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CLEVO CO. — Annual Report 2020
Sep 2, 2021
52030_rns_2021-09-02_3b35d450-e49e-41ae-a60e-a6513aa3b720.pdf
Annual Report
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Stock Code: 2362
Annual Report Website: https://mops.twse.com.tw/mops/web/index Company Website: https://www.clevo.com.tw
CLEVO CO. 2020 Annual Report
Publication Date: May 27, 2021
1. Company’s Spokesperson:
Name: Wu, Mai
Title: Vice President of Finance Management Center
Tel.: 886(2) 2278-9696
Company’s Spokesperson E-mail: [email protected]
Company’s Deputy Spokesperson:
Name: Chiu, Shu-Chuan
Title: Direct of Finance Division
Tel.: 886(2) 2278-9696
2. Address and Telephone Number of Company’s Headquarters, Branches and Plant
(1) Headquarters:
Add: No. 129, Xingde Rd., Sanchong Dist., New Taipei City 241, Taiwan, R.O.C. Tel: 886(2) 2278-9696
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(2) Branch: (None)
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(3) Plant:
Add: No. 200, Second Avenue, Kunshan Comprehensive Bonded Zone, Jiangsu,China Tel: 886(2) 2278-9696
3. Common Share Transfer Agent And Registrar
Name: Agency Department of Chinatrust Commercial Bank
Add: 5F., No. 83, Sec. 1, Chongqing S. Rd., Zhongzheng Dist., Taipei City 100, Taiwan, R.O.C. Tel. : 886(2) 6636-5566
Website: https://ecorp.chinatrust.com.tw/cts/index.jsp
4. Information of the Certified Public Accountants for the Latest Financial Repot
Name of CPA: Wu, Han-Chi CPA and Liang, Hua-Ling CPA
Firm: PwC Taiwan
Add : 27F., No. 333, Sec. 1, Keelung Rd., Songshan Dist., Taipei City 105, Taiwan, R.O.C. Tel : 886(2) 2729-6666
Website: https: //www.pwc.tw/
5. Overseas Trade Places for Listed Negotiable Securities
None
6. Corporate Website
https://www.clevo.com.tw
Clevo CO.
Table of Contents
I. Letter to Shareholders .................................................................................................................................... 1 1. 2020 Business Report ..................................................................................................................................... 1 2. 2021 Business Plan ......................................................................................................................................... 2 II. Company Profile ............................................................................................................................................ 4 1. Date of Incorporation ..................................................................................................................................... 4 2. Company history ............................................................................................................................................. 4 III. Corporate Governance Report .................................................................................................................. 11 1. Organization System ...................................................................................................................................... 11 2. Information for Directors, Supervisors, Presidents, Vice Presidents, Assistant Vice Presidents, Chiefs of Each Department and Branches .............................................................................................................. 13 3. Remuneration of Directors, Supervisors, President, and Vice President in the Most Recent Year .... 19 4. Implementation of Corporate Governance ................................................................................................ 27 5. Information about Certification Fees for CPA s ......................................................................................... 82 6. Information about Replacement of CPAs .................................................................................................... 83 7. The Company’s Chairman, General Manager, or any Managerial Officer in Charge of Finance or Accounting Matters has in the Most Recent Year Held a Position at the Accounting Firm of its CPA or at an Affiliated Enterprise's Situation .................................................................................................... 84 8. Information about the shares transferred by and changes to the shares pledged by the directors, supervisors, managers and the shareholders holding more than 10% of shares in the most recent year and up to the date of publication of the annual report ................................................................ 85 9. Information about the Relationships among Top Ten Shareholders, Such as Related Parties, Spouses or Relatives within the Second-degree of Kinship .................................................................... 86 10. Investment by Directors, Supervisors, Managers, Groups of Direct or Indirect Control in the Investment Business, and to Calculate the Combined Shareholding Percentage ................................ 89 IV. Capital overview ......................................................................................................................................... 90 1. Capital and Shares......................................................................................................................................... 90 2. Information on Corporate Bonds ................................................................................................................. 98 3. Information on Preferred Shares................................................................................................................. 98 4. Information on Overseas Depository Receipts ......................................................................................... 99 5. Information on Employee Stock Options and Restricted Stocks ............................................................ 99 6. Status of New Share Issuance in Connection with Mergers and Acquisitions or Transferred Company Shares ............................................................................................................................................ 99 7. The implementation of the fund utilization plan ....................................................................................... 99 V. Operational Highlights ............................................................................................................................. 100 1. Business Overview ........................................................................................................................................ 100 2. Overview of the Market and Production and Sales .............................................................................. 111 3. Information on Employees .......................................................................................................................... 120
- Environmental Protection Spending .......................................................................................................... 120 5. Labor Relations ............................................................................................................................................. 121 6. Important Contracts ..................................................................................................................................... 124 VI. Financial Highlights .................................................................................................................................. 125 1. Concise Balance Sheet, Statement of Comprehensive Income of the Recent 5 Years ...................... 125 2. Financial Analysis of the Recent 5 Years .................................................................................................. 129 3. The Audit Committee Audit Report in the Financial Report in 2020 ................................................... 133 4. 2020 Consolidated Financial reports Audited and Certified by CPAs .............................................. 134 5. 2020 Individual Financial Reports Audited and Certified by CPAs ................................................... 135 6. Whether Financial Difficulty of the Company and Affiliated Enterprises Occurred, and the Impact on the Company's Financial Position for the Most Recent Year and up to the Date of Publication of the Annual Report ................................................................................................................ 134 VII. Review and Analysis of Financial Position, Performance and Risks ......................................... 135 1. Analysis of Financial Position ...................................................................................................................... 135 2. Analysis of Financial performance ............................................................................................................. 136 3. Analysis of Cash flows ................................................................................................................................. 137 4. Effect of Major Capital Expenditures in the most recent year on Financial Operations ................. 138 5. Investment Policy, Main Causes for Profits or Losses, Improvement Plans and the Investment Plans for the Coming Year .................................................................................................................................... 138 6. Analysis and Assessment of Risk Issues ...................................................................................................... 139 7. Other significant matters ............................................................................................................................. 142 VIII. Additional Information .......................................................................................................................... 143 1. Summary of Affiliated Companies ............................................................................................................ 143 2. Private Placement of Securities in the most recent year and up to the Date of Publication of the Annual Report ................................................................................................................................................ 166 3. The Shares in the Company Held or Disposed by Subsidiaries in the most recent year and up to the Date of Publication of the Annual Report .......................................................................................... 167 4. Other Supplementary Information ............................................................................................................. 167 IX.Matters According to Article 36.3.2 of the Securities and Exchange Act of Taiwan in the Most Recent Year and up to the Date of Printing of this Annual ReportWhich Have Significant Impact on the Shareholders’ Equity or Stock Price .............................................................................. 167 Annexes .............................................................................................................................................................. 180 1. 2020 Consolidated Financial Statements ................................................................................................. 168 2. 2020 Individual Financial Statements ....................................................................................................... 335
Letter to Shareholders
I.
Dear Shareholders:
I. 2020 Business Report
(I) 2020 Operating Results
The global economy in 2020 took a massive blow and declined by 3.5% due to the pandemic, declined oil prices and continued trade war between China and the US. The Company’s operations were also disrupted COVID-19. The domestic demand in China was significantly affected. However, the severe impact on the production our Notebook Business Group in Kunshan was limited to the first quarter. The business enjoyed a record high revenue due to subsequent and rapidly rising demand from working and studying from home.
Notebook Business Group
Notebook Business Group benefited from the demand for the home economy. Shipments in 2020 totaled 1.52 million units, up 8% year-over-year. Sales reached the highest level for the past five years, at NTD 16.2 billion, up 5% year over year in NTD and 11% in USD. With the speedy and precise product R&D and the effectiveness of marketing strategies, the sales of blue ocean models increased by 7%. This combined with control of material costs and expenses resulted in 5% operating margin for Notebook Business Group in 2020, almost doubled from the previous year. The operating results were strong.
China Distribution Business Group
Due to COVID-19, China’s GDP in the first quarter of 2020 dropped -6.8% and sales of social retail goods declined 19% year-over-year. The 18 branches of Buynow consumer electronics malls under the Company’s China Distribution Business Group lowered rents for tenants and cut back on expenses, to go through this difficult time. As the GDP in the fourth quarter turned positive and posted 6.5% growth, Buynow Malls saw its average occupancy reach 95%. Annual rental incomes totaled CNY 730 million, down 8% year-over-year. Operating profits declined 6% year-over-year. Chicony Square, 30% owned by the Company, suffered losses during the first half of 2020 due to COVID-19. However, the operations recovered along with the Chinese domestic market in the second half of the year and reported a revenue of c. CNY 3 billion, up 121% from the first half of the year. Whilst the annual revenue dropped 22%, there was still a profit of CNY 43 million, thanks to the rebound in the second half of the year. The sale of office buildings was behind schedule due to COVID-19 control and social distancing. The annual revenue stood at CNY 197 million, attaining only 40% of the annual target.
(II) Financial analysis
In 2020, the group’s consolidated revenue totaled NTD 20.2 billion, gross profits NTD 4.4 billion at 21% margin; operating profits at NTD 1.476 billion at 7.3% margin and up 67%; net income NTD 667 million; earnings per share NTD 1.12. The Company’s business units were significantly influenced by the pandemic. One business benefited and the other suffered. However, the Company’s total operating profit increased by 3% from the previous year. However, the absence of asset disposal during the period resulted in lowering non-operating profits. Going forward, the Company intends to adjust the under-performing shopping mall business and strengthen its financial structure via deleveraging. Despite the pandemic impact, the operating cash flows were still positive at NTD 680 million. Net cash outflows totaled NTD 1.1 billion from investing activities, NTD 4.4 billion from financing activities. Total liabilities were reduced by NTD 6.2 billion, pushing down the liabilities to assets ratio to 58% from 60% during the previous year. Book value per share went up from NTD 65 to NTD 67.
(III) Review of research and development
The Company’s product development in 2020 focused on technology, fashion and
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environmental protection. In addition to attractive look and feel, the Company continued its development of a new series of trendy models with high value added. Examples are wide color gamut (WCG) displays (NTSC >95%; 100% sRGB and DCI-P3>90%); wide viewing angle displays (e.g., IPS/AHVA); OLED/mini LED displays;
144Hz/165Hz/240Hz/300Hz/360Hz double frame rate (DFR); 10-finger touchscreen and high-resolution (4K/3K); eye tracking technology; AR/VR/MR/xR applications, voice assistants, and Gamma Pad. In 2020, the Company worked with customers in development of multiple models, and have ramped up 72 large-sized models to date. Deep/light blue models accounted for 78% of this line-up and the marginal contribution was 88%, up by 10% from the previous year. This demonstrates the Company’s precise targeting in product R&D and marketing, to meet customers’ needs and boost profitability.
In 2021, the Company will continue working with processor suppliers such as Intel for its new series Rocket Lake, Tiger Lake, and Alder Lake platforms; with ADMD for Vermeer, Cezanne, Lucienne and Rembrandt platforms; and with Nvidia for nextgeneration dedicated graphic cards GN20 and GN20 Refresh, in order to expand product range and create superior multi-processing and graphic rendering. These models allow users to enjoy perfect 3D effects, at home and out and about for a variety of applications such as maps, online movies/videos, photos, games, music and TV shows. The Company provides unique solutions to meet a variety of advanced computing needs, such as superior graphics and imaging capabilities and large-scale screen options, to surpass the laptop computers offered by other manufacturers at the same price range, and provide a unique computing experience.
II. 2021 Business Plan
(I) Operating policies, expected sales quantity, and its basis, and important production and marketing policies
Notebook Business Group
Both the research firms IDC and TrendForce forecast strong demand for notebooks in 2021 with global shipments at 212~217 million units, growing 5~8% year-overyear. However, there are still problems such as labor shortage, components shortage and rising component costs. Looking into 2021,the Company’s shipment target is 1.75 million units, up 15% year-over-year. To respond to components shortage, the Company continues to adjust production schedules and increase the safety level of inventory. Management will also seek to boost the sales mix of blue ocean products.
As working from home has become the new norm, the demand for mid-to-high end business models remains robust. Meanwhile, home entertainment is expanding the global gaming market. The research firm Newzoo projects the total market size to reach US$190 billion in 2021. The delay of the originally scheduled launch of major titles in the second half of 2020 will extend the e-sports replacement demand into 2021. The research company IDC indicated that the global e-sports notebook market reached 12.25 million units in 2020, up 12.1% from 2019, and may exceed 13 million units in 2021, up 5%~8% year-over-year. Given the strong market demand, the Company forecasts its average selling price to go up further. Notebook Business Group is expected to enjoy higher volumes and prices in the post COVID-19 era.
China Distribution Business Group
Chinese Premier Li Keqiang said in the March 2021 that the GDP target for 2021 is 6%. The Chinese domestic demand is expected to continue expanding with COVID19 under control and increasing vaccination. The 18 Buynow consumer electronics malls are capitalizing on the recovery of the consumer market in China by working with vendors and merchants. In addition, cost savings are continued. It is hoped that Buynow Malls will generate profits this year with rental incomes back to the normal level and increasing inflows of spenders. Chicony Square, 30% owned by the
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Company,witnessed its 1Q revenue in 2021 up by 2.6x year-over-year, due to pent-up demand after COVID-19 under control. The commercial property projects are seeing an increase of viewers and expecting to grow revenues by folds. The sales target is CNY 300 million this year.
(II) Influence of the Company’s development strategy by external competitive environment, regulatory environment, and overall operating environment in the future
The pandemic has sweeping effects on the global economy. As a result, central banks around the world have become increasingly proactive in implementing economic stimulus measures. In addition,a new economy is emerging, driven by massive growth of online shopping, online education and homeworking as the new norm. Digital transformation and artificial intelligence continue to gather momentum. As countries around the world implemented anti-COVID measures and began the mass inoculation programs, the pandemic began to ease off. The world seems to be gradually entering the post-COVID era. The International Monetary Fund (IMF) forecasts the global economic growth will turn positive and expand by 5.5% in 2021. However, current vaccine shortage and potential virus mutations remain the biggest hurdle to the global economic recovery. The demand for notebooks during the pandemic has become a shift in lifestyle such as remote working. The market anticipates the demand for notebooks and peripherals to continue for a while, even with COVID-19 under control. The outlook for 2021 is bright.
To fully uncover the potential of the domestic consumer market and expand the demand and private consumption, the Chinese government continues o promote Internet+ in 2021, by further integrating online and offline and developing new business models. The purpose is to gradually boost spending and improve the consumption environment, so that consumers will be able and willing to spend. This is expected to increase the domestic demand and accelerate the economic growth. Currently, BUYNOW consumer electronics mallsare the most professional and the largest physical channel in China for smart technology and Internet-of-Things (IoT). A total of seven product categories are offered: new and high tech; smart wearables; audio/video; smart living; creative digital; e-sports notebooks & peripherals; smart toys. The Company will continue to specialize on these products by introducing 5G and Big Data and serving as the best platform to bridge smart tech and consumers.
Going forward, the Company will continue to focus on R&D of notebooks, strictly control costs and expenses, and provide customers with a comprehensive product portfolios with the best customized and differentiated products, so as to create win-wins with customers. As COVID-19 is slowly under control in China, its economy is also bouncing back. The Company will continue to optimize and activate assets for China Distribution Business Group and gradually deleverage to achieve better profits via operational and strategic adjustments.
Up to now the Company has spared no efforts in implementing anti-COVID measures put in place by the government. Business operations are running as usual. Salaries and benefits are handed out as normal. We care about the health of our colleagues and we believe that with our collective efforts, we will overcome the pandemic and achieve the annual target, so that we can create higher profits for shareholders and contribute to the society. Finally, I wish you
good health and all the best.
Chairman: Hsu,Kun-tai Vice Chairman and General manager: Tsai,Ming-Hsien Chief Accounting Officer: Wu,Mai
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II. Company Profile
I. Date of Incorporation: October 4, 1983 II. Company History
| 1983 | .The Company was founded and named as Clevo Computer Ltd., located at Section 3, Zhongxiao East Road. It was engaged in the business of computer's power converters and keyboards. Its approved capital andpaid-in capital wasNTD 1,000,000. |
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| 1984 | .The approved and paid-in capital was increased to NTD 5,000,000 and the Company was moved to Section 5,NanjingEast Road. |
| 1985 | .Moved to No. 17,Yongji Road,Taipei City |
| 1986 |
.Established the keyboard business division, and built up a keyboard factory at Yongji Road. Annual sales increased greatly to NTD 101,313,069. .Completed the development of large-scale IBM compatible XT/AT keyboard, and mass- produced for sales. |
| 1987 |
.The approved and paid-in capital was increased to NTD 35,000,000, and the company type was changed from limited company to incorporated company. Annual sales were NTD 274,352,582. .Successfully developed small-scale IBM compatible XT/AT keyboard, and mass-produced for sales. |
| 1988 |
.The approved and paid-in capital was increased to NTD 70,000,000. .Led in the industryto complete the development and design of 286 laptops. |
| 1989 |
.Established the personal computer business division, and built up a personal computer factory in Xizhi. .Keyboard factory was moved from Yongji Road to Xizhi. .Established president office and general administration office. .Annual sales increased greatly to NTD 657,836,467. .Successfully developed keyboard for the use of laptop. .Led in the industry to complete the design of VGA laptop. .Took the lead in completing the mass-production of VGA laptop, and successfully developed 386SX laptop. |
| 1990 |
.The approved and paid-in capital was increased to NTD 198,000,000. .Officially invested in Malaysia Clevo Computer Private Service Ltd. with 100% of shareholding to build up overseas production base for keyboard. .Personal computer factory was moved from Xizhi to Wugu, and expanded the production capacity for portable personal computers. .Annual sales increased greatly to NTD 1,751,257,424. .Developed the first 386DX laptop in the domestic industry. .Led in the domestic industry to complete the first 286 and 386SX of notebook's development and design,and it was the first domestic manufacturer topass the FCC's accreditation. |
| 1991 |
.Established the Clevo Computer U.S. Co., Ltd. in the U.S. and the European office in Germany respectively in order to build up a complete sales network in overseas markets. .For the long-term demand of sound development, the Company purchased the lands to build up factory and office building at home. .Annual sales increased to NTD 1,888,874,127. .First manufacturer in the domestic industry to complete 386DX of notebook's design and passed the FCC's accreditation. .First manufacturer in the domestic industry to complete 486DX of notebook's design and passed the FCC's accreditation. |
| 1992 | .The Securities Management Commission of Ministry of Finance approved the Company's stock public offering. |
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| .The approved and paid-in capital was increased to 42,000,000 shares and NTD 420,000,000. .Annual sales increased to NTD 3,303,410,169. .Reinvested in the Zhengda Technology Co., Ltd. to mainly produce the monitor. .In order to build up a complete sales network in overseas markets, the European office in Germany established the German Clevo Ltd.. .The export sales' growth in Europe was ranked the third for the Awards of Excellent Trading Businesses. |
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| 1993 | .The approved and paid-in capital was increased to 54,600,000 shares and NTD 546,000,000. .The 486DX-2 series of color notebooks was mass-produced and passed the FCC's accreditation. .Reinvested in domestics trade-type of subsidiary with the name of Kapok Computer Co., Ltd. who was the second brand and mainly focused on professional marketing to expand the market share. .Established the U.K. Clevo Ltd. in the U.K. in order to build up a complete sales network in overseas markets. .Researched/developed the PENTIUM 80586 series of color notebook and conducted the pilot production .Clevo building was completed at the end of the year at No.35, Wugong 6th Rd., Wugu Industrial Park and started to officially launch in order to increase production volume and efficiency. |
| 1994 | .The approved and paid-in capital was increased to 68,250,000 shares and NTD 682,500,000. .586 series of color notebooks were mass-produced and passed the FCC's accreditation. .Established France Clevo Ltd. in France in order to build up a complete sales network in overseas markets. .Passed the certification of ISO-9002 international quality. .Annual sales increased to NTD 5,973,247,006. |
| 1995 | .The paid-in capital was increased to 81,900,000 shares and NTD 819,000,000. .The stock was approved to be traded in the Securities Brokerage. .Research/developed 586 high-end multimedia notebooks and mass-produced. |
| 1996 | .The paid-in capital was increased to 99,918,000 shares and NTD 999,180,000. .The stock was publicly traded at OTC on March 4. |
| 1997 | .The stock was listed and traded in Taiwan Stock Exchange on April 2. .The approved capital was increased to 500,000,000 shares and NTD 5,000,000,000. .Conducted the capital increased by cash to issue 27,228 thousand shares of new stock. Each share had a premium of NTD 76. Total raised fund was NTD 2,069,328,000. .The paid-in capital was NTD 2,500,000,000. .Spent NTD 700 million to purchase the original Makro's land for building the Clevo second phase of thefactoryinWugu. |
| 1998 | .Passed the certification of ISO-9001 international quality and strictly asked for the product's quality starting from research and development. .Handled the increase of capital from the earnings and the capital surplus; each share was distributed by NTD 2 from earnings and NTD 2 from surplus; the paid-in capital was NTD 3,570,000,000. .In June, the Clevo Computer Singapore Pte Ltd. was established to engage in the business of consultant relating to computer; through this company, the Clevo reinvested in the establishment of the Clevo (Sichuan) Computer Ltd. and the Clevo Computer (Beijing) Ltd., that were engaged in production and sales of computer related industries in China. .In August, established the Clevo Investment Corporation with the capital of NTD 190,000,000. .In October, the Sanchong factory was constructed completely and officially launched. |
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| 1999 |
.In January, Vice President, Tsai,Ming-Hsien , was promoted as President. .In February, the headquarter was transferred from Wugu factory to Sanchong factory. .In July, the earnings and the capital surplus were transferred to increase capital; each share was distributed by NTD 0.5 from earnings and NTD 0.5 from surplus; the paid-in capital was NTD 3,942,700,000. .In September, reinvested in the establishment of the Clevo (Nanking) Computer Ltd. through Clevo Computer Singapore Pte Ltd. .In December, invested in Xubang Venture Capital Co., Ltd. with NTD 50,000,000. .Developed the 5101 largest-scale 3-SPINDLE notebook in the world. |
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| 2000 | .In February, invested in Avita Corporation with NTD 80,700,000. .In March, all employees in the Wugu factory were moved to the Sanchong factory. .In April, the sales volume of the notebook broke through 50,000 units to reach 50,106 units. .In April,the Wugu factorywas leased to the DeshengEnterprise Co.,Ltd. |
| 2000 |
.In May, invested in Taiwan Fixed Network Co., Ltd. with NTD 400,000,000. .In September, handled the increase of capital from the capital surplus; each share was distributed by NTD 1.0 from surplus; the paid-in capital was NTD 4,336,970,000. .In September, invested in Chicony Software Inc. with US$1,500,000. |
| 2001 |
.In September, established the Clevo (Cayman Islands) Holding Company; through this company, the Clevo reinvested in the establishment of the Buynow Electronic Information (Wuhan) Ltd. .In October, established the Kapok Computer (Samoa) Corporation; through this company, the Clevo reinvested in the establishment of the Kapok Computer (Kunshan) Ltd. that was engaged in production and sales of the computer related industries in China. .In October, the Buynow Plaza of the Clevo (Nanking) Computer Ltd. was inaugurated. .Successfully developed the first 8880 model in support of P4 WILLAMETTE 2G CPU and 5 SPINDLE in the world. |
| 2002 |
.In January, increased capital to Chicony Software Inc. with US$1,500,000. The accumulated investment to this company reached US$3,000,000 and accounted for 50% of its shareholding. .In January, invested in the establishment of the First Choice Logistics Limited with US$1,000,000, which was engaged in the trading of computers and its peripherals. .In July, handled the increase of capital. The original shareholders were distributed by NTD 0.5 per share from surplus and NTD 0.5 per share from earnings. The paid-in capital was NTD 4,819,757,000. .In September, invested in the establishment of the Buynow Electronic Information (Hangzhou) withUS$2,000,000. |
| 2003 |
.In March, increased capital to Buynow Electronic Information (Hangzhou) with US$3,000,000. .In March, invested in the Buynow Electronic Information (Shanghai) with US$1,500,000. .In May, sold out the Avita Corporation to Chicony Power. .In July, sold out the Wugu factory to Prodisc Technology Inc. .In August, handled the increase of capital. The original shareholders were distributed by NTD 0.3 per share from surplus. The paid-in capital was NTD 4,982,093,010. .In September, the Jinan Store of the Buynow Plaza was inaugurated. .In October, the Kunshan factory completed the assembly production line and began to mass- produce the machinery and ship out. .In December, the whole building of the factory located at Wuquan Road, Wugu Industrial Park was leased to the HANNspree Co.,Ltd. with a monthlyrental of NTD 6,384,000. |
| 2004 |
.In July, the Changsha Store of the Buynow Plaza was inaugurated. .In July, handled the increase of capital. The original shareholders were distributed by NTD 0.5 per share of cash dividend and NTD 0.5 per share of stock dividend (NTD 0.2 from earnings and NTD 0.3 from capital surplus). After capital increased, the paid-in capital was NTD 5,296,950,000. |
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| .In September, the Zhengzhou Store of the Buynow Plaza was inaugurated. .In December, the Tianjin Store of the Buynow Plaza was inaugurated. |
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| 2005 | .In January, the Hefei Store of the Buynow Plaza was inaugurated. .In January, the Clevo M38EW multimedia luxury video/audio series models of notebook was honored with the 13th term of Taiwan Excellence Awards. .In March, the Kapok Computer (Samoa) Corporation finished the contract's signature for US$30,000,000 of the bank syndicated loan program with five year of term. .In June, the Hangzhou Store of the Buynow Plaza was inaugurated. .In August, handled the increase of capital. The original shareholders were distributed by NTD 0.5 per share of cash dividend and NTD 0.5 per share of stock dividend (NTD 0.3 from earnings and NTD 0.2 from capital surplus). After capital increased, the paid-in capital was NTD 5,582,273,000. .In August, the Sanchong factory's production line was transferred to the Kunshan factory. |
| 2006 | .In March, the outbound volume of the Kapok Computer (Kunshan) Co., Ltd. reached a new high record of 60,063 units in a single month since transfer of factory. Its production efficiency was gradually enhanced. .In July, the Guangzhou Store of the Buynow Plaza was inaugurated. Its measurements were 38,539.89 squaremeters whichwasthe biggest Buynow plaza at themoment. |
| 2007 | .In March, the Changchun Store of the Buynow Plaza was inaugurated. It was the tenth store. .In April, the outbound volume of the Kapok Computer (Kunshan) Co., Ltd. reached a new high record of 80,000 units in a single month. Its production efficiency was greatly enhanced. .In April, sold out 28,000,000 shares of the Taiwan Fixed Network Co., Ltd.'s shareholding. After selling out, the shareholding was zero. .In June, the outbound volume of the Kapok Computer (Kunshan) Ltd. reached a new high record of 100,000 units in a single month. .In August, handled the increase of capital. The original shareholders were distributed by NTD 0.4 of stock dividend per share (NTD 0.2 from earnings and NTD 0.2 from capital surplus). After capital increased, the paid-in capital was NTD 5,825,204,000. .In September, the Shanghai (Pudong) Store of the Buynow Plaza was inaugurated. It was the eleventh store. .In November, the sales of notebooks reached a new high record of NTD 1.5 billion. .In December, the Xi'an Store of the Buynow Plaza was inaugurated. It was the twelfth store. |
| 2008 | .In March, the Harbin Store of the Buynow Plaza was inaugurated. It was the thirteenth store. .In March, the flow of people for the Buynow Plaza's Guangzhou Store broke through 100,000 person-time on a single day. The total flow of people for the Buynow Plaza's 13 stores broke through 500,000 person-time that set a new high record. .In June, the Xiamen Store of the Buynow Plaza was inaugurated. It was the fourteenth store. .In August, handled the increase of capital. The original shareholders were distributed NTD 0.5 of stock dividend per share and NTD 0.5 of cash dividend per share. After capital increased, the paid-in capital was increased to NTD 6,246,000,000. .In September, the sales of notebooks reached a new high record of NTD 1.76 billion. |
| 2009 | .In January, the Wuxi Store of the Buynow Plaza was inaugurated. It was the fifteenth store. .In April, the Beijing Store of the Buynow Plaza was inaugurated. It was the sixteenth store. .In July, handled the increase of capital. The original shareholders were distributed by NTD 0.5043 of stock dividend per share. After capital increased, the paid-in capital was NTD 6,556,000 thousand. .In August, the Xuhui Store of the Buynow Plaza was inaugurated. It was the seventeenth store. .In September, the Qingdao Store of the Buynow Plaza was inaugurated. It was the eighteenth store. |
| 2010 | .In February, the Changzhou Store of the Buynow Plaza was inaugurated. It was the nineteenth store. |
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| .In April, the Chongqing Store of the Buynow Plaza was inaugurated. It was the twentieth store. .In June, handled the cancellation of treasury shares to reduce the capital. After reduction of capital, the paid-in capital was NTD 6,384,670,000. .In July, the original shareholders were distributed by NTD 1.5 of cash dividend per share. .In October, the Chengdu Store in the Chicony Plaza Department Store was officially inaugurated. .In December, the Daqing Store of the Buynow Plaza was inaugurated. It was the twenty-first store. .In October, obtained the land in Shantou. |
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| 2011 |
.In February, obtained the land used for Buynow in Yancheng. .In April, the Taiwan Excellence Pavilion was inaugurated in Buynow. .In June, the Zibo Store of the Buynow Plaza was inaugurated. .In June, obtained land in Yingkou and Anshan. .In June, the Buynow's headquarter was transferred to the Hongwell Building in Shanghai. .In July, the original shareholders were distributed by NTD 1 of cash dividend per share. .In August, obtained the land in Guiyang. .In November, obtained the real estate in Taizhou. |
| 2012 | .In January, signed the letter of intent for industry-academia collaboration with Taipei University of Technology. .In July, the original shareholders were distributed by NTD 1.5 of cash dividend per share. .In July, obtained land used for Buynow in Dezhou. .In September, obtained land used for Buynow in Luoyang. .In November, the Company's board of directors resolved the capital increase by cash in 2012; every share was issued at a price of NTD 32; and this program was declared to the Financial Supervisory Commission in this month with the Letter No. 1020048919 to take effect on record. and this program was declared to the Financial Supervisory Commission in this month with the Letter No. 1020048919 to take effect on record. The increase of capital by cash issued 62,500,000 shares with the total amount of NTD 2 billion that was fully received on December 26, 2012. .In December,the Taizhou Store of the Buynow Plaza was inaugurated. |
| 2013 | ‧ In January, handled the increase of capital by cash to the Ministry of Economic Affairs for theissuance of 62,500,000 shares. After capital increased, the capital was NTD 7,009,670,000. ‧ In January, disposed of the Company's factory located at the Wugu Industrial Park and thedisposed price was NTD 2.67 billion. ‧ In March, obtained the land used for Buynow in Quanzhou.‧ In July, the original shareholders were distributed by NTD 2.0 of cash dividend per share.‧ In August, obtained the land used for Buynow in Jinzhou.‧ In December, cancelled 11,804,000 shares of the treasury shares to reduce the capital. Afterchange,the capitalwas NTD6,891,630,000. |
| 2014 | ‧ In March, obtained land No. 850, 851, and 852, Dingkan Section, Sanchong District, NewTaipei City. ‧ In May, cancelled 6,000,000 shares of the treasury shares to reduce the capital. Afterchange, the capital was NTD 6,831,630,000. ‧ In June, completed the Clevo's syndicated loan program of NTD 6 billion with five year ofterm. ‧ In June, the Chairman, Hsu,Kun-tai was awarded the honorary doctorate of the EngineeringInstitute, Taipei University of Technology. ‧ In July, the original shareholders were distributed NTD 3.15 of cash dividend per share.‧ In November, obtained three property buildings in Tokyo, Japan. The total measurement was4,000 pings. ‧ The Wuhan Store of the Buynow Plaza was officially opened on October 18, 2014.‧ The Suzhou Store of theBuynowPlaza was officially opened onNovember 22,2014. |
| 2015 |
‧ In March, according to evaluation and testing from the European Notebook Check.Net on thecategory of Lightweight Gaming and Workstation, the Clevo's notebooks, P651SG and |
8
| P750ZM, were dazzlingly ascended to the top one respectively; it was in the lead of other global brands of machine. ‧ In April, the Company was evaluated as A-grade in the 12th term of the InformationDisclosure Evaluation for TWSE/TPEX Listed Companies. ‧ In May, completed the five-year term of the syndicated loan program for Clevo (CaymanIslands) Holding Company with US$120 million. ‧ In July, the original shareholders were distributed by NTD 2.5 of cash dividend per share.‧In July, the resolution of the board of directors passed to issue the Company's first securedordinary corporate bond in 2015 with NTD 5 billion. This program was declared to the Financial Supervisory Commission on August 12, 2015 with the letter No. 1040030770 to take effect on record; and the fund was raised completely on August 28, 2015; the predetermined programs for fund application were all finished on September 30, 2015. ‧ In August, the board of directors passed the program for the first buy-back of the Company'sshares in 2015 to transfer to the employees; it bought back a total of 3,400 shares on October 12 with the average price of NTD 32.75 per share. ‧ In November, terminated the assignment agreement for the right-of-use land of the nationalconstruction with the National Land Resources Bureau in Yancheng City to end the land development project in Yancheng. ‧ In December, the board of directors passed the program for the second buy-back of theCompany's shares with 10,000 sharesin 2015totransfer tothe employees. |
|
|---|---|
| 2016 | ‧ In February, finished the treasury shares' buy-back with 10,000 shares; the average buy-back price was NTD 31.22. ‧ In April, according to the announcement of the Harvard Business Review for the investigationof top 50 Taiwanese CEO in 2016, Hsu,Kun-tai, the Chairman of the affiliate, the Chicony Electronics (2385), was selected as one of top 50 to be ranked 24th in the overall ranking; furthermore, he was ranked the top one in the ranking of the electronics components. ‧ In May, the Hyatt Place Luoyang was officially inaugurated.‧ In May, disposed of the Company's land No. 848, 850, 851 and 85, Dingkan Section,Sanchong District, New Taipei City. ‧ In July, the original shareholder was distributed by NTD 1.1 of cash dividend per share.‧ On July 16, the Chengdu Grand Hyatt in the Chicony Plaza Department Store was officiallyinaugurated. ‧ In October, the Xuhui Store in Shanghai was reopened and upgraded as the firsttechnological and intelligent plaza in China to render the consumers more comprehensive services. |
| 2017 | ‧ In July, the original shareholders were distributed by NTD 0.7 of cash dividend per share.‧ In August, completed the first issuance of 2016 CSR Report.‧ On November 11, the Xi'an Store of the Chicony Plaza Department Store was officiallyinaugurated. ‧ In December, the board of directors decided to dispose of the Wuhan Store of the BuynowPlaza to the Chicony Plaza Department Store in order to enhance the group's overall business performance. After disposing, the Company still held 30% of the shareholding indirectly. |
| 2018 | ‧ In February, the board of directors passed the program of the first buy-back of theCompany's shares in 2018 to transfer to the employees. It bought back a total of 10,000 shares on April 8 with the average price of NTD 29.42. ‧ In March, the shareholding and the management power of the Buynow Plaza's Wuhan Storewere handed over to the Chicony Plaza Department Store. ‧ For the 4th term of the corporate governance evaluation, the Company made a leap from 6thrange to the first 3 range by the improvement of performance. ‧ In April, the board of directors passed the program of the second buy-back of the Company'sshares in 2018 to transfer to the employee. It bought back a total of 10,000 shares on June 8 with the average price of NTD 31.38. ‧ In July, the capital surplus was distributed to the shareholders by NTD 0.8 of cash dividendper share. ‧ In October, cancelled 3,400 shares of treasury stock to reduce capital. After change, thecapital was NTD 6,797,630,000. ‧ In November, the board of directors passed the program of the third buy-back of theCompany's10,000 sharesin 2018totransfer tothe employee. |
9
‧ In October, the Dezhou Store of the Chicony Plaza Department Store was inaugurated.‧ In December,the Shantou Store of the ChiconyPlazaDepartmentStore wasinaugurated. |
|
|---|---|
| 2019 | ‧ For the program of the third buy-back of the Company’s shares in 2018 to transfer to theemployee, it bought back a total of 7,500 shares on January 14 with the average price of NTD 30.08. ‧ In February, cancelled 10,000 shares of the treasury stock to reduce the capital. Afterchange, the capital was NTD 6,697,630,000. ‧ Kept in the third range for the 5th term of the corporate governance evaluation.‧ In May, the Board of Directors passed to dispose the real estate of Shantou Buynow Mall toChicony Industry (Wuhan) Co., Ltd. in order to enhance the group's overall business performance; it is expected to increase the investment profit and maximize the operating performance of the group through professional business operations. ‧ In June, the board of directors passed the program of the first buy-back of the Company’sshares in 2019 to transfer to the employees. It bought back a total of 10,000 shares on August 16 with an average price of NTD 32.01. ‧ In July, a cash dividend of 0.2 dollar per share and a capital reserve of 0.8 dollar per share,totaling to a cash dividend of 1 dollar per share to shareholders. ‧ In July, the resolution of the board of directors passed to issue the Company’s first securedordinary corporate bond in 2019 with NTD 5 billion. This program was declared to the Taipei Exchange on August 22, 2019 with the letter No. 10800100371 to take effect on record; and the fund was raised completely on August 26, 2019; the predetermined programs for fund implementation were all completed on August 28, 2019. ‧ In July, the subsidiary disposed of three investment properties in Tokyo, Japan.‧ The Company received the Taipei City MRT Area I No. 1086001632 Notification from theDepartment of Rapid Transit Systems, Taipei City Government on October 18 that the Company had taken over the priority and acquired the right to negotiate the contract of the "Land development project in the special zone C1/D1 (east half of the street) of Taipei Main Station." ‧ On November 11, the Ministry of Economic Affairs approved the establishment of "TaipeiTwin Towers Limited" with issuance of 200 million shares and a paid-up capital of NTD 2 billion; and 50% of the shares will be held by Clevo and Hongwell Group respectively. ‧ On December 17, the Company’s investee Taipei Twin Towers Limited completed the contractsigning with the Department of Rapid Transit Systems, Taipei City for Taipei Main Station District ParcelC1/D1(theEastern Part)LandDevelopment Project. |
| 2020 | ‧ In February, the board approved the first repurchase of the Company’s 10,000,000 shares in2020. On April 30, a total of 10,000,000 shares were repurchased, at an average price of NTD 29.66 per share. ‧ For the results of the 6th term of the corporate governance evaluation released in April, theCompany made an improvement by 2 points, remained in the top 3 range in the listed companies, and advanced one level in the third level of the electronics sector with a market value of more than NTD 10 billion. ‧ In May, the Chicony-CLEVO group was ranked the 44th in CommonWealth Magazine’s list ofTop 50 Business Groups for 2020. ‧ InJuly, cashdividends ofNTD0.4pershare wereissued withcapitalsurplus. |
| 2021 | ‧ In April, capitalization was reduced with the cancelation of 10,000 treasury shares. Theresulting share capital was NTD 6,597,630,000. ‧ For the results of the 7th term of the corporate governance evaluation released in April, theCompany made a significant improvement by moving up from the third level to the second level according to the rankings of listed companies and among electronics companies with a marketcapitalizationof morethanNTD 10 billion. |
10
III. Corporate Governance Report
I. Organization System
- (I) Organizational structure table produced on April 30, 2021
==> picture [522 x 296] intentionally omitted <==
----- Start of picture text -----
Shareholder’s Meeting
The Audit Committee
Board of Directors
Corporate
Governance
Committee
Remuneration
Committee
CSR
work group
Chairman
Audit Office
Ming-Hsien Tsai,
General Manager
President Office
Executive Vice
President Stephen
Chien
Michelle Wu, Vice Ming-Hsien Tsai, Nathan Chen, Vice Wen-Qin Zhong, Senior Stephen Chien,
Financial Management President of the Center General Manager of the Management Center Administrative Development Center President of the Research and President of the Business and Procurement Center Alex Chang, Senior Vice Guan-Yan Lin, Kapok Computer (Kunshan) Ltd. Assistant Vice President of the Product Strategy Office Executive Vice President Technology Department of the Information
----- End of picture text -----
| (II) Main Departments' Business | (II) Main Departments' Business |
|---|---|
| Name of Department |
Responsible Business |
| Audit Office | Examine and review the internal control system of the Company and the subsidiaries, and audit all rules and systems. |
| President Office | Establish the Company’s business targets and policies, operate each business and supervise/executethe affiliates' management. |
| Administrative Management Center |
1.Be responsible for the human resource management and general administration management for the entire enterprise. 2. Be responsible for the legal and intellectual property management for the entire enterprise. |
| Financial Management Center |
1. Engage in the accounting and tax affairs, set up the budget, analyze the business, and prepare the financial statement. 2. Fund planning, long-term and short-term investment, foreign exchange hedging, and interbank transactions. 3. Services of stock affairs, investor and media relations management, and corporate governance operations. |
| Research and DevelopmentCenter |
Be responsible for product's research, development, design and technological application. |
| Business and Procurement Center |
1. Plan the global marketing, promote the business and sales; push the global deployment as well as deepen the regions and channel market. 2. Strengthen the after-sales services, meet the customers' demand, intensify the relationships with customers, reduce the risk of the bad debt and take charge of materials' support. 3. Strategic purchase, price negotiation and enquiry for the market price of the components of electrons and mechanisms. 4.Enhancethe Company’simage, participateinexhibition, advertise, planandimplement. |
11
| Name of Department |
Responsible Business |
|---|---|
| Kapok Computer (Kunshan) Ltd. |
1. Be responsible for planning and coordination of orders received from Taiwan as well as production and manufacture in China. 2. Analyze the production capacity and set up the plans of production and manpower according to the plans of production and sales. 3. Prepare the material plans according to production plans, and control the issuance of material orders to maintain the lowest inventory volume. 4. Establish the production system with high-flexibility, high-efficiency, high-quality and low-cost to meet the customers' demand. 5.Implement the on-sitereal time serviceto enhancethe service qualityfor the customers. |
| Product Strategy Office |
Be responsible for new products' development and market development's planning. |
| Information Technology |
1. Plan and Implement the IT operation and e-operation, integrate the IT and communication. 2. Application of systemic plans and design as well as information security and management. |
12
-
II. Information for Directors, Supervisors, Presidents, Vice Presidents, Assistant Vice Presidents, Chiefs of Each Department and Branches (I) Information for Directors and Supervisors
-
Name of Directors and Supervisors, Their Main Experiences (Education), Current Other Positions for the Company and Other Companies Concurrently, And Other Relevant Information
| April 19,2021 Executives, Directors or Supervisors Who Are Spouses or Within Second-Degrees of Kinship Note (4) TitleFull nameRelationship - - - - - - - - - - - - - - - - |
April 19,2021 Executives, Directors or Supervisors Who Are Spouses or Within Second-Degrees of Kinship Note (4) TitleFull nameRelationship - - - - - - - - - - - - - - - - |
April 19,2021 Executives, Directors or Supervisors Who Are Spouses or Within Second-Degrees of Kinship Note (4) TitleFull nameRelationship - - - - - - - - - - - - - - - - |
April 19,2021 Executives, Directors or Supervisors Who Are Spouses or Within Second-Degrees of Kinship Note (4) TitleFull nameRelationship - - - - - - - - - - - - - - - - |
|||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title (Note 1) |
Nationality/Place of Registration |
Name | Sex | Date Elected (Assumed) |
Term |
Initial election date (Note 2) |
Shareholding When Elected |
Current Shareholding | Current Shareholding by the Spouse and Minor Children |
Shareholding Under Other Persons' Names |
Education and Experience (Note 3) |
Current Other Positions for the Company and Other Companies Concurrently |
Executives, Directors or Supervisors Who Are Spouses or Within Second-Degrees of Kinship |
Note (4) |
||||||
Number of Shares |
Shareholding ratio |
Number of Shares |
Shareholding ratio |
Number of Shares |
Shareholding ratio |
Number of Shares |
Shareholding ratio |
Title | Full name |
Relationship | ||||||||||
| Chairman | R.O.C. |
Hsu,Kun- tai |
Male | June 15, 2018 |
3 Years |
October 4, 1983 |
51,701,335 |
7.57% |
51,701,335 | 7.84% |
16,371,784 | 2.48% |
0 |
0.00% |
Honorary doctorate of the Engineering Institute, Taipei University of Technology. Department of Electronic Engineering, National Taipei Institute of Technology Chairman, Clevo Co. Chairman, Chicony Electronics CO., Ltd Chairman, the Group of Buynow and the Group of the Chicony Plaza Department Store |
Chairman, the Company Chairman, Chicony Electronics CO., Ltd(2385) Chairman, the Group of Buynow Chairman, Chicony Plaza Department Store Chairman, Hongwell Group Chairman, Taipei Twin Towers Limited |
- | - | - | - |
| Vice Chairman and President |
R.O.C. |
Tsai,Ming- Hsien |
Male | June 15, 2018 |
3 Years |
May 27, 1993 |
10,149,224 | 1.49% |
10,084,224 | 1.53% |
3,054,593 |
0.46% |
0 |
0.00% |
Executives Program, Graduate School of Business Administration, National Cheng- Chi University Department of Electronic Engineering, National Taipei Institute of Technology Vice Chairman and President, Clevo Co. President, the Buynow Group |
President, the Company Director, Clevo Investment Co., Ltd. Chairperson and General Manager, Kapok Computer Co., Ltd. Chairman, Kapok Computer (Kunshan) Co., Ltd. President, the Buynow Group Vice Chairman, Chicony Plaza Department Store Vice Chairman, Taipei Twin Towers Limited |
- | - | - | - |
| Director | R.O.C. | Lu,Jin- Zong |
Male | June 18, 2019 |
Two years |
June 12, 2003 |
0 | 0.00% |
0 |
0.00% |
11,543 |
0.002% |
0 |
0.00% |
Graduate School of Business Administration, National Cheng-Chi University Department of Enterprise Management, National Cheng-Chi University General Manager of Chicony Electronics Co., Ltd. |
General Manager, Chicony Electronics Co., Ltd. Legal Representative Chairman of Chicony Power Technology Co., Ltd., Zhanda Communication Co., Ltd., and Youkang Electronics Co., Ltd. Legal Representative Director of Hipro Electronics Co., Ltd.; Guangsheng Investment Co., Ltd.; Qunjing Power Technology Co., Ltd.; and Newmax Technology Co., Ltd. Director, Subsidiary of Chicony Overseas Group Director and Secretary, Chicony U.S.A. Director and General Manger, Chicony Electronics (Dongguan) Director and Supervisor, Maorui Electronics Director, Chicony Electronics (Chongqing) Legal Representative Director of Shun On Electronic Co., Ltd. |
- | - | - | - |
| Director | R.O.C. | Chien,Yih- Long |
Male | June 15, 2018 |
3 Years |
June 15, 2012 |
1,673,376 | 0.24% |
1,673,376 | 0.25% |
0 |
0.00% |
0 |
0.00% |
MBA, Phillips University, USA Director, Clevo Co. Executive Vice President, Notebook Business Group, Clevo Co. |
Executive Vice President, Notebook Business Group, the Company President, Kapok Computer (Kunshan) Co., Ltd. |
- |
- | - | - |
13
| Title (Note 1) |
Nationality/Place of Registration |
Name | Sex | Date Elected (Assumed) |
Term |
Initial election date (Note 2) |
Shareholding When Elected |
Shareholding When Elected |
Current Shareholding |
Current Shareholding |
Current Shareholding by the Spouse and Minor Children |
Current Shareholding by the Spouse and Minor Children |
Shareholding Under Other Persons' Names |
Shareholding Under Other Persons' Names |
Education and Experience (Note 3) |
Current Other Positions for the Company and Other Companies Concurrently |
Executives, Directors or Supervisors Who Are Spouses or Within Second-Degrees of Kinship |
Executives, Directors or Supervisors Who Are Spouses or Within Second-Degrees of Kinship |
Executives, Directors or Supervisors Who Are Spouses or Within Second-Degrees of Kinship |
Note (4) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares |
Shareholding ratio |
Number of Shares |
Shareholding ratio |
Number of Shares |
Shareholding ratio |
Number of Shares |
Shareholding ratio |
Title | Full name |
Relationship | ||||||||||
| Independent Director |
R.O.C. | Chou,Po- Chiao |
Male | June 15, 2018 |
3 Years |
June 15, 2018 |
0 | 0.00% |
0 |
0.00% |
0 |
0.00% |
0 |
0.00% |
Bachelor, Department of Accountancy, NCKU Qualified Senior Examination of Accounting and Auditing Personnel Executive Director and President, First Commercial Bank Director and Vice President, First Financial Holding Chairman, US First Commercial Bank Chairman, First Venture Capital and First Consulting Vice Chairman, Waterland Financial Holdings Director, Taipei Financial Center Corporation |
Independent Director, the Company Independent Director, ITEQ Corporation |
- | - | - | - |
| Independent Director |
R.O.C. | Chen,Tsung- Ming |
Male | June 15, 2018 |
3 Years |
June 16, 2015 |
0 | 0.00% |
0 |
0.00% |
0 |
0.00% |
0 |
0.00% |
Tamsui Vocational High School Director, Zippy Materials Science Inc. Chairman, Betterment Co., Ltd. |
Independent Director, the Company Director, Zippy Materials Science Inc. Chairman, Betterment Co., Ltd. |
- | - | - | - |
| Independent Director |
R.O.C. | Lai,Ling- Ming |
Female | June 19, 2020 |
1 year |
June 19, 2020 |
0 | 0.00% |
0 |
0.00% |
0 |
0.00% |
0 |
0.00% |
MBA, University of Liège, Belgium General Manager, Chinese Business, AON RISK SERVICES AUSTRALIA (SYDNEY) Chairman, AON RISK SERVICES TW Chairman, Toro Biotech Co., Ltd. |
Independent Director, the Company Chairman, Toro Biotech Co., Ltd. |
- | - | - | - |
| Note 1: The name of corporate shareholders and the representatives of corporate shareholders should be listed separately (the representatives of corporate shareholders shall indicate the name of the corporate shareholders). Note 2: Fill in the time period of the first term serving as a director or supervisor of the Company. Please state and explain if there the serving term is discontinued. * Director Chin-Tsung Lu was elected as a supervisor of the Company for the first time on June 12, 2003; his term as a supervisor was finished on June 15, 2018 and he was re-elected as a director of the Company at the regular shareholders’meeting on June 18, 2019. |
Note 1: The name of corporate shareholders and the representatives of corporate shareholders should be listed separately (the representatives of corporate shareholders shall indicate the name of the corporate shareholders).
Note 3: For experience related to the current position, if the person had worked in a CPA accounting firm or its associated company during the aforesaid period, the position title and responsibility of the person shall be stated.
