp.
Sale and maintenance of electronic test
instruments, etc.
Chroma Systems Solutions, Inc.
Sale and maintenance of electronic test
instruments, etc.
Adivic Technology Co.
Sale and research of RF device
EVT Technology Co., Ltd.
Manufacturing of motorcycles and its parts
Quantel Private Ltd.
Sale and maintenance of test instruments, etc.
Innovative Nanotech Incorporated
Monitoring instruments of nanoparticles
Touch Cloud Incorporation
Development of cloud platform and Internet of
Things systems
Percentage of
Ownership as of
December 31
2019
2018
Remark
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
67.2
67.2
100.0
100.0
100.0
100.0
25.0
25.0
Note 1
74.1
51.0
Note 2
85.6
85.6
Note 3
60.0
60.0
71.1
71.1
Note 4
78.1
78.1

(Continued)

  • 149 -
Investor
Investee
Business
Neworld Electronics Ltd.
Chroma Electronics (Shenzhen) Co.,
Ltd.
Sale of computerized automatic test systems,
peripherals and electronic test instruments
Chroma Electronics (Shanghai) Co.,
Ltd.
Sale of computerized automatic test systems,
peripherals and electronic test instruments
Chroma ATE Inc. (“Chroma
USA”)
Chroma Systems Solutions, Inc.
Sale and maintenance of electronic test
instruments, etc.
Chen Hwa Technology Inc.
Chroma (Shanghai) Trading Co., Ltd.
International and transit trading, simple
commercial processing, commercial
consulting services, etc.
CHI Incorporation Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Sale of computerized automatic test systems,
peripherals and electronic test instruments
San Eagle Development
Corp.
Wei Kuang Mech. Eng. Inc.
Investment
Wei Kuang Mech. Eng. Inc. Mou Kuan Technologies (Nanjin) Co.,
Ltd.
Assembly, sale and maintenance of factory
conveyors and related systems and rendering
after-sales services
Wei Kuang Automatic Equipment
(Nanjin) Co., Ltd.
Sale and maintenance of electronic equipment
and factory conveyor systems
Wei Kuang Automatic Equipment
(Xiamen) Co., Ltd.
Sale and maintenance of electronic equipment
and factory conveyor systems
Deep Red Holding Co., Ltd. Saject System Technology (Suzhou)
Co., Ltd.
Research, development and design of computer
network security systems and information
management
EVT Technology Co., Ltd.
Wei Da Electric Vehicle Co., Ltd.
Sale and lease of motorcycles
Adivic Technology Co.
Adivic Holding Corporation
Sale and research of RF device
Quantel Private Ltd.
Quantel Technologies India Private
Ltd.
Sale and maintenance of test instruments, etc.
Quantel Global Vietnam Co., Ltd.
Sale and maintenance of test instruments, etc.
Quantel Global Sdn. Bhd.
Sale and maintenance of test instruments, etc.
Quantel Global Philippines
Corporation
Sale and maintenance of test instruments, etc.
Chroma ATE Europe B.V.
Chroma Germany GmbH
Sale and maintenance of electronic test
instruments, etc.
Chroma Investment Co., Ltd. Testar Electronics Corporation
Testing of LED products
Percentage of
Ownership as of
December 31
2019
2018
Remark
100.0
100.0
100.0
100.0
50.0
50.0
Note 1
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
75.0
75.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
Note 5
100.0
100.0
Note 5
100.0
100.0
15.0
-
Note 6
(Concluded)
  • Note 1: The Corporation and the Corporation’s subsidiary, Chroma USA, held 75% equity interest in Chroma Systems Solutions, Inc.

  • Note 2: In May 2019, Adivic Technology Co. (“Adivic”) decreased its capital by $150,000 thousand to make up for losses and subsequently increased its capital by $80,000 thousand. The Corporation’s board of directors resolved to participate in the capital injection. The Corporation’s equity interest in Adivic increased to 74.1% after the cash injection.

  • Note 3: In August 2018, EVT Technology Co., Ltd. (“EVT”) decreased its capital by $30,000 thousand to make up for losses and subsequently increased its capital by $50,000 thousand to strengthen its capital structure. The Group’s board of directors resolved to participate in the capital injection. The Group’s equity interest in EVT increased to 85.6% after the cash injection.

  • Note 4: In May 2018, Innovative Nanotech Incorporated increased its capital. The Group participated in the cash injection and held 71.1% equity consequently.

  • Note 5: Quantel Private Ltd. resolved to set up Quantel Global Sdn. Bhd. and Quantel Global Philippines Corporation in 2018 to be engaged in the sale of test instruments.

  • Note 6: The Group’s subsidiary, Chroma Investment Co., Ltd., acquired 15% equity interest of Testar Electronics Corporation from WI Harper Fund VII LP in January 2019 to strengthen its capital structure.

  • 150 -

13. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Investments in associates

Investments in joint ventures

December 31 December 31


2019
$ 2,893,609

17,621

$ 2,911,230
2018
$ 632,045

17,664
$ 649,709

a. Investments in associates

Associates that are not individually
material
Adlink Technology Inc.

Dynascan Technology Corp.
Camtek Ltd.

December 31 December 31 December 31
2019
Amount
Percentage of
Equity
Interest (%)
$ 538,926
11.3

123,748
27.3

2,230,935
20.2

$ 2,893,609
2018





Amount
Percentage of
Equity
Interest (%)
$ 517,852
11.3
114,193
27.3

-
-
$ 632,045

Aggregate information of associates that are not individually material:


The Group’s share of:
Profit from continuing operations

Other comprehensive loss

Total comprehensive income for the year
For the Year Ended For the Year Ended December 31


2019
$ 97,235

(114,997)

$ (17,762)
2018
$ 47,977

(1,531)
$ 46,446

Fair values (Level 1) of investments in associates with available published price quotations are summarized as follows:

Name of Associate
Adlink Technology Inc.

Camtek Ltd.
December 31 December 31

2019
$ 1,176,108

$ 2,538,193
2018
$ 775,496
$ -

In view of future development strategy and improvement of operating performance, the Group’s board of directors resolved on February 11, 2019, to subscribe equity interest of Camtek Ltd. for US$9.5 per share. Included in the cost of investment in associates was goodwill of $658,931 thousand recognized from the acquisition of Camtek Ltd.

Refer to Table 8 “Information on Investees” for the nature of activities, principal place of business and country of incorporation of the associates.

  • 151 -

The Group is able to exercise significant influence over Adlink Technology Inc. although the percentage of shares held is less than 20%. Therefore, the Group recognizes the gain and loss under the equity method.

Except for Adlink Technology Inc., the investments in associates accounted for using the equity method and the share of profit or loss and other comprehensive income of those investments were calculated based on financial statements which have been audited. Management believes there is no material impact on the equity method accounting or the calculation of the share of profit or loss and other comprehensive income from the financial statements of Adlink Technology Inc., which have not been audited.

b. Investments in joint ventures

Joint ventures that are not
individually material
Chih Ho Shun Development Co.,
Ltd.
**December 31 ** **December 31 ** **December 31 **
2019
Amount
Percentage of
Equity
Interest (%)
$ 17,621
35.0
2018

Amount
Percentage of
Equity
Interest (%)
$ 17,664
35.0

Aggregate information of joint ventures that are not individually material:


The Group’s share of:
Profit from continuing operations
Other comprehensive income
Total comprehensive income for the year
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2019
$ (43)


-

$ (43)
2018
$ 38

-
$ 38

For the investment and development plan, “The Action Plan for Developing Land Surrounding the MRT Airport Station to Improve Civilians’ Life,” the board of directors resolved to invest jointly with Dynapack International Corporation and Heran Co., Ltd. to set up Chih Ho Shun Development Co., Ltd. (“Chih Ho Shun”). The Corporation invested for a 35% entity interest in Chih Ho Shun but did not have control over this investee.

The investments in joint ventures accounted for using the equity method and the share of profit or loss and other comprehensive income of the investment for the years ended December 31, 2019 and 2018 was based on the joint ventures’ financial statements which have been audited.

  • 152 -

14. PROPERTY, PLANT AND EQUIPMENT

Cost
Balance, January 1, 2018

Additions
Disposals
Transferred from prepayments for
land and equipment
Transferred from inventories
Reclassification
Exchange differences


Balance, December 31, 2018


Accumulated depreciation


Balance, January 1, 2018

Depreciation

Disposals

Reclassification

Exchange differences


Balance, December 31, 2018


Carrying value at December 31, 2018

Cost
Balance, January 1, 2019

Additions
Disposals
Transferred to inventories
Transferred from inventories
Reclassification
Exchange differences

Balance, December 31, 2019

Accumulated depreciation


Balance, January 1, 2019

Depreciation

Disposals

Transferred to inventories

Reclassification

Exchange differences


Balance, December 31, 2019


Carrying value at December 31, 2019
Land
$ 520,347

-
-
688,331
-
-

2,550

$ 1,211,228

$ -

-
-
-

-

$ -

$ 1,211,228

$ 1,211,228

-
-
-
-
-

(1,468)

$ 1,209,760

$ -

-
-
-
-

-

$ -

$ 1,209,760
Buildings
$ 2,526,395

41,136
-
-
-
-

5,526

$ 2,573,057

$ 1,073,428

85,011
-
-

363

$ 1,158,802

$ 1,414,255

$ 2,573,057

3,671
(1,800)
-
-
-

(6,256)

$ 2,568,672

$ 1,158,802

91,743
(1,746)
-
-

(3,082)

$ 1,245,717

$ 1,322,955
Machinery
Miscellaneous
Equipment
$ 784,898
$ 1,645,342

71,384
147,796
(36,088)
(58,788)
-
-
12,936
86,542
(323)
323

1,722

(7,698)

$ 834,529
$ 1,813,517

$ 637,681
$ 1,101,289

61,951
161,961
(34,428)
(41,061)
(210)
210

1,115

(4,868)

$ 666,109
$ 1,217,531

$ 168,420
$ 595,986

$ 834,529
$ 1,813,517

35,481
83,354

(75,570)
(97,265)
(3,133)
(15,589)
14,646
70,713
634
(634)

(3,261)

(19,507)

$ 803,326
$ 1,834,589

$ 666,109
$ 1,217,531

67,188
168,929

(74,115)
(63,657)

(2,739)
(15,589)
357
(357)

(2,701)

(11,757)

$ 654,099
$ 1,295,100

$ 149,227
$ 539,489
Total
$ 5,476,982
260,316

(94,876)
688,331
99,478
-

2,100
$ 6,432,331
$ 2,812,398
308,923

(75,489)
-

(3,390)
$ 3,042,442
$ 3,389,889
$ 6,432,331
122,506

(174,635)

(18,722)
85,359

-

(30,492)
$ 6,416,347
$ 3,042,442
327,860

(139,518)

(18,328)

-

(17,540)
$ 3,194,916
$ 3,221,431

The above items of property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives as follows:

Buildings Primary buildings 55 years Mechanical and electrical equipment 10 years Clean room equipment 10 years Others 2-50 years Machinery 2-6 years Miscellaneous equipment 3-16 years

  • 153 -

Refer to Note 31 for property, plant and equipment that have been pledged to secure borrowings of the Group.

15. LEASE ARRANGEMENTS

The Group leases certain buildings, machinery and miscellaneous equipment which qualify as short-term leases and low-value asset leases. The Group has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases. Right-of-use assets recognized is mainly offices, factory buildings and equipment. Refer to Note 24 for interest incurred from lease liabilities.

16. INVESTMENT PROPERTIES

Cost
January 1, 2019 and December 31, 2019
Land
$ 3,137,187

The Group acquired the land ownership certificates of the investment and development plan, “The Action Plan of Developing Land Surrounding the MRT Airport Station to Improve Civilian’s Life” in the third quarter of 2018 and transferred the parts of land held for undetermined future use to investment properties. Refer to Note 32. The determination of fair value was performed by independent qualified professional valuers, and the fair value was measured by using Level 3 inputs. The valuation was arrived at by reference to market evidence of transaction prices for similar properties. The significant unobservable inputs used include discount rates and the fair value as appraised.

Fair value
December 31 December 31
2019
$ 13,727,067
2018
$ 13,588,172

On September 25, 2019, the Group entered into a co-building contract with Fu Yu Construction Co., Ltd. (Fu Yu Construction) to jointly build a building located in Lejie section, Guishan District, Taoyuan City. The construction project adopts a jointly constructed manner. The Group provided the lands and Fu Yu Construction provided fund to construct. The area will be distributed to the Group and Fu Yu Construction for 47% and 53%, respectively. According to the co-building contract, Fu Yu Construction should pay $20,000 thousand (recognized as guarantee deposit received) and $240,000 thousand guaranteed note to the Group when signing the contract. Additional $20,000 thousand guarantee deposit should be paid within five business days after the building construction registration is approved and within five business days after the approval of underground bottom plate inspection, respectively.

17. GOODWILL



Cost

Balance, beginning of the year

Net effect of exchange differences

Balance, end of the year
**For the Year Ended ** **For the Year Ended ** **December 31 **




2019
$ 227,961

(1,965)

$ 225,996
2018
$ 225,408

2,553
$ 227,961
  • 154 -

For assessing goodwill for impairment at the end of reporting period, the Group took value in use as basis for calculating the recoverable amount of goodwill. The Group used the cash flows of a five-year financial forecast as the basis for calculating value in use to reflect the specific risk of cash-generating units. After this evaluation, the Group did not recognize any impairment loss on goodwill for the years ended December 31, 2019 and 2018.

18. OTHER INTANGIBLE ASSETS


Cost

Balance, January 1, 2018

Disposals
Exchange differences

Balance, December 31, 2018

Accumulated amortization


Balance, January 1, 2018

Amortization expenses

Disposals


Balance, December 31, 2018


Carrying value at
December 31, 2018

Cost

Balance, January 1, 2019

Disposals
Exchange differences

Balance, December 31, 2019

Accumulated amortization


Balance, January 1, 2019

Amortization expenses

Disposals


Balance, December 31, 2019


Carrying value at
December 31, 2019
Patents
Licenses and
Franchises
Core
Technology
Customer
Relationships
$ 16,088
$ 32,662
$ 317,931
$ 5,592

-
-
(317,931 )
-

-

-

-

-

$ 16,088
$ 32,662
$ -
$ 5,592

$ 268
$ 136
$ 317,428
$ 1,957

3,218
1,633
503
1,118

-

-
(317,931)

-

$ 3,486
$ 1,769
$ -
$ 3,075

$ 12,602
$ 30,893
$ -
$ 2,517

$ 16,088
$ 32,662
$ -
$ 5,592

-
2,500
-
-

-

-

-

-

$ 16,088
$ 35,162
$ -
$ 5,592

$ 3,486
$ 1,769
$ -
$ 3,075

3,217
1,772
-
1,119

-

-

-

-

$ 6,703
$ 3,541
$ -
$ 4,194

$ 9,385
$ 31,621
$ -
$ 1,398
Computer
Software
$ 164

-


(3)

$ 161

$ 20

19

-

$ 39

$ 122

$ 161

144

(6)

$ 269

$ 39

32

(3)

$ 68

$ 201
Total
$ 372,437
(317,931 )

(3)
$ 54,503
$ 319,809
6,491
(317,931)
$ 8,369
$ 46,134
$ 54,503
2,614

(6)
$ 57,111
$ 8,369
6,140

(3)
$ 14,506
$ 42,605

Other intangible assets were amortized on a straight-line basis over their estimated useful lives as follows:

Patents 5 years Licenses and franchises 20 years Core technology 5 years Customer relationships 5 years Computer software 10 years

  • 155 -

19. BORROWINGS

a. Short-term borrowings

Unsecured borrowings
Bank loans
**December 31 ** **December 31 **
2019
$ 2,352,800
2018
$ 807,348

As of December 31, 2019 and 2018, the interest rate on the bank loans was 0.72%-4.75% and 0.86%-5.50% per annum, respectively.

  • b. Long-term borrowings
Secured borrowings
Bank loans (1) (Note 31)

Unsecured borrowings
Bank loans (2)

Less: Current portions

Long-term borrowings
December 31 December 31



2019
$ 449,814

2,000,000

2,449,814
27,763

$ 2,422,051
2018
$ 467,261

1,500,000
1,967,261

13,240
$ 1,954,021
  • 1) Secured by the Group’s financial assets amortized at cost, debt investments with no active market and property, plant and equipment. The final repayment period of those bank loans will be due in January 2022 to November 2025. As of December 31, 2019 and 2018, the effective interest rate on the bank loans were 1.16%-5.00% and 1.17%-5.75% per annum, respectively.

  • 2) The bank loans are for the purpose of general operation with due date on June 2026. As of December 31, 2019 and 2018, the interest rates on the bank loans were 1.00%-1.07% and 1.08%-1.20% per annum, respectively.

20. OTHER PAYABLES

Salaries and bonus (including employee’s compensation and
remuneration of directors)

Others

December 31 December 31


2019
$ 816,871

524,046

$ 1,340,917
2018
$ 915,728

343,248
$ 1,258,976
  • 156 -

21. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

The Corporation and its subsidiaries in the ROC adopted a pension plan under the Labor Pension Act (the “LPA”), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

Employees of the Group’s subsidiaries in the People’s Republic of China, USA, Europe, Singapore, Japan and branches in Korea are under the retirement benefit plans operated by their respective local governments. Subsidiaries have to contribute amounts at certain percentages of salaries to the retirement benefit plans to fund the benefits. The only obligation of the Group with respect to the retirement benefit plan is to make the specified contributions.

b. Defined benefit plans

The defined benefit plans adopted by the Corporation and its subsidiaries, Chroma New Material Corp. and Adivic Technology Co. in accordance with the Labor Standard Law is operated by the government of the ROC. Pension benefits are calculated on the basis of length of service and average monthly salaries of the 6 months before retirement. The Corporation and its subsidiaries mentioned above contribute amount equal to 4% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of year, the Corporation and its subsidiaries assess the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Corporation and its subsidiaries are required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Group has no right to influence the investment policy and strategy.

The amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans were as follows:

Present value of defined benefit obligation

Fair value of plan assets

Net defined benefit liabilities
December 31 December 31


2019
$ 486,655

(323,566)

$ 163,089
2018
$ 470,802
(310,748)
$ 160,054
  • 157 -

Movements in net defined benefit liabilities were as follows:

Present Value
of the Defined Net Defined
Benefit Fair Value of Benefit
Obligation the Plan Assets Liabilities
Balance at January 1, 2018 $ 459,640
$ (293,814)
$ 165,826
Current service cost 4,030 - 4,030
Net interest expense (income)
6,325

(4,149)

2,176
Recognized in profit or loss
10,355

(4,149)

6,206
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (7,472) (7,472)
Actuarial loss - changes in demographic
assumptions 442 - 442
Actuarial loss - changes in financial
assumptions 7,047 - 7,047
Actuarial loss - experience adjustments
4,777

-

4,777
Recognized in other comprehensive income
12,266

(7,472)

4,794
Contributions from employer - (16,772) (16,772)
Benefits paid
(11,459)

11,459

-
Balance at December 31, 2018
470,802
(310,748)

160,054
Current service cost 3,694 - 3,694
Net interest expense (income)
5,883

(3,983)

1,900
Recognized in profit or loss
9,577

(3,983)

5,594
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (9,923) (9,923)
Actuarial loss - changes in demographic
assumptions 10 - 10
Actuarial loss - changes in financial
assumptions 27,501 - 27,501
Actuarial loss - experience adjustments
(3,425)

-

(3,425)
Recognized in other comprehensive income
24,086

(9,923)

14,163
Contributions from employer - (16,722) (16,722)
Benefits paid
(17,810)

17,810

-
Balance at December 31, 2019 $ 486,655
$ (323,566)
$ 163,089

Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.

  • 2) Interest risk: A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan’s debt investments.

  • 3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

  • 158 -

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

Discount rate(s)
Expected rate(s) of salary increase
**December 31 **
2019
2018
0.63%-1.00%
0.88%-1.38%
1.50%-2.50%
1.50%-2.50%

If possible reasonable changes in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:

Discount rate(s)
0.25% increase
0.25% decrease
Expected rate(s) of salary increase
0.25% increase
0.25% decrease
December 31



2019
$ (14,219)

$ 14,819

$ 14,326

$ (13,822)
2018
$ (13,988)
$ 14,593
$ 14,173
$ (13,659)

The sensitivity analysis presented above may not be representative of the actual changes in the present value of the defined benefit obligation as it is unlikely that the changes in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Expected contributions to the plan for the next year
Average duration of the defined benefit obligation
December 31
2019
$ 16,526

12.2 years
2018
$ 16,615
12.7 years

22. EQUITY

a. Ordinary share capital

Number of shares authorized (in thousands)

Shares authorized

Number of shares issued and fully paid (in thousands)

Shares issued
December 31 December 31



2019
500,000

$ 5,000,000

419,296

$ 4,192,961
2018

450,000
$ 4,500,000

416,779
$ 4,167,794

The authorized shares include 30,000 thousand shares allocated for the exercise of employee share options. The change in the Corporation’s share capital is mainly due to the exercise of employee share options.

  • 159 -

b. Capital surplus

May be used to offset a deficit, distributed as cash dividends, or
transferred to share capital (Note)
Additional paid-in capital

Treasury share transactions
Consolidation excess
May be used to offset a deficit only
Employee share options expired
Share of changes in capital surplus of associates or joint ventures
May not be used for any purpose
Employee share options
Employee restricted shares

December 31 December 31



2019
$ 3,098,803

187,804
146,976
13,564

54,360
46,438
81,526

$ 3,629,471
2018
$ 2,860,255
179,801
146,976
12,421
44,110
87,000

139,074
$ 3,469,637

Note: Such capital surplus may be used to offset a deficit; in addition, when the Corporation has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Corporation’s capital surplus and once a year).

c. Retained earnings and dividend policy

Under the dividend policy as set forth in the Corporation’s Articles of Incorporation (the “Articles”), where the Corporation made profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, setting aside or reversing special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Corporation’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for distribution of dividends and bonus to shareholders. For the policies on distribution of employees’ compensation and remuneration to directors, refer to d. employees’ compensation and remuneration of directors in Note 24.

Taking into account future capital expenditure requirements and its cash position, the total of cash dividends paid in any given year may not be less than 20% of total dividends distributed in that year. The final amount, type and percentage of the cash dividends and stock dividends are subject to actual earnings and capital requirements of the Corporation in a particular year.

An appropriation of earnings to a legal reserve shall be made until the legal reserve equals the Corporation’s paid-in capital. The legal reserve may be used to offset deficits. If the Corporation has no deficits and the legal reserve has exceeded 25% of the Corporation’s paid-in capital, the excess may be transferred to capital or distributed in cash.

Items referred to under Rule No. 1010012865 and Rule No. 1010047490 issued by the FSC and in the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs” should be appropriated to or reversed from a special reserve by the Corporation.

  • 160 -

The appropriations of earnings for 2018 and 2017 have been approved in the annual shareholders’ meeting on June 18, 2019 and June 8, 2018, respectively, were as follows:

Legal reserve

Cash dividends
Appropriation of Earnings
For Fiscal
Year 2018
For Fiscal
Year 2017
$ 254,628 $ 255,841
1,750,896
1,854,424
Dividend Per Share (NT$)
For Fiscal
Year 2018
For Fiscal
Year 2017


$ 4.2
$ 4.5

The appropriations of earnings for 2019 had been proposed by the Corporation’s board of directors on February 26, 2020. The appropriations and dividends per share were as follows:

Appropriation Appropriation Dividends Per
of Earnings Share (NT$)
Legal reserve $ 185,448
Special reserve 89,240
Cash dividends 1,265,000 $3.0

The aforementioned cash dividends had been resolved by the Corporation’s board of directors, and the rest is subject to the resolution of the shareholders in the shareholder’s meeting to be held on June 10, 2020.

d. Special reserves

If a special reserve appropriated on the first-time adoption of IFRSs relates to exchange differences on translation of the financial statements of foreign operations (including the subsidiaries of the Corporation), the special reserve will be reversed on a proportionate basis according to the Corporation’s disposal of foreign operations; on the Corporation’s loss of significant influence, however, the entire special reserve will be reversed. Additional special reserve should be appropriated for the amount equal to the difference between net debit balance reserves and the special reserve appropriated on the first-time adoption of IFRSs. Any special reserve appropriated may be reversed to the extent that the net debit balance reverses and, thereafter, distributed.

e. Other equity items

Exchange
Differences on
Translating
Foreign
Operations
Unrealized
Gain (Loss) on
Financial Assets
at FVTOCI
For the year ended December 31, 2019
Balance at January 1, 2019
$ (104,872)
$ 160,493

Exchange differences on translating foreign
operations
(111,244)
-
Unrealized loss arising from equity
investment
-
(5,515)
Share of other comprehensive loss of
associates accounted for using the equity
method
(114,957)
(32)
Share-based payment transaction

-

-

Balance at December 31, 2019
$ (331,073)
$ 154,946
Unearned
Employee
Benefit
$ (42,377)
-
-
-

30,853
$ (11,524)
(Continued)
  • 161 -
f. Exchange
Differences on
Translating
Foreign
Operations
For the year ended December 31, 2018
Balance at January 1, 2018
$ (97,633)

Exchange differences on translating foreign
operations
(6,229)
Unrealized gain arising from equity
investment
-
Share of other comprehensive (loss) gain of
associates accounted for using the equity
method
(1,010)
Disposal of investments in equity
instruments designated as at FVTOCI
-
Share-based payment transaction

-

Balance at December 31, 2018
$ (104,872)

Non-controlling interests

Balance, beginning of the year

Share of non-controlling interests
Net profit
Exchange difference on translating the financial statements of
foreign entities
Remeasurement on defined benefit plans
Unrealized gain on available-for-sale financial assets
Capital increase of subsidiaries
Changes in percentage of ownership interest in subsidiaries
Acquisition of non-controlling interests in subsidiary, Testar
Electronics Corp.
Cash dividends distributed by subsidiaries

Balance, end of the year
Unrealized
Gain (Loss) on
Financial Assets
at FVTOCI
$ 151,864

-
12,847
23
(4,241)

-

$ 160,493

**For the Year Ended **
Unrealized
Gain (Loss) on
Financial Assets
at FVTOCI
$ 151,864

-
12,847
23
(4,241)

-

$ 160,493

**For the Year Ended **
Unearned
Employee
Benefit
$ (93,849)
-
-
-
-

51,472
$ (42,377)
(Concluded)
**December 31 **


2019
$ 280,329

34,995
(3,946)
(39)
60
7,218
-
(9,926)
(11,992)

$ 296,699
2018
$ 232,150
904
3,194
(16)
-
49,669
2,107
-

(7,679)
$ 280,329

g. Treasury shares

The Corporation’s shares held by its subsidiaries at the end of the reporting periods were as follows:

Number of shares held (in thousand shares)

Carrying amount

Market price
December 31 December 31


2019
1,916

$ 35,714

$ 277,759
2018

1,916
$ 35,714
$ 226,038
  • 162 -

Forfeited employee restricted shares of 101 thousand were returned to the Corporation and canceled during 2019. Forfeited employee restricted shares of 84 thousand were returned to the Corporation and canceled during 2018.

Under the Securities and Exchange Act, the Corporation shall neither pledge treasury shares nor exercise shareholders’ rights on these shares, such as the rights to dividends and to vote. The subsidiaries holding treasury shares, however, retain shareholders’ rights, except the rights to participate in any share issuance for cash and to vote.

23. REVENUE


Revenue from contracts with customers

Revenue from sale of goods

Construction contract revenue
Other revenue

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2019
$ 12,895,560
1,009,058

5,016

$ 13,909,634
2018
$ 11,733,130

4,862,323

335,675
$ 16,931,128
  • a. Contract balances
Contract assets - construction contract

Contract liabilities -construction contract

Contract liabilities - sale of goods

December 31 December 31



2019
$ 1,258,046

$ 59,440

647,417

$ 706,857
2018
$ 845,164
$ 645,135

243,198
$ 888,333

The changes in the balance of contract liabilities primarily result from the timing difference between the Group’s performance and respective customer’s payment.

b. Disaggregation of revenue

Refer to Note 36 for the information on disaggregation of revenue.

  • 163 -

24. ADDITIONAL INFORMATION ON EXPENSES

a. Finance costs


Interest on borrowings
Interest on lease liabilities
Interest on convertible bonds
Less: Amount included in the cost of qualifying assets
Capitalized interest
Capitalization rate
b. Depreciation and amortization

An analysis of depreciation by function
Operating costs

Operating expenses


An analysis of amortization by function
Operating expenses

c. Employee benefits expense

Short-term benefits

Share-based payments
Post-employment benefits
Defined contribution plans
Defined benefit plans (Note 21)
Other employee benefits


An analysis of employee benefits expense by function
Operating costs

Operating expenses

**For the Year Ended ** **For the Year Ended ** **For the Year Ended ** **December 31 **
2019
$ 48,410
5,610

-
54,020

-
$ 54,020
$ -
-
For the Year Ended
2018
$ 40,442
-

935
41,377

(9,609)
$ 31,768
$ 9,609
1.58%
December 31
2019
$ 84,062


356,000

$ 440,062

$ 6,140

**For the Year Ended **
2018
$ 75,359

233,564
$ 308,923
$ 6,491
**December 31 **





2019
$ 3,334,905

53,004
91,318
5,594
66,117

$ 3,550,938

$ 558,887

2,992,051

$ 3,550,938
2018
$ 3,386,786
78,596
93,653
6,206

70,500
$ 3,635,741
$ 630,029

3,005,712
$ 3,635,741
  • 164 -

  • d. Employees’ compensation and remuneration of directors

According to the Article of Incorporation of the Corporation, the Corporation accrued employees’ compensation and remuneration of directors at the rates of 5%-20% and no higher than 1.5%, respectively, of net profit before income tax, employees’ compensation, and remuneration of directors. The employees’ compensation and remuneration of directors for the years ended December 31, 2019 and 2018, which have been approved by the Corporation’s board of directors on February 26, 2020 and February 21, 2019, respectively, were as follows:

Employees’ compensation

Remuneration of directors
For the Year Ended December 31 For the Year Ended December 31
2019
Amount
Rate %
$ 290,000
11.84

9,600
0.39
2018
Amount
Rate %
$ 240,000
7.55
9,600
0.30

If there is a change in the amounts after the annual consolidated financial statements were authorized for issue, the differences are recorded as a change in accounting estimate.

There is no difference between the actual amounts of the employees’ compensation and remuneration of directors paid and the amounts recognized in the consolidated financial statements for the years ended December 31, 2019 and 2018.

Information on the employees’ compensation and remuneration of directors resolved by the Corporation’s board of directors is available at the Market Observation Post System website of the Taiwan Stock Exchange.

25. INCOME TAXES

a. Major components of income tax expense recognized in profit or loss


Current tax
In respect of the current year

Income tax on unappropriated earnings
Adjustments for prior years


Deferred tax
In respect of the current year
Adjustments to deferred tax attributable to changes in tax rates
and law


Income tax expense recognized in profit or loss
For the Year Ended For the Year Ended December 31





2019
$ 476,797

36,105
(54,103)

458,799

(9,669)
-

(9,669)

$ 449,130
2018
$ 605,469
45,612

8,685

659,766

73,527

27,618

101,145
$ 760,911
  • 165 -

A reconciliation of accounting profit and income tax expense is as follows:


Profit before tax
Income tax expense calculated at the statutory rate

Adjustment items in determining taxable income
Tax-exempt income
Others
Income tax on unappropriated earnings
Investment credits
Unrecognised loss deduction
Temporary differences
Additional income tax under the Alternative Minimum Tax Act
Effect of tax rate changes
Adjustments for prior years’ tax

Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2019
$ 2,338,606

$ 527,387

(24,927)
47,546
36,105
(78,629)
15,057
(19,306)
-
-
(54,103)

$ 449,130
2018
$ 3,308,090
$ 953,833

(191,423)

17,678
45,612

(101,193)
2,153

(2,605)
553
27,618

8,685
$ 760,911

The Income Tax Act in the ROC was amended in 2018, and the corporate income tax rate was adjusted from 17% to 20%. In addition, the rate of the corporate surtax applicable to the 2018 unappropriated earnings was reduced from 10% to 5%.

  • b. Deferred tax assets and liabilities

For the year ended December 31, 2019

Deferred Tax Assets
Unrealized intercompany gain
Tax losses
Inventory reserve
Tax credit
Allowance for impaired
receivables
Net defined benefit liability
Unrealized exchange loss
Others


Deferred Tax Liabilities
Unappropriated earnings of
foreign subsidiaries

Goodwill
Unrealized exchange gain
Others

Opening
Balance
Recognized in
Profit or Loss
Exchange
Differences
and Other
$ 110,754
$ 9,672
$ -

45,265
31,852
(1,774)
43,685
7,982
-
24,893
-
(595)
11,149
11,586
-
8,446
(2,243)
-
25
10,360
-

5,933

606

(27)

$ 250,150
$ 69,815
$ (2,396)

Opening
Balance
Recognized in
Profit or Loss
Exchange
Differences
and Other
$ 381,758
$ 63,259
$ -

29,067
3,556
(53)
8,341
(7,850)
-

5,395

1,181

(507)

$ 424,561
$ 60,146
$ (560)
Closing
Balance
$ 120,426

75,343
51,667

24,298

22,735
6,203
10,385

6,512
$ 317,569
Closing
Balance
$ 445,017

32,570
491

6,069
$ 484,147
  • 166 -

For the year ended December 31, 2018

Deferred Tax Assets
Unrealized intercompany gain
Tax losses
Inventory reserve
Tax credit
Allowance for impaired
receivables
Net defined benefit liability
Unrealized exchange loss
Others
Impairment loss


Deferred Tax Liabilities
Unappropriated earnings of
foreign subsidiaries

Goodwill
Unrealized exchange gain
Others

Opening
Balance
Recognized in
Profit or Loss
Exchange
Differences
and Other
$ 92,296
$ 18,458
$ -

39,636
4,638
991
33,561
10,124
-
18,757
5,434
702
9,562
1,569
18
8,991
(545)
-
5,302
(5,277)
-
2,838
4,083
(988)

19,465

(19,465)

-

$ 230,408
$ 19,019
$ 723

Opening
Balance
Recognized in
Profit or Loss
Exchange
Differences
and Other
$ 272,636
$ 109,122
$ -

21,593
7,455
19
219
8,122
-

9,374

(4,535)

556

$ 303,822
$ 120,164
$ 575
Closing
Balance
$ 110,754

45,265
43,685

24,893

11,149
8,446
25

5,933

-
$ 250,150
Closing
Balance
$ 381,758
29,067
8,341

5,395
$ 424,561

c. Deductible temporary differences and unused loss carryforwards for which no deferred tax assets have been recognized in the consolidated balance sheets

Loss carryforwards
Expiry in 2019

Expiry in 2020
Expiry in 2021
Expiry in 2022
Expiry after 2023


Deductible temporary differences
**December 31 ** **December 31 **



2019
$ -

41,517
68,584
109,443
581,234

$ 800,778

$ -
2018
$ 49,907
44,523
71,191
109,666

411,678
$ 686,965
$ 3,502
  • 167 -

  • d. Information about unused investment credits, unused loss carryforwards and tax-exemptions

Loss carryforwards as of December 31, 2019 were as follows:

Unused Amount Unused Amount Expiry Year
$ 41,517 2020
68,584 2021
109,443 2022
60,909 2023
54,928 2024
92,125 2025
112,300 2026
81,815 2027
102,186 2028
76,971 2029
57,017 2033
25,546 2034
16,769 2036
58,317 2038
147,391 2039
$ 1,105,818

e. Income tax assessments

As of December 31, 2019, the Corporation’s tax returns through 2017 had been assessed by the tax authorities.

The tax returns through 2017 of the Corporation’s subsidiary - Wei Kuang Automatic Equipment Co., Chroma New Material Corp., Adivic Technology Co., Chroma Investment Co., Testar Electronics Corp., EVT Technology Co., and Wei Da Electric Vehicle Co. had been assessed by the tax authorities.

26. EARNINGS PER SHARE

The earnings and weighted average number of ordinary shares outstanding used in the computation of earnings per share are as follows:

Net Profit for the Year


Earnings used in the computation of basic earnings per share

Effect of potentially dilutive ordinary shares:
Interest on convertible bonds and valuation gain on conversion
option

Earnings used in the computation of diluted earnings per share
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2019
$ 1,854,481

-

$ 1,854,481
2018
$ 2,546,275

966
$ 2,547,241
  • 168 -

Shares

(In Thousands of Shares)


Weighted average number of ordinary shares used in the
computation of basic earnings per share
Effect of potentially dilutive ordinary shares:
Convertible bonds
Employee share options
Employees’ compensation
Employee restricted shares
Weighted average number of ordinary shares used in the
computation of diluted earnings per share
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2019
414,078

-
2,424
2,242

1,120

419,864
2018
409,438
961
4,395
2,313

1,882
418,989

If the Group offered to settle compensation paid to employees in cash or shares, the Group assumed the entire amount of the compensation would be settled in shares and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

27. SHARE-BASED PAYMENT ARRANGEMENTS

  • a. Employee share option plan of the Corporation

The Corporation had not granted employee share options for the nine months ended September 30, 2019 and 2018. Information on employee share options is as follows:

Balance at January 1
Options exercised
Options forfeited
Balance at December 31
Options exercisable, end of the year
For the Year Ended December 31 For the Year Ended December 31
2019
Number of
Options
(In Thousands)
Weighted-
average
Exercise
Price
(NT$)
6,006
$ 59.0
(2,847)
55.8

(23)
-

3,136
59.8

906
2018
Number of
Options
(In Thousands)
Weighted-
average
Exercise
Price
(NT$)
9,463
$ 60.1
(3,354)
58.4

(103)
-

6,006
59.0

1,532
  • 169 -

Information on outstanding options as of December 31, 2019 and 2018 is as follows:

December 31 December 31
2019
Range of Exercise
Price (NT$)
Weighted-average
Remained Contractual
Life (Years)

$ -
-
59.8
2.24
2018
Range of Exercise
Price (NT$)
Weighted-average
Remained Contractual
Life (Years)

$ 45.4
0.52
61.6
3.24

Compensation costs recognized were $22,860 thousand and $29,810 thousand for the years ended December 31, 2019 and 2018, respectively.

  • b. Employee share option plan of subsidiaries

Adivic Technology Co. granted its employees share options of 1,360 thousand units on March 12, 2014, with each option eligible to subscribe for one common share of Adivic Technology Co. when exercised. The options are valid for 8 years and exercisable at certain percentages subsequent to the second year of the grant date.

Employee share options issued were all 785 units (in thousand) with weighted-average exercise price of NT$10, there were no change for the nine months ended September 30, 2019 and 2018.

  • c. Restricted shares for employees

In the shareholders’ meeting on June 7, 2016, the shareholders approved a Restricted Share Unit Plan (“RSU” Plan) for employees with a total amount of $36,000 thousand, consisting of 3,600 thousand shares with issuance price of $10 dollars per share. It can be issued at one time or several times depending on the circumstance. The RSU Plan is approved under Rule No. 1050024381 issued by the FSC on June 27, 2016. The Corporation issued 3,100 thousand and 185 thousand shares on July 8, 2016 and June 20, 2017, the subscription date. The details of RSU Plan are as follows:

  • 1) Employees who are granted RSUs, upon meeting the Corporation’s financial performance and personal performance indicators, are eligible to be vested 10, 20, 30 and 40 percent of the RSUs granted after 1, 2, 3 and 4 years of tenure after the subscription date, respectively.

  • 2) The restrictions on the rights of the employees who are granted RSUs but have not met the vesting conditions are as follows:

  • a) The employees are not eligible to sell, pledge, transfer, donate or to dispose any RSUs in any form.

  • b) The employees holding RSUs are entitled to receive dividends and similar purchasing rights to ordinary shares during capital increase. Dividends from RSUs are not restricted during the vesting period and are appropriated to the employees’ personal account from trust account after the dividend distribution date.

  • c) Before the restricted shares are vested to the employees, the right of attendance, proposal, speech, voting and other rights of shareholders are acted by the custodian.

  • d) The RSUs should be delivered to trust custodians upon grant date. The employees cannot request for return in any manner before vesting conditions are met.

  • 170 -

  • 3) If an employee fails to meet the vesting conditions, the Corporation will recall or buy back and cancel the restricted shares at issued price. If an employee voluntarily resigns, retires, disabled or decease due to occupational hazards, dismissed, be transferred to another post, violates labor contracts or working protocols substantially or abandons restricted shares, related guidelines of RSU Plan will be followed accordingly.

Information relating to outstanding employee restricted shares as of December 31, 2019 and 2018 was as follows:


Restricted shares at the beginning of the year
Shares vested
Shares canceled
Restricted shares at the end of the year
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31

2019
2,273
(887)

(101)


1,285
2018
2,975
(618)

(84)

2,273

Compensations costs of share-based payment arising from the RSU Plan were $30,144 thousand and $48,786 thousand for the years ended December 31, 2019 and 2018, respectively.

28. CAPITAL MANAGEMENT

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the return to shareholders through the optimization of the debt and equity balance. The Group’s capital management aims to maintain the sufficiency of financial resources and the soundness of operating strategies to meet the needs for operating capital, capital expenditure, R & D expenses, debt handling, dividend disbursement, etc.

29. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments not measured at fair value

Management believes the carrying amounts of financial assets and financial liabilities recognized in the consolidated financial statements approximates their fair values or their fair value could not be assessed reliably.

  • b. Fair value of financial instruments measured at fair value on a recurring basis

  • 1) Fair value hierarchy

December 31, 2019
Financial assets at FVTPL
Domestic listed equity
securities

Open-end beneficiary
certificates

Level 1
$ 4,070

485,675

$ 489,745
Level 2
$ -

-

$ -
Level 3
$ -

4,762

$ 4,762
Total
$ 4,070
490,437
$ 494,507
(Continued)
  • 171 -
Financial assets at FVTOCI
Domestic listed equity
securities

Domestic unlisted equity
securities
Foreign unlisted equity
securities


December 31, 2018
Financial assets at FVTPL
Domestic listed equity
securities

Open-end beneficiary
certificates


Financial assets at FVTOCI
Domestic listed equity
securities

Domestic unlisted equity
securities
Foreign unlisted equity
securities

Level 1
$ 407,798
-

-

$ 407,798

$ 3,653

1,342,291

$ 1,345,944

$ 431,797
-

-

$ 431,797
Level 2
$ -

-

-

$ -

$ -

-

$ -

$ -

-

-

$ -
Level 3
$ -

200,037

4,532

$ 204,569

$ -

6,807

$ 6,807

$ -

182,039

4,435

$ 186,474
Total
$ 407,798

200,037

4,532
$ 612,367
$ 3,653

1,349,098
$ 1,352,751
$ 431,797

182,039

4,435
$ 618,271
(Concluded)

There were no transfers between Levels 1 and 2 for the years ended December 31, 2019 and 2018.

  • 2) Reconciliation of Level 3 fair value measurements of financial instruments

For the year ended December 31, 2019

Financial Assets
Balance at January 1, 2019

Recognized in profit or loss (included in
valuation gains and losses)
Recognized in other comprehensive
income (included in unrealized gain on
financial assets at FVTOCI)

Balance at December 31, 2019
Financial Assets
at FVTPL
Equity
Instruments
$ 6,807

(2,045)

-

$ 4,762
Financial Assets
at FVTOCI
Equity
Instruments
$ 186,474

-

18,095

$ 204,569
Total
$ 193,281
(2,045)
18,095
$ 209,331
  • 172 -

For the year ended December 31, 2018

Financial Assets
Balance at January 1, 2018

Recognized in profit or loss (included in
valuation gains and losses)
Recognized in other comprehensive
income (included in unrealized gain
(loss) on financial assets at FVTOCI)
Purchases
Cash returned of capital reduction
Transfers out of Level 3

Balance at December 31, 2018
Financial Assets
at FVTPL
Equity
Instruments
$ 6,013

794
-
-
-

-

$ 6,807
Financial Assets
at FVTOCI
Equity
Instruments
$ 295,449

-
(15,269)
67,800
(5,262)
(156,244)

$ 186,474
Total
$ 301,462
794
(15,269)
67,800
(5,262)
(156,244)
$ 193,281
  • 3) Valuation techniques and inputs applied for Level 3 fair value measurement

The fair values of domestic unlisted equity securities and open-end beneficiary certificates are determined by using the asset approach and the market approach. Asset approach evaluates the total market value of individual asset and liability of the evaluated target, taking into account the risk factors (lack of marketability, etc.) to estimate the fair value. Market approach refers to the transaction prices in active market of the listed companies engaging in similar business, related price multiplier, transaction and information implied by the transaction price, to arrive at the fair value.

c. Categories of financial instruments

Financial assets
Financial assets at FVTPL
Mandatorily at FVTPL

Financial assets at amortized cost (1)
Financial assets at FVTOCI
Equity instruments
Financial liabilities
Financial liabilities at amortized cost (2)
December 31
2019
2018
$ 494,507 $ 1,352,751
7,934,228
8,882,741
612,367
618,271
8,797,397
6,595,112
  • 1) The balances include financial assets measured at amortized cost, which comprise cash and cash equivalents, financial assets measured at amortized cost, notes receivable, trade receivables, other receivables (classified as other current assets) and refundable deposits.

  • 2) The balances included financial liabilities measured at amortized cost, which comprise short-term loans, notes payable, trade payables, other payables, long-term loans (including current portion of long-term borrowings) and guarantee deposits received.

  • 173 -

d. Financial risk management objectives and policies

The Group’s major financial instruments consist of equity investments, cash and cash equivalents, receivables, long-term and short-term borrowings, trade payables and convertible bonds. The Group’s financial risk management pertains to financial risks relating to the operations of the Group, including currency risk, interest rate risk, credit risk and liquidity risk. The Group seeks to identify, evaluate and hedge against market uncertainties to lower the effect of market changes on the Group’s financial performance.

The Group manages foreign exchange risk through setting up of foreign currency deposit bank accounts and through the use of foreign currency directly received from sale to pay for purchases in foreign currency to reduce the impact of foreign exchange fluctuation and to achieve a natural hedge effect. The Group actively observes the exchange rate information to fully control the foreign currency hedge.

1) Market risk

The Group’s activities expose it primarily to the financial risks of changes in exchange rates (see Item (a) below), interest rates (see Item (b) below) and price (see Item (c) below).

There has been no change to the Group’s exposure to market risks or the manner in which these risks are managed and measured.

a) Foreign currency risk

The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities (including those eliminated on consolidation) at the end of the reporting period are set out in Note 34.

Sensitivity analysis

The Group was mainly exposed to USD and RMB.

Had the NTD strengthened/weakened by 5% against the relevant currency, the pre-tax profit would have decreased/increased by $197,621 thousand and $256,386 thousand for the years ended December 31, 2019 and 2018, respectively. The 5% sensitivity rate is used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency-denominated monetary items and their translation at period-end is adjusted for a 5% change in foreign-currency rates.

b) Interest rate risk

The Group is exposed to interest rate risk because entities in the Group borrow funds both at fixed and floated interest rates. The Group evaluates hedging activities regularly to align with interest rate views and defined risk appetite and ensures that the most cost-effective hedging strategies are applied.

  • 174 -

The carrying amounts of the financial assets and liabilities with exposure to interest rates at the end of the reporting period were as follows:

Fair value interest rate risk
Financial assets

Financial liabilities
Cash flow interest rate risk
Financial assets
Financial liabilities
December 31
2019
2018
$ 787,528
$ 609,579
1,494,735
278,637
2,173,071
2,728,644
3,456,076
2,495,972

Sensitivity analysis

The sensitivity analysis below has been determined on the basis of the exposure to interest rates for both derivative and non-derivative instruments at balance sheet dates. For floating rate liabilities, the analysis was prepared assuming the amount of the liability outstanding at the balance sheet dates was outstanding for the whole year. A 50 basis point increase or decrease was used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Group’s pre-tax profit for the years ended December 31, 2019 and 2018 would increase/decrease by $6,415 thousand and $1,163 thousand, respectively, which was mainly attributable to the Group’s exposure to interest rates on its variable rate deposits and bank loans.

  • c) Price risk

The Group is exposed to equity price risks mainly arising from the followings:

  • i. Investment in financial assets at FVTOCI (mainly investment in domestic and foreign stocks), which are held for strategic rather than trading purposes. The Group does not actively trade these investments.

  • ii. Financial assets at FVTPL (mainly investment in domestic and foreign open-ended beneficiary certificates and listed stocks in Taiwan)

The Group manages risk through holding various investment portfolios and having each equity investment to get prior approval from the Group’s management.

Sensitivity analysis

The sensitivity analysis below was determined based on the exposure to equity price risks at the end of the reporting period.

If equity prices had been 5% higher/lower, the pre-tax profit for the years ended December 31, 2019 and 2018 would have increased/decreased by $24,725 thousand and $67,638 thousand respectively, as a result of the changes in fair values of financial assets at FVTPL, and the pre-tax other comprehensive income for the years ended December 31, 2019 and 2018 would have increased/decreased by $30,618 thousand and $30,914 thousand, respectively, as a result of the changes in fair values of financial assets at FVTOCI.

  • 175 -

2) Credit risk

Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in financial loss to the Corporation. As at the end of the reporting period, the Group’s maximum exposure to credit risk, which would cause a financial loss to the Group due to the failure of the counterparty to discharge its obligation, could arise from:

  • a) The carrying amount of trade receivables from operating activities; and

  • b) The amount of bank deposits, fixed-income and other financial instruments from investing activities.

The Group adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults.

Trade receivables involve a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of trade receivables, including the evaluation of internal credits, historical transaction records, present economic circumstances, etc. which affect the customers’ payment ability.

The credit risk of bank deposits, fixed-income financial instruments and other financial instruments are evaluated, managed and controlled by the Group’s financial department. The Group’s exposure to credit risk was limited because the Group adopted a policy of only dealing with creditworthy counterparties.

3) Liquidity risk

The Group manages liquidity risk by managing and maintaining sufficient cash and cash equivalents to supply the Group’s demand and mitigate the effects of fluctuations in cash flow. The Group continuously monitors the use of credit lines and conformity to loan terms.

The Group relies on bank borrowings as a significant source of liquidity. As of December 31, 2019 and 2018, the Group’s available unutilized bank loan facilities were $3,518,960 thousand and $2,972,285 thousand, respectively.

Liquidity and interest risk tables for non-derivative financial liabilities

The following tables detail the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay.

  • 176 -

Bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed repayment dates.


Non-derivative financial liabilities
Non-interest bearing

Fixed interest rate instruments
Floating interest rate instruments
Lease liabilities



Non-derivative financial liabilities
Non-interest bearing

Fixed interest rate instruments
Floating interest rate instruments

December 31, 2019 December 31, 2019
Within 1 Year
1-5 Years
More Than 5
Years
$ 3,974,783
$ -
$ -
1,184,603
121,187
95,784
1,232,195
1,942,083
720,000

72,912

85,054

8,271
$ 6,464,493
$ 2,148,324
$ 824,055
December 31, 2018
Within 1 Year
$ 3,819,537

187,606

665,291

$ 4,672,434
1-5 Years
More Than 5
Years
$ -
$ -
35,983
107,351
1,897,191

-
$ 1,933,174
$ 107,351

After considering the financial position of the Group, management does not expect the banks will execute their rights of requiring the Group to repay the bank loans immediately. In addition, management believes the operating funds of the Corporation and subsidiaries are sufficient to meet cash flow demand; thus, liquidity risk is not considered significant.

The Group’s operating funds are sufficient to meet its cash flow demand, as a result, the Group does not use its overdraft limit.

30. TRANSACTIONS WITH RELATED PARTIES

  • a. The related parties and relationships with the Group were as follows:

Related Party

Relationship with the Group

Dynascan Technology Corp. (“Dynascan Technology”) Adlink Technology Inc. (“Adlink”) Camtek Ltd. Chih Ho Shun Development Co., Ltd. (“Chih Ho Shun”) Dynascan Electronics (Shanghai) Co., Ltd. (“Dynascan Shanghai”) Dynascan Technology Inc. (“Dynascan USA”) Dynascan Japan Inc. (“Dynascan Japan”) Mou Kuan Industry Co., Ltd. (“Mou Kuan”) Quantel Co., Ltd. (“Quantel Thailand”) Quantel Sdn. Bhd. (“Quantel Malaysia”) Quantel Philippines Inc. (“Quantel Philippines”) PT Quantel (“Quantel Indonesia”) Quantel Pte Ltd Representative Office In Hanoi (“Quantel Vietnam”) Quantel Electronics (India) Private Limited (“Quantel India”)

Associate Associate Associate Joint venture Associate Associate Associate Other related party Other related party Other related party Other related party Other related party Other related party Other related party

  • 177 -

Balances and transactions between the Corporation and its subsidiaries, which are related parties of the Corporation, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and its related parties are disclosed below.

The related-party transactions were conducted under normal terms unless specified otherwise.

  • b. Sales

Related Party Categories
Associates

Other related parties

For the Year Ended For the Year Ended December 31


2019
$ 51,608

67,615

$ 119,223
2018
$ 63,587

60,355
$ 123,942
  • c. Purchases

Related Party Categories
Associates

Other related parties

For the Year Ended For the Year Ended December 31


2019
$ 11,944

47,392

$ 59,336
2018
$ 17,433

70,517
$ 87,950
  • d. Receivables from related parties (excluding loans to related parties)
Line Item
Related Party Categories

Trade receivables - related
Associates
parties
Other related parties

December 31
2019
$ 3,027

24,081
$ 27,108
2018
$ 6,990

44,828
$ 51,818

Outstanding trade receivables from related parties are unsecured.

  • e. Payables to related parties (excluding loans from related parties)
Line Item
Related Party Categories

Notes payable - related parties Other related parties

Trade payables - related parties Associates
Other related parties

December 31
2019
$ 3,054
$ 2,973

35
$ 3,008
2018
$ 14,556
$ 7,438

1,515
$ 8,953
  • 178 -

f. Others


Line Item
Related Party Categories

Rental income
Associates

Rental expense
Other related parties

Administration expense
Associates
Other related parties


Line Item
Related Party Categories
Other current assets
Associates
g. Compensation of key management personnel

Short-term employee benefits

Post-employment benefits

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31





2019
$ 1,260

$ 12,600

$ -


12,279

$ 12,279

December
2018
$ 1,260
$ 12,600
$ 4,764

21,256
$ 26,020
31
2019
$ 3,898

For the Year Ended
2018
$ 3,797
December 31


2019
$ 126,327

2,431

$ 128,758
2018
$ 118,804
2,180
$ 120,984

The remuneration of directors and key executives is determined by the remuneration committee based on the performance of individuals and market trends.

31. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The assets pledged as collaterals for bank loans and for product warranties were as follows:

Property, plant and equipment, net

Pledge deposits (classified as financial assets measured at amortized
cost)

**December 31 ** **December 31 **


2019
$ 960,124

484,634

$ 1,444,758
2018
$ 971,991

229,935
$ 1,201,926

32. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

  • a. On January 17, 2012, the Corporation, Dynapack International Corporation and Heran Co., Ltd. won a bid for the ownership of land and the building and related facilities to be built on the land pertaining to “The Action Plan for Developing Land Surrounding the MRT Airport Station to Improve Civilians’ Life,” which had been reviewed and approved by the Ministry of the Interior (MOI).

  • 179 -

The total bid price was $10,088,890 thousand, covering land with an area of 222,300 square meters. As a result of winning the above bid, the Corporation acquired 35%, or 77,805 square meters, of a certain piece of land for $3,531,112 thousand. On April 18, 2012, the Corporation signed the land purchase contract with the MOI; the payment schedule for this purchase is as follows:

  • 1) The first installment of the bid amount (10% of the total bid amount, or $353,111 thousand) should be paid within 10 days from the contract date. The Corporation paid the first installment by bid deposit of $353,040 thousand in cash.

  • 2) To meet the schedule for zone expropriation, the Corporation should pay the second installment (30% of the total bid amount) within 10 days of receiving the payment notice from the MOI. The MOI will approve the Corporation’s land usage rights as the payment is made. On September 3, 2013, the Corporation has paid the second installment of $1,059,333 thousand.

  • 3) To help the MOI provide the compensations for land expropriation and complete the demolition and relocation of structures on the land, the Corporation should pay the third installment (40% of the total bid amount) within 10 days of the payment notice from the MOI. The MOI will then check with the Corporation to see if the demolition and relocation are completed as the payment is made. In November 2015 and July 2016, the Corporation has paid the first part of the third installment of $536,729 thousand and the remaining part of the third installment of $875,716 thousand, respectively.

  • 4) The Corporation should accomplish the following things within four years from the time of obtaining the approval of the land usage rights:

  • a) Open up the main road system and build related public facilities.

  • b) Acquire the building license for over 50% percent of all industrial land and register with the authorities to go into operation.