Note 4: If Chairman and General Manager or equivalent (Chief Operating Officer) are the same person, spouse or relative of one degree to each other, please provide the reason, rationale, necessity and responding measures (e.g., addition of independent directors; over half of the directors not employees or managers).
14
-
1.2 Major Shareholders of the Corporate Shareholders (all of the directors of the Company are natural persons)
-
1.3 Whether the Directors or Supervisors Have at Least Five Years of Work Experience in the Areas of Commerce, Law, Finance, or Accounting, or Otherwise Necessary for the Business of the Company, and Meet the Following Circumstances Listed
| December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2020 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Criteria Full name (Note 1) |
Have at Least Five Years Work Experience and Meet the Following Professional Qualification |
Independence Criteria (Note 2) | Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director |
|||||||||||||
An Instructor or Higher Position in a Department of Commerce, Law, Finance, Accounting, or Other Academic Department Required by the business of the Company in a Public or Private Junior College, College or University |
A Judge, Public Prosecutor, Attorney, CPA, or Other Professional or Technical Specialist Who Has Passed a National Examination and Has Been Awarded a Certificate in a Profession Necessary for the Business of the Company |
Have Work Experience in the Areas of Commerce, Law, Finance, or Accounting, or Otherwise Necessary for the Business of the Company |
1 |
2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | ||
| Hsu,Kun-tai | V | V | V | V | V | V | V | V | None | |||||||
| Tsai,Ming-Hsien | V | V | V | V | V | V | V | V | V | V | None | |||||
| Lu,Jin-Zong | V | V | V | V | V | V | V | V | V | V | None | |||||
| Chien,Yih-Long | V | V | V | V | V | V | V | V | V | V | V | None | ||||
| Chou,Po-Chiao | V | V | V | V | V | V | V | V | V | V | V | V | V | V | 1 | |
| Chen,Tsung-Ming | V | V | V | V | V | V | V | V | V | V | V | V | V | None | ||
| Lai,Ling-Ming | V | V | V | V | V | V | V | V | V | V | V | V | V | V | None |
Note 1: The number of columns shall be adjusted upon the actual number.
or supervisors during two years prior to being elected or 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 (excluding the situation where the same independent director also serves on the board of its parent, subsidiary or subsidiary under the same parent according to laws or local regulations)
-
(3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in holdings.
-
(4) Not a spouse, relative within the second degree of kinship or lineal relative within the third degree of kinship, of any of the above persons listed in Subparagraph (2) and (3) or of the manager listed in (1).
-
(5) Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the Company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act (however, it is not applicable in cases where the person concurrently served as an independent director of the Company, its parent company, subsidiaries of the same parent company, which is established according to the Regulations or the local laws of the country).
-
(6) Not a majority of the Company’s director seats or voting shares and those of any other company are controlled by the same person: a director, supervisor, or employee of that other company (however, it is not applicable in cases where the person concurrently served as an independent director of the Company, or its parent company, subsidiaries of the same parent company, which is established according to the Regulations or the local laws of the country).
-
(7) Not the Chairman, general manager, or person holding an equivalent position of the Company and a person in any of those positions at another company are the same person or are spouses: a director, supervisor, or employee of that other company (however, it is not applicable in cases where the person concurrently served as an independent director of the Company, its parent company, subsidiaries of the same parent company, which is established according to the Regulations or the local laws of the country).
15
-
(8) Not a director, supervisor, manager, or shareholder holding 5% or more of the shares, of a specified company or institution which has a financial or business relationship with the Company (however, it is not applicable in cases that if the specified company or institution holds 20 percent or more and no more than 50 percent of the total number of issued shares of the Company and where the person concurrently served as an independent director of the Company, its parent company, subsidiaries of the same parent company, which is established according to the Regulations or the local laws of the country).
-
(9) Not a professional individual who, or an owner, partner, director, supervisor, or officer and their spouse of a sole proprietorship, partnership, company, or institution that, provides auditing services to the Company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the Company or any affiliate of the Company for which the provider in the past 2 years has received cumulative compensation not exceeding NTD 500,000. However, this restriction does not apply to a member of the Remuneration Committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Securities and Exchange Act or to the Business Mergers and Acquisitions Act or related laws or regulations.
-
(10) Not having a marital relationship, or a relative within the second degree of kinship to any other director of the Company.
-
(11) Not having one of the circumstances stated in Article 30 of the Company Act.
-
(12) Not a governmental, juridical person or its representative as defined in Article 27 of the Company Act.
16
(II) Information for Presidents, Vice Presidents, Assistant Vice Presidents, Chiefs of Each Department and Branches
April 19, 2021
| Title (Note 1) | Nationality | Name | Sex | Date Elected (Assumed) |
Shareholding | Shareholding | Shareholding of Spouse & Minor Children |
Shareholding of Spouse & Minor Children |
Shareholding Under Other Persons' Names |
Shareholding Under Other Persons' Names |
Education and Experience (Note 2) |
Current Other Position Concurrently |
Managers Who are Spouses or Within Second- Degrees of Kinship |
Managers Who are Spouses or Within Second- Degrees of Kinship |
Managers Who are Spouses or Within Second- Degrees of Kinship |
Remark (Note 3) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Share |
Shareholding % |
Number of Share |
Shareholding % |
Number of Share |
Shareholding % |
Title | Full name |
Relationship | ||||||||
| Vice Chairman and General Manager, Kapok Computer Co., Ltd. |
R.O.C. | Tsai,Ming- Hsien |
Male | January 1999 |
10,084,224 | 1.53% |
3,054,593 | 0.46% |
0 |
0.00% |
Executives Program, Graduate School of Business Administration, National Cheng-Chi University Department of Electronic Engineering, National Taipei Institute of Technology Vice Chairman and President, Clevo Co. President, the Buynow Group |
Director, Clevo Investment Co., Ltd. Director and President, Kapok Computer Co., Ltd. Chairman, Kapok Computer (Kunshan) Co., Ltd. President, the Buynow Group Chicony Plaza Department Store Vice Chairman Taipei Twin Towers Limited Vice Chairman |
- | - | - | - |
| Executive Vice President |
R.O.C. | Chien,Yih- Long |
Male | August 2003 | 1,673,376 | 0.25% |
0 |
0.00% |
0 |
0.00% |
MBA, Phillips University, USA Director, Clevo Co. Executive Vice President, Notebook Business Group,Clevo Co. |
President, Kapok Computer (Kunshan) Co., Ltd. |
- | - | - | - |
| Senior Vice President |
R.O.C. | Zhang, Fu- Ming |
Male | August 2003 | 640,226 | 0.10% |
0 |
0.00% |
0 |
0.00% |
Department of Computer Science & Information Engineering, National Taiwan University Assistant manager, Chaplet Vice President of Research and Development Center,Clevo Co. |
None | - | - | - | - |
| Vice President, Chief of Finance/Accounting and Officer of Corporate Governance |
R.O.C. |
Wu,Mai | Female | November 2007 |
118,809 | 0.02% |
0 |
0.00% |
0 |
0.00% |
Department of Business Administration, Chung Yuan Christian University MBA Program Curriculums, Finance, Vice President of Finance and Accounting Office, Clevo Co. |
None | - | - | - | - |
| Vice President | R.O.C. | Li,Wen-Hua | Male | December 2004 |
160,538 | 0.02% |
0 |
0.00% |
0 |
0.00% |
Department of Industrial Design, Tatung Institute of Technology Section Head, Yuanxing Technology Corp Director of Planning Office, Buynow Vice President, Buynow Asset Management Center |
None | - | - | - | - |
| Vice President | R.O.C. | Chen,Hsueh- Wen |
Male | April 2010 | 238,040 | 0.04% |
0 |
0.00% |
0 |
0.00% |
Master, School of Management, National Central University Sales Engineer, Jinyi Co., Ltd. Sales Assistant Manager, Xusheng Technology President of Business Division, Synnex Technology International Corporation Vice President, Buynow Malls Opertation Center |
None | - | - | - | - |
| Vice President | R.O.C. | Lin, Nan- Sheng |
Male | September 2013 |
94,000 | 0.01% |
0 |
0.00% |
0 |
0.00% |
Master of Computer Science and Information Engineering, Fu Jen Catholic University Formal Engineer, Chaplet Manager, Zhi-Sheng Computer Senior Manager, Elitegroup Computer Senior Assistant Vice President of Sales Center,Clevo Co. |
None | - | - | - | - |
| Vice President | R.O.C. | Lin,Guan- Yen |
Male | September 2011 |
184,338 | 0.03% |
50 | 0.000% |
0 |
0.00% |
Department of Mass Communications, Private Chinese Culture University Engineer, Phihong Technology Senior Assistant Vice President, Kunshan factory,CLEVO CO. |
None | - | - | - | - |
17
| Title (Note 1) | Nationality | Name | Sex | Date Elected (Assumed) |
Shareholding | Shareholding | Shareholding of Spouse & Minor Children |
Shareholding of Spouse & Minor Children |
Shareholding Under Other Persons' Names |
Shareholding Under Other Persons' Names |
Education and Experience (Note 2) |
Current Other Position Concurrently |
Managers Who are Spouses or Within Second- Degrees of Kinship |
Managers Who are Spouses or Within Second- Degrees of Kinship |
Managers Who are Spouses or Within Second- Degrees of Kinship |
Remark (Note 3) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Share |
Shareholding % |
Number of Share |
Shareholding % |
Number of Share |
Shareholding % |
Title | Full name |
Relationship | ||||||||
| Senior Assistant Vice President |
R.O.C. | Wang,Feng- Zhu |
Female | May 2005 |
260,311 |
0.04% |
59,324 |
0.01% |
0 |
0.00% |
EMBA, National Cheng-Chi University Section Manager of Sales, Acer Section Manager of Sales, Ligitek Assistant Vice President of Sales Center, Clevo Co. |
None |
- | - | - | - |
| Senior Assistant Vice President |
R.O.C. | Zhang,Wen- Song |
Male | September 2003 |
261,236 |
0.04% |
0 |
0.00% |
0 |
0.00% |
Department of Electrical Engineering, National Taiwan Ocean College Supervisor, Wei-Lu Assistant Vice President of the Procurement Office,Clevo Co. |
None |
- | - | - | - |
| Senior Assistant Vice President |
R.O.C. | Chung,Wen- Chin |
Male | October 2009 | 0 |
0.00% |
0 |
0.00% |
0 |
0.00% |
Department of Industrial Engineering, Feng Chia University Director, Quanta Computer Assistant Vice President,Clevo Co. |
None | - | - | - | - |
| Senior Assistant Vice President |
R.O.C. | Chung,Wen- Chin |
Male | August 2003 |
20,000 | 0.003% |
0 |
0.00% |
0 |
0.00% |
Master of Industrial Management, National Taiwan University of Science and Technology Senior Manager, Getac Senior Manager, American Megatrends Incorporated Assistant Vice President of Research and Development Center,Clevo Co. |
None |
- | - | - | - |
| Senior Assistant Vice President |
R.O.C. | Lin, Liang- Shih |
Male | November 2007 |
228,716 | 0.03% |
18,790 | 0.003% |
0 |
0.00% |
Two-Year of Nanya Industrial and Technological Junior College Deai Enterprise Ltd. Zhanxin Electric Ltd. Assistant Vice President of Research and Development Center,Clevo Co. |
None |
- | - | - | - |
| Senior Assistant Vice President |
R.O.C. | Liang-Shih Lin |
Male | September 2012 |
65,825 | 0.01% |
0 |
0.00% |
0 |
0.00% |
Department of Electronic Engineering, Lien Ho Industrial and Technological Junior College Senior Engineer, First International Computer Yuan Yi Technology Taiteng Company Jixin Computer Assistant Vice President of Research and Development Center,Clevo Co. |
None | - | - | - | - |
| Assistant Vice President |
R.O.C. | Chen,Tsung- Chih |
Male | October 2009 | 139,965 |
0.02% |
0 |
0.00% |
0 |
0.00% |
Department of Electrical Engineering, Chinese Culture University Assistant Manager, Hexing Technology Manager, HTC Corporation Director of Research and Development Center,Clevo Co. |
None | - | - | - | - |
Note 1: It should include the general manager, deputy general manager, assistant vice president, supervisors of all departments and divisions, and the information for any position that is equivalent to the general manager, deputy general manager or assistant vice president should also be disclosed.
Note 2: For experience related to the current position, if the person had worked in a CPA accounting firm or its associated company during the aforesaid period, the position title and responsibility of the person shall be stated.
Note 3: Where the general manager and the chairman or person of an equivalent position (the highest level manager) are the same person, spouses, or relatives within the first degree of kinship, an explanation shall be given of the reason for, reasonableness, necessity thereof, and the measures adopted in response (such as increasing the number of independent directors and more than half of the directors shall not serve as employees or managers, etc.) thereto.
18
III Remuneration of Directors, Supervisors, President, and Vice President in the Most Recent Year
(I) Remuneration of general directors and independent directors (names are disclosed by the way of gathering the amount together and tie-in with the range of remuneration)
| Unit: NTD 1,000 | Unit: NTD 1,000 | Unit: NTD 1,000 | Unit: NTD 1,000 | Unit: NTD 1,000 | Unit: NTD 1,000 | Unit: NTD 1,000 | Unit: NTD 1,000 | Unit: NTD 1,000 | Unit: NTD 1,000 | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Full name | Remuneration of Directors | Ratio of Total Remuneration (A+B+C+D) to Net Income (Note 10) |
||||||||
| Base Compensation (A)(Note 2) | Severance Pay (B) | Bonus to Directors (C)(Note 3) |
Business Allowances (C)(Note 4) |
||||||||
| The Company | All companies in the consolidated financial statements (Note 7) |
The Company | All companies in the consolidated financial statements (Note 7) |
The Company | All companies in the consolidated financial statements (Note 7) |
The Company | All companies in the consolidated financial statements (Note 7) |
The Company | All companies in the consolidated financial statements (Note 7) |
||
| Chairman | Hsu,Kun-tai | 0 | 0 |
0 |
0 |
7,700 |
7,700 |
1,735 |
1,735 |
1.41% |
1.41% |
| Vice Chairman and President |
Tsai,Ming-Hsien | ||||||||||
| Director | Lu,Jin-Zong | ||||||||||
| Director and Executive Vice President |
Chien,Yih-Long | ||||||||||
| Independent Director |
Chou,Po-Chiao | ||||||||||
| Independent Director |
Chen,Tsung-Ming | ||||||||||
| Independent Director |
Lai,Ling-Ming (Appointment date: June 19, 2020) |
||||||||||
| Independent Director |
Kuang-Sung Fan (Dismissed date: 2020.04.01) |
19
| Title | Full name | Relevant Remuneration Received by Directors | Relevant Remuneration Received by Directors | Relevant Remuneration Received by Directors | Relevant Remuneration Received by Directors | Who are Also Employees | Who are Also Employees | Who are Also Employees | Who are Also Employees | Ratio of Total Compensation (A+B+C+D+E+F+G) to Net Income (%) (Note 10) |
Ratio of Total Compensation (A+B+C+D+E+F+G) to Net Income (%) (Note 10) |
Compensation from an invested company other than the Company’s subsidiaries or from its parent company (Note 11) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Salary, Bonuses, and Special Allowances (E) (Note 5) |
Severance Pay (F) | Profit Sharing- Employee Bonus (G)(Note 6) | ||||||||||
| The Company | All companies in the consolidated financial statements (Note 7) |
The Company |
All companies in the consolidated financial statements (Note 7) |
The Company | All companies in the consolidated financial statements (Note 7) |
The Company | All companies in the consolidated financial statements (Note 7) |
|||||
| Amount of Cash |
Amount of Stock | Amount of Cash | Amount of Stock |
|||||||||
| Chairman | Hsu,Kun-tai | 10,885 | 38,018 |
201 | 201 | 8,300 | 0 | 8,300 |
0 |
4.32% |
8.39% |
None |
| Vice Chairman and President |
Tsai,Ming-Hsien | |||||||||||
| Director | Lu,Jin-Zong | |||||||||||
| Director and Executive Vice President |
Chien,Yih-Long | |||||||||||
| Independent Director | Chou,Po-Chiao | |||||||||||
| Independent Director | Chen,Tsung-Ming | |||||||||||
| Independent Director | Lai,Ling-Ming (Appointment date: June 19,2020) |
|||||||||||
| Independent Director | Kuang-Sung Fan (Dismissed date: 2020.04.01) |
|||||||||||
| 1. Please state the policies, systems, standards and structure of the remuneration for independent directors, and describe the relevance for the amount of payment based on factors such as responsibilities, risks, and dedicated time: According to Article 5 of the "Rules for Duties and responsibilities of Independent Directors" of the Company, “the remuneration of independent directors of the Company shall be stipulated in the articles of incorporation upon the resolution in the shareholders' meeting and their remuneration may be different from general directors and supervisors that is in a reasonable range. On the basis of relevant legal procedures, the independent director's remuneration may also be determined as a fixed amount of monthly remuneration and not to join the Company’s appropriation of earnings. “ Taking into consideration that responsibilities, risks, and dedicated time for independent directors are higher than that for general directors, and thus they should be given a reasonable annual remuneration. However, in addition to the supervisory duty as well as independent and external perspectives, the independent directors are also expected to fulfill the duties of strategic advice and performance enhancement as other board members. Therefore, the independent directors’ performance will be taken into consideration for their remuneration as other general directors. The Company’s independent directors also serve as members of the Audit Committee, the Remuneration Committee, and the Corporate Governance Committee. Attendance fees are set up for each meeting attended in person, depending on the responsibilities, risks, time commitments assigned by committee charters. 2. Except for the disclosure of the above table,anyremuneration of the directors of the Companyis derived from the service for companies in the consolidated financial statements(e.g. non-employee's consultant etc.)in the most recentyear: None. |
Range Table for Remuneration:
| Range Table for Remuneration: | ||||
|---|---|---|---|---|
| Range of Remuneration Paid to The Company's Directors | Name of Direc | tors | ||
| Total of (A+B+C+D) | Total of (A+B+C+D+E+F+G) |
|||
| The Company (Note 8) | All companies in the consolidated financial statements (Note 9)H |
The Company (Note 8) | Companies in the consolidated financial statements (Note 9)I |
|
| Under NTD 1,000,000 | Kuang-SungFan | Kuang-SungFan | Kuang-SungFan | Kuang-SungFan |
| NTD 1,000,000 ~ NTD 1,999,999 | Lu,Jin-Zong/Chou,Po-Chiao/Chen,Tsung-Ming/Lai,Ling- Ming/Chien,Yih-Long/Hsu,Kun-tai/Tsai,Ming-Hsie |
Lu,Jin-Zong/Chou,Po-Chiao/Chen,Tsung-Ming/Lai,Ling- Ming/Chien,Yih-Long/Hsu,Kun-tai/Tsai,Ming-Hsie |
Lu,Jin-Zong/Chou,Po-Chiao/Chen,Tsung- Ming/Lai,Ling-Ming |
Lu,Jin-Zong/Chou,Po-Chiao/Chen,Tsung- Ming/Lai,Ling-Ming |
| NTD 2,000,000 ~ NTD 3,499,999 | ||||
| NTD 3,500,000 ~ NTD 4,999,999 | ||||
| NTD 5,000,000 ~ NTD 9,999,999 | Hsu,Kun-tai/Chien,Yih-Long | Hsu,Kun-tai | ||
| NTD 10,000,000 ~ NTD 14,999,999 | Tsai,Ming-Hsien | Chien,Yih-Long | ||
| NTD 15,000,000 ~ NTD 29,999,999 | ||||
| NTD 30,000,000 ~ NTD 49,999,999 | Tsai,Ming-Hsien | |||
| NTD 50,000,000 ~ NTD 99,999,999 | ||||
| Over NTD 100,000,000 | ||||
| Total | 8people | 8people | 8people | 8people |
| Note1: The names of the directors shall be listed individually (the corporate shareholders shall list the names of the corporate shareholders and their representatives individually). The general directors and independent directors shall be listed separately and the payment of each item shall be disclosed in an accumulated amount. |
20
If a director has also served as a president or vice president, this table and the following table (3-1), or (3-2-1) and (3-2-2) shall be filled in. Note 2: Refer to the remuneration of the directors (including the directors' salary, position allowances, severance pay, various bonus and rewards etc.) in the most recent year. Note 3: Fill in the remuneration of the directors which was passed by the board of directors in the most recent year.
-
Note 4: Refers to the directors' related business allowances (including transportation allowances, special allowances, various allowances, dormitory and equipping car etc.) in the most recent year. If a house, a car and other transportation tool or other expenditure that is dedicated for personal use is provided, such assets' nature, cost, real rental or rental calculated by fair market price, gasoline expenses or other payments shall be disclosed. Besides, if a driver is equipped, such driver's related compensation paid by the Company shall be annotated without counting into remuneration.
-
Note 5: Refers to relevant remuneration received by directors who are also employees (including concurrently serves as a president, vice president, other manager or employee), including salary, position allowances, severance pay, various bonus, rewards, transportation allowances, special allowances, various allowances, dormitory and equipping car etc. in the most recent year. If a house, a car and other transportation tool or other expenditure that is dedicated for personal use is provided, such assets' nature, cost, real rental or rental calculated by fair market price, gasoline expenses or other payments shall be disclosed. Besides, if a driver is equipped, such driver's related compensation paid by the Company shall be annotated without counting into remuneration. In addition, the salary expenses which were recognized according to the IFRS 2 "Share-Based Payment," including exercisable employee stock options, new restricted employee shares and participating in subscribing shares for capital increased by cash etc., shall be counted into remuneration.
-
Note 6: Refers to a director who is also an employee (including concurrently serves as a president, vice president, other manager or employee) received the employee's compensation (including stock and cash) in the most recent year, the amount of such employee's compensation passed by the board of director in the most recent year shall be disclosed. If it is unable to estimate, the amount to which it will be proposed to distribute this year shall be calculated upon the percentage of last year's actual distributed amount, and shall fill in Appendix 1-3 additionally.
-
Note 7: The total remuneration paid by the companies in the consolidated financial statements (including the Company) to the Company’s directors shall be disclosed.
-
Note 8: Upon each item's total remuneration paid by the Company to directors, the names of the directors shall be disclosed in the corresponding range.
-
Note 9: Each item's total remuneration paid by companies in the consolidated financial statements (including the Company) to the Company’s directors shall be disclosed, the names of the directors shall be disclosed in the corresponding range.
-
Note 10: The net income shall refer to the net income stated in the parent or individual financial statement in the most recent year.
-
Note 11: a. This column shall specifically fill in the related compensation of directors of the Company which was received from an invested company other than the Company’s subsidiary or from its parent company (please fill in "None" if it is not applicable).
-
b. If the compensation of the Company’s director was received from an invested company other than the Company’s subsidiary or from its parent company, such compensation received by the Company’s directors from an invested company other than the Company’s subsidiary or from its parent company shall be combined into the “I” column of the range table of remuneration, and the name of the column shall be renamed as "The parent company and all invested businesses."
-
c. Remuneration refers to the compensation, remuneration (including employee, director and supervisor) and business allowances received by the Company’s directors who serve as directors, supervisors or managers of its parent company or an invested company other than the Company’s subsidiary.
-
The concept of income from the remuneration disclosed in this table is different from the Income Tax Act. So the purpose of this table shall be the purpose of disclosure only without using for tax.
21
(II) Remuneration of Supervisor (The Company has established the Audit Committee in 2018, so this is not applicable.)
(III) Remuneration of Presidents and Vice Presidents (names are disclosed by the way of gathering the amount together and tie-in with the range of remuneration)
| Unit:NTD 1,000 | Unit:NTD 1,000 | Unit:NTD 1,000 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Full name | Salary (A) (Note 2) |
Severance Pay (B) | Bonuses and Special Allowances (C) (Note3) |
Total Employee Remuneration (Note 4) |
Ratio of Total (A+B+C+D) to Net Income (%) (Note 8) |
Compensation from an invested company other than the Company’s subsidiaries or from its parent company (Note 9) |
|||||||
| The Company |
All companies in the consolidated financial statements (Note 5) |
The Company |
All companies in the consolidated financial statements (Note 5) |
The Company |
All companies in the consolidated financial statements (Note 5) |
The Company | All companies in the consolidated financial statements (Note5) |
The Company |
All companies in the consolidated financial statements (Note 5) |
|||||
| Amount of Cash |
Amount of Stock |
Amount of Cash |
Amount of Stock |
|||||||||||
| Vice Chairman and President |
Tsai,Ming-Hsien | 14,544 | 24,697 | 1,282 | 1,282 | 3,956 | 30,038 | 16,710 | 0 | 16,710 | 0 | 5.47% | 10.90% | None |
| Executive Vice President |
Chien,Yih-Long | |||||||||||||
| Senior Vice President |
Zhang, Fu-Ming | |||||||||||||
| Vice President, Chief of Finance/Accounting and Officer of Corporate Governance |
Wu,Mai | |||||||||||||
| Vice President | Li,Wen-Hua | |||||||||||||
| Vice President | Chen,Hsueh-Wen | |||||||||||||
| Vice President | Lin, Nan-Sheng | |||||||||||||
| Vice President | Lin,Guan-Yen (Appointment date: August 1,2021) |
22
Range Table of Remuneration:
| RangeTable of Remuneration: | ||
|---|---|---|
| Range of Remuneration Paid to the Company’s Presidents and Vice President |
Name of President and Vice Presidents | |
| The Company (Note 6) | Companies in the consolidated financial statements (Note 7) E | |
| Under NTD 1,000,000 | ||
| NTD 1,000,000~NTD 1,999,999 | ||
| NTD 2,000,000~NTD 3,499,999 | Li,Wen-Hua/Wu,Mai/Lin,Nan-Sheng/Lin,Kuan-Yen | |
| NTD 3,500,000~NTD 4,999,999 | Zhang, Fu-Ming | Wu,Mai/Lin,Nan-Sheng/Lin,Kuan-Yen |
| NTD 5,000,000~NTD 9,999,999 | Chien,Yih-Long/Chen,Hsueh-Wen/ Tsai,Ming-Hsien | Chen,Hsueh-Wen/Zhang, Fu-Ming/Li,Wen-Hua |
| NTD 10,000,000~NTD 14,999,999 | Chien,Yih-Long | |
| NTD 15,000,000~NTD 29,999,999 | Tsai,Ming-Hsien | |
| NTD 30,000,000~NTD 49,999,999 | ||
| NTD 50,000,000~NTD 99,999,999 | ||
| Over NTD 100,000,000 | ||
| Total | 8people | 8people |
-
Note 1: The names of the presidents and vice presidents shall be listed individually and shall disclose each item's amount gathered together. If a director has also served as a president or vice president, this table and the above table (1-1), or (1-2-1) and (1-2-2) shall be filled in.
-
Note 2: Fill in president's and vice presidents' salary, position allowances, severance pay in the most recent year.
-
Note 3: Various bonuses, rewards, transportation allowances, special allowances, various allowances, dormitories, and company cars, etc. and other remunerations to General Manager and Vice Presidents during the most recent year. If a house, a car and other transportation tool or other expenditure that is dedicated for personal use is provided, such assets' nature, cost, real rental or rental calculated by fair market price, gasoline expenses or other payments shall be disclosed. Besides, if a driver is equipped, such driver's related compensation paid by the Company shall be annotated without counting into remuneration. In addition, the salary expenses which were recognized according to the IFRS 2 "Share-Based Payment," including exercisable employee stock options, new restricted employee shares and participating in subscribing shares for capital increased by cash etc., shall be counted into remuneration.
-
Note 4: Fill in the amount of the employee's compensation of presidents and vice presidents passed by the board of director in the most recent year. If it is unable to estimate, the amount to which will be proposed to distribute this year shall be calculated upon the percentage of last year's actual distributed amount, and shall fill in Appendix 1- 3 additionally.
-
Note 5: Total amounts of all remunerations to the Company’s president and vice presidents paid by all companies (including the Company) in the consolidated statements should be disclosed.
-
Note 6: Upon each item's total remuneration paid by the Company to presidents and vice presidents, the names of the presidents and vice presidents shall be disclosed in the corresponding range.
-
Note 7: Each item's total remuneration paid by companies in the consolidated financial statements (including the Company) to the Company's presidents and vice presidents shall be disclosed, and the names of the presidents and vice presidents shall be disclosed in the corresponding range.
-
Note 8: Net income refers to the net income of the parent or individual financial reports during the most recent year.
-
Note 9: a. This column is for the amount of remunerations to the Company’s president and vice presidents paid by non-subsidiary investees or the parent company. (Please indicate “none” if there isn’t any.)
-
b. If the related compensation of the Company’s presidents and vice presidents was received from the parent company or an invested company other than the Company’s subsidiary, such compensation received by the Company’s presidents and vice presidents from the parent company or an invested company other than the Company’s subsidiary shall be combined into the “E” column of the range table of remuneration, and the name of column shall be renamed as "The parent company and all invested businesses."
-
c. Remunerations refer to rewards, compensations (including those paid to employees, directors and supervisors) and business execution expenses, etc. paid to the Company’s president and vice presidents as directors, supervisors, or managers for non-subsidiary investees or the parent company.
-
The concept of income from the remuneration disclosed in this table is different from the Income Tax Act. So the purpose of this table shall be the purpose of disclosure only without using for tax.
23
(IV) Names of Managers Who are Distributed the Employees' Compensation and Its Distribution Status
| Unit:NTD 1,000 | Unit:NTD 1,000 | December31,2020 | December31,2020 | December31,2020 | December31,2020 | |
|---|---|---|---|---|---|---|
| Title (Note 1) |
Full name (Note 1) |
Amount of Stock |
Amount of Cash |
Total | Ratio of Total Amount to Net Income(%) |
|
| Managers | Vice Chairman and President |
Tsai,Ming-Hsien | 0 | 23,480 | 23,480 | 3.52% |
| Executive Vice President |
Chien,Yih-Long | |||||
| Senior Vice President |
Zhang, Fu-Ming | |||||
| Vice President | Li,Wen-Hua Chen,Hsueh-Wen Wu,Mai Lin,Nan-Sheng Lin,Guan-Yen (Appointment date: August 1, 2021) |
|||||
| Senior Assistant Vice President |
Zhang,Wen-Song Wang,Feng-Zhu Chung,Wen-Chin Lin, Liang-Shih Chung,Wen-Chin Lin,Liang-Shih |
|||||
| Assistant Vice President |
Chen,Tsung-Chih |
-
Note 1: The individual name and title shall be disclosed, but appropriation of earnings shall be disclosed with the amount gathered.
-
Note 2: Fill in the amount of the employee's compensation of the managers (including stock and cash) passed by the board of directors in the most recent year. If it is unable to estimate, the amount to which it will be proposed to distribute this year shall be calculated upon the percentage of last year's actual distributed amount. Net income refers to the net income in the most recent year. ; for those adopted the IFRS, the net income shall refer to the net income stated in the parent or individual financial statement in the most recent year.
-
Note 3: According to the Letter No. 0920001301 released by the Institute on March 27, 2003, the applicable scope of the manager is as follows:
-
(1) president and the equivalent grade, (2) vice president and the equivalent grade, (3) assistant vice president and the equivalent grade, (4) chief of finance department, (5) chief of accounting department, (6) other persons who manage the Company’s affairs and have the authority of signature.
-
Note 4: If the directors, presidents and vice presidents received the employees' compensation (including stock and cash), except for filling in the Appendix 1-2, this table shall be filled in additionally.
24
(V) Analyze the ratio of total remuneration paid to the directors, supervisors, presidents and vice presidents of the Company in the latest two years, by the Company and by all companies included in the consolidated financial statements, to the net income in the parent or individual financial statement; and explain the policies, standards and portfolios for the payment of remuneration, the procedures for determining remuneration, and the correlation with business performance and future risk:
- The ratio of total remuneration paid to directors, supervisors, presidents and vice presidents of the Company in the last two years, by the Company and by all companies included in the consolidated financial statements, to the net income in the parent or individual financial statement is analyzed as follows:
| Title | 2019 | 2019 | 2019 | 2019 | 2020 | 2020 | 2020 | 2020 |
|---|---|---|---|---|---|---|---|---|
| Total Remuneration (NTD 1,000) |
Ratio to Net Income (%) | Total Remuneration (NTD 1,000) |
Ratio to Net Income (%) | |||||
| The Company |
Companies in the consolidated financial statements |
The Company |
Companies in the consolidated financial statements |
The Company |
Companies in the consolidated financial statements |
The Company |
Companies in the consolidated financial statements |
|
| Director (Note 1) |
14,680 | 14,680 |
1.37% |
1.37% |
9,435 |
9,435 |
1.41% |
1.41% |
| President Vice President (Note 2) |
38,160 | 85,520 |
3.57% |
8.01% |
32,651 |
71,637 |
4.90% |
10.74% |
| Total | 52,840 | 100,200 |
4.94% |
9.38% |
42,086 |
81,072 |
6.31% |
12.16% |
| Expense of Share- Based Payment (Note 3) |
0 | 0 |
0% |
0% |
0 |
0 |
0% |
0% |
-
Note 1: The remuneration of directors has deducted the related compensation received by the directors for serving as the Company’s internal managers concurrently.
-
Note 2: The compensation of presidents and vice presidents has deducted the related remuneration received for serving as the Company’s directors concurrently.
-
Note 3: Refers to the compensation cost transferred from treasury shares which is recognized based on No. 39: Accounting Standards for Stock-based Payments in the Republic of China Financial Accounting Standards.
-
The policies, standards, and portfolios for the payment of remuneration, the procedures for determining remuneration, and the correlation with business performance and future risk:
-
(1)The remuneration of directors and managers shall be paid according to Article 23 and Article 26 of the Company’s Article of Incorporation. The Company’s earnings, based on final accounts of the period, shall be reserved first for payable income tax according to laws and for offsetting of losses from previous years. The remaining amount shall be set aside 10% for legal reserve, and reserve or reverse the special reserve as required by law or the competent authority. The remaining earnings, if any, shall be reserved at 5%-15% as remuneration to the employees (including managers) and no more than 1% as remuneration to directors.
-
(2)The evaluation of the remuneration of the Chairman, vice Chairman, directors and supervisors shall be based on the Company’s Regulations Governing the Board Performance assessment.
-
25
(3)The compensation of the president shall be paid upon Article 29 of the Company Act and Article 24 of the Company’s Article of Incorporation.
(4)The compensation of vice presidents shall be paid according to the Company’s personnel rules, employment rules and performance assessment guidelines and based on overall contribution to the Company.
(5)The regular assessment of salaries and remunerations to directors and managers is based on the participation in the Company’s operations, the individual’s performance, target achievement rates, profit margins, and contributions, as well as indicators in legal compliance and operational risks. The percentage of remunerations is determined after all factors considered, in order to provide reasonable compensations. The review of the remuneration system for directors and managers also involves a constant and timely process of evaluating the operational status and relevant laws, in order to balance between sustainable operations and risk control.
26
IV Implementation of Corporate Governance
(I) Information of the Board of Directors Operation
The Board of Directors convened a total of six meetings (A) in 2020. The attendance record of directors and supervisors is as follows:
| Title | Name (Note 1) | Attendance in Person (B) |
By Proxy | Attendance Rate (%)【B/A】 (Note2) |
Remark |
|---|---|---|---|---|---|
| Chairman | Hsu,Kun-tai | 6 | 0 | 100% | |
| Director | Tsai,Ming-Hsien | 6 | 0 | 100% | |
| Director | Chien,Yih-Long | 6 | 0 | 100% | |
| Director | Lu,Jin-Zong | 6 | 0 | 100% | |
| Independent Director |
Chou,Po-Chiao |
6 | 0 | 100% | |
| Independent Director |
Chen,Tsung-Ming |
6 | 0 | 100% | |
| Independent Director |
Lai,Ling-Ming |
3 | 0 | 100% | New appointment date: June19,2020 |
| Independent Director |
Kuang-Sung Fan |
1 | 0 | 100% | (Dismissed date: April 1, 2020) |
| Other mentionable items: I. If the operation of the board of director has one of the following circumstances, the dates of the board's meetings, sessions, contents of motion, all independent directors' opinions and the actions taken by the Company for the opinions of independent directors shall be specified: (I) The circumstances listed in Article 14-3 of the Securities and Exchange Act: The Company has established the Audit Committee in 2018. Pursuant to Article 14-5 of the Securities and Exchange Act, the Article 14-3 shall not be applicable. (II) Except for the aforesaid circumstances, any resolution of the board of directors was objected by or subject to a qualified opinion from any of independent directors with record or written statement: No such circumstance in this year. II. If there are directors' avoidance of motions in conflict of interest, the names of directors, contents of motion, causes for avoidance and voting shall be specified: Board meeting date: June 19, 2020 Directors: Hsu,Kun-tai , Tsai,Ming-Hsien , Lu,Jin-Zong, Chien,Yih-Long Proposal: Distribution of remunerations to directors for 2019 Reason for recusal due to conflict of interest: Chairman Hsu,Kun-tai , Vice Chairman Chairman Tsai,Ming-Hsien , and directors Lu,Jin-Zong and Chien,Yih-Long were interested parties and recused themselves. The independent director Chou,Po-Chiao was elected to chair this proposal. Participation in voting: Except the directors (Mr. Hsu,Kun-tai , Mr. Tsai,Ming-Hsien , Mr. Lu,Jin- Zong and Mr. Chien,Yih-Long) recused themselves from the discussion and voting due to conflict of interest, all other directors agreed with the proposal without any objection. Board meeting date: June 19, 2020 Directors’ names: Chou,Po-Chiao ; Chen,Tsung-Ming Proposal: Distribution of remunerations to independent directors for 2019 Reason for recusal due to conflict of interest:Independent directors Chou,Po-Chiao and Chen,Tsung-Ming did not participate in voting due to conflict of interest. Participation in voting:Except the independent directors (Mr. Chou,Po-Chiao and Mr. Chen,Tsung-Ming) recused themselves from the discussion and voting due to conflict of interest, all other directors agreed with the proposal without any objection.pt Board meeting date: June 19, 2020 Director: Tsai,Ming-Hsien , Chien,Yih-Long Proposal: Distribution of remunerations to employees for 2019 。Causes for Avoidance: Vice chairman Tsai,Ming-Hsien and director Chien,Yih-Long who are the stakeholders and did not participate in the voting due to avoidance of conflict of interest. Participation in Voting: Except the directors (Mr. Tsai,Ming-Hsien and Chien,Yih-Long) did not participate in or represent the discussion and voting due to avoidance of conflict of interest, all other directors agreed with the proposal without any objection. III. The exchange-listed and OTC-listed companies shall disclose the information on the evaluationperiod |
-
I. If the operation of the board of director has one of the following circumstances, the dates of the board's meetings, sessions, contents of motion, all independent directors' opinions and the actions taken by the Company for the opinions of independent directors shall be specified:
-
(I) The circumstances listed in Article 14-3 of the Securities and Exchange Act: The Company has established the Audit Committee in 2018. Pursuant to Article 14-5 of the Securities and Exchange Act, the Article 14-3 shall not be applicable.
-
(II) Except for the aforesaid circumstances, any resolution of the board of directors was objected by or subject to a qualified opinion from any of independent directors with record or written statement: No such circumstance in this year.
-
II. If there are directors' avoidance of motions in conflict of interest, the names of directors, contents of motion, causes for avoidance and voting shall be specified:
-
Reason for recusal due to conflict of interest: Chairman Hsu,Kun-tai , Vice Chairman Chairman Tsai,Ming-Hsien , and directors Lu,Jin-Zong and Chien,Yih-Long were interested parties and recused themselves. The independent director Chou,Po-Chiao was elected to chair this proposal.
-
Participation in voting: Except the directors (Mr. Hsu,Kun-tai , Mr. Tsai,Ming-Hsien , Mr. Lu,JinZong and Mr. Chien,Yih-Long) recused themselves from the discussion and voting due to conflict of interest, all other directors agreed with the proposal without any objection.
-
Reason for recusal due to conflict of interest:Independent directors Chou,Po-Chiao and Chen,Tsung-Ming did not participate in voting due to conflict of interest.
-
Participation in voting:Except the independent directors (Mr. Chou,Po-Chiao and Mr. Chen,Tsung-Ming) recused themselves from the discussion and voting due to conflict of interest, all other directors agreed with the proposal without any objection.pt
-
Causes for Avoidance: Vice chairman Tsai,Ming-Hsien and director Chien,Yih-Long who are the stakeholders and did not participate in the voting due to avoidance of conflict of interest.
-
27
and duration, evaluation scope, evaluation method and evaluation content from the self (or peer) evaluation of the Board of Directors, and the following table for the board’s evaluation status shall be filled out.
(1) To implement the corporate governance and functional committees, the performance assessment for the Board of Directors and functional committees are conducted in accordance with the Company’s "Regulations Governing the Board Performance assessment" as follows:
| Evaluation period |
Evaluation period |
Evaluation scope |
Evaluation method | Evaluation content |
|---|---|---|---|---|
| Conduct once a year |
From January 1, 2020 to 2020/12/31 |
Board of Directors |
Internal self- assessment of the Board of Directors |
(1) Participating level for the Company’s business. (2) Enhancing the decision quality for the board. (3) Composition and structure of the Board of Directors. (4) Directors' election and continuous education. (5) Internal control. |
| Conduct once a year |
From January 1, 2020 to 2020/12/31 |
Individual board members |
Self-assessment by directors |
(1) Mastery of company goals and tasks (2) Acknowledgement of directors’ duties and responsibilities (3) Participation level for the Company’s operations (4) Management and communication of internal relations (5) Professionalism and continued education of directors (6) Internal control |
| Conduct once a year |
From January 1, 2020 to 2020/12/31 |
Functional Committees (Audit Committee, Remuneration Committee, and Corporate Governance Committee) |
Internal self- assessment of the functional committee |
(1) Participating level for the Company’s business. (2) Understanding of the functional committee’s responsibilities. (3) Improvement of decision-making quality of functional committees. (4) Composition of the functional committee and selection of members (5) Internal control. |
(2) The Company has completed the self-assessments by the board, individual board members and functional committees in 2020 and reported the evaluation results to the board on March 26, 2021. The assessment results are detailed on page 46-48 of the annual report.
IV. Targets for the enhancement of the board’s functioning during the year and the most recent year and assessment of implementations:
(I) Establishment of Corporate Governance Committee
To enhance corporate governance effectiveness and corporate business profile, the Company’s board on November 12, 2020 approved the formulation of the Corporate Governance Committee Charter and the establishment of the Corporate Governance Committee with directors Mr. Tsai,Ming-Hsien , Mr. Chien,Yih-Long and three independent directors Mr. Chou,Po-Chiao , Mr. Chen,Tsung-Ming and Ms. Lai,Ling-Ming to serve as committee members. The Corporate Governance Committee submitted to the board on February 19, 2021 for approvel of the 2021 implementation plan. Its overall functioning is robust, effectively contributing to the board’s duties and responsibilities.
(II) Effectiveness assessment of the board and functional committees
The Company has completed the performance review of the board for 2020 and submitted the assessment report to the board on March 26, 2021, in order to enhance the board’s duties and responsibilities. The overall functioning of the board is healthy. Please refer to page 46-48 of the annual report for the details of the assessment results.
Note 1: If a director or a supervisor is a juridical person, the name of corporate shareholder and its representatives shall be disclosed.
Note 2: (1) If a director or a supervisor resigns before the end of year, the date of resignation shall be noted in the column of remark. The ratio of the attendance in person (%) shall be counted by
28
the number of the board's meeting in the period of service and such person's actual number of attendance in person.
- (2) if a director or supervisor is re-elected before the end of year, both new and old directors or supervisors shall be filled in, and the information that such person is an old or a new director or supervisor as well as the date of renewal or re-election shall be noted in the column of remark. The ratio of the attendance in person (%) shall be counted by the number of the board's meeting in the period of service and such person's actual number of attendance in person.
(II) Operation of Audit Committee or Supervisors' Participation in the Board of Director:
- 1.Operation of the Audit Committee:
The Company’s Audit Committee consists of three independent directors. One independent director is elected by all the members as the convener and meeting chair. The operational methods are carried out in accordance with the Company’s "Audit Committee Charter." The Audit Committee aims to assist the Board of Directors in the quality and level of integrity when implementing the supervision in regards to accounting, auditing, financial report process and financial control for the Company. The matters for review and resolution include: The company’s financial statements, auditing and accounting policies and procedures, internal control systems, transaction of major asset or derivative commodities, raising or issuing securities, and appointment, dismissal or remuneration of CPAs, as well as finance and accounting or the appointment and dismissal of internal audit officers.
2020 Activity Highlights
-
(1) Review the financial report
-
The board has prepared and presented the 2019 financial statements (including consolidated financial statements) and these financial statements were audited by CPA Feng, Min-Juan and CPA Wu,Han-Qi of PwC Taiwan. The financial statements along with the finalized statements, business report and earnings distribution proposal were reviewed and approved by the Audit Committee on March 31, 2020, resolved and approved by the board on March 31, 2020, and ratified by the 2020 general shareholders’ meeting.
-
(2) Evaluate the effectiveness of internal control system Audit Committee evaluates the effectiveness of the Company’s internal control system policies and procedures (including finance, business operation, risk management, information security, outsourcing, and legal compliance control measures), and reviews and audits the Company’s audit department and certified accountants, as well as the periodic reports from the management levels, Including risk management and legal compliance. The online evaluation for the design and implementation of the Company’s internal control system should be effective. 2019 Statement of Internal Control System issued upon the review and approval by the Audit Committee on March 31, 2020 and the resolution and approval by the board on March 31, 2020
The Audit Committee convened a total of three meetings (A) in 2019. The attendance record of independent directors is as follows:
| Title | Full name | Number of meetings attended (B) |
BY Proxy | Attendance Rate (%) (B/A) |
Remark |
|---|---|---|---|---|---|
| Independent Director (Convener of the Audit Committee) |
Chou,Po-Chiao | 3 | 0 | 100% | |
| Independent Director (Member of the Audit Committee) |
Chen,Tsung- Ming |
3 | 0 | 100% | |
| Independent Director (Member of the Audit Committee) |
Kuang-Sung Fan |
1 | 0 | 100% | (D ismissed date: April 1, 2020) |
29
Independent Director (Member of the Audit Lai,Ling-Ming 2 Committee) Other mentionable items:
New appointment 100% date: June 19, 2020
0
I . the operation of the Audit Committee has one of the following circumstances, the dates of the board's meetings, sessions, contents of motion, the resolution of the Audit Committee and the actions taken by the Company for the opinions of the Audit Committee shall be specified.
(I) The mat ers listed in Article 14-5 of the Securities and Exchange Act:
==> picture [464 x 520] intentionally omitted <==
----- Start of picture text -----
Matters listed Matters not approved by
Board of by Article 14-5 Audit Committee but by
Directors Contents of motion and the follow-up measures of the resolution and
Securities and agreement of at least
Exchange Act two thirds of directors
1. Approved the Company’s financial statements and business report for the year of V
2019.
2. Passed the appropriation of the Company’s 2019 earnings. V
3. In order to cooperate with the accountant rotation policy of PwC Taiwan, it is V
proposed to change the CPAs who issue financial reports to the Company.
4. Adoption of the proposed changes to the Company’s financial officer and V
accounting officer.
5. Passed the evaluation for the independence and professional qualifications of CPAs V
according to Article 29 of the "Corporate Governance Best Practice Principles for None
2020.03.31 TWSE/TPEx Listed Companies."
6. Passed the amendment to the Company’s "Procedure for the Acquisition or Disposal V
of Assets."
7. Passed the following amendment to the internal control system of the Company V
according to the provisions of the "Regulations for the Internal Control System of a
Publicly Listed Company" by the Financial Supervisory Commission.
8. Passed the Company’s 2019 internal control system, and the statement of internal V
control system issued upon the result of self-assessment.
Resolution from the Audit Committee: All the attending members agreed on March 31, 2021
The Company’s handling process on the opinions of the Audit Committee: it was passed by all the directors present.
Any resolution
that was not
Matters listed
approved by the
by Article 14-
Board of Audit Committee
Directors Contents of motion and the follow-up measures Securities and 5 of the but approved by
two-thirds or
Exchange Act more of all
directors
Approval of the Company’s consolidated financial report for the second quarter of 2020 V N ne
2020.08.13
Resolution from the Audit Committee: All the attending members agreed on August 13, 2020
The Company’s handling process on the opinions of the Audit Committee: it was passed by all the directors present.
1. Approval of the Company’s consolidated financial report for the third quarter of 2020 V
2. Approved the capital increase of Kapok Computer (Samoa) Corporation by US$9 V
None
million.
2020.11.12
3. Approved the Company’s 2021 audit plan. V
Resolution from the Audit Committee: All the attending members agreed on November 12, 2020
The Company’s handling process on the opinions of the Audit Committee: it was passed by all the directors present.
Please refer to page 32 for all the proposals by the Audit Committee in 2020. V
----- End of picture text -----
(II) Except for the aforesaid circumstances, any resolution that was not approved by the Audit Committee but approved by two-thirds or more of all directors: None
30
-
II. If there is any independent director’s avoidance of motion in conflict of interest, such director’s name, contents of motion, causes for avoidance and voting should be specified: None.
-
III. Communications between the independent directors, the chief internal auditor and CPAs (including communications of the significant items for the Company’s finance and operation, and its methods and results etc.):
-
(I) Communications between the independent directors and chief internal auditor: To intensify the practical communication between the independent directors and the internal audit officer, the Company conducts comprehensive communication on the main internal auditing opinions through the Audit Committee or other meetings at least twice a year.
-
(II) Communication between independent directors and CPAs: CPAs report to the independent directors of the Audit Committee at least twice a year about the financials of the Company, financials and functioning of domestic and overseas subsidiaries and audits on internal control. Full communication is ensured regarding any major adjustments in entries or any significant influence on accounts due to law/regulation amendments.
-
(III) Please refer to page 33-34 for the records of communication between independent directors and internal auditors and CPAs in 2020.
-
Supervisors’ participation in the operation of the Board of Directors: The Company has established the Audit Committee in 2018, so this is not applicable.
31
Summary Table of the Meetings Record for the Audit Committee:
Attendance of individual independent directors: V = attendance; blank=absence
| Number of Meetings |
N T |
umber of Meetings his Term |
Date of Notification |
Date of Meeting |
Explanation of Subject | Independent Director | Independent Director | Independent Director | Remark | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Chou,Po- Chiao |
Chen,Tsung- Ming |
Kuang- Sung Fan |
||||||||||
| 1 | 11 | 2020.03.20 | 2 | 020.03.31 | 1. 2. 3. 4. 5. 6. 7. 8. 9. 1 1 |
Resolutions from the 10th meeting of the 1st Audit Committee of the Company. Report on internal audit of business. Approved the Company’s financial statements and business report for the year of 2019. Passed the appropriation of the Company’s 2019 earnings. In order to cooperate with the accountant rotation policy of PwC Taiwan, it is proposed to change the CPAs who issue financial reports to the Company. Adoption of the proposed changes to the Company’s financial officer and accounting officer. Passed the evaluation for the independence and professional qualifications of CPAs according to Article 29 of the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies." Passed the amendment to the Company’s "Procedure for the Acquisition or Disposal of Assets." Adoption of the proposed amendments to the Procedures for Ethical Management and Guidelines for Conduct made by the Company. 0. Passed the following amendment to the internal control system of the Company according to the provisions of the "Regulations for the Internal Control System of a Publicly Listed Company" by the Financial Supervisory Commission. 1. Passedthe Company’s2019internalcontrolsystem, andthe statementof internalcontrolsystem issued upon theresultofself-assessment. |
V | V | V | Yu,Tien-Jung Wu,Mai Liu,Yi-Mei Feng, Min- Juan Wu,Han-Qi |
||
| Number of Meetings |
Number of Meetings This Term |
Date of Notification |
Date of Meeting |
Explanation of Subject | Independent Dire | ctor | Remark | |||||
| Chou,Po- Chiao |
Chen,Tsung- Ming |
Lai,Ling- Ming |
||||||||||
| 2 | 12 | 2020.07.30 | 2020.08.13 | 1. Resolutions from the 11th meeting of the 1st Audit Committee of the Company. 2. Report on internal audit of business. 3. Approval of the Company’s consolidated financial report for the second quarter of 2020 |
V | V | V | Wu,Mai Liu,Yi-Mei Chiu,Shu-juan Wu,Han-Qi |
||||
| 3 | 13 | 2020.10.30 | 2020.11.12 | 1. Resolutions from the 12th meeting of the 1st Audit Committee of the Company. 2. Report on internal audit of business. 3. Approval of the Company’s consolidated financial report for the third quarter of 2020 4. Approved the capital increase of Kapok Computer (Samoa) Corporation by US$9 million. 5. Approved the Company’s 2021 audit plan. |
V | V | V | Wu,Mai Liu,Yi-Mei Chiu,Shu-juan Lin,Bo-Wei Wu,Han-Qi Liang,Hua-ling |
||||
| 4 | 14 | 2021.03.18 | 2021.03.26 | 1. Resolutions from the 13th meeting of the 1st Audit Committee of the Company. 2. Report on internal audit of business. 3. Approved the Company’s financial statements and business report for the year of 2020. 4. Passed the appropriation of the Company’s 2020 earnings. 5. Passed the evaluation for the independence and professional qualifications of CPAs according to Article 29 of the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies." 6. Passed the amendment of the Company’s Audit Committee Charter. 7. Passedthe Company’s2019internalcontrolsystem, andthe statementof internalcontrolsystem issued upon theresultofself-assessment. |
V | V | V | Wu,Mai Liu,Yi-Mei Chiu,Shu-juan Wu,Han-Qi |
||||
| 5 | 15 | 2021.05.03 | 2021.05.13 | 1. Resolutions from the 14th meeting of the 1st Audit Committee of the Company. 2. Report on internal audit of business. 3. The Company’s finalized account for the first quarter of 2021 |
32
Summary of meetings between independent directors, internal auditors and CPAs in 2020
| Date | Subject | Communication matters | Communicate results |
Communication personnel |
|---|---|---|---|---|
| 2020/3/31 | 1. Internal auditors presented the implementation of the audit plan from October 2019 to February 2020 and follow-ups of improvement measures until the end of the first quarter. 2. Independent directors and internal auditors exchanged thoughts on the above reported items. |
1. It is necessary to enhance the oversight of the operational effectiveness and target achievements at the Company’s business units and to continue the advocacy of corporate governance. 2. At the next meeting, the internal auditor Ming-Chih Hung will report about the implementation of audits at the Company’s investees property business and Quality Trust Property Management in China. |
All the attending independent directors reviewed, agreed and reported to the board. |
Auditor Liu,Yi- Mei |
| 1. The Company’s financial statements and business report f the year of 2019. |
1. CPAs explained about the report on financial audits and discussed and communicated the questions raised by directors. |
All the attending independent directors reviewed, agreed and reported to the board. |
CPA Feng, Min- Juan CPA Wu,Han-Qi |
|
| 2020/8/13 | 1. The internal auditors presented the implementation status of the annual audit plan and follow-up of improvement measures until July. Due to COVID-19, the auditors could not return to Taiwan for the originally scheduled presentation on the audits from July 2019 to June 2020 on investments in China - property business and Quality Trust Property Management. Written documents were presented. Discussion and communication will be held in due course. 2. Directors and internal auditors exchanged thoughts on the above reported items. |
1. Further enhancement of internal control and internal audits on investees is advised. 2. The achievement of 2020 operating targets for effectiveness and efficiency and the relevant risk considerations are incorporated into the audit for the following year and the agenda for the next report and review by internal auditors. |
All the attending independent directors reviewed, agreed and reported to the board. |
Auditor Liu,Yi- Mei |
| 1. The Company’s financial statements for the second quarter of 2020. |
1. CPAs explained about the report on financial audits and discussed and communicated the questions raised by directors. |
All the attending independent directors reviewed, agreed and reported to the board. |
CPA Wu,Han-Qi |
33
| 2020/11/12 | 1. Internal auditors presented the implementation of the audit plan and follow-ups of improvement measures until the end of the second quarter. 2. Proposal of the Company’s 2021 audit plan. 3. Directors and internal auditors exchanged thoughts on the above reported items. |
1. The audit office developed and proposed the Company’s 2021 audit plan. Audit items are based on the regulations set by the competent authorities in official douments governing the standards of internal control and in reference to risk assessment results and considerations. In addition to the listing of audit items for the annual audit plan according to requirements, there will be enhanced advocacy for compliance with new rules and regulations, oversight and management of investees, and inspections on operational effectiveness and efficiency. 2. 2021 audit plan is scheduled for submission to the board for approval and reporting at the end of December. |
All the attending independent directors reviewed, agreed and reported to the board. |
Auditor Liu,Yi- Mei |
|
|---|---|---|---|---|---|
| 1. The Company’s financial statements for the third quarter of 2020. |
1. CPAs explained about the report on financial audits and discussed and communicated the questions raised by directors. |
All the attending independent directors reviewed, agreed and reported to the board. |
CPA Wu,Han-Qi CPA Liang,Hua- ling |
34
(III) Corporate Governance Implementation Status and the difference from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons:
and reasons: |
||||
|---|---|---|---|---|
| Evaluation Item | ImplementationStatus(Note) | The difference from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and Reasons |
||
| Yes | No | Abstract Illustration | ||
| I. Does the company establish and disclose the Corporate Governance Best-Practice Principles based on “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”? |
V | The board of the Company has discussed and approved the “Corporate Governance Best Practice Principles” of the Company on March 27, 2015 in accordance with the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies." In line with the global trend of corporate governance and the rising awareness in social and international issues over recent years, the board amended the Corporate Governance Best Practice Principles three times in 2015~2021. Relevant information is disclosed on the Market Observation PostSystem and at theCompany’s website. |
The Company has currently executed according to “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” without any difference. |
|
| II. The Company’s shareholding structure & shareholders’ rights/benefits (I) Does the Company establish an internal operating procedure to deal with shareholders’ suggestions, doubts, disputes and litigations, and implement based on the procedure? (II) Does the Company possess the list of its major shareholders who control the Company in reality as well as the ultimate owners of those shares? (III) Does the Company establish and execute the risk control/management and firewall system with its affiliates? (IV) Does the company establish internal rules against the Company's insiders trading of the securities with undisclosed information in the market ? |
V V V V |
(I) The Company has designated a professional agency to handle the stock affairs and has established the spokesperson, deputy spokesperson and dedicated persons to take charge of the shareholders' suggestions or disputes etc. (II) Most of the Company’s major shareholders are the management team and the shareholders with long-term shareholding. The stock office will obtain the list of the shareholders from the Taiwan Depository & Clearing Corporation through the stock agency designated by the Company within next two days from book closure date for the shareholders' meeting and dividend distribution upon the regulations, then will summarize the shareholding information of the major shareholders immediately and report to the senior management team. The Company can grasp the list of the major shareholders at any time to assure the stability of the management rights. (III) Each affiliate operates independently, and establishes various rules according to the regulations of the competent authority. The transactions with affiliates shall be conducted according to the relevant rules. (IV) To empower the Company’s directors and managers to comply with the ethical standards and allow the Company’s stakeholders to better understand the Company’s ethical standards, the Company has established the "Codes of Ethical Conduct" and "Ethical Corporate Management Best Practice Principles" to follow |
The Company has currently executed according to “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” without any difference. |
35
| Evaluation Item | ImplementationStatus(Note) | ImplementationStatus(Note) | ImplementationStatus(Note) | The difference from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| up. The Company has established the "Procedures for Handling Material Inside Information and Preventing Insider Trading" to prevent the occurrence of insider trading. |
||||
| III. Composition and Responsibilities of the Board of Director (I) Does the Board of Director develop and implement a diversified policy for the composition of its members? (II) Does the Company voluntarily establish other functional committees in addition to the Remuneration Committee and the Audit Committee pursuant to the laws? |
V V |
(I) In accordance with Article 20 of “Corporate Governance Best Practice Principles," the Company has stipulated a diverse policy in regards to the composition of the Board of Directors as follows: The diverse composition of the Board of Directors should be considered and appropriate and diversified policies with regard to its business operations, operational type and development requirement shall be stipulated, which should include but not limited to the standards of the following two major aspects: I.Basic criteria and value: gender, age, nationality and culture. II.Professional knowhow and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and experience in the industry, etc. In general, the members of the Board of Directors should possess the knowledge, skills, and qualities required for the implementation of their job duties. The Board of Directors should have the following capabilities in order to achieve the goal of corporate governance: (I)Capability for judging the business. (II)Capability for analyzing accounting and finance. (III)Capability for business management. (IV)Capability for dealing with risks. (V)Industrial knowledge. (VI) International market viewpoint. (VII)Capability of leadership. (VIII) Capability of decision-making. Please refer to page 43 (Note 1) of the annual report for implementation of board diversity. (II) In addition to the establishment of the Remuneration Committee and the Audit Committee according to laws and in order to enhance corporate governance performance and company image, the board on November 12, 2020 approved the formulation of the Corporate Governance Committee Charter and the establishment of the Corporate Governance Committee with directors Mr. Tsai,Ming-Hsien , Mr. Chien,Yih-Long and three independent directors Mr. Chou,Po-Chiao , Mr. Chen,Tsung-Ming and Ms. Lai,Ling-Mingto serve as committee members. The |
The Company has currently executed according to “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” without any difference. |
36
| Evaluation Item | ImplementationStatus(Note) | ImplementationStatus(Note) | ImplementationStatus(Note) | The difference from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (III) Does the Company establish the "Regulations Governing the Board Performance assessment" and its methods of evaluation, and conduct the regular performance assessment annually and report the results of the performance assessment to the Board of Directors for the reference of individual directors' salary and renewal nomination? (IV) Does the Company evaluate the independence of the CPAs regularly? |
V V |
Corporate Governance Committee submitted to the board on February 19, 2021 for approval of the 2021 implementation plan.Please refer to page 44-45 for all the proposals by the committees in 2020. To strengthen the Company’s organizational structure in information security, the Information Security Committee was established in December 2020. The committee convenes regular semi-annual meetings and ad-hoc meetings in response to events, in order to involve different functions for the understanding and handling of security information requirements and preventive measures. The Information Security Committee convenes meetings in June and December each year. The meeting minutes of the Information Security Committee are presented to President and the Board of Directors for approval and decision-making on relevant issues. (III) In order to practically implement corporate governance, the Board of Directors of the Company has passed the "Regulations Governing the Board Performance assessment" on November 14, 2016 in accordance with the provisions of the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies." The internal performance assessment is conducted on a yearly basis and an external professional and independent institution or a team of experts and scholars will be entrusted to conduct assessment every three years. The assessment methods, standards and assessment results will be exposed on the Company’s website. Internal self-assessments were conducted for 2020 on the board, board members, and functional committees. The assessment covered five aspects and the results were presented to the board on March 26, 2021. Please refer to page 46-48 (Note 3) of the annual report for the assessment details. The results of the annual board performance assessment will be reported to the Board of Directors and Remuneration Committee as a reference for individual directors' remuneration and nomination for renewal. (IV) The Company has appointed the PWC Taiwan as the certificated accountingfirm,who has itsprofessionalism and independence for |
37
| Evaluation Item | ImplementationStatus(Note) | ImplementationStatus(Note) | ImplementationStatus(Note) | The difference from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| its certification. The Company also changes the CPAs regularly according to laws to strengthen its independence. The Company’s Audit Committee reviews and approves the independence of external accountants each year before submitting the findings to the board for discussion. The assessment covers whether there is breach of No. 10 of the Bulletin of Norm of Professional Ethics for Certified Public Accountant of the Republic of China and Article 47 of the Certified Public Accountant Act. It seeks to confirm whether the external accountants are involved in financial benefits or business relations other than the auditing of the Company’s financial statements and tax filings. The assessment also inspects whether the external accountants have conflict of interest by serving as the Company’s directors, managers or shareholders or receiving salaries from the Company. The Company’s assessment confirmed the independence of external accountants. The Company’s board periodically (once per year) assesses the suitability and independence of external accountants. (Please refer to page 49 (Note 4) for the assessment criteria.)The assessment results were reviewed and approved by the board on March 26, 2021 to confirm the suitability and independence of external accountants. |
||||
| IV. Does the TWSE/TPEx Company have qualified and suitable number of corporate governance personnel and appointed corporate governance officers to take charge of the corporate governance related affairs (including but not limited to providing the information required by the directors and supervisors to perform their duties, assisting directors and supervisors to be in compliance with laws, conducting the board and shareholders' meeting related matters according to laws, and preparing the meeting minutes for the board and the shareholders' meeting etc.)? |
V | The Company has established a corporate governance taskforce so that Finance Department can take charge of corporate governance related matters. On March 27, 2019 the board resolved to appoint Wu,Mai, Vice President of Financial Management Center, to serve as Officer of Corporate Governance. She has more than three years of management experience with public companies in law, finance or shareholder services, and has selected completed 18 hours of training relevant to jobs and responsibilities required by listing rules for continuing education program of directors and supervisors. Please refer to page 50 (Note 5) of the annual report for her main duties and responsibilities and continued education in 2020. |
The Company has currently executed according to “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” without any difference. |
|
| V. Does the Company establish a communication channel and build a dedicated section on its website for stakeholders,as well as handle all the issues theycare |
V | Both the Company and the stakeholders have dedicated department to take charge of collecting the relevant information and communicate to each other. The Companyhas set upits website with the address of |
The Company has currently executed according to “Corporate Governance |
38
| Evaluation Item | ImplementationStatus(Note) | ImplementationStatus(Note) | ImplementationStatus(Note) | The difference from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| for in terms of corporate social responsibilities? | http://www.clevo.com.tw/ and has built the dedicated sections for investor relation and stakeholder respectively, which includes the Company's related news and activities, corporate governance (including the Company's Corporate Social Responsibility Best Practice Principles), information of finance and stock affairs as well as the Company's contact methods. The investor relation department has dedicated person to respond the related issues. |
Best Practice Principles for TWSE/TPEx Listed Companies” without any difference. |
||
| VI. Does the Company appoint a professional stock agency to deal with shareholders' meeting affairs? |
V | The Company’s stock affairs have appointed a professional stock agency, Transfer Agency Department of CTBC Bank, to handle the Company’s shareholders' meeting affairs. |
The Company has currently executed according to “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” without any difference. |
|
| VII. Information Disclosure (I) Does the Company have a corporate website to disclose the financial activities and the information of corporate governance? (II) Does the Company adopt other ways of information disclosure (e.g. building an English website, appointing a dedicated person to collect and disclose the Company’s information, implementing the spokesperson system and putting the course of investor conferences on the Company’s website etc.)? (III) Does the Company announce and declare the annual financial report within two months after the end of the fiscal year, and announce and declare the first, second, and third quarter financial reports and the monthly operating situation early within the prescribed period? |
V V |
V | (I) The Company has set up its website with the address of https://www.clevo.com.tw/ and has built a dedicated section for investor relation, which includes the Company's related news and activities, information of corporate governance, the Company's relevant rules as well as information of finance and stock affairs. (II) The Company has established the spokesperson and the deputy spokesperson system and appointed dedicated personnel to collect and disclose corporate information. Relevant information on the Company’s financials and businesses is disclosed to the investing public on the Market Observation Post System, at capital market events, at the Company’s website and via newspapers and magazines. Please visit the Company’s website for details at https://www.clevo.com.tw/. (III) The Company publishes and files annual financial reports (within three months), reports for the first, second and third quarters (within 45 days) and monthly operational updates (before 10th of each month) according to the deadlines specified in Article 36 of the Securities and Exchange Act. Due to the fact that the group has merged more than one hundred of individual business entities, its annual financial report cannot be announced and declared within two months after the end of the fiscalyear. 2020 financial statements werepublished and filed on |
The Company has currently executed according to “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” without any difference. |
39
| Evaluation Item | ImplementationStatus(Note) | ImplementationStatus(Note) | ImplementationStatus(Note) | The difference from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| March 26, 2021. | ||||
| VIII. Is there any other important information to facilitate a better understanding of the Company’s corporate governance practices (including but not limited to employee rights/benefits, employee caring, investor relations, supplier relations, rights of stakeholders, training of directors and supervisors, the implementation of risk management policies and risk measurement standards, the implementation of customer policies, and purchasing liabilities insurance for directors and supervisors)? |
V | (I) Employee Rights/Benefits: Upon the governmental laws and the Company's human resources management rules, the Company provides various labor's basic conditions, including working hours mechanism and comprehensive leaves system, and also renders a stable and safe working environment, as well as reserves the basic welfares of labor insurance, health insurance and pension fund. Besides, the employees also possesses the regular health examination, group insurance and complete employee retirement measures. (II) Employee Caring: The Company has established the Occupational Safety and Health Committee according to laws, and studied the relevant regulations of safety and health. In order to ensure the employees' safety and health, the Company has established the "Occupational Safety and Health Policies," arranged the regular lectures and courses with various subjects, provided the doctors' consultation, opened the diversified channels for employees to express the opinions and to consult as well as created a better participating feelings and a smooth two-way communications. (III) Investor Relations: Protecting the shareholders' rights/benefits is the Company’s biggest target. The Company gives equal treatment to all shareholders. Upon the relevant regulations, the Company’s important messages, including finances, business and changes of the insiders' shareholding will be announced on the Market Observation Post System immediately. (IV) Suppliers Relations: In addition to the establishment of the "Codes of Ethical Conduct," the new suppliers of the Company shall possess good goodwill and meet the Company’s ethical demand upon the requirement of the internal control system. Before trading, it is required to sign the "Supplier Honesty Commitment" to forbid other beneficial acts other than normal transactions. The Company expects to set a good example to lead more of our supply partners to jointly enhance the awareness of environmental protection and aptly fulfill the corporate social responsibilities. (V) Rights of Stakeholder: The Company complies with the “Corporate Governance Best-Practice Principles" to implement and set up a dedicated section on its website for stakeholders. (VI) Implementation of Risk Management Policies and Risk |
The Company has currently executed according to “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” without any difference. |
40
| Evaluation Item | ImplementationStatus(Note) | ImplementationStatus(Note) | ImplementationStatus(Note) | The difference from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| Measurement Standards: Through the audit office and internal control system, the Company has appropriately identified, assessed and reduced various business risks. In addition to controlling the day-to-day operational procedure, the audit office and management team always supervise the risk control's implementation. Besides, the Company has established the internal and external reporting system to reduce the unfavorable influences on the Company’s business. (VII) Implementation of Customer Policies: The Company has established the appropriate customer policies and business targets, and will timely adjust the business strategies to achieve the targets. (VIII) Purchase of liability insurance for directors: The Company has purchased liability insurance for directors maturing on May 15, 2021. The insured amounts, coverage and premiums of liability insurance for directors were reported to the board. New insurance policies for May 15, 2021 to May 15, 2022 have come into effect and will be reported to the most immediate board meeting. (IX) Attendance of directors for board meetings: Board meetings are convened regularly and directors take part with enthusiasm. The Company has filed online the attendance record of directors. Please refer to page 27 for details. (X) Trainings of the Directors and Managers: The Company’s directors and independent directors have considerably understood the directors' power and functions, and they have a plentiful background of education and experiences as well as understanding of the industry to sufficiently undertake the directors' responsibilities. The Company’s directors and independent directors participate in external training in corporate governance, securities laws and taxations each year. There is dedicated personnel responsible for collecting relevant information on laws and regulations and submitting such information to directors and the Audit Committee. Please refer to page 51 (Note 6) for the details on training and education for directors and managers in 2019. The directors' attendance and independent directors' sitting in the Company’s board as well as the directors' training were disclosed on the Market Observation Post System. The website address is |
41
| Evaluation Item | ImplementationStatus(Note) | ImplementationStatus(Note) | ImplementationStatus(Note) | The difference from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| https://mops.twse.com.tw/mops/web/index according to the regulations. |
||||
| IX. For the result of the corporate governance evaluation announced by the Corporate Governance Center of the Taiwan Stock Exchange Corporation in the most recent year, please explain the circumstances of the improvement; and if the items have not yet been improved, please provide those items that shall be strengthened first and its measures. (I)The Company’s total score in the corporate governance evaluation in 2020 is as follows: 90.03 - Top 6%~20% among all the listed companies and top 11%~20% among electronics companies with a market capitalization of more than NTD 10 billion. The improvements made in 2020 are as follows: 1. The Company has formulated and published the internal rules and the implementation of such rules against insider trading. 2. The Company had stipulated a policy on board diversity and published its implementation at the Company’s website and in annual reports. 3.To practically implement gender equality of the board, a female independent director was elected in the by-election on June 19, 2020 to boost the board diversity. 4. The Company established the Corporate Governance Committee on November 12, 2020, as the functional committee beyond the requirement of laws. Its duties, responsibilities and functioning are disclosed at the Company’s website or in annual reports. . 5. The Company has disclosed the communication among the independent directors, internal audit officers and independent accountants in annual reports and at the Company’s website. 6. The Company conducts internal and external assessments before deadlines according to its Regulations Governing the Board Performance Assessment.The implementation status and assessment results are disclosed at the Company’s website or in annual reports. 7. The Company has established an information security management framework, the Information Security Committee, information security policies and management measures. This is disclosed at the Company’s website or in annual reports. 8. The Company has formulated and disclosed the intellectual property management plan linked with operational targets and the implementation status. 9. The Company had established the policies and specific management program to protect human rights according to the International Bill of Human Rights and published the information at the Company’s website or in annual reports. 10. The Company appropriately reflects the operating performance or results to the remuneration to employees and discloses the adjustment of average remunerations to employees. 11.The Company has disclosed its acquisition of the ISO 14001 environment management system certification in annual reports and on the Company’s website. (II)Improvements made to address the corporate governance indicators the Company failed to achieve in 2020: 1. The specific dividend policy has been disclosed in the annual report. 2.The linkage between performance assessment and remuneration of directors and managements has been disclosed in the annual report. (III)For those items that have not yet been improved, the items that shall be strengthened first and its measures are provided as follows: 1. The Board of Directors intends to formulate risk management policies and procedures, and to disclose the scope, organizational structure and functioning of risk management. 2. The Company’s intellectual property management plan will be mapped out, with intention to acquire external certifications such as Taiwan Intellectual Property Management. |
Note: Regardless of ticking "Yes" or "No," the implementation status shall be explained in the column of the abstract illustration.
42
Note 1: Implementation of board diversity in 2020
| Name of Director | Sex | Aspect I: Experiences Background |
Aspect I: Experiences Background |
Aspect I: Experiences Background |
Aspect II: OverallCapability |
Aspect II: OverallCapability |
Aspect II: OverallCapability |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Professional Background |
Professional Techniques |
Industrial Experiences |
Capability for judging the business. |
Capability for analyzing accounting and finance. |
Capability for business management. |
Capability for dealing with risks. |
Industrial knowledge. |
International market viewpoint. |
Capability of leadership. |
Capability of decision- making. |
A Judge, Public Prosecutor, Attorney, CPA, or Other Professional Who Has Passed a National Examination with a Certificate in a Profession Necessary for the Business of the Company |
||
| Hsu,Kun-tai | Male | V | V | V | V | V | V | V | V | V | V | V | |
| Tsai,Ming-Hsien | Male | V | V | V | V | V | V | V | V | V | V | V | |
| Lu,Jin-Zong | Male | V | V | V | V | V | V | V | V | V | V | V | |
| Chien,Yih-Long | Male | V | V | V | V | V | V | V | V | V | V | V | |
| Chou,Po-Chiao (Independent Director) |
Male | V | V | V | V | V | V | V | V | V | V | V | V |
| Chen,Tsung-Ming (Independent Director) |
Male | V | V | V | V | V | V | V | V | V | V | V | |
| Lai,Ling-Ming (Independent Director) |
Female | V | V | V | V | V | V | V | V | V | V | V | V |
*Additional note: All of the seven directors of the Company have the aforementioned background, experience and the comprehensive professional ability. Among the directors, Hsu,Kun-tai , Tsai,Ming-Hsien , Lu,Jin-Zong and Chien,Yih-Long are equipped with IT industry knowledge and international market perspectives. Chou,Po-Chiao has expertise in audit and experience with the financial industry. Chen,Tsung-Ming’s deep understanding about the Japan helps the Company to promote business there. As an expert in corporate governance and risk management, Lai,Ling-Ming helps to enhance the decision-making quality of the Company and the board.
All the Company’s directors are citizens of the Republic of China. In 2020, 43% of the directors were also employees Independent directors accounted for 43% of the board. Two independent directors have a tenure of less than three years, one independent director with a tenure of four to six years. One director is above 70 years old, Three 60~69 years old, and Three below 60 years old. The Company emphasizes gender equality in the board composition and has by-elected a female director at the general shareholders’ meeting on June 19, 2020. Currently, 14% of the board directors is female. Professional and outstanding females will be recruited going forward to serve as the Company’s directors.
43
Note 2: Functioning of the Corporate Governance Committee:
I. To enhance its corporate governance and the board’s effectiveness, the Company has established the Corporate Governance Committee according to Article 27-3 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. As resolved by the Board of Directors, the Corporate Governance Committee consists of five directors, than half being independent directors. One (independent) director is elected by all the members as the convener and meeting chair. According to the Corporate Governance Committee Charter, the Corporate Governance Committee has the following responsibilities:
- (1) Formulation of the Company’s Corporate Governance Best-Practice Principles
(2) Planning and regular review of continuing education for directors
(3) Planning of corporate governance directions, annual implementation plans and the progress
(4) Review, suggestion and follow-up of the effectiveness of the corporate governance system, annual implementation plans and the progress
(5) Review, suggestion and follow-up of the Company’s information disclosure and implementation status
(6) Other matters according to the charters, the Company’s internal regulations, resolutions by the Board of Directors or instructions from Chairman II. Members of the Corporate Governance Committee:
| Title | Full name | Resume |
|---|---|---|
| Independent Director Convener of the Corporate Governance Committee |
Chou,Po- Chiao |
The Company’s independent director Former executive director and President of First Commercial Bank |
| Vice Chairman (Member of the Corporate Governance Committee) |
Tsai,Ming- Hsien |
The Company’s Vice Chairman and President |
| Director (Member of the Corporate Governance Committee) |
Chien,Yih- Long |
Executive Vice President, Notebook Business Group, the Company |
| Independent Director (Member of the Corporate Governance Committee) |
Chen,Tsung- Ming |
Chairman, Betterment Co., Ltd. The Company’s independent director |
| Independent Director (Member of the Corporate Governance Committee) |
Lai,Ling- Ming |
Chairman, Toro Biotech Co., Ltd. The Company’s independent director |
Note: Among the committee members, the convener and independent director Chou,Po-Chiao has expertise in audit and experience with the financial industry. Directors Tsai,Ming-Hsien , Chien,Yih-Long and Chen,Tsung-Ming have management expertise. The independent director Lai,Ling-Ming is equipped with expertise in corporate governance and management. Committee members possess the relevant professionalism to assist the strengthening of corporate governance and enhancement of the board’s effectiveness.
III. The Corporate Governance Committee convened two meetings in 2020 and as of the print date of the annual report. The attendance records and the
44
resolved items are as follows:
| Number of Meetings |
Number of Meetings This Term |
Date of Notification |
Date of Meeting |
Explanation of Subject | Director | Director | Independent Director | Independent Director | Independent Director | Attendance Without Voting Rights |
|---|---|---|---|---|---|---|---|---|---|---|
| Tsai,Ming- Hsien |
Chien,Yih- Long |
Chou,Po- Chiao |
Chen,Tsung- Ming |
Lai,Ling- Ming |
||||||
| 1 | 1 | 2020.10.30 | 2020.11.12 | Approved the selection of the Corporate Governance Committee’s convener. |
V | V | V | V | V | Wu,Mai Liu,Yi-Mei Chiu,Shu-juan |
| 2 | 2 | 2021.02.09 | 2021.02.19 | 1. Reported on the implementation of corporate governance in 2020. 2. Approved the committee’s 2021 implementationplan |
V | V | V | V | V | Wu,Mai Liu,Yi-Mei Chiu,Shu-juan |
45
Note 3: Results of 2020 performance assessments on the board and functional committees
CLEVO CO.
Implementation and result of self-assessments by the board and functional committees for 2020
According to the Company’s "Regulations Governing the Board Performance Assessment," the Company’s Board of Directors and functional committees should conduct internal performance assessment at least once a year; an external professional and independent institution or a team of experts and scholars will be commissioned to conduct assessment at least once every three years. Implementation and result of selfinternal assessments for 2020 are as follows:
I. Assessment scope and method:
Assessment scope: performance assessments on the board, individual directors and functional committees Assessment method: self-assessments by the board, individual directors and functional committees. Each performance indicator is divided into five levels: Excellent (5), Good (4), Medium (3), Poor (2), Extremely Poor (1).
II. Assessment procedures
The members of the board and functional committees under the board make self-assessments, with SelfAssessment Questionnaire on Board’s Performance, Self-Assessment Questionnaire on Director’s Performance, and Self-Assessment Questionnaire on Functional Committee’s Performance.
III. Assessment results:
(I) Self-assessment on the operating performance of the Board of Directors:
The performance review of the board covered five aspects and 45 indicators. The result consisted of 40 indicators for “Excellent” (5) and 5 for “Good” (4). The average attendance for directors in 2020 was 100%. All the board members have a clear understanding about the Company and the industry it operates, properly assess and monitor company operations, and supervise corporate governance. Their interaction with management is good and can fully put their expertise in use. he average score for the board’s performance reviews in 2020 was 4.89 points (vs. a full mark of 5.0). This indicates a robust working of the board, in line with corporate governance requirements.
| Thisindicates arobustworking of the | board,in line withcorporate | governancerequirements. |
|---|---|---|
| Five major self-assessments | Assessment subjects | Assessment results |
| A. Participation level for the Company’s operations |
12 | 4.92 |
| B. Enhancing the decision quality for the board |
12 | 4.92 |
| C. Composition and structure of the Board of Directors |
7 | 5.00 |
| D. Directors' election and continuous education |
7 | 4.71 |
| E. Internal control | 7 | 4.86 |
(II) Self-assessment by individual directors:
The assessment of board members covers six aspects and 23 indicators. Seven directors currently in service filled in the self-assessment questionnaires. All the seven questionnaires were recovered. The scores were averaged between Excellent (5 points) and Good (4 points). This indicates that directors viewed positively the performance of each indicator. To further strengthen the board’s functions, individual directors came up with the following suggestions:
Director Tsai,Ming-Hsien : Board members should continue the familiarization with board functioning and provide opinions in a timely manner.
Independent director Lai,Ling-Ming: The establishment of the Corporate Governance Committee and
46
committee and selectiInf o rmation Management Committee in 2020 was a positive move. The direction n of members for implementation planning is in line with expectation. It is suggested that the
board should, before the deadline imposed by regulators, voluntarily formulate Risk Management Policy to further strengthen the board’s functions.
| Six aspects for self-assessments | Assessment subjects | Assessment results |
|---|---|---|
| A. Mastery of company goals and tasks |
3 | 5.00 |
| B. Acknowledgement of directors’ duties andresponsibilities |
3 | 5.00 |
| C. Participation level for the Company’s operations |
8 | 4.84 |
| D. Management and communicationof internal relations |
3 | 4.71 |
| E. Professionalism and continued educationofdirectors |
3 | 4.83 |
| F. Internalcontrol | 3 | 4.90 |
(III) Self-assessment on the operating performance of the Audit Committee:
The performance review of the Audit Committee covered five aspects and 22 indicators. The result consisted of 21 indicators for “Excellent” (5) and 1 for “Good” (4). The average score for performance reviews in 2020 was 4.95 points (vs. a full mark of 5.0). This indicates a robust working of the Audit Committee, in line with corporate governance requirements and effectively contributing to the board’s functioning.
| Five major self-assessments | Assessment subjects | Assessment results |
|---|---|---|
| A. Participation level for the Company’s operations |
4 | 5.00 |
| B. Understanding of the functional committee’sresponsibilities. |
5 | 5.00 |
| C. Improvement of decision-making quality of functionalcommittees. |
7 | 4.86 |
| D. Composition of the functional committee and selection of members |
3 | 5.00 |
| E. Internalcontrol | 3 | 5.00 |
(IV) Self-assessment on the operating performance of the Remuneration Committee:
The performance review of the Remuneration Committee covered four aspects and 19 indicators. The result consisted of 18 indicators for “Excellent” (5) and 1 for “Good” (4). The average score for performance reviews in 2020 was 4.95 points (vs. a full mark of 5.0). This indicates a robust working of the Remuneration Committee, in line with corporate governance requirements and effectively contributing to the board’s functioning.
| Five major self-assessments | Assessmentsubjects | Assessment results |
|---|---|---|
| A. Participation level for the Company’s operations |
4 | 5.00 |
| B. Understanding of the functional committee’sresponsibilities. |
5 | 4.80 |
| C. Improvement of decision-making quality of functionalcommittees. |
7 | 5.00 |
| D. Composition of the functionalc | 3 | 5.00 |
| committee and selection of members |
47
(V) Self-assessment on the operating performance of the Corporate Governance Committee:
The performance review of the Remuneration Committee covered four aspects and 18 indicators. The result consisted of 17 indicators for “Excellent” (5) and 1 for “Good” (4). The average score for performance reviews in 2020 was 4.94 points (vs. a full mark of 5.0). This indicates a robust working of the Remuneration Committee, in line with corporate governance requirements and effectively contributing to the board’s functioning.
| Five major self-assessments | Assessment subjects | Assessment results |
|---|---|---|
| A. Participation level for the Company’s operations |
4 | 5.00 |
| B. Understanding of the functional committee’sresponsibilities. |
5 | 4.80 |
| C. Improvement of decision-making quality of functionalcommittees. |
7 | 5.00 |
| D. Composition of the functional committee and selection of members |
3 | 5.00 |
IV. The Company’s board and functional committees under the board functioned well in 2020 by properly assessing and monitoring corporate operations and overseeing corporate governance. All the directors reported an attendance rate of 100% and put their expertise in full use. To enhance the board’s functions and extend the board’s policies, an initiative on the board’s success planning was started under the abovementioned aspect of “directors' election and continuous education”. There will be continued efforts to augment the professional capabilities of board members with a diversity of curricula. The board incorporated the suggestions from individual directors in order to formulate improvement measures or relevant plans.
V. The aforesaid performance reviews on the board, individual directors, and functional committees under the board for 2020 were reported to the board meeting on March 26, 2021.
48
Note 4: Assessment items for suitability and independence of external accountants
| Evaluation Item | Yes | No |
|---|---|---|
| 1. Notanemployee of the Company or itsrelated party. | V | |
| 2. Not a director or supervisor of the Company or its affiliates (however, it is not applicable in case the person is an independent director of the Company, its parent company, or subsidiaries in which the Company holds more than 50% of the voting shares directly or indirectly). |
V | |
| 3. Not a director, supervisor, or employee of a corporate shareholder who directly holds 5% or more of the total number of outstanding shares of the Company, orwhoholds sharesrankingin thetopfiveholdings. |
V | |
| 4. Not having amarital relationship, orarelative within the second degree of kinshipto any otherdirectorof the Company. | V | |
| 5. Not having one of the circumstances statedin Article 30 of the CompanyAct. | V | |
| 6. Not a governmental, juridical person or its representative as defined in Article 27 of the Company Act. | V | |
| 7. Not a person who should not serve as the Company's director, manager or a position that has significant influences on the auditing projectwithin thelatest two years. |
V | |
| 8. Nota personwho shouldnot involvein the Company'smanagement functionsfor making decisions. | V |
49
Note 5: Functioning of Officer of Corporate Governance
The Company has established a corporate governance taskforce so that Finance Department can take charge of corporate governance related matters. On March 27, 2019 the board resolved to appoint Wu,Mai, Vice President of Financial Management Center, to serve as Officer of Corporate Governance. Vice President Wu,Mai has more than three years of management experience with public companies in law, finance or shareholder services and has selected and completed training relevant to jobs and responsibilities required by listing rules for continuing education program of directors and supervisors. Her main duties and responsibilities and continued education are detailed below:
I. Main responsibilities:
-
Conduct matters in regard to the Board of Directors meeting, functional committees and shareholders' meetings in accordance with laws.
-
Responsible for the meeting minutes and meeting related affairs for the Board of Directors meeting, functional committees and shareholders' meeting.
-
Assist directors and managerial officers for matters regarding onboard and continuous training, and provide them with the required information and materials.
-
Assist directors and managerial officers to be in compliance with laws and regulations.
-
Assist in the implementation of job responsibilities of the Board of Directors or board members that are stipulated in laws or the Company’s articles of incorporation.
II. 2020 Business Implementations
-
Assisted in the independent directors and general directors to perform their duties, provided the necessary information as well as arranged the trainings for the directors:
-
(1) Provide the members of the Board of Directors with the information regarding the amendment and development of laws and regulations related to corporate governance.
-
(2) Provide organized and sufficient meeting materials for meeting members, as well as provide them with suitable and timely information and administrative assistance.
-
(3) Arrange meetings for independent directors and certified accountants to help the directors understand the Company’s financial status; assist in arranging meetings for directors (including independent directors) and internal audit officers, if necessary, to discuss matters regarding internal control.
-
Assist in meeting procedures for the Board of Directors meeting and shareholders’ meeting as well as resolution for legal compliance:
-
(1) Report matters related to the implementation status of corporate governance to the Board of Directors, independent directors, Audit Committee and functional committees.
-
(2) Verify that the Company’s shareholders' meeting and board meeting are in compliance with relevant laws, regulations, and corporate governance rules.
-
(3) Assist and remind the directors of the laws and regulations to be aware of during the business implementation or making a formal resolution in the Board of Directors meeting.
-
(4) Responsible for reviewing the important resolutions of the Board of Directors for publication after the meeting, to ensure the legality and
50
correctness of the content of important information and make sure that investors receive accurate information.
-
Organize and summarize the discussion issues for the board meeting and send out the meeting notice and required materials seven days prior to the meeting. If the discussion case is required to be avoided, a notice shall be given in advance and the meeting minutes of the board meeting shall be completed within 20 days after the meeting.
-
Supervise the registration date of the shareholders' meeting in advance, the preparation of meeting notices, the meeting manual, the meeting minutes within the statutory deadline, and conduct the matters and registration regarding amendment to the articles of incorporation.
III. 2020 Continuing Education:
Vice President Wu,Mai has completed 18 hours of training in 2020 in relation with job functions according to listing rules for continuing education program of directors and supervisors. This complied with the requirement for a minimum of 12 hours in training each year. Her continuing training and education was as follows:
| Date of Education | Date of Education | Host Institution | Name of Course | Hours of Training |
|---|---|---|---|---|
| From | To | |||
| 2020/2/18 | 2020/2/18 | Taiwan Corporate Governance Association | Functions and assignments of corporate governance personnel under the blueprint of corporate governance |
3 |
| 2020/3/17 | 2020/3/17 | Taiwan Corporate Governance Association | Review the battle for management ownership from theperspective of corporategovernance |
3 |
| 2020/3/18 | 2020/3/18 | Securities & Futures Institute | Employee Remuneration Strategy and Utilization of Tools |
3 |
| 2020/10/16 | 2020/10/16 | Taiwan Stock Exchange | 2020 Advocacy to Directors and Supervisors for CorporateGovernance and Business Ethics |
3 |
| 2020/11/12 | 2020/11/12 | Taiwan Corporate Governance Association | Analysis, Decision-Making and Utilization of Corporate Financial Information |
3 |
| 2020/11/12 | 2020/11/12 | TaiwanCorporateGovernance Association | Board Functions and Effectiveness Reviews | 3 |
51
Note 6: Continuing training and education for directors and supervisors and training for managers on corporate governance:
| Title | Full name | Date of Education | Date of Education | Host Institution | Name of Course | Hours of Training |
|---|---|---|---|---|---|---|
| From | To | |||||
| Chairman | Hsu,Kun-tai | 2020/11/05 | 2020/11/05 | Taiwan Corporate Governance Association | Impact of Newest Change in Tax Laws on Corporate Operations and Responses(First Half) |
3 |
| Impact of Newest Change in Tax Laws on Corporate Operations and Responses(Second Half) |
3 | |||||
| 2020/11/12 | 2020/11/12 | Taiwan Corporate Governance Association | Analysis, Decision-Making and Utilization of Corporate Financial Information |
3 | ||
| Vice Chairman and President |
Tsai,Ming-Hsien | 2020/11/12 | 2020/11/12 | Taiwan Corporate Governance Association | Analysis, Decision-Making and Utilization of Corporate Financial Information |
3 |
| Board Functions and Effectiveness Reviews | 3 | |||||
| Director and Executive Vice President |
Chien,Yih-Long | 2020/11/12 | 2020/11/12 | Taiwan Corporate Governance Association | Analysis, Decision-Making and Utilization of Corporate Financial Information |
3 |
| Board Functions and Effectiveness Reviews | 3 | |||||
| Director | Lu,Jin-Zong | 2020/11/05 | 2020/11/05 | Taiwan Corporate Governance Association | Impact of Newest Change in Tax Laws on Corporate Operations and Responses(First Half) |
3 |
| Impact of Newest Change in Tax Laws on Corporate Operations and Responses(Second Half) |
3 | |||||
| 2020/11/12 | 2020/11/12 | Taiwan Corporate Governance Association | Analysis, Decision-Making and Utilization of Corporate Financial Information |
3 | ||
| Independent Director | Chou,Po-Chiao |
2020/09/15 | 2020/09/15 | Securities & Futures Institute | Corporate Governance 2.0 - Trends in International Taxations and Practical Guides |
3 |
| 2020/11/12 | 2020/11/12 | Taiwan Corporate Governance Association | Analysis, Decision-Making and Utilization of Corporate Financial Information |
3 | ||
| Board Functions and Effectiveness Reviews | 3 | |||||
| Director and Executive Vice President |
Chen,Tsung-Ming | 2020/11/12 | 2020/11/12 | Taiwan Corporate Governance Association | Analysis, Decision-Making and Utilization of Corporate Financial Information |
3 |
| Board Functions and Effectiveness Reviews | 3 | |||||
| Independent Director | Lai,Ling-Ming |
2020/10/15 | 2020/10/15 | Independent Director Association Taiwan | Information security strategy for enterprise development and crucial information securitymanagement andprotection |
3 |
| 2020/10/16 | 2020/10/16 | Taiwan Stock Exchange | 2020 Corporate Governance and Corporate Integrity Directors and Supervisors Promotion Conference |
3 | ||
| 2020/11/12 | 2020/11/12 | Analysis, Decision-Making and Utilization of Corporate Financial Information |
3 | |||
| Board Functions and Effectiveness Reviews | 3 | |||||
| 2020/11/26 | 2020/11/26 | ndependent Director Association Taiwan | Practical operation and case analysis of the audit committee and other functional committees |
3 |
52
| Title | Full name | Date of Education | Date of Education | Host Institution | Name of Course | Hours of Training |
|---|---|---|---|---|---|---|
| From | To | |||||
| Vice President, Chief of Finance/Accounting and Officer of Corporate Governance |
Wu,Mai | 2020/2/18 | 2020/2/18 | Taiwan Corporate Governance Association | Functions and assignments of corporate governance personnel under the blueprint of corporategovernance |
3 |
| 2020/3/17 | 2020/3/17 | Taiwan Corporate Governance Association | Review the battle for management ownership from the perspective of corporategovernance |
3 | ||
| 2020/3/18 | 2020/3/18 | Securities & Futures Institute | Employee Remuneration Strategyand Utilization of Tools | 3 | ||
| 2020/10/16 | 2020/10/16 | Taiwan Stock Exchange | 2020 Advocacy to Directors and Supervisors for Corporate Governance and Business Ethics |
3 | ||
| 2020/11/12 | 2020/11/12 | Taiwan Corporate Governance Association | Analysis, Decision-Making and Utilization of Corporate Financial Information |
3 | ||
| Board Functions and Effectiveness Reviews | 3 |
53
-
(IV) If the Company has established the remuneration committee, its composition, responsibilities and operations shall be disclosed:
-
Information for Members of Remuneration Committee:
| Position (Note 1) |
Criteria Full name |
Have at Least Five Years Work Experience and Meet the Following Professional Qualification |
Have at Least Five Years Work Experience and Meet the Following Professional Qualification |
Have at Least Five Years Work Experience and Meet the Following Professional Qualification |
Independence C | Independence C | riteria (Note 2) | riteria (Note 2) | Number of Other Public Companies in Which the Individual is Concurrently Serving as an Remuneration Committee Member |
Remark |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| An Instructor or Higher Position in a Department of Commerce, Law, Finance, Accounting, or Other Academic Department Needed by the Business of the Company in a Public or Private Junior College, College or University |
A Judge, Public Prosecutor, Attorney, CPA, or Other Professional or Technical Specialist Who Has Passed a National Examination and Been Awarded a Certificate in a Profession Needed for the Business of the Company |
Have Work Experience in the Areas of Commerce, Law, Finance, or Accounting, or Otherwise Needed for the Business of the Company |
1 |
2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||||
| Other- Convener of Remuneratio n Committee |
Chou,Po-Chiao |
V | V | V | V | V | V | V | V | V | V | V | V | 1 | None | |
| Other- Member of Remuneratio n Committee |
Chen,Tsung-Ming | V | V | V | V | V | V | V | V | V | V | V | 0 | None | ||
| Other- Member of Remuneratio n Committee |
Lai,Ling-Ming | V | V | V | V | V | V | V | V | V | V | V | V | 0 | None |
- Note 1: For type of identity, please fill in the director, independent director or other.
Note 2: Please tick “” on the following blank space of the corresponding criteria that apply to the members during the two years prior to being elected or 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 (however, it is not applicable in cases where the person concurrently served as an independent director of the Company, its parent company, subsidiaries of the same parent company, which is established according to the Regulations or the local laws of the country).
-
(3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in holdings.
-
(4) Not a spouse, relative within the second degree of kinship or lineal relative within the third degree of kinship, of any of the above persons listed in Subparagraph (2) and (3) or of the manager listed in (1).
-
(5) Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the Company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act (however, it is not applicable in cases where the person concurrently served as an independent director of the Company, its parent company, subsidiaries of the same parent company, which is established according to the Regulations or the local laws of the country).
-
(6) Not if a majority of the Company’s director seats or voting shares and those of any other company are controlled by the same person: a director, supervisor, or employee of that other company (however, it is not applicable in cases where the person concurrently served as an independent director of the Company, or its parent company, subsidiaries of the same parent company, which is established according to the Regulations or the local laws of the country).
-
(7) Not if the Chairman, general manager, or person holding an equivalent position of the Company and a person in any of those positions at another company are the same person or are spouses: a director, supervisor, or employee of that other company (however, it is not applicable in cases where the person concurrently served as an independent director of the Company, its parent company, subsidiaries of the same parent company, which is established according to the Regulations or the local laws of the country).
-
(8) Not a director, supervisor, manager, or shareholder holding 5% or more of the shares, of a specified company or institution which has a financial or business relationship with the Company (however, it is not applicable in cases that if the specified company or institution holds 20 percent or more and no more than 50 percent of the total number of issued shares of the Company and where the person concurrently served as an independent director of the Company, its parent company, subsidiaries of the same parent company, which is established according to the Regulations or the local laws of the country).
-
(9) Not a professional individual who, or an owner, partner, director, supervisor, or officer and their spouse of a sole proprietorship, partnership, company, or institution that, provides auditing services to the Company or any affiliate of the Company, or that provides commercial, legal, financial, accounting or related services to the Company or any affiliate of the Company for which the provider in the past 2 years has received cumulative compensation not exceeding NTD 500,000. However, this restriction does not apply to a member of the Remuneration Committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Securities and Exchange Act or to the Business Mergers and Acquisitions Act or related laws or regulations.
-
(10) Not having one of the circumstances stated in Article 30 of the Company Act.
54
2. Responsibilities of Remuneration Committee
-
I. It shall be based on the care of a prudent administrator to faithfully fulfill the following duties, and shall submit its suggestions to the board of director for discussion:
-
(I) Regularly review the "Remuneration Committee Charter" and provide the recommendation of the amendment.
-
(II) Establish and regularly review the annual and long-term performance goals of the Company’s directors and managers, as well as the policies, systems, standards and structure of the remuneration.
-
(III) Regularly evaluate the achievement status for the performance goals of the Company’s directors and managers, and set up its individual contents and amounts of the remuneration.
-
II. While fulfilling the duties stated in the preceding paragraph, the following principles shall be followed:
-
(I) Ensure the arrangement of the Company’s remuneration complies with the relevant laws and it is sufficient to attract the excellent talents.
-
(II) The performance assessment and remuneration of the directors and managers shall refer to the normal standards of remuneration in the same industry, and consider the person's time involved, duties taken, achievement of personal goal, expression of other positions taken, the same positions' remuneration paid by the Company in the recent years, as well as the achievement of the Company’s short-term and long-term goals and financial conditions etc., to evaluate the correlative reasonableness for the personal expression, the Company’s business performance and future risks.
-
(III) The Committee shall not lead the directors and managers to pursue the remuneration by engaging the acts which have the risks that the Company is unable to bear.
-
(IV) The ratio of bonus for the short-term performance of the directors and senior managers and the time to pay for partial variable remuneration shall be determined upon the characteristics of the industry and the nature of the Company’s business.
-
(V) The committee members shall not be involved in the discussing and voting the determination of their personal remuneration.
-
III. The remuneration stated in the preceding two paragraphs includes cash remuneration, stock options, profit sharing and stock ownership, retirement benefits or severance pay, variance allowances and other substantive incentive measures; its scope shall be consistent with the regulations for the remunerations of the directors and managers stipulated in Regulations Governing Information to be Published in Annual Reports of Public Companies.