After completing the above requirements, the Corporation should apply to the MOI for the approval to acquire real property rights to the structures and facilities built. The Corporation should pay the fourth installment (20% of the total bid amount) within 10 days upon obtaining the approval and receipt of the payment notice from the MOI. The Corporation has paid the fourth installment of $716,362 thousand in June 2018 and obtained the property registration over the land from the MOI. The Corporation has agreed to comply with the MOI’s requirement for the MOI’s placing of caution on undeveloped land before ownership of real property is turned over to the Corporation. The MOI will cancel this caution once it determines that the Corporation has completed all the required land development, building and facility construction and land improvements. The Corporation has recognized the land of self-use and the land of undetermined future use to property, plant and equipment and investment properties, respectively. Refer to Notes 14 and 16.

  • b. The unrecognized contractual commitments arose from the action plan of developing land surrounding the Airport MRT station. The contracts stipulated that the Group had to pay relevant expenses during the construction period. As of December 31, 2019, the unrecognized commitments amounted to $1,304,658 thousand.

  • c. Chroma’s subsidiary, MAS Automation Corporation (“MAS”), entered into an Equipment Purchase Agreement (“Agreement”) with LINCO Technology Co., Ltd (“LINCO”) in 2017, in which MAS entrusted LINCO to manufacture automation equipment. However, LINCO failed to deliver a considerable number of important parts of the equipment to MAS; furthermore, LINCO rejected to perform its installation services under the Agreement. Hence, MAS claimed for a delay penalty of $2,503,659 thousand (around US$83,455 thousand) against LINCO, of which MAS filed a civil lawsuit on November 12, 2018 for $440,000 thousand, and the remaining penalty was reserved for the right to claim in the future. In addition, MAS submitted a petition to the court for provisional attachment against LINCO to secure its right, and offered a deposit in an amount of $440,000 thousand to the court.

  • 180 -

Whereas, LINCO conversely alleged that MAS breached its payment obligation under the Agreement. LINCO raised a counterclaim against MAS in the Taiwan Taoyuan District Court on October 30, 2019, claiming for the payment of $255,640 thousand (around US$824 million) along with the interest. On the other hand, LINCO asserted that it suffered from the provisional attachment which was submitted by MAS, and brought another civil lawsuit against MAS in the Taiwan Taichung District Court, claiming for the damage compensation of $505,521 thousand. Since the proceeding of the lawsuit filed by LINCO are still in its preliminary stage, there is no sufficient information to predict its outcome or impact to the Group.

33. SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD

The outbreak of severe pneumonia with novel pathogens in January 2020 caused the operations of the Group to be temporarily suspended for customers located in severely affected areas in mainland China. As major customers of the Corporation are spread around the world, the impact of outbreak on the operation is limited.

34. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The Group entities’ significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies and the related exchange rates between foreign currencies and respective functional currencies were as follows:

December 31, 2019

Foreign
Currencies
Exchange Rate
Financial assets
Monetary items
USD
$ 120,936
29.980 (USD:NTD)
USD

20,873
7.789 (USD:HKD)
USD

4,546
6.964 (USD:RMB)
USD

6,941
1.346 (USD:SGD)
RMB

128,179
1.118 (RMB:NTD)
RMB

99,768
4.305 (RMB:HKD)
RMB

34,308
0.144 (RMB:USD)




Non-monetary items

USD

74,414
29.980 (USD:NTD)

Financial liabilities


Monetary items

USD

33,898
29.980 (USD:NTD)
USD

20,622
7.789 (USD:HKD)
RMB

32,022
0.144 (RMB:HKD)


Carrying
Amount
$ 3,625,640

625,778

136,300

208,076

551,809

429,501

147,695
$ 5,724,799
$ 2,230,935
$ 1,016,276

618,253

137,856
$ 1,772,385
  • 181 -

December 31, 2018

Foreign
Currencies
Exchange Rate
Financial assets
Monetary items
USD
$ 149,940
30.715 (USD:NTD)
USD

9,634
7.833 (USD:HKD)
USD

4,526
1.366 (USD:SGD)
RMB

109,170
4.472 (RMB:NTD)
RMB

126,780
1.141 (RMB:HKD)
RMB

37,354
0.146 (RMB:USD)




Financial liabilities


Monetary items

USD

24,643
30.715 (USD:NTD)
USD

12,304
7.833 (USD:HKD)


Carrying
Amount
$ 4,605,398

295,902

139,018

488,209

566,962

167,048
$ 6,262,537
$ 756,911

377,909
$ 1,134,820

For the years ended December 31, 2019 and 2018, (realized and unrealized) net foreign exchange (losses) gain were $(85,663) thousand and $97,928 thousand, respectively. It is impractical to disclose net foreign exchange gains (losses) by each significant foreign currency due to the variety of the foreign currency transactions of the group entities.

35. SEPARATELY DISCLOSED ITEMS

  • a. Information about significant transactions and investees:

  • 1) Financing provided to others: Table 1 (attached)

  • 2) Endorsements/guarantees provided: Table 2 (attached)

  • 3) Marketable securities held (excluding investment in subsidiaries, associates and joint ventures): Table 3 (attached)

  • 4) Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital: Table 4 (attached)

  • 5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital: Table 5 (attached).

  • 6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital: None.

  • 7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital: Table 5 (attached)

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: Table 6 (attached)

  • 182 -

  • 9) Trading in derivative instruments: Note 7

  • 10) Others: Intercompany relationships and significant intercompany transactions: Table 7 (attached)

  • 11) Information on investees: Table 8 (attached)

  • b. Information on investments in mainland China

  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area: Table 9 (attached)

  • 2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses:

    • a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period: Table 5 (attached)

    • b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period: Table 5 (attached)

    • c) The amount of property transactions and the amount of the resultant gains or losses: None.

    • d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes: Table 2 (attached).

    • e) The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds: Table 1 (attached).

    • f) Other transactions that have a material effect on the profit or loss for the year or on the financial position, such as the rendering or receiving of services: None.

36. SEGMENT INFORMATION

Information reported to the Group’s chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on types of products delivered or services provided. The Group’s reportable segments are as follows:

  • a. Special materials department.

  • b. Test instrument department.

  • c. Automatic equipment department.

  • 183 -

d. Other

1) Segment revenues and results

For the year ended December 31,
2019
Revenue from external customers

Inter-segment revenue

Segment revenue

Consolidated revenue
Segment income

Non-operating income and
expenses
Profit before tax
For the year ended December 31,
2018
Revenue from external customers

Inter-segment revenue

Segment revenue

Consolidated revenue
Segment income

Non-operating income and
expenses
Profit before tax
Special
Materials
Department
$ 2,097,065

7

$ 2,097,072

$ 33,754

$ 2,005,001

-

$ 2,005,001

$ 50,741
Test
Instrument
Department
$ 10,545,586

6,922,326

$ 17,467,912

$ 2,014,175

$ 9,724,331

6,767,600

$ 16,491,931

$ 1,723,167
Automatic
Equipment
Department
$ 1,009,058

344,391

$ 1,353,449

$ 46,968

$ 4,862,323

755,759

$ 5,618,082

$ 1,332,796
Other
$ 257,925

818

$ 258,743

$ (41,954)

$ 339,473

114

$ 339,587

$ (31,253)
Elimination
$ -

(7,267,542)

$ (7,267,542)


$ 6,516



$ -

(7,523,473)

$ (7,523,473)


$ (35,818)


Total
$ 13,909,634

-

13,909,634

$ 13,909,634

$ 2,059,459

279,147

$ 2,338,606

$ 16,931,128

-

16,931,128

$ 16,931,128

$ 3,039,633

268,457

$ 3,308,090

The sales between segments are based on fair value.

The above revenues were generated through transactions with external customers and among segments. The inter-segment revenues for the years ended December 31, 2019 and 2018 had been adjusted and eliminated from the consolidated financial statements.

Segment operating income refers to profits earned by each segment, excluding remuneration of directors, share of profits or loss of associates and joint venture, rental income, interest income, gain (loss) on disposal of property, plant and equipment, gain (loss) on disposal of investments, foreign exchange gain (loss), valuation gain (loss) on financial instruments, finance costs and income tax expense. This was the measure reported to the Group’s chief operating decision maker to allocate resources to each segment and evaluate its performance.

2) Segment assets and liabilities

Segment assets
Special materials department

Test instrument department
Automatic equipment department
Other
Adjustments and eliminations

Total segment assets
Investments and other unallocated assets

Consolidated total assets
**December 31 ** **December 31 **



2019
$ 917,695
20,841,251
2,623,567
291,373

(4,307,795)

20,366,091

5,070,981

$ 25,437,072
2018
$ 863,031

18,578,300

3,856,680

353,624

(3,738,938)

19,912,697

3,289,767
$ 23,202,464
(Continued)
  • 184 -
Segment liabilities
Special material department

Test instrument department
Automatic equipment department
Other
Adjustments and eliminations

Total segment liabilities
Borrowings and other unallocated liabilities

Consolidated total liabilities
December 31 December 31



2019
$ 688,616
6,393,940
1,614,286
105,984

(3,443,503)

5,359,323

5,292,289

$ 10,651,612
2018
$ 561,478

6,184,236

1,369,831

115,500

(2,918,100)

5,312,945

3,199,170
$ 8,512,115
(Concluded)

For the purpose of monitoring segment performance and allocating resources between segments:

  • a) All assets were allocated to reportable segments other than interests in associates accounted for using the equity method, other financial assets, and deferred tax assets. Goodwill was allocated to reportable segments.

  • b) All liabilities were allocated to reportable segments other than borrowings and deferred tax liabilities.

  • 3) Revenue from major products

The following is an analysis of the Group’s revenue from its major products and services:


Special material equipment

Test instrument equipment
Automatic equipment

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2019
$ 2,097,065
10,545,586

1,009,058

$ 13,651,709
2018
$ 2,005,001

9,724,331

4,862,323
$ 16,591,655

4) Geographical information

The Group operates in three principal geographical areas - Republic of China, other Asian countries, and others.

The Group’s revenue from external customers by location of operations and information about its non-current assets by geographical location are detailed below.

Republic of China

Asia
Others

Revenue from External
Customers
Revenue from External
Customers



Non-current Assets Non-current Assets
For the Year Ended
**December 31 **
December 31


2019
$ 5,804,501
5,998,631

2,106,502

$ 13,909,634
2018
$ 8,622,514

5,823,264

2,485,350

$ 16,931,128
2019
$ 7,957,843

420,916

570,143

$ 8,948,902
2018
$ 7,465,536

531,449

449,269
$ 8,446,254
  • 185 -

Non-current assets exclude non-current assets classified as financial instruments, investments accounted for using the equity method, right-of-use asset, prepayments for investments, and deferred tax assets.

  • 5) Information about major customers

There was no revenue from any individual customer exceeded 10% of the Group’s revenue for the year ended December 31, 2019. Included in revenue from direct sales of automated factory conveyor systems of $4,862,323 thousand in 2018, were revenues of approximately $2,646,345 thousand, which were generated from sales to the Group’s largest customer.

  • 186 -

TABLE 1

CHROMA ATE INC. AND SUBSIDIARIES

FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No. Lender Borrower Financial
Statement Account

Related
Party
Highest
Balance for
the Period
Ending
Balance
Actual
Borrowing
Amount
Interest
Rate
Nature of
Financing
(Note 5)
Business
Transaction
Amounts
Reasons for
Short-term
Financing
Allowance
for
Impairment
Loss
Collateral Collateral Financing
Limit for
Each
Borrower
Aggregate
Financing
Limit
Item Value
0 The Corporation Chroma Systems
Solutions, Inc.
Chroma Japan Corp.
Other receivables
Other receivables
Y
Y
$ 116,519
41,194
$ 116,519

41,194
$ 116,519

38,185
3.25%
1.30%
a
a
$ 482,283
181,261
-
-
$ -
-
-
-
$ -
-
$ 1,448,876
(Note 1)

1,448,876
(Note 1)
$ 2,897,752
(Note 2)
2,897,752
(Note 2)
1 Chroma Electronics
(Shenzhen) Co., Ltd.
Chroma ATE (Suzhou)
Co., Ltd.
Other receivables Y 43,050
-

-
2.50% b - Operation - - -
519,577
(Note 3)
519,577
(Note 3)
2 Wei Kuang Automatic
Equipment (Xiamen)
Co., Ltd.
Chroma ATE (Suzhou)
Co., Ltd.
Other receivables Y 43,050
-

-
2.50% b - Operation - - -
327,356
(Note 3)
327,356
(Note 3)

Note 1: Based on 10% of the net value of the Corporation.

Note 2: Based on 20% of the net value of the Corporation.

Note 3: Based on 70% of the net value from the latest financial statements of borrowing company that have been audited.

Note 4: The amounts listed in the table were translated into the New Taiwan dollars at the exchange rate of US$1=NT$29.980, RMB1=NT$4.305 and JPY1 = NT$0.276 as of December 31, 2019.

Note 5: Financing provided:

a. For transactions.

b. For short-term financing.

  • 187 -

TABLE 2

CHROMA ATE INC. AND SUBSIDIARIES

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2019

(In Thousands of New Taiwan Dollars or Foreign Currency, Unless Stated Otherwise)

No. Endorser/
Guarantor
Endorsee/Guarantee Endorsee/Guarantee Limits on
Endorsement/
Guarantee
Given on
Behalf of Each
Party
(Note 1)

Maximum
Amount
Endorsed/
Guaranteed
During the
Period
Outstanding
Endorsement/
Guarantee at
the End of the
Period
Actual
Borrowing
Amount
Amount
Endorsed/
Guaranteed by
Collateral

Ratio of
Accumulated
Endorsement/
Guarantee to
Net Equity in
Latest
Financial
Statements
Aggregate
Endorsement
Guarantee
Limit
(Note 2)
Endorsement/
Guarantee
Given by
Parent on
Behalf of
Subsidiaries
Endorsement/
Guarantee
Given by
Subsidiaries
on Behalf of
Parent
Endorsement/
Guarantee
Given on
Behalf of
Companies in
Mainland
China
Name Relationship
0 The Corporation Chroma Japan Corp.
Chroma ATE Europe B.V.
Chroma ATE Inc.
Sajet System Technology
(Suzhou) Co., Ltd.
Chroma Electronics
(Shanghai) Co., Ltd.
Chroma ATE (Suzhou) Co.,
Ltd.
Quantel Private Ltd.
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
$ 2,173,314
2,173,314
2,173,314
2,173,314
2,173,314
2,173,314
2,173,314
$ 34,100

50,385

149,900

21,525

43,050

86,100

44,560
$ 27,600

50,385

149,900

21,525

43,050

86,100

-
$ 19,320

33,590

149,900

-

2,711

6,116

-
$ -

-

-

-

-

-

-
0.19%
0.35%
1.03%
0.15%
0.30%
0.59%
-
$ 4,346,628
4,346,628
4,346,628
4,346,628
4,346,628
4,346,628
4,346,628
Y
Y
Y
Y
Y
Y
Y
-
-
-
-
-
-
-
-
-
-
Y
Y
Y
-

Note 1: According to Regulation of the “Procedures for Endorsement/Guarantee and lending of Funds”, the Corporation limits the endorsement/guarantee amount on each entity to (a) within 15% of the net value of the Corporation and (b) the capital issued of the entity endorsed/guaranteed, but 100% held subsidiary is not limited by the regulation.

Note 2: According to Regulation of the “Procedures for Endorsement/Guarantee and Lending of Funds”, the Corporation limits the endorsement/guarantee amount within the 30% of the net value of the Corporation.

Note 3: The amounts listed in columns were translated into the New Taiwan dollars at the exchange rate of US$1=NT$29.980, JPY1=NT$0.276, RMB1=NT$4.305, EUR1=NT$33.590, SGD1=NT$22.280 as of December 31, 2019.

  • 188 -

TABLE 3

CHROMA ATE INC. AND SUBSIDIARIES

MARKETABLE SECURITIES HELD (EXCLUDING INVESTMENT IN SUBSIDIARIES, ASSOCIATES AND JOINT CONTROLLED ENTITIES) DECEMBER 31, 2019

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Holding Company Name Type and Name of Marketable Securities Relationship with
the Holding
Company
Financial Statement Account December 31, 2019 December 31, 2019 Note
Shares/Units
(Thousands)
Carrying
Amount
Percentage
of
Ownership
Fair Value
The Corporation
Chroma New Material Corp.
Chroma Systems Solutions Inc.
Chroma Investment Co., Ltd.
Adivic Technology Co.
Chen Hwa Technology Inc.
Fund
WI Harper INC Fund VII LP
Stocks
DynaColor, Inc.
Chunghwa Telecom Co., Ltd.
China Communications Media Group Co., Ltd.
WK Technology Fund IX Ltd.
Twoway Catv Service Inc.
Tian Zheng International Precision Machinery Co., Ltd.
WK Technology Fund IV Ltd.
WK Technology Fund VI Ltd.
TFBS Bioscience Inc.
Taiwan Advanced Nanotech Inc.
Fund
Fuh Hwa You Li Money Market Fund
Taishin 1699 Money Market Fund
Fund
Franklin California Tax Free Income FD Inc.
Fund
Hua Nan Kirin Money Market Fund
Stocks
Greatek Electronics Inc.
Chroma ATE Inc.
Cosmactive Broadband Networks Co., Ltd.
Prance System Technology Co., Ltd.
Fund
Cathay Taiwan Money Market Fund
Stocks
Hangzhou New Material Chroma Co., Ltd.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
The Corporation
-
-
-
-
Financial assets at fair value through profit or loss -
non-current
Financial assets at fair value through other comprehensive
income - non-current









Financial assets 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 profit or loss - current
Financial assets at fair value through other comprehensive
income - non-current
-
6,050
412
26
4,614
3,561
2,681
806
723
3,280
2,700

6,829
8,139
135
4,601
85
1,916
4
111

4,016
-
$ 4,762
199,358
45,362
94
59,237
45,184
162,984
5,047
3,139
40,180
47,250
92,362
110,565
31,116
55,292
4,070
277,759
-
-
50,150
4,532
-
6.1
-
-
4.6
4.4
8.1
1.9
1.4
14.7
15.0
-
-
-
-
-
0.5
0.6
5.1
-
19.0
$ 4,762
199,358
45,362
94
59,237
45,184
162,984
5,047
3,139
40,180
47,250
92,362
110,565
31,116
55,292
4,070
277,759
-
-
50,150
4,532
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(Continued)
  • 189 -
Holding Company Name Type and Name of Marketable Securities Relationship with
the Holding
Company
Financial Statement Account December 31, 2019 December 31, 2019 Note
Shares/Units
(Thousands)
Carrying
Amount
Percentage
of
Ownership
Fair Value
Innovative Nanotech Incorporated
Touch Cloud Incorporation
EVT Technology Co., Ltd.
Fund
Mega Diamond Money Market Fund
Fund
Mega Diamond Money Market Fund
Fund
Mega Diamond Money Market Fund
-
-
-
Financial assets at fair value through profit or loss - current


8,577
1,439
1,595
$ 107,992
18,118
20,080
-
-
-
$ 107,992
18,118
20,080
-
-

Note: The fair value of open-end beneficiary certificates and listed market securities was calculated based on the net asset value and closing price as of balance sheet date.

(Concluded)

  • 190 -

TABLE 4

CHROMA ATE INC. AND SUBSIDIARIES

MARKETABLE SECURITIES ACQUIRED AND DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name Type and Name of
Marketable Securities
Financial Statement Account Counterparty Relationship Beginning Balance Beginning Balance **Acquisition ** **Acquisition ** **Disposal ** **Disposal ** **Ending ** Balance
Number of
Shares
(Thousands)
Amount
(Note 1)
Number of Shares
(Thousands)
Amount Number of Shares
(Thousands)
Amount Carrying Amount Gain (Loss) on
Disposal
Number of Shares
(Thousands)
Amount
(Note 1)
The Corporation Fund
Mega Diamond Money
Market Fund
Stocks
Camtek Ltd.
Financial assets at fair value through
profit or loss - current
Investments accounted for using the
equity method
-
-
-
-
44,427
-
$ 556,317
(Note 1)
-
-
7,817
$ -
2,342,340
44,427
-
$ 557,855
-
$ 550,000
-
$ 7,855
-
-
7,817
$ -
2,230,935
(Note 2)

Note 1: The beginning and ending balances included adjustments for financial assets valuation gain or loss.

Note 2: The ending balances included investment income or loss for using the equity method of $35,415 thousand, capital reserve adjustment $10,253 thousand, exchange differences on translating the financial statements of foreign operations of $(115,583) thousand and cash dividends of $41,490 thousand.

  • 191 -

TABLE 5

CHROMA ATE INC. AND SUBSIDIARIES

TOTAL PURCHASE FROM OR SALE TO RELATED PARTIES AMOUNTING TO AT LEAST $100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2019

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name Related Party Relationship Transaction Details Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts
Receivable (Payable)
Notes/Accounts
Receivable (Payable)
Note
Purchase
(Sale)
Amount % to
Total
Payment Terms Unit Price Payment Terms
Ending
Balance
% to
Total
The Corporation
Neworld Electronics Ltd.
The Corporation
Chroma Electronics (Shanghai) Co., Ltd.
The Corporation
Chroma Electronics (Shenzhen) Co., Ltd.
The Corporation
Chroma Japan Corp.
The Corporation
Chroma ATE Inc.
The Corporation
Chroma Systems Solutions, Inc.
The Corporation
Chroma ATE Europe B.V.
The Corporation
Quantel Private Ltd.
The Corporation
Chroma ATE (Suzhou) Co., Ltd.
The Corporation
Wei Kuang Automatic Equipment Co., Ltd.
Neworld Electronics Ltd.
The Corporation
Chroma Electronics (Shanghai) Co., Ltd.
The Corporation
Chroma Electronics (Shenzhen) Co., Ltd.
The Corporation
Chroma Japan Corp.
The Corporation
Chroma ATE Inc.
The Corporation
Chroma Systems Solutions, Inc.
The Corporation
Chroma ATE Europe B.V.
The Corporation
Quantel Private Ltd.
The Corporation
Chroma ATE (Suzhou) Co., Ltd.
The Corporation
Wei Kuang Automatic Equipment Co., Ltd.
The Corporation
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
Purchase
(Sale)
$ (2,628,273)
2,628,273
(247,712)
247,712
(395,162)
395,162
(181,261)
181,261
(336,352)
336,352
(482,383)
482,383
(364,327)
364,327
(287,288)
287,288
(117,021)
117,021
251,804
(251,804)
(32)
100
(3)
100
(4)
100
(2)
100
(4)
100
(6)
100
(4)
100
(4)
100
(1)
100
7
(100)
Net 90 days after delivery
Net 90 days after delivery
Net 120 days after delivery
Net 120 days after delivery
Net 90 days after monthly closing
Net 90 days after monthly closing
Net 90 days after delivery
Net 90 days after delivery
Net 180 days after delivery
Net 180 days after delivery
Net 90 days after delivery
Net 90 days after delivery
Net 90 days after delivery
Net 90 days after delivery
Net 90 days after delivery
Net 90 days after delivery
Net 120 days after delivery
Net 120 days after delivery
Net 90 days after monthly closing
Net 90 days after monthly closing
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 783,034
(783,034)
64,942
(64,942)
102,621
(102,621)
181,262
(181,262)
402,745
(402,745)
199,399
(199,399)
184,840
(184,840)
50,708
(50,708)
45,404
(45,404)
(184,794)
184,794
24
(100)
2
(100)
3
(100)
5
(100)
12
(100)
6
(100)
6
(100)
2
(100)
1
(100)
(15)
100
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(Continued)
  • 192 -
Company Name Related Party Relationship Transaction Details Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts
Receivable (Payable)
Notes/Accounts
Receivable (Payable)
Note
Purchase
(Sale)
Amount % to
Total
Payment Terms Unit Price Payment Terms
Ending
Balance
% to
Total
Neworld Electronics Ltd.
Chroma Electronics (Shenzhen) Co., Ltd.
Neworld Electronics Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Chroma ATE Europe B.V.
Chroma Germany
Chroma Electronics (Shenzhen) Co., Ltd.
Neworld Electronics Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Neworld Electronics Ltd.
Chroma Germany
Chroma ATE Europe B.V.
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
$ (960,349)
960,349
(150,262)
150,262
(138,250)
138,250
(33)
69
(5)
46
(28)
100
Net 90 days
Net 90 days
Net 90 days
Net 90 days
Net 90 days
Net 90 days
-
-
-
-
-
-
-
-
-
-
-
-
$ 298,305
(298,305)
96,474
(96,474)
56,104
(56,104)
29
(78)
9
(46)
44
(97)
-
-
-
-
-
-

(Concluded)

  • 193 -

TABLE 6

CHROMA ATE INC. AND SUBSIDIARIES

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST $100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2019

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name Related Party Relationship Ending Balance Turnover
Rate
Overdue Overdue Amount
Received in
Subsequent
Period (Note)
Allowance for
Impairment
Loss
Amount Action Taken
The Corporation
Neworld Electronics Ltd.
Neworld Electronics Ltd.
Chroma ATE Inc.
Chroma Systems Solutions, Inc.
Chroma ATE Europe B.V.
Chroma Japan Corp.
Chroma Electronics (Shenzhen) Co, Ltd.
Wei Kuang Automatic Equipment (Xiamen)
Co., Ltd.
Chroma Systems Solutions, Inc.
Chroma Electronics (Shenzhen) Co, Ltd.
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Same parent company
Subsidiary
Subsidiary
Trade receivables
$ 783,034
Trade receivables
402,745
Trade receivables
199,399
Trade receivables
184,840
Trade receivables
181,262
Trade receivables
102,621
Dividends receivable
300,000
Other receivables - financing provided
116,519
Trade receivables
298,305
4.27
0.77
2.88
1.66
0.90
4.53
-
-
-
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 371,502
151,948
100,561
41,643
61,437
-
-
-
-
$ -
-
-
-
-
-
-
-
-

Note: As of February 26, 2020.

  • 194 -

TABLE 7

CHROMA ATE INC. AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No. Company Name Counterparty Flow of
Transactions
(Note 1)
Transaction Details Transaction Details Percentage to
Consolidated
Total Operating
Revenues or
Total Assets
Account Amount Transaction Terms
0 The Corporation Neworld Electronics Ltd.
Chroma Systems Solutions, Inc.
Chroma Electronics (Shenzhen) Co., Ltd.
Chroma Europe
Chroma USA
Quantel Private Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Chroma Japan
Chroma ATE (Suzhou) Co., Ltd.
Testar Electronics Co.
Wei Kuang Automatic Equipment Co., Ltd.
Chroma USA
Adivic Technology Co.
Chroma ATE (Suzhou) Co., Ltd.
Quantel Private Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Neworld Electronics Ltd.
Chroma USA
Chroma Systems Solutions, Inc.
Chroma Europe
Chroma Japan
Chroma Electronics (Shenzhen) Co., Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Quantel Private Ltd.
Testar Electronics Co.
Chroma Systems Solutions, Inc.
Chroma Japan
Testar Electronics Co.
Wei Kuang Automatic Equipment (Xiamen) Co., Ltd.
Chroma Systems Solutions, Inc.
Wei Kuang Automatic Equipment (Xiamen) Co., Ltd.
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
Operating revenue
Operating revenue
Operating revenue
Operating revenue
Operating revenue
Operating revenue
Operating revenue
Operating revenue
Operating revenue
Operating revenue
Purchase
Purchase
Purchase
Commissions expense
Commissions expense
Commissions expense
Trade receivables
Trade receivables
Trade receivables
Trade receivables
Trade receivables
Trade receivables
Trade receivables
Trade receivables
Trade receivables
Trade receivables
Other receivables - financing provided
Other receivables - financing provided
Other receivables
Dividends receivable
Dividends receivable
Trade payables
$ 2,628,273
482,383
395,162
364,327
336,352
287,288
247,712
181,261
117,021
35,210
251,804
35,719
26,474
17,989
13,756
11,453
783,034
402,745
199,399
184,840
181,262
102,621
64,942
45,405
50,708
34,243
116,519
38,185
27,922
300,000
11,992
184,794
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Note 3
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
19
3
3
3
2
2
2
1
1
-
2
-
-
-
-
-
3
2
1
1
1
-
-
-
-
-
-
-
-
1
-
1
1 Wei Kuang Automatic Equipment Co., Ltd. Wei Kuang Automatic Equipment (Xiamen) Co., Ltd. b Operating revenue 73,911 Based on regular terms 1

(Continued)

  • 195 -
No. Company Name Counterparty Flow of
Transactions
(Note 1)
Transaction Details Transaction Details Percentage to
Consolidated
Total Operating
Revenues or
Total Assets
Account Amount Transaction Terms
2 Chroma ATE Inc. Chroma Systems Solutions, Inc. a Dividends receivable $ 23,984 Based on regular terms -
3 Neworld Electronics Ltd. Chroma Electronics (Shenzhen) Co., Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Chroma Electronics (Shenzhen) Co., Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Chroma Electronics (Shenzhen) Co., Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
a
b
a
a
a
b
a
b
a
Operating revenue
Operating revenue
Operating revenue
Commissions expense
Commissions expense
Commissions expense
Trade receivables
Trade receivables
Trade receivables
960,349
150,262
71,016
75,491
58,180
20,965
298,305
96,474
31,715
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
7
1
1
1
-
-
1
-
-
4 Chroma Electronics (Shenzhen) Co., Ltd. Chroma Electronics (Shanghai) Co., Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
b
b
b
b
b
Operating revenue
Operating revenue
Purchase
Trade receivables
Trade receivables
63,547
61,217
25,371
53,963
59,843
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
-
5 Chroma Electronics (Shanghai) Co., Ltd. Chroma ATE (Suzhou) Co., Ltd.
Chroma ATE (Suzhou) Co., Ltd.
b
b
Purchase
Trade payables
16,198
10,244
Based on regular terms
Based on regular terms
-
-
6 Wei Kuang Automatic Equipment (Xiamen) Co., Ltd. Wei Kuang Automatic Equipment Co., Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
b
b
Operating revenue
Prepayments
11,943
43,149
Based on regular terms
Based on regular terms
-
-
7 Chroma Europe Chroma Germany GmbH
Chroma Germany GmbH
a
a
Operating revenue
Trade receivables
138,250
56,104
Based on regular terms
Based on regular terms
1
-
8 Quantel Private Ltd. Quantel Vietnam
Quantel Malaysia
b
b
Operating revenue
Operating revenue
23,506
11,418
Based on regular terms
Based on regular terms
-
-

Note 1: a. From parent to subsidiary.

b. Between subsidiaries.