-
IV. If the decision-making and handling of the remuneration for the directors and managers of the Company’s subsidiaries are delegated to the subsidiary but required the ratification of the Company’s board, theRemuneration Committeeshall be asked to provide the suggestion first, and then submit to the board for discussion.
55
-
Operation of the Remuneration Committee
-
(1) There are 3 members in the Company’s Remuneration Committee.
-
(2) Tenure of members currently in service: from June 25, 2018 to June 14, 2021. The Remuneration Committee convened three meetings (A) in 2020. The qualifications and attendance records of the members are as follows:
| Title Full name Attendance in Person (B) By Proxy Attendance Rate (%) (B/A) (Note) Remark Convener Chou,Po- Chiao 3 0 100% Member Chen,Tsung- Ming 3 0 100% Member Lai,Ling- Ming 1 0 100%Newly appointed on June19,2020 Member Kuang- SungFan 2 0 100%Resigned on April 1, 2020 Other mentionable items: I. If the board of director declines to adopt or modifies the suggestions of the Remuneration Committee, it should specify the date of the board, session, contents of motion, resolution of the board of director, and actions taken by the Company for the Remuneration Committee’s opinions (e.g. the remuneration passed by the Board of Director is better than the suggestions of the Remuneration Committee, the circumstances and causes for the difference shall be specified): No such circumstance in the year. II. If any resolution of the Remuneration Committee was objected by or subject to a qualified opinion from any member with record or written statement, the date of the meeting of the Remuneration Committee, session, contents of motion, all members’ opinions and actions taken for the members’ opinions shall be specified: No such circumstance in the year. III. The Company’s board of directors passed the establishment of the "Remuneration Committee Charter" on December 13, 2011 and passed the Company’s 4th term of the "employment of the members of the Remuneration Committee" on June 25, 2018. IV. The content of the Charter has been put on the Company’s website and the Market Observation Post System for reference. The Company’s website is https://www.clevo.com.tw/group_company.asp?id=50&lang=tw |
Full name | Attendance in Person (B) |
By Proxy | Attendance Rate (%) (B/A) (Note) |
Remark |
|---|---|---|---|---|---|
| Chou,Po- Chiao |
3 | 0 | 100% | ||
| Chen,Tsung- Ming |
3 | 0 | 100% | ||
| Lai,Ling- Ming |
1 | 0 | 100% | Newly appointed on June19,2020 |
|
| Kuang- SungFan |
2 | 0 | 100% | Resigned on April 1, 2020 |
-
Note:
-
(1) If a member of the Remuneration Committee resigns before the end of year, the date of resignation shall be noted in the column of remark. The ratio of the attendance in person (%) shall be counted by the number of the meeting of the Remuneration Committee in the period of service and such member's actual number of attendance in person.
-
(2) If the Remuneration Committee is re-elected before the end of year, both new and old members of the Remuneration Committee shall be filled in, and the information that such member is an old or a new member as well as the date of re-election shall be noted in the column of remark. The ratio of the attendance in person (%) shall be counted by the number of the meeting of the Remuneration Committee in the period of service and such member's actual number of attendance in person.
Summary Table of the Meetings Record for the Remuneration Committee:
| Number of Meetings |
Number of Meetings This Term |
Date of Notification |
Date of Meeting |
Explanation of Subject | Chou,Po- Chiao |
Chen,Tsung- Ming |
Kuang- Sung Fan |
Resolution results | The company's process on the remuneration committee |
Attendance Without Voting Rights |
|---|---|---|---|---|---|---|---|---|---|---|
| 1 | 5 | 2019.12.31 | 2020.01.14. | Review of year-end bonuses to managers for 2019 |
V | V | V | It was passed by all the members of the Audit Committee. |
Submitted to the board Approved by all attending directors |
Yu,Tien-Jung Lan,Bo-Yu |
| 2 | 6 | 2020.03.23 | 2020.03.31 | Review the Company’s appropriated amount for the remuneration of the directors and supervisors as well as compensation of the employees for theyear of 2019. |
V |
V | V | It was passed by all the members of the Audit Committee. |
Submitted to the board Approved by all attending directors |
Yu,Tien-Jung Lan,Bo-Yu |
56
| Number of Meetings |
Number of Meetings This Term |
Date of Notification |
Date of Meeting |
Explanation of Subject | Chou,Po- Chiao |
Chen,Tsung- Ming |
Lai,Ling- Ming |
Resolution results | The company's process on the remuneration committee |
Attendance Without Voting Rights |
|---|---|---|---|---|---|---|---|---|---|---|
| 3 | 7 | 2020.05.22 | 2020.06.19 | 1. Review of remuneration to directors for 2019 2. Review of remuneration to the independent director Chou,Po-Chiao for 2019 3. Review of remuneration to the independent director Chen,Tsung-Ming for 2019 4. Review of remuneration to managers and employees for 2019 |
V |
V | V | It was passed by all the members of the Audit Committee. |
It was passed by all the directors present. |
Lan,Bo-Yu |
| 4 | 8 | 2021.01.07. | 2021.01.26. | Review of year-end bonuses to managers for 2020 |
V | V | V | It was passed by all the members of the Audit Committee. |
It was passed by all the directors present. |
Lan,Bo-Yu |
| 5 | 9 | 2021.03.18 | 2021.03.26 | 1. Amendment of the Company’s Remuneration Committee Charter 2. Review of the amount of remunerations to directors and employees for 2020 |
V |
V | V | It was passed by all the members of the Audit Committee. |
It was passed by all the directors present. |
Lan,Bo-Yu |
57
(V) Fulfillment Status of the Social Responsibilities and the difference from the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and reasons
Listed Companies and reasons |
||||||
|---|---|---|---|---|---|---|
| Evaluation Item | Implementation Status(Note 1) | The difference from the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and reasons |
||||
| Yes | No | Abstract Illustration (Note 2) | ||||
| I. Does the Company comply with the materiality principle and conduct the related risk assessment on major issues about environment, society and corporate governance related to the Company’s operations, and adopt the related risk management policies or strategies? (Note 3) |
V |
On the basis of the materiality principles of corporate social responsibility, the Company refers to the internationally accepted reporting guidelines and conducts analysis of major issues on a annual basis. Through research reports, literature review, and communication with internal and external stakeholders, the Company stipulates discussion content of all issues and priorities, performs risk assessment and proposes strategic suggestions and annual work plans accordingly. The Company also stipulates relevant risk management policies or strategies according to the assessed risks and discloses in its corporate social responsibilityhe major issues as follows: |
No deviation. |
|||
| Major issues | Risk assessment | Risk managementpolicyor strategy | ||||
| Corporate governance |
Corporate governance | We have stayed true to the principles of corporate governance to ensure the effective operation of the Board of Directors and protect the rights and interests of stakeholders, with a high standard of corporate governance policy, professional background and gender equality policyof director election. |
||||
| Ethical corporate management and legal compliance |
‧Anti-corruption ‧Anti-competitive practices ‧Socioeconomic compliance |
We have stayed true to the highest ethical standard for our business operations and we have stipulated regulations for ethical corporate management and requested new employees to sign relevant documents in order to ensure that all of our business practices comply with the relevant legal requirements. We adopt a zero- tolerance policy for any misconduct that violates business ethics. With the regular reminders and internal propaganda by the auditing unit, we are committed to reinforcing our employees' concept of ethical management and legal compliance,toprevent misconduct. |
58
| Evaluation Item | Implementation Status(Note 1) | Implementation Status(Note 1) | The difference from the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and reasons |
|||
|---|---|---|---|---|---|---|
| Yes | No | Abstract Illustration (Note 2) | ||||
| Legal compliance regarding environmental protection regulations |
We proactively stipulate environmental management policies and setting goals and indicators for the management, to be used as a standard of practices for environmental management system and operation. The management policy is stipulated by the general manager and the importance of environmental management is promoted to employees through different channels. Our employees are required to implement the management policy into daily business operations and constantly review and improve the environmental management system to facilitate their performance and practices, to continuously fulfill the objective of environmentally friendly. The environmental management policy includes: ‧Follow the relevant laws and regulations on environmental protection laws and regulations to be a company with zero rule breaching ‧Take preventive measures for pollution prevention to reduce the impact on the environment. ‧Continuously improve the environmental management program and fulfill the responsibility of earth protection. ‧Proactively sort and recycle waste generated by the operations of the Company. ‧Establish communication and propaganda channels for the environmental management system and keep external communication on a frequent basis. Note: No violation of environmentalprotection regulations in 2020. |
|||||
| Product safety | Customers’ health and safety |
To achieve the production processes with product safety and environmentally friendly, the specifications of ISO system are adopted in the design stage. It is deemed as an important objective to be in accordance with international specifications and standard requirements, so that our products can maintain their functionalities competitiveness on the market. To effectively comply with regulations, our procurement and sales departments work with suppliers to evaluate relevant laws and regulations domestic and overseas and |
59
| Evaluation Item | Implementation Status(Note 1) | Implementation Status(Note 1) | The difference from the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and reasons |
|||
|---|---|---|---|---|---|---|
| Yes | No | Abstract Illustration (Note 2) | ||||
| proactively follow relevanet laws and regulations. | ||||||
| Economic performance |
Economic performance | The Company establishes operational targets each year for the next five years and amends these targets year-over-year according to the global economic growth. This facilitates the strategic planning and action plans for the future in order to achieve gradual and stable growth. By regularly convening operational management meetings and quarterly meetings by the Audit Committee and the Board of Directors at the headquarters, quarterly operational status and market changes are reviewed and adjusted, in order to mitigate risks and achieve annual targets. |
||||
| Market image | Customer’s privacy | ‧ Stipulate the "customer services management" and "control procedures for unqualified products" procedures as well as the handling methods and procedures for customer complaints to serve customers with a standardized service mode. ‧ Integrate the customer service offices, Customer Quality Service (CQS), R&D and sales departments to formulate a common approach in order to respond to consumers’ needs with comprehensive services. ‧ Create a positive market image in order to enhance customer loyalty and satisfaction and boost operating performance and competitiveness. Note: There was no infringement of customers’ privacy or loss of customers’ data in 2020. |
||||
| Occupational safety and health |
Occupational safety and health |
A safe and healthy working environment empowers the employees to demonstrate a high-efficiency and high-quality work performance as well as ensure their safety and health at the workplace. The emphasis on environmental safety and health is ingrained in the Company’s corporate culture. We aim for zero occupational |
60
| Evaluation Item | Implementation Status(Note 1) | Implementation Status(Note 1) | The difference from the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and reasons |
|||
|---|---|---|---|---|---|---|
| Yes | No | Abstract Illustration (Note 2) | ||||
| accidents. With regular audits on environmental safety and health and assessment by the Safety and Health Committee, we continue to improve, review and enhance the management performance of environmental safety and health, provide a comfortable workplace and rectifyanyunsafe environment. |
||||||
| Labor Relations | ‧Labor Relations ‧Labor/management relations: |
The Company is people-centric and employees are important partners to us. We believe that a positive and active workplace culture is only possible with happy and healthy employees, and this enhances work efficiencyand retain suitable talents. |
||||
| II. Does the Company set up the exclusively (concurrently) dedicated department to drive its corporate social responsibilities, and the board of directors delegate the senior management level for handling, as well as report to the board of directors its implementation status? |
V |
The Company has created a CSR working group in 2016 and the general manager has served as the convener who is responsible for the stipulation of corporate social responsibility strategies and policies, system establishment and the design of relevant management policies. The working group led its teams and all departments of the Company to implement the policies in the Clevo’s operation processes and it is a dedicated unit for the sustainable development and management of Clevo Co. The Board of Directors also authorizes the high management to handle related matters and they regularly report the implementation status to the Board of Directors every year. The CSR working group includes 5 groups based on the work domains, including the corporate governance , employee care, social care, product and environment, customer care group; the members and supervisor of each group are selected from relevant units and suitable employees of the Company. The CSR working group conducts regular meetings, plans and coordinates the management, and discusses with each group for the implementation methods and goals of CSR-related projects in the future. In addition, the team is responsible for preparing the annual CSR report and matters regarding publishing. (1) Corporate Governance Team: Take charge of the Company’s operation governance and finance related matters, including corporate governance, ethical management and compliance with laws etc. (2)Employee Care Team: Take charge of the employees' rights/benefits, education/training and compliance with labor laws. (3) Social Caring Team: Take charge of the corporate images, community participation and dealing with appeal. (4) Product Environment Team: Take charge of product lash, research/develop the green products and plan the policies and activities relating to environmental management for Clevo Co. (5)Customer Caring Team: Take charge of product responsibilities, maintaining the customer relationship and protecting the consumers' rights/benefits. |
No deviation. |
|||
| III. Environmental issues (I) Does the Companyestablish the suitable |
V | (I) The Company’s mainproduction and manufacturingfactoryis the Kunshan factory. Therefore,the relevant |
No deviation. |
61
| Evaluation Item | Implementation Status(Note 1) | Implementation Status(Note 1) | Implementation Status(Note 1) | The difference from the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration (Note 2) | ||
| environmental management systems upon its industrial characteristics? (II) Does the Company endeavor to utilize all resources more efficiently, and use the renewable materials that have less impact on the environment? (III) Does the Company assess the potential risk and opportunity posed by climate changes to the enterprise, now and in the future, and take responsive measures related to climate issues. (IV) Does the Company measure the annual greenhouse gas emissions, water consumption and gross weight of waste for the past two years, and stipulate policies for energy conservation and carbon reduction, greenhousegas |
V V V |
management systems and standards only created in the Kunshan factory and it had obtained the new version of certification ISO14001: 2015 environmental management system on April 16, 2020 and the certification is valid until April 7, 2023. (II) Every year, the Company continues to invest funds and resources for various operations such as implementation of water resources management, energy saving and carbon reduction, waste disposal and treatment , treatment of waste gas emissions and remedial measures, pollution prevention, and environmental management. The total invested amount in 2019 is NTD 1,649,265. The Company is also in accordance with the trend of environmentally friendly products and relevant environmental protection directives by the European Union such as WEEE (Waste Electrical and Electronic Equipment) Directives and Restriction of Hazardous Substances (RoHS) Directive, to develop environmentally friendly green electronic products in response to the changes in the consumer electronics market worldwide as well as consumers’ focus on manufacturers’ environmental protection subject. (III) In accordance with the relevant laws and regulations regarding energy and greenhouse gases announced by other countries, Clevo actively faces the risks and opportunities brought by climate change and takes the initiative to stipulate the "Operational Procedures for Energy and Resources Management" with a reference of specifications of other organizations. It is used as the operational requirements for the use of energy and resources as well as guidelines for energy-saving and carbon-reduction practices which is also implemented in the environmental management system to monitor and improve the use of energy and resources on a regular basis, to reduce the environmental impact. It will be able to help us verify the environmentally friendly measures on the earth every year through the long-term recorded data and information disclosures, to verify whether we have gradually achieved the preset goals. The Company has adopted the program to reduce the consumption of natural resources, including improvement of energy efficiency for products, green supply chain management, management of raw materials and waste, reduction of product packaging and recycling, reduction of CO2 concentration in the operating headquarters, and enhancement of energy efficiency. (IV) The Company has formulated the Operational Procedures for Energy and Resources Management, tracks its greenhouse gas emissions each year and targets for sustainability by reducing 10% carbon emissions over a 10-year period. Energy efficiency measures are put in place at production sites and the headquarters. Details of energy savings, greenhouse gas reductions and emissions, water consumption and waste weights are disclosed in corporate social responsibility reports and on the website. |
62
| Evaluation Item | Implementation Status(Note 1) | Implementation Status(Note 1) | Implementation Status(Note 1) | The difference from the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration (Note 2) | ||
| reduction, reduction of water consumption or management of other waste? |
||||
| IV. Social issues (I) Does the Company establish the relevant management policies and procedures according to relevant regulations and International Bill of Human Rights? (II) Does the Company stipulate and implement reasonable employee benefit policy (including remuneration, vacation and other benefits, etc.), and adequately reflects the operating performance or results to the remuneration to employees ? |
V V |
(I) The Company is in compliance with internationally recognized human rights standards such as the “Universal Declaration of Human Rights," “The United Nations Global Compact” and “International Labor Organization." The Company has stipulated and implemented its human rights policies and the implementation principles include providing a safe and healthy working environment, eliminating illegalness and discrimination to ensure equal work opportunities, prohibiting forced labor, prohibiting child labor, assisting employees to maintain physical and mental health as well as work-life balance, reviewing and evaluating related systems and practices on a regular basis. (II) The Company proposes the standard and concept for talent recruitment and appointment based on the requirements of government regulations and policies, which is "kindred spirits, suitable talents at suitable workplaces." The recruitment of new employees is not based on the factors such as gender or religion, and we aim to provide a fair and open way for employee recruitment. The Company has been actively planning various welfare programs for employees over the past many years, to create a fun life other than work, improve quality of life, enable employees to achieve a work-life balance, and facilitate the interaction between employees amongst various departments to make the culture of the working environment better and comprehensive. We also enhance good teamwork spirit and employee loyalty, to improve the work efficiency of our employees. Please refer to P121-122 of the annual report for our welfare measures and subsidies. The employee’s assessment and promotion methods are based on the Company’s performance assessment, and all employees will cooperate with the Company’s performance assessment schedule and conduct regular performance assessment. According to the practical operating status in the year, the evaluation items in the annual KPI and work plan form will be flexibly adjusted. The assessment result will be taken into consideration for the employee's future promotion and salary adjustment. To emphasize two-way communication, we encourage managers and colleagues to discuss face-to-face and formulate tangible action plans for the performance results and task priorities of employees. This is to enhance the competitiveness of each colleague. The following are the average salary adjustment for employees in 2019: |
No deviation. |
63
| Evaluation Item | Implementation Status(Note 1) | Implementation Status(Note 1) | The difference from the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and reasons |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Yes | No | Abstract Illustration (Note 2) | ||||||||
| (III) Does the Company provide the employees a safe and healthy working environment, and arrange the regular training relating to safety and health? (IV) Does the Company establish the effective training programs of the career capability development for its employees? |
V V |
(III) (IV) |
||||||||
| Salary adjustment |
Remark | employees Salary adjustment for non- managerial |
Remark | Salary adjustment of managerial employees |
Remark | |||||
| 0% ~ 6.0% | None | 0% ~ 8.0% | The salary performance, and the promoted employees will be given a salary adjustment for promotion. |
0 ~ 5.0% | The salary adjustment will be given based on the performance of managerial officers , and their bonuses are based on the Company's overall business operations and individual performance . |
64
| Evaluation Item | Implementation Status(Note 1) | Implementation Status(Note 1) | Implementation Status(Note 1) | The difference from the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration (Note 2) | ||
| (V) Does the Company comply with relevant regulations and international standards to stipulate relevant consumer protection policies and complaint procedures in regard to the products and services for customer’s health and safety , customer’s privacy, marketing and labeling? (VI) Has the Company formulated a suppliers management policy and asked suppliers to abide by relevant regulations in environmental protection, occupational safety & health and labor rights and provide details of implementation? |
V |
(V) For the marketing and labeling of the products and services, the Company complies with the relevant regulations and international standards. A dedicated after-sales service department is also established to provide customer services. There are standard procedures in product repair and maintenance in order to strengthen customer relations and satisfy the customers' needs. The Company comprehensively implements and complies with the regulations for the protection of the consumers' rights/interests, and satisfaction of the customers is one of the Company’s important strategies. (VI) The Company has stipulated the "GP operation management procedures" for suppliers, which standardizes the procurement procedures for raw materials and parts. We also request our suppliers and outsourced vendors to sign "hazardous substance guarantee form" and "environment protection declaration," and attach the chemical substance analysis report by a qualified laboratory or third-party notary agency, to ensure that their provided parts and components meet the Company’s current environmental requirements. In addition, we also conduct green factory assessment for our suppliers/outsourced vendors to verify whether the suppliers have obtained (or expected to obtain) the ISO14001 environmental management system certification and understand their implementation and management status. |
||
| V. Does the Company refer to the standards or guidelines for preparation of international reports and prepare a corporate social responsibility report that discloses the non- financial related information of the Company? Did the preceding report obtain the verification or assurance opinion from a third- partynotaryagency? |
V |
The Company prepares corporate social responsibility reports according to the internally accepted GRI (Global Reporting Initiative) Standards and commissions Ernst & Young as an independent and credible third-party verification provider to provide limited assurance based on No. 1, Standard on Assurance Engagements of the Republic of China (Taiwan) regarding assurance engagements of non-historical financial information reviews or inspections. This is published at the Company’s website at https://www.clevo.com.tw. |
No deviation. | |
| VI.If the Company has established its own corporate social responsibility principles according to the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies, please describe the difference in its own principles and functioning. The Company has established the "Corporate Social Responsibilities Best Practice Principles" and the board of directors passed it on March 27, 2015. According to the relevant regulations of its principles, all chiefs of departments and colleagues are actively complying with these principles to drive corporate governance, develop the sustainable environment and safeguard the society's public welfare. There is no deviation from its principles established. |
65
| Evaluation Item | Evaluation Item | Implementation Status(Note 1) | Implementation Status(Note 1) | Implementation Status(Note 1) | The difference from the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and reasons |
||
|---|---|---|---|---|---|---|---|
| Yes | No | Abstract Illustration (Note 2) | |||||
| VII. Other i 1. |
mportant information to facilitate a better understanding of its corporate social responsibilities practices: Material Natural Disasters and Other Donations: |
Amount Put In (Unit: NTD) 49,500 150,000 3,000,000 100,000 20,000 10,000 1,000,000 391,500 38,610 100,000 10,000 10,000 20,000 30,507 2,000,000 15,514 38,610 100,000 $10,000 |
|||||
| Year | Note | Amount Put In (Unit: NTD) |
|||||
| 2018 | Sanchong District Office, New Taipei City | 49,500 | |||||
| Fire Department, New Taipei City Government | 150,000 | ||||||
| Hualien Social Assistance Account | 3,000,000 | ||||||
| Management Institute in Taipei | 100,000 | ||||||
| Jia-yi Charitable Group in Chiayi City | 20,000 | ||||||
| Genesis Social Welfare Foundation | 10,000 | ||||||
| Decorated and Designed the Daxian Library, NCCU | 1,000,000 | ||||||
| Liver Disease & Treatment Research Foundation | 391,500 | ||||||
| 2019 | Public Welfare Activities in 2019 - Warmth in the Winter, Care for the Underprivileged (Sanchong District Office) | 38,610 | |||||
| Sponsored the Modern HuaTuo Charity Seminar in 2019 | 100,000 | ||||||
| The 29th meal for the underprivileged - A year end dinner for solitary elderly, underprivileged, and underprivileged single mother |
10,000 | ||||||
| The Society of Wilderness | 10,000 | ||||||
| Jia-yi Charitable Group in Chiayi City | 20,000 | ||||||
| The home waiting babies association - employees parent-child family day -pick vegetables and fruits to donate to underprivilegedgroups |
30,507 | ||||||
| Social Welfare and Public Welfare Trust, Clevo Co. | 2,000,000 | ||||||
| New Taipei City Autism Service Association (employee's voluntary donation and it will not be listed in the accounting books) | 15,514 | ||||||
| Public Welfare Activities in 2019 - Warmth in the Winter, Care for the Underprivileged (Sanchong District Office) | 38,610 | ||||||
| Sponsored the Modern HuaTuo Charity Seminar in 2019 | 100,000 | ||||||
| 2020 | The 29th meal for the underprivileged - A year end dinner for solitary elderly, underprivileged, and underprivileged single mother |
$10,000 |
66
| Evaluation Item | Evaluation Item | Implementation Status(Note 1) | Implementation Status(Note 1) | Implementation Status(Note 1) | The difference from the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and reasons |
||
|---|---|---|---|---|---|---|---|
| Yes | No | Abstract Illustration (Note 2) | |||||
| Jia-yi Charitable Group in Chiayi City $20,000 Group purchasing with charities - Taiwan Foundation for the Blind and Syin-Lu Social Welfare Foundation $32,845 New Taipei City Association of Visual Impaired (Daan Sheltered Farm Of New Taipei City) (donations from employees, not recognized on theCompany’s account) $12,630 Events for students and art & cultural development - sponsorship to the ocean documentary in Taiwan (Whale Island) $60,000 Social Welfare and Public Welfare Trust, Clevo Co. $2,000,000 Fire Department, New Taipei City Government - donation of fire alarms $150,000 Development Center for the Spinal Cord Injured - donation of preowned books $1,500 Total $9,371,216 2. Upon the spirit of putting itself in other's position, the Company cooperated with the Land Bank of Taiwan to sign a Public Welfare Trust Account of NTD 10 million on December 12, 2018. Starting in 2019, the amount of NTD 2 million will be dedicated to various public welfare activities every year. 3. Society Co-Prosperity (1) Clevo Building Ubike Operation Station: 2020 statistics - 59,282 in the number of uses to reduce carbon emissions by 4,707 kg/CO2, equivalent to the planting of 6,587 trees (2) Blood Donation: Join Clevo to give blood - Taipei Blood Donation Center invited Clevo for the second time, to participate in a blood donation event in 2020.A total of 137 people joined and donated a total of 49,250ml of blood in 197 bags of blood. (3) Love Earth By Using Eco-Friendly Cutlery: Since December 2017, every employee has received environmentally-friendly cutlery sets and 333 sports mugs. All new hires in 2020 have received the environmentally-friendly cutlery sets and 333 sports mugs when they came onboard. (4) Recycling Rubbish: In response to the government's spirit for classifying rubbish, the Clevo usually uses the slogans and bulletins to remind the colleagues to classify the rubbish. Every floor of Taipei headquarters sets up the dedicated area for recycling the resources. The Buddhist Compassion Relief Tzu Chi Foundation will bi-weekly collect the papers, plastics containers, waste batteries and packaging materials for recycling in order to reduce the rubbish. And the Tzu Chi will transform the recycled rubbish into resources. The Clevo's income from selling the recycled resources will be fully donated to the Tzu Chi for the purpose of charitable public welfare. 4. 2020 Highlight Projects and Performances: (1) The original validity period of the "automated external defibrillator (AED) safety site certification" had expired in November 2019. We apply and obtain the "automated external defibrillator (AED) safety site certification" again in order to provide a safe and secure working environment for our employees, enhance the corporate reputation, create friendly neighborhoods, and fulfill its corporate social responsibilities. (2) Working with government agencies: we cooperate with the Sanchong District Office so that they integrate resources and we provide necessary assistance. In 2020, we visited the seniors in Sanchong District, donated winter duvets and fire alarms, helped to clean and tidy up their homes and advocated the importance of home safety. We also participated in the summer camp activity - Big Hands Holding Small Hands and helped the disadvantaged children (with new immigrant parents). We shared how to prevent COVID-19 and disasters with gameplaying. |
Jia-yi Charitable Group in Chiayi City | $20,000 | |||||
| Group purchasing with charities - Taiwan Foundation for the Blind and Syin-Lu Social Welfare Foundation | $32,845 | ||||||
| New Taipei City Association of Visual Impaired (Daan Sheltered Farm Of New Taipei City) (donations from employees, not recognized on theCompany’s account) |
$12,630 | ||||||
| Events for students and art & cultural development - sponsorship to the ocean documentary in Taiwan (Whale Island) | $60,000 | ||||||
| Social Welfare and Public Welfare Trust, Clevo Co. | $2,000,000 | ||||||
| Fire Department, New Taipei City Government - donation of fire alarms | $150,000 | ||||||
| Development Center for the Spinal Cord Injured - donation of preowned books | $1,500 | ||||||
| Total | $9,371,216 |
67
| Evaluation Item | Implementation Status(Note 1) | Implementation Status(Note 1) | Implementation Status(Note 1) | The difference from the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration (Note 2) | ||
| (3) Support for local small farmers: Starting in November 2019, we have been using fresh milk from a single farm, and small farmers without artificially blending and based on fair trade for our coffee machines. The average monthly cost was about 45,000 dollars in 2020. We hope to support and help on the long-term basis the development of local farmers in Taiwan. (4) In 2020, Social Welfare and Public Welfare Trust, Clevo Co. subsidized a total of NT$2.16 million to 36 senior citizens and 36 mentally/physically disabled people on low-and-mid- incomes in Yunlin County. We also raised N$T$70,026 from donations by employees to purchase and donate mobility aids and adult diapers to Social Affairs Department of Yunlin County Government for less fortunate families. (5) Inviting employees to adopt the Clevo piggy bank. In addition to cultivating a good saving habit, it also advocates to help others. The small coins of big love is our campaign inhouse by collecting donated change. A total of NT$12,630 were raised by the end-year. Clevo donated the entire amount to New Taipei City Association of Visual Impaired (Daan Sheltered Farm Of New Taipei City), to provide the resources required by the visually impaired. The aforesaid affairs and results relatingto the corporate social responsibilities will be disclosed on the Company’s website regularlyas well as on the corporate social responsibilityreport. |
-
Note 1: If the operation status is checked with "Yes," please explain the adopted important policy, strategy, measure and implementation status; if the operation status is checked with "No," please explain the reason and the adopted relevant policy, strategy and measure for the future.
-
Note 2: If the Company has prepared a corporate social responsibility report, it can indicate the way of reviewing the corporate social responsibility report in the operation status and the index pages.
-
Note 3: The principle of major issues refers to the subjects regarding environmental, social and corporate governance issues that have a significant impact on the Company’s investors and other interested parties.
68
(VI) The difference from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and reasons:
| Evaluation Criteria | Implementation Status | Implementation Status | Implementation Status | Difference from Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies andreasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| I. Develop the Policies and Programs for Ethical Corporate Management (I) Has the Company stipulated the ethical corporate management policy approved by the Board of Directors and expressed the policies and practices for ethical corporate management in its regulations and external documents, as well as the commitment of the Board of Directors and high management to actively implement ethical corporate management? (II) Does the company create an assessment mechanism for the risk of misconduct, regularly analyze and assess business activities with high risks of misconduct, and stipulate a plan to prevent misconduct which includes all of the preventive measures stipulated in the second paragraph of Article 7 of the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies”? (III) Has the Company stipulated a plan to prevent misconduct, and specify operating procedures, behavioral guidelines, disciplinary and grievance systems for violationsineachprogram, and put them |
V V V |
(I) In order to align the Company's directors and managers with ethical standards, and to make the Company's stakeholders more aware of its ethical standards, the Company has formulated the Codes of Ethical Conduct, Ethical Corporate Management Best Practice Principles, and the Procedures for Ethical Management and Guidelines for Conduct. According to the systems for director’s avoidance of conflict of interest set out in the Procedural Rules of the Board of Directors Meetings, for matters that are of interest to a director or the legal person he/she represents, and that are harmful to the interests of the Company, the director shall not participate in the discussions for and voting on those matters. (II) The Board of Directors of the Company had passed the "Ethical Corporate Management Best Practice Principles" in 2015 and Article 7 of the principles clearly define that “the Company should create an assessment mechanism for the risk of misconduct, regularly analyze and assess business activities with high risks of misconduct, stipulate a prevention program, and regularly review the appropriateness and effectiveness of the prevention program ” according to the requirements of the competent authority. And prevent misconduct based on the Company’s “Procedures for Ethical Management and Guidelines for Conduct." The operating procedures and guidelines for conduct have included all of the preventive measures stipulated in the second paragraph of Article 7 of the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies." (III) The precautionary measures against offering and accepting bribes, and providing illegal political donations have stipulated in the Company’s Procedures for Ethical Management and Guidelines for Conduct. The Company’s administrative management center, in addition to amending the Proceduresfor EthicalManagementand GuidelinesforConduct,is put in |
No deviation. |
69
| Evaluation Criteria | Implementation Status | Implementation Status | Implementation Status | Difference from Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies andreasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| in place? And regularly review and revise the preceding plan? |
charge of supervising the implementation thereof. | |||
| II.Implementation of Ethical Corporate Management (I) Has the Company assessed the track records of business ethics of counterparties and incorporated code of conduct in the contracts with counterparties? (II) Has the Company set up a dedicated unit under the Board of Directors that promotes ethical corporate management and reports its ethical corporate management policy and plan for the prevention of misconduct as well as the implementation status to the Board of Directors on a regular basis (at least once a year)? (III) Has the Company developed a policy to prevent conflicts of interest, provided a proper presentation channel, and put such policy in place? |
V V V |
(I) In addition to complying with the Company’s Procedures for Ethical Management and Guidelines for Conduct, when entering into a commercial contract with other parties, in addition to fully understanding their status about ethical corporate management, the contract shall be performed in good faith; Before signing a contract, ethical corporate management will be included in the terms of the contract if the Company deems it necessary subject to amendments thereto in light of the type of the contract. (II) The Company’s administrative management center is the dedicated unit for ethical corporate management and working with the audit office to develop relevant regulations. President serves as the convener for the formulation, amendment, implementation, interpretation and consultation of the Procedures for Ethical Management and Guidelines for Conduct, as well as the operation and monitoring of registered contents reporting and filing. The responsible unit reports to the Board of Directors each year about the implementation progress. Appropriate channels for statements are provided to avoid conflict of interest. Meanwhile, the Board of Directors has approved on March 26, 2021 the formulation of the Company’s Ethical Corporate Management Best Practice and Procedures for Ethical Management and Guidelines for Conduct. Implementation of ethical corporate management for 2019 was reported to the Board of Directors on March 31, 2020. (III) The Company’s Board of Directors shall exercise due care of a good administrator in supervising the Company to prevent dishonesty, and review the implementation effectiveness and continuous improvement at any time to ensure that ethical corporate management policy is put into effect. The Company has stipulated the “Codes of Ethical Conduct," “Rules for Ethical Business operations” and “Procedures for Ethical Management and Guidelines for Conduct” which have clearly stated the policy for preventing the conflicts of interest, sothatdirectors should behighly self-disciplined, and account forany |
No deviation. |
70
| Evaluation Criteria | Implementation Status | Implementation Status | Implementation Status | Difference from Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies andreasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (IV) Has the Company established an effective accounting system and internal control system for the ethical corporate management, assigned internal auditing unit to stipulate relevant audit plan according to the assessment results for the risk of misconduct, as well as use it as reference for auditing and preventing on the compliance status of misconduct, or entrust CPAs to conduct the auditing (V) Does the Company hold education training in ethical corporate management inside and outside the Company on a regular basis? |
V V |
proposed matter for consideration at the meeting of the Board of Directors if he/she or the legal person he/she represents may be interested therein. A director shall not participate in the discussions and voting, nor shall he/she exercise his/her own vote or by proxy on behalf of another director if the aforesaid conflicts of interest impair the interest of the Company. If in the course of conducting company business, any personnel of the Company discovers that a potential conflict of interest exists involving themselves or the juristic person that they represent, or that they or their spouses, parents, children, or a person with whom they have a relationship of interest is likely to obtain improper benefits, the personnel shall report the relevant matters to both their immediate supervisors and the Company’s dedicated unit, and the immediate supervisor shall provide the personnel with proper instructions. No personnel of the Company may use the Company’s resources on commercial activities other than those of the Company, nor may any personnel's job performance be affected by his or her involvement in the commercial activities other than those of the Company. (IV) The Company has established a complete and effective internal control system, relevant management regulations, accounting systems, Ethical Corporate Management Best Practice Principles, etc., which are implemented and reviewed at any time to ensure that the design and implementation of the systems are effective. Internal auditors regularly inspect operating activities each year. In case of any dishonest behavior identified, audit reports will be produced and submitted to the Board of Directors. No dishonest behavior occurred in 2020. (V) The administrative management center that is the ethical management unit of the Company organizes education and training for new employees (including the concept of ethical corporate management) on a regular basis. The Company’s 2020 implementation was as follows: 1. When the Company providestraining and education tonewhiresto |
71
| Evaluation Criteria | Implementation Status | Implementation Status | Implementation Status | Difference from Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies andreasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| advocate the regulations governing ethical businesses, the employees who have completed the curriculum are asked to sign documents concerning ethics and code of conduct sch as confidentiality agreements, commitment to ethics and self-discipline, employee’s self-regulation pact, and employee’s declaration statement. In 2020, a total of 86 new hires signed these documents, at 100% sign-up ratio. 2. The Company started in November 2020 to offer training and education via e-learning to employees about ethical corporate management. The title of the two-hour curriculum is “Cherish not Jewelry but Integrity - Ethical Corporate Management”. As of the end of 2020, a total of 292 visitors clicked on the curriculum. There was no reporting of illegal behavior in 2020 via the hot line or emails. 3. Employees may flag or report illegal behaviors via multiple channels to management and the human resources department. The Company discloses and declares its ethical corporate management policies and implementations at its website and annual reports. |
||||
| III.Operation of the Company’s Whistle-blowing System (I) Has the Company put in place the specific whistle-blowing and reward system, established a convenient reporting channel, and assigned appropriate personnel to deal with whistle-blowing? |
V |
(I) When a director or manager violates the Codes of Ethical Conduct, he/she shall be reported to the Board of Directors for treatment. The Board of Directors shall appoint one or more persons to investigate his/her behavior. In case of any violation, the Board of Directors may punish him/her depending on the seriousness of the case. Information such as the title, name, date of violation, cause, the guidelines which have been violated, and punishment about the person who has violated the Codes of Ethical Conduct should be disclosed immediately on the Market Observation Post System if such violation is material. Those who violate ethical standards may appeal to the Board of Directors. The Company encourages internal and external personnel to report on unfaithful behavior or misconduct, and pay bonuses to them at its own discretion depending on the seriousness of the case. Any internal personnel who are found to have fraudulently reported or made malicious allegations, should be subject to disciplinary punishment, upto andincludingtermination. |
No deviation. |
72
| Evaluation Criteria | Implementation Status | Implementation Status | Implementation Status | Difference from Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies andreasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (II) Has the Company set the investigation standards, operating procedures, follow-up measures after the investigation and related confidentiality mechanisms for the reported complaints? (III) Has the Company taken measures to protect whistle-blowers from retaliation due to reporting? |
V V |
The Company has established and announced internal independent mailboxes or special lines for complaints on the Company’s website and the Intranet, or has other external independent agencies to provide such mailboxes and special lines for use by internal and external personnel. (II) The mechanisms for operations and confidentiality have been stipulated in accordance with the “Codes of Ethical Conduct," “Ethical Corporate Management Best Practice Principles," “Procedures for Ethical Management and Guidelines for Conduct” and the compliant system. The Company shall keep confidentiality of information on whistleblowers or the personnel involved in the investigation as well as the investigation content. (III) The company has created a complaint system which aims to maintain the Company's reputation, safeguard the property, prevention of corruption, theft, embezzlement or other violations of laws and regulation that affect the rights and interests of shareholders, employees and business partners, and protect the safety of whistleblowers. The company will also keep the identity of whistleblowers and reports in confidentiality. When discovering or receiving reports on dishonest acts of the Company’s personnel, the Company should immediately find out the truth. If the violators can produce any evidence indicating that they have not violated the Company’s regulations, they can immediately appeal to the Administrative Management Center. If it is confirmed that the violators are in violation of the relevant laws or the Company’s policies and regulations for ethical corporate management, they are required to immediately stop the relevant act, and subject to disciplinary actions; a claim for damages will be made by the Company if necessary through legal proceedings to maintain the Company’s reputation and interests. 60. The Company guarantees that the identity of the individual and the information provided for complaints and reporting shall be held in absolute confidentiality according to the Personal Data Protection Act. Whistle-blowers will not be penalized. . Contact information: Reportingmailboxes |
73
| Evaluation Criteria | Implementation Status | Implementation Status | Implementation Status | Difference from Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies andreasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| Chinese: 24199三重郵局第3-96號信箱 English: P.O.BOX 3-96 Sanchong New Taipei City 24199 Taiwan (R.O.C.) E-Mail address:[email protected] Special line: (02)2995-0299 |
||||
| IV.Enhancing Information Disclosure (I) Has the Company disclosed the contents and implementation effectiveness of the Ethical Corporate Management Best Practice Principles on its website and the MarketObservation PostSystem? |
V | The Company had disclosed the contents of the Ethical Corporate Management Best Practice Principles on its website and the Market Observation Post System. The status of implementation effectiveness is also disclosed in the annual report and corporate social responsibility report. Please visit the Company’s websitefordetails at https://www.clevo.com.tw. |
No deviation. | |
| V.If the Company has enacted the Ethical Corporate Management Best Practice Principles in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, please describe the difference between its operation and the stipulated principles: No difference. |
||||
| VI.Other important information helpful for better understanding of ethical corporate management: (such as the review of and amendments to the Ethical Corporate Management Best Practice Principles, etc. ): 1. The Company’s Board of Directors on March 27, 2015 approved the formulation of the Ethical Corporate Management Best Practice and Procedures for Ethical Management and Guidelines for Conduct. Amendments were made on March 27, 2018 and March 31, 2020 and reported to the shareholders’ meetings during the respective years. 2. The Company complies with the Company Act, Securities and Exchange Act, the relevant laws and regulations related to listing or other codes of business conduct as the basis for the implementation of ethical corporate management. 3. According to the systems for director’s avoidance of conflict of interest set out in the Procedural Rules of the Board of Directors Meetings, for proposals submitted to a meeting of the Board of Directors that are of interest to a director or the legal person he/she represents, the director may express his/her opinions and answer questions, but he/she shall not participate in the discussions for and voting on those proposals, nor shall he/she exercise his/her own vote or by proxy on behalf of another director if the aforesaid conflicts of interest impair the interest of the Company. 4. The “Procedures for Handling Major Internal Information Operation and Preventing Insider Trading” developed by the Company specifically stipulate that directors, managers and servants are not allowed to disclose the major internal information they are aware of to others, and may not inquire about or collect the unrevealed and major internal information irrelevant to personal duties from those who are aware of the major internal information within the Company. No unrevealed and major internal information acquired not through conduct of business shall be disclosed to others. |
V.If the Company has enacted the Ethical Corporate Management Best Practice Principles in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, please describe the difference between its operation and the stipulated principles: No difference.
-
VI.Other important information helpful for better understanding of ethical corporate management: (such as the review of and amendments to the Ethical Corporate Management Best Practice Principles, etc. ):
-
The Company’s Board of Directors on March 27, 2015 approved the formulation of the Ethical Corporate Management Best Practice and Procedures for Ethical Management and Guidelines for Conduct. Amendments were made on March 27, 2018 and March 31, 2020 and reported to the shareholders’ meetings during the respective years.
-
The Company complies with the Company Act, Securities and Exchange Act, the relevant laws and regulations related to listing or other codes of business conduct as the basis for the implementation of ethical corporate management.
-
According to the systems for director’s avoidance of conflict of interest set out in the Procedural Rules of the Board of Directors Meetings, for proposals submitted to a meeting of the Board of Directors that are of interest to a director or the legal person he/she represents, the director may express his/her opinions and answer questions, but he/she shall not participate in the discussions for and voting on those proposals, nor shall he/she exercise his/her own vote or by proxy on behalf of another director if the aforesaid conflicts of interest impair the interest of the Company.
-
The “Procedures for Handling Major Internal Information Operation and Preventing Insider Trading” developed by the Company specifically stipulate that directors, managers and servants are not allowed to disclose the major internal information they are aware of to others, and may not inquire about or collect the unrevealed and major internal information irrelevant to personal duties from those who are aware of the major internal information within the Company. No unrevealed and major internal information acquired not through conduct of business shall be disclosed to others.
- (VII) If the Company has established the Corporate Governance Best Practice Principles and the related regulations, it should disclose how to inquire about such principles:
74
-
To establish a robust corporate governance system, the Company has formulated the Corporate Governance Best-Practice Principles.
-
In order to align the Company’s directors and managers with ethical standards, and to make the Company’s stakeholders more aware of its ethical standards, the Company has stipulated the “Codes of Ethical Conduct," “Ethical Corporate Management Best Practice Principles," and the “Procedures for Ethical Management and Guidelines for Conduct."
-
In order to establish a good mechanism for handling and disclosing major internal information of the Company, to avoid improper disclosure of information, to ensure the consistency and correctness of the information made publicly available by the Company, and to strengthen the prevention and management of insider trading, the Company has established the Operating Procedures for Handling Major Internal Information and Prevention of Insider Trading which shall be followed by all the employees.
-
Please visit https://www.clevo.com.tw for the related codes or management procedures.
-
(VIII) Other important information that is useful to better understand the corporate governance operations shall also be disclosed: The information about corporate governance on the Company’s website can be assessed at https://www.clevo.com.tw/group_company.asp?id=51&lang=tw.
75
(IX) Implementation Status of Internal Control Systems 1. Statement of Internal Control.
CLEVO CO.
Statement of Internal Control System
-
Date: March 26, 2021
-
Based on self-assessment of its internal control system for 2020, the Company makes the following statement: I. The establishment, implementation and maintenance of an internal control system are the responsibility of the Company’s Board of Directors and management. The Company has established such a system, designed to provide reasonable assurance with respect to the effectiveness and efficiency of business operations (including profitability, performance and safeguarding of assets), the preparation of reliable, timely and transparent financial statements, and their compliance with the relevant rules and regulations.
-
II. An internal control system, no matter how well designed, has inherent limitations and therefore can provide only reasonable assurance with respect to the accomplishment of the above goals. Furthermore, because of changing conditions and circumstances, the effectiveness of an internal control system may vary over time. Notwithstanding, the internal control system of the Company contains self-oversight mechanisms, and actions are taken to correct deficiencies as they are identified.
-
III. The Company examined the design and effective implementation of its internal control system according to the criteria prescribed in the Regulations Governing Establishment of Internal Control Systems by Public Companies (called the Regulations below). The “Regulations” divide internal control into five constituents in line with the process of management control: 1. Control environment, 2. Risk assessment, 3. Control operation, 4. Information and communication, and 5. Supervision. Each constituent contains several criteria. Please refer to the “Regulations” for details.
-
IV. The Company has evaluated the effectiveness of design and implementation of its internal control system in accordance with the above criteria.
-
V. Based on the aforesaid assessment results, the Company believes that its internal control system (including the oversight and management of subsidiaries) as of December 31, 2020 was effective in design and implementation to reasonably assure the understanding of the target achievement for operational effectiveness and efficiency; reliability, timeliness and transparency of reporting; and compliance with relevant laws and regulations.
-
VI. This Statement will be a major part of the Company’s annual report and prospectus, and will be made publicly available. The Company shall be held liable for misrepresentation or nondisclosure in the above content, according to Articles 20, 32, 171, and 174 of the Securities and Exchange Act.
-
VII. This statement was approved by the Company’s Board of Directors on March 26, 2021. Among the seven attending directors, no director raised objection and all the directors agreed with the contents of this statement. CLEVO CO.
-
Chairman: Seal
-
General Manager: Seal
Note 1: If there is a major deficiency in the design and implementation of the internal control systems of public companies identified in the year, the explanatory paragraph should be added to Paragraph 4 of the Statement of Internal Control System to list and
76
explain the major deficiency found in the self-assessment, the improvement actions taken by the Company by the balance sheet date, and improvements.
Note 2: The date of statement is the “end of the fiscal year."
- If accountants are entrusted with review of the internal control system, the review report issued by the accountants shall be disclosed: None.
77
-
(X) In the most recent year and up to the date of publication of the annual report, if the Company and its internal personnel have been punished according to the laws, or the punishment has been imposed on internal personnel by the Company for violation of the internal control systems, if the result of the punishment may have a significant impact on shareholders’ rights and interests or securities prices, the content of the punishment, major defects and improvement shall be listed: Not applicable.
-
(XI) Important resolutions passed at the meetings of shareholders and the Board of Directors in the most recent year and up to the date of publication of the annual report.
-
Important resolutions at the general shareholders’ meeting on June 19, 2020 and
the implementations are as follows:
- (1) Reports on Company Affairs
- Subject 1: 2019 business report
- Subject 2: Review by the Audit Committee of the Company’s financial statements and business report for 2019.
- Subject 3: Report on distribution of remunerations to employees and directors for 2019.
- Subject 4: Report on distribution of cash dividends with earnings and capital surplus for 2019
- Subject 5: Report on the Implementation of Treasury Stock of the Company
- Subject 6: Report on Amendments to the Company’s “Regulations Governing Transfer of Repurchased Shares to Employees”
- Subject 7: Report on Amendments to the Company’s “Corporate Social Responsibility Best Practice Principles”
- Subject 8: Report on Amendments to the Company’s “Procedures for Ethical Management and Guidelines for Conduct”
- (2) Matters to be Ratified
- Subject 1: Approved the Company’s financial statements and business report for the year of 2019.
- Progress: This proposal has come into effect after being passed at the shareholders’ meeting.
Subject 2: Passed the appropriation of the Company’s 2019 earnings.
-
Progress: The undistributed surplus of the company is NTD 79,126,786 at the beginning of 2019. After calculating in accordance with Article 26 of the Company’s articles of association, the distributable surplus is zero. The capital reserve of NTD 248,905,200 is issued at a premium of ordinary shares in excess of the par value and NTD0.4 per share was distributed by cash. The distribution was completed on August 6,2020.
-
(3) Discussions
Subject: Amendment of the Company’s Procedure for the Acquisition or Disposal of Assets.
-
Progress: This proposal has come into effect after being passed at the shareholders’ meeting.
-
(4) Election matters
Subject: By-election of one independent director for the Company The election results are as follows:
One independent director
| No. | Full name | Votesforelection |
|---|---|---|
| N2226XXXXX | Lai,Ling-Ming | 297,600,321 |
(5) Other Motions
Subject:Removal of non-compete covenant on new independent directors. Progress: This proposal has come into effect after being passed at the shareholders’ meeting.