Note 2: The prices were determined after taking the selling and post-sale service expenses into consideration.

Note 3: The collection periods of about 12 months were longer than those for third parties.

(Concluded)

  • 196 -

TABLE 8

CHROMA ATE INC. AND SUBSIDIARIES

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investor Investee Location Main Businesses and Products Original Investment Amount Original Investment Amount Balance as of December 31, 2019 as of December 31, 2019 Net Income
(Loss) of the
Investee
Investment
Gain (Loss)
Note
December 31,
2019
December 31,
2018
Shares
(Thousands)
Percentage of
Ownership
Carrying
Amount
The Corporation
Chroma ATE Inc.
San Eagle Development Corp.
EVT Technology Co., Ltd.
Adivic Technology Co., Ltd.
Quantel Private Ltd.
Chroma ATE Europe B.V.
Chroma Investment Co., Ltd.
Neworld Electronics Ltd.
San Eagle Development Corp.
Adlink Technology Inc.
Chroma New Material Corporation
Wei Kuang Automatic Equipment Co., Ltd.
CHI Incorporation Ltd.
Quantel Private Ltd.
Chen Hwa Technology Inc.
Chroma Investment Co., Ltd.
Chroma ATE Europe B.V.
DynaScan Technology Corp.
Chroma ATE Inc.
Sensational Holding Ltd.
Adivic Technology Co.
Chroma Japan Corp.
Chroma Systems Solutions, Inc.
Deep Red Holding Co., Ltd.
Chih Ho Shun Development Co., Ltd.
Testar Electronics Corporation
EVT Technology Co., Ltd.
Innovative Nanotech Incorporated
Touch Cloud Incorporation
Camtek Ltd.
Chroma Systems Solutions, Inc.
Wei Kuang Mech. Eng. Inc.
Wei Da Electric Vehicle Co., Ltd.
Adivic Holding Corporation
Quantel Technologies India Private Ltd.
Quantel Global Vietnam Co., Ltd.
Quantel Global Sdn. Bhd.
Quantel Global Philippines Corporation
Chroma Germany GmbH
Testar Electronics Corporation
Hong Kong
British Virgin Islands
New Taipei, Taiwan
Taoyuan, Taiwan
Hsinchu, Taiwan
British Virgin Islands
Singapore
British Virgin Islands
Taoyuan, Taiwan
The Netherlands
Taoyuan, Taiwan
USA
British Virgin Islands
Taipei, Taiwan
Japan
USA
Mauritius
Taoyuan, Taiwan
Taoyuan, Taiwan
Taoyuan, Taiwan
Hsinchu, Taiwan
Taipei, Taiwan
Israel
USA
Mauritius
Pingtung, Taiwan
Samoa
India
Vietnam
Malaysia
Philippines
Germany
Taoyuan, Taiwan
Sale and maintenance of electronic test instruments, etc.
Investment
Manufacturing, processing and retailing of software/hardware of
computers and peripherals
Sale and processing of gold wire
Design, manufacturing, installment and testing of automated
factory conveyor systems
Test of inductance, capacitance and resistance, and sale of parts
Sale and maintenance of test instruments, etc.
Test of inductance, capacitance and resistance, and sale of parts
Investment
Sale and maintenance of electronic test instruments etc.
Research and manufacture of LED generators
Sale and maintenance of electronic test instruments, etc.
Investment
Sale and research of RF device
Sale and maintenance of electronic test instruments, etc.
Sale and maintenance of electronic test instruments, etc.
Investment
Construction and development of residence, buildings and
specialized field; construction and investment of public works
Testing of LED products
Manufacturing of motorcycles and its parts
Monitoring instruments of nanoparticles
Development of cloud platform and Internet of Things systems
Automatic optical inspection equipment
Sale and maintenance of electronic test instruments, etc.
Investments
Sale and lease of motorcycles
Sale and research of RF device
Sale and maintenance of test instruments, etc.
Sale and maintenance of test instruments, etc.
Sale and maintenance of test instruments, etc.
Sale and maintenance of test instruments, etc.
Sale and maintenance of electronic test instruments, etc.
Testing of LED products
$ 271,873
186,514
165,146
480,715
533,000
122,884
112,328
98,217
80,000
54,026
238,746
29,895
38,301
273,800
147,125
29,628
12,217
17,500
247,096
117,311
142,140
57,000
2,342,340
64
185,686
3,750
42,245
3,056
6,219
4,199
610
1,073
11,250
$ 271,873

186,514

165,146

480,715

533,000

122,884

112,328

98,217

80,000

54,026

238,746

29,895

38,301

193,800

147,125

29,628

12,217

17,500

247,096

117,311

142,140

57,000

-

64

185,686

3,750

42,245

3,056

6,219

4,199

610

1,073

-

64,013

2,050

24,502

25,000

10,000

3,830

1,914

3,085

14,000

1

9,841

1,000

1,200

12,590

9

120

215

1,750

20,160

9,412

14,214

5,700

7,817

240

4,475

375

1,000

65

-

600

99

30

4,500
100.0
100.0
11.3
100.0
100.0
100.0
60.0
100.0
100.0
100.0
27.3
100.0
100.0
74.1
100.0
25.0
100.0
35.0
67.2
85.6
71.1
78.1
20.2
50.0
100.0
75.0
100.0
100.0
100.0
100.0
100.0
100.0
15.0
$ 1,090,020
782,959
538,926
431,515
478,363
171,580
158,915
97,192
101,449
105,878
123,748
69,756
53,227
88,636
(110,043)
(47,780)
113,189
17,621
11,596
49,951
117,588
34,582
2,230,935
203,191
868,118
40
9,825
3,353
3,881
4,300
3,454
9,680
6,685
$ 208,415

84,959

462,455

28,906

21,811

26,992

50,531

1,647

6,099

37,068

35,455

(49,353)

612

(28,441)

(41,212)

134,407

13,587

(124)

(21,607)

(11,500)

(2,607)

(11,778)

271,098
(Note)

134,407

84,999

-

(169)

1,202

839

221

2,142

12,985

(21,607)
$ 208,409

70,075

52,141

28,905

21,811

26,992

29,202

1,647

(1,904)

37,105

9,679

(49,451)

612

(19,739)

(41,636)

33,602

13,587

(43)

(14,511)

(9,841)

(1,853)

(9,197)

35,415


NA

NA

NA

NA

NA

NA

NA

NA

NA

NA
Subsidiary
Subsidiary
Associate
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Associate
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Joint venture
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Associate
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary

Note: Net income (loss) of investee from June 30, 2019, which was the acquisition date, to December 31, 2019.

  • 197 -

TABLE 9

CHROMA ATE INC. AND SUBSIDIARIES

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars or Foreign Currency, Unless Stated Otherwise)

Investee Company Main Businesses and Products Main Businesses and Products Paid-in Capital
(Note 2)
Method of Investment
(Note 1)
Method of Investment
(Note 1)

Accumulated
Outward
Remittance for
Investment from
Taiwan as of
January 1, 2019
(Note 3)
Remittance of Funds Remittance of Funds Accumulated
Outward
Remittance for
Investment from
Taiwan as of
December 31,
2019
(Note 3)
Net Income
(Loss) of the
Investee
Percentage of
Ownership in
Investment
Investment
Gain (Loss)
(Notes 4 and 5)
Carrying
Amount as of
December 31,
2019
(Note 2)
Accumulated
Inward
Remittance of
Earnings as of
December 31,
2019
Outward Inward
Chroma Electronics (Shenzhen)
Co., Ltd.
Chroma Electronics (Shanghai)
Co., Ltd.
Chroma (Shanghai) Trading Co.,
Ltd.
Hangzhou New Material Chroma
Co., Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Wei Kuang Automatic Equipment
(Nanjin) Co., Ltd.
Wei Kuang Automatic Equipment
(Xiamen) Co., Ltd.
Mou Kuan Technologies (Nanjin)
Co., Ltd.
Sajet System Technology
(Suzhou) Co., Ltd.
Sale of computerized automatic test systems,
peripherals and electronic test instruments
Sale of computerized automatic test systems,
peripherals and electronic test instruments
International and transit trading, commercial
simple processing and commercial
consulting service and etc.
Production and sale of semiconductor
connecting materials
Sale of computerized automatic test systems,
peripherals and electronic test instruments
Sale and maintenance of electronic equipment
and factory conveyor systems
Sale and maintenance of electronic equipment
and factory conveyor systems
Assembly, sale and maintenance of factory
conveyors and related systems and renders
related after-sales services
Research, development and design of
computer network security systems and
information management
$ 115,470
(HK$ 30,000)
89,940
(US$ 3,000)
80,946
(US$ 2,700)
44,970
(US$ 1,500)
113,924
(US$ 3,800)
51,105
(RMB
11,871)
49,150
(RMB
11,417)
7,478
(RMB
1,737)
36,050
(RMB
8,374)
b. Subsidiary of
Neworld
Electronics Ltd.
b. Subsidiary of
Neworld
Electronics Ltd.
b. Subsidiary of Chen
Hwa Technology
Inc.
b. Subsidiary of Chen
Hwa Technology
Inc.
b. Subsidiary of CHI
Incorporation Ltd.
b. Subsidiary of Wei
Kuang Mech. Eng.
Inc.
b. Subsidiary of Wei
Kuang Mech. Eng.
Inc.
b. Subsidiary of Wei
Kuang Mech. Eng.
Inc.
b. Subsidiary of Deep
Red Holding Co.,
Ltd.
$ 132,178
(HK$ 1,200
US$ 3,853)
101,993
(US$ 3,000)
84,988
(US$ 2,700)
9,091
(US$ 285)
121,115
(US$ 3,800)
43,751
(US$ 1,338)
49,935
(US$ 1,500)
92,000
(US$ 2,836)
(Note 9)
$ -
-
-
-
-
-
-
-

-
$ -

-

-

-

-

-

-

-

-
$ 132,178
(HK$ 1,200
US$ 3,853)

101,993
(US$ 3,000)

84,988
(US$ 2,700)

9,091
(US$ 285)

121,115
(US$ 3,800)

43,751
(US$ 1,338)

49,935
(US$ 1,500)

92,000
(US$ 2,836)

(Note 9)
$ 118,342
48,577
(918)
25,182
26,897
38,572
45,136
506

13,552
100
100
100
19
100
100
100
100
100
$ 118,342
48,577
(918)
-
26,897
38,572
45,136
506
13,552
$ 741,939

161,431

79,871

4,989

223,993

202,206

467,653

49,193

113,184
$ -

-

-

12,065
(US$ 368)

-

-

-

47,504
(US$ 1,552)

-
Accumulated Outward Remittance for
Investments in Mainland China as of
December 31, 2019
Investment Amounts Authorized by the
Investment Commission, MOEA
Upper Limit on the Amount of Investment
Stipulated by Investment Commission, MOEA
$635,051
(HK$1,200, US$19,312)
$725,060
(HK$1,400, US$22,076) (Note 6)
$8,693,257
(Note 7)

(Continued)

  • 198 -

Note 1: Methods of investment have following type:

  • a. Direct investment in mainland China.

  • b. Indirect investment in mainland China through an existing company in a third region. c. Other

Note 2: The amounts of paid-in capital and carrying value as of balance sheet date were translated into the New Taiwan dollars at the rates of HK$1=NT$3.849, US$1=NT$29.980, RMB1=NT$4.305 prevailing on December 31, 2019.

Note 3: The amounts of accumulated outflow of investment from Taiwan as of January 1, 2019 and December 31, 2019 were translated into the New Taiwan dollar on the original outflow day.

Note 4: Based on audited financial statements.

Note 5: Investment income (loss) was translated into the New Taiwan dollar at the average rate of HK$1=NT$3.945, US$1=NT$30.912, RMB1=NT$4.472 for the year ended December 31, 2019.

Note 6:

Approval Letter Approved Amount Approved Amount Approved Amount
a. Letter (1998) II-87710585 of Investment Commission of MOEA NT$ 5,852 (HK$ 1,400)
b. Letter (2000) II-89014726 and 89037430 of Investment Commission of MOEA NT$ 63,180 (US$ 2,000)
c. Letter (2001) II-89037430 of Investment Commission of MOEA NT$ 33,160 (US$ 1,000)
d. Letter II-91048640 of Investment Commission of MOEA NT$ 63,984 (US$ 1,853) (Note 8)
e. Letter II-90025170 of Investment Commission of MOEA NT$ 60,240 (US$ 1,750)
f. Letter II-092020235 of Investment Commission of MOEA NT$ 19,230 (US$ 560)
g. Letter II-092043358 of Investment Commission of MOEA NT$ 6,748 (US$ 200)
h. Letter II-093004076 of Investment Commission of MOEA NT$ 3,158 (US$ 95)
i. Letter II-094006092 of Investment Commission of MOEA NT$ 6,896 (US$ 219)
j. Letter II-09500052120 of Investment Commission of MOEA NT$ 81,528 (US$ 2,500)
k. Letter II-09600175700 of Investment Commission of MOEA NT$ 120,000 (US$ 3,699)
l. Letter II-096000006020 of Investment Commission of MOEA NT$ 66,580 (US$ 2,000)
m. Letter II-09600310110 of Investment Commission of MOEA NT$ 33,160 (US$ 1,000)
n. Letter II-09700186010 of Investment Commission of MOEA NT$ 46,110 (US$ 1,500)
o. Letter II-09700403210 of Investment Commission of MOEA NT$ 7,096 (US$ 210) (Note 9)
p. Letter II-10400042770 of Investment Commission of MOEA NT$ 78,240 (US$ 2,500)
q. Letter II-10600164500 of Investment Commission of MOEA NT$ 29,898 (US$ 990)

Note 7: The upper limit on investment was calculated in accordance with the regulations of the Investment Commission of the Ministry of Economic Affairs for 60% of the net equity or consolidated net equity.

Note 8: The Corporation invested accounts receivable amounting to US$853 thousand in Chroma Electronics (Shenzhen) Co., Ltd. through Neworld Electronics Ltd.

Note 9: The investment in Sajet Technology Inc. (liquidated on September 15, 2008) was authorized by the Investment Commission in 2004.

(Concluded)

  • 199 -

Chroma ATE Inc.

Financial Statements for the Years Ended December 31, 2019 and 2018 and Independent Auditors’ Report

-200-

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Chroma ATE Inc.

Opinion

We have audited the financial statements of Chroma ATE Inc. (the “Corporation”), which comprise the balance sheets as of December 31, 2019 and 2018, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2019 and 2018, 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 auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Corporation 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 financial statements for the year ended December 31, 2019. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

-201-

The key audit matters of the financial statements for the year ended December 31, 2019 are described as follows:

Impairment of Trade Receivables

As indicated in Notes 5 and 9, trade receivables are a significant account in the balance sheets of Chroma ATE Inc. The process of determining an impairment loss is subject to continuous assessment of uncollectible accounts. Management recognizes a loss allowance for lifetime Expected Credit Loss (ECL) on trade receivables under the regulations of IFRS 9 “Financial Instruments”. The measurement of ECL model involves management’s subjective judgements and assumptions regarding the credit risks which may have a significant impact on the loss allowance recognized from trade receivables; thus, we identified the impairment of trade receivables as a key audit matter.

We assessed the rationale of the Corporation’s policy on estimating allowance for trade receivables, tested the loss rates of ECL, inspected individual overdue receivables and made relevant inquiries, to draw a conclusion on lifetime ECL of trade receivables.

Valuation of Inventory Write-down

The Corporation’s inventories are consisted primarily of test instruments, which are widely used in technology industries such as power supply, passive components, semiconductor, LED, and solar energy. The Corporation adjusts its product portfolio in response to the rapid change in market and business cycle. Technological change or competition may result in the risk of inventories becoming unmarketable or prices fall due to lack of demand. As stated in Note 5, inventory valuation includes the consideration of whether such test instruments are obsolete or unmarketable and the estimation of their future demand. Since the valuation process involved significant assumptions and estimates from management, the valuation of inventories was deemed to be a key audit matter.

We assessed the rationale of the Corporation’s policy on estimating allowance for inventory valuation and obsolescence losses, and tested the accuracy of inventory aging report. In addition, we tested the recent selling prices of inventories and participated in an annual inventory count to observe the condition of inventories in order to evaluate the reasonableness of net realizable value of inventories.

Refer to Note 10 to the financial statements for the detailed information on inventories.

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Corporation’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 Corporation or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee, are responsible for overseeing the Corporation’s financial reporting process.

-202-

Auditors’ Responsibilities for the Audit of the Financial Statements

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

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

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

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

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

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

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

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Corporation to express an opinion on the 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 control that we identify during our audit.

We also provide those charged with governance with statements 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.

-203-

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2019 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Cheng-Ming Lee and Wen-Chi Kuo.

Deloitte & Touche Taipei, Taiwan Republic of China

February 26, 2020

Notice to Readers

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

For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.

-204-

CHROMA ATE INC.

BALANCE SHEETS DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6)

Financial assets at fair value through profit or loss - current (Note 7)
Notes receivable (Notes 9)
Notes receivable - related parties (Notes 9 and 26)
Trade receivables (Notes 5 and 9)
Trade receivables - related parties (Notes 9 and 26)
Other receivables - related parties (Note 26)
Inventories (Notes 5 and 10)
Prepayments
Other current assets (Note 26)

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Note 7)
Financial assets at fair value through other comprehensive income - non-current (Note 8)
Investments accounted for using equity method (Note 11)
Property, plant and equipment (Notes 12, 27 and 28)
Right-of-use assets
Investment properties (Notes 13 and 28)
Goodwill (Note 14)
Deferred tax assets (Note 21)
Prepayments for land and equipment (Note 28)
Refundable deposits

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Short-term borrowings (Note 15)

Contract liabilities - current (Note 19)

Notes payable (Note 26)

Trade payables

Trade payables - related parties (Note 26)

Other payables (Note 16)

Current tax liabilities (Note 21)

Lease liabilities - current

Current portion of long-term borrowings (Note 15)

Other current liabilities


Total current liabilities


NON-CURRENT LIABILITIES

Long-term borrowings (Note 15)

Deferred tax liabilities (Note 21)

Lease liabilities - non-current

Net defined benefit liabilities (Note 17)

Guarantee deposits received


Total non-current liabilities


Total liabilities


EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 18)

Ordinary share capital

Advance receipts for share capital

Capital surplus

Retained earnings

Legal reserve

Special reserve

Unappropriated earnings

Total retained earnings

Other equity

Treasury shares


Total equity


TOTAL
2019
Amount
%
$ 459,246
2
-
-
4,261
-
-
-
1,263,447
6
2,054,611
9
466,695
2
2,026,079
9
158,787
1

111,176

1


6,544,302
30

4,762
-
607,835
3
6,709,803
31
2,406,545
11
45,395
-
3,137,187
14
94,424
-
185,438
1
2,062,861
10

4,588

-

15,258,838
70

$ 21,803,140
100

$ 1,600,000
7

427,357
2

-
-

1,057,126
5

196,063
1

840,915
4

177,330
1

14,731
-

15,000
-

18,580

-



4,347,102
20



2,285,000
11

475,632
2

30,892
-

155,753
1

20,000

-



2,967,277
14



7,314,379
34



4,192,961
19


13,724

-


3,629,471
17


2,407,039
11

86,888
-

4,382,043
20


6,875,970
31


(187,651)

(1)


(35,714)

-


14,488,761
66


$ 21,803,140
100
2018

































































































Amount
%
$ 915,899
5

951,456
5

9,613
-

194
-

821,676
4

1,760,760
9

162,607
1

1,897,485
10

47,177
-

73,292

-

6,640,159
34

6,807
-

613,836
3

5,082,361
26

2,493,620
13

-
-

3,137,187
16

94,424
1

170,635
1

1,082,451
6

5,405

-
12,686,726
66
$ 19,326,885
100
$ 630,000
3

31,014
-

105
-

979,904
5

12,787
-

667,068
4

214,898
1

-
-

-
-

15,961

-

2,551,737
13

1,800,000
9

412,043
2

-
-

152,393
1

692

-

2,365,128
12

4,916,865
25

4,167,794
22

-

-

3,469,637
18

2,152,411
11

86,888
-

4,555,760
24

6,795,059
35

13,244

-

(35,714)

-
14,410,020
75
$ 19,326,885
100

The accompanying notes are an integral part of the financial statements.

-205-

CHROMA ATE INC.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 19 and 26)
Sales

Less: Sales returns
Sales allowances

Net operating revenue
OPERATING COSTS (Notes 10, 20 and 26)

GROSS PROFIT
UNREALIZED LOSS ON TRANSACTIONS WITH
SUBSIDIARIES AND ASSOCIATES

REALIZED GROSS PROFIT

OPERATING EXPENSES (Notes 20 and 26)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit (gain) loss

Total operating expenses

PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
Finance costs (Note 20)
Share of profit of subsidiaries, associates and joint
ventures, net (Note 11)
Interest income (Note 26)
Rental income (Note 26)
Dividend income
Other income (Note 26)
Gain on disposal of property, plant and equipment,
net
Net foreign exchange (loss) gain (Note 30)
Gain on financial assets at fair value through profit
or loss, net
Other expenses

Total non-operating income and expenses
2019
Amount
%
$ 8,134,351
100
(2,807)
-

(20,511)

-

8,111,033
100
(3,970,120)
(49)

4,140,913
51

(48,359)

-


4,092,554
51

812,636
10
454,868
6
1,171,660
14

(37,000)

-


2,402,164
30


1,690,390
21

(35,680)
-
420,917
5
9,524
-
18,471
-
38,427
1
53,340
1
1,196
-
(46,438) (1)
725
-

(497)

-


459,985

6
2018

































Amount
%
$ 7,551,259
100

(2,714)
-

(1,705)

-

7,546,840
100
(3,619,263)
(48)

3,927,577
52

(10,857)

-

3,916,720
52

788,086
11

468,125
6

1,143,397
15

3,000

-

2,402,608
32

1,514,112
20

(21,760)
-

1,222,318
16

8,903
-

18,327
-

22,880
1

72,902
1

1
-

84,517
1

6,493
-

(85)

-

1,414,496
19
(Continued)

-206-

CHROMA ATE INC.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

PROFIT BEFORE INCOME TAX

INCOME TAX EXPENSE (Note 21)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans
Unrealized (loss) gain on investments in equity
investments designated as at fair value through
other comprehensive income
Share of the other comprehensive loss of
subsidiaries, associates and joint ventures
accounted for using the equity method
Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translating the financial
statements of foreign operations
Share of the other comprehensive loss of
subsidiaries, associates and joint ventures
accounted for using the equity method

Total other comprehensive (loss) income

TOTAL COMPREHENSIVE INCOME

EARNINGS PER SHARE (NT$; Note 22)
Basic
Diluted
2019
Amount
%
$ 2,150,375
27

295,894

4


1,854,481
23

(13,552)
-
(6,001)
-
(126)
-
(111,244) (1)

(114,957)
(2)


(245,880)
(3)

$ 1,608,601
20

$ 4.48
$ 4.42
2018














Amount
%
$ 2,928,608
39

382,333

5

2,546,275
34

(4,618)
-

16,832
-

(4,666)
-

(6,229)
-

(1,010)

-

309

-
$ 2,546,584
34
$ 6.22
$ 6.08




The accompanying notes are an integral part of the financial statements.

(Concluded)

-207-

CHROMA ATE INC.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

Ordinary Share
Capital Collected in
Capital
Advance
Capital Surplus
BALANCE AT JANUARY 1, 2018
$ 4,118,942
$ -
$ 3,187,289

Appropriation of the 2017 earnings
Legal reserve
-
-
-
Cash dividends - NT$4.5 per share
-
-
-
Change in capital surplus from investments in subsidiaries, associates and
joint ventures accounted for using the equity method
-
-
(267 )
Net profit for the year ended December 31, 2018
-
-
-
Other comprehensive income (loss) for the year ended December 31,
2018

-

-

-

Total comprehensive income (loss) for the year ended December 31,
2018

-

-

-

Conversion of convertible bonds
16,141
-
84,486
Buy-back of treasury shares
-
-
-
Cancelation of treasury shares
(840 )
-
-
Adjustment of capital surplus for corporation's cash dividends received
by subsidiaries
-
-
8,572
Changes in percentage of ownership interests in subsidiaries
-
-
-
Share-based payment transaction
33,551
-
189,557
Disposals of investments in equity instruments designated as at fair value
through other comprehensive income
-
-
-
Adjustments to share of changes in equities of subsidiaries, associates
and joint ventures accounted for using the equity method

-

-

-

BALANCE AT JANUARY 1, 2019
4,167,794
-
3,469,637
Appropriation of the 2018 earnings
Legal reserve
-
-
-
Cash dividends - NT$4.2 per share
-
-
-
Change in capital surplus from investments in subsidiaries, associates and
joint ventures accounted for using the equity method
-
-
10,250
Net profit for the year ended December 31, 2019
-
-
-
Other comprehensive loss for the year ended December 31, 2019

-

-

-

Total comprehensive income (loss) for the year ended December 31,
2019

-

-

-

Buy-back of treasury shares
-
-
-
Cancelation of treasury shares
(1,009 )
-
-
Adjustment of capital surplus for corporation's cash dividends received
by subsidiaries
-
-
8,003
Changes in percentage of ownership interests in subsidiaries
-
-
-
Exercise of employee stock options
26,176
13,724
119,085
Share-based payment transaction

-

-

22,496

BALANCE AT DECEMBER 31, 2019
$ 4,192,961
$ 13,724
$ 3,629,471
Retained Earnings Total

$ 6,107,426

-
(1,854,424 )
-
2,546,275

(5,322)


2,540,953

-
-
-
-
(2,107 )
-
4,241

(1,030)

6,795,059
-
(1,750,896 )
-
1,854,481

(14,132)


1,840,349

-
-
-
(8,542 )
-

-

$ 6,875,970
Other Equity Total
Treasury Shares
$ (39,618 )
$ (35,714 )

-
-
-
-
-
-
-
-

5,631

-


5,631

-

-
-
-
(840 )
-
840
-
-
-
-
51,472
-
(4,241 )
-

-

-

13,244
(35,714 )
-
-
-
-
-
-
-
-

(231,748)

-


(231,748)

-

-
(1,009 )
-
1,009
-
-
-
-
-
-

30,853

-

$ (187,651)
$ (35,714)
Total Equity
$ 13,338,325
-
(1,854,424 )
(267 )
2,546,275

309

2,546,584
100,627
(840 )
-
8,572
(2,107 )
274,580
-

(1,030)
14,410,020
-
(1,750,896 )
10,250
1,854,481

(245,880)

1,608,601
(1,009 )
-
8,003
(8,542 )
158,985

53,349
$ 14,488,761
Unrealized Gain
Exchange
(Loss) on
Differences on
Financial Assets at
Translating the
Fair Value
Financial
Through Other
Statements of
Comprehensive
Unearned
Foreign Operations
Income
Employee Benefit
$ (97,633 )
$ 151,864
$ (93,849 )

-
-
-
-
-
-
-
-
-
-
-
-

(7,239)

12,870

-


(7,239)

12,870

-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
51,472
-
(4,241 )
-

-

-

-

(104,872 )
160,493
(42,377 )
-
-
-
-
-
-
-
-
-
-
-
-

(226,201)

(5,547)

-


(226,201)

(5,547)

-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-

-

30,853

$ (331,073)
$ 154,946
$ (11,524)







Unappropriated
Legal Reserve
Special Reserve
Earnings
$ 1,896,570
$ 86,888
$ 4,123,968

255,841
-
(255,841 )
-
-
(1,854,424 )
-
-
-
-
-
2,546,275

-

-

(5,322)


-

-

2,540,953

-
-
-
-
-
-
-
-
-
-
-
-
-
-
(2,107 )
-
-
-
-
-
4,241

-

-

(1,030)

2,152,411
86,888
4,555,760
254,628
-
(254,628 )
-
-
(1,750,896 )
-
-
-
-
-
1,854,481

-

-

(14,132)


-

-

1,840,349

-
-
-
-
-
-
-
-
-
-
-
(8,542 )
-
-
-

-

-

-

$ 2,407,039
$ 86,888
$ 4,382,043

The accompanying notes are an integral part of the financial statements.