78
2. Important resolutions passed at the Board of Directors meeting in the most recent year and up to the date of publication of the annual report:
Attendance of individual directors and supervisors: V = attendance; blank=absence
| Number of Meetings |
Number of Meetings This Term |
Date of Notification |
Date of Meeting | Explanation of Subject |
Dir | Dir | ector | Independent Dire | Independent Dire | ctor | Attendance Without Voting Rights |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Hsu,Kun-tai | Tsai,Ming- Hsien |
Chien,Yih- Long |
Lu,Jin-Zong | Chou,Po- Chiao |
Chen,Tsung- Ming |
Kuang-Sung Fan |
||||||
| 1 | 15 | 2020.02.26 | 2020.02.27 | 1. Adoption of amendments to the Procedures for Transfer of Shares to Employees by Buyback of the Company. 2. Adoption of the proposal to repurchase the Company’s shares for transfer to employees for the first time in 2020. |
V | V | V | V | V | V | V | Yu,Tien-Jung Wu,Mai |
| 2 | 16 | 2020.03.23 | 2020.03.31 | 1. Report on the implementation of the resolutions passed at the eighth and the ninth meeting of the Board of Directors in 2019, and at the first meeting thereof in 2020. 2. Progress report of the Company’s investment in "Taipei Twin Towers Limited." 3. Report on internal audit of business. 4. Report on memorandum book for the Company’s derivative commodity transactions. 5. Report on issuance and transfer of treasury shares. 6. Report on performance assessment results on the board and functional committee in 2019 7. Report on implementation of ethical corporate management by the Company in 2019 8. Report on the Company’s capability of financial report preparation. 9. Approved the Company’s financial statements and business report for the year of 2019. 10. Adoption of and discussion about the distribution of remuneration to employees and directors for 2019 reviewed by the Company’s Remuneration Committee. 11. Passed the appropriation of the Company’s 2019 earnings. 12. Adoption of payment of cash out of capital reserves. 13. Adoption of a list of candidates for the independent directors nominated and review of the nominations by the Board of Directors. 14. To cooperate with the accountant rotation policy of PwC Taiwan, the proposed case for changing the CPAs who issue financial reports to the Company was approved. 15. Adoption of the proposed changes to the Company’s financial officer and accounting officer. 16. Subject: Passed the evaluation for the independence and professional qualifications of CPAs according to Article 29 of the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies". 17. Passed the amendment to the Company’s "Procedure for the Acquisition or Disposal of Assets." 18. Adoption of amendments to the Corporate Governance Best Practice Principles of the Company. 19. Passed the Amendments to the Company’s “Corporate Social Responsibility Best Practice Principles” 20. Adoption of the proposed amendments to the Procedures for Ethical Management and Guidelines for Conduct made by the Company. 21. Passed the following amendment to the internal control system of the Company according to the provisions of the "Regulations for the Internal Control System of a Publicly Listed Company" by the Financial Supervisory Commission. 22. Passed the Company’s 2019 internal control system, and the statement of internal control system issued upon the result of self-assessment. 23. Adoption of the application for credit extension, and trade credit for transactions in derivative financial products to financial institutions. 24. Adoption of the agenda for convening the general meeting for 2020, and the discussion for relevant operations. |
V | V | V | V | V | V | V | Yu,Tien-Jung Wu,Mai Liu,Yi-Mei Feng, Min-Juan Wu,Han-Qi Lin,Bo-Wei |
79
| Number of Meetings |
Number of Meetings This Term |
Date of Notification |
Date of Meeting |
Explanation of Subject | Director | Director | Director | Director | Independent Director | Independent Director | Attendance Without Voting Rights |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Hsu,Kun-tai | Tsai,Ming- Hsien |
Chien,Yih- Long |
Lu,Jin- Zong |
Chou,Po- Chiao |
Chen,Tsung- Ming |
||||||
| 3 | 17 | 2020.05.05 | 2020.05.14 | 1. Report on the implementation of the resolutions passed at the second meeting of the Board of Directors in 2020. 2. Report on internal audit of business. 3. Report on memorandum book for the Company’s derivative commodity transactions. 4. Report on the implementation of Treasury Stock 5. Report on the implementation status of Taipei Twin Towers Limited 6. Report on the implementation of corporate governance 7. Approved the Company’s first quarter financial statements in 2020. 8. Approved the new investment of USD 90 million in the YouJing Diverse Chinese Strategic Fund. 9. Adoption of the application for credit extension, and trade credit for transactions in derivative financial products to financial institutions. |
V | V | V | V | V | V | Wu,Mai Liu,Yi-Mei Wu,Han-Qi Chiu,Shu- juan |
| Number of Meetings |
Number of Meetings This Term |
Date of Notification |
Date of Meeting |
Explanation of Subject | Director | Director | Director | Independent Director | Independent Director | Independent Director | Attendance ng Rights |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Hsu,Kun- tai |
Tsai,Ming- Hsien |
Lu,Jin- Zong |
Chien,Yih- Long |
Chou,Po- Chiao |
Chen,Tsung- Ming |
Lai,Ling- Ming |
||||||
| 4 | 18 | 2020.06.05 | 2020.06.19 | 1. Report on the implementation of the resolutions passed at the third meeting of the Board of Directors in 2020. 2. Report on internal audit of business. 3. Report on memorandum book for the Company’s derivative commodity transactions. 4. Approval of the Company’s ex-dividend date in 2020. 5. Adoption of the proposed appointment of the members of the Remuneration Committee. 6. Adoption of the proposed purchase of liability insurance for the Company’s directors and important staff. 7. Approval of the distribution of 2019 remunerations to directors. 8. Approval of the distribution of 2019 remunerations to independent directors. 9. Approval of the distribution of 2019 remunerations to employees. 10. Adoption of the application for credit extension, and trade credit for transactions in derivative financialproducts to financial institutions. |
V |
V | V | V | V | V | V | Wu,Mai Liu,Yi-Mei Chiu,Shu- juan |
| 5 | 19 | 2020.07.30 | 2020.08.13 | 1. Report on the implementation of the resolutions passed at the fourth meeting of the Board of Directors in 2020. 2. Report on internal audit of business. 3. Report on memorandum book for the Company’s derivative commodity transactions. 4. Approval of the Company’s consolidated financial report for the second quarter of 2020 5. Adoption of the application for credit extension, and trade credit for transactions in derivative financialproducts to financial institutions. |
V | V | V | V | V | V | V | Wu,Mai Liu,Yi-Mei Chiu,Shu- juan Wu,Han-Qi |
| 6 | 20 | 2020.10.30 | 2020.11.12 | 1. Report on the implementation of the resolutions passed at the fifth meeting of the Board of Directors in 2020. 2. Report on internal audit of business. 3. Report on memorandum book for the Company’s derivative commodity transactions. 4. Report on the implementation of the Company’s intellectual property management plan. 5. Approval of the Company’s consolidated financial report for the third quarter of 2020 6. Approved the Organizational Charter for the Corporate Governance Committee. 7. Approved the establishment of the Corporate Governance Committee and the appointment of the committee members. 8. Approved the capital increase of Kapok Computer (Samoa) Corporation by US$9 million. 9. Adoption of the application for credit extension, and trade credit for transactions in derivative financial products to financial institutions. 10. Approved the Company’s 2021 auditplan. |
V |
V | V | V | V | V | V | Wu,Mai Liu,Yi-Mei Chiu,Shu- juan Lin,Bo-Wei Wu,Han-Qi Liang,Hua- ling |
80
| Number of Meetings |
Number of Meetings This Term |
Date of Notification |
Date of Meeting |
Explanation of Subject | Director | Director | Director | Independent Director | Independent Director | Independent Director | Attendance ng Rights |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Hsu,Kun- tai |
Tsai,Ming- Hsien |
Lu,Jin- Zong |
Chien,Yih- Long |
Chou,Po- Chiao |
Chen,Tsung- Ming |
Lai,Ling- Ming |
||||||
| 7 | 21 | 2021.02.09 | 2021.02.19 | 1. Reported on the implementation of corporate governance in 2020. 2. Reported on the management plan and implementation by the Company’s Information Management Committee 3. Passed the base date for the capital reduction by the cancellation of treasury shares. 4. Approved the Corporate Governance Committee’s 2021 implementation plan 5. Adoption of the application for credit extension, and trade credit for transactions in derivative financialproducts to financial institutions. |
V | V | V | V | V | V | V | Wu,Mai Liu,Yi-Mei Lin,Chun-Jun Chiu,Shu- juan |
| 8 | 22 | 2021.03.18 | 2021.03.26 | 1. Report on the implementation of the resolutions passed at the sixth meeting of the Board of Directors in 2020 and the first meeting of the Board of Directors in 2021. 2. Report on internal audit of business. 3. Report on memorandum book for the Company’s derivative commodity transactions. 4. Report on performance assessment results on the board and functional committee in 2020. 5. Report on implementation of the ethical corporate management policy in 2020. 6. Approved the Company’s financial statements and business report for the year of 2020. 7. Approved the review by the Audit Committee on remunerations to employees and directors in 2020. 8. Passed the appropriation of the Company’s 2020 earnings. 9. Approved the appropriation of the Company’s 2020 earnings via cash divdends. 10. Approved the re-election of the Company’s directors (including independent directors). 11. Adoption of a list of candidates for the directors nominated and review of the nominations by the Board of Directors. 12. Adoption of a list of candidates for the independent directors nominated and review of the nominations by the Board of Directors. 13. Passed the evaluation for the independence and professional qualifications of CPAs according to Article 29 of the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies." 14. Adoption of amendments to the Rules and Procedures of Shareholders' Meetings. 15. Adoption of amendments to the Procedures for Election of Directors. 16. Adoption of amendments to the Rules and Procedures of Board Meetings. 17. Adoption of amendments to the Procedures for Appraisal of Performance of the Board of Directors. 18. Adoption of amendments to the Rules for Duties and Responsibilities of Independent Directors. 19. Passed the amendment of the Company’s Audit Committee Charter. 20. Adoption of amendments to the Compensation Committee Charter. 21. Passed the Company’s 2020 internal control system, and the statement of internal control system issued upon the result of self-assessment. 22. Adoption of the application for credit extension, and trade credit for transactions in derivative financial products to financial institutions. 23. Adoption of the agenda for convening the general meeting for 2021, and the discussion for relevant operations. |
V | V | V | V | V | V | V | Wu,Mai Liu,Yi-Mei Chiu,Shu- juan Wu,Han-Qi |
| 9 | 23 | 2021.05.03 | 2021.05.11 | 1. Report on the implementation of the resolutions passed at the second meeting of the Board of Directors in 2021. 2. Report on internal audit of business. 3. Report on memorandum book for the Company’s derivative commodity transactions. 4. Report on the Company’s results in the 2020 corporate governance evaluation. 5. Approved the Company’s finalized account for the first quarter of 2021 6. Passed the base date for the capital reduction by the cancellation of treasury shares. 7. Adoption of the application for credit extension, and trade credit for transactions in derivative financialproductstofinancial institutions. |
V | V | V | V | V | V | V | Wu,Mai Liu,Yi-Mei Chiu,Shu- juan Wu,Han-Qi |
81
-
(XII) In the most recent year and up to the date of publication of the annual report, the major contents of the opposition expressed by directors or supervisors about the significant resolutions passed by the Board of Directors that has been noted in the records or declared in writing: None.
-
(13) Summary of resignations and dismissals of Chairman, President, Chief Accounting Officer, Chief Financial Officer, Chief Internal Auditor, Corporate Governance Officer, and R&D Head during the most recent year and as of the print date of the annual report:
| Title | Full name | Date Assumed | Date Dismissed | Reasons for Resignation or Dismissal |
|---|---|---|---|---|
| Financial and accountingofficer |
Yu,Tien-Jung | 2020.04.01 | Job adjustment in the Group |
|
| Financial and accountingofficer |
Wu,Mai | 2020.04.01 |
Note: The relevant persons of the company refer to Chairman, President, Chief Accounting Officer, Chief Financial Officer, Chief Internal Auditor, Corporate Governance Officer, and R&D Head.
- V Information about Certification Fees for CPAs
Range of Certification Fees for CPAs (Please check the matching range or fill in the amount)
amount) |
||||
|---|---|---|---|---|
| Name of accounting firms |
Name | of CPAs | Audit Period | Remarks |
| PwC Taiwan | Wu,Han- Qi |
Liang,Hua- ling |
2020.01.01~2020.12.31 | None |
Note: If the Company has CPAs or the accounting firm replaced during the year, please list the audit period, and describe the reasons for replacement in the remarks column. Unit: NTD /thousand dollars
| Item of fees Range of amount |
Item of fees Range of amount |
Audit fees | Non-audit fees- |
Total |
|---|---|---|---|---|
| 1 | Below NTD 2,000,000 | |||
| 2 | NTD 2,000,000 (inclusive) ~ NTD 4,000,000 |
4,100 | 0 | 4,100 |
| 3 | NTD 4,000,000 (inclusive) ~ NTD 6,000,000 |
|||
| 4 | NTD 6,000,000 (inclusive) ~ NTD 8,000,000 |
|||
| 5 | NTD 8,000,000 (inclusive) ~ NTD 10,000,000 |
|||
| 6 | OverNTD 10,000,000 (inclusive) |
-
(I) If the non-audit fees paid to the CPAs, the accounting firms the CPAs work for and their affiliated companies accounting for more than one fourth of the audit fees, the amount of audit and non-audit fees, and non-audit services shall be disclosed: None.
-
(II) If the audit fees paid during the year when the accounting firm is replaced are less than the previous year, the amount of the audit fees before and after the replacement, and the reasons for reduction shall be disclosed: None.
-
(III) If the audit fees are reduced by more than 10% compared with the previous year, the amount, proportion and reasons for the reduction in the audit fees shall be disclosed: None.
82
VI Information about Replacement of CPAs: (I) Former CPAs
(I)FormerCPAs |
|||||
|---|---|---|---|---|---|
| Replacement Date | 2020.03.31 | ||||
| Reasons for Replacement |
Due to the rotation policy of PwC Taiwan, the Company has replaced the former CPA, Feng, Min-Juan, with the CPA, Liang,Hua-ling, from thefirstquarterof 2020. |
||||
| The term of office for the appointer or accountant is terminated or he/she does not accept the appointment |
Parties Situation |
CPAs |
Appointer | ||
| Voluntary termination of appointment |
V | ||||
| No further acceptance (continuation) of appointment |
|||||
| Comments and reasons for review reports without qualified opinions issued within the period of most recent twoyears |
None |
||||
| Is there any disagreement with the issuer? |
Yes | Accounting principles orpractices | |||
| Disclosure of financial reports | |||||
| Verification scope or steps | |||||
| Others | |||||
| No ne |
V | ||||
| Description: notapplicable | |||||
| Other disclosures (The matters referred to in Articles 10.6(1)-4 to 7 of these Principles shall be disclosed) |
(1) If the former CPA has informed the Company that a lack of a sound internal control system rendered its financial reports untrusted: None. (2) If the former CPA has informed the Company that he/she could not rely on the Company’s statement or was unwilling to have any connection with the Company’s financial reports: Non. (3) If the former CPA has informed the Company that it was necessary to expand the scope of audit, or the information indicated that the expansion of the scope of the audit would impair the credibility of the previously issued or forthcoming financial reports, however, the former CPA did not expand the scope of the audit due to replacement or other reasons: No. (4) If the former CPA has informed the Company that the credibility of the previously issued or forthcoming financial reports may be impaired based on the information gathered, however, the former CPA did not deal with such matters due to replacement or other reasons:No. |
83
| (II)Successive CPAs | (II)Successive CPAs |
|---|---|
| Name of accountingfirm | PwCTaiwan |
| Name of CPAs | CPA, Wu,Han-Qi and CPA, Liang,Hua-ling |
| Date ofappointment | 2020.03.31 |
| Accounting treatment methods or accounting principles for specific transactions, and advisory matters and results that may be issued for financial reporting prior to appointment |
None |
| Written opinions of the successive accountants different from those of theformeraccountants |
None |
(III) Replies from the former accountants to the matters referred to in Article 10, paragraph
-
6(1) and (2)-3 of these Principles: Not applicable.
-
VII If the chairman, general manager, or the manager responsible for financing or accounting affairs, who has worked for the accounting firm to which CPAs belong or the affiliated enterprises in the past year, his/her name, title and the period working for the accounting firm or the affiliated enterprises: None. The affiliated companies of the accounting firm to which CPAs belong refer to the companies or institutions in which the accounts of the accounting firm CPAs work for hold more than 50% of the shares, or hold positions of more than half of the directors, or which are called affiliated companies in the information published or printed by the accounting firm: None.
84
VIII Information about the shares transferred by and changes to the shares pledged by the directors, supervisors, managers and the shareholders holding more than 10% of shares in the most recent year and up to the date of publication of the annual report
(I) Changes to the shares held by directors, supervisors, managers and majority shareholders:
| Title (Note 1) |
Full name | 2020 | 2020 | As of April 19for the currentyear | As of April 19for the currentyear |
|---|---|---|---|---|---|
| Increase/decrea se number of sharesheld |
Increase/decrea se number of shares pledged |
Increase/decrea se number of sharesheld |
Increase/decrea se number of shares pledged |
||
| Chairman | Hsu,Kun-tai | - - |
- - |
- - |
- - |
| Vice Chairman and President |
Tsai,Ming-Hsien | - - |
- - |
- - |
- - |
| Director and Executive Vice President |
Chien,Yih-Long | - - |
- - |
- - |
- - |
| Director | Lu,Jin-Zong | - - |
- - |
- - |
- - |
| Independent Director | Chou,Po-Chiao | - - |
- - |
- - |
- - |
| Independent Director | Chen,Tsung-Ming | - - |
- - |
- - |
- - |
| Independent Director | Lai,Ling-Ming (Appointment date: June 19, 2020) |
- - |
- - |
- - |
- - |
| Senior Vice President | Zhang, Fu-Ming | - - |
- - |
- - |
- - |
| Vice President, Chief of Finance/Accounting and Officer of Corporate Governance |
Wu,Mai |
- - |
- - |
- - |
- - |
| Vice President | Li,Wen-Hua | - (46,000) |
- - |
- (4,000) |
- - |
| Vice President | Chen,Hsueh-Wen | - - |
- - |
- - |
- - |
| Vice President | Lin, Nan-Sheng | - - |
- - |
- - |
- - |
| Vice President | Lin,Guan-Yen | - - |
- - |
- - |
- - |
| Senior Assistant Vice President |
Zhang,Wen-Song | - - |
- - |
- - |
- - |
| Senior Assistant Vice President |
Wang,Feng-Zhu | - (4,000) |
- - |
- - |
- - |
| Senior Assistant Vice President |
Chung,Wen-Chin | - - |
- - |
- - |
- - |
| Senior Assistant Vice President |
Chung,Wen-Chin | - (10,639) |
- - |
- - |
- - |
| Senior Assistant Vice President |
Lin, Liang-Shih | - - |
- - |
- - |
- - |
| Senior Assistant Vice President |
Liang-Shih Lin | - - |
- - |
- (8,000) |
- - |
| Assistant Vice President | Chen,Tsung-Chih | - - |
- - |
- - |
- - |
| Independent Director | Fan,Kuang-Sung (Dismissed date: 2020.04.01) |
- - |
- - |
- - |
- - |
| Senior Vice President and Chief of Finance/Accounting |
Yu,Tien-Jung (Dismissed date: 2020.04.01) |
- - |
- - |
- - |
- - |
| Vice President | Fan,Kuang-Hui (Dismissed date: July 31, 2020) |
- - |
- - |
- - |
- - |
| Assistant Vice President | Wang,Zhen-Xiong (Dismissed date: January 1, 2021) |
- - |
- - |
- - |
- - |
85
Note 1: Shareholders holding more than 10% of the Company’s shares should be indicated as major shareholders, and listed separately.
Note 2: if the transferee or pledgee of shares is a related party, the following form shall be filled out.
-
(II) Information about share transferring: None.
-
(III) Information about pledge of stock rights: None.
86
IX the Relationships among Top Ten Shareholders, Such as Related Parties, Spouses or Relatives within the Second-degree of Kinship.
| April 19, 2021 Shares held by spouse and minor children Total number of shares held in the name of others Name of a related party, spouse or second-grade relative, and relationships among top ten shareholders (Note 3). Remark Number of Shares Shareholding ratio Number of Shares Shareholding ratio Company name (or personal name) Relationship - 16,371,784 2.48% 0 0% Feng Chu Lin Fu-Chia Hsu Li-Hsin Hsu Cheng- Hsin Hsu Yueh-Sen Hsu Spouse First-degree relative First-degree relative First-degree relative Second-degree relative - 0 0% 0 0% Hsu,Kun- tai Feng Chu Lin Fu-Chia Hsu Li-Hsin Hsu Cheng- Hsin Hsu Yueh-Sen Hsu Person in charge of the Company Spouse of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative Second-degree relatives of the Company’s representative - 0 0% 0 0% Hsu,Kun- tai Feng Chu Lin Fu-Chia Hsu Li-Hsin Hsu Cheng- Hsin Hsu Yueh-Sen Hsu Person in charge of the Company Spouse of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative Second-degree relatives of the Company’s representative - 5,077,196 0.77% 0 0% Hsu,Kun- tai Yueh-Sen Hsu Feng Chu Lin Li-Hsin Hsu Cheng- Hsin Hsu First-degree relative First-degree relative First-degree relative Second-degree relative Second-degree relative - |
April 19, 2021 Shares held by spouse and minor children Total number of shares held in the name of others Name of a related party, spouse or second-grade relative, and relationships among top ten shareholders (Note 3). Remark Number of Shares Shareholding ratio Number of Shares Shareholding ratio Company name (or personal name) Relationship - 16,371,784 2.48% 0 0% Feng Chu Lin Fu-Chia Hsu Li-Hsin Hsu Cheng- Hsin Hsu Yueh-Sen Hsu Spouse First-degree relative First-degree relative First-degree relative Second-degree relative - 0 0% 0 0% Hsu,Kun- tai Feng Chu Lin Fu-Chia Hsu Li-Hsin Hsu Cheng- Hsin Hsu Yueh-Sen Hsu Person in charge of the Company Spouse of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative Second-degree relatives of the Company’s representative - 0 0% 0 0% Hsu,Kun- tai Feng Chu Lin Fu-Chia Hsu Li-Hsin Hsu Cheng- Hsin Hsu Yueh-Sen Hsu Person in charge of the Company Spouse of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative Second-degree relatives of the Company’s representative - 5,077,196 0.77% 0 0% Hsu,Kun- tai Yueh-Sen Hsu Feng Chu Lin Li-Hsin Hsu Cheng- Hsin Hsu First-degree relative First-degree relative First-degree relative Second-degree relative Second-degree relative - |
April 19, 2021 Shares held by spouse and minor children Total number of shares held in the name of others Name of a related party, spouse or second-grade relative, and relationships among top ten shareholders (Note 3). Remark Number of Shares Shareholding ratio Number of Shares Shareholding ratio Company name (or personal name) Relationship - 16,371,784 2.48% 0 0% Feng Chu Lin Fu-Chia Hsu Li-Hsin Hsu Cheng- Hsin Hsu Yueh-Sen Hsu Spouse First-degree relative First-degree relative First-degree relative Second-degree relative - 0 0% 0 0% Hsu,Kun- tai Feng Chu Lin Fu-Chia Hsu Li-Hsin Hsu Cheng- Hsin Hsu Yueh-Sen Hsu Person in charge of the Company Spouse of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative Second-degree relatives of the Company’s representative - 0 0% 0 0% Hsu,Kun- tai Feng Chu Lin Fu-Chia Hsu Li-Hsin Hsu Cheng- Hsin Hsu Yueh-Sen Hsu Person in charge of the Company Spouse of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative Second-degree relatives of the Company’s representative - 5,077,196 0.77% 0 0% Hsu,Kun- tai Yueh-Sen Hsu Feng Chu Lin Li-Hsin Hsu Cheng- Hsin Hsu First-degree relative First-degree relative First-degree relative Second-degree relative Second-degree relative - |
April 19, 2021 Shares held by spouse and minor children Total number of shares held in the name of others Name of a related party, spouse or second-grade relative, and relationships among top ten shareholders (Note 3). Remark Number of Shares Shareholding ratio Number of Shares Shareholding ratio Company name (or personal name) Relationship - 16,371,784 2.48% 0 0% Feng Chu Lin Fu-Chia Hsu Li-Hsin Hsu Cheng- Hsin Hsu Yueh-Sen Hsu Spouse First-degree relative First-degree relative First-degree relative Second-degree relative - 0 0% 0 0% Hsu,Kun- tai Feng Chu Lin Fu-Chia Hsu Li-Hsin Hsu Cheng- Hsin Hsu Yueh-Sen Hsu Person in charge of the Company Spouse of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative Second-degree relatives of the Company’s representative - 0 0% 0 0% Hsu,Kun- tai Feng Chu Lin Fu-Chia Hsu Li-Hsin Hsu Cheng- Hsin Hsu Yueh-Sen Hsu Person in charge of the Company Spouse of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative Second-degree relatives of the Company’s representative - 5,077,196 0.77% 0 0% Hsu,Kun- tai Yueh-Sen Hsu Feng Chu Lin Li-Hsin Hsu Cheng- Hsin Hsu First-degree relative First-degree relative First-degree relative Second-degree relative Second-degree relative - |
April 19, 2021 Shares held by spouse and minor children Total number of shares held in the name of others Name of a related party, spouse or second-grade relative, and relationships among top ten shareholders (Note 3). Remark Number of Shares Shareholding ratio Number of Shares Shareholding ratio Company name (or personal name) Relationship - 16,371,784 2.48% 0 0% Feng Chu Lin Fu-Chia Hsu Li-Hsin Hsu Cheng- Hsin Hsu Yueh-Sen Hsu Spouse First-degree relative First-degree relative First-degree relative Second-degree relative - 0 0% 0 0% Hsu,Kun- tai Feng Chu Lin Fu-Chia Hsu Li-Hsin Hsu Cheng- Hsin Hsu Yueh-Sen Hsu Person in charge of the Company Spouse of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative Second-degree relatives of the Company’s representative - 0 0% 0 0% Hsu,Kun- tai Feng Chu Lin Fu-Chia Hsu Li-Hsin Hsu Cheng- Hsin Hsu Yueh-Sen Hsu Person in charge of the Company Spouse of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative Second-degree relatives of the Company’s representative - 5,077,196 0.77% 0 0% Hsu,Kun- tai Yueh-Sen Hsu Feng Chu Lin Li-Hsin Hsu Cheng- Hsin Hsu First-degree relative First-degree relative First-degree relative Second-degree relative Second-degree relative - |
April 19, 2021 Shares held by spouse and minor children Total number of shares held in the name of others Name of a related party, spouse or second-grade relative, and relationships among top ten shareholders (Note 3). Remark Number of Shares Shareholding ratio Number of Shares Shareholding ratio Company name (or personal name) Relationship - 16,371,784 2.48% 0 0% Feng Chu Lin Fu-Chia Hsu Li-Hsin Hsu Cheng- Hsin Hsu Yueh-Sen Hsu Spouse First-degree relative First-degree relative First-degree relative Second-degree relative - 0 0% 0 0% Hsu,Kun- tai Feng Chu Lin Fu-Chia Hsu Li-Hsin Hsu Cheng- Hsin Hsu Yueh-Sen Hsu Person in charge of the Company Spouse of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative Second-degree relatives of the Company’s representative - 0 0% 0 0% Hsu,Kun- tai Feng Chu Lin Fu-Chia Hsu Li-Hsin Hsu Cheng- Hsin Hsu Yueh-Sen Hsu Person in charge of the Company Spouse of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative Second-degree relatives of the Company’s representative - 5,077,196 0.77% 0 0% Hsu,Kun- tai Yueh-Sen Hsu Feng Chu Lin Li-Hsin Hsu Cheng- Hsin Hsu First-degree relative First-degree relative First-degree relative Second-degree relative Second-degree relative - |
April 19, 2021 Shares held by spouse and minor children Total number of shares held in the name of others Name of a related party, spouse or second-grade relative, and relationships among top ten shareholders (Note 3). Remark Number of Shares Shareholding ratio Number of Shares Shareholding ratio Company name (or personal name) Relationship - 16,371,784 2.48% 0 0% Feng Chu Lin Fu-Chia Hsu Li-Hsin Hsu Cheng- Hsin Hsu Yueh-Sen Hsu Spouse First-degree relative First-degree relative First-degree relative Second-degree relative - 0 0% 0 0% Hsu,Kun- tai Feng Chu Lin Fu-Chia Hsu Li-Hsin Hsu Cheng- Hsin Hsu Yueh-Sen Hsu Person in charge of the Company Spouse of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative Second-degree relatives of the Company’s representative - 0 0% 0 0% Hsu,Kun- tai Feng Chu Lin Fu-Chia Hsu Li-Hsin Hsu Cheng- Hsin Hsu Yueh-Sen Hsu Person in charge of the Company Spouse of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative Second-degree relatives of the Company’s representative - 5,077,196 0.77% 0 0% Hsu,Kun- tai Yueh-Sen Hsu Feng Chu Lin Li-Hsin Hsu Cheng- Hsin Hsu First-degree relative First-degree relative First-degree relative Second-degree relative Second-degree relative - |
|||
|---|---|---|---|---|---|---|---|---|---|
| Name (Note 1) | Number of shares held in person |
Shares held by spouse and minor children |
Total number of shares held in the name of others |
Name of a related party, spouse or second-grade relative, and relationships among top ten shareholders (Note 3). |
Remark |
||||
| Number of Shares |
Shareholding ratio |
Number of Shares |
Shareholding ratio |
Number of Shares |
Shareholding ratio |
Company name (or personal name) |
Relationship | - | |
| Hsu,Kun-tai | 51,701,335 | 7.84% |
16,371,784 | 2.48% |
0 |
0% |
Feng Chu Lin Fu-Chia Hsu Li-Hsin Hsu Cheng- Hsin Hsu Yueh-Sen Hsu |
Spouse First-degree relative First-degree relative First-degree relative Second-degree relative |
- |
| Huatai Investment Co., Ltd. Person in charge: Hsu Kun Tai |
37,326,144 | 5.66% |
0 |
0% |
0 |
0% |
Hsu,Kun- tai Feng Chu Lin Fu-Chia Hsu Li-Hsin Hsu Cheng- Hsin Hsu Yueh-Sen Hsu |
Person in charge of the Company Spouse of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative Second-degree relatives of the Company’s representative |
- |
| Hongwell Co., Ltd. Person in charge: Hsu Kun Tai |
33,567,888 | 5.09% |
0 |
0% |
0 |
0% |
Hsu,Kun- tai Feng Chu Lin Fu-Chia Hsu Li-Hsin Hsu Cheng- Hsin Hsu Yueh-Sen Hsu |
Person in charge of the Company Spouse of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative Second-degree relatives of the Company’s representative |
- |
| Fu-Chia Hsu | 32,595,454 | 4.94% |
5,077,196 |
0.77% |
0 |
0% |
Hsu,Kun- tai Yueh-Sen Hsu Feng Chu Lin Li-Hsin Hsu Cheng- Hsin Hsu |
First-degree relative First-degree relative First-degree relative Second-degree relative Second-degree relative |
- |
87
| Li-Hsin Hsu | 19,676,568 | 2.98% |
0 |
0% |
0 |
0% |
Hsu,Kun- tai Feng Chu Lin Fu-Chia Hsu Cheng- Hsin Hsu |
First-degree relative First-degree relative Second-degree relative Second-degree relative |
- |
|---|---|---|---|---|---|---|---|---|---|
| KAPOK COMPUTER Person in charge: Hsu Kun Tai |
16,966,596 | 2.57% |
0 |
0% |
0 |
0% |
Hsu,Kun- tai Feng Chu Lin Fu-Chia Hsu Li-Hsin Hsu Cheng- Hsin Hsu Yueh-Sen Hsu |
Person in charge of the Company Spouse of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative First-degree relatives of the Company’s representative Second-degree relatives of the Company’s representative |
- |
| Youkang Electronics Co., Ltd. Person in charge: Lu,Jin-Zong |
16, 730,000 | 2.54% |
0 |
0% |
0 |
0% |
- |
- | - |
| Yueh-Sen Hsu | 16,658,373 | 2.52% |
623 |
0% |
0 |
0% |
Hsu,Kun- tai Fu-Chia Hsu Feng Chu Lin |
Second-degree relative First-degree relative Second-degree relative |
- |
| Feng Chu Lin | 16,371,784 | 2.48% |
51,701,335 | 7.72% |
0 |
0% |
Hsu,Kun- tai Fu-Chia Hsu Li-Hsin Hsu Cheng- Hsin Hsu Yueh-Sen Hsu |
Spouse First-degree relative First-degree relative First-degree relative Second-degree relative |
- |
| Cheng-Hsin Hsu | 15,547,156 | 2.36% |
0 |
0% |
0 |
0% |
Hsu,Kun- tai Feng Chu Lin Fu-Chia Hsu Li-Hsin Hsu |
First-degree relative First-degree relative Second-degree relative Second-degree relative |
- |
Note 1: All the top ten shareholders should be listed. The name of corporate shareholders (if any) and the representatives of corporate shareholders should be listed separately.
Note 2: The calculation of the shareholding ratio refers to the calculation of the ratio of shareholdings in the name of a shareholder, his/her spouse, minor children or another person.
Note 3: The relationship among the shareholders listed above, including legal persons and natural persons, shall be disclosed in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
88
X. Number of the shares in the same investees held by the Company and its directors, supervisors, managers and the enterprises directly or indirectly controlled by the Company, and calculation of the combined shareholding percentage.
Unit: number of shares; % March 31, 2021
| Investees (Note) |
Investment made by the Company |
Investment made by the Company |
Invested by directors, supervisors, managers and the enterprises directly or indirectlycontrolled |
Invested by directors, supervisors, managers and the enterprises directly or indirectlycontrolled |
Comprehensive investment |
Comprehensive investment |
|---|---|---|---|---|---|---|
| Number of shares |
% of shareholdi ng |
Number of shares |
% of shareholding |
Number of shares |
% of shareholdin g |
|
| 1. KAPOK COMPUTER | 8,000,000 | 100% |
0 | 0% |
8,000,000 | 100% |
| 2.CLEVO Investment Co., Ltd. | 14,000,000 | 100% |
0 |
0 % |
14,000,000 |
100% |
| 3. CLEVO COMPUTER SINGAPORE PTE LTD. |
22,325,453 | 100% |
0 |
0 % |
22,325,453 |
100% |
| 4. CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
369,370,000 | 100% |
0 |
0 % |
369,370,000 |
100% |
| 5. KAPOK COMPUTER(SAMOA) CORPORATION |
16,000,000 | 100% |
0 |
0 % |
16,000,000 |
100% |
| 6.BUYNOW ON-LINE HOLDING CORPORATION |
1,100,000 | 100% |
0 |
0 % |
1,100,000 |
100% |
89
IV. Capital overview
I. Capital and shares
(I) Source of share capital
- Description of capital increase in the most recent year
| Year and Month |
Issue price | Authorized Share Capital | Authorized Share Capital | Paid-in Capital | Paid-in Capital | Remark | Remark | Remark |
|---|---|---|---|---|---|---|---|---|
| Number of shares (Thousand shares) |
Amount (NTD 1,000) |
Number of shares (Thousand shares) |
Amount (NTD 1,000) |
Source of share capital | Property other than cash contributed as equitycapital |
Others | ||
| 2002.07.29 | Par value: 10 |
500,000 | 5,000,000 | 481,976 | 4,819,757 | Capital increase out of capital reserves Capital increase of 21,684,850 shares Amount: 216,848,500 Capital increase out of earnings Capital increase of 26,593,850 shares Amount: 265,938,500 |
None |
Note 1 |
| 2003.08.22 | Par value: 10 |
500,000 | 5,000,000 | 498,209 | 4,982,093 | Capital increase out of capital reserves Capital increase of 14,348,901 shares Amount: 143,489,010 Capital increase out of earnings Capital increase of 1,884,700 shares Amount: 18,847,000 |
None |
Note 2 |
| 2004.07.20 | Par value: 10 |
618,000 | 6,180,000 | 529,695 | 5,296,950 | Capital increase out of capital reserves Capital increase of 14,946,279 shares Amount: 149,462,790 Capital increase out of earnings Capital increase of 16,539,420 shares Amount: 165,394,200 |
None |
Note 3 |
| 2005.08.08 | Par value: 10 |
618,000 | 6,180,000 | 558,227 | 5,582,273 | Capital increase out of capital reserves Capital increase of 10,393,900 shares Amount: 103,939,000 Capital increase out of earnings Capital increase of 18,138,400 shares Amount: 181,384,000 |
None |
Note 4 |
| 2007.08.20 | Par value: 10 |
618,000 | 6,180,000 | 582,520 | 5,825,204 | Capital increase out of capital reserves Capital increase of 11,064,546 shares Amount: 110,645,460 Capital increase out of earnings Capital increase of 13,228,546 shares Amount: 132,285,460 |
None |
Note 5 |
| 2008.08.11 | Par value: 10 |
750,000 | 7,500,000 | 624,600 | 6,246,000 | Capital increase out of earnings Capital increase of 42,079,608 shares Amount: 420,796,080 |
None |
Note 6 |
| 2009.07.31 | Par value: 10 |
750,000 | 7,500,000 | 655,600 | 6,556,000 | Capital increase out of earnings |
None |
Note 7 |
90
| Year and Month |
Issue price | Authorized Share Capital | Authorized Share Capital | Paid-in Capital | Paid-in Capital | Remark | Remark | Remark |
|---|---|---|---|---|---|---|---|---|
| Number of shares (Thousand shares) |
Amount (NTD 1,000) |
Number of shares (Thousand shares) |
Amount (NTD 1,000) |
Source of share capital | Property other than cash contributed as equitycapital |
Others | ||
| Capital increase of 31,000,000 shares Amount: 310,000,000 |
||||||||
| 2010.06.21 | Par value: 10 |
750,000 | 7,500,000 | 638,467 | 6,384,670 | Decrease in capital of treasury shares Capital decrease of 17,133,000 shares Amount: 171,330,000 |
None |
Note 8 |
| 2012.01.04 | Par value: 32 |
750,000 | 7,500,000 | 700,967 | 7,009,670 | Capital increased by cash Capital increase of 62,500,000 shares Amount: 625,000,000 |
None |
Note 9 |
| 2013.12.10 | Par value: 10 |
750,000 | 7,500,000 | 689,163 | 6,891,630 | Decrease in capital of treasury shares Capital decrease of 11,804,000 shares Amount: 118,040,000 |
None |
Note 10 |
| 2014.06.09 | Par value: 10 |
750,000 | 7,500,000 | 683,163 | 6,831,630 | Decrease in capital of treasury shares Capital decrease of 6,000,000 shares Amount: 60,000,000 |
None |
Note 11 |
| 2018.10.05 | Par value: 10 |
750,000 | 7,500,000 | 679,763 | 6,797,630 | Decrease in capital of treasury shares Capital decrease of 3,400,000 shares Amount: 34,000,000 |
None |
Note 12 |
| 2019.02.22 | Par value: 10 |
750,000 | 7,500,000 | 669,763 | 6,697,630 | Decrease in capital of treasury shares Capital decrease of 10,000,000 shares Amount: 100,000,000 |
None |
Note 13 |
| 2021.04.16 | Par value: 10 |
900,000 | 7,500,000 | 659,763 | 6,597,630 | Decrease in capital of treasury shares Capital decrease of 10,000,000 shares Amount: 100,000,000 |
None |
Note 14 |
-
Note 1: Approval date for capital increase and Reference Number June 24, 2002, Taiwan Finance Certificate (1) Zi No.0910233860, and July 29, 2002, Jing Shou Shang Zi No.09102295820
-
Note 2: Approval date for capital increase and Reference Number July 17, 2003, Taiwan Finance Certificate (1) Zi No.0920138676, and August 22, 2003, Jing Shou Shang Zi No.09201350101
-
Note 3: Approval date for capital increase and Reference Number June 4, 2004, Taiwan Finance Certificate (1) Zi No.0930124996, and July 20, 2004, Jing Shou Shang Zi No.09301127630
-
Note 4: Approval date for capital increase and Reference Number June 24, 2005, Taiwan Finance Certificate (1) Zi No.0940017241, and August 8, 2005, Jing Shou Shang Zi No.09401148140
-
Note 5: Approval date for capital increase and Reference Number July 3, 2007, FSC Certificate (1) Zi No.0960033645, and August 20, 2007, Jing Shou Shang Zi No.09601197760
-
Note 6: Approval date for capital increase and Reference Number July 7, 2008, FSC Certificate (1) Zi No.0970033850, and August 11, 2008, Jing Shou Shang Zi No.09701198910
-
Note 7: Approval date for capital increase and Reference Number July 1, 2009, FSC Certificate Fa Zi No.0980032785, and July 31, 2009, Jing Shou Shang Zi No.09801172330
-
Note 8: Approval date for capital decrease and Reference Number June 21, 2010, Jing Shou Shang Zi No.09901127450
-
Note 9: Approval date for capital increase and Reference Number November 20, 2012, FSC Certificate Fa Zi No.1010048919, and January 4, 2013, Jing Shou Shang Zi No.10201011010
-
Note 10: Approval date for capital decrease and Reference Number December 4, 2013, Jing Shou Shang Zi No.10201243530
-
Note 11: Approval date for capital decrease and Reference Number June 9, 2014, Jing Shou Shang Zi No.10301100130
-
Note 12: Approval date for capital decrease and Reference Number October 5, 2018, Jing Shou Shang Zi No.10701125500
-
Note 13: Approval date for capital decrease and Reference Number February 22, 2019, Jing Shou Shang Zi No.10801019350
-
Note 14: Approval date for capital decrease and Reference Number April 16, 2021, Jing Shou Shang Zi No. 11001066880
91
- Class of the shares held up to the date of publication of the annual report
| Authorized Share Capital | Authorized Share Capital | Authorized Share Capital | Remark |
|---|---|---|---|
| Outstandingshares(listed stock) | Unissued shares | Total | |
659,763,000 shares |
240,237,000 shares | 900,000,000 shares |
3. Information on shelf registration: Nil.
(II) Shareholder Structure
April 19, 2021
| Shareholder Structure Quantity |
Govern ment agencie s |
Financial institutions |
Other legal persons |
Individuals | Foreign institutions and individuals |
Treasury Shares |
Total |
|---|---|---|---|---|---|---|---|
| Headcount | 4 | 7 |
61 | 158 | 26,412 |
1 |
26,643 |
| Number of shares held |
157 | 1,617,097 |
191,823,562 | 68,854,968 | 359,967,216 | 37,500,000 | 659,763,000 |
| Shareholding % |
0.00% | 0.25% |
29.07% |
10.44% |
54.56% |
5.68% |
100.00% |
Note: The first TWSE/GTSM listed or emerging market companies shall disclose the proportions of their shares in Mainland Chinese investors; Mainland Chinese investors refer to the people, legal persons, groups, other institutions from Mainland Area or their organizations investing in third areas, as defined in Article 3 of the Measures Governing Investment Permit to the People of the Mainland Area: Not applicable.
(III) Shares Diversification
1. Ordinary shares
| (III) Shares Diversification 1. Ordinary shares |
(III) Shares Diversification 1. Ordinary shares |
(III) Shares Diversification 1. Ordinary shares |
(III) Shares Diversification 1. Ordinary shares |
|---|---|---|---|
| April 19,2021 | |||
| Shareholding grading | Number of shareholders | Number of shares held | % of shareholding |
| 1-999 | 12,783 | 3,062,737 |
0.46% |
| 1,000-5,000 | 10,080 | 21,854,072 |
3.31% |
| 5,001-10,000 | 1,897 | 14,409,904 |
2.18% |
| 10,001-15,000 | 550 | 6,929,102 |
1.05% |
| 15,001-20,000 | 336 | 6,091,452 |
0.92% |
| 20,001-30,000 | 303 | 7,655,872 |
1.16% |
| 30,001-40,000 | 148 | 5,225,746 |
0.79% |
| 40,001-50,000 | 106 | 4,879,729 |
0.74% |
| 50,001-100,000 | 190 | 13,576,403 |
2.06% |
| 100,001-200,000 | 98 | 14,476,621 |
2.19% |
| 200,001-400,000 | 60 | 16,737,303 |
2.54% |
| 400,001-600,000 | 18 | 8,407,787 |
1.27% |
| 600,001-800,000 | 7 | 4,900,822 |
0.74% |
| 800,001-1,000,000 | 7 | 6,331,083 |
0.96% |
| 1,000,001 and more | 60 | 525,224,367 |
79.63% |
| Total | 26,643 | 659,763,000 |
100.00% |
- Preferred shares: No
92
(IV) List of major shareholders (Name, number of shares held by and shareholding ratio of the shareholders whose shareholding ratio is more than 5%; if there are less than ten shareholders on the list, the information of top ten shareholders should be disclosed).
April 19,202 |
||
|---|---|---|
| Name of major shareholders/shares | Number of sharesheld |
Shareholding % |
| Hsu,Kun-tai | 51,701,335 | 7.84% |
| Huatai Investment Co., Ltd. | 37,326,144 | 5.66% |
| Hongwell Co., Ltd. | 33,567,888 | 5.09% |
| Fu-Chia Hsu | 32,595,454 | 4.94% |
| Li-Hsin Hsu | 19,676,568 | 2.98% |
| Kapok Computer Co., Ltd. | 16,966,596 | 2.57% |
| Youkang Electronics Co., Ltd. | 16,730,000 | 2.54% |
| Yueh-Sen Hsu | 16,658,373 | 2.52% |
| Feng Chu Lin | 16,371,784 | 2.48% |
| Cheng-Hsin Hsu | 15,547,156 | 2.36% |
(V) Information about market value per share, net value per share, earnings per share, and dividends per share in the most recent two years
Unit: NTD
| Unit: NTD | ||||||
|---|---|---|---|---|---|---|
| Year Item |
2019 | 2020 | As of March 31 for the current year (Note 8) |
|||
| Market value per share (Note1) |
Maximum | 41.95 | 37.05 | 31.15 | ||
| Minimum | 27.3 | 24.55 | 28.35 | |||
| Average | 31.82 | 30.52 | 29.77 | |||
| Net value per share (Note2) |
Before distribution | 59.42 | 59.54 | 59.98 | ||
| After distribution | 59.42 | 59.54 | 註9 |
|||
| Earnings per share |
Weighted average shares (thousand shares) |
611,110 | 597,825 | 595,216 | ||
Earnings per share (Note 3) |
Before retroactive adjustment |
1.75 | 1.12 | 0.54 | ||
| After retroactive adjustment |
1.75 | 1.12 | Note 9 | |||
| Dividends per share |
Cashdividends | 0.4 | 0.6 | Note 9 | ||
| Gratis | Stock dividends from retained earnings |
- | - | Note 9 | ||
| Allotment of shares |
Allotment of shares out of capital surplus (dollars) |
- | - | Note 9 | ||
| Retained dividends (Note4) | - | - | Note 9 | |||
| Analysis of return on investment |
Price-to-earningratio (Note 5) | 18.18 | 28.41 | 55.13 | ||
| Price to dividend ratio (Note 6) |
79.55 | 53.03 | Note 9 | |||
| Cash dividend yield (%) (Note 7) |
1.26% |
1.89% | Note 9 |
*If stock dividends are allocated with capital increase out of earnings or capital reserves, the information on market price and cash dividends adjusted retrospectively based on the amount of stock dividends to be allocated should be disclosed.
Note 1: The highest and lowest market prices for common shares for each year should be listed, and the average market price for each year should be calculated based on the annual transaction value and volume.
Note 2: Please fill it out by reference to the number of shares that have been issued at the end of the year,
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and the allocation of dividends resolved at the general meeting of the next year.
-
Note 3: If retrospective adjustments are required due to circumstances such as free-gratis dividends, the earnings per share before and after such adjustments should be presented.
-
Note 4: If according to the conditions for issuance of equity securities, the dividends that are not issued in the current year shall be transferred to the year when there are earnings, the accumulated unpaid dividends for the year ended shall be disclosed.
-
Note 5: Price-to-earning ratio = average closing price per share/earnings per share for the year.
-
Note 6: Price to dividend ratio = average closing price per share/cash dividends per share for the year. Note 7: Cash dividend yield = cash dividends per share/average closing price per share for the year.
-
Note 8: The net value per share and earnings per share should be filled out with the information audited (reviewed) by accountants in the most recent quarter up to the date of publication of the annual report. The remaining fields should be filled out with the information for the year up to the date of publication of the annual report.
-
Note 9: There is no statement for distribution of earnings resolved at the shareholders' meeting and Board of Directors meeting.
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-
(VI) The Company’s dividend policy and implementation status:
-
Dividend policy as set out in Article 27 of the Articles of Association: The Company is engaged in the electronic high-tech industry. Based on the industrial development vision, capital expenditure needs, sound financial planning and protection of investors' rights and interests, the Company’s dividends shall be allocated by taking capital reserves, retained earnings, financial structure and operating conditions into comprehensive consideration. To achieve the goal of maintaining stable dividends, cash dividends must not be less than 10% of the total dividends.
If Our Company has a surplus in its annual final accounting, then we shall pay taxes and make up for any losses according to law, and accrue a 10% statutory surplus reserve, except for when the statutory surplus reserve has reached the total capital. Additionally, the undistributed earnings at the beginning of the period is the accumulative distributable earnings of shareholders after the special reserve is accrued or returned according to the relevant laws and regulations.The Board of Directors shall make a plan for earnings distribution and submit it to the shareholders’ meeting for a resolution about distribution.The dividend distribution shall not be less than 10% of earnings of the year.
According to the provisions of the Company Act, the Company authorizes the Board of Directors to make a resolution if more than two-thirds of the directors attend and more than half of the directors present agree, distribute all or part of dividends, bonuses, statutory surplus reserve and capital reserve in the form of cash distribution and report to the Board of Shareholders. The provisions of the preceding paragraph for which the shareholders’ meeting shall make a resolution do not apply.
Allocation of dividends is as follows:
Allocation of Dividends by KAPOK (2362)
Unit: Yuan
| Allocation of dividends is as follows: | Allocation of dividends is as follows: | Allocation of dividends is as follows: | Allocation of dividends is as follows: | Allocation of dividends is as follows: | Allocation of dividends is as follows: | Allocation of dividends is as follows: |
|---|---|---|---|---|---|---|
| Allocation of Dividends by KAPOK (2362) Unit: Yuan |
||||||
| Year | Cash dividends |
Stock dividends from retained earnings |
Stock dividends from capital reserves |
Stock dividends |
Total | Employee stock bonus% |
| 2020 2019 2018 2017 2016 |
0.6000 |
0 |
0 |
0 |
0.6000 | 0 |
0 |
0 |
0.4000 |
0 |
0.4000 | 0 |
|
0.2000 |
0 |
0.8000 |
0 |
1.0000 | 0 |
|
0.0000 |
0 |
0.8000 |
0 |
0.8000 | 0 |
|
0.7000 |
0 |
0 |
0 |
0.7000 | 0 |
Note: Distribution of dividends for 2020 to be reported to the 2021 shareholders’ meeting.
-
Proposal to 2021 shareholders’ meeting regarding distribution of dividends for 2020:
-
(1)Cash dividends: The Board of Directors on March 26, 2021 approved the distribution of cash dividends to shareholders for NTD 373,357,800 in total or NTD 0.6 per share. This will be proposed to the 2021 shareholder’s meeting.
-
(2)Stock dividends: Nil.
-
(3)Expected changes in the dividend policy: Nil.
-
-
(VII) Impact of the proposed free-gratis dividends on the Company’s business performance and earnings per share at the meeting of the shareholders’ meeting: Not applicable.
-
(VIII) Remuneration for employees, directors and supervisors: (Unit: NTD 1,000)
-
1.Percentage or scope of remunerations to employees, directors and supervisors stated on the Company’s Articles of Association
- According to the Company’s Articles of Association, if there is a balance calculated by deducting the accumulated losses in light of the profitability of the current year, 5%~15% of such balance shall be set aside as employee's remuneration, and the remuneration for directors shall not be higher than 1% of such balance.