-208-

CHROMA ATE INC.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit (gain) loss recognized on trade receivables
Net gain on financial assets at fair value through profit or loss
Finance costs
Interest income
Dividend income
Compensation costs of share-based payments
Share of profit of subsidiaries, associates and joint ventures
accounted for using the equity method
Gain on disposal of property, plant and equipment
Write-downs of inventories
Unrealized gain on transactions with subsidiaries and associates
Net loss (gain) on foreign currency exchange
Net changes in operating assets and liabilities
Notes receivable
Trade receivables
Inventories
Prepayments
Other current assets
Contract liabilities
Notes payable
Trade payables
Other payables
Other current liabilities
Net defined benefit liabilities

Cash generated from operations
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Payments to acquire financial assets at fair value through other
comprehensive income
Cash returned of capital reduction of financial assets at fair value
through other comprehensive income
Payments to acquire financial assets at fair value through profit or loss
Proceeds from disposal of financial assets at fair value through profit
or loss
Payments to acquire investments accounted for using the equity
method

Payments for property, plant and equipment
2019
$ 2,150,375

214,414
-
(37,000)
(725)
35,680
(9,524)
(38,427)
53,004
(420,917)
(1,196)
35,076
48,359
71,524
5,546
(774,916)
(193,575)
(111,610)
(37,857)
396,343
(105)
270,824
174,281
2,619
(10,192)

1,822,001
(284,676)

1,537,325

-
-

(400,000)
1,354,226
(2,342,340)
(72,011)
2018
$ 2,928,608
176,530
960

3,000

(6,493)
21,760

(8,903)

(22,880)
78,596
(1,222,318)

(1)
21,000
10,857
(62,225)
(4,237)

553,062

(761)

53,689

37,689
(30,579)

(3,685)
(422,570)
(51,971)
(168)

(9,657)
2,039,303

(224,349)

1,814,954
(67,800)
5,262
(1,745,000)
1,631,577

-

(133,241)
(Continued)

-209-

CHROMA ATE INC.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

Proceeds from disposal of property, plant and equipment

Increase in refundable deposits
(Increase) decrease in other receivables - related parties
Increase in prepayments for equipment

Interest received
Dividends received

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings
Proceeds from long-term borrowings
Repayments of long-term borrowings

Increase in guarantee deposits
Repayment of the principal portion of lease liabilities
Cash dividends paid

Exercise of employee stock options
Payments for buy-back of ordinary shares
Payments to acquire subsidiary
Interest paid

Net cash used in financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE
OF CASH HELD IN FOREIGN CURRENCIES

NET DECREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2019
$ 15,503

817
(2,972)
(1,003,176)
9,490
684,955

(1,755,508)

970,000
1,600,000
(1,100,000)
19,308
(17,452)
(1,750,896)
158,985
(1,009)
(80,000)
(35,053)

(236,117)

(2,353)

(456,653)
915,899

$ 459,246
2018
$ 6,949
(3,070)

5,409
(1,519,652)
9,173

627,585
(1,182,808)
330,000
900,000
(1,200,000)
123

-
(1,854,424)
195,755

(840)

(121,970)

(30,989)
(1,782,345)

20,027
(1,130,172)

2,046,071
$ 915,899

The accompanying notes are an integral part of the financial statements.

(Concluded)

-210-

NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

CHROMA ATE INC.

1. GENERAL INFORMATION

Chroma ATE Inc. (the “Corporation”) was incorporated in the Republic of China (“ROC”) in November 1984. The Corporation mainly designs, assembles, calibrates, manufactures, sells, repairs and maintains software/hardware for computers and peripherals, computerized automatic test systems, electronic test instruments, signal generators, power supplies, telecom power supplies, etc. as well as serves as an agent to sell these products. The Corporation’s shares have been listed on the Taiwan Stock Exchange since December 21, 1996.

The financial statements are presented in the Corporation’s functional currency, the New Taiwan dollar (NTD).

2. APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved by the Corporation’s board of directors on February 26, 2020.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

  • a. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)

Except for the following, the initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC would not have any material impact on the Corporation’s accounting policies:

 IFRS 16 “Leases”

IFRS 16 provides a comprehensive model for the identification of lease arrangements and their treatment in the financial statements of both lessees and lessor. It supersedes IAS 17 “Leases”, IFRIC 4 “Determining whether an Arrangement contains a Lease”, and a number of related interpretations. Refer to Note 4 for information relating to the relevant accounting policies.

-211-

Definition of a lease

The Corporation elects to apply the guidance of IFRS 16 in determining whether contracts are, or contain, a lease only to contracts entered into (or changed) on or after January 1, 2019. Contracts identified as containing a lease under IAS 17 and IFRIC 4 are not reassessed and are accounted for in accordance with the transitional provisions under IFRS 16.

The Corporation as lessee

The Corporation recognizes right-of-use assets and lease liabilities for all leases on the balance sheets except for those whose payments under low-value and short-term leases are recognized as expenses on a straight-line basis. On the statements of comprehensive income, the Corporation presents the depreciation expense charged on right-of-use assets separately from the interest expense accrued on lease liabilities; interest is computed using the effective interest method. On the statements of cash flows, cash payments for the principal portion of lease liabilities are classified within financing activities; cash payments for the interest portion are classified within financing activities. Prior to the application of IFRS 16, payments under operating lease contracts were recognized as expenses on a straight-line basis. Cash flows for operating leases were classified within operating activities on the statements of cash flows.

The Corporation elected to apply IFRS 16 retrospectively with the cumulative effect of the initial application of this standard recognized on January 1, 2019. Comparative information was be restated.

Lease liabilities were recognized on January 1, 2019 for leases previously classified as operating leases under IAS 17. Lease liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019. Right-of-use assets are measured at an amount equal to the lease liabilities. The Corporation applies IAS 36 to all right-of-use assets.

The Corporation also applies the following practical expedients:

  • 1) The Corporation applies a single discount rate to a portfolio of leases with reasonably similar characteristics to measure lease liabilities.

  • 2) The Corporation accounts for those leases for which the lease term ends on or before December 31, 2019 as short-term leases.

  • 3) The Corporation excludes initial direct costs from the measurement of right-of-use assets on January 1, 2019.

  • 4) The Corporation uses hindsight, such as in determining lease terms, to measure lease liabilities.

-212-

The Corporation as lessor

The Corporation does not make any adjustments for leases in which it is a lessor and it accounts for those leases with the application of IFRS 16 starting from January 1, 2019.

The impact on assets, liabilities and equity as of January 1, 2019 from the initial application of IFRS 16 is set out as follows:

Adjustments
As Originally Arising from
Stated on Initial Restated on
January 1, 2019 Application January 1, 2019
Right-of-use assets
$
- $ 42,875 $ 42,875
Total effect on assets $ - $ 42,875 $ 42,875
Lease liabilities - current $ - $ 15,933 $ 15,933
Lease liabilities - non-current -
26,942

26,942
Total effect on liabilities $ - $ 42,875 $ 42,875
  • b. The IFRSs endorsed by the FSC for application starting from 2020
New IFRSs
Amendments to IFRS 3 “Definition of a Business”

Amendments to IFRS 9, IAS 39 and IFRS 7 “Interest Rate Benchmark
Reform”

Amendments to IAS 1 and IAS 8 “Definition of Material”
Effective Date
Announced by IASB
January 1, 2020 (Note 1)
January 1, 2020 (Note 2)
January 1, 2020 (Note 3)
  • Note 1: The Corporation shall apply these amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020 and to asset acquisitions that occur on or after the beginning of that period.

  • Note 2: The Corporation shall apply these amendments retrospectively for annual reporting periods beginning on or after January 1, 2020.

  • Note 3: The Corporation shall apply these amendments prospectively for annual reporting periods beginning on or after January 1, 2020.

  • Amendments to IFRS 3 “Definition of a Business”

The amendments clarify that, to be considered a business, an acquired set of activities and assets must include, at a minimum, an input and a substantive process applied to the input that together significantly contribute to the ability to create outputs. The amendments narrow the definitions of outputs by focusing on goods and services provided to customers, and the reference to an ability to reduce costs is removed. Moreover, the amendments remove the assessment of whether market participants are capable of replacing any missing inputs or processes and continuing to produce outputs. In addition, the amendments introduce an optional concentration test that permits a simplified assessment of whether or not an acquired set of activities and assets is a business.

-213-

  • Amendments to IAS 1 and IAS 8 “Definition of material”

The amendments are intended to make the definition of material in IAS 1 easier to understand and are not intended to alter the underlying concept of materiality in IFRSs. The concept of “obscuring” material information with immaterial information has been included as part of the new definition. The threshold for materiality influencing users has been changed from “could influence” to “could reasonably be expected to influence”.

Except for the above impact, the Corporation is continuously assessing the possible impact that the application of other standards and interpretations will have on the Corporation’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

  • c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
New IFRSs
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture”

IFRS 17 “Insurance Contracts”

Amendments to IAS 1 “Classification of Liabilities as Current or
Non-current”
Effective Date
Announced by IASB (Note)
To be determined by IASB
January 1, 2021
January 1, 2022

Note: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

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

The amendments clarify that for a liability to be classified as non-current, the Corporation shall assess whether it has the right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period. If such rights are in existence at the end of the reporting period, the liability is classified as non-current regardless of whether the Corporation will exercise that right. The amendments also clarify that, if the right to defer settlement is subject to compliance with specified conditions, the Corporation must comply with those conditions at the end of the reporting period even if the lender does not test compliance until a later date.

The amendments stipulate that, for the purpose of liability classification, the aforementioned settlement refers to a transfer of cash, other economic resources or the Corporation’s own equity instruments to the counterparty that results in the extinguishment of the liability. However, if the terms of a liability that could, at the option of the counterparty, result in its settlement by a transfer of the Corporation’s own equity instruments, and if such option is recognized separately as equity in accordance with IAS 32: Financial Instruments: Presentation, the aforementioned terms would not affect the classification of the liability.

Except for the above impacts, the Corporation is continuously assessing the possible impacts that the application of other standards and interpretations will have on the Corporation’s financial position and financial performance, and will disclose the relevant impacts when the assessment is completed.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • a. Statement of compliance

The financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

-214-

  • b. Basis of preparation

The financial statements have been prepared on the historical cost basis except for financial instruments measured at fair value and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.

The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for an asset or liability.

When preparing these financial statements, the Corporation used the equity method to account for its investment in subsidiaries, associates and joint ventures. In order for the amounts of the net profit for the year, other comprehensive income for the year and total equity in the financial statements to be the same with the amounts attributable to the owner of the Corporation in its financial statements, adjustments arising from the differences in accounting treatment between the basis and the consolidated basis were made to investments accounted for using the equity method, share of profit or loss of subsidiaries, associates and joint ventures, share of other comprehensive income of subsidiaries, associates and joint ventures and related equity items, as appropriate, in these financial statements.

  • c. Classification of current and non-current assets and liabilities

Current assets include:

  • 1) Assets held primarily for the purpose of trading;

  • 2) Assets expected to be realized within 12 months after the reporting period; and

  • 3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

Current liabilities include:

  • 1) Liabilities held primarily for the purpose of trading;

  • 2) Liabilities due to be settled within 12 months after the reporting period; and

  • 3) Liabilities for which the Corporation does not have an unconditional right to defer settlement for at least 12 months after the reporting period.

Assets and liabilities that are not classified as current are classified as non-current.

  • d. Foreign currencies

In preparing the Corporation’s financial statements, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

-215-

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which case, the exchange differences are also recognized directly in other comprehensive income.

Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction (i.e., not retranslated).

  • e. Inventories

Inventories consist of raw materials, semi-finished goods, finished goods and work-in-process, which are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at standard cost and adjusted to approximate weighted-average cost on the balance sheet date.

  • f. Investments accounted for using the equity method

Investments in subsidiaries, associates and joint ventures are accounted for by the equity method.

  • 1) Investment in subsidiaries

A subsidiary is an entity that is controlled by the Corporation.

Under the equity method, an investment in a subsidiary is initially recognized at cost and adjusted thereafter to recognize the Corporation's share of the profit or loss and other comprehensive income of the subsidiary. The Corporation also recognizes the changes in the Corporation’s share of equity of subsidiaries attributable to the Corporation.

Changes in the Corporation’s ownership interest in a subsidiary that do not result in the Corporation losing control of the subsidiary are equity transactions. The Corporation recognizes directly in equity any difference between the carrying amount of the investment and the fair value of the consideration paid or received.

When the Corporation’s share of losses of a subsidiary equals or exceeds its interest in that subsidiary (which includes any carrying amount of the investment in subsidiary accounted for using the equity method and long-term interests that, in substance, form part of the Corporation’s net investment in the subsidiary), the Corporation continues recognizing its share of further losses.

Any excess of the cost of acquisition over the Corporation’s share of the net fair value of the identifiable assets and liabilities of a subsidiary at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Corporation’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition is recognized immediately in profit or loss.

-216-

The Corporation assesses its investment for any impairment by comparing the carrying amount with the estimated recoverable amount as assessed based on the investee’s financial statements as a whole. Impairment loss is recognized when the carrying amount exceeds the recoverable amount. If the recoverable amount of the investment subsequently increases, the Corporation recognizes reversal of the impairment loss; the adjusted post-reversal carrying amount should not exceed the carrying amount that would have been recognized (net of amortization or depreciation) had no impairment loss been recognized in prior years. An impairment loss recognized on goodwill cannot be reversed in a subsequent period.

When the Corporation loses control of a subsidiary, it recognizes the investment retained in the former subsidiary at its fair value at the date when control is lost. The difference between the fair value of the retained investment plus any consideration received and the carrying amount of previous investment at the date when control is lost is recognized as a gain or loss in profit or loss. Besides, the Corporation accounts for all amounts previously recognized in other comprehensive income in relation to that subsidiary on the same basis as would be required if the Corporation had directly disposed of the related assets or liabilities.

Profits and losses resulting from downstream transactions are eliminated in full in the Corporation’s financial statement. Profits and losses resulting from upstream transactions and transactions between subsidiaries are recognized in the Corporation’s financial statements only to the extent of interests in the subsidiaries that are not related to the Corporation.

  • 2) Investments in associates and joint ventures

An associate is an entity over which the Corporation has significant influence and which is neither a subsidiary nor an interest in a joint venture. A joint venture is a joint arrangement whereby the Corporation and other parties that have joint control of the arrangement have rights to the net assets of the arrangement.

Under the equity method, investments in an associate and a joint venture are initially recognized at cost and adjusted thereafter to recognize the Corporation’s share of the profit or loss and other comprehensive income of the associate and joint venture. The Corporation also recognizes the changes in the Corporation’s share of equity of the associates and joint ventures attributable to the Corporation.

Any excess of the cost of acquisition over the Corporation’s share of the net fair value of the identifiable assets and liabilities of an associate or a joint venture at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Corporation’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.

When the Corporation subscribes for additional new shares of an associate and joint venture at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Corporation’s proportionate interest in the associate and joint venture. The Corporation records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in capital surplus from investments in associates and joint ventures accounted for using the equity method. If the Corporation’s ownership interest is reduced due to its additional subscription of the new shares of the associate and joint venture, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate and joint venture is reclassified to profit or loss on the same basis as would be required had the investee directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using the equity method is insufficient, the shortage is debited to retained earnings.

-217-

When the Corporation’s share of losses of an associate and a joint venture equals or exceeds its interest in that associate and joint venture (which includes any carrying amount of the investment accounted for using the equity method and long-term interests that, in substance, form part of the Corporation’s net investment in the associate and joint venture), the Corporation discontinues recognizing its share of further losses. Additional losses and liabilities are recognized only to the extent that the Corporation has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate and joint venture.

The entire carrying amount of the investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is not allocated to any asset, including goodwill, that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

The Corporation discontinues the use of the equity method from the date on which its investment ceases to be an associate and a joint venture. Any retained investment is measured at fair value at that date, and the fair value is regarded as its fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate and the joint venture attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate and the joint venture. The Corporation accounts for all amounts previously recognized in other comprehensive income in relation to that associate and joint venture on the same basis as would be required had that associate directly disposed of the related assets or liabilities. If an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the Corporation continues to apply the equity method and does not remeasure the retained interest.

When a group entity transacts with its associate and joint venture, profits and losses resulting from the transactions with the associate and joint venture are recognized in the Corporation’s financial statements only to the extent that interests in the associate and the joint venture are not related to the Corporation.

  • g. Property, plant and equipment

Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment loss.

Property, plant and equipment in the course of construction are measured at cost less any recognized impairment loss. Cost includes professional fees and borrowing cost eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for their intended use.

Depreciation is recognized using the straight-line method. Each significant part is depreciated separately. If a lease term is shorter than the assets’ useful lives, such assets are depreciated over the lease term. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

  • h. Investment properties

Investment properties are properties held to earn rentals and/or for capital appreciation (including property under construction for such purposes). Investment properties also include land held for a currently undetermined future use.

-218-

Investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method.

Investment properties under construction are measured at cost less accumulated impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Depreciation of these assets commences when the assets are ready for their intended use.

On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.

i. Goodwill

For the purposes of impairment testing, goodwill is allocated to each of the Corporation’s cash-generating units or groups of cash-generating units (referred to as “cash-generating units”) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually or more frequently when there is an indication that the unit may be impaired, by comparing its carrying amount, including the attributed goodwill, with its recoverable amount. However, if the goodwill allocated to a cash-generating unit was acquired in a business combination during the current annual period, that unit shall be tested for impairment before the end of the current annual period. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then pro rata to the other assets of the unit based on the carrying amount of each asset in the unit. Any impairment loss is recognized directly in profit or loss. An impairment loss recognized on goodwill is not reversed in subsequent periods.

If goodwill has been allocated to a cash-generating unit and the entity disposes of an operation within that unit, the goodwill associated with the operation which is disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal and is measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit retained.

j. Impairment of tangible assets

At the end of each reporting period, the Corporation reviews the carrying amounts of its tangible asset, to determine whether there is any indication that those assets have suffered any impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Corporation estimates the recoverable amount of the CGUs to which the asset belongs. Corporate assets are allocated to the individual cash-generating units on a reasonable and consistent basis of allocation.

The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

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k. Financial instruments

Financial assets and financial liabilities are recognized when the Corporation becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.

1) Financial assets

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

  • a) Measurement categories

Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost and equity instruments at FVTOCI.

i. Financial asset at FVTPL

Financial assets are classified as at FVTPL when such a financial asset is mandatorily classified as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI.

Financial assets at FVTPL are subsequently measured at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any dividends or interest earned on such a financial asset. Fair value is determined in the manner described in Note 25.

  • ii. Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

  • ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, trade receivables at amortized cost and refundable deposits, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:

  • i) Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial asset; and

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  • ii) Financial assets that are not credit-impaired on purchase or origination but have subsequently become credit-impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.

A financial asset is credit impaired when one or more of the following events have occurred:

  • i) Significant financial difficulty of the issuer or the borrower;

  • ii) Breach of contract, such as a default;

  • iii) It is becoming probable that the borrower will enter bankruptcy or undergo a financial reorganization; or

  • iv) The disappearance of an active market for that financial asset because of financial difficulties.

Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

  • iii. Investments in equity instruments at FVTOCI

On initial recognition, the Corporation may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, instead, it will be transferred to retained earnings.

Dividends on these investments in equity instruments are recognized in profit or loss when the Corporation’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

  • b) Impairment of financial assets

The Corporation recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables).

The Corporation always recognizes lifetime expected credit losses (i.e. ECLs) for trade receivables. For all other financial instruments, the Corporation recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the financial instrument has not increased significantly since initial recognition, the Corporation measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.

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Expected credit losses reflect the weighted average of credit losses with the respective risks of a default occurring as the weights. Lifetime ECLs represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

For internal credit risk management purposes, the Corporation determines that the following situations indicate that a financial asset is in default (without taking into account any collateral held by the Corporation):

  • i. Internal or external information show that the debtor is unlikely to pay its creditors.

  • ii. When a financial asset is more than 90 days past due unless the Corporation has reasonable and corroborative information to support a more lagged default criterion.

The Corporation recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.

  • c) Derecognition of financial assets

The Corporation derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in an equity instrument at FVTOCI, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.

2) Equity instruments

Debt and equity instruments issued by the Corporation are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments issued by the Corporation are recognized at the proceeds received, net of direct issue costs.

Repurchase of the Corporation’s own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or cancellation of the Corporation’s own equity instruments.

  • 3) Financial liabilities

  • a) Subsequent measurement

Except for financial liabilities at FVTPL, all financial liabilities are measured at amortized cost using the effective interest method.

Financial liabilities at FVTPL are stated at fair value, with any gain or loss arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any interest or dividend paid on such financial liability. Fair value is determined in the manner described in Note 25.

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b) Derecognition of financial liabilities

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

  • l. Warranty provisions

Provisions are measured at the best estimate of the discounted cash flows of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Provisions for the expected cost of warranty obligations to assure that products comply with agreed-upon specifications are recognized on the date of sale of the relevant products at the best estimate by the management of the Corporation of the expenditures required to settle the obligations.

m. Revenue recognition

The Corporation identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.

Revenue from sale of goods comes from sales of test instruments. Revenue is recognized when the goods are delivered to the customer’s specific location or the goods are shipped because it is the time when the customer has full discretion over the manner of distribution and bears the risks of obsolescence. Trade receivables are recognized concurrently. The transaction price received is recognized as a contract liability until the goods are delivered to the customer.

The Corporation does not recognize revenue on materials delivered to subcontractors because this delivery does not involve a transfer of control.

n. Leases

2019

At the inception of a contract, the Corporation assesses whether the contract is, or contains, a lease.

1) The Corporation as lessor

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.

2) The Corporation as lessee

The Corporation recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.

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Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the balance sheets.

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.

Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Corporation uses the lessee’s incremental borrowing rate.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term or others, the Corporation remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the balance sheets.

2018

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

  • 1) The Corporation as lessor

Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease.

  • 2) The Corporation as lessee

Operating lease payments are recognized as expenses on a straight-line basis over the lease term.

o. Borrowing costs

Borrowing costs directly attributable to an acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time that the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

Other than stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.

  • p. Government grants

Government grants are not recognized until there is reasonable assurance that the Corporation will comply with the conditions attached to them and that the grants will be received.

Government grants are recognized in profit or loss on a systematic basis over the periods in which the Corporation recognizes as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Corporation should purchase, construct or otherwise acquire non-current assets are recognized as deferred revenue and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.

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Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Corporation with no future related costs are recognized in profit or loss in the period in which they become receivable.

  • q. Employee benefits

  • 1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Corporation’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

3) Other long-term employee benefits

Other long-term employee benefits are accounted for in the same way as the accounting required for defined benefit plans except that remeasurement is recognized in profit or loss.

  • r. Share-based Payment Arrangements

Employee share options and restricted shares for employees that are granted to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. The fair value at the grant date of the employee share options and restricted shares for employees is expensed on a straight-line basis over the vesting period, based on the Corporation's best estimate of the number of shares or options that are expected to ultimately vest, with a corresponding increase in capital surplus - employee share options and other equity - unearned employee benefits. It is recognized as an expense in full at the grant date if vested immediately.

When restricted shares for employees are issued, other equity - unearned employee benefits is recognized on the grant date, with a corresponding increase in capital surplus - restricted shares for employees. If restricted shares for employees are granted for consideration and should be returned once the employee resigns, they are recognized as payables. Dividends paid to employees on restricted shares that do not need to be returned if employees resign in the vesting period are recognized as expenses when the dividends are declared with a corresponding adjustment in retained earnings and capital surplus - restricted shares for employees.

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At the end of each reporting period, the Corporation revises its estimate of the number of employee share options and restricted shares for employees expected to vest. The impact of the revision of the original estimates is recognized in profit or loss such that the cumulative expenses reflect the revised estimate, with a corresponding adjustment to capital surplus - employee share options and capital surplus - restricted shares for employees.

  • s. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

1) Current tax

According to the Income Tax Law in the ROC, an additional tax at 10% of unappropriated earnings is provided for as income tax in the year the shareholders approve to retain earnings.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

  • 2) Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, except where the Corporation is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are recognized only to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences based on the manner in which the Corporation expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

3) Current and deferred taxes for the year

Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively. Where current tax or deferred tax arises from acquisition of a subsidiary, the tax effect is included in the accounting for the acquisition of a subsidiary.

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5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Corporation’s accounting policies, management is required to make judgments, estimations and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revision affects only that period, or in the period of the revision and future periods if the revisions affect both current and future periods.

a. Estimated impairment of trade receivables

The provision for impairment of trade receivables is based on assumptions about risk of default and expected loss rates. The Corporation uses judgment in making these assumptions and in selecting the inputs to the impairment calculation, based on the Corporation’s historical experience, existing market conditions as well as forward looking estimates as of the end of each reporting period. For details of the key assumptions and inputs used, see Note 9. Where the actual future cash flows are less than expected, a material impairment loss may arise.

b. Write-down of inventories

The net realizable value of inventories is the estimated selling price in the ordinary course of business less the estimated costs of completion and disposal. The estimation of net realizable value is based on current market conditions and the historical experience with product sales of a similar nature. Changes in market conditions may have a material impact on the estimation of net realizable value.

6. CASH AND CASH EQUIVALENTS

Cash on hand

Checking accounts and demand deposits

**December 31 ** **December 31 **


2019
$ 2,232

457,014

$ 459,246
2018
$ 2,434

913,465
$ 915,899

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

Mandatorily at FVTPL-current
Non-derivative financial assets
Open-end beneficiary certificates

Mandatorily at FVTPL-non-current
Non-derivative financial assets
Open-end beneficiary certificates
December 31 December 31

2019
$ -

$ 4,762
2018
$ 951,456
$ 6,807

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8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

Investments in equity instruments-non-current
Domestic listed ordinary shares

Domestic unlisted ordinary shares

December 31 December 31


2019
$ 407,798

200,037

$ 607,835
2018
$ 431,797

182,039
$ 613,836

These investments in equity instruments are not held for trading. Instead, they are held for medium to long-term strategic purposes. Refer to Table 3 for the detailed information. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Corporation’s strategy of holding these investments for long-term purposes.

9. NOTES RECEIVABLE AND TRADE RECEIVABLES

Gross carrying amount at amortized cost

Less: Allowance for impairment loss

Gross carrying amount at amortized cost - related parties

December 31 December 31



2019
$ 1,309,077

(41,369)

1,267,708
2,054,611

$ 3,322,319
2018
$ 909,711

(78,422)
831,289

1,760,954
$ 2,592,243

The average credit period for sales of goods is 60 to 90 days from the date when the goods were inspected and accepted by customers, and no interest was charged on trade receivables. Before accepting any new customer, the Corporation uses an external credit scoring system to assess the potential customer’s credit quality and defines credit limits by customer. Customers’ limits and scores are reviewed irregularly every year. Most of the trade receivables that are neither past due nor impaired have the best credit score under the external credit scoring system used by the Corporation.

The Corporation applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of lifetime expected loss provision for all trade receivables. The expected credit losses on trade receivables are estimated by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate. As the Corporation’s historical credit loss experience does not show other factors that matter significantly, the expected credit loss rate is based on past due status of trade receivables.

The Corporation writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For trade receivables that have been written off, the Corporation continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.

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The aging schedule of notes receivable and trade receivables based on the past due days was as follows:

Not past due

1- 60 days
61-180 days
181-365 days
Over 365 days

December 31 December 31


2019
$ 865,032

178,976
62,777
49,224
153,068

$ 1,309,077
2018
$ 410,023
284,035
78,915
55,316

81,422
$ 909,711

The movements of the loss allowance of notes receivable and trade receivables were as follows:


Balance at January 1
Add: Impairment loss recognized on receivables
Less: Net remeasurement of loss allowance
Less: Amounts written off
Balance at December 31
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **


2019
78,422
-
(37,000)

(53)

$ 41,369
2018
78,288
3,000
-

(2,866)
$ 78,422

10. INVENTORIES

Finished goods

Semi-finished products
Work in process
Raw materials

December 31 December 31


2019
$ 204,107

352,574
668,656
800,742

$ 2,026,079
2018
$ 183,483
356,602
608,744

748,656
$ 1,897,485

The cost of goods sold for the years ended December 31, 2019 and 2018 included the inventory write-downs of $35,076 thousand and $21,000 thousand, respectively.

11. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Investments in subsidiaries

Investments in associates
Investments in joint venture

**December 31 ** **December 31 **


2019
$ 3,798,573

2,893,609
17,621

$ 6,709,803
2018
$ 4,432,652
632,045

17,664
$ 5,082,361

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a. Investments in subsidiaries

Unlisted company
Neworld Electronics Ltd.

San Eagle Development Corp.
Chroma New Material
Corporation
Wei Kuang Automatic Equipment
Co., Ltd.
CHI Incorporation Ltd.
Quantel Private Ltd.
Chen Hwa Technology Inc.
Chroma Investment Co., Ltd.
Chroma ATE Europe B.V.
Chroma ATE Inc. (“Chroma
USA”)
Sensational Holding Ltd.
Adivic Technology Co.
Chroma Japan Corp.
Chroma Systems Solutions, Inc.
Deep Red Holding Co., Ltd.
Testar Electronics Corporation
EVT Technology Co., Ltd.
Innovative Nanotech Incorporated
Touch Cloud Incorporation

December 31 December 31 December 31
2019
Amount
Percentage of
Equity
Interest (%)
$ 1,090,020
100.0

782,959
100.0
431,515
100.0
478,363
100.0

171,580
100.0
158,915
60.0
97,192
100.0
101,449
100.0
105,878
100.0
69,756
100.0
53,227
100.0
88,636
74.1
(110,043)
100.0
(47,780)
25.0
113,189
100.0
11,596
67.2
49,951
85.6

117,588
71.1

34,582
78.1

$ 3,798,573
2018







Amount
Percentage of
Equity
Interest (%)
$ 949,027
100.0
791,854
100.0
443,073
100.0
1,206,381
100.0
164,834
100.0
130,270
60.0
101,626
100.0
124,674
100.0
60,658
100.0
134,810
100.0
53,924
100.0
35,617
51.0
(70,297)
100.0
(45,711)
25.0
104,303
100.0
24,596
67.2
59,793
85.6
119,441
71.1

43,779
78.1
$ 4,432,652

In May 2019, Adivic Technology Co., Ltd. (“Adivic”) decreased its capital by $150,000 thousand to compensate for losses and subsequently increased its capital by $80,000 thousand. The Corporation’s board of directors resolved to participate in the capital injection. The Corporation’s equity interest in Adivic increased to 74.1% after the cash injection.

In August 2018, EVT Technology Co., Ltd. (“EVT”) decreased its capital by $30,000 thousand to compensate for losses and subsequently increased its capital by $50,000 thousand to strengthen its capital structure. The Corporation’s board of directors resolved to participate in the capital injection. The Corporation’s equity interest in EVT increased to 85.6% after the cash injection.

In May 2018, Innovative Nanotech Incorporated increased its capital. The Corporation’s board of directors resolved to participate in the cash injection and held 71.1% equity consequently.

Refer to Note 31 for the detail of the subsidiaries indirectly held by the Corporation.

Refer to Table 7 “Information on Investees” for the Corporations’ share of profit of subsidiaries under equity method.

The investments accounted for using the equity method and the share of profit or loss and other comprehensive income of those investments for the year ended December 31, 2019 and 2018 were calculated based on the financial statements which have been audited.

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b. Investments in associates

December 31
2019
2018
Amount
Percentage of
Equity
Interest (%)
Amount
Percentage of
Equity
Interest (%)
Associates that are not individually
material
Adlink Technology Inc.
$ 538,926
11.3
$ 517,852
11.3
Dynascan Technology Corp.
123,748
27.3
114,193
27.3
Camtek Ltd.

2,230,935
20.2

-
-
$ 2,893,609
$ 632,045
For the Year Ended December 31
2019
2018
The Corporation’s share of:
Profit from continuing operations
$ 97,235
$ 47,977
Other comprehensive loss
(114,997)

(1,531)
Total comprehensive (loss) income for the year
$ (17,762)
$ 46,446
December 31 December 31 December 31 December 31 December 31 December 31
2018

Amount
Percentage of
Equity
Interest (%)
$ 517,852
11.3
114,193
27.3

-
-
$ 632,045
the Year Ended December 31


2019
$ 97,235

(114,997)

$ (17,762)
2018
$ 47,977

(1,531)
$ 46,446

Fair values (Level 1) of investments in associates with available published price quotations are summarized as follow:


Name of Associate
Adlink Technology Inc.

Camtek Ltd.
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31

2019
$ 1,176,108

$ 2,538,193
2018
$ 775,496
$ -

In view of future development strategy and improvement of operating performance, the Corporation’s board of directors resolved on February 11, 2019, to subscribe equity interest of Camtek Ltd. for US$9.5 per share. Included in the cost of investment in associates was goodwill of $658,931 thousand recognized from the acquisition of Camtek Ltd.

Refer to Table 7 “Information on Investees” for the nature of activities, principal place of business and country of incorporation of the associates.

The Corporation is able to exercise significant influence over Adlink Technology Inc. although the percentage of shares held is less than 20%. Therefore, the Corporation recognizes the gain and loss under the equity method.

Except for Adlink Technology Inc., the investments in associate accounted for using equity method and the share of profit or loss and other comprehensive income of those investments were calculated based on financial statements which have been audited. Management believes there is no material impact on the equity method accounting or the calculation of the share of profit or loss and other comprehensive income from the financial statements of Adlink Technology Inc., which have not been audited.

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c. Investments in joint ventures

Joint ventures that are not
individually material
Chih Ho Shun Development Co.,
Ltd.
December 31 December 31 December 31
2019
Amount
Percentage of
Equity
Interest (%)
$ 17,621
35.0
2018

Amount
Percentage of
Equity
Interest (%)
$ 17,664
35.0

Aggregate information of joint ventures that are not individually material:


The Corporation’s share of:
(Loss) profit from continuing operations
Other comprehensive income
Total comprehensive (loss) income for the year
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **


2019
$ (43)


-

$ (43)
2018
$ 38

-
$ 38

Refer to Table 7 “Information on Investees” for the nature of activities, principal place of business and country of incorporation of joint ventures.

For the investment and development plan, “The Action Plan for Developing Land Surrounding the MRT Airport Station to Improve Civilians’ Life,” the board of directors resolved to invest jointly with Dynapack International Corporation and Heran Co., Ltd. to set up Chih Ho Shun Development Co., Ltd. (“Chih Ho Shun”). The Corporation invested for a 35% entity interest in Chih Ho Shun but did not have control over this investee.

The investments in joint ventures accounted for using the equity method and the share of profit or loss and other comprehensive income of the investment for the years ended December 31, 2019 and 2018 were based on the joint ventures’ financial statements which have been audited.

12. PROPERTY, PLANT AND EQUIPMENT


Cost

Balance, January 1, 2018

Additions
Disposals
Transferred from prepayments for
land and equipment
Transferred from inventories
Reclassification

Balance, December 31, 2018
Land
$ 450,575

-
-
688,331
-

-

$ 1,138,906
Buildings
$ 2,014,991

15,838
-
-
-

-

$ 2,030,829
Machinery
Miscellaneous
Equipment
$ 124,858
$ 1,069,760

41,104
75,114
(5,040)
(25,625)
-
-
5,608
62,004

(323)

323

$ 166,207
$ 1,181,576
Total
$ 3,660,184
132,056

(30,665)
688,331
67,612

-
$ 4,517,518
(Continued)

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Accumulated depreciation


Balance, January 1, 2018

Depreciation

Disposals

Reclassification


Balance, December 31, 2018


Carrying amount at December 31,
2018


Cost

Balance, January 1, 2019

Additions
Disposals
Transferred from inventories
Reclassification

Balance, December 31, 2019


Accumulated depreciation


Balance, January 1, 2019

Depreciation

Disposals

Reclassification


Balance, December 31, 2019


Carrying amount at December 31,
2019
Land
$ -

-
-

-

$ -

$ 1,138,906

$ 1,138,906

-
-
-

-

$ 1,138,906

$ -

-
-

-

$ -

$ 1,138,906
Buildings
$ 983,819

68,716
-

-

$ 1,052,535

$ 978,294

$ 2,030,829

2,681
-
-

-

$ 2,033,510

$ 1,052,535

71,012
-

-

$ 1,123,547

$ 909,963
Machinery
Miscellaneous
Equipment
Total
$ 101,930 $ 785,336
$ 1,871,085
13,701
94,113
176,530
(5,040)
(18,677)
(23,717)

(210)

210

-
$ 110,381
$ 860,982
$ 2,023,898
$ 55,826
$ 320,594
$ 2,493,620
$ 166,207
$ 1,181,576
$ 4,517,518
8,023
61,182
71,886
(1,639)
(41,751)
(43,390)
6,053
46,618
52,671

634

(634)

-
$ 179,278
$ 1,246,991
$ 4,598,685
$ 110,381 $ 860,982
$ 2,023,898
23,145
103,168
197,325
(1,638)
(27,445)
(29,083)

357

(357)

-
$ 132,245
$ 936,348
$ 2,192,140
$ 47,033
$ 310,643
$ 2,406,545
(Concluded)

The above items of property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives as follows:

Buildings Primary buildings 55 years Mechanical and electrical equipment 10 years Clean room equipment 10 years Others 2-50 years Machinery 2-6 years Miscellaneous equipment 3-16 years

Refer to Note 27 for property, plant and equipment have been pledged to secure borrowings of the Corporation.

13. INVESTMENT PROPERTIES

Land

Cost

January 1, 2019 and December 31, 2019

$ 3,137,187

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The Corporation acquired the land ownership certificates of the investment and development plan, “The Action Plan of Developing Land Surrounding the Airport MRT Station to Improve Civilian’s Life” in the third quarter of 2018 and transferred parts of land held for undetermined future use to investment properties. Refer to Note 28.

The fair value of investment properties was arrived at by reference to market evidence of transaction prices for similar properties. The significant unobservable inputs used include discount rates and the fair value as appraised.

Fair value
December 31 December 31
2019
$ 13,727,067
2018
$ 13,588,172

On September 25, 2019, the Corporation entered into a joint building contract with Fu Yu Construction Co., Ltd. (Fu Yu Construction) to jointly build a building located in Lejie section, Guishan District, Taoyuan City. The construction project adopts a jointly constructed manner. The Corporation provided the lands and Fu Yu Construction provided fund to construct. The area will be distributed to the Corporation and Fu Yu Construction for 47% and 53%, respectively. According to the joint building contract, Fu Yu Construction should pay $20,000 thousand (recognized as guarantee deposit received) and $240,000 thousand guaranteed note to the Corporation when signing the contract. Additional $20,000 thousand guarantee deposit should be paid within five business days after the building construction registration is approved and within five business days after the approval of underground bottom plate inspection.

14. GOODWILL

Cost December 31
2019
$ 94,424
2018
$ 94,424

To reorganize the organization structure, save operating costs and improve the operating efficiency, the Corporation’s board of directors resolved to acquire Silver Town Electronic Co., Ltd. in February 2008. The goodwill was arisen from the premium acquisition.

For assessing goodwill for impairment, the Corporation took value in use as basis for calculating the recoverable amount of goodwill. The Corporation used the cash flows of a five-year financial forecast as the basis for calculating value in use to reflect the specific risk of cash-generating units. After these calculations, the Corporation did not recognize any impairment loss on goodwill for the years ended December 31, 2019 and 2018.

15. BORROWINGS

  • a. Short-term borrowings
Unsecured borrowings
Bank loans

Interest rate (%)
**December 31 ** **December 31 **
2019
$ 1,600,000

0.72%-0.87%
2018
$ 630,000
0.86%-0.88%

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b. Long-term borrowings

Secured borrowings
Bank loans (1) (Note 27)

Unsecured borrowings
Bank loans (2)

Less: Current portions

December 31 December 31



2019
$ 300,000

2,000,000

2,300,000
15,000

$ 2,285,000
2018
$ 300,000

1,500,000
1,800,000

-
$ 1,800,000
  • 1) The Corporation applied to Mega International Commercial Bank for a credit line of $800,000 thousand and borrowed $300,000 thousand in March 2018, which will be used for increasing operating budget and repaying syndicated bank loans. The interest rate on the bank loan was 1.16% per annum on a floating basis. The bank loan will be due in March 2023, and was secured by the Corporation’s land and buildings. Refer to Note 27.

  • 2) The Corporation applied for bank loan for repaying syndicated bank loans and increasing operating budget. The interest rate was 1.0%-1.1% per annum on a floating basis. The bank loan will be due in June 2026.

16. OTHER PAYABLES


Salaries and bonus

Employee’s compensation
Remuneration of directors
Others

**December 31 ** **December 31 **



2019
$ 329,314

328,842
9,600
173,159

$ 840,915
2018
$ 306,560
275,489
9,600

75,419
$ 667,068

17. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

The Corporation adopted a pension plan under the Labor Pension Act (the “LPA”), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

b. Defined benefit plans

The defined benefit plan adopted by the Corporation in accordance with the Labor Standards Law is operated by the government. Pension benefits are calculated on the basis of length of service and average monthly salaries of the 6 months before retirement. The Corporation contributes amount equal to 4% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s

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name. Before the end of year, the Corporation assesses the balances in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Corporation is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Corporation has no right to influence the investment policy and strategy.

The amounts included in the balance sheets in respect of the Corporation’s defined benefit plans were as follows:

Present value of defined benefit obligation

Fair value of plan assets

Net defined benefit liabilities

Movements in net defined benefit liability were as follows:
Present Value
of the Defined
Benefit
Obligation
Balance at January 1, 2018
$ 449,301

Current service cost
4,009
Net interest expense (income)

6,178

Recognized in profit or loss

10,187

Remeasurement
Return on plan assets (excluding amounts
included in net interest)
-
Actuarial loss - changes in demographic
assumptions
442
Actuarial loss - changes in financial
assumptions
6,791
Actuarial loss - experience adjustments

4,821

Recognized in other comprehensive income

12,054

Contributions from employer

-

Benefits paid

(11,459)

Balance at December 31, 2018

460,083

Current service cost
3,672
Net interest expense (income)

5,751

Recognized in profit or loss

9,423

Remeasurement
Return on plan assets (excluding amounts
included in net interest)
-
Actuarial loss - changes in demographic
assumptions
10
Actuarial loss - changes in financial
assumptions
26,986
Actuarial loss - experience adjustments

(3,603)

Recognized in other comprehensive income

23,393

Contributions from employer

-

Benefits paid

(17,810)

Balance at December 31, 2019
$ 475,089
December 31
2019
2018
$ 475,089
$ 460,083
(319,336)
(307,690)
$ 155,753
$ 152,393
Fair Value of
the Plan Assets
Net Defined
Benefit
Liabilities
$ (291,869)
$ 157,432
-
4,009

(4,118)

2,060

(4,118)

6,069
(7,436)
(7,436)
-
442
-
6,791

-

4,821

(7,436)

4,618

(15,726)

(15,726)

11,459

-
(307,690)

152,393
-
3,672

(3,943)

1,808

(3,943)

5,480
(9,841)
(9,841)
-
10
-
26,986

-

(3,603)

(9,841)

13,552

(15,672)

(15,672)

17,810

-
$ (319,336)
$ 155,753

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Through the defined benefit plans under the Labor Standards Law, the Corporation is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.

  • 2) Interest risk: A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan’s debt investments.

  • 3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

Discount rate(s)
Expected rate(s) of salary increase
**December 31 **
2019
2018
0.63%-0.75%
0.88%-1.25%
1.50%-2.50%
1.50%-2.50%

If possible reasonable changes in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:

Discount rate(s)
0.25% increase
0.25% decrease
Expected rate(s) of salary increase
0.25% increase
0.25% decrease
December 31



2019
$ (13,873)

$ 14,459

$ 13,978

$ (13,486)
2018
$ (13,652)
$ 14,243
$ 13,833
$ (13,331)

The sensitivity analysis presented above may not be representative of the actual changes in the present value of the defined benefit obligation as it is unlikely that the changes in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Expected contributions to the plan for the next year
Average duration of the defined benefit obligation
December 31
2019
$ 15,477

12.2 years
2018
$ 15,568
12.4 years

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18. EQUITY

a. Ordinary share capital


Number of shares authorized (in thousands)

Shares authorized

Number of shares issued and fully paid (in thousands)

Shares issued
**December 31 ** **December 31 **




2019
500,000

$ 5,000,000

419,296

$ 4,192,961
2018

450,000
$ 4,500,000

416,779
$ 4,167,794

The authorized shares include 30,000 thousand shares allocated for the exercise of employee share options. The change in the Corporation’s share capital is mainly due to the exercise of employee share options.

b. Capital surplus

May be used to offset a deficit, distributed as
cash dividends or transferred to share capital (Note)
Additional paid-in capital

Treasury share transactions
Consolidation excess
May be used to offset a deficit only
Employee share options expired
Share of changes in capital surplus of associates or joint ventures
May not be used for any purpose
Employee shares options
Employee restricted shares

**December 31 ** **December 31 **



2019
$ 3,098,803

187,804
146,976
13,564

54,360
46,438
81,526

$ 3,629,471
2018
$ 2,860,255
179,801
146,976
12,421
44,110
87,000

139,074
$ 3,469,637

Note: Such capital surplus may be used to offset a deficit; in addition, when the Corporation has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Corporation’s capital surplus and once a year).

c. Retained earnings and dividends policy

Under the dividend policy as set forth in the Corporation’s Articles of Incorporation (the “Articles”), where the Corporation made profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, setting aside or reversing special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Corporation’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for distribution of dividends and bonus to shareholders. For the policies on distribution of employees’ compensation and remuneration to directors, refer to d. employees’ compensation and remuneration of directors in Note 20.

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Taking into account future capital expenditure requirements and its cash position, the total of cash dividends paid in any given year may not be less than 20% of total dividends distributed in that year. The final amount, type and percentage of the cash dividends and stock dividends are subject to actual earnings and capital requirements of the Corporation in a particular year.

An appropriation of earnings to a legal reserve shall be made until the legal reserve equals the Corporation’s paid-in capital. The legal reserve may be used to offset deficits. If the Corporation has no deficit and the legal reserve has exceeded 25% of the Corporation’s paid-in capital, the excess may be transferred to capital or distributed in cash.

Items referred to under Rule No. 1010012865 and Rule No. 1010047490 issued by the FSC and the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs” should be appropriated to or reversed from a special reserve by the Corporation.

The appropriations of earnings for 2018 and 2017 have been approved in the annual shareholders’ meeting on June 18, 2019 and June 8, 2018, respectively, were as follows:

Legal reserve

Cash dividends
Appropriation of Earnings
For Fiscal
Year 2018
For Fiscal
Year 2017
$ 254,628 $ 255,841
1,750,896
1,854,424
Dividends Per Share (NT$)
For Fiscal
Year 2018
For Fiscal
Year 2017


$ 4.2
$ 4.5

The appropriations of earnings for 2019 had been proposed by the Corporation’s board of directors on February 26, 2020,were as follows:

Appropriation Appropriation Dividends Per
of Earnings Share (NT$)
Legal reserve $ 185,448
Special reserve 89,240
Cash dividends 1,265,000 $3.0

The aforementioned cash dividends had been resolved by the Corporation’s board of directors, and the rest is subject to the resolution of the shareholders in the shareholder’s meeting to be held on June 10,2020.

d. Special reserves

If a special reserve appropriated on the first-time adoption of IFRSs relates to exchange differences on translation of the financial statements of foreign operations (including the subsidiaries of the Corporation), the special reserve will be reversed on a proportionate basis according to the Corporation’s disposal of foreign operations; on the Corporation’s loss of significant influence, however, the entire special reserve will be reversed. Additional special reserve should be appropriated for the amount equal to the difference between net debit balance reserves and the special reserve appropriated on the first-time adoption of IFRSs. Any special reserve appropriated may be reversed to the extent that the net debit balance reverses and, thereafter, distributed.

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e. Other equity items

Exchange
Differences on
Translating
Foreign
Operations
Unrealized
Gain (Loss) on
Financial
Assets at
FVTOCI
For the year ended December 31, 2019
Balance at January 1, 2019
$ (104,872)
$ 160,493

Exchange differences on translating foreign operations
(111,244)
-
Unrealized gain (loss) arising from equity investments
-
(6,001)
Share of other comprehensive gain (loss) of associates and
join ventures accounted for using the equity method
(114,957)
(454)
Share-based payment transaction

-

-

Balance at December 31, 2019
$ (331,073)
$ 154,946

For the year ended December 31, 2018
Balance at January 1, 2018
$ (97,633)
$ 151,864

Exchange differences on translating foreign operations
(6,229)
-
Unrealized gain (loss) arising from equity investments
-
16,832
Share of other comprehensive gain (loss) of associates and
join ventures accounted for using the equity method
(1,010)
(3,962)
Disposal of investments in equity instruments designated
as at FVTOCI
-
(4,241)
Share-based payment transaction

-

-

Balance at December 31, 2018
$ (104,872)
$ 160,493
Unearned
Employee
Benefit
$ (42,377)
-
-
-

30,853
$ (11,524)
$ (93,849)
-
-
-
-

51,472
$ (42,377)

f. Treasury shares

The Corporation’s shares held by its subsidiaries at the end of the reporting periods were as follows:

Number of shares held (in thousand shares)

Carrying amount

Market price
December 31 December 31


2019
1,916

$ 35,714

$ 277,759
2018

1,916
$ 35,714
$ 226,038

Forfeited employee restricted shares of 101 thousand were returned to the Corporation and canceled during 2019. Forfeited employee restricted shares of 84 thousand were returned to the Corporation and canceled during 2018.

Under the Securities and Exchange Act, the Corporation shall neither pledge treasury shares nor exercise shareholders’ rights on these shares, such as the rights to dividends and to vote. The subsidiaries holding treasury shares, however, retain shareholders’ rights, except the rights to participate in any share issuance for cash and to vote.

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19. REVENUE

Contract revenue of the Corporation comes from sale of goods.

a. Contract balances

Contract liabilities from sale of goods **December ** **31 **
2019
$ 427,357
2018
$ 31,014

The changes in the balance of contract liabilities primarily result from the timing difference between the Corporation’s performance and the respective customer’s payment.

  • b. Disaggregation of revenue
Automatic test systems

Precision electronic test instruments
Others

December 31 December 31


2019
$ 4,297,926

3,248,907
564,200

$ 8,111,033
2018
$ 3,957,776
3,120,094

468,970
$ 7,546,840

20. ADDITIONAL INFORMATION ON EXPENSES

a. Finance costs


Interest on borrowings
Interest on lease liabilities
Interest on convertible bonds
Less: Amount included in the cost of qualifying assets
Capitalized interest
Capitalization rate
Depreciation and amortization

An analysis of depreciation by function
Operating costs

Operating expenses


An analysis of amortization by function
Operating expenses
For the Year Ended For the Year Ended December 31
2019
$ 35,089
591

-
35,680

-
$ 35,680
$ -
-
For the Year Ended
2018
$ 30,434
-

935
31,369

(9,609)
$ 21,760
$ 9,609
1.58%
December 31



2019
$ 44,018

170,396

$ 214,414

$ -
2018
$ 32,754

143,776
$ 176,530
$ 960

b. Depreciation and amortization

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c. Employee benefits expense

Short-term benefits
Salary expenses

Insurance expenses
Remuneration of
directors


Share-based payments

Retirement benefits
Defined contribution
plans
Defined benefit plans

Other employee benefits

Total employee benefits
expense
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2019
Operating
Expenses
Total
$ 1,376,017 $ 1,652,825

102,309
130,654

10,410

10,410


1,488,736

1,793,889


53,004

53,004


54,128
63,056

4,640

5,480


58,768

68,536


22,462

38,200

$ 1,622,970
$ 1,953,629
2018







Operating
Costs
$ 276,808
28,345

-


305,153


-

8,928

840


9,768


15,738

$ 330,659









Operating
Costs
$ 277,786

28,949

-


306,735


-


9,179

961


10,140


15,896

$ 332,771
Operating
Expenses
Total
$ 1,312,678 $ 1,590,464

98,632
127,581

10,185

10,185

1,421,495

1,728,230

78,596

78,596

52,264
61,443

5,108

6,069

57,372

67,512

22,527

38,423
$ 1,579,990
$ 1,912,761

As of December 31, 2019 and 2018, the Corporation’s average number of employees was 1,708 and 1,731 employees, respectively, among which 5 directors not concurrently holding positions in the Corporation in both years. The basis of above calculations was the same as the basis used in the calculation of employee benefits expense.

As of December 31, 2019 and 2018, the average employee benefit expenses were $1,141 thousand and $1,102 thousand, respectively; average salary expenses were $971 thousand and $921 thousand, respectively. The change in average salary expense was 5%.

d. Employees’ compensation and remuneration of directors

According to the Article of Incorporation of the Corporation, the Corporation accrued employees’ compensation and remuneration of directors at the rates of 5%-20% and no higher than 1.5%, respectively, of net profit before income tax, employees’ compensation, and remuneration of directors. The employees’ compensation and remuneration of directors for the years ended December 31, 2019 and 2018, which have been approved by the Corporation’s board of directors on February 26, 2020 and February 21, 2019, respectively, were as follows:

Employees’ compensation

Remuneration of directors
For the Year Ended December 31 For the Year Ended December 31
2019
Amount
Rate (%)
$ 290,000
11.84

9,600
0.39
2018
Amount
Rate (%)
$ 240,000
7.55
9,600
0.30

If there is a change in the amounts after the annual financial statements were authorized for issue, the differences are recorded as a change in accounting estimate.

There is no difference between the actual amounts of the employees’ compensation and remuneration of directors paid and the actual amounts recognized in the financial statements for the years ended December 31, 2019 and 2018.

Information on the employees’ compensation and remuneration of directors resolved by the Corporation’s board of directors in 2020 and 2019 is available at the Market Observation Post System website of the Taiwan Stock Exchange.

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21. INCOME TAXES

a. Major components of income tax expense recognized in profit or loss


Current tax
In respect of the current year

Income tax on unappropriated earnings
Adjustments for prior years


Deferred tax
In respect of the current year
Adjustments to deferred tax attributable to changes in tax rates
and law


Income tax expense recognized in profit or loss
**For the Year Ended ** **For the Year Ended ** **December 31 **





2019
$ 274,702

33,740
(61,334)

247,108

48,786
-

48,786

$ 295,894
2018
$ 227,322
44,118

-

271,440
83,298

27,595

110,893
$ 382,333

A reconciliation of accounting profit and income tax expense is as follows:


Profit before tax
Income tax expense calculated at the statutory rate

Nondeductible expenses in determining taxable income
Tax-exempt income
Income tax on unappropriated earnings
Investment credits
Adjustments for prior years’ tax
Effect of tax rate changes
Others (temporary differences adjustments)

Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2019
$ 2,150,375

$ 430,075

(20,086)
(13,599)
33,740
(72,902)
(61,334)
-
-

$ 295,894
2018
$ 2,928,608
$ 585,722

(189,101)

1,204
44,118

(101,193)

-

27,595

13,988
$ 382,333

The Income Tax Act in the ROC was amended in 2018, and the corporate income tax rate was adjusted from 17% to 20%. In addition, the rate of the corporate surtax applicable to the 2018 unappropriated earnings was reduced from 10% to 5%.