-
2.The amount of remuneration for employees, directors and supervisors estimated and presented in the current period shall be calculated based on the number of shares
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distributed to employees as remuneration, or actual amount paid to employees if different from the estimated amount. .
-
(1) Basis for estimation of the remuneration for employees, remuneration for directors and supervisors in the current period: The Company estimates and recognizes the remuneration to employee to be NTD 93,500,000 and NTD 122,000,000 and the remuneration to directors and supervisors to be NTD 7,700,000 and NTD 13,000,000 for 2020 and 2019, respectively. The remunerations to employees, directors and supervisors for 2019 were estimated and recognized at 5%~15 and no more than 1% of the annual profit in 2019. The estimated and recognized amounts are consistent with the amounts resolved by the Board of Directors. The above employee's remuneration will be paid in cash.
-
(2) The accounting treatment for the difference between the calculation basis of the number of shares for which the dividends are allotted and the actual allotment amount, and estimated amount: the Company has not allocated stock dividends or remuneration for employees and directors in 2019.
-
(3) Any difference between the actual allotment amount and the estimated amount shall be handled based on the changes in accounting estimates, and included in the profit and loss of the next year.
-
3.Distribution of remuneration adopted by the Board of Directors:
-
(1) Amount of the remuneration paid to employees, directors and supervisors in cash or stock. If there is a difference between the estimated amount and the amount of recognized expenses, the difference, cause and treatment should be disclosed:
- The Board of Directors on March 26, 2021 approved the distribution of remuneration to employees for 2020 at NTD $93,500,000 for employees and NTD 7,700,000 for directors. These amounts are consistent with the recognized amounts for 2020 financial statements.
-
(2) The proportion of employee remuneration paid in the form of shares to the net profits after tax shown in the individual financial report plus the total amount of employee remuneration in the current period: not applicable because no freegratis dividends are allocated in the current year.
-
4.The actual payment of remuneration to employees, directors and supervisors in the previous year (including the number of shares, amount and share prices), and the difference from the recognition of remuneration for employees, directors and supervisors (if any), reasons and how to deal with such difference: The remunerations to employees, directors and supervisors for 2019 were based on net incomes generated and special reserve appropriated for the year and estimated and recognized at 5%~15 and no more than 1% of the 2019 annual profit, respectively. The Board of Directors decided to distribute a total of NTD 122,000,000 as remuneration to employees and NTD 13,000,000 as remuneration to directors and supervisors. These amounts are consistent with the amounts recognized on the 2019 financial report.
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(IX) Repurchase of shares by the Company
1. Stock repurchases (completed):
| Number of repurchases | 17 | 18 | 19 | 20 |
|---|---|---|---|---|
| Period of repurchase | 2018.04.11~ 2018.06.08 |
2018.11.20~ 2019.01.14 |
2019.07.03~ 2019.08.16 |
2020.03.9~ |
| 2020.04.30 | ||||
| Purpose of repurchase | Transfer to employees | Transfer to employees | Transfer to employees | Transfer to employees |
| Intervalprice of repurchase | NTD 21-44/share | NTD 20-38/share | NTD 27-42/share | NTD 28-42/share |
| Type and number of repurchased shares |
Common stock 10,000,000 shares |
Common stock 7,500,000 shares |
Common stock 10,000,000 shares |
Common stock |
| 10,000,000 shares | ||||
| Total amount of repurchased shares |
NTD 313,762,472 | NTD 225,566,268 | NTD 320,067,979 | |
| NTD 296,649,520 | ||||
| Repurchased shares as % of expected number of repurchased shares |
100% | 75% | 100% | |
| 100% | ||||
| Average unit price of repurchased shares |
NTD 31.38 | NTD 30.08 | NTD 32.01 | |
| NTD 29.66 | ||||
| Date of cancellation and transfer and number of shares |
0 share |
0 share |
0 share |
|
| 0 share | ||||
| Number of shares of our company cumulatively held |
10,000,000 shares | 17,500,000 shares | 27,500,000 shares | |
| 37,500,000 shares | ||||
| The percentage of the number of shares of our company cumulatively held in the total number of issued shares(%) |
1.52% | 2.65% | 4.17% | |
| 5.68% | ||||
- Share repurchases (still implementing): none
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II. Information on Corporate Bonds:
| Type of Corporate Bonds (Note 2) |
Type of Corporate Bonds (Note 2) |
1st Secured Corporate Bonds in 2015 (Note 5) |
1st Secured Corporate Bonds in 2019 (Note 5) |
|---|---|---|---|
| Issuance Date | 2015.08.28 | 2019.08.26 | |
| Facevalue | NTD 1 million | NTD 1 million | |
| Place of issuance and transaction (Note 3) |
Taipei Exchange | Taipei Exchange | |
| Issue price | 100 percent of the denomination (NTD 1 million) |
100 percent of the denomination (NTD 1 million) |
|
| Total amount | NTD 5 billion | NTD 5 billion | |
| Interest rate | 1.5%of annual interest at fixed rate | 0.8%of annual interest at fixed rate | |
| Period | 5-Yearperiod expiringon: 2020.08.28 | 5-Yearperiod expiringon: 2024.08.26 | |
| Guarantor | Taiwan Cooperative Bank | Taiwan Cooperative Bank | |
| Trustee | JihSun International Commercial Bank Co., Ltd. |
JihSun International Commercial Bank Co., Ltd. |
|
| Underwriter | TaiwanCooperativeSecurities | TaiwanCooperativeSecurities | |
| Certified lawyers | Ya-Wen Chiu from Handsome Attorneys-at- Law |
Ya-Wen Chiu from Far East Law Offices | |
| CPAs | PwC Taiwan CPA, Feng, Min-Juan and CPA, Dexter Chang |
PwC Taiwan CPA, Feng, Min-Juan and CPA, Wu,Han-Qi |
|
| Repayment method | Principal payable at maturity | Principal payable at maturity | |
| Noprincipal repaid | Repaid in full | NTD5billion | |
| Clauses for redemptions or early repayments |
None | None | |
| Restricted conditions(Note 4) | None | None | |
| Name of the credit rating agency, evaluation date, evaluation of corporate bonds,etc. |
Taiwan Ratings twAA+ 2018.1.19 |
Taiwan Ratings twAA+ 2019.2.20 |
|
| Other rights attached | Number of the conversed (exchanged or subscribed) common shares, overseas depositary receipts or other securities up to the date of publication of the annual report |
Not applicable |
Not applicable |
| Measures for issuance and conversion (exchange or subscription) |
Not applicable | Not applicable | |
| Impact on issuance and conversion, exchange or subscription method, and issuance conditions on possible dilution of equity, and the existing shareholders' equity |
Not applicable | Not applicable | |
| Name of the institution that holds the subject matter for exchange in escrow |
None |
None |
Note 1: The corporate bonds issued include the corporate bonds issued by the publicly listed and privately held companies. The corporate bonds to be issued by a public offering company refer to those that have entered into force after approved at the meeting; the corporate bonds to be issued by a private offering company refer to those approved by a resolution passed by the Board of Directors.
Note 2: The number of fields depends on the actual number of issuance.
Note 3: Applicable for overseas corporate bonds.
Note 4: such as limitation on the issuance of cash dividends, foreign investments or the requirements for maintaining a certain proportion of assets.
Note 5: Private placement bonds should be marked obviously.
Note 6: For the conversion, exchange of, and the general declaration about issuance of corporate bonds or the corporate bonds attached with stock warrants, the information on the corporate bonds conversed, exchanged and generally declared for issuance, and the corporate bonds attached with stock warrants should be disclosed in the form of a table.
III. Disposal of preferred shares: the Company is exempt from disclosure under no such circumstances.
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-
IV. Information on Overseas Depository Receipts: the Company is exempt from disclosure under no such circumstances.
-
V. Information on Employee Stock Options and Restricted Stocks: the Company is exempt from disclosure under no such circumstances.
-
VI. Status of New Share Issuance in Connection with Mergers and Acquisitions or Transferred Company Shares: the Company is exempt from disclosure under no such circumstances.
-
VII. The implementation of the fund utilization plan : the Company is exempt from disclosure under no such circumstances.
-
(I) The details of the plan: Up to the first quarter before the publication of the annual report, if the previous issuance or private placement of securities has not been completed, or has been completed in the last three years without remarkable achievements, the plan for previous issuance or private placement of securities should be explained in detail, including previous changes thereto, the source and application of funds, the reasons for changes, the benefits before and after the changes, and the date when such changes thereto were reported at the shareholders meeting, and the date of entry of the plan into the information reporting website designated by the meeting shall be published: the Company is exempt from disclosure under no such circumstances.
-
(II) Implementation status: For the purpose of the plan described in the preceding paragraph, the implementation status and the comparison with the originally expected benefits shall be analyzed item by item up to the first quarter before the publication date of the annual report, if the implementation progress or the benefits fail to reach the expected target, the reasons for failure, the impact on shareholders' equity and the improvement plan shall be specified: the Company is exempt from disclosure under no such circumstances.
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V.
Operational Highlights
I. Business Overview
-
(I) Business Scope
-
Principal business activities:
-
(1) NB Business Unit: R&D, design, production, sales and after-sales services of portable computers and borderline products.
-
(2) China's Distribution Division: The deployment and leasing of domestic sales channels in the Buynow Malls in China.
-
-
Sales mix: In 2020, the NB Business Unit accounted for 80% of the consolidated revenues, China’s Distribution Division (Buynow Malls) and other businesses 20%.
-
The Company’s current goods (services): the NB Business Unit is engaged in manufacturing and sales of notebooks; and rental income is primarily earned from the Buynow Malls.
-
New goods and services that the NB Business Unit plans to develop:
-
(1) Gaming/entertainment notebooks: To target at enthusiastic gamers our customers are focused on, the Company incorporates in the 2021 product roadmap the following technologies: the second generation of real-time-ray-tracing; artificial intelligence (AI); deep learning super sampling (DLSS); programmable shading; high dynamic range (3DR); 3D display chips; Kinetic sensors; virtual reality (VR); augmented reality (AR); mixed reality (MR); eyes tracking; and smart voice assistants. The full-series gaming/entertainment notebook roadmap also includes the integration of Intel’s Rocket Lake, Tiger Lake and Alder Lake; AMD’s Vermeer, Cezanne and Lucienne; and Nvidia’s high-performance Ampere GPUs.
-
(2) Commercial notebooks: The Company plans to develop business models which are designed for the mature market for replacement and upgrading of notebooks by enterprises, the emerging market, the initial procurement market for governments and enterprises, and business needs of special application. The Company’s 2021 product roadmap continues with a pursuit for lightweight in design and highperformance batteries. We will launch the commercial notebooks equipped with Intel’s Tiger Lake H45 and U/H35 processors, integrated with Intel PTT, TPM 2.x, fingerprint readers, facial recognition, splash-proof design, and MILSTD-810G/810H grade.
-
(3) Mainstream notebooks: In addition to high-end gaming and commercial segments, the Company also launches a full-series of mainstream notebooks at different sizes. In 2021, the Company’s roadmap of mainstream notebooks is targeting at the replacement market in government and education segments in both developed and emerging markets, as well as initial purchase demand from large corporates, SMEs (small-and-medium enterprises), consumers and households. These notebooks will be powered by Intel’s Tiger Lake U/H35; AMD’s Cezanne or Lucienne processors; and entry-level GPUs from Intel or Nvidia. Our mainstream models come from 11” to 17”.
-
(4) Creator notebooks: Surveys show that 50% of purchasers of gaming/entertainment notebooks are Youtubers, photographers, animators or concept artists. In addition to game playing, these users install creative software such as Photoshop, AutoCAD or 3ds Max to create digital contents. In 2018, Intel came up with the concept of Creator PC and in 2019, Nvidia introduced Nvidia Studio for this market. In 2020, the Company launched a 14” creator notebook. In 2021, 14”, 15” and 17” models are planned for the creator market by integrating with Intel’s Tiger Lake H45 processors, Nvidia’s Ampere GPU and Pantone Validated in color calibration.
-
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-
(5) Energy-saving, long-lasting and environmentally-friendly notebooks : The notebooks currently produced by the Company are in line with the latest energysaving and environmentally-friendly regulations. On the one hand, the usage rate of recyclable materials is improved, and the environmental protection standards of various countries are met. On the other hand, product design is consistent with the latest energy-saving regulations, and customers' requirements for Long Battery Life, in order to maintain competitive advantage, and create more profits.
-
Projects for China Distribution Business Group:
-
(1) Property Business: Construction-in-progress projects are being completed. The inventory of office spaces is currently only at CNY 547 million or so and expected to be sold out within two years. Going forward, the property business will be focusing on optimization and inventory work-through. Operating strategies will be proactively adjusted. Underperforming shops will be sold or let out, to boost cash inflows. The trimming and streamlining efforts should revitalize the assets and enhance the profit contribution in general.
-
(2) Buynow Malls: Since 2013 with ecommerce rising as a market disruptor, Buynow Malls have been striving for transformation. In addition to IT rental incomes, new revenue streams have been created such as restaurants, e-sports, Lezhi Mall, and our own coffee shops. In brief, Buynow Malls offer a rich variety of tech products and smart services. Currently, 18 Buynow Malls combine six elements: technology, intelligence, fashion, creativity, fun and experience and introduce 5G and Big Data to create a consumers-oriented plaza of people, products and stores.Buynow Malls are a specialist technology plaza offering online-offline multichannel convergence and a one-stop shopping experience.
-
(II) Industry Overview
-
Industry overview of the NB Business Unit
-
The current situation and prospect of the industry
The macroeconomy in 2020 was eventful. The prolonged US-China trade war came to a preliminary result at the beginning of the year and spared the global trade from further impacts. The COVID-19 outbreak at the end of January disrupted everybody’s life and set back the global economy in recessions. The international trading volumes shrank and the number of jobless people rose significantly. The U.S. was hit hard. Given its importance to the global economy, a battered U.S. economy brought the global economy on its knees. According to the report by the International Monetary Fund (IMF) in October, the global real GDP declined 4.4% in 2020.
The industry originally expected COVID-19 to have severe consequences on the demand (due to economic recessions and rising unemployment) and the supply (due to capital expenditure cuts). However, the demand soared from homeworking, longdistance teaching and stay-at-home economy (ecommerce and online gaming). As a result, the prices of key components went up. Fortunately, the explosive demand from the end market put an end to growth stagnation. According to the IDC research report, the global market for notebooks grew 22.3% in 2020, with shipments totaling 210 million units. The Company has been long dedicated to R&D, design, manufacturing and assembly of notebooks. In 2020, our notebook shipments accounted for more than 70% of the group’s revenue, thanks to the change of the industry’s ecosystem triggered by COVID-19. The demand surged for commercial notebooks, Chromebooks and gaming/entertainment notebooks. Despite the shortage of key components and the impact of cost increases during the fourth quarter, the Company’s shipment in 2020 exceeded 1.52 million units, up 8% year-on-year.
Looking into the macroeconomy of 2021, the US-China trade war has entered a cooling period. As vaccination programs gather pace in different countries. there is
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finally light at the end of the tunnel in this pandemic. According to the World Economic Outlook published by the International Monetary Fund (IMF), the global economic growth forecast for 2021 is revised to 5.5% given the low base in 2020 and despite the uncertainty of virus variations.
As far as the industry is concerned, the key components shortage and battery materials price hikes are likely to persist for some time in 2021, due to capacity crowdout amid the surging demand for automobile and 5G chips and the difficulty in scaling up semiconductor capacities. Many research companies indicate that the shortage problem will not be eased off until the third quarter at the earliest. The demand is set to rise further once Intel launches its 10nm processor Rocket Lake and Tiger Lake H35/H45 的 , AMD introduces the new platforms Vermeer, Cezanne and Lucienne. In addition, Nvidia is launching GN20 GPU on the Ampere architecture with enhanced enhance rendering, graphic, artificial intelligence and computing load functions.
When it comes to brands and products, the personal computer market has changed due to the pandemic. Meanwhile, the e-sports ecosystem is maturing, with flagship gaming models to be launched with features such as AR/VR/MR/xR, AI, deep learning super sampling (DLSS) and the second generation of real-time-ray-tracing. This is expected to push up further the e-sport notebooks. In addition, the demand enters an explosive stage for convertible, detachable and ultra-light and ultra-slim notebooks, as well as commercial notebooks and Chromebooks. Given the pent-up demand due to components shortage from 2020, the launch of new platforms by Intel and AMD in 2021, and new GPUs by Nvidia, the research firm IDC forecasts the global shipment of notebooks in 2020 to be 212 million, up by 5.3% from 2020.
2019-2024 Global notebook shipments and growth rates
==> picture [282 x 176] intentionally omitted <==
----- Start of picture text -----
NB Shipment
YOY
----- End of picture text -----
Source: IDC , 12/2020
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- Relationship with upstream, middle-stream, and downstream companies:
[Relational Diagram of the Industry]
==> picture [281 x 235] intentionally omitted <==
----- Start of picture text -----
Semiconductor industry Electronic component 1 Other upstream industries
IC design Passive components Light-emitting diode
IC manufacturing •Resistor (LED)
Wafer Fab • Capacitor CD/Disk
Packaging and Wafer • Inductor Printed circuit board
Probe Rectifier diode Connector
Photomask conductor
rack
Optoelectronic industry Electronic component 2 PC peripheral Network communication equipment
Monitor Motherboard Casing Modem
LCD Monitor Power supply Mouse Network card
Scanner Transformer Keyboard Communication
CD player Various interface module
cards Various interface
Chipset cards
Computer
Desktop computer
Notebooks
Industrial computer
Server
PDA
Cell phone
Digital camera
----- End of picture text -----
- (1) The upstream of the notebook industry covers a wide range of verticals: CPU, chipsets, GPU, memory modules, passive components, rectifier diodes, printed circuit boards, and connectors. As previously mentioned, the two CPU suppliers Intel and AMD and Nvidia with its next generation GPU will continue to set the trend of the function roadmap of notebooks in 2021. The specifications they define will still serve as the basis for other upstream players for product development. The trend and pricing of memory modules such as DDR4/DDR5/LPDDR4/LPDDR5 dies and GDDR6 dies, along with the product positioning of new CPU platform and GPU chips, will determine the final design and pricing of notebooks.
- (2) The midstream of the notebook industry also covers a wide range of verticals: displays, optical lens, cases, keyboards, power supplies, battery modules, interface cards, mainboards, wireless modules (e.g., Bluetooth and 802.11X), communications modules (e.g., 4G/LTE and 5G) and storage media (e.g., harddisks, SSD and eMMC). The pricing trend of key components such as LCD panels (high-resolution, 3D, wide viewing angles, curved screens, HDR), communications modules and battery modules will also affect the final design and pricing of notebooks.
- (3) The downstream manufacturers of notebooks include the vendors of system design, manufacturing and sales. The Company is a professional designer and manufacturer of notebooks. The notebook market according to target customers can be divided into OEM/ODM, EMS and clone segments. The OEM/ODM market is served by Quanta Computer Incorporated, Compal Electronics Inc., Wistron Corporation, Inventec Corporation, and Pegatron Corporation. These OEM/OEDM manufacturers account for over 80% of the global shipments and serve the top ten brands and a small number of regional channel brands. The EMS market consists of Foxconn, who also serves the global top ten brands. However, its order types and volumes are smaller than OEM/ODM manufacturers. Different from the nature of the aforementioned manufacturers, the Company’s notebook products are mainly sold to regional channels or local brands, and specialized in the Clone notebook channel market.
-
Product trends and competition:
-
(1) Development trend of notebook products
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a 、 Brand manufacturer, New Blue Ocean, turns to high-priced and high-margin e- sports notebooks
The research firm IDC estimates that the global shipment of e-sports notebooks increased by 12.1% year-over-year and totaled 12.25 million units in 2020, driven by the stay-at-home economy. The global shipment in 2021 is expected to exceed 13 million units, up 5%~8%.
b 、 Integrating AI, DLSS and RTRT makes e-sports applications hotter
In 2020, Nvidia articulated its forward-looking forecast of artificial intelligence and real-time-ray-tracing in computer graphics. Its Turing architecture is built upon the SM multi-core processors of the predecessor Volta and with builtin Tensor Core and the real-time-ray-tracing overhead. RTX Core GPU provides 8K real-time video coding capability and supports transmission interfaces such as USB Type-C and Nvidia’s newest developed VR interface standards VirtualLink. This is the first real-time-ray- tracing introduced in the evolution of GPUs. For the gaming market, Nvidia also uses deep learning super sampling (DLSS) to create finer images for gamers and CGs (character generators). Deep learning as a new method to enhance image quality for gaming enhances low-resolution images and blocky effects so that images are finer and more realistic.
In 2020, more than 29 games were launched by working with the Nvidia 4A Games development team. In 2021, a few dozens of games will be supporting real-time-ray-tracing and DLSS. With a number of most anticipated games coming to the market, the replacement demand for e-sports notebooks is set to rise.
c 、 The notebooks below 1.3 kilograms and less than 20mm in thickness will be the new trend in the market.
Many international market survey organizations find that there is a significant shift for e-sports and ultra-light and ultra-slim models in the notebook market since 2018. The ultra-light and ultra-slim models will gradually replace the heavy and thick mainstream notebooks. According to an IDC report, the global shipment of ultra-light and ultra-slim notebooks was 80.7 million units in 2019 and is expected to increase to 122 million units by 2024. In 2021, all the leading brands are launching notebooks less than 19mm in thickness and 1.3kg in weight. In addition to the ultra-light and ultra-slim model L14 of less than 1kg in 2019, we are planning to launch a series of ultra-light and ultra-slim models in 2021.
d 、 Creator laptops will become the next e-sports market.
Surveys show that 50% of users of gaming/entertainment notebooks install creative software such as Photoshop, AutoCAD or 3ds Max in addition to game playing. Another 15% of users do not have e-sports needs at all. They are forced to purchase pricy e-sports notebooks because their work require high performances and there are few alternatives. A market survey by Intel in early 2020 suggests that there are about 210 creators in the world. As digital contents have become the main source of information and entertainment, digital content creation has become the hottest industry. Graphics, audio/video editing and livestreaming are all part of digital content creation.
According to the report “We Are Social”, the number of channels on YouTube and Douyin has been rising fast in the pandemic. This signals the beginning of the golden era for creators. The Company has launched in 2020 a series of creator laptops in 14”, 15” and 17”, to meet the demand of the new era for digital content creation.
e 、 New system platform
The notebook platforms in 2021 are a step up from the previous generation in terms of performances. Standard notebooks, ultra-light and ultra-slim notebooks, two-in-one notebooks, notebooks with a smart voice assistant, integrated with AR/VR/MR/xR, real-time-ray-tracing, OLED/mini LED and HDR displays will also progress into the next stage. In addition to the 10 nm advanced semiconductor process design and manufacturing, the new generation of processors will increase the production capacity, and reduce the waste heat, exploding powerful
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computing performance and improving IC integration. CPU major manufacturers continue to lead the evolution of the system architecture, and promote the transformation of the notebook industry.
( a ) The new platform launched by Intel in 2021 is summarized as follows:
In 2021, Intel’s new generation platform for notebooks is Rocket Lake and Tiger Lake. The new generation of mobile platforms has significantly improved the performance of processor and graphics.
Rocket Lake S, built with USB 3.2 Gen1/2, Thunderbolt 3.0 Technology, Intel Turbo Boost 3.0, HDMI 2.0, Gigabit Wi-Fi 802.11ax(Wi-Fi 6), WiGig, Bluetooth 5.x, Intel® Wireless Display 6.x, SDXC 3.0 and Display Port 1.4. is primarily for high-end gaming notebooks. Tiger Lake equipped with USB 3.2 Gen1/2, Thunderbolt 4.0 Technology, Intel Turbo Boost 3.0, HDMI 2.0, Gigabit Wi-Fi 802.11ax(Wi-Fi 6/6E), WiGig, Bluetooth 5.x, Intel® Wireless Display 6.x, SDXC 3.0 and Display Port 1.4, can be used from entry models to high-end gaming notebooks, and two-in-one (detachable/convertible) notebooks. Tiger Lake comes in the H series and the U series. The Tiger Lake H series comes in the standard CPU+PCH platform, the same as Intel’s current architecture. It is a ten-core, eight-core, six-core, quad-core, or dual-core processor accompanied with a 500-series PCH (platform controller hub) and an Intel GPU. The Tiger Lake H series is suitable for high-end and high-performance notebooks. The Tiger Lake U series is the CPU+PCH packaged together to reduce the difficulty of connector patterns planning on PCB for notebooks. It also leaves more space and allows for larger capacity batteries to accommodate ultra-light and ultra-slim notebooks, tablets, and two-in-one (detachable/convertible) models to achieve low power consumption and long standbys.
( b ) The new platform launched by AMD in 2021 is summarized as follows:
AMD is planning to launch in 2021 the desktop CPU in the codename Vermeer based on 7 nm++ node. However, it remains in the AM4 socket with processors up to 16-cores. The other two chips in the codenames Cezanne and Lucienne are mobile APUs with SoC (system-on-a-chip) in design. As a limited upgrade from the previous generation of Ryzen APUs, they are still on 7 nm node and the Zen 2 architecture. However, the CPU and GPU performances are significantly better than the prior generation. Cezanne and Lucienne maintain the same FP6 packaging as Renoir APU; whilst Desktop Renoir APU is still in AM4 packaging.
Vermeer’s CPU is based on 7 nm+ node, Zen3 architecture and 12nm I/O next generation Ryzen 5000/Ryzen 5000X processors, with 16 cores and 32 threads and still in AM4 packaging. The IPC (Instruction-Per-Clock) of the new series of processors is 17% faster, operation per second (flops) 50% faster.
Both Cezanne and Lucienne exhibit better APU performance than the predecessor Renior. Cezanne APU is a combination of Zen 3 CPU cores for better performances and the built-in GPU, possibly the RDNA2 architecture with up to 8 cores and 16 threads. It comes with two options (15W U series and 45W H series) and an upgrade of the next generation Vega 7 graphic cores. In the first quarter of 2021, the company is planning to launch Ryzen 5000U and Ryzen 5000H APU. Ryzen 7 5800U will be based on 7 nm x86 processors. AMD has launched Dali APU for mobile devices of ultra-low power consumption. It is based on 12 nm node and Zen + architecture. GPU graphic core is also based on the Vega architecture (with a mini GPU composed on 3~4 CUs). Dali APU is primarily for entry models, all-in-ones and tablets by offering a lower watt and a lower pricing point.
f 、 Next-generation graphics chip processors
Nvidia is planning to launch in February and May 2021 the next generation GPUs on the Ampere architecture. Ampere is Nvidia’s new GPU architecture, with enhanced performances compared with the predecessor Turing. This new
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generation of gaming processors overcome many most complex challenges in visual processing such as ray tracing and raster graphics.
The Ampere architecture has replaced the blocks responsible for integer instructions under the Turing architecture into a dynamic switch to floating point operations (when necessary and triggered by the driver). This is how its floating point operations are twice as fast than the predecessor. Meanwhile, L1 cache capacity is 33% bigger. Bandwidth and cache blocks are also twice as big compared to the previous generation to enable large computing volumes. RT Core is at its second generation in the Ampere architecture, primarily with enhanced dynamic fuzzy effects in order to concurrently computing objects amid interactions between lights and objects. The overall dynamic fuzzy computing speed is eight times of the first generation of RT Core under the Turing architecture. Tensor Core is at its third generation in the Ampere architecture. Each core boasts twice the computing efficiency of the second generation of Tensor Core under the Turing architecture. This is why DLSS provides better performance for resolution enhancement and can easily scale to 8K with Wide Quad HD rendering images and DLSS running in the new AI model. The Ampere architecture processes the computing of rendering, light tracing and deep learning concurrently, to greatly boost the computing efficiency. Based on the official comparison charts, the performance is almost doubled under DSLL and 4K resolution - not only with RTX games, but also with games not supporting realtime-ray-tracing. The performance can also reach 1.6x under the WQHD resolution.
- (2) Competition of notebook products
According to 2020 Global Games Market Report published by the research firm Newzoo, the gaming market grew more than expected in 2020 amid lockdowns around the world. Limitations on social activities made people turn to gaming as the entertainment and ways to socialize with friends and family. Therefore, the revenue forecast for the global gaming market was significantly revised upward from US$159.3 billion to US$174.9 billion (up 19.6% year-over-year). The global revenues are forecasted to be US$189.3 billion in 2021 and US$217.9 billion in 2023. The CAGR is projected to be 9.4% from 2018 to 2023.
According to the research firm IDC, the replacement cycle is three to five years for consumer notebooks and commercial notebooks, two to three years for e-sports notebooks. The replacement cycles underpinning the growth momentum is driven by both software (anticipated games) and hardware such as GPUs and new processor architectures by Intel and AMD. The majority of e-sports buyers spend US$1,000~1,500 on each machine. This pricing point combined with the purchase of peripherals means each e-sports notebook is worth US$300~350 more compared with consumer notebooks. The research firm Newzoo estimates that hardware accounts for 20~25 % share of wallet in the gaming market. The global market for e-sports hardware was approximately US$67.2 billion in 2020 and is projected to exceed US$90 billion in 2023. The CAGR for e-sports notebooks is forecasted to reach 17.61% for 2018-2023, outperforming consumer notebooks and commercial notebooks. As a specialist in the design, manufacturing and assembly of e-sports notebooks over 30 years, the Company is expected to benefit from this trend.
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According to 2020 Global Games Market Report published by the research firm Newzoo, the market in Asia-Pacific regions is estimated to be US$84.3 billion in 2020, accounting for 48.2% of the global e-sports market. China is the world’s largest market, at a size of US$47.5 billion. The Company’s shipment of e-sports notebooks in China accounts for 40%~50% of total during the past three years. It is also the highest growing segment in our businesses. Outside China as the single market, the research firm Newzoo estimates that North America accounts for 25.6% (at US$32.9 billion) and Europe accounts for 18.8% (at US$44.7 billion) of the global gaming market. With a view to regional risk diversification, the Company started in 2020 to proactively develop clientele in North America and Europe and has achieved good results to date.
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(III) Technology and R&D Overview
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As of March 31, 2021, the Company’s R&D expenditures during the quarter totaled NT $136,759 (in thousands) or 2.9% of NB Business Unit’s revenues.
2019: NT$561,325 (in thousands) or 3.7% of NB Business Unit’s revenues. 2020: NT$547,461 (in thousands) or 3.4% of NB Business Unit’s revenues. The Company invests a considerable proportion of its funds in R&D each year. The research expenses have exceeded NT$500 million for the most recent year, indicating the Company’s efforts in the development of new products and the enhancement of production technology and product quality. The percentage of the models for which we have obtained R&D-based tax incentives has gone up during the past two years from 40% to 80% in 2019. This indicates significant improvement in our R&D effects
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Technologies or products successfully developed in 2020 and as of April 30, 2021 The Company’s product development in 2020 focused on technology, fashion and environmental protection. In addition to attractive look and feel, the Company continued its development of a new series of trendy models with high value added. Examples are wide color gamut (WCG) displays (NTSC >95%; 100% sRGB and DCI-P3>90%); wide viewing angle displays (e.g., IPS/AHVA); OLED/mini LED displays; 144Hz/165Hz/240Hz/300Hz/360Hz double frame rate (DFR); 10-finger touchscreen and high-resolution (4K/3K); eye tracking technology; AR/VR/MR/xR applications, voice assistants, and Gamma Pad. Innovatively develop new computer products to incorporate more commercial applications in the future, and add new high-yield product lines. Provide a complete product portfolio to meet the needs of consumers in different fields around the globe, and strive to develop more innovative and high-value products:
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(1)The Company’s R&D for new computer products continues to innovate in order to achieve energy efficiency and environmental protection. In addition to Energy Star 8.0 certification, our products also meet with multiple international environmental standards such as Restriction on Hazardous Substances (RoHS), Waste Electrical and Electronic Equipment (WEEE) and ErP (Energy-related Product). We strive to effectively reduce the generation and emission of toxin substances during the production process, in order to protect the environment and advocate green technology. The purpose is to allow consumers to identify the energy efficiency benefits of the products from energy labels on electronics or home appliances, so that greenhouse effects can be mitigated. Currently, the Company’s models meeting Energy Star 8.0 are as follows: -
X170SM-G; PB7Dx(-G) series; PB50Dx(-G) series, PC70Dx series, PC50Dx series, N960Sx series, NK70Sx series, NK60Sx series, NK50Sx series, NH7xDx series, NH5xDx series, NP5xDx series, NV4xMx series, L14xMU, NJ7xLU, NJ5xLU, NL5xLU, NJ5xGU and NL4xGUx, etc.
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(2)In the high-end gaming market, the Company cooperates with Intel for processors with enhanced performances. We also work with the GPU supplier Nvidia to accelerate product development and design timetable, in order to continue the creation of high-performance products catering to demanding gamers. -
X170SM-G(G-Sync): 17.3" 16:9 UHD (3840 x 2160) screen; equiped with Intel Comet Lake Refresh Core i9/i7/i5 10xxx processors; supporting Intel’s XTU Over-Clocking technology; GeForce RTX 2080 Super/2070 Super/2070/2060 graphic card; up to 128G DDR4 3200MHz (XMP compatible); up to four 4 SATA/PCIe SSDs for RAID 0/1/5.
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PB70Dx(G-Sync) and PB50Dx(G-Sync): 17.3”/15.6” 16:9 UHD (3840 x 2160) screen; equipped with Intel Comet Lake Core i9/i7/i5 10xxx processors; supporting Intel’s XTU Over-Clocking technology; GeForce RTX 2070 Super/2070/2060; up to 64G DDR4 3200MHz (XMP compatible); up to two PCIe SSD for RAID 0/1.
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PC70Dx(-D) and PC50Dx(-D): 17.3”/15.6” 16:9 UHD (3840 x 2160) screen;equipped with Intel Comet Lake Core i7/i5 10xxx processors; GeForce RTX 2080 Super/2070/2060 以及 GTX 1660Ti; up to 64G DDR4 3200MHz (XMP compatible) ; up to two PCIe SSD for RAID 0/1; supporting color calibration specifications to meet the needs of creators.
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(3)At the 2020 CES Virtual Link and Computex 2020 Link, the Company built on its commercial series in 2019 and launched a new lineup with advanced features in information security and protection. These notebooks support Intel vPro Technology, PTT or TPM 2.0, and come with fingerprint readers. This series include 15.6” N350Tx and 14” Nvidia GTX graphic cards NV40Mx(-D). -
N350TV: Business market-oriented products, 15.6” 16:9 FHD (1920x1080) display; equipped with Intel Coffee Lake Refresh Core i7/i5 8xxxT processors; Intel Graphics UHD 630 integrated graphics chips, compatible with dual channel 32G DDR4 2666MHz; Intel vPro Technology, PTT and TPM 2.0, fingerprint identification requirement, and supporting Microsoft's latest operating system Windows 10 RS4.
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N350TW: Business market-oriented products, 15.6" 16:9 FHD (1920x1080) displays equipped with Intel Coffee Lake Refresh Core i7/i5 8xxxT processors, and Intel Graphics UHD 630 integrated graphics chips, compatible with dual channel 32G DDR4 2666MHz memory, Intel PTT, TPM 2.0 and fingerprint identification requirements, and supporting Microsoft's latest operating system Windows 10 RS4.
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NV40Mx: catering to the needs of business users and creators (3D graphics and scientific research); 14” 16:9 UHD (3840 x 2160) screen; equipped with Intel Core i7/i5/i3 processors; Nvidia GTX 1650 Ti/1650Q graphic card; up to 64G DDR4 3200MHz; 17.6mm in thickness; supporting color calibration specifications to meet the needs of creators.
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(4)We have developed a full range of notebooks equipped with Intel Comet LakeS/H, Tiger Lake-U or Ice Lake-U processors, by integrating wireless communication 802.11x/WiGi, Bluetooth 5.x and LTE 4G/5G; HDMI 2.x; eSATA 3.0; Thunderbolt 3 and USB 3.2 Gen1/Gen2(Type A/C). Our notebooks combine the ultra-long-life batteries and super power efficiency in design and come with secure pads for fingerprint recognition. Hello Camera is optional for facial recognition. In sum, our notebooks are the mobile computing platform offering high-quality audio/video and supporting a wide range of external devices. -
Flagship e-sports notebooks: X170SM(G-Sync) series, PB70Dx series, PB50Dx series, PC70Dx series, and PC50Dx series, etc.
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Audio/video entertainment notebooks: NH5xAx series (AMD), N960Sx series, NK70Sx series, NK60Sx series, NK50Sx series, NH7xDx series, NH5xDx series, NP5xDx series, and NV40Mx, etc.
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Mainstream notebooks: NV40MZ, L14xMU, NS50MU, NJ70LU, NJ50LU, NL50LU, NL40LU1/LU2. etc.
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Business notebooks: N350TV, N350TW, NV40ME(-D), and NV40MB(-D), etc.
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Trendy and compact notebooks: NJ50GU, NL50GU, W51xGUx, NL50RU, and NR40BU, etc.
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(5)In 2021, the Company will continue working with processor suppliers such as Intel for its new series Rocket Lake, Tiger Lake, and Alder Lake platforms; with ADMD for Vermeer, Cezanne, Lucienne and Rembrandt platforms; and with Nvidia for next-generation dedicated graphic cards GN20 and GN20 Refresh, in order to expand product range and create superior multi-processing and graphic rendering. These models allow users to enjoy perfect 3D effects, at home and out and about
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for a variety of applications such as maps, online movies/videos, photos, games, music and TV shows. The Company provides unique solutions to meet a variety of advanced computing needs, such as superior graphics and imaging capabilities and large-scale screen options, to surpass the laptop computers offered by other manufacturers at the same price range, and provide a unique computing experience.
3. R&D plan in the future
( 1 ) Gaming and Entertainment NB computers
Gaming is the domain where tech companies showcase their R&D prowess. The Company has dedicated to this market for many years, accumulated substantial R&D strengths, and developed the most extensive models, from 15” to 17.3”, from single graphic cards to dual graphic cards, from single storage media to multiple storage media and high-speed RAID, to meet all the requirements of top gamers. The models developed by the Company rank first in the test evaluation, superior to many competitors. In 2021, the Company will step up investments and launch models equipped with nextgeneration processors from Intel and AMD and integrating Nvidia’s newest GPU for better performances. It is our goal to stay ahead of the game with products of higher specifications.
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Flagship gaming NB
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17.3” models: brand new flagship model X170KM-G and PC70Dx (Color Calibration) successor model
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15.6” models: PC50Dx (DDS and Color Calibration) successor model
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Home multimedia entertainment NB
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17.3” models: NK70Sx and NH7xDx successor model, and new NP7xDx series
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15.6” models: NK50Sx, NH5xDx, NH5xAx and NP5xDx successor model
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14” models: NV4xMx series successor model
( 2 ) Commercial NB
In 2021, the Company will deepen its efforts in the commercial product portfolio and increase the shipment percentage of commercial notebooks, in order to boost firmwide shipment volumes and revenues. As far as the model size is concerned, the focus will be on 14”, 15.6” and 17.3”.
- NV4xMx series, L140MU, NS50MU and NS70MU successor model
( 3 ) Mainstream NB
For the mainstream segment in 2021, the Company will continue with the launch of a full range of models equipped with Intel’s Tiger Lake H/U i9/i7/i5/i3 ten-core/eightcore/six-core/quad-core/dual-core, Pentium or Celeron processors, as well as AMD’s Rembrandt H/U and Barcelo U processors.
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17.3’’: NS70MU and NJ70LU successor model
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15.6’’: NS50MU, NJ50LU and NL50LU successor model
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14.1’’: NV4xMx, L14xMU and NL4xCUx successor model
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(4)Light, environmentally-friendly and energy-saving notebooks of small size
The new small-sized notebooks in 2021 will combine Intel’s high-performance dualcore Jasper Lake; DDR4 designed for low power consumption; Wi-Fi AC, Bluetooth and 4G LTE; and a variety of optional features such as Video Camera, in order to address a wider market.
NJ50GU, NL50GU, NL40GU and W517GU1 successor model
In 2021, the Company will invest more resources in the R&D of hardware and software and proactively cooperate with processor and GPU suppliers to meet the needs of different customer segments for a diversity of high-quality features and capitalize on market opportunities in the blue ocean market for notebook computers.
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( 5 ) 2021 R&D plans and expected expenses
| (NTD 1,000) | ||
|---|---|---|
| Item | R&D plan | 2021 expected expenses |
| Notebooks | Linelayout | 546,962 |
| Cost of safety standard |
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| Costofparts | ||
| Cost of components |
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| Othercost | ||
| Product test | ||
| Software design | ||
| Design outsourcing |
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(IV) Long-term and short-term business development plans
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Short-term business development plan
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(1) Strengthen cooperation with all customers, and provide comprehensive services in product planning, R&D, manufacturing, and after-sales services.
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(2) Meet the needs of customers with diversified products of high quality and small quantity, as well as provide customers with fast delivery and technical support, so that the source of customers can continue to grow steadily, and the market share of the Company in the Clone market will be increased.
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(3) Fully support the Mainland production base, increase production capacity, and reduce production costs.
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Long-term business development plan
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NB Business Division
According to the research institute Market Intelligence & Consulting Institute (MIC), the pandemic in 2020 squeezed the capacity of the supply chain of electronic products. As a result, the global notebook market experienced shortage of key components and batteries due to the development of electric vehicles, 5G, mining, and IoT (Internet-ofThings). The demand for notebooks saw explosive growth as a result of homeworking, long-distance teaching, and the stay-at-home economy, in mature markets, emerging markets or even less-developed regions. Even with the shortage of key components on the supply side, the demand for notebooks surged, in a stark contrast with the decline during prior years. Partly driven by the skyrocketing demand for Chromebook in the education market, the global shipment of notebooks in 2020 exceeded 202 million units again, up by 22.3% year-over-year.
Looking into 2021, the shift of the work mode for white-collars due to the pandemic is expected to last. Corporates benefit from the savings in operational expenses for office spaces and much higher efficiency of remote working, the commercial segment is likely to see continued demand. Meanwhile, the demand for long-distance education, i.e. the need for Chromebook and entry notebook models, will continue given the lagging behind of under-developed countries in vaccination compared with developed and developing countries. The continuing strength of the stay-at-home economy will bolster the demand for e-sports notebooks. At last but not least, the demand for ultra-slim and ultra-light notebooks has entered the explosive growth stage, pushed by the integration of artificial intelligence, DLSS and real-time-ray-tracing in the e-sports ecosystem, and the creator notebook market has stepped into the growth stage, the global shipment of notebooks is expected to reach 212 million units in 2021. To balance between shipment volumes and profits, the Company is targeting at a shipment of 1.75 million units in 2021, up by 15% year-over-year. The outlook for Notebook Business Group is optimistic for 2021.
CLEVO has years of experience in the design, manufacturing, distribution and services of notebook computers and has built a niche in the clone market. Without being distracted into the pursuit of rapid growth for sheer volumes, we focus on the
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development of products catering to customers’ needs and the creation of win-wins for CLEVO and customers in the blue ocean market. In 2021, the Company will continue to enhance its share in this market, achieve win-wins with customers, and strengthen No. 1 position in the clone notebook segment. .
China Distribution Business Group
The Chinese domestic demand is expected to continue expanding with COVID-19 under control and increasing vaccination. The 18 Buynow consumer electronics malls are capitalizing on the recovery of the consumer market in China by working with vendors and merchants. In addition, cost savings are continued. It is hoped that Buynow Malls will generate profits this year with rental incomes back to the normal level and increasing inflows of spenders. Chicony Square, 30% owned by the Company,witnessed its 1Q revenue in 2021 up by 1.5x year-over-year, due to pentup demand after COVID-19 under control.
The group continues to keep an eye on the inventory and operational efficiency of assets in China by carefully evaluating the operating efficiency and opportunity of each store. Proactive adjustments are continued with underperforming malls. Deleveraging is in progress to adjust the financial structure and push for transformation, in order to maximize the interest for the group. The commercial property projects are seeing an increase of viewers and expecting to grow revenues by folds. The sales target is CNY 300 million this year.
II. Overview of the Market and Production and Sales :
(I) Market Analysis
- Territory of major products
The Company focuses on sales in the channel market mainly for export. The export regions for the past three years are as follows:
regions for the past three years are as follows: |
regions for the past three years are as follows: |
regions for the past three years are as follows: |
regions for the past three years are as follows: |
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| Unit: %/thousand units Region 2018 2019 2020 Europe 20.31% 15.94% 25.11% America 8.61% 6.76% 6.23% Asia Pacific (including domestic sales) 33.67% 26.01% 35.39% China 37.41% 51.29% 33.27% Total (thousand units) 1,282 1,405 1,518 |
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| Region | 2018 | 2019 | 2020 |
| Europe | 20.31% | 15.94% | 25.11% |
| America | 8.61% | 6.76% | 6.23% |
| Asia Pacific (including domestic sales) |
33.67% |
26.01% | 35.39% |
| China | 37.41% | 51.29% | 33.27% |
| Total (thousand units) |
1,282 |
1,405 | 1,518 |
Despite the COVID-19 impact, the sales in the European market in 2020 hit a threeyear record high and accounted for 25.11% of total shipments due to drastic change in the work mode of white-collars and explosive demand in the education market. The Americans market has been primarly supported by blue-ocean customers in the mature market of North America over recent years. The orders were stable in this segment, not affected by the pandemic. However, the tender market in Central and South America was impacted by COVID-19 and unstable last year. It was not possible to increase the percentage of our shipments to this market. Despite the pandemic in Asia Pacific in 2020, the shipment to this market was 35.39%, a record high level, of the total, due to stable economies in Southeast Asia and South Asia and steady demand for e-sports notebooks in Japan and South Korea. The percentage of shipments to the China market dropped to 33.27% of the total in 2020, primarily due to our focus on both volumes and prices and a strategic approach in taking orders due to component shortage. As far the Company is concerned, a balanced regional development is extremely important. In 2021, the Company will continue to develop the emerging markets in Asia Pacific and Latin America. For the markets with developed footprint, particularly in Southeast Asia and Africa, we will seek proactive expansion and adjustment in quality and quantity. Sales strategy will be modified to balance regional distributions and reduce the
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overconcentration risk in any single market.
- Market shares
The research firm IDC estimates the global shipment of notebooks in 2020 (including Chromebook but excluding tablets and two-in-ones) was 202 million units. As far as the clone market is concerned, foreign broker reports indicate that the global market size in 2020 was 16.8 million units. The Company shipped 1.52 million units in 2019, accounting for 9.1% of the clone market. We remain the No. 1 player in the regional brand market. 3. Future Market Supply and Demand, and Future Growth
The demand for commercial notebooks and Chromebook is expected to continue growing in 2021, as different companies roll out and complete vaccination programs, the negative impact of the China-US trade war tapers off, the work style of white-collars has drastically changed due to COVID-19, and the demand for long-distance education continues to explode. Meanwhile, another wave of the replacement demand is in the cards for e-sports notebooks with the launch of new platforms by Intel and AMD the next-generation Ampere GPU by Nvidia with the integration of artificial intelligence, DLSS and real-time-ray-tracing. The pandemic accelerated the trajectory of ultra-light and ultra-slim notebooks over the past two years from early growth to explosive growth. Finally, the creator notebook segment has entered the rapid growth stage. The research firm IDC forecasts the global shipment to be 212 million units in 2021, up by 5.3% yearover-year. To balance between shipment volumes and profits, the Company is targeting at a shipment of 1.75 million units in 2021, up by 15% year-over-year.
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Competitive Niche, Favorable and Unfavorable Factors in Future Development, and Response Measures
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A. Competitive Niche
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(1) In terms of products, unlike other manufacturers, the Company strives to implement cost-effectiveness and provide customers with the affordable products of best performance, making the Company’s products more competitive in the market. In line with the market demand for differentiated products, the Company provides a more flexible and efficient production management model, and meets customer needs with small-scale, diverse and customized production, and fast delivery, making distributors more competitive in the market.
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(2) In terms of technology, the Company emphasizes extraordinary core technology, keeps up with the current and future market trends, by providing a series of products with the best system performance, the best mobile and wireless access functions, and integrating application of the Internet and the digital home.
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(3) In terms of manufacturing, the Company provides a more flexible and efficient production management mode by small-scale but diverse production, and offering more flexible choices to customers so as to gain better market competitiveness.
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(4) In terms of services, the Company has service bases in key areas where customers are located around the world. In addition to providing customers with services quickly, it also uses local resources to provide market-oriented and value-added services to meet customer needs.
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B. Advantages
- (1) The notebook industry’s outlook is promising, with continued growth expected for 2021.
A severe decline of the personal computer market was originally anticipated for 2020 due to the global economic recession. However, the impact of COVID-19 has triggered the following four changes to the personal computer industry:
1. The demand for desktops continues to decline, with notebooks accounting for more than 70% of the personal computer market.
2. The demand for commercial notebooks surged due to better-than-expected efficiency of homeworking.
3. The demand for Chromebook exploded given the rise of long-distance education.
4. The demand for gaming and creator notebooks soared as a result of the booming stay-at-home economy.
With the continued growth of the e-sports and creator segment, ultra-slim and ultralight notebooks entering the rapid growth period and the demand for commercial
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notebooks and Chromebook rising at the same time, the global market for notebooks posted a 22.3% growth in 2020 after a few years of depression.
The shortage of key components continues into 2021. The addition of semiconductor capacities cannot be achieved over a short time period and even the shift in capacities take at least six months, to meet the demand from game consoles, automobiles, 5G, IoT (Internet-of-Things) and personal computers. This means the demand from notebooks in 2021 cannot be fully satisfied due to supply-side crowdout effects. That said, the global notebook market will remain robust given the combination of the pent-up demand and the increment demand. IDC forecasts over 200 million units in shipment for two consecutive years.
In 2021, the Company prioritizes gross profitability over shipment volumes, with continued and strict control over cost and a balancing act between profits and customers’ needs. The four products under the high-margin strategy are ultra-light and ultra-slim notebooks; mid-to-high-end gaming notebooks; commercial notebooks; and creator notebooks. In 2021, the Company will introduce high-performance flagship gaming models with new platforms launched by Intel and AMD, Nvidia’s dedicated graphic cards with the newest transmission interfaces, high resolutions (HDR 4.0), DX 12 compatibility, and integration of artificial intelligence, DLSS and real-time-ray-tracing. We will also offer commercial notebooks with an emphasis on security and protection to meet the replacement requirement in the mature market and the demand from government agencies and SMEs (small-and-medium enterprises) in emerging markets. To address the demand from government buyers and consumers in the emerging market, the Company is planning to launch a series of mainstream models for the mass market. We will also offer ultra-light and ultraslim notebooks with long standbys, quick boots, and high graphic performances. Our product portfolio will also include ultra-light models (below 1kg) with a compact size, high mobility, long standbys, and wireless connectivity anytime and anywhere, to satisfy the needs of digital content creators in audio/video post-production, model making, photo-editing with artificial intelligence. This full-series will support 100% sRGB color gamut, color accuracy at Delta E<2 and Pantone Validated in color calibration.
(2) Product strategy is correct
The Company’s marketing strategy is to provide high-quality and multi-function notebooks. Therefore, it attaches great importance to research and development. It plans to cultivate technical R&D talents, and continues to develop new products and reduce costs in research and development to make products more competitive.
(3) Complete marketing channel network The Company’s products are exported to China, Europe, the United States and Canada, Latin America, Middle East and the Asia-Pacific region. Due to the scattered market customer base, the Company is not affected by changes in orders placed by single customers or regional economic downturn, exposed to limited operational risks.
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(4) Improve service centers There are maintenance centers in significant customer areas, by which we can
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grasp the market conditions in addition to providing perfect after-sales services.
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C. Disadvantages and Response Measures
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(1) Disadvantages:
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a. Brand manufacturers continue to squeeze distribution channels, and regional market space
Over the past years, there have been alliances, acquisitions, privatizations, restructurings and spin-offs among top ten brands. Korean brands exited and subsequently re-entered the market. Emerging Chinese handset brands such as Huawei and Xiaomi made a foray into the ultra-light and ultra-slim notebook market. Meanwhile, international brands have been acquiring large regional or clone brands during recent years, to grab market shares. As a result, the market competition has intensified. The shipment of regional and clone brands has been on a decline for five consecutive yeas since 2016 and is expected to be squeezed further in 2021 with
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international brands upping their game.
- b. The dilemma between order concentration and low gross margin
As the international brand manufacturers fight for the market share in the mature markets, the new market demand of emerging markets, and market share of the regional and channel brands, the brand manufacturers’ strategies for OEM orders have drastic changes during the process of fighting for market share. The brand manufacturers have gradually entrusted the assembly of low-end computers to Chinese manufacturers such as Tongfang, Baolongda and Sanno. This has caused Taiwan’s five OEM manufacturers to actively transform to cloud computing, Internet of Things, artificial intelligence, assembly of wearable devices and xR devices to reduce their manufacturing ratio of notebook OEM, due to their loss and redistribution of orders. At present, the Taiwanese OEM manufacturers still need to accept customers' low-price competition strategies in order to generate the production capacity. Due to the continuous rise in labor costs in Mainland China in recent years, the acute fluctuations of the RMB and the shortage of demand for some key components caused by the demand of other industries, brand manufacturers have to make choices in respect of the growth of shipments, the increase in market shares and profitability. OEMs are faced with a trade-off between capacity utilization, revenue growth and gross margin growth, making a tougher operating environment. While first-tier OEMs are faced with severe pressure, the business environment for second-tier OEMs is also quite challenging.
c. Brand manufacturers turn to high-priced and high-margin e-sports notebooks
According to the report by the research firm IDC, the replacement cycle of e- sports notebooks will underpin the growth of global brands. This market segment is driven by e-sports events, new graphic cards and Intel processors and architectures. According to the e-sports report issued by the research firm Newzoo, hardware accounts for c. 25% of the gaming market value. The global market for e-sports hardware was about US$46 billion in 2020 and is forecasted to exceed US$50 billion in 2021. The CAGR is projected to be 12.7% for 2018-2023. In sum, the e- sports segment outperforms the mainstream market whose market size is set to shrink over the same period. Most e-sports buyers spend US$800~1,200 on each machine. This pricing point combined with the purchase of peripherals means each e-sports notebook is worth US$400 more compared with standard notebooks. This is why the global top ten brands continue to increase R&D on this high- unit-priced and highmargin segment to boost profits and product differentiation.
-
(2) Response Measures:
-
a. Adjust strategies for taking orders
The work mode has changed signficantly around the world amid the pandemic. Even with the pandemic gradually under control with vaccinations in different countries, remote and flexible working is gaining popularity with white-collars. A study by Ericsson ConsumerLab indicates that due to COVID-19, 70% of the businesses have embarked on virtualization (cloud, remote working and no physical offices). It is also generally believed that remote and flexible working reduces energy consumption and carbon reductions and enhances corporate efficiency. As many as 60% of decision-makers are pleased with the cost reduction brought by remote working. To start with, the personal computer industry has gone through dramatic changes. Meanwhile, electric vehicles and 5G suppliers reduced or canceled orders based on wrong judgement about the COVID-19 impact. This resulted in severe supply shortage as the whole supply chain of electronic products had lowered capital expenditures and cut back on manpower requirements. The moment the pent-up demand emerged with the pandemic under control, the supply of key components for notebooks was squeezed and the prices of such components have gone up. The components shortage is expected to be improved in the third quarter of 2021 with adjustment of semiconductor capacities. In addition, cut-throat price competition will last, with Chinese OEMs slashing prices for orders and price competition among international personal computer brands. The fight for business in the regional markets in 2021 is set to intensify. It is a balancing act for the Company between shipment volumes and gross profits. In contrast with Chinese OEMs who cut
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prices for orders and Taiwanese OEMs who prioritize capacity utilization due to still a high percentage of outsourcing orders, we will focus on gross margin maintenance by selecting orders of high unit prices or high profits.
- b. Adjust the proportion of high-end products
The Company seeks to meet the replacement demand from large corporates in mature markets as well as the orders from government agencies and SMEs (smalland-medium enterprises) in emerging markets. In addition, the Company has launched e-sports models for this steadily growing market and continued to plan for products over recent years in the commercial segment, gaming segment and creator segment where unit prices and gross profits are higher. With strict control over cost and pursuit of gross profits, we manage the shipment percentage of lowpriced notebooks shipped and continue to development commercial models to boost the firm-wide revenues and gross margin for 2021.
-
c. Continue to reduce costs, and continue competitive advantage
-
Under the intense competition from the domestic and international competitors, the Company not only has to design differentiable products, but also has to reduce the production cost. Firstly, R&D personnel are required to design products with the best cost structure, control the high quality and high efficiency, and further improve the yield from the existing manufacturing process to achieve cost reduction.
-
d. Control quality of components
In the external control, ensure the stability of the components to reduce the manufacturing defect rate and improve the quality of products.
-
e. Improve production efficiency
-
The Company introduced 6 Sigma quality improvement methods to improve production efficiency and manufacturing yield.
-
f. Innovative products are developed for different markets and customer needs, market differentiation is promoted, and affordable products of best performance are provided to customers. Different from other manufacturers, the Company’s products have more competitive advantages in the market.
-
g. In line with the market demand for differentiated products, the Company provides a more flexible and efficient production management model, and meets customer needs with small-scale, diverse and customized production, and fast delivery, making distributors more competitive in the market.
● China Distribution Business Group:
CLEVO founded Buynow Malls in China in 1998. Twenty-three years on, we currently own 31 commercial properties in China, all in prime locations. For years, Buynow Malls have been making constant adjustments in order to create an innovative shopping environment and atmosphere, with a focus on contents and services and increase of entertainment and restaurant options. To minimize the impact of ecommerce on brick-and-mortar, Buynow Malls work with ecommerce companies and integrating online and offline to capitalize on business opportunities online.
The consumer market in China was affected by COVID-19 in 2020. Sales of social retail goods were close to CNY 40 trillion. Although the annual number declined, the growth turned positive in the third quarter and up 4.6% during the fourth quarter. The Chinese domestic demand is expected to continue expanding with COVID-19 under control and increasing vaccination. Currently, 18 Buynow Malls combine six elements: technology, intelligence, fashion, creativity, fun and experience and introduce 5G and Big Data to create a consumers-oriented plaza of people, products and stores. Buynow Malls are a specialist technology plaza offering online-offline multichannel convergence and a one-stop shopping experience. In addition to working with vendors and merchants to capitalize on the recovery of the consumer market in China, Buynow Malls are also continue to reduce costs. To maintain the dominance in the tech and smart shopping center market in China, Buynow Malls have initiated the following important initiatives:
(1) Continue to optimize shopping malls, and improve BUYNOW brand strength:
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The introduction of the new retail model continues, with a focus on “experience economy” through the creation of an innovative shopping environment and an extensive menu of services. A diversity of ideas and offers are planned, to link front-end sales with back-end maintenance and to break the mold of traditional high-tech product retailers. The purpose is to attract shoppers by providing highend services and enhance the stickiness of physical stores. These malls have planned a space for Talk Talk Forum and Buynow Care and cooperated with e- commerce companies to integrate online and offline business and grasp a share of wallet from online. Moreover, the services provided in these malls are able to fulfill all of consumers' shopping needs, which in turn further enhances the value of the malls.
The malls continue to adjust and transform. Our own brand J-Spot Smart Living Mall emphasizes both the contents and services. In addition to Buynow Malls’ resources,JSpot began in 2020 its expansion program by setting up stores in third-party highend malls. By strategic alliances with other sectors and deepening the vertical B2B cooperation, J-Spot brings in professional sales and marketing with both depth and breadth in order to develop a new market for the brand.
(2) O2O two-way interaction among stream of people: Buynow has been adjusting the operational structure of its malls during recent years by creating an innovative shopping environment and atmosphere, emphasizing contents and services, adding entertainment offerings and restaurants, and providing nation-wide coverage of computer repair services and memberships. We hope consumers enjoy one-stop shopping and have fun in this new style of shopping. By integrating multiple online and offline channels and leveraging the marketing strengths of physical distributions and ecommerce marketing, we seek to capitalize on the recovery of the consumer market in China.
- (3) Industry-University Cooperation Program:
The Company signs a letter of intent for industry-university cooperation with NTU, NCCU, NCKU, and NTUT every year. In addition to providing Buynow Mall as a platform for research results to be published by the teachers and students of NTUT in the future, we also provide internship opportunities for talents, allowing postgraduates and doctoral students to work as interns for the Company’s Buynow Malls, so as to connect Taiwan talents with the world, open another door for Taiwan's technical field, and pave a new way out.
- (4) Business real estate management for revitalization of assets
We actively adjust the operating strategy for the commercial malls by selling the stores or leasing the entire building with low operating performance to increase cash inflow. After the revitalization of assets and removing the burden, the overall growth of operating profit is expected to be more significant.
-
Impact of the external competitive environment, regulatory environment and overall business environment:
-
(1) All departments and legal offices of the Company will at all times pay attention to the changes in important policies and legal environment at home and abroad, and take appropriate measures to revise the Articles of Association and the related measures in accordance with the requirements of the competent authorities, and the operational needs of the Company.
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-
(2) Based on the demand for energy conservation and environmental protection, the Company continues to develop new energy-saving products by dint of energysaving innovative technologies, effectively reducing the generation and emission of toxic substances in the production process, and promoting environmental protection and green technology.
-
(3) The pandemic has sweeping effects on the global economy. As a result, central banks around the world have become increasingly proactive in implementing economic stimulus measures. In addition,a new economy is emerging, driven by massive growth of online shopping, online education and homeworking as the new norm. Digital transformation and artificial intelligence continue to gather momentum. As countries around the world implemented anti-COVID measures and began the mass inoculation programs, the pandemic began to ease off. The world seems to be gradually entering the post-COVID era. The International Monetary Fund (IMF) forecasts the global economic growth will turn positive and expand by 5.5% in 2021. However, current vaccine shortage and potential virus mutations remain the biggest hurdle to the global economic recovery. The demand for notebooks during the pandemic has become a shift in lifestyle such as remote working. The market anticipates the demand for notebooks and peripherals to continue for a while, even with COVID-19 under control.
-
(4) To fully uncover the potential of the domestic consumer market and expand the demand and private consumption, the Chinese government continues o promote Internet+ in 2021, by further integrating online and offline and developing new business models. The purpose is to gradually boost spending and improve the consumption environment, so that consumers will be able and willing to spend. This is expected to increase the domestic demand and accelerate the economic growth. Currently, BUYNOW consumer electronics malls are the most professional and the largest physical channel in China for smart technology and Internet-of-Things (IoT). A total of seven product categories are offered: new and high tech; smart wearables; audio/video; smart living; creative digital; e-sports notebooks & peripherals; and smart toys. The Company will continue to specialize on these products by introducing 5G and Big Data and serving as the best platform to bridge smart tech and consumers.
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(II) Main Application and Production Procedures of Main Products
- Important Applications of Major Products:
Processing, transmission, management and application of materials, documents, files and audio and video multimedia.
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- Production and manufacturing process of key products
(III) Supply Status of Main Materials
The main raw materials for notebooks include LCD, CPU, HDD, DRAM, DVD, PCB, BATTERY, etc. The main suppliers of the Company come from the United States, Japan, South Korea and Taiwan, and the supply situation is good.
118
-
(IV) Names of customers who contributed to more than 10% of total purchase (sales) amount in one of the most recent two years, and the corresponding purchase (sales) amounts and percentages, as well as reasons for changes (if applicable):
-
In the last two years, the list of suppliers who accounted for more than 10% of the total purchase amount of the Company: No such suppliers in 2019 to Q1 of 2021.
-
In the last two years, the list of customers who accounted for more than 10% of the total sales of the Company:
Unit: NTD 1,000
| 2019 | 2019 | 2019 | 2019 | 2020 | 2020 | 2020 | 2020 | As of the end of the first quarter in 2021 (Note 3) | As of the end of the first quarter in 2021 (Note 3) | As of the end of the first quarter in 2021 (Note 3) | As of the end of the first quarter in 2021 (Note 3) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Company name |
Amount | Ratio to the net sales of the entire year (%) |
Relationship with the issuer |
Company name |
Amount | Ratio to the net sales of the entire year (%) |
Relationship with the issuer |
Company name |
Amount | Ratio to the net sales up to the last quarter of the current year (%) |
Relationship with the issuer |
| 1 | Customer A | 4,785,403 | 21.85% | None | Customer A | 2,831,723 | 13.99% | None |
Customer A | 796,906 | 14.22% | None |
| 2 | Customer B | 2,227,798 | 11.01% | None |
||||||||
| 3 | Others | 17,115,259 | 78.15% | Others | 15,179,425 | 75.00% | Others | 4,807,023 | 85.78% | |||
| Total4 | Net sales | 21,900,662 | 100% | Net sales | 20,238,946 | 100% | Net sales | 5,603,929 | 100% |
Note 1: Customers A and B are the Company's key customers in the PAN Asia Pacific region.
Note 2: Names of the customers accounting for at least 10% of total sales during the most recent two years, amounts and percentages of sales to these customers. However, customers may be indicated in codes if contracts prohibit the disclosure of customer names or the counterparties are non-related natural persons.
Note 3: As of the date of publication of the annual report, if the financial information of the most recent year has been verified by a certified accountant or reviewed by an accountant, for companies that are listed or whose stocks have been traded in the business premises of securities firms, such information should be disclosed.
(V) Table of Production Value and Volume in the Most Recent Two Years:
| Unit: NTD 1,00 | Unit: NTD 1,00 | Unit: NTD 1,00 | Unit: NTD 1,00 | Unit: NTD 1,00 | Unit: NTD 1,00 | |
|---|---|---|---|---|---|---|
| Year Volume and value Principalproducts |
2019 | 2020 | ||||
| Production capacity (unit) |
Production volume (unit) |
Production value | Production capacity (unit) |
Production volume (unit) |
Production value | |
| Notebooks | 2,000,000 | 1,388,117 | 13,675,576 | 2,000,000 | 1,511,566 | 13,986,068 |
| Total | 2,000,000 | 1,388,117 | 13,675,576 | 2,000,000 | 1,511,566 | 13,986,068 |
(VI) Table of Sales Value in the Most Recent Two Years:
Unit: NTD 1,000
| Year Sales volume and value Principalproducts |
2019 | 2019 | 2019 | 2019 | 2020 | 2020 | 2020 | 2020 |
|---|---|---|---|---|---|---|---|---|
| Volume and value of domestic sales |
Volume and value of export sales |
Volume and value of domestic sales |
Volume and value of export sales |
|||||
| Volume | Value | Volume | Value | Volume | Value |
Volume | Value | |
| Notebooks | 68 | 1,026 |
1,404,807 |
11,531,329 |
157 | 1,825 | 1,518,094 |
10,924,517 |
| Others | 6,293 | 3,833,898 | 9,399 | 5,273,350 | ||||
| Total | 7,319 | 15,365,227 | 11,224 | 16,197,867 | ||||
| Rental income from Buynow Malls |
2,970,488 | 2,425,737 |
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| Income from sales of buildings related to BuynowMalls |
2,596,326 | 837,973 |
|---|---|---|
| Hotel revenue | 92,901 | 55,530 |
| Others | 864,385 | 707,075 |
III. Information on employees in the most recent two years up to the date of publication of this annual report:
| Year | Year | 2019 | 2019 | 2020 | 2020 | From the current fiscal year upto 4/30 |
From the current fiscal year upto 4/30 |
|---|---|---|---|---|---|---|---|
| The Company |
Group | The Company |
Group | The Company |
Group | ||
| Number of employees |
Office clerks |
660 | 1,613 | 618 | 1,456 | 611 | 1,486 |
Technical personnel |
0 | 0 | 0 | 0 | 0 | 0 | |
| Operators | 0 | 973 | 0 | 984 | 0 | 1,068 | |
| Total | 660 | 2,586 | 618 | 2,440 | 611 | 2,554 | |
| Average age | 43.53 | 31.55 | 44.29 | 33.64 | 44.38 | 33.41 | |
| Average years of service |
11.16 | 3.78 | 11.09 | 4.56 | 12.13 | 3.88 | |
| Degree Distribution |
Doctor | 0.30% | 0.00% | 0.16% | 0.00% | 0.16% | 0.00% |
| Master | 19.55% | 0.35% | 18.61% | 0.25% | 18.33% | 0.28% | |
| Junior college |
74.85% | 47.84% | 76.06% | 45.74% | 76.76% | 47.99% | |
Senior high school |
4.39% |
49.50% | 4.85% | 50.94% | 4.42% | 49.57% | |
| Below senior high school |
0.91% |
2.31% | 0.32% | 3.07% | 0.33% | 2.16% | |
| Total | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% |
IV. Environmental Protection Expenditure:
-
(I) The Company has not been involved in any pollution disputes in the most recent year and up to the date of publication of the annual report.
-
(II) During the most recent year and as of the print date of the annual report, the Company did not incur losses due to environmental pollutions (including damages and regulatory breaches according to environmental protection audits).
-
(III) No pollution has been caused in the production process of the Company, and there are no estimated major environmental capital expenditures for the next two years.
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V. Labor Relations:
(I) The existing significant labor agreements and performance thereof
| Item | Contents |
|---|---|
| Employee welfare policies and measures |
1. Welfare measures directly taken by the Company:A. Subscription of shares by employees: If the Company increases capital out of cash, 10% to 15% of the capital shall be retained by the Company for subscription of shares by employees in accordance with the Company Act, so that employees participate in the operations, and labor and management become one. B. Labor insurance: Employees are covered by labor insurance from the date of employment. C. National Health Insurance: Employees are covered by national health insurance from the date of employment. D. Group Insurance: Employees are covered by group insurance (including life insurance, and accident insurance , cancer insurance, hospitalization, medical insurance, etc.) from the date of employment. Such insurance extends to their spouses and children. E. Regular health examination: External medical institutions are engaged to provide healthcare for employees, on a regular basis, the Company has increased the subsidy for supervisors to go through health examinations at special hospitals, to ensure the physical and mental health of employees. F. Set up a staff restaurant to provide meals , provide free overtime dinner. . G. Employees may apply for gifts or grants for marriage, funeral, happy events, and celebration. H. Training Courses: In line with the Company’s long-term development, the Company provides an open and diverse learning environment, and organizes various training and workshops. Employees can continuously improve themselves through internal and external training, reading clubs, on-line learning websites and other resources. At the same time, plans for system of position, grades, work rotation, full-time assignment and overseas expatriation combine the life and careers of employees, so that they may enjoy the joy of growth and their functional qualities can be improved. 2. Welfare measures taken by the Company’s Employee Welfare Committee (referred to as the“Welfare Committee”): The welfare funds are derived from 0.6‰ of the Company’s monthly operating revenue, and used for employee welfare activities. The major welfare measures are as follows: A. Tourism activities: The Welfare Committee plans and organizes various domestic and international trips funded in whole or in part during holidays. B. Club Activities: for the relaxation of body and mind, employees may set up various clubs, such as billiard club, badminton club, etc., subsidized by the Welfare Committee, with special competitions or activities funded separately. C. Festival activities: Gifts or cash gifts are given to employees for Labor Day, Dragon Boat Festival, Mid-Autumn Festival and other festivals. Year-end banquets and lucky draw activities are organized at the end of each year. D. Arrange employees to dine together from time to time. E. Birthday parties: Throw a birthday party every month and give gifts to celebrate the birthday(s) of employee(s). F. Employees may purchase the Company’s products at a special price. G. Discounts are available for employees to purchase products from specific manufacturers. 3. Bonuses for employees:According to the provisions of Article 26 of the Articles of Association of the Company, for any balance calculated by deducting the income taxes paid in accordance with the law, and the losses covered for the previous years from earnings on final accounts, 10% of the balance shall be set aside as statutory surplus reserves, plus a provision for or reversal of special surplus reserves . If there is balance, 5%-15% of the balance shall be set aside as employee bonuses. 4. Retirement system: The Company makes a provision for pensions according to law and the retirementregulations onamonthly basis. |
| Protection of employee rights and benefits |
The rights and interests of employees, such as salary, assessment, promotion, welfare, gender equality and work rules, are posted on the Intranet, and available for inquiry by employees at any time. |
| Labor disputes |
The Company has suffered no losses as a result of labor disputes in the most recent year and up to the date ofpublicationof the annual report. |
| Performance | The Company adherestothe conceptof “laborandmanagementunited as one,"and“coexistence and |
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| Item | Contents |
|---|---|
| of Social Responsibility |
common prosperity," and focuses on rationalized and humanized management, establishing a smooth communication channel in an “open and honest manner," maintaining good relationship between the employer and employees to jointly create productivity, shares profits, and establish stable and harmonious labor relationship. In recent years, the Company has always adhered to the principle of “fairness and justice” and “reasonable and legal," and communicated and coordinated with employees by giving consideration to reason and sense. Therefore, the Company has never suffered losses due to labor disputes in the past three years, and has jointly worked with employees for professional development and labor welfare. The Company has appointed medical staff, and holds lectures on safety and health education, and physicalandmental healthonaregularbasisto protectemployees'physicalandmental health. |
| Specific improvement measures compared with the previous year |
The Company has appointed two additional medical staff, and holds lectures on safety and health education, and physical and mental health on a regular basis to protect employees' physical and mental health. The Company provides bank-specific services every week, in case it is inconvenient for colleagues to go out. The Company has increased the group insurance coverage to maintain employees' physical and mental health. The Company has raised the amount of subsidies for health examinations for the benefit of supervisors to maintain their physical and mental health. The Company has put a high-quality coffee machine for free in the atrium to provide physical and mental relaxation for colleagues after work. The Company has U-bikes in place next to the arcade to increase the convenience of commuting to and fromworkby employees. |
| Retirement System |
The Company complies with the provisions of the Regulations of the Ministry of the Interior Governing Labor Retirement Reserves and Retirement Management. Ratio ofprovision:6% |
| Other significant agreements |
Agreements for labor disputes The Company adheres to the concept of “labor and management united as one," and “coexistence and common prosperity," and focuses on rationalized and humanized management, establishing a smooth communication channel in an “open and honest manner," maintaining good relationship between the employer and employees to jointly create productivity, shares profits, and establish stable and harmonious labor relationship. In recent years, the Company has always adhered to the principle of “fairness and justice” and “reasonable and legal," and communicated and coordinated with employees by giving consideration to reason and sense. Therefore, the Company has never suffered losses due to labor disputes in the past three years, and has jointly worked with employees for professional developmentandlaborwelfare. |
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| Item | Contents | Contents | Contents | Contents | Contents | |
|---|---|---|---|---|---|---|
| Advanced studies and training courses |
In line with the Company’s long-term development, the Company provides an open and diverse learning environment, and organizes various training and workshops. Employees can continuously improve themselves through internal and external training, reading clubs, on-line learning websites and other resources. At the same time, plans for system of position, grades, work rotation, full-time assignment and overseas expatriation combine the life and careers of employees, so that they may enjoy the joy of growth and their functional qualities can be improved. The Company’s training and education results in 2020 are summarized in the table below: Type of courses Number of trainees Number of classes Total hours Total costs Professional knowledge 4,133 80 4,722.0 82,628 Labor safety and health 665 29 903.7 28,148 Orientation training 60 1 600.0 0 Training in computer skills 229 12 366.5 0 Management training 829 32 1,318.5 116,429 Language training 0 0 0.0 0 Lectures/activities 163 3 256.0 0 Total 6,079 157 8,166.7 227,205 |
|||||
| Type of courses | Number of trainees |
Number of classes |
Total hours | Total costs | ||
| Professional knowledge |
4,133 | 80 |
4,722.0 |
82,628 |
||
| Labor safety and health |
665 |
29 |
903.7 |
28,148 |
||
| Orientation training |
60 | 1 |
600.0 |
0 |
||
| Training in computer skills |
229 | 12 |
366.5 |
0 |
||
| Management training |
829 | 32 |
1,318.5 |
116,429 |
||
| Language training |
0 | 0 |
0.0 |
0 |
||
| Lectures/activities | 163 |
3 |
256.0 |
0 |
||
| Total | 6,079 | 157 |
8,166.7 |
227,205 |
(II) The Company has suffered no losses as a result of labor disputes in the most recent year and up to the date of publication of the annual report.
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VI. Important Contracts:
As of the print date of the annual report, the important contracts remaining in force are as follows:
| VI. Important Contracts: As of the print date of the annual report, the important contracts remaining in force are as follows: |
VI. Important Contracts: As of the print date of the annual report, the important contracts remaining in force are as follows: |
VI. Important Contracts: As of the print date of the annual report, the important contracts remaining in force are as follows: |
VI. Important Contracts: As of the print date of the annual report, the important contracts remaining in force are as follows: |
VI. Important Contracts: As of the print date of the annual report, the important contracts remaining in force are as follows: |
VI. Important Contracts: As of the print date of the annual report, the important contracts remaining in force are as follows: |
|---|---|---|---|---|---|
| April 30,2021 | |||||
| No. | Nature of Contract |
Parties | Contract start date |
Main content | Restricted conditions |
| I. | Lease | FREE TIME GEARS INTERNATIONAL CO., LTD. |
May 1, 2020 to April 30, 2023 |
The Company leased its parking lots for automobiles and motor located at No.129, Xinde Rd., Sanchong Dist., New Taipei City to FREE TIME GEARS INTERNATIONAL CO.,LTD. |
None |
| II. | Lease | FREE TIME GEARS INTERNATIONAL CO., LTD. |
May 1, 2020 to April 30, 2023 |
The Company leased its factory located at F/2, No.129, Xinde Rd., Sanchong Dist., New Taipei City to FREE TIME GEARS INTERNATIONAL CO., LTD. |
None |
| III. | Lease | Chanson Water Co., Ltd. |
2018.11.16~ 2021.11.15 |
The Company leased its factory located at F/7, No.129, Xinde Rd., Sanchong Dist., New Taipei City to Chanson Water Co., Ltd. |
None |
| IV | Lease | IBASE TECHNOLOGY INC. |
2019.12.21~ 2022.12.20 |
The Company leased its factory located at F/6, No.129, Index Rd., Sanchong Dist., New Taipei City to IBASE TECHNOLOGY INC. |
None |
| V. | Lease | DHL Supply Chain (Taiwan) Co., Ltd. |
August 16, 2020 to August 15,2023 |
The Company leased its factory located at F/10, No.129, Xinde Rd., Sanchong Dist., New Taipei City to DHL Supply Chain (Taiwan)Co.,Ltd. |
None |
| VI | Lease | DHL Supply Chain (Taiwan) Co., Ltd. |
August 16, 2020 to August 15,2023 |
The Company leased its factory located at F/8, No.129, Xinde Rd., Sanchong Dist., New Taipei City to DHL Supply Chain (Taiwan)Co.,Ltd. |
None |
| VII | Lease | DHL Supply Chain (Taiwan) Co., Ltd. |
August 16, 2020 to August 15,2023 |
The Company leased its factory located at F/2, No.129, Xinde Rd., Sanchong Dist., New Taipei City to DHL Supply Chain (Taiwan)Co.,Ltd. |
None |
| VIII | Lease | DHL Supply Chain (Taiwan) Co., Ltd. |
August 16, 2020 to August 15,2023 |
The Company leased its parking spaces for cars at the basement of No.129, Xinde Rd., Sanchong Dist., New Taipei Cityto DHL SupplyChain(Taiwan)Co.,Ltd. |
None |
| IX | Lease | DHL Supply Chain (Taiwan) Co., Ltd. |
August 16, 2020 to August 15, 2023 |
The Company leased its parking lots for automobiles and motor vehicles in the basement located at No.129, Xinde Rd., Sanchong Dist., New Taipei City to DHL Supply Chain (Taiwan) Co.,Ltd. |
None |
| X | Lease | momo.com Inc. | 2020.04.01~ 2023.04.15 |
The Company leased F/1, F/3 and an area on the right side of the dock on F/1 located at No.129, Xinde Rd., Sanchong Dist., New Taipei Cityto momo.com Inc. |
None |
| XI | Lease | Yi-Xuan Jiang and other employees of momo.com Inc. |
2020.04.01~ 2023.03.31 |
The Company leased its parking spaces for cars and motorcycles at the basement of No.129, Xinde Rd., Sanchong Dist., New Taipei City to employees of momo.com Inc. |
None |
| XII | Lease | Taipei Twin Towers Limited |
January 1, 2021 December 31, 2021 |
The Company leased the office on the first floor located at No.129, Xinde Rd., Sanchong Dist., New Taipei City to Taipei Twin Towers Limited. |
None |
| XIII | Lease | momo.com Inc. | February 16, 2021 February 15, 2024 |
The Company leased its factory located at F/4, No.129, Xinde Rd., Sanchong Dist., New Taipei City to momo.com Inc. |
None |
| XIV | Lease | FREE TIME GEARS INTERNATIONAL CO., LTD. |
May 1, 2020 to April 30, 2023 |
The Company leased its parking lots for automobiles and motor located at No.129, Xinde Rd., Sanchong Dist., New Taipei City to FREE TIME GEARS INTERNATIONAL CO., LTD. |
None |
| XV | Lease | FREE TIME GEARS INTERNATIONAL CO., LTD. |
May 1, 2020 to April 30, 2023 |
The Company leased its factory located at F/2, No.129, Xinde Rd., Sanchong Dist., New Taipei City to FREE TIME GEARS INTERNATIONAL CO., LTD. |
None |
124
VI. Financial Highlights
I. Concise Balance Sheet, Statement of Comprehensive Income of the Recent 5 Years
(I) Information on the condensed balance sheet and consolidated income statement-prepared in accordance with International Financial Reporting Standards 1. Individual condensed balance sheet
Unit: NTD 1,000
| Year Item |
Year Item |
Five-year financial information (Note 1) | Five-year financial information (Note 1) | Five-year financial information (Note 1) | Five-year financial information (Note 1) | Five-year financial information (Note 1) |
|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | ||
| Current assets | 11,886,842 | 11,538,455 |
12,716,633 |
13,187,473 |
9,698,948 |
|
| Revaluation date for assets | ||||||
| Asset revaluation increment | ||||||
| Property, plant and equipment(Note 2) |
355,555 |
345,165 |
340,737 |
338,989 |
335,258 |
|
| Intangible assets | 14,576 | 9,323 |
4,972 |
10,933 |
10,385 |
|
| Other assets (Note 3) | 56,777,053 | 57,030,999 |
56,689,585 |
54,629,424 |
55,551,213 |
|
| Total assets | 69,034,026 | 68,923,942 |
69,751,927 |
68,166,819 |
65,595,804 |
|
| Current liabilities |
Before distribution | 7,026,571 | 6,024,965 |
4,418,958 |
9,122,992 |
9,077,976 |
After distribution |
7,544,785 | 6,646,495 |
5,169,121 |
9,506,897 |
9,552,534 |
|
| Non-current liabilities | 18,716,964 | 20,614,840 |
23,493,127 |
19,248,566 |
16,638,690 |
|
| Total liabilities |
Before distribution | 25,743,535 | 26,639,805 |
27,912,085 |
28,371,558 |
25,716,666 |
After distribution |
26,261,749 | 27,261,335 |
28,662,248 |
28,755,463 |
26,191,224 |
|
| Equity attributable to owners of theparent |
43,290,491 |
42,284,137 |
41,839,842 |
39,795,261 |
39,879,138 |
|
| Capital Stock | 6,831,630 | 6,831,630 |
6,797,630 |
6,697,630 |
6,697,630 |
|
| Capital surplus | 1,562,662 | 1,581,974 |
982,539 |
333,951 |
95,864 |
|
| Retained earnings |
Before distribution | 36,280,604 | 36,516,069 |
38,063,584 |
38,956,743 |
39,667,346 |
After distribution |
35,762,390 | 36,441,069 |
37,827,231 |
38,821,743 |
39,192,788 |
|
| Other | equity | (759,059) | (2,020,190) |
(2,720,683) |
(4,836,021) |
(4,928,011) |
| Treasury stock | (625,346) | (625,346) |
(1,283,228) |
(1,357,042) |
(1,653,691) |
|
| Non-controlling interest | - | - |
- |
- |
- |
|
| Total equity |
Before distribution | 43,290,491 | 42,284,137 |
41,839,842 |
39,795,261 |
39,879,138 |
| After distribution | 42,772,277 | 42,207,137 |
41,603,489 |
39,660,261 |
39,404,580 |
Note 1: The financial information shown above has been audited and certified by CPAs. Note 2: No assets were revalued in the years above.
Note 3: 2016The assets were not revalued in the year of 2020. The investment property was measured at fair value. The gains or losses arising from changes in fair value were recognized as profits or losses in the period when they were incurred.
Note 4: The above-mentioned figures after distribution are filled out based on the resolutions of the shareholders' meeting for the
following year; the capital reserve cash distribution for the year of 2020 was resolved and passed by the Board of Directors on March 26, 2021, and it will be reported to the 2021 shareholders' meeting.
Note 5: If the financial information is required to be corrected or re-edited as notified by the competent authorities, it should be prepared and presented based on the corrected or re-edited number, and the circumstances and reasons should be indicated: None.
125
2. Individual condensed consolidated income statement
Unit: NTD 1,000
(Unless earnings per share are denominated in NTD)
| Unit: NTD 1,000 (Unless earningsper share are denominated in NTD) |
Unit: NTD 1,000 (Unless earningsper share are denominated in NTD) |
Unit: NTD 1,000 (Unless earningsper share are denominated in NTD) |
Unit: NTD 1,000 (Unless earningsper share are denominated in NTD) |
Unit: NTD 1,000 (Unless earningsper share are denominated in NTD) |
|
|---|---|---|---|---|---|
| Year Item |
Five-year financial information (Note 1) | ||||
| 2016 | 2017 | 2018 | 2019 | 2020 | |
| Operating Revenue | 14,121,397 | 14,131,684 |
14,560,392 |
15,372,546 |
16,209,091 |
| Operating margin | 1,346,219 | 1,079,680 |
1,008,868 |
1,134,027 |
1,656,910 |
| Operation profits/losses | 240,322 |
(203,438) |
(229,724) |
(45,080) |
595,100 |
| Non-operating income and expenses |
364,451 |
1,065,887 |
1,780,378 |
1,254,632 |
78,868 |
| Net profits before tax | 604,773 | 862,449 |
1,550,654 |
1,209,552 |
673,968 |
| Profits after tax from operations of continued segments for the current period |
604,773 |
862,449 |
1,550,654 |
1,209,552 |
673,968 |
| Losses from discontinued departments |
- |
- |
- |
- |
- |
| Profits/losses after tax for the currentperiod |
594,819 | 717,784 |
1,454,904 |
1,068,639 |
666,944 |
| Other comprehensive income for the current period(after tax) |
(4,914,746) |
(1,265,236) |
(607,882) |
(2,111,987) |
(48,331) |
| Total comprehensive income for the current period |
(4,319,927) |
(547,452) |
847,022 |
(1,043,348) |
618,613 |
| Net income attributable to owners of theparent |
604,773 |
862,449 |
1,550,654 |
1,209,552 |
673,968 |
| Net income attributable to non-controlling interest |
- |
- |
- |
- |
- |
| Total comprehensive income attributable to owners of theparent |
(4,319,927) |
(547,452) |
847,022 |
(1,043,348) |
618,613 |
| Total comprehensive income attributable to non-controllinginterest |
- |
- |
- |
- |
- |
| Earnings per share | 0.92 | 1.12 |
2.32 |
1.75 |
1.12 |
Note 1: The financial information shown above has been audited and certified by CPAs. Note 2: If the financial information is required to be corrected or re-edited as notified by the competent authorities, it should be prepared and presented based on the corrected or re-edited number, and the circumstances and reasons should be indicated: None.
126
Unit: NTD 1,000
3. Consolidated condensed balance sheet
| Year Item |
Year Item |
Five-Year Financial Analyses (Note 1) | Five-Year Financial Analyses (Note 1) | Five-Year Financial Analyses (Note 1) | Five-Year Financial Analyses (Note 1) | Financial information up to March 31, 2020 |
|
|---|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | |||
| Current assets | 23,645,678 | 22,820,979 |
25,591,179 |
21,608,848 |
15,258,607 |
15,782,586 |
|
| Revaluation date for assets |
|||||||
| Asset revaluation increment |
|||||||
| Property, plant and equipment(Note 2) |
6,596,937 | 8,474,857 |
9,970,165 |
5,822,337 |
4,711,606 |
4,224,367 |
|
| Intangible assets | 38,712 | 31,042 |
21,311 |
29,926 |
30,705 |
25,206 |
|
| Other assets | (Note 3) | 82,637,430 | 81,140,360 |
76,877,202 |
72,925,624 |
74,265,304 |
74,697,418 |
| Total assets | 112,918,757 | 112,467,238 |
112,459,857 |
100,386,735 |
94,266,222 |
94,729,577 |
|
| Current liabilities |
Before distribution |
22,758,088 | 21,894,165 |
19,063,643 |
21,000,567 |
17,815,332 |
18,283,246 |
| After distribution |
23,276,302 | 22,515,695 |
19,813,806 |
21,384,472 |
18,289,890 |
(Note 4) |
|
| Non-current liabilities | 46,855,823 | 48,273,038 |
51,539,084 |
39,590,907 |
36,571,752 |
36,274,038 |
|
| Total liabilities |
Before distribution |
69,613,911 | 70,167,203 |
70,602,727 |
60,591,474 |
54,387,084 |
54,557,284 |
| After distribution |
70,132,125 | 70,788,733 |
71,352,890 |
60,975,379 |
54,861,642 |
(Note 4) |
|
| Equity attributable to owners of theparent |
43,290,491 | 42,284,137 |
41,839,842 |
39,795,261 |
39,879,138 |
40,172,293 |
|
| Capital Stock | 6,831,630 | 6,831,630 |
6,797,630 |
6,697,630 |
6,697,630 |
6,697,630 |
|
| Capital surplus | 1,562,662 | 1,581,974 |
982,539 |
333,951 |
95,864 |
95,864 |
|
| Retained earnings |
Before distribution |
36,280,604 | 36,516,069 |
38,063,584 |
38,956,743 |
39,667,346 |
39,614,032 |
| After distribution |
35,762,390 | 36,441,069 |
37,827,231 |
38,821,743 |
39,192,788 |
(Note 4) |
|
| Other equity | (759,059) | (2,020,190) |
(2,720,683) |
(4,836,021) |
(4,928,011) |
(4,581,542) |
|
| Treasury stock | (625,346) | (625,346) |
(1,283,228) |
(1,357,042) |
(1,653,691) |
(1,653,691) |
|
| Non-controlling interest | 14,355 | 15,898 |
17,288 |
0 |
0 |
0 |
|
| Total equity | Before distribution |
43,304,846 | 42,300,035 |
41,857,130 |
39,795,261 |
39,879,138 |
40,172,293 |
| After distribution |
42,786,632 | 42,225,035 |
41,620,777 |
39,660,261 |
39,404,580 |
(Note 4) |
Note 1: The financial information shown above has been audited and certified by CPAs; The financial information for the first quarter of 2021 has been reviewed by CPAs.
Note 2: No assets were revalued in the years above.
Note 3: The assets were not revalued from 2016 to 2020. The investment property was measured at fair value. The gains or losses arising from changes in fair value were recognized as profits or losses in the period when they were incurred.
Note 4: The above-mentioned figures after distribution are filled out based on the resolutions of the shareholders' meeting for
the following year; the capital reserve cash distribution for the year of 2019 was resolved and passed by the Board of Directors on March 26, 2021, and it will be reported to the 2021 shareholders' meeting. There is no statement for distribution of earnings resolved at the shareholders' meeting or Board of Directors meeting in the first quarter of 2020. Note 5: If the financial information is required to be corrected or re-edited as notified by the competent authorities, it should be prepared and presented based on the corrected or re-edited number, and the circumstances and reasons should be indicated: None.
127
4. Condensed consolidated income statement
Unit: NTD 1,000
| Unit: NTD 1,000 | Unit: NTD 1,000 | Unit: NTD 1,000 | Unit: NTD 1,000 | Unit: NTD 1,000 | Unit: NTD 1,000 | |
|---|---|---|---|---|---|---|
| (Unless earnings pershare are denominatedinNTD) | ||||||
| Year Item |
Five-year financial information(Note 1) | Financial information up to March 31, 2020 |
||||
2016 |
2017 | 2018 | 2019 | 2020 | ||
| OperatingRevenue | 19,720,086 | 20,876,980 | 19,796,072 | 21,900,662 | 20,238,946 | 5,603,929 |
| Operatingmargin | 6,076,007 | 4,778,596 | 5,280,363 | 5,050,925 | 4,356,119 | 1,267,821 |
| Operationprofits/losses | 2,093,412 | 687,923 |
1,466,849 | 884,163 | 1,476,183 | 526,558 |
| Non-operatingincome and expenses | (922,699) | 815,033 | 888,826 | 875,469 | (779,978) | (91,239) |
| Netprofits before tax | 1,170,713 | 1,502,956 | 2,355,675 | 1,759,632 | 696,205 |
435,319 |
| Profits after tax from operations of continued segments for the current period |
595,698 |
720,658 |
1,456,359 | 1,073,864 | 666,944 |
320,044 |
| Losses from discontinued departments | - | - |
- |
- |
- |
- |
| Profits/losses after tax for the current period |
595,698 |
720,658 |
1,456,359 | 1,073,864 | 666,944 |
320,044 |
| Other comprehensive income for the currentperiod(after tax) |
(4,914,528) |
(1,265,588) | (607,003) | (2,098,782) | (48,331) |
346,469 |
| Total comprehensive income for the currentperiod |
(4,318,830) |
(544,930) | 849,356 |
(1,024,918) | 618,613 |
666,513 |
| Net income attributable to owners of the parent |
594,819 |
717,784 |
1,454,904 | 1,068,639 | 666,944 |
320,044 |
| Net income attributable to non- controllinginterest |
879 | 2,874 |
1,455 |
5,225 |
0 |
- |
| Total comprehensive income attributable to owners of theparent |
(4,319,927) |
(547,452) | 847,022 |
(1,043,348) | 618,613 |
666,513 |
| Total comprehensive income attributable to non-controllinginterest |
1,097 |
2,522 |
2,334 |
18,430 |
0 |
- |
| Earningsper share | 0.92 | 1.12 |
2.32 |
1.75 |
1.12 |
0.54 |
Note 1: The financial information shown above has been audited and certified by CPAs; The financial information for the first quarter of 2021 has been reviewed by CPAs.
Note 2: If the financial information is required to be corrected or re-edited as notified by the competent authorities, it should be prepared and presented based on the corrected or re-edited number, and the circumstances and reasons should be indicated: None.
(II) Names and the audited opinions of the certified public accountants for the most recent year:
| Year | Name of accountingfirm | Name of CPAs |
Audited Opinions |
|---|---|---|---|
| 2020 | PwCTaiwan | Wu,Han-Qi;Liang,Hua-ling | Unqualified opinions |
| 2019 | PwCTaiwan | Feng, Min-Juan and Wu,Han-Qi | Unqualified opinions |
| 2018 | PwCTaiwan | Feng, Min-Juanand Wu,Han-Qi | Unqualified opinions |
| 2017 | PwCTaiwan | Feng, Min-Juan and DexterChang | Unqualified opinions |
| 2016 | PwCTaiwan | Feng, Min-Juan and DexterChang | Unqualified opinions |
128
II. Financial Analysis of the Recent 5 Years
(I) Analysis of financial ratios-in accordance with International Financial Reporting Standards 1. Financial analyses-consolidated report
Unit: NTD 1,000
| Analytic Item (Note III ) |
Year |
Five-Year Financial Analyses(Note 1) | Five-Year Financial Analyses(Note 1) | Five-Year Financial Analyses(Note 1) | Five-Year Financial Analyses(Note 1) | Five-Year Financial Analyses(Note 1) | Description of increase or decrease in 2020 if the range of changes reaches 20% or more compared to 2019 |
As of March 31, 2021 (Note 1) |
|---|---|---|---|---|---|---|---|---|
2016 |
2017 | 2018 | 2019 | 2020 | ||||
| Financial structure (%) |
Ratio of liabilities to assets | 61.65 | 62.39 |
62.78 | 60.36 |
57.70 |
57.59 | |
| Ratio of long-term capital to property, plant and equipment (Note2) |
1,336.71 | 1,068.73 |
936.76 |
1,363.48 |
1,622.61 |
1,809.65 | ||
| Solvency (%) |
Current ratio | 103.9 | 104.23 | 134.24 |
102.9 |
85.65 | 86.32 | |
| Quick ratio | 58.89 | 67.88 | 89.28 | 81.44 | 63.09 |
(1) | 57.08 | |
| Timesinterestearnedratio | 2.15 | 2.45 | 3.68 | 2.59 | 1.77 | (2) | 3.67 | |
| Operating ability |
Receivable turnover(times) | 8.27 | 10.18 | 10.72 |
11.74 |
9.33 |
(3) |
9.00 |
| Average collectionperiod | 44.12 | 35.84 |
34.04 |
31.09 |
39.12 | (3) |
40.58 | |
| Inventory'sturnover | 1.94 | 1.85 |
1.86 | 2.75 | 3.88 | (4) | 3.79 | |
| Payables turnover | 5.58 | 6.53 |
7.25 |
8.91 |
7.89 |
7.60 | ||
| Average days in sales | 188.29 | 197.12 | 196.23 |
132.72 |
94.07 |
(4) | 96.32 | |
| Turnover of property, plant and equipment |
4.65 | 2.77 |
2.15 |
2.77 |
3.84 |
(5) |
5.02 |
|
| Totalassetsturnover | 0.17 | 0.19 | 0.18 | 0.21 | 0.21 |
0.24 | ||
| Profitability | Returnonassets (%) | 1.23 | 1.40 | 1.94 | 1.84 |
1.43 |
(2) | 0.48 |
| Return on equity (%) | 1.30 | 1.68 |
3.46 |
2.62 |
1.67 |
(2) | 0.8 | |
Ratio of net profit before tax topaid-in capital(%) |
17.14 | 22.00 |
34.65 |
26.27 |
10.39 |
(2) |
6.50 |
|
| Netprofit margin(%) | 3.02 | 3.45 |
7.36 |
4.88 |
3.30 |
(2) |
5.71 | |
| Earnings pershare (NTD) | 0.92 | 1.12 |
2.32 |
1.75 |
1.12 | (2) |
0.54 | |
| Cash flow | Cash flowratio (%) | 14.98 | 8.94 | (0.27) |
6.2 | 3.82 |
(6) |
(3.13) |
| Cash flow adequacyratio(%) | 28.75 | 33.05 |
23.41 |
34.66 |
81.95 |
(7) |
51.7 | |
| Cash reinvestment ratio (%) | 22.04 | 10.27 |
(2.73) | 5.19 | 4.89 | (6) | (6.83) | |
| Leverage | Operational leverage | 1.06 | 1.28 | 1.12 | 1.22 |
1.20 |
1.13 | |
| Financial leverage | 1.95 | (1.98) |
2.49 | (3.99) |
2.60 | (8) |
1.45 | |
| Explanations for 20% or higher change in financial ratios from 2019 to 2020: (not required if change is below 20%) (1) Primarily due to an increase in cash and cash equivalents and loans due within one year (2) Lower profits before tax and net income due to the adverse effects of COVID-19 during the period (3) Due to higher average accounts receivable during the period (4) Lower average inventory as a result of lower properties available for sale during the period (5) Lower average property, plant and equipment in the period (6) Lower income from property sales as a result of lower properties available for sale in 2020 due to the pandemic (7) Primarily due to lower capital expenditures and inventory during the period (8)Higher operating profits compared from thepriorperiod |
Note 1: The financial information shown above in each year has been audited and certified by CPAs; The financial information for the first quarter of 2021 has been reviewed by CPAs. Note 2: inclusive of the amount of property, plant and equipment only. Note 3: Please refer to P130 of the Annual Report
129
| 2. Financial analyses-individual report |
2. Financial analyses-individual report |
2. Financial analyses-individual report |
2. Financial analyses-individual report |
2. Financial analyses-individual report |
2. Financial analyses-individual report |
2. Financial analyses-individual report |
2. Financial analyses-individual report |
|---|---|---|---|---|---|---|---|
| Year Analytic Item ( Note 3) |
Five-Year Financial Analyses (Note 1) |
Description of increase or decrease in 2020 if the range of changes reaches 20% or more compared to 2019 |
|||||
| 2016 | 2017 | 2018 | 2019 | 2020 | |||
| Financial structure (%) |
Ratio of liabilities to assets |
37.29 | 38.65 |
40.02 |
41.62 |
39.2 |
|
| Ratio of long-term capital to property, plant and equipment (Note 2) |
17,439.62 | 18,222.87 |
19,174.04 | 17417.62 |
16,858.01 | ||
| Solvency (%) |
Current ratio | 169.17 | 191.51 |
287.77 |
144.55 |
106.84 |
(1) |
| Quick ratio | 145.93 | 183.26 |
253.25 |
139.48 |
98.65 |
(1) |
|
| Times interest earned ratio |
2.34 | 3.20 |
4.97 |
3.94 |
2.76 |
(2) |
|
| Operating ability |
Receivable turnover (times) |
5.25 | 5.83 |
6.41 |
5.73 |
4.89 |
|
| Average collection period |
69.52 | 62.61 |
56.94 |
63.70 |
74.64 |
||
| Inventory's turnover | 32.77 | 27.66 | 36.25 |
42.43 |
27.83 |
(3) |
|
| Payables turnover | 28.65 | 22.36 |
36.38 |
73.50 |
58.19 |
(4) | |
| Average days in sales | 11.14 | 13.20 |
10.07 |
8.6 | 13.11 |
(3) |
|
| Turnover of property, plant and equipment |
49.91 | 40.33 |
42.46 |
45.23 |
48.08 |
||
| Total assets turnover | 0.20 | 0.20 |
0.21 |
0.22 |
0.24 |
||
| Profitability | Return on assets(%) | 1.35 | 1.51 |
2.55 |
2.03 |
1.45 |
(2) |
| Return on equity (%) | 1.30 | 1.68 |
3.46 |
2.62 |
1.67 |
(2) | |
Ratio of net profit before tax to paid-in capital(%) |
8.85 | 12.62 |
22.81 |
18.06 |
10.06 |
(2) |
|
| Netprofit margin(%) | 4.21 | 5.08 |
9.99 |
6.95 | 4.11 |
(2) |
|
| Earnings per share (NTD) |
0.92 | 1.12 |
2.32 |
1.75 |
1.12 |
(2) |
|
| Cash flow | Cash flow ratio (%) | 7.45 | 18.56 |
(42.63) |
9.09 |
(8.40) |
(5) |
| Cash flow adequacy ratio(%) |
(0.71) | 0.58 |
(36.15) |
(20.20) |
(5.30) |
(6) |
|
| Cash reinvestment ratio (%) |
(0.42) | 1.16 |
(4.10) |
0.33 |
(1.86) |
() |
|
| Leverage | Operational leverage | 1.08 | 0.90 |
0.93 |
0.65 |
1.03 |
(7) |
| Financial leverage | (1.14) | 0.34 |
0.37 |
0.10 |
2.80 |
(7) |
|
| Explanations for 20% or higher change in financial ratios from 2019 to 2020: (not required if change is below 20%) (1) Primarily due to an increase in cash and cash equivalents and loans due within one year (2) Lower profits before tax and net income due to the adverse effects of COVID-19 during the period (3) Due to an increase in average inventory from the prior period (4) Due to an increase in accounts payable during the period (5) A reduction in the cash inflows compared to the prior period due to the acquisition of marketable securities (6) Primarily due to higher average net cash inflows from operating activities during the most five years (7)Higher operating profits compared from thepriorperiod |
Note 1: The financial information shown above in each year has been audited and certified by CPAs; The financial information for the first quarter of 2020 has been reviewed by CPAs. Note 2: inclusive of the amount of property, plant and equipment only. Note 3: At the end of this Table attached to the annual report, the following formulas should be listed:
130
-
Financial structure
-
(1) Ratio of liabilities to assets = total liabilities/total assets.