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b. Deferred tax assets and liabilities

The movements of deferred tax assets and deferred tax liabilities were as follows:

For the year ended December 31, 2019

Deferred tax assets
Temporary differences
Unrealized intercompany gain

Inventory reserve
Allowance for impaired receivables
Net defined benefit liability
Provisions
Unrealized exchange loss


Deferred tax liabilities
Temporary differences
Unappropriated earnings of subsidiaries

Goodwill
Unrealized exchange gain


For the year ended December 31, 2018
Opening
Balance
Recognized in
Profit or Loss Closing Balance
$ 110,754
$ 9,672
$ 120,426
40,643
7,015
47,658
10,343
(8,797)
1,546
8,022
(2,039)
5,983
873
-
873

-

8,952

8,952
$ 170,635
$ 14,803
$ 185,438
$ 381,758
$ 63,259
$ 445,017
28,009
2,606
30,615

2,276

(2,276)

-
$ 412,043
$ 63,589
$ 475,632
Deferred tax assets
Temporary differences
Unrealized intercompany gain

Inventory reserve
Allowance for impaired receivables
Net defined benefit liability
Provisions
Impairment loss
Unrealized exchange loss


Deferred tax liabilities
Temporary differences
Unappropriated earnings of subsidiaries

Goodwill
Unrealized exchange gain

Opening
Balance
Recognized in
Profit or Loss Closing Balance
$ 92,296
$ 18,458
$ 110,754
30,976
9,667
40,643
7,897
2,446
10,343
8,460
(438)
8,022
-
873
873
19,465
(19,465)
-

4,620

(4,620)

-
$ 163,714
$ 6,921
$ 170,635
$ 272,636
$ 109,122
$ 381,758
21,593
6,416
28,009

-

2,276

2,276
$ 294,229
$ 117,814
$ 412,043

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c. Income tax assessments

As of December 31, 2019, the Corporation’s tax returns through 2017 had been assessed by the tax authorities.

22. EARNINGS PER SHARE

The earnings and weighted average number of ordinary shares outstanding used in the computation of earnings per share are as follows:

Net Profit for the Year


Earnings used in the computation of basic earnings per share

Effect of potentially dilutive ordinary shares:
Interest on convertible bonds and valuation gain on conversion
option

Earnings used in the computation of diluted earnings per share
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2019
$ 1,854,481

-

$ 1,854,481
2018
$ 2,546,275

966
$ 2,547,241

Shares

Shares

Weighted average number of ordinary shares used in the
computation of basic earnings per share
Effect of potentially dilutive ordinary shares:
Convertible bonds
Employee share options
Employees’ compensation
Employee restricted shares
Weighted average number of ordinary shares used in the
computation of diluted earnings per share
(In Thousands of Shares)
For the Year Ended December 31


2019
414,078

-
2,424
2,242

1,120

419,864
2018
409,438
961
4,395
2,313

1,882
418,989

If the Corporation offered to settle compensation paid to employees in cash or shares, the Corporation assumed the entire amount of the compensation would be settled in shares and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

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23. SHARE-BASED PAYMENT ARRANGEMENTS

a. Employee share option plan

The Corporation granted employee stock options 7,900 thousand units in March 2016 and 6,000 thousand units in July 2013, respectively, with each option eligible to subscribe for one common share of the Corporation when exercised. The options are valid for 6 years and exercisable at certain percentages subsequent to the second year of the grant date.

Information on employee share options was as follows:

Balance at January 1
Options exercised
Options forfeited
Balance at December 31
Options exercisable, end of the year
**For the Year Ended December 31 ** **For the Year Ended December 31 **
2019
Number of
Options
(In Thousands)
Weighted-
average
Exercise
Price
(NT$)
6,006
$ 59.0
(2,847)
55.8

(23)
-

3,136
59.8


906
2018
Number of
Options
(In Thousands)
Weighted-
average
Exercise
Price
(NT$)
9,463
$ 60.1
(3,354)
58.4

(103)
-

6,006
59.0

1,532

Information on outstanding options as of December 31, 2019 and 2018 is as follows:

December 31

2019
Range of Exercise
Price (NT$)
Weighted-average
Remaining
Contractual Life
(Years)


$ -
$ -
59.80
2.24
2018
Range of Exercise
Price (NT$)
Weighted-average
Remaining
Contractual Life
(Years)

$ 45.40
$ 0.52
61.60
3.24

Compensation costs recognized were $22,860 thousand and $29,810 thousand for the years ended December 31, 2019 and 2018, respectively

b. Restricted shares for employees

In the shareholders’ meeting on June 7, 2016, the shareholders approved a Restricted Share Unit Plan (“RSU” Plan) for employees with a total amount of $36,000 thousand, consisting of 3,600 thousand shares with issuance price of $10 dollars per share. It can be issued at one time or several times depending on the circumstance. The RSU Plan is approved under Rule No. 1050024381 issued by the FSC on June 27, 2016. The Corporation issued 3,100 thousand and 185 thousand shares on July 8, 2016 and June 20, 2017, the subscription date. The details of RSU Plan are as follows:

  • 1) Employees who are granted RSUs, upon meeting the Corporation’s financial performance and personal performance indicators, are eligible to be vested 10, 20, 30 and 40 percent of the RSUs granted after 1, 2, 3 and 4 years of tenure after the subscription date, respectively.

-246-

  • 2) The restrictions on the rights of the employees who are granted RSUs but have not met the vesting conditions are as follows:

  • a) The employees are not eligible to sell, pledge, transfer, donate or to dispose any RSUs in any form.

  • b) The employees holding RSUs are entitled to receive dividends and similar purchasing rights to ordinary shares during capital increase. Dividends from RSUs are not restricted during the vesting period, and are appropriated to the employees’ personal account from trust account after the dividend distribution date.

  • c) Before the restricted shares are vested to the employees, the right of attendance, proposal, speech, voting and other rights of shareholders are acted by the custodian.

  • d) The RSUs should be delivered to trust custodians upon grant date. The employees cannot request for return in any manner before vesting conditions are met.

  • 3) If an employee fails to meet the vesting conditions, the Corporation will recall or buy back and cancel the restricted shares at issued price. If an employee voluntarily resigns, retires, disabled or decease due to occupational hazards, dismissed, be transferred to another post, violates labor contracts or working protocols substantially or abandons restricted shares, related guidelines of RSU Plan will be followed accordingly.

Information relating to outstanding employee restricted shares as of December 31, 2019 and 2018 was as follows:


Restricted shares at the beginning of the year
Share vested
Shares canceled
Restricted shares at the end of the year
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **

2019
2,273
(887)

(101)


1,285
2018
2,975
(618)

(84)

2,273

Compensation costs of share-based payment arising from the RSU Plan were $30,144 thousand and $48,786 thousand for the years ended December 31, 2019 and 2018, respectively

24. CAPITAL MANAGEMENT

The Corporation manages its capital to ensure that it will be able to continue as going concerns while maximizing the return to shareholders through the optimization of the debt and equity balance. The Corporation’s capital management aims to maintain the sufficiency of financial resources and the soundness of operating strategies to meet the needs for operating capital, capital expenditure, R&D expenses, debt handling, dividend disbursement, etc.

25. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments not measured at fair value

Management believes the carrying amount of financial assets and financial liabilities recognized in the financial statements approximates their fair values or their fair value could not be assessed reliably.

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  • b. Fair value of financial instruments measured at fair value on a recurring basis

  • 1) Fair value hierarchy

December 31, 2019
Financial assets at FVTPL
Open-end beneficiary
certificates

Financial assets at FVTOCI
Domestic listed equity
securities

Foreign unlisted equity
securities


December 31, 2018
Financial assets at FVTPL
Open-end beneficiary
certificates

Financial assets at FVTOCI
Domestic listed equity
securities

Foreign unlisted equity
securities

Level 1
$ -

$ 407,798


-

$ 407,798

$ 951,456

$ 431,797


-

$ 431,797
Level 2
$ -

$ -


-

$ -

$ -

$ -


-

$ -
Level 3
$ 4,762

$ -


200,037

$ 200,037

$ 6,807

$ -


182,039

$ 182,039
Total
$ 4,762
$ 407,798

200,037
$ 607,835
$ 958,263
$ 431,797

182,039
$ 613,836

There were no transfers between Levels 1 and 2 for the years ended December 31, 2019 and 2018.

  • 2) Reconciliation of Level 3 fair value measurements of financial instruments

For the year ended December 31, 2019

Financial Assets
Balance at January 1, 2019

Recognized in profit or loss (included in
valuation gains and losses)
Recognized in other comprehensive
income (included in unrealized gain
(loss) on financial assets at FVTOCI)

Balance at December 31, 2019
Financial Assets
at FVTPL
Equity
Instruments
$ 6,807

(2,045)

-

$ 4,762
Financial Assets
at FVTOCI
Equity
Instruments
$ 182,039

-

17,998

$ 200,037
Total
$ 188,846
(2,045)
17,998
$ 204,799

-248-

For the year ended December 31, 2018

Financial Assets
Balance at January 1, 2018

Recognized in profit or loss (included in
valuation gains and losses)
Recognized in other comprehensive
income (included in unrealized gain
(loss) on financial assets at FVTOCI)
Purchases
Cash returned of capital reduction
Transfers out of Level 3

Balance at December 31, 2018
Financial Assets
at FVTPL
Equity
Instruments
$ 6,013

794
-
-
-

-

$ 6,807
Financial Assets
at FVTOCI
Equity
Instruments
$ 265,884

-
9,861
67,800
(5,262)
(156,244)

$ 182,039
Total
$ 271,897
794
9,861
67,800
(5,262)
(156,244)
$ 188,846
  • 3) Valuation techniques and inputs applied for Level 3 fair value measurement

The fair values of domestic unlisted equity securities and open-end beneficiary certificates are determined by using the asset approach and the market approach. Asset approach evaluates the total market value of individual asset and liability of the evaluated target, taking into account the risk factors (lack of marketability, etc.) to estimate the fair value. Market approach refers to the transaction prices in active market of the listed companies engaging in similar business, related price multiplier, transaction and information implied by the transaction price, to arrive at the fair value.

  • c. Categories of financial instruments
Financial assets
Financial assets at FVTPL
Mandatorily at FVTPL

Financial assets at amortized cost (1)
Financial assets at FVTOCI
Equity instruments
Financial liabilities
Financial liabilities at amortized cost (2)
December 31
2019
2018
$ 4,762
$ 958,263
4,358,538
3,744,311
607,835
613,836
6,014,104
4,090,556
  • 1) The balances include financial assets at amortized cost, which comprise cash and cash equivalents, notes receivable, trade receivables, other receivables (classified as other receivable - related parties and other current assets) and refundable deposits.

  • 2) The balances included financial liabilities measured at amortized cost, which comprise short-term loans, notes payable, trade payables, other payables, long-term loans (including current portion of long-term borrowings) and guarantee deposits received.

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  • d. Financial risk management objectives and policies

The Corporation’s major financial instruments consist of equity investments, cash and cash equivalents, receivables, long-term and short-term borrowings, and trade payables. The Corporation’s financial risk management pertains to financial risks relating to the operations of the Corporation, including currency risk, interest rate risk, credit risk and liquidity risk. The Corporation seeks to identify, evaluate and hedge against market uncertainties to lower the effect of market changes on the Corporation’s financial performance.

The Corporation manages foreign exchange risk through setting up of foreign currency deposit bank accounts and through the use of foreign currency directly received from sale to pay for purchases in foreign currency to reduce the impact of foreign exchange fluctuation and to achieve a natural hedge effect. The Corporation actively observes the exchange rate information to fully control the foreign currency hedge.

1) Market risk

The Corporation’s activities expose it primarily to the financial risks of changes in exchange rates (see item (a) below), interest rates (see item (b) below) and price (see item (c) below).

There has been no change to the Corporation’s exposure to market risks or the manner in which these risks are managed and measured.

a) Foreign currency risk

The carrying amounts of the Corporation’s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are set out in Note 29.

Sensitivity analysis

The Corporation was mainly exposed to USD and RMB.

Had the NTD strengthened/weakened by 5% against the relevant currency, the pre-tax profit would have decreased/increased by $110,674 thousand and $98,527 thousand for the years ended December 31, 2019 and 2018, respectively. The 5% sensitivity rate is used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency-denominated monetary items and their translation at period-end is adjusted for a 5% change in foreign-currency rates.

b) Interest rate risk

The Corporation is exposed to interest rate risk because it borrows funds both at fixed and floated interest rates. The Corporation evaluates hedging activities regularly to align with interest rate views and defined risk appetite and ensures that the most cost-effective hedging strategies are applied.

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The carrying amounts of the financial assets and liabilities with exposure to interest rates at the end of the reporting period were as follows:

Fair value interest rate risk
Financial liabilities

Cash flow interest rate risk
Financial assets
Financial liabilities
December 31
2019
2018
$ 545,623
$ -
457,014
913,360
3,400,000
2,430,000

Sensitivity analysis

The sensitivity analysis below was determined on the basis of the exposure to interest rates for both derivative and non-derivative instruments at balance sheet dates. For floating rate liabilities, the analysis was prepared assuming the amount of the liability outstanding at the balance sheet dates was outstanding for the whole year. A 50 basis point increase or decrease was used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Corporation’s pre-tax profit for the years ended December 31, 2019 and 2018 would have decreased/increased by $14,715 thousand and $7,583 thousand, respectively, which was mainly attributable to the Corporation’s exposure to interest rates on its variable rate deposits and bank loans.

c) Price risk

The Corporation is exposed to equity price risks mainly arising from investment in open-end beneficiary certificates and listed stocks in Taiwan, which are held for strategic rather than trading purposes. The Corporation does not actively trade these investments. The Corporation manages the risk through holding various portfolios of investment and having each equity investment to get prior approval from the Corporation’s management.

Sensitivity analysis

The sensitivity analysis below was determined based on the exposure to equity price risks at the end of the reporting period.

If equity prices had been 5% higher/lower, the pre-tax profit for the years ended December 31, 2019 and 2018 would have increased/decreased by $238 thousand and $47,913 thousand, respectively, as a result of the changes in fair values of financial assets at FVTPL, and the pre-tax other comprehensive income for the years ended December 31, 2019 and 2018 would have increased/decreased by $30,392 thousand and $30,692 thousand, respectively, as a result of the changes in fair values of financial assets at FVTOCI.

2) Credit risk

Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in financial loss to the Corporation. As at the end of the reporting period, the Corporation’s maximum exposure to credit risk, which would cause a financial loss to the Corporation due to the failure of the counterparty to discharge its obligation, could arise from:

a) The carrying amount of trade receivables from operating activities; and

-251-

  • b) The amount of bank deposits, fixed-income and other financial instruments from investing activities.

The Corporation adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults.

Trade receivables involve a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of trade receivables, including the evaluation of internal credits, historical transaction records, present economic circumstances, etc. which affect the customers’ payment ability.

The credit risk of bank deposits, fixed-income financial instruments and other financial instruments are evaluated, managed and controlled by the Corporation’s financial department. The Corporation’s exposure to credit risk was limited because the Corporation adopted a policy of only dealing with creditworthy counterparties.

  • 3) Liquidity risk

The Corporation manages liquidity risk by managing and maintaining sufficient cash and cash equivalents to supply the Corporation’s demand and mitigate the effects of fluctuations in cash flow. The Corporation continuously monitors the use of credit lines and conformity to loan terms.

The Corporation relies on bank borrowings as a significant source of liquidity. As of December 31, 2019 and 2018, the Corporation’s available unutilized bank loan facilities were 2,661,200 thousand and $1,850,000 thousand, respectively.

Liquidity and interest risk tables for non-derivative financial liabilities

The following tables detail the Corporation’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Corporation can be required to pay.

Bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed repayment dates.


Non-interest bearing

Fixed interest rate instruments
Floating interest rate instruments
Lease liabilities



Non-interest bearing

Floating interest rate instruments

December 31, 2019 December 31, 2019
Within 1 Year
1-5 Years
$ 2,094,104
$ -

420,786
86,089
1,221,520
1,891,140

15,264

23,679

$ 3,751,674
$ 2,000,908

December 31, 2018
More Than
5 Years
$ -
-
363,441

8,271
$ 371,712
Within 1 Year
$ 1,659,864


654,453

$ 2,314,317
1-5 Years
$ -

1,834,028

$ 1,834,028
More Than
5 Years
$ -

-
$ -

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After considering the financial position of the Corporation, management does not expect the banks will execute their rights of requiring the Corporation to repay the bank loans immediately. In addition, management believes the operating funds of the Corporation are sufficient to meet cash flow demand; thus, liquidity risk is not considered significant.

The Corporation’s operating funds are sufficient to meet its cash flow demand, as a result, the Corporation does not use its overdraft limit.

26. TRANSACTIONS WITH RELATED PARTIES

  • a. The related parties and relationships with the Corporation were as follows:
Related Party

Chroma ATE Inc. (“Chroma USA”)

Neworld Electronics Ltd. (“Neworld Electronics”)

Chroma ATE Europe B.V. (“Chroma Europe”)

Chroma Investment Co., Ltd. (“Chroma Investment”)

Chroma New Material Corp. (“Chroma New Material”)

Chroma Japan Corp. (“Chroma Japan”)

Chroma Systems Solutions, Inc. (“CSS”)

Quantel Private Ltd. (“Quantel”)

Wei Kuang Automatic Equipment Co., Ltd. (“Wei Kuang
Automatic”)

Testar Electronics Corp. (“Testar Electronics”)

Adivic Technology Co. (“Adivic Tech.”)

Sajet System Technology (Suzhou) Co., Ltd. (“Sajet Suzhou”)

Chroma Electronics (Shenzhen) Co., Ltd. (“Chroma Shenzhen”)
Chroma Electronics (Shanghai) Co., Ltd. (“Chroma Shanghai”)
Chroma ATE (Suzhou) Co., Ltd. (“Chroma Suzhou”)

EVT Technology Co., Ltd. (“EVT”)

Innovative Nanotech Incorporated (“Innovative”)

Quantel Technologies India Private Ltd. (“Quantel Technologies
India”)

Chroma Germany GmbH (“Chroma Germany”)

Adlink Technology Inc. (“Adlink”)

DynaScan Technology Corp. (“DynaScan Technology”)

Camtek Ltd.
Relationship with the Corporation
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Associate
Associate
Associate

The related-party transactions were conducted under normal terms unless specified otherwise.

-253-

The related-party transactions were as follows:

b. Sales


Related Party Categories
Subsidiaries
Neworld Electronics

Chroma USA
Others
Associates
Other related parties

**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **


2019
$ 2,628,273

336,352
2,112,912
13,958
850

$ 5,092,345
2018
$ 1,979,060
665,640
1,937,829
22,534

1,175
$ 4,606,238

To raise market share and expand its market in the America, Europe and mainland China, the Corporation set up Chroma USA, Chroma ATE Europe B.V. and Neworld Electronics Ltd. The selling prices for Chroma USA, CSS, Chroma Europe, Neworld Electronics, Chroma Suzhou, and Chroma Shenzhen were determined after taking the selling and post-sale service expenses into consideration.

  • c. Purchases

Related Party Categories
Subsidiaries

Associates

**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **


2019
$ 332,098

7,624

$ 339,722
2018
$ 103,013

12,687
$ 115,700
  • d. Receivables from related parties (excluding loans to related parties)
Line Item
Related Party Categories
Notes receivable
Subsidiaries


Trade receivables
Subsidiaries
Neworld Electronics

Chroma USA
Chroma Europe
Others
Associates
Other related parties





Dividends receivable
Subsidiaries
Wei Kuang Automatic

Others

December 31 December 31






2019
$ -

$ 783,034

402,745
184,840
681,013
2,979
-

$ 2,054,611

$ 300,000

11,992

$ 311,992
2018
$ 194
$ 447,646
467,443
253,438
584,989
6,940

304
$ 1,760,760
$ -

7,679
$ 7,679

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  • e. Payables to related parties (excluding loans from related parties)
Line Item
Related Party Categories

Notes payable
Other related parties


Trade payables
Subsidiaries
Wei Kuang Automatic

Others
Associates



December 31 December 31




2019
$ -

$ 184,795

8,583
2,685

$ 196,063
2018
$ 105
$ 607
9,053

3,127
$ 12,787
  • f. Acquisitions of property, plant and equipment

Related Party Categories
Subsidiaries

Associates

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2019
$ 2,730

3,198

$ 5,928
2018
$ 6,533

133
$ 6,666
  • g. Loans to related parties

  • 1) Other receivables

Related Party Categories
Subsidiaries
CSS

Chroma Japan


2) Interest receivables
Related Party Categories
Subsidiaries

3) Interest revenue

Related Party Categories
Subsidiaries

CSS
December 31 December 31


2019
2018
$ 116,519
$ 119,375
38,185

35,553
$ 154,704
$ 154,928
**December 31 **
2019
2018
$ 357
$ 323
**For the Year Ended December 31 **

2019
$ 3,899
2018
$ 3,808

Note: Refer to Table 1 (attached) for other information related to financing provided.

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  • h. Endorsement guarantees provided

Note: Refer to Table 2 (attached) for other information related to endorsement guarantees provided.

i. Others

  • 1) Commission expense

Related Party Categories

Subsidiaries
Chroma Suzhou

Quantel
Chroma Shanghai
Others

**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **



2019
$ 17,989

13,756
11,453
2,763

$ 45,961
2018
$ 12,211
17,790
12,301

2,863
$ 45,165

Commission expense refers to the disbursements made for business introduction activities.

  • 2) Rental income

Related Party Categories
Subsidiaries
Testar Electronics

Others
Associates

**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **


2019
$ 13,231

1,284
1,260

$ 15,775
2018
$ 13,656
1,110

1,260
$ 16,026

The Corporation leased out some floors of the buildings in Hwa-Ya Technical Park in Taoyuan to the above related parties under operating lease contracts, and these leases were based on market prices. Rents were collected monthly.

  • 3) Management service income

Related Party Categories
Subsidiaries
Chroma New Material

Others

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2019
$ 6,000

600

$ 6,600
2018
$ 6,000

600
$ 6,600

Management service income was from the Corporation’s provision of administrative services.

-256-

4) Other income


Related Party Categories
Subsidiaries
Neworld Electronics

Chroma Europe
Others

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2019
$ 21,903

-
4

$ 21,907
2018
$ 14,400
666

26
$ 15,092

Other income is income from repairs and maintenance.

  • 5) Other current assets - other receivables
Related Party Categories

Subsidiaries
Testar Electronics

Neworld Electronics
Others
Associates

December 31 December 31



2019
$ 27,922

5,381
1,291
531

$ 35,125
2018
$ 23,353
5,178
1,929

521
$ 30,981

Receivables were recognized from managerial services and building rentals.

  • j. Compensation of key management personnel

Short-term employee benefits

Post-employment benefits

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2019
$ 123,220

2,431

$ 125,651
2018
$ 108,652

2,180
$ 110,832

27. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The assets pledged as collaterals for bank loans were as follows:

Land and buildings, net
**December 31 ** **December 31 **
2019
$ 692,486
2018
$ 700,115

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28. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

  • a. On January 17, 2012, the Corporation, Dynapack International Corporation and Heran Co., Ltd. won a bid for the ownership of land and the building and related facilities to be built on the land pertaining to “The Action Plan for Developing Land Surrounding the MRT Airport Station to Improve Civilians’ Life,” which had been reviewed and approved by the Ministry of the Interior (MOI).

The total bid price was $10,088,890 thousand, covering land with an area of 222,300 square meters. As a result of winning the above bid, the Corporation acquired 35%, or 77,805 square meters, of a certain piece of land for $3,531,112 thousand. On April 18, 2012, the Corporation signed the land purchase contract with the MOI; the payment schedule for this purchase is as follows:

  • 1) The first installment of the bid amount (10% of the total bid amount, or $353,111 thousand) should be paid within 10 days from the contract date. The Corporation paid the first installment by bid deposit of $353,040 thousand in cash.

  • 2) To meet the schedule for zone expropriation, the Corporation should pay the second installment (30% of the total bid amount) within 10 days of receiving the payment notice from the MOI. The MOI will approve the Corporation’s land usage rights as the payment is made. On September 3, 2013, the Corporation has paid the second installment of $1,059,333 thousand.

  • 3) To help the MOI provide the compensations for land expropriation and complete the demolition and relocation of structures on the land, the Corporation should pay the third installment (40% of the total bid amount) within 10 days of the payment notice from the MOI. The MOI will then check with the Corporation to see if the demolition and relocation are completed as the payment is made. In November 2015 and July 2016, the Corporation has paid the first part of the third installment of $536,729 thousand and the remaining part of the third installment of $875,716 thousand, respectively.

  • 4) The Corporation should accomplish the following things within four years from the time of obtaining the approval of the land usage rights:

  • a) Open up the main road system and build related public facilities.

  • b) Acquire the building license for over 50% percent of all industrial land and register with the authorities to go into operation.

After completing the above requirements, the Corporation should apply to the MOI for the approval to acquire real property rights to the structures and facilities built. The Corporation should pay the fourth installment (20% of the total bid amount) within 10 days upon obtaining the approval and receipt of the payment notice from the MOI. The Corporation has paid the fourth installment of $716,362 thousand in June 2018 and obtained the property registration over the land from the MOI. The Corporation has agreed to comply with the MOI’s requirement for the MOI’s placing of caution on undeveloped land before ownership of real property is turned over to the Corporation. The MOI will cancel this caution once it determines that the Corporation has completed all the required land development, building and facility construction and land improvements. The Corporation has recognized the land of self-use and the land of undetermined future use to property, plant and equipment and investment properties, respectively. Refer to Notes 12 and 13.

  • b. The unrecognized contractual commitments arose from the action plan of developing land surrounding the Airport MRT station. The contracts stipulated that the Corporation had to pay relevant expense during the construction period. As of December 31, 2019, the unrecognized commitments amounted to $1,304,658 thousand.

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29. SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD

The outbreak of severe pneumonia with novel pathogens in January 2020 caused the operations of the Corporation to be temporarily suspended for customers located in severely affected areas in mainland China. As major customers of the Corporation are spread around the world, the impact of outbreak on the operation is limited.

30. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The Corporation’s significant financial assets and liabilities denominated in foreign currencies were as follows:

December 31, 2019

Foreign
Currencies
Exchange Rate
Financial assets
Monetary items
USD
$ 73,599
29.98 (USD:NTD)
RMB

81,511
4.305 (RMB:NTD)



Non-monetary items
Investments accounted for using the
equity method
USD

126,764
29.98 (USD:NTD)
HKD

338,746
3.849 (HKD:NTD)




Financial liabilities

Monetary items
USD

11,472
29.98 (USD:NTD)
December 31, 2018
Foreign
Currencies
Exchange Rate
Financial assets
Monetary items
USD
$ 62,425
30.715 (USD:NTD)
RMB

57,246
4.472 (RMB:NTD)


Carrying
Amount
$ 2,206,504

350,907
$ 2,557,411
$ 3,722,070

1,303,828
$ 5,025,898
$ 343,932
Carrying
Amount
$ 1,917,377

256,006
$ 2,173,383
(Continued)

-259-

Foreign
Currencies
Exchange Rate
Non-monetary items
Investments accounted for using the
equity method
USD
$ 51,219
30.715 (USD:NTD)
HKD

289,530
3.921 (HKD:NTD)




Financial liabilities

Monetary items
USD

6,604
30.715 (USD:NTD)
Carrying
Amount
$ 1,509,875

1,135,246
$ 2,645,121
$ 202,848
(Concluded)

For the years ended December 31, 2019 and 2018, (realized and unrealized) net foreign exchange (losses) gains were $(46,438) thousand and $84,517 thousand, respectively. It is impractical to disclose net foreign exchange gains (losses) by each significant foreign currency due to the variety of the foreign currency transactions.

31. SEPARATELY DISCLOSED ITEMS

  • a. Information about significant transactions and investees:

  • 1) Financing provided to others: Table 1 (attached)

  • 2) Endorsements/guarantees provided: Table 2 (attached)

  • 3) Marketable securities held (excluding investment in subsidiaries, associates and joint ventures): Table 3 (attached)

  • 4) Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital: Table 4 (attached)

  • 5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital: None.

  • 6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital: None.

  • 7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital: Table 5 (attached)

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: Table 6 (attached)

  • 9) Trading in derivative instruments: Note 7.

  • 10) Information on investees: Table 7 (attached)

-260-

  • b. Information on investments in mainland China

  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area: Table 8 (attached)

  • 2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses:

    • a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period: Table 5 (attached)

    • b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period: Table 5 (attached)

    • c) The amount of property transactions and the amount of the resultant gains or losses: None.

    • d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes: Table 2 (attached)

    • e) The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds: Table 1 (attached)

    • f) Other transactions that have a material effect on the profit or loss for the year or on the financial position, such as the rendering or receiving of services: None.

-261-

TABLE 1

CHROMA ATE INC.

FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No. Lender Borrower Financial
Statement Account

Related
Parties
Highest
Balance for
the Period
Ending
Balance
Actual
Borrowing
Amount
Interest
Rate
Nature of
Financing
(Note 5)
Business
Transaction
Amounts
Reasons for
Short-term
Financing
Allowance
for
Impairment
Loss
Collateral Collateral Financing
Limit for
Each
Borrower
Aggregate
Financing
Limit
Item Value
0 The Corporation Chroma Systems
Solutions, Inc.
Chroma Japan Corp.
Other receivables
Other receivables
Y
Y
$ 116,519
41,194
$ 116,519

41,194
$ 116,519

38,185
3.25%
1.30%
a
a
$ 482,283
181,261
-
-
$ -
-
-
-
$ -
-
$ 1,448,876
(Note 1)

1,448,876
(Note 1)
$ 2,897,752
(Note 2)
2,897,752
(Note 2)
1 Chroma Electronics
(Shenzhen) Co., Ltd.
Chroma ATE (Suzhou)
Co., Ltd.
Other receivables Y 43,050
-
2.50% b - Operation - - -
519,577
(Note 3)
519,577
(Note 3)
2 Wei Kuang Automatic
Equipment (Xiamen)
Co., Ltd.
Chroma ATE (Suzhou)
Co., Ltd.
Other receivables Y 43,050
-
2.50% b - Operation - - -
327,356
(Note 3)
327,356
(Note 3)

Note 1: Based on 10% of the net value of the Corporation.

Note 2: Based on 20% of the net value of the Corporation.

Note 3: Based on 70% of the net value from the latest financial statements of borrowing company that have been audited.

Note 4: The amounts listed in the table were translated into the New Taiwan dollars at the exchange rate of US$1=NT$29.980, RMB1=NT$4.305 and JPY1 = NT$0.276 as of December 31, 2019.

Note 5: Financing provided:

a. For transactions.

b. For short-term financing.

-262-

TABLE 2

CHROMA ATE INC.

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No. Endorser/
Guarantor
Endorsee/Guarantee Endorsee/Guarantee Limits on
Endorsement/
Guarantee
Given on
Behalf of Each
Party
(Note 1)

Maximum
Amount
Endorsed/
Guaranteed
During the
Period
Outstanding
Endorsement/
Guarantee at
the End of the
Period
Actual
Borrowing
Amount
Amount
Endorsed/
Guaranteed by
Collateral

Ratio of
Accumulated
Endorsement/
Guarantee to
Net Equity in
Latest
Financial
Statements
Aggregate
Endorsement
Guarantee
Limit
(Note 2)
Endorsement/
Guarantee
Given by
Parent on
Behalf of
Subsidiaries
Endorsement/
Guarantee
Given by
Subsidiaries
on Behalf of
Parent
Endorsement/
Guarantee
Given on
Behalf of
Companies in
Mainland
China
Name Relationship
0 The Corporation Chroma Japan Corp.
Chroma ATE Europe B.V.
Chroma ATE Inc.
Sajet System Technology
(Suzhou) Co., Ltd.
Chroma Electronics
(Shanghai) Co., Ltd.
Chroma ATE (Suzhou) Co.,
Ltd.
Quantel Private Ltd.
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
$ 2,173,314
2,173,314
2,173,314
2,173,314
2,173,314
2,173,314
2,173,314
$ 34,100

50,385

149,900

21,525

43,050

86,100

44,560
$ 27,600

50,385

149,900

21,525

43,050

86,100

-
$ 19,320

33,590

149,900

-

2,711

6,116

-
$ -

-

-

-

-

-

-
0.19%
0.35%
1.03%
0.15%
0.30%
0.59%
-
$ 4,346,628
4,346,628
4,346,628
4,346,628
4,346,628
4,346,628
4,346,628
Y
Y
Y
Y
Y
Y
Y
-
-
-
-
-
-
-
-
-
-
Y
Y
Y
-

Note 1: According to Regulation of the “Procedures for Endorsement/Guarantee and lending of Funds”, the Corporation limits the endorsement/guarantee amount on each entity to (a) within 15% of the net value of the Corporation and (b) the capital issued of the entity endorsed/guaranteed, but 100% held subsidiary is not limited by the regulation.

Note 2: According to Regulation of the “Procedures for Endorsement/Guarantee and Lending of Funds”, the Corporation limits the endorsement/guarantee amount within the 30% of the net value of the Corporation.

Note 3: The amounts listed in columns were translated into the New Taiwan dollars at the exchange rate of US$1=NT$29.980, JPY1=NT$0.276, RMB1=NT$4.305, EUR1=NT$33.590, SGD1=NT$22.280 as of December 31, 2019.

-263-

TABLE 3

CHROMA ATE INC.

MARKETABLE SECURITIES HELD (EXCLUDING INVESTMENT IN SUBSIDIARIES, ASSOCIATES AND JOINT CONTROLLED ENTITIES) DECEMBER 31, 2019

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Holding Company Name Type and Name of Marketable Securities Relationship
with the Holding
Company
Financial Statement Account December 31, 2019 December 31, 2019 Note
Shares/Units
(Thousands)
Carrying
Amount
Percentage
of
Ownership

Fair Value
The Corporation
Chroma New Material Corp.
Chroma Systems Solutions Inc.
Fund
WI Harper INC Fund VII LP
Stocks
DynaColor, Inc.
Chunghwa Telecom Co., Ltd.
China Communications Media Group Co., Ltd.
WK Technology Fund IX Ltd.
Twoway Catv Service Inc.
Tian Zheng International Precision Machinery Co.,
Ltd.
WK Technology Fund IV Ltd.
WK Technology Fund VI Ltd.
TFBS Bioscience Inc.
Taiwan Advanced Nanotech Inc.
Fund
Fuh Hwa You Li Money Market Fund
Taishin 1699 Money Market Fund
Fund
Franklin California Tax Free Income FD Inc.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Financial assets at fair value through profit or loss -
non-current
Financial assets at fair value through other
comprehensive income - non-current









Financial assets at fair value through profit or loss -
current

Financial assets at fair value through profit or loss -
current
-
6,050
412
26
4,614
3,561
2,681
806
723
3,280
2,700
6,829
8,139
135
$ 4,762
199,358
45,362
94
59,237
45,184
162,984
5,047
3,139
40,180
47,250
92,362
110,565
31,116
-
6.1
-
-
4.6
4.4
8.1
1.9
1.4
14.7
15.0
-
-
-
$ 4,762
199,358
45,362
94
59,237
45,184
162,984
5,047
3,139
40,180
47,250
92,362
110,565
31,116
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(Continued)

-264-

Holding Company Name Type and Name of Marketable Securities Relationship
with the Holding
Company
Financial Statement Account December 31, 2019 December 31, 2019 Note
Shares/Units
(Thousands)
Carrying
Amount
Percentage
of
Ownership


Fair Value
Chroma Investment Co., Ltd.
Adivic Technology Co.
Chen Hwa Technology Inc.
Innovative Nanotech Incorporated
Touch Cloud Incorporation
EVT Technology Co., Ltd.
Fund
Hua Nan Kirin Money Market Fund
Stocks
Greatek Electronics Inc.
Chroma ATE Inc.
Cosmactive Broadband Networks Co., Ltd.
Prance System Technology Co., Ltd.
Fund
Cathay Taiwan Money Market Fund
Stocks
Hangzhou New Material Chroma Co., Ltd.
Fund
Mega Diamond Money Market Fund
Fund
Mega Diamond Money Market Fund
Fund
Mega Diamond Money Market Fund
-
-
The Corporation
-
-
-
-
-
-
-


Financial assets at fair value through other
comprehensive income - non-current


Financial assets at fair value through profit or loss -
current



4,601
85
1,916
4
111
4,016
-
8,577
1,439
1,595
$ 55,292
4,070
277,759
-
-
50,150
4,532
107,992
18,118
20,080
-
-
0.5
0.6
5.1
-
19.0
-
-
-
$ 55,292
4,070
277,759
-
-
50,150
4,532
107,992
18,118
20,080
-
-
-
-
-
-
-
-
-
-

Note 1: Marketable securities refer to stocks, bonds, beneficiary certificates and marketable securities derived from above items under IFRS 9 “Financial Instruments”.

Note 2: The fair value of open-end beneficiary certificates and listed market securities was calculated based on the net asset value and closing price as of balance sheet date.

(Concluded)

-265-

TABLE 4

CHROMA ATE INC.

MARKETABLE SECURITIES ACQUIRED AND DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name Type and Name of
Marketable Securities
Financial Statement Account Counterparty Relationship Beginning Balance Beginning Balance **Acquisition ** **Acquisition ** **Disposal ** **Disposal ** **Ending ** Balance
Number of Shares
(Thousands)
Amount Number of Shares
(Thousands)
Amount Number of Shares
(Thousands)
Amount Carrying Amount Gain (Loss) on
**Disposal **
Number of Shares
(Thousands)
Amount
(Note)
The Corporation Fund
Mega Diamond Money
Market Fund
Stocks
Camtek Ltd.
Financial assets at fair value
through profit or loss - current
Investments Accounted for Using
Equity Method
-
-
-
-
44,427
-
$ 556,317
(Note 1)
-
-
7,817
$ -
2,342,340
44,427
-
$ 557,855
-
$ 550,000
-
$ 7,855
-
-
7,817
$ -
2,230,935
(Note 2)

Note 1: The beginning and ending balances included adjustments for financial assets valuation gain or loss.

Note 2: The ending balances included investment income or loss for using the equity method of $35,415 thousand, capital reserve adjustment of $10,253 thousand, exchange differences on translating the financial statements of foreign operations of $(115,583) thousand and cash dividends of $41,490 thousand.

-266-

TABLE 5

CHROMA ATE INC.

TOTAL PURCHASE FROM OR SALE TO RELATED PARTIES AMOUNTING TO AT LEAST $100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2019

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name Related Party Relationship Transaction Details Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts
Receivable (Payable)
Notes/Accounts
Receivable (Payable)
Note
Purchase
(Sale)
Amount % to
Total
Payment Terms Unit Price Payment Terms
Ending
Balance
% to
Total
The Corporation
Neworld Electronics Ltd.
The Corporation
Chroma Electronics (Shanghai) Co., Ltd.
The Corporation
Chroma Electronics (Shenzhen) Co., Ltd.
The Corporation
Chroma Japan Corp.
The Corporation
Chroma ATE Inc.
The Corporation
Chroma Systems Solutions, Inc.
The Corporation
Chroma ATE Europe B.V.
The Corporation
Quantel Private Ltd.
The Corporation
Chroma ATE (Suzhou) Co., Ltd.
Neworld Electronics Ltd.
The Corporation
Chroma Electronics (Shanghai) Co., Ltd.
The Corporation
Chroma Electronics (Shenzhen) Co., Ltd.
The Corporation
Chroma Japan Corp.
The Corporation
Chroma ATE Inc.
The Corporation
Chroma Systems Solutions, Inc.
The Corporation
Chroma ATE Europe B.V.
The Corporation
Quantel Private Ltd.
The Corporation
Chroma ATE (Suzhou) Co., Ltd.
The Corporation
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
$ (2,628,273)
2,628,273
(247,712)
247,712
(395,162)
395,162
(181,261)
181,261
(336,352)
336,352
(482,383)
482,383
(364,327)
364,327
(287,288)
287,288
(117,021)
117,021
(32)
100
(3)
100
(4)
100
(2)
100
(4)
100
(6)
100
(4)
100
(4)
100
(1)
100
Net 90 days after delivery
Net 90 days after delivery
Net 120 days after delivery
Net 120 days after delivery
Net 90 days after monthly closing
Net 90 days after monthly closing
Net 90 days after delivery
Net 90 days after delivery
Net 180 days after delivery
Net 180 days after delivery
Net 90 days after delivery
Net 90 days after delivery
Net 90 days after delivery
Net 90 days after delivery
Net 90 days after delivery
Net 90 days after delivery
Net 120 days after delivery
Net 120 days after delivery
-
-
-
-

-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 783,034
(783,034)
64,942
(64,942)
102,621
(102,621)
181,262
(181,262)
402,745
(402,745)
199,399
(199,399)
184,840
(184,840)
50,708
(50,708)
45,404
(45,404)
24
(100)
2
(100)
3
(100)
5
(100)
12
(100)
6
(100)
6
(100)
2
(100)
1
(100)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(Continued)

-267-

Company Name Related Party Relationship Transaction Details Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts
Receivable (Payable)
Notes/Accounts
Receivable (Payable)
Note
Purchase
(Sale)
Amount % to
Total
Payment Terms Unit Price Payment Terms
Ending
Balance
% to
Total
The Corporation
Wei Kuang Automatic Equipment Co.,
Ltd.
Neworld Electronics Ltd.
Chroma Electronics (Shenzhen) Co., Ltd.
Neworld Electronics Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Chroma ATE Europe B.V.
Chroma Germany
Wei Kuang Automatic Equipment Co.,
Ltd.
The Corporation
Chroma Electronics (Shenzhen) Co., Ltd.
Neworld Electronics Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Neworld Electronics Ltd.
Chroma Germany
Chroma ATE Europe B.V.
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
Purchase
(Sale)
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
$ 251,804
(251,804)
(960,349)
960,349
(150,262)
150,262
(138,250)
138,250
7
(100)
(33)
69
(5)
46
(28)
100
Net 90 days after monthly closing
Net 90 days after monthly closing
Net 90 days
Net 90 days
Net 90 days
Net 90 days
Net 90 days
Net 90 days

-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ (184,794)
184,794
298,305
(298,305)
96,474
(96,474)
56,104
(56,104)
(15)
100
29
(78)
9
(46)
44
(84)
-
-
-
-
-
-
-
-

(Concluded)

-268-

TABLE 6

CHROMA ATE INC.

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST $100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2019

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name Related Party Relationship Ending Balance Turnover
Rate
Overdue Overdue Amount
Received in
Subsequent
Period (Note)
Allowance for
Impairment
Loss
Amount Action Taken
The Corporation
Neworld Electronics Ltd.
Neworld Electronics Ltd.
Chroma ATE Inc.
Chroma Systems Solutions, Inc.
Chroma ATE Europe B.V.
Chroma Japan Corp.
Chroma Electronics (Shenzhen) Co, Ltd.
Wei Kuang Automatic Equipment (Xiamen)
Co., Ltd.
Chroma Systems Solutions, Inc.
Chroma Electronics (Shenzhen) Co, Ltd.
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Same parent company
Subsidiary
Subsidiary
Trade receivables
$ 783,034
Trade receivables
402,745
Trade receivables
199,399
Trade receivables
184,840
Trade receivables
181,262
Trade receivables
102,621
Dividends receivable
300,000
Other receivables - financing provided
116,519
Trade receivables
298,305
4.27
0.77
2.88
1.66
0.90
4.53
-
-
-
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 371,502
151,948
100,516
41,643
61,437
-
-
-
-
$ -
-
-
-
-
-
-
-
-

Note: As of February 26, 2020.

-269-

TABLE 7

CHROMA ATE INC.

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investor Investee Location Main Businesses and Products Investment Amount Investment Amount Balance as of December 31, 2019 as of December 31, 2019 Net Income
(Loss) of the
Investee
Investment
Gain (Loss)
Note
December 31,
2019
December 31,
2018
Shares
(Thousands)
Percentage of
Ownership
Carrying
Amount
The Corporation
Chroma ATE Inc.
San Eagle Development Corp.
EVT Technology Co., Ltd.
Adivic Technology Co., Ltd.
Quantel Private Ltd.
Chroma ATE Europe B.V.
Chroma Investment Co., Ltd.
Neworld Electronics Ltd.
San Eagle Development Corp.
Adlink Technology Inc.
Chroma New Material Corporation
Wei Kuang Automatic Equipment Co., Ltd.
CHI Incorporation Ltd.
Quantel Private Ltd.
Chen Hwa Technology Inc.
Chroma Investment Co., Ltd.
Chroma ATE Europe B.V.
DynaScan Technology Corp.
Chroma ATE Inc.
Sensational Holding Ltd.
Adivic Technology Co.
Chroma Japan Corp.
Chroma Systems Solutions, Inc.
Deep Red Holding Co., Ltd.
Chih Ho Shun Development Co., Ltd.
Testar Electronics Corporation
EVT Technology Co., Ltd.
Innovative Nanotech Incorporated
Touch Cloud Incorporation
Camtek Ltd.
Chroma Systems Solutions, Inc.
Wei Kuang Mech. Eng. Inc.
Wei Da Electric Vehicle Co., Ltd.
Adivic Holding Corporation
Quantel Technologies India Private Ltd.
Quantel Global Vietnam Co., Ltd.
Quantel Global Sdn. Bhd.
Quantel Global Philippines Corporation
Chroma Germany GmbH
Testar Electronics Corporation
Hong Kong
British Virgin Islands
New Taipei, Taiwan
Taoyuan, Taiwan
Hsinchu, Taiwan
British Virgin Islands
Singapore
British Virgin Islands
Taoyuan, Taiwan
The Netherlands
Taoyuan, Taiwan
USA
British Virgin Islands
Taipei, Taiwan
Japan
USA
Mauritius
Taoyuan, Taiwan
Taoyuan, Taiwan
Taoyuan, Taiwan
Hsinchu, Taiwan
Taipei, Taiwan
Israel
USA
Mauritius
Pingtung, Taiwan
Samoa
India
Vietnam
Malaysia
Philippines
Germany
Taoyuan, Taiwan
Sale and maintenance of electronic test instruments, etc.
Investment
Manufacturing, processing and retailing of software/hardware of
computers and peripherals
Sale and processing of gold wire
Design, manufacturing, installment and testing of automated
factory conveyor systems
Test of inductance, capacitance and resistance, and sale of parts
Sale and maintenance of test instruments, etc.
Test of inductance, capacitance and resistance, and sale of parts
Investment
Sale and maintenance of electronic test instruments etc.
Research and manufacture of LED generators
Sale and maintenance of electronic test instruments, etc.
Investment
Sale and research of RF device
Sale and maintenance of electronic test instruments, etc.
Sale and maintenance of electronic test instruments, etc.
Investment
Construction and development of residence, buildings and
specialized field; construction and investment of public works
Testing of LED products
Manufacturing of motorcycles and its parts
Monitoring instruments of nanoparticles
Development of cloud platform and Internet of Things systems
Automatic optical inspection equipment
Sale and maintenance of electronic test instruments, etc.
Investments
Sale and lease of motorcycles
Sale and research of RF device
Sale and maintenance of test instruments, etc.
Sale and maintenance of test instruments, etc.
Sale and maintenance of test instruments, etc.
Sale and maintenance of test instruments, etc.
Sale and maintenance of electronic test instruments, etc.
Testing of LED products
$ 271,873
186,514
165,146
480,715
533,000
122,884
112,328
98,217
80,000
54,026
238,746
29,895
38,301
273,800
147,125
29,628
12,217
17,500
247,096
117,311
142,140
57,000
2,342,340
64
185,686
3,750
42,245
3,056
6,219
4,199
610
1,073
11,250
$ 271,873

186,514

165,146

480,715

533,000

122,884

112,328

98,217

80,000

54,026

238,746

29,895

38,301

193,800

147,125

29,628

12,217

17,500

247,096

117,311

142,140

57,000

-

64

185,686

3,750

42,245

3,056

6,219

4,199

610

1,073

-

64,013

2,050

24,502

25,000

10,000

3,830

1,914

3,085

14,000

1

9,841

1,000

1,200

12,590

9

120

215

1,750

20,160

9,412

14,214

5,700

7,817

240

4,475

375

1,000

65

-

600

99

30

4,500
100.0
100.0
11.3
100.0
100.0
100.0
60.0
100.0
100.0
100.0
27.3
100.0
100.0
74.1
100.0
25.0
100.0
35.0
67.2
85.6
71.1
78.1
20.2
50.0
100.0
75.0
100.0
100.0
100.0
100.0
100.0
100.0
15.0
$ 1,090,020
782,959
538,926
431,515
478,363
171,580
158,915
97,192
101,449
105,878
123,748
69,756
53,227
88,636
(110,043)
(47,780)
113,189
17,621
11,596
49,951
117,588
34,582
2,230,935
203,191
868,118
40
9,825
3,353
3,881
4,300
3,454
9,680
6,685
$ 208,415

84,959

462,455

28,906

21,811

26,992

50,531

1,647

6,099

37,068

35,455

(49,353)

612

(28,441)

(41,212)

134,407

13,587

(124)

(21,607)

(11,500)

(2,607)

(11,778)

271,098
(Note)

134,407

84,999

-

(169)

1,202

839

221

2,142

12,985

(21,607)
$ 208,409

70,075

52,141

28,905

21,811

26,992

29,202

1,647

(1,904)

37,105

9,679

(49,451)

612

(19,739)

(41,636)

33,602

13,587

(43)

(14,511)

(9,841)

(1,853)

(9,197)

35,415


NA

NA

NA

NA

NA

NA

NA

NA

NA

NA
Subsidiary
Subsidiary
Associate
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Associate
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Joint venture
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Associate
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary

Note: Net income (loss) of investee from June 30, 2019, which was the acquisition date, to December 31,2019.

-270-

TABLE 8

CHROMA ATE INC.

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2019

(In Thousands of New Taiwan Dollars or Foreign Currency, Unless Stated Otherwise)

Investee Company Main Businesses and Products Main Businesses and Products Paid-in Capital
(Note 2)
Method of Investment
(Note 1)
Accumulated
Outward
Remittance for
Investment from
Taiwan as of
January 1, 2019
(Note 3)
Remittance of Funds Remittance of Funds Accumulated
Outward
Remittance for
Investment from
Taiwan as of
December 31,
2019
(Note 3)

Net Income
(Loss) of the
Investee
Percentage of
Ownership in
Investment

Investment
Gain (Loss)
(Notes 4 and 5)
Carrying
Amount as of
December 31,
2019
(Note 2)
Accumulated
Inward
Remittance of
Earnings as of
December 31,
2019

Outward
Inward
Chroma Electronics (Shenzhen) Co., Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Chroma (Shanghai) Trading Co., Ltd.
Hangzhou New Material Chroma Co., Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Wei Kuang Automatic Equipment (Nanjin)
Co., Ltd.
Wei Kuang Automatic Equipment (Xiamen)
Co., Ltd.
Mou Kuan Technologies (Nanjin) Co., Ltd.
Sajet System Technology (Suzhou) Co., Ltd.
Sale of computerized automatic test systems,
peripherals and electronic test instruments
Sale of computerized automatic test systems,
peripherals and electronic test instruments
International and transit trading, commercial
simple processing and commercial
consulting service and etc.
Production and sale of semiconductor
connecting materials
Sale of computerized automatic test systems,
peripherals and electronic test instruments
Sale and maintenance of electronic
equipment and factory conveyor systems
Sale and maintenance of electronic
equipment and factory conveyor systems
Assembly, sale and maintenance of factory
conveyors and related systems and renders
related after-sales services
Research, development and design of
computer network security systems and
information management
$ 115,470
(HK$ 30,000)
89,940
(US$ 3,000)
80,946
(US$ 2,700)
44,970
(US$ 1,500)
113,924
(US$ 3,800)
51,105
(RMB 11,871)
49,150
(RMB 11,417)
7,478
(RMB
1,737)
36,050
(RMB
8,374)
b. Subsidiary of
Neworld Electronics
Ltd.
b. Subsidiary of
Neworld Electronics
Ltd.
b. Subsidiary of Chen
Hwa Technology Inc.
b. Subsidiary of Chen
Hwa Technology Inc.
b. Subsidiary of CHI
Incorporation Ltd.
b. Subsidiary of Wei
Kuang Mech. Eng.
Inc.
b. Subsidiary of Wei
Kuang Mech. Eng.
Inc.
b. Subsidiary of Wei
Kuang Mech. Eng.
Inc.
b. Subsidiary of Deep
Red Holding Co.,
Ltd.
$ 132,178
(HK$ 1,200
US$ 3,853)
101,993
(US$ 3,000)
84,988
(US$ 2,700)
9,091
(US$ 285)
121,115
(US$ 3,800)
43,751
(US$ 1,338)
49,935
(US$ 1,500)
92,000
(US$ 2,836)
(Note 9)
$ -
-
-
-
-
-
-
-

-
$ -

-

-

-

-

-

-

-

-
$ 132,178
(HK$ 1,200
US$ 3,853)

101,993
(US$ 3,000)

84,988
(US$ 2,700)

9,091
(US$ 285)

121,115
(US$ 3,800)

43,751
(US$ 1,338)

49,935
(US$ 1,500)

92,000
(US$ 2,836)

(Note 9)
$ 118,342
48,577
(918)
25,182
26,897
38,572
45,136
506

13,552
100
100
100
19
100
100
100
100
100
$ 118,342
48,577
(918)
-
26,897
38,572
45,136
506
13,552
$ 741,939

161,431

79,871

4,989

223,993

202,206

467,653

49,193

113,184
$ -

-

-

12,065
(US$ 368)

-

-

-

47,504
(US$ 1,522)

-
Accumulated Outward Remittance for
Investment in Mainland China as of
December 31, 2019
Investment Amounts Authorized by the
Investment Commission, MOEA
Upper Limit on the Amount of Investment
Stipulated by Investment Commission, MOEA
$635,051
(HK$1,200, US$19,312)
$725,060
(HK$1,400, US$22,076) (Note 6)
$8,693,257
(Note 7)

(Continued)

-271-

Note 1: Methods of investment have following types:

  • a. Direct investment in mainland China.

  • b. Indirect investment in mainland China through an existing company in a third region. c. Other

Note 2: The amounts of paid-in capital and carrying value as of balance sheet date were translated into the New Taiwan dollar at the rates of HK$1=NT$3.849, US$1=NT$29.980, RMB1=NT$4.305 prevailing on December 31, 2019.

Note 3: The amounts of accumulated outflow of investment from Taiwan as of January 1, 2019 and December 31, 2019 were translated into the New Taiwan dollar on the original outflow day.

Note 4: Based on audited financial statements.

Note 5: Investment income (loss) was translated into the New Taiwan dollar at the average rate of HK$1=NT$3.945, US$1=NT$30.912, RMB1=NT$4.472 for the year ended December 31, 2019.

Note 6:

Approval Letter Approved Amount Approved Amount Approved Amount
a. Letter (1998) II-87710585 of Investment Commission of MOEA NT$ 5,852 (HK$ 1,400)
b. Letter (2000) II-89014726 and 89037430 of Investment Commission of MOEA NT$ 63,180 (US$ 2,000)
c. Letter (2001) II-89037430 of Investment Commission of MOEA NT$ 33,160 (US$ 1,000)
d. Letter II-91048640 of Investment Commission of MOEA NT$ 63,984 (US$ 1,853) (Note 8)
e. Letter II-90025170 of Investment Commission of MOEA NT$ 60,240 (US$ 1,750)
f. Letter II-092020235 of Investment Commission of MOEA NT$ 19,230 (US$ 560)
g. Letter II-092043358 of Investment Commission of MOEA NT$ 6,748 (US$ 200)
h. Letter II-093004076 of Investment Commission of MOEA NT$ 3,158 (US$ 95)
i. Letter II-094006092 of Investment Commission of MOEA NT$ 6,896 (US$ 219)
j. Letter II-09500052120 of Investment Commission of MOEA NT$ 81,528 (US$ 2,500)
k. Letter II-09600175700 of Investment Commission of MOEA NT$ 120,000 (US$ 3,699)
l. Letter II-096000006020 of Investment Commission of MOEA NT$ 66,580 (US$ 2,000)
m. Letter II-09600310110 of Investment Commission of MOEA NT$ 33,160 (US$ 1,000)
n. Letter II-09700186010 of Investment Commission of MOEA NT$ 46,110 (US$ 1,500)
o. Letter II-09700403210 of Investment Commission of MOEA NT$ 7,096 (US$ 210) (Note 9)
p. Letter II-10400042770 of Investment Commission of MOEA NT$ 78,240 (US$ 2,500)
q. Letter II-10600164500 of Investment Commission of MOEA NT$ 29,898 (US$ 990)

Note 7: The upper limit on investment was calculated in accordance with the regulations of the Investment Commission of the Ministry of Economic Affairs for 60% of the net equity or consolidated net equity.

Note 8: The Corporation invested accounts receivable amounting to US$853 thousand in Chroma Electronics (Shenzhen) Co., Ltd. through Neworld Electronics Ltd.

Note 9: The investment in Sajet Technology Inc. (liquidated on September 15, 2008) was authorized by the Investment Commission in 2004.

(Concluded)

-272-

Chroma ATE Inc.

==> picture [115 x 105] intentionally omitted <==

Chairman Leo Huang

==> picture [63 x 54] intentionally omitted <==

-273-

==> picture [489 x 691] intentionally omitted <==

-274-