-
(2) Ratio of long-term capital to property, plant and equipment = ( Total equity + non-current liabilities)/ net worth of property, plant and equipment .
-
Liquidity
-
(1) Current ratio = current assets/current liabilities.
-
(2) Quick ratio = (current assets - inventory - prepaid expense)/current liabilities.
(3) Times interest earned ratio = EBIT/interest expense for this period.
-
Operating ability
-
(1) Receivables turnover (including account receivable and note receivable made from operations) = net sales income/remaining sum of average account receivable (including account payable and note payable made from operation) for every period.
-
(2) Average collection period = 365/account receivables' turnover rate.
-
(3) Inventory's turnover = cost of sales/average inventory.
-
(4) Payables turnover (including account payable and note payable made from operations) = cost of sales/remaining sum of average account payable (including account payable and note payable made from operation) for every period.
-
(5) Average days in sales = 365/Inventory's turnover rate.
-
(6)Turnover of property, plant and equipment=net sales income/average net amount of property, plant and equipment.
-
(7) Total assets turnover = net sales/average total assets.
-
Profitability
-
-
-
(1) Return on total assets = (loss after tax + interest expense x (1 tax rate))/ average total assets.
-
(2) Return on equity=profit or loss after tax/net average equity.
-
(3) Profit ratio = loss after tax/net sales.
-
(4) EPS=(profits attributable to owners of the parent - preference dividends)/weighted average number of the issued shares. (Note 4)
-
Cash flow
-
(1) Cash flow ratio = net cash flow from operating activities/current liabilities.
-
(2) Cash flow adequacy ratio = net cash flow of operating activities for most recent 5 years/(capital expenditure + addendum of inventory + cash dividend) for most recent 5 years.
-
(3) Cash reinvestment ratio = (net cash flow of operating activities - cash dividend)/(gross property, plant and equipment + long-term investment + other non-current assets + operating capital). (Note 5)
-
Leverage:
-
(1) Operating leverage = (net operating revenue - variable operating cost and expense)/operating profit (Note 6).
-
(2) Financial leverage = operating profit/(operating profit - interest expense).
-
Note 4: Special attention should be paid to the following matters related to the formula for calculating the earnings per share:
-
Based on the weighted average number of ordinary shares, instead of the number of shares issued at the end of the year.
-
In case of cash increase or treasury stock trading, the circulation period shall be taken into consideration, and the weighted average number of shares shall be calculated.
-
In case of capital increase out of earnings or capital reserves, when calculating earnings per share for the previous year and the half of the year, retrospective adjustments shall be made based on the proportion of capital increase, without taking the issue period of the capital increase into consideration.
-
If preferred shares are non-convertible cumulative preferred shares, the dividends on such shares for the year (whether paid or not) shall be exclusive of the net profits after tax, or plus the net losses after tax. If preferred shares are non-accumulative, and there is net profit after tax, the dividends on preferred shares shall be deducted from the net profits after tax; if there is loss, no adjustment is necessary.
-
Note 5: Special attention should be paid to the following items when measuring cash flow analysis:
-
Net cash flow from operating activities refers to the net cash inflows into operating activities in the cash flow statement.
-
Capital expenditure refers to the amount of cash outflows of capital investment per year.
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-
The increase in inventory is only included when the ending balance is greater than the opening balance. If the inventory is reduced at the end of the year, it is calculated as zero.
-
Cash dividends include cash dividends for ordinary shares and preferred shares.
-
Gross property, plant and equipment means the total amount of property, plant and equipment before accumulated depreciation is deducted.
-
Note 6: The issuer should classify operating costs and expenses into fixed and variable items based on the nature of such costs and expenses. If there are estimates or subjective judgments, attention should be paid to their rationality and consistency.
-
Note 7: For foreign companies, the ratio of paid up capital is calculated based on the ratio of net worth.
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III. The report of supervisors or the Audit Committee on review of the financial report for the most recent year
Audit Committee’s Audit Report
We hereby allow
The board has prepared the 2020 business report, financial statements and earnings distribution proposal. The financial statements were audited by CPA Wu,Han-Qi and CPA Liang,Hua-ling of PwC Taiwan and issued with the audit report accordingly. The abovementioned Business Report, financial statements and proposals of earning distribution are determined as qualified after review by the Audit Committee. Reports have been submitted in accordance with the provisions of Securities and Exchange Act and the Company Act for review.
Best regards
CLEVO CO.
2021 General Shareholders’ Meeting
Convener of Audit Committee: Chou,Po-Chiao
March 26, 2021
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-
IV. Audited consolidated financial report of the most recent year: Please refer to pages 168-334 of the annual report.
-
V. Audited individual financial report of the most recent year: Please refer to pages 335-404 of the annual report.
-
VI. The impact of difficulty in any financial turnover (if any) experienced by the Company and its affiliated enterprises for the most recent year and up to the date of publication of the annual report on the financial position of the Company should be listed: None.
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VII. Review and Analysis of Financial Position, Performance and Risks
I. Analysis of Financial Position:
Main reasons for and effects of significant changes in the consolidated assets, liabilities and shareholders' equity for the most recent two years:
and shareholders' equity for the most recent two years: |
and shareholders' equity for the most recent two years: |
and shareholders' equity for the most recent two years: |
||
|---|---|---|---|---|
| Unit:NTD 1,000 | ||||
| Year Item |
2020 | 2019 | Difference | |
| Amount | % | |||
| Current assets | 15,258,607 | 21,608,848 |
(6,350,241) |
(29.39) |
| Non-current assets | 79,007,615 | 78,777,887 |
229,728 |
0.29 |
| Total assets | 94,266,222 | 100,386,735 |
(6,120,513) |
(6.10) |
| Current liabilities | 17,815,332 | 21,000,567 |
(3,185,235) |
(15.17) |
| Non-current liabilities | 36,571,752 | 39,590,907 |
(3,019,155) |
(7.63) |
| Total liabilities | 54,387,084 | 60,591,474 |
(6,204,390) |
(10.24) |
| Capital stock | 6,697,630 | 6,697,630 |
0 |
0.00 |
| Capital surplus | 95,864 | 333,951 |
(238,087) |
(71.29) |
| Retained earnings | 39,667,346 | 38,956,743 |
710,603 |
1.82 |
| Other equity | (4,928,011) | (4,836,021) | (91,990) | (1.90) |
| Equity attributable to owners of the parent |
39,879,138 | 39,795,261 |
83,877 |
0.21 |
| Total equity | 39,879,138 | 39,795,261 |
83,877 |
0.21 |
| Analysis and description of differences: If the range of changes to items reaches 20% compared to the previous period equivalent to NTD 10,000,000, the main reasons for, effects of and response plan for such changes in the future shall be analyzed and described as follows: 1. Current liabilities: Mainly due to the decrease in cash and cash equivalents and non-current assets for sale. 2. Capital reserves: Mainly due to the cash dividends paid out of capital reserves by the Company. |
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II. Analysis of Financial performance
(I) Comparative analysis of the consolidated financial performance for the most recent two years
Unit: NTD 1,000
| years | Unit: | NTD 1,000 | ||||
|---|---|---|---|---|---|---|
| Item/Year | 2020 | 2019 | Increase/decrease | % of changes | ||
| Operating Revenue Operating costs Operating margin Operating expenses Operating profits Non-operating income and expenses Net profits before tax Income tax expenses Profits after tax from operations of continued segments for the current period Profits/losses after tax for the current period Other comprehensive income for the current period (after tax) Total comprehensive income for the current period Total comprehensive income attributable to owners of the parent Basic earnings per share (NTD) in total |
20,238,946 (15,882,827) 4,356,119 (2,879,936) 1,476,183 (779,978) 696,205 (29,261) 666,944 666,944 (48,331) 618,613 618,613 1.12 |
21,900,662 (16,849,737) 5,050,925 (4,166,762) 884,163 875,469 1,759,632 (685,768) 1,073,864 1,073,864 (2,098,782) (1,024,918) (1,043,348) 1.75 |
(1,661,716) 966,910 (694,806) 1,286,826 592,020 (1,655,447) (1,063,427) 656,507 (406,920) (406,920) 2,050,451 1,643,531 1,661,961 (0.63) |
(7.59) 5.74 (13.76) 30.88 Note 1 66.96 Note 2 (189.09) Note 3 (60.43) Note 3 95.73 Note 4 (37.89) Note 3 (37.89) Note 3 97.70 Note 5 160.36 Note 5 159.29 Note 5 (36.00) Note 3 |
(II) The main reasons for the increase or decrease in the items by more than 20% are analyzed as follows: Note 1: Mainly due to the decrease in sales, general & administrative expenses
Note 2: Mainly due to the decrease in operating costs and expenses .
- Note 3: Mainly due to loss from disposal of investments and prior favorable adjustment in investment property valuation compared to this period
Note 4: Mainly due to change in tax losses and an increase in deferred tax assets
Note 5: Mainly due to the exchange rate impact caused by exchange rate changes.
(III) Possible impact of the expected sales volume and its basis on the Company’s future financial business, and response plan:
The global shipment of notebooks in 2020 (including Chromebook but excluding tablets and two-inones) was 202 million units. As far as the clone market is concerned, foreign securities broker reports indicate that the global market size in 2020 was 16.8 million units. The Company shipped 1.52 million units in 2019, accounting for 9.1% of the clone market. We remain the No. 1 player in the regional brand market.
Both the research firms IDC and TrendForce forecast strong demand for notebooks in 2021 with global shipments at 212~217 million units, growing 5~8% year-over-year. However, there are still problems such as labor shortage, components shortage and rising component costs. Looking into 2021, the Company’s shipment target is 1.75 million units, up 15% year-over-year. Based on the shipment of 440,000 in the first quarter, order visibility into the third quarter and the order to shipment ratio at 4x, we expect to reach out target provided stable supplies of components. To respond to components shortage, the Company continues to adjust production schedules and increase the safety level of inventory. Management also seeks to boost the sales mix of blue ocean products. We strive to solidify clientele in the niche market in Europe, the U.S. and Japan and continue to develop the emerging market in Asia Pacific and the tender market in Latin America. Efforts will be made to reduce concentration risk in any single market in order to balance sales across regions. Management plans to increase the profit margin of the notebook business by pushing for higher volumes and higher prices.
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III. Analysis of Cash flows
- (I) Analysis and description of the changes in cash flows for the most recent year:
| Year Item |
2020/12/31 |
2019.12.31 | Ratio of increase/decrease (%) |
|---|---|---|---|
| Cash flow ratio (%) | 3.82 | 6.20 |
(38.39)Note 1 |
| Cash flow adequacy ratio(%) |
81.95 | 34.66 |
136.44Note 2 |
| Cash reinvestment ratio (%) |
4.89 | 5.19 |
(5.78) |
| Analysis of changes to the proportion of increase or decrease: (more than 20%) Note1:Due to the decrease in sales income from the previous period due to the impact of the epidemic on the properties for sale in 2020 Note2: Mainly due to the decrease of capital expenditure and inventory. |
-
(II) Improvement plan for insufficient liquidity: The current ratio is 85.65% and there is no doubt about insufficient liquidity.
-
(III) Analysis of cash liquidity in the coming year:
| nalysis of cash liquidity in the coming year: | nalysis of cash liquidity in the coming year: | nalysis of cash liquidity in the coming year: | nalysis of cash liquidity in the coming year: | ||
|---|---|---|---|---|---|
| Unit:NTD 1000,000 | |||||
| Opening cash Balance |
From operating activities Cash flow |
Expected cash for the year Cash outflow |
Estimated amount of cash surplus (shortfall) +- |
Remedial measures for expected cash shortfalls |
|
| Investment plan |
Wealth managemen tplan |
||||
| $4,918 | $17,912 |
$16,865 |
$ 5,965 |
- |
- |
Description:
-
Analysis of the changes in cash flows for the year:
-
(1) Business activities: It is expected that the sales volume of notebooks will increase, and the revenue from sales of buildings by the China Business Division will increase, resulting in an increase in the net cash inflow of the Group's operations.
-
(2) Investing activities: Going forward, the property business in China will focus on optimization and inventory work-through. Underperforming shops will be sold or let out, to boost cash inflows.
-
(3) Financing and wealth management activities: It is expected that there will be dividend income from investment, and cash outflows are from payment of cash dividends. The focus for the period will be activation of assets and capital to supplement working capital and reduce debts and financial expenses.
-
Remedial measures for expected cash shortfalls, and analysis of liquidity: None.
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IV. Effect of Major Capital Expenditures in the most recent year on Financial Operations: None.
V. Investment Policy, Main Causes for Profits or Losses, Improvement Plans and the Investment Plans for the Coming Year
- (I) Reinvestment Policy
In addition to specializing in the development, production and sales of niche notebook products, the Company has been developing Buynow’s business the information technology retail market in China during recent years. By leveraging years of experience in IT manufacturing and sales, the Company targets at niche shopping malls and maximizes synergy via selling notebooks in these channels. Indeed, the sales of notebooks in China has increased to over 30% over past years. However, the physical shopping mall business in China has been affected by ecommerce and rental incomes dropped to 20% of sales recently. Given the market considerations, we have not increased investment in China. Instead, we seek to make best use of the 18 consumer electronics shopping malls currently in operation and activate assets by creating appropriate net cash inflows via leasing or selling underperforming properties.
- (II) Main causes for profits or losses from reinvestment for the most recent year, and improvement plans:
| Unit:NTD 1,000 | |||||
|---|---|---|---|---|---|
| Name of investees | Investment cost: unit (in thousands) |
Investment objective | Profits or losses from investment in 2020 |
Main causes for profits or losses | Improvement plan |
| CLEVO COMPUTER SINGAPORE PTE LTD (Singapore) |
SGD 22,325 | Investment in the establishment of Buynow IT Malls in Chengdu, Nanjing, Hefei, CLEVO CO.(Beijing) and Buynow(CHENGDU) CORP. |
127,535 (Note 1) |
In this period, Buynow Mall continued to transform its composite shopping malls, with stable growth in profit. |
- |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPAY (Cayman Islands) |
USD 369,370 | Investment in the establishment of Buynow IT Malls in Shanghai, Nanchang, Changsha, Shenyang, Zhengzhou, Tianjin, Hangzhou, Guangzhou, Changchun, Pudong Shanghai, Xi’an and Harbin, Xiamen, Wuxi, Beijing, Xuhui, Qingdao, Changzhou, Chongqing, Daqing, Zibo, Taizhou, Suzhou, and Chicony Department Stores in Wuhan andChengdu |
43,825 (Note 2) |
- | |
| KAPOK COMPUTER (SAMOA) CORPORATION |
USD 16,000 | Investment in the establishment of Kaibo Computer (Kunshan), notebook production base |
331,368 |
Revenue from the notebook business and profits increased. Currency gains increased due to the Chineseyuan’s appreciation. |
- |
| BUYNOW ON-LINE HOLDING CORPORATION |
USD1,100 | Investment was made in Shanghai Buynow Online Information Technology Co., Ltd., for the purpose of expanding online trading business via the Company’s e-commerce in addition to physical stores. |
(727) | The e-commerce business is inconsistent with the scale of economy, and suffers small losses. |
Continuous improvements are made in combination with the commodities of thousands of merchants in the Buynow Mall, and the service guarantee of the physical Buynow chain stores to build the complete online sales and service platform, and embrace the new retail era of online and offline coverage. |
| CLEVO Investment Co.,Ltd. | NTD 140,000 | 8,383 | The securities are evaluated for benefits. | - | |
| KAPOK COMPUTER | NTD 80,000 | 7,163 | The securities are evaluated for benefits. | - | |
| Taipei Twin Towers Limited | NTD1,000,000 | The Company established a joint venture with Hongwell Group to participate in the tender for Taipei Twin Towers. |
(12,321) | No operating revenue yet. Still applying for the construction permit. |
Note 1: Please refer to page 320 of the annual report for details. Note 2: Please refer to page 320-323 of the annual report for details.
138
(III) Investment Plans for the Coming Year
In the future, the Company will remain focused on the transformation and adjustment of China's Distribution Division. The land acquisition and projects in construction that have been invested in Mainland for these years have been completed. For the time being, the remaining 30% of office buildings which are equivalent to about CNY 547 million, are expected to be sold out within the next two years. The Company uses the best effort to adjust its operating strategies and its asset list continues to be improved with the goal of "optimization and evolution" to facilitate the utilization of assets. The Company’s annual operating profit is expected to increase on a quarterly basis.
VI. Analysis and Assessment of Risk Issues: Analysis and evaluation in the most recent year and up to the date of publication of the annual report
-
(I) Effects of Changes in Interest Rate and Exchange Rate and Inflation on the Company’s Finance, and Future Response Measures.
-
Analysis and Evaluation of Interest Rate Risks:
-
(1)To fund working capital, the Company borrows primarily in the US dollars, the NT dollars and the Chinese yuan. The outstanding loan balance in the consolidated financials was NTD 31.55 billion as of December 31, 2020 and NTD 30.86 billion as of March 31, 2021. Assume the Company’s borrowing amount to stay at NTD 30.86 billion, a 0.25% change (one markup) in interest rates will increase or decrease the Company’s interest burden by NTD 77,125 (in thousands).
- In respond to the COVID-19 outbreak, all the countries in the world imposed lockdowns and closed borders. The global economy was brought to its knees. The Fed cut the interest rate to 0% in one go and initiated quantitative easing (QE). All countries came up with economic stimulus plans, stepped up monetary easing and maintained low interest rates, in order to boost the business environment. This is a favorable to borrowing.
-
(2)The consolidated net interest expense totaled NTD 840,888 (in thousands) in 2020 and NTD 154,017 (in thousands) in the first quarter of 2021. The Company keeps a close eye on the movement of interest rates and exchange rates, in order to adjust the mix of loans in different currencies, develop the most favorable financing strategies and reduce financing costs.
-
Risk analysis and assessment of exchange rate changes:
-
(1) The Company’s sales and material purchase costs are quoted in US dollars, and material costs account for about 85% of sales, so the fluctuation in the US dollar exchange rate will affect the Company's gross profit margin. In terms of net operating revenue minus purchase expenses, the net foreign exchange portion in the US dollars accounted for 15% of the operating revenue. Assuming a 1% change in the US dollar exchange rate, the impact on the Company’s gross profit margin is 0.15%.
-
(2) As the income from the Company’s investment in the Buynow Business Division in Mainland, and assets are denominated in RMB, and the Group’s statements are expressed in NTD , the appreciation of the RMB against NTD is beneficial to the Company.
COVID-19 started in Wuhan in January 2020 and spreading to the whole world caused panic and crashed the stock markets, currency markets and commodity markets around the world. The need for safe haven pushed the demand for US dollars. The US dollar index closed at 103. As the pandemic worsened in the U.S., the US dollar weakened due to declining confidence of investors. With the lesson learned from the
139
global financial crisis in 2008, the Fed was extremely prompt in its response to COVID19. A variety of loose measures were introduced. The decision-making basis for interest rate adjustments was changed into average inflation rates over a time period. The timeline for the low-interest environment was extended as well. The FOMC meeting in December 2020 indicated that the zero interest rate will continue into 2023. As a result, the US dollar has become super weak. The US dollar index went from the high point at 102.8 in March 2020 to below 90 in December. Whilst the global economy was in a deep recession due to COVID-19, Taiwan posted positive GDP growth in 2020 with its success in fending off the virus. Meanwhile, strong exports in Taiwan attracted a capital influx and strengthened the NT dollars. Both the stock market and the currency market in Taiwan rose at the beginning of 2021. TAIEX hit a record high and the NT dollar appreciated to 28 against the US dollar. The US dollar and the NT dollar became the strong currencies of the world. The Company will continue to closely watch the global economic status, refer to analyses and reports by banks and engage in appropriate currency hedges to mitigate the impact of exchange rate fluctuations.
-
(II) Policies, Main Causes of Gain or Loss and Future Response Measures with Respect to Highrisk, High-leveraged Investments, Lending or Endorsement Guarantees, and Derivatives Transactions.
-
The Company is not engaged in high-risk and highly leveraged investments. All investments have been carefully evaluated, and will not be made unless a resolution is passed by the Board of Directors.
-
The Company only lends funds and provides endorsements and guarantees to the subsidiaries in which it directly or indirectly holds more than 50% of the shares, or the companies for whom endorsements and guarantees are made in a joint investment relationship based on the proportion of shareholding. As the subsidiaries only maintain a small amount of capital, in order to meet the needs of the working capital of the invested subsidiaries, after the Board of Directors evaluates the necessity of and approves the funds and endorsement, the Company will provide support by lending funds or making endorsements and guarantees.
No other gains or losses are derived from the transactions of funds lending and endorsement & guarantee between the Company and its subsidiaries other than the interest income from funds lent.
-
The operation of the Company’s derivative products is limited to foreign exchange transactions for exchange rate hedging, aimed at analysis and evaluation of the transactions undertaken based on the Company’s net foreign exchange position, and the risks of changes in exchange rates. The profits or losses from such transactions will be included in the exchange income account for evaluation, and risks have been taken into consideration for all operations in accordance with the regulations prescribed by the competent authorities.
-
(III) Future Research and Development Projects, and Corresponding budget.
-
1.Please refer to pages 107-109 of the annual report for details on the Company’s R&D projects for the next year.
-
2.It is estimated that the research and development expenses for the whole year will account for about 3-5% of the annual operating revenue. R&D expenses totaled NTD 547,461(in thousands)in 2020, or 3.7% of the revenue from the notebook business. R&D expenses were NTD 136,759 (in thousands) in the first quarter of 2021, or 2.9% of the revenue
140
from the notebook business.
-
(IV) Effects of and Response to Changes in Significant Policies and Regulations on the Financial Operations of the Company.
-
All departments and legal offices of the Company will pay attention to the changes in important policies and laws at home and abroad, and evaluate their impact on the Company.
-
Other recent changes in policies and laws at home and abroad have no significant impact on the Company’s current financial business.
-
(V) Effects of and Response to Changes in Technology and in Industry on the Financial Operations of the Company.
-
The Company pays attention to the changes in the relevant technology in the industry at all times, and assigns special personnel or ad hoc groups to evaluate the impact of such changes on the Company’s future development and financial business, and the corresponding measures if necessary.
-
The changes in the relevant technology for the most recent year have no significant impact on the Company’s current financial business.
-
(VI) The Impact of Changes in Corporate Image on Corporate Risk Management, and the Company’s Response Measures: None.
-
(VII) Expected Benefits from, Risk Relating to and Response to Merger and Acquisition Plans: None.
-
(VIII) Expected Benefits from, Risk Relating to and Response to Factory and Expansion Plans. The production capacity of the Kunshan Plant is sufficient to meet the annual demand of about 2 million units. This year, there is no need for expansion of plants, and the Company is expected to replace old equipment, improve AI automation production, and improve production efficiency and quality.
-
(IX) Risks Relating to and Response to Excessive Concentration of Purchase and Sales.
-
The Company’s procurement strategy is flexible with strong adaptability to the market. At the same time, it maintains good relationships with many suppliers. The current production base is concentrated in the Mainland Kaibo (Kunshan) Plant. To cut down costs of materials, more than 95% of materials are directly purchased from Taiwanese suppliers by the Kushan Plant at present. The delivery time, quality and prices will improve the production efficiency of Kunshan Plan, and effectively reduce inventory risks.
-
The Company’s sales customer base is scattered. As we attract customers with product advantages, fast delivery and good services, and have established good relationships with many small and medium-sized distributors around the world, there are no risks from the concentration of single customers.
-
(X) Effects of, Risks Relating to and Response to Large Share Transfer or Changes in Shareholdings by Directors, Supervisors, or Shareholders with Shareholding of over 10%.
-
The number of shares held by the directors and supervisors of the Company is stable, free from mass transfer.
-
(XI) Effects of, Risks Relating to and Response to Changes in Control over the Company: None.
-
(XII) Litigation or Non-litigation Matters, list the finished or pending major lawsuits, non-litigation or administrative proceedings in which the Company and its directors, supervisors, general manager, actual controller, major shareholders holding more than 10% of the shares, and affiliated companies are involved; and disclose the facts, amount of subject matter, commencement date for litigation, parties to litigation, and treatment up to the date of publication of the annual report if the outcome thereof may have a significant impact on shareholders’ equity or prices for securities.
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-
Description of the major lawsuits, non-litigation or administrative proceedings which have been closed or pending in the most recent year and up to the date of publication of the annual report: The Company has not been involved in any lawsuits, non-litigation or administrative proceedings up to the date of publication of the annual report.
-
The Company’s directors, supervisors, general managers and the affiliated companies in which the Company holds more than 10% of the shares have not been involved in any lawsuits, non-litigation or administrative proceedings in the most recent year and up to the date of publication of the annual report.
(XIII) Other significant risks and countermeasures: None.
VII. Other significant matters: None.
142
VIII. Additional Information
I. Summary of Affiliated Companies
(I) Organization chart of affiliates
==> picture [791 x 372] intentionally omitted <==
143
==> picture [805 x 343] intentionally omitted <==
144
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145
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146
(II) Basic information of affiliated companies
| Unit:thousandinNTDandforeigncurrency | Unit:thousandinNTDandforeigncurrency | |||
|---|---|---|---|---|
| Company name | Establishment date | Registered address |
Paid-in capital | Remark |
| Kapok Computer Co., Ltd. CLEVO Investment Corporation CLEVO (CAYMAN ISLANDS) HOLDING COMPANY KAPOK COMPUTER (SAMOA) CORPORATION CLEVO COMPUTER SINGAPORE PTE LTD. BUYNOW ON-LINE HOLDING CORPORATION BUYNOW GLOBAL CORPORATION BUYNOW (HANGZHOU) CORPORATION BUYNOW (ZHENGZHOU) CORPORATION BUYNOW GROUP (CHANGSHA) CORPORATION BUYNOW (NANCHANG) CORPORATION BUYNOW (GUANGZHOU) CORPORATION FLYING WOLF INVESTMENT LIMITED BUYNOW (XIAMEN) CORPORATION BUYNOW GROUP (XIAN) CORPORATION FLYING INTERNATIONAL INVESTMENT LIMITED BUYNOW (CHANGCHUN) CORPORATION BUYNOW (WUXI) CORPORATION BUYNOW GROUP (QINGDAO) CORPORATION BUYNOW (HARBIN) CORPORATION |
1993/04/01 1998/08/01 2001/02/22 2001/08/20 1998/03/30 2009/04/03 2002/06/28 2002/08/28 2003/01/31 2003/01/07 2003/01/31 2004/09/28 2001/08/23 2005/07/28 2003/09/25 2002/05/16 2004/01/19 2003/12/29 2003/09/08 2004/03/03 |
1F, No. 189 Yucheng Street, Nangang District, Taipei City 1F, No. 189 Yucheng Street, Nangang District, Taipei City P. O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205 Cayman Islands Grand Floor NPF Building, Beach Road, Apia, Samoa 10 Anson Road, #12-15 International Plaza, Singapore 079903 Ground Floor NPF Building, Beach Road, Apia, Samoa Palm Grove House, P.O. Box 438, Road Town, Tortola , British Virgin Islands Palm Grove House, P.O. Box 438, Road Town, Tortola , British Virgin Islands Ground Floor NPF Building, Beach Road, Apia, Samoa P.O. Box 3152, Road Town, Tortola, British Virgin Islands Ground Floor NPF Building, Beach Road, Apia, Samoa Ground Floor NPF Building, Beach Road, Apia, Samoa Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands Ground Floor NPF Building, Beach Road, Apia, Samoa Ground Floor NPF Building, Beach Road, Apia, Samoa Ground Floor NPF Building, Beach Road, Apia, Samoa Ground Floor NPF Building, Beach Road, Apia, Samoa Ground Floor NPF Building, Beach Road, Apia, Samoa Ground Floor NPF Building, Beach Road, Apia, Samoa Ground Floor NPF Building, Beach Road, Apia, Samoa |
NTD 80,000 NTD 140,000 USD 369,370 USD 16,000 SGD 22,325 USD 1,100 USD 3,600 USD 5,000 USD 3,000 USD 4,000 USD 3,000 USD 5,000 USD 3,000 USD 3,000 USD 3,000 USD 3,000 USD 2,000 USD 2,000 USD 3,500 USD 3,000 |
Design and sales of computers and computer peripherals General investment business General investment business General investment business General investment business General investment business General investment business General investment business General investment business General investment business General investment business General investment business General investment business General investment business General investment business General investment business General investment business General investment business General investment business General investment business |
147
| Company name | Establishment date | Registered address |
Paid-in capital | Remark |
|---|---|---|---|---|
| BUYNOW (CHENGDU) CORPORATION BUYNOW (CHONGQING) LIMITED BUYNOW ON-LINE LIMITED BUYNOW (DAQING) CORPORATION BUYNOW (ZIBO) CORPORATION BUYNOW (BEIJING) CORPORATION SKILL DEVELOP INTERNATIONAL LIMITED WELL ASIA INVESTMENT LIMITED BUYNOW (YANCHENG) CORPORATION BUYNOW (HUIZHOU) CORPORATION BUYNOW (GUIYANG) CORPORATION BUYNOW (YINGKOU) CORPORATION BUYNOW (ANSHAN) CORPORATION BUYNOW SZ. CORPORATION SMARTER CAPITAL LIMITED BUYNOW (TAIZHOU) CORPORATION BUYNOW (DEZHOU) CORPORATION BUYNOW (LUOYANG) CORPORATION BUYNOW (FUJIAN QUANZHOU) CORPORATION BUYNOW (JINZHOU) CORPORATION BUYNOW (SHANTOU) CORPORATION CLEVO (HK) INVESTMENT HOLDING LIMITED Buynow Electronic Information (Shanghai) |
2006/11/08 2008/09/17 2009/04/29 2009/12/29 2010/04/16 2002/06/11 2004/08/23 1992/10/29 2010/08/16 2010/08/30 2010/04/27 2011/04/13 2011/05/12 2010/07/07 2010/03/22 2011/08/24 2011/08/24 2011/09/09 2011/09/09 2011/12/19 2012/12/04 2014/01/17 1998/05/11 |
Ground Floor NPF Building, Beach Road, Apia, Samoa RM 2702-03 CC Wu Building, 302- 8 Hennessy Road, Wanchai, Hong Kong RM 2702-03, C. C. Wu Building, 302-8 Hennessy Road, Wanchai, Hong Kong Ground Floor NPF Building, Beach Road, Apia, Samoa Ground Floor NPF Building, Beach Road, Apia, Samoa Ground Floor NPF Building, Beach Road, Apia, Samoa Ground Floor NPF Building, Beach Road, Apia, Samoa 28/F WING ON CENTRE 111 CONNAUGHT RD CENTRAL HK Ground Floor NPF Building, Beach Road, Apia, Samoa Ground Floor NPF Building, Beach Road, Apia, Samoa Ground Floor NPF Building, Beach Road, Apia, Samoa Ground Floor NPF Building, Beach Road, Apia, Samoa Ground Floor NPF Building, Beach Road, Apia, Samoa Ground Floor NPF Building, Beach Road, Apia, Samoa Ground Floor NPF Building, Beach Road, Apia, Samoa Ground Floor NPF Building, Beach Road, Apia, Samoa Ground Floor NPF Building, Beach Road, Apia, Samoa Ground Floor NPF Building, Beach Road, Apia, Samoa Ground Floor NPF Building, Beach Road, Apia, Samoa Ground Floor NPF Building, Beach Road, Apia, Samoa Ground Floor NPF Building, Beach Road, Apia, Samoa 31/F CHINACHEM CENTURY TOWER 178 GLOUCESTER RD WANCHAI HK No.1111 Zhaojiabin Road, Xuhui District, Shanghai City |
USD 7,000 USD 5,000 USD 1,100 USD 3,000 USD 3,000 USD 6,000 USD 9,350 USD 9,200 USD 31,500 USD 1,500 USD 10,000 USD 15,000 USD 38,000 USD 14,900 USD 14,900 USD 17,000 USD 30,000 USD 30,000 USD 15,000 USD 15,000 USD 19,200 USD 100 USD 16,500 |
General investment business General investment business General investment business General investment business General investment business General investment business General investment business General investment business General investment business General investment business General investment business General investment business General investment business General investment business General investment business General investment business General investment business General investment business General investment business General investment business General investment business General investment business Showroom hires for computers and electronic products; information consultation; repair & maintenance services, and property management |
148
| Company name | Establishment date | Registered address |
Paid-in capital | Remark |
|---|---|---|---|---|
| Buynow Electronic Information (Hangzhou) Buynow Electronic Information (Zhengzhou) CHANGSHA HONGYU BUYSINESS MANAGEMENT CO.,LTD Buynow (Nanchang) Industry Co., Ltd. Guangzhou Buynow Corporation Buynow Electronic Information (Shenyang) Buynow (Fujian) Electronic Co., Ltd. BUYNOW(XI'AN) INDUSTRY CO.,LTD Tianjin Buynow Electronic Information Buynow (Changchun) Industry Co., Ltd. Buynow (Wuxi) Corporation |
2002/09/26 2003/04/16 2003/04/15 2003/03/31 2004/11/22 2002/05/31 2005/01/14 2004/02/27 2002/08/16 2005/06/23 2006/01/12 |
No.23 Jiaogong Road, Xihu District, Hangzhou City No. 509 Buynow Building, No. 11 East Section of Dongfeng Road, Jinshui District, Zhengzhou City No.9 Renmin Road, Yuhua District, Changsha City No.318 Zhongshan Road, Xihu District, Nanchang City, Jiangxi Province IT4F-4A01, 4th Floor, Buynow Technology Building, 598 Tianhe Road, Tianhe District, Guangzhou No.5, 90A, South Sanhao Street, Hoping District, Shenyang City No. 76, 78, 80 South Hubin Road, Siming District, Xiamen City No. 68, Middle Section of Yanta Road, Beilin District, Xian City No.336 Anshan West Road, Nankai District, Tianjin City 6th Floor, Buynow Technology Building, 1313 Gongnongda Road, Chaoyang District, Changchun City No. 25 Renmin West Road, Wuxi City |
USD 5,000 USD 3,000 USD 3,000 USD 3,000 USD 5,000 USD 3,000 USD 3,000 USD 3,000 USD 6,000 USD 2,100 USD 2,800 |
R&D, production, sale and after- sale services of computer hardware and software; and property management R&D, production, sale and after- sale services of computer hardware and software; and property management Business venue hires and ancillary services; preparation and sale of Chinese meals Business venue hires and ancillary services in commercial properties internally developed R&D, production, sale and after- sale services of computer hardware and software; electronic digital technology products and maintenance services; retail & department stores; distribution of computers, software, electronics products, and communication equipment R&D, production and sale of computer hardware and software; wholesale and retail of daily necessities and household items; after-sale services of the aforesaid products; and property management R&D, production, sale and after- sale services of computer hardware and software; property management, venue hires and ancillary services R&D, wholesale and repair & maintenance services of computer hardware, software and electronic digital products; development and sale of Xiamen Buynow Technology Building; and property management R&D, production, sale and after- sale services of computer hardware and software; property management, venue hires and ancillary services R&D, production, sale and after- sale services of computer hardware and software; retail & department stores; wholesale and retail of electronics products and communication equipment; after- sale services of the aforesaid products; property management, venue hires and ancillary services R&D, production, sale and after- sale services of computer hardware and software; property management, venue hires and ancillary services R&D, production and sale of computer hardware and software; retail & department stores; wholesale and retail of electronics products and communication equipment;after-sale services of |
149
| Company name | Establishment date | Registered address |
Paid-in capital | Remark |
|---|---|---|---|---|
| Qingdao Buynow Technology Industrial Co., Ltd. Buynow (Harbin) Industry Co., Ltd. Kapok Computer (Kunshan) Co., Ltd. Buynow (Chengdu) Electronic Information Co., Ltd. Buynow (Nanjing) Facility Leasing and Management Co., Ltd. Kalor Buynow (Heifei) Electronic Information Co., Ltd. Quality Trust Property Management (Hangzhou) Co., Ltd. Wuxi Quntai Property Management Co., Ltd. Buynow (Chongqing) Industry Co., Ltd. Shanghai BUYNOW Online Information Technology Co., Ltd. |
2004/05/19 2004/12/09 2001/11/06 1998/06/18 1999/09/19 2007/10/24 2006/08/01 2007/10/30 2008/12/02 2009/07/08 |
No.147 Liaoning Road, North District, Qingdao City No. 87 Xidazhi Street, Nangang District, Harbin City, Heilongjiang Province No. 200, Second Avenue, Kunshan Comprehensive Free Trade Area, Jiangsu Province No. 118 Xinnan Road, Wuhou District, Chengdu City, Sichuan Province No. 333 Zhujiang Road, Xuanwu District, Nanjing City Floor 1-3, Anhui International Business Center, 162 Jinzhai Road, Hefei City, Anhui Province No.23 Jiaogong Road, Xihu District, Hangzhou City Room 501, Buynow Technology Building, No. 25 Renmin West Road, Wuxi City No. 2 CQA4Z02, 4th Floor, No. 2, Keyuan First Road, Jiulongpo District, Chongqing City Shop XHA3C02/XHA3C03 shop, 3rd Floor, No. 339 Caoxi North Road, Xuhui District, Shanghai City |
USD 17,000 USD 3,000 USD 6,000 USD 7,000 USD 1,550 USD 1,800 USD 750 CNY 500 USD 5,000 USD 1,000 |
the aforesaid products; property management, venue hires and ancillary services R&D, production and sale of computer hardware and software; retail & department stores; wholesale and retail of electronics products and communication equipment; after-sale services of the aforesaid products; property management, restaurant management, venue hires and ancillary services R&D, production, sale and after- sale services of computer hardware and software; and property management R&D and manufacturing of notebooks, tablets, palmtops, communication information products, semi-finished products and relevant components; sale and repair & maintenance services for internally produced products R&D, production and sale of computer hardware and software; retail & department stores; wholesale and retail of electronics products and communication equipment; after-sale services of the aforesaid products; property management, restaurant management and venue hires Leasing and management of commercial facilities; ancillary services; internal management of buildings R&D, production and sale of computer hardware and software; retail & department stores; wholesale and retail of electronics products; after-sale services of the aforesaid products Property management; real estate information consultancy; property letting agency; housekeeping services; car park management; business services Property management; real estate information consultancy; realtor agency services; housekeeping services; car park management; and other business services R&D, production and sale of computer hardware and software and electronics products; shopping mall management services; business management consulting; wholesale and retail of electronics products (excluding electronic publications); property management, car park services, and restaurant management Wholesale, retail and after-sale services of home appliances, computers & peripherals, communication equipment, electric machinery, office suppliers & |
150
| Company name | Establishment date | Registered address |
Paid-in capital | Remark |
|---|---|---|---|---|
| Daqing Buynow Corporation Zibo Buynow Electronic Information Co., Ltd. BEIJING CLEVO INVESTMENT MANAGEMENT CONSULTANT CO.,LTD. Buynow (Yancheng) Electronic Corp. China Buynow Electronic Information (Huizhou) Clevo (China) Investment Co., Ltd. Suzhou Jinzuo Corporation Limited GUIYANG BUYNOW ELECTRONIC INFORMATION CO., LTD. Yingkou Buynow Electronic Information Corporation Limited Anshan Buynow Electronic Information Corporation Limited Taizhou Buynow Electronic Information Corporation Limited |
2010/05/18 2010/08/03 2003/01/02 2010/10/29 2008/10/17 2010/09/21 2006/11/22 2011/03/04 2011/06/10 2011/06/20 2011/10/24 |
No. 25, Weiqi Road, Dongfeng New Village, Sartu District, Daqing City, Heilongjiang Province No. 31 Liuquan Road, Zhangdian District, Zibo City Room 818, Clevo Hesheng Building, 32 Zhongguancun Street, Haidian District, Beijing City No. 22, Huancheng North Road, Yancheng City 4th Floor, No. 20 Eling North Road, Huizhou City 20th Floor, No.1600 Zhongshan West Road, Xuhui District, Shanghai City No.258 Guangji South Road, Gusu District, Suzhou City No. 87 Boai Road, Nanming District, Guiyang City No.18 Dongcheng Garden, Zhanqian District, Yingkou City No. 38 (1st-10th floors), Shengli South Road, Tiedong District, Anshan City, Liaoning Province No. 51, Renmin East Road, Hailing District, Taizhou City |
USD 3,000 USD 3,000 CNY 64,604 USD 31,500 CNY 25,000 USD 30,000 CNY 100,000 USD 10,000 USD 15,000 USD 38,000 USD 17,000 |
relevant products; technology development, transfer and supporting services for networking, computer hardware & software, and communication equipment; and property management Showroom hires and ancillary services for computers and electronic products; information consultation; repair & maintenance services, and property management R&D, production and sale of computer hardware and software; wholesale and retail of electronic digital technology products; after- sale services of the aforesaid products; and property management Investment management consultancy; wholesale of electronics products; commission and agency services & consultancy; import/export of goods; and property management R&D, production and sale of computer hardware and software; wholesale and retail of electronic digital technology products; after- sale services of the aforesaid products; and property development & management R&D, production and sale of computer hardware and software; wholesale and retail of digital technology products; after-sale services of the aforesaid products; property development and restaurant management Investment; R&D department establishment; consultation for import/export, wholesale, and commision agency Business management and property management services R&D of computer hardware, software and relevant products; development, construction, sale, letting and management of own properties R&D of computer hardware, software and relevant products; business management services; property development & management; property letting and sale; property management; and hotel management Computer hardware, software and digital electronic products; business management and consultancy; hotel and restaurant management; property management; real estate information consultancy Electronic products information consultancy; retail of computer hardware, software and electronic digitalproducts;leasingand |
151
| Company name | Establishment date | Registered address |
Paid-in capital | Remark |
|---|---|---|---|---|
| Dezhou Buynow Electronic Information Corporation Limited Luoyang Buynow Electronic Information Corporation Limited Quanzhou Buynow Corporation Buynow (Jinzhou) Industrial Co., Ltd. Kunshan Kaishuo Trading Co., Ltd. Guangdong Huijing Real Estate Development Co., Ltd. Shanghai Buynow Electronic Products Market Management Co., Ltd. Kunshan Kaiming Trading Co., Ltd. |
2011/10/28 2012/08/10 2013/04/24 2013/09/05 2014/01/26 1997/07/09 2005/12/16 2007/07/01 |
No. 500 Jiefang Middle Avenue, Decheng District, Dezhou City, Shandong Province No. 300, Zhongzhou Middle Road, Xigong District, Luoyang City No.79 Jiuyi Road, Licheng District, Quanzhou City 3-19A, Red Leaf Maple Scenery, Chrysanthemum Area in Lingho District, Jinzhou City No. 8, Zhaofeng Road, Huaqiao Town, Kunshan City, Jiangsu Province IT2F-2C43, Guangzhou Buynow Commercial Plaza, 598 Tianhe Road, Tianhe District, Guangzhou City Basement room 01, room 101, 2nd- 5th Floor, No. 339 Caoxi North Road, Shanghai City Room 219, 220, No. 8, Weiye Road, Kunshan Development Zone |
USD 30,000 USD 30,000 USD 15,000 USD 15,000 USD 1,000 CNY 92,030 CNY 105,000 CNY 3,500 |
management of commercial facilities; and ancillary services R&D, sale and repair & maintenance services of computer hardware, software and related electronics products; business management consulting; shopping mall management services; property management, restaurant services, distribution of different kinds of advertisements in the domestic market; imports/exports; entertainment services; education consultation Wholesale, retail, and after-sale repair & maintenance services of computer hardware, software and digital electronic products; business management & consulting services; hotels and restaurant services; retail and department stores; shopping mall management and property management Property management; development, production, wholesale, retail, and repair & maintenance services of software and consumer electronic products; consultancy services in international economy, technology, and information Wholesale, retail, and after-sale repair & maintenance services of computer hardware, software and consumer electronic products; business management & consulting services; restaurant services; retail and department stores; shopping mall management and property management Wholesale and import/export of machinery & parts; cables & wires; refrigeration equipment, construction and decoration materials, firefighting facilities; compressors & parts, elevators & parts; and relevant consultancy services R&D, production and sale of computer hardware and software; wholesale, retail and after-sale repair & maintenance services of electronic digital technology products; retail & department sores; shopping mall management and property development R&D, production and sale of computer hardware and software; wholesale, retail and after-sale repair & maintenance services of electronic digital technology products; retail & department sores; shopping mall management and property development Sale and repair & maintenance services of notebooks, tablets, desktops, palmtops, communication |
152
| Company name | Establishment date | Registered address |
Paid-in capital | Remark |
|---|---|---|---|---|
| Wuxi Buynow Electronic Market Co., Ltd. Beijing Kaiye Electronic Technology Co., Ltd. Shantou Buynow Mall Co., Ltd. Shanghai Huizhuan Restaurant Management Co., Ltd. Shanghai Huiho Advertising Co., Ltd. |
2009/01/05 2008/12/31 2010/12/31 2016/07/04 2014/04/01 |
No. 25 Renmin West Road, Nanchang District, Wuxi City 10F, Building 1, Yard 4, Changyi Road, Chaoyang District, Beijing, 1013 Room 609, North Tower, Buynow Plaza, No. 98, Changping Road, Longhu District, Shantou City Shop 1Y03, Section 101, No. 339 Caoxi North Road, Xuhui District, Shanghai Shop XHDF2B01-01, 2nd Floor, No. 339 Caoxi North Road, Xuhui District, Shanghai City |
CNY 500 CNY 80,000 CNY 118,000 CNY 5,000 CNY 1,000 |
products and relevant parts; export of goods and technologies Letting and services of market venues and facilities; market management; restaurant management; property management and car park management Technology promotion services; computer repair & maintenance; motor vehicle parking space services; property management; business management & consultancy; letting of commercial properties; wholesale of computer hardware, software and peripherals; retail & department stores Own property management & operation services; retail & department stores; import/export of goods and technologies; R&D, production and repair & maintenance services of computer software and electronic digital technology products Restaurant management; sale of daily essentials Advertising design, marketing |
153
Note 1: The exchange rate of foreign currency to Taiwan dollar is as follows: USD SGD RMB JPY 2020.12.31 Exchange rate 28.096 21.251 4.3060 0.2724
(III) The information of same shareholder for those who are presumed to be in control and subordinate relation: Not applicable
(IV) Description of business relationship
-
The industries covered by the entire business operations of the Company: R&D, design, manufacturing, sales, after-sales service, business consultation, technical consultation, general investment, property management, production, sales of clothing, subsidiary food, and operations of cafe.
-
The businesses operated by the affiliated companies are related to each other, and the division of business operations:
-
(1) CLEVO (CAYMAN ISLANDS) HOLDING COMPANY 、 KAPOK COMPUTER (SAMOA) CORPORATION 、 CLEVO COMPUTER SINGAPORE PTE LTD 、 BUYNOW ON-LINE HOLDING CORPORATION 、 BUYNOW GLOBAL CORPORATION 、 BUYNOW (HANGZHOU) CORPORATION 、 BUYNOW (ZHENGZHOU) CORPORATION 、 BUYNOW GROUP (CHANGSHA) CORPORATION 、 BUYNOW (NANCHANG) CORPORATION 、 BUYNOW (GUANGZHOU) CORPORATION 、 FLYING WOLF INVESTMENT LIMITED 、 BUYNOW (XIAMEN) CORPORATION 、 BUYNOW GROUP (XIAN) CORPORATION 、 FLYING INTERNATIONAL INVESTMENT LIMITED 、 BUYNOW (CHANGCHUN) CORPORATION 、 BUYNOW (WUXI) CORPORATION 、 BUYNOW GROUP (QINGDAO) CORPORATION 、 BUYNOW (HARBIN) CORPORATION 、 BUYNOW (CHENGDU) CORPORATION 、 BUYNOW (CHONGQING) LIMITED 、 BUYNOW ON-LINE LIMITED 、 BUYNOW (DAQING) CORPORATION 、 BUYNOW (ZIBO) CORPORATION 、 BUYNOW (BEIJING) CORPORATION 、 SKILL DEVELOP INTERNATIONAL LIMITED 、 WELL ASIA INVESTMENT LIMITED 、 BUYNOW (YANCHENG) CORPORATION 、 BUYNOW (HUIZHOU ) CORPORATION 、 BUYNOW (GUIYANG) CORPORATION 、 BUYNOW (YINGKOU ) CORPORATION 、 BUYNOW (ANSHAN) CORPORATION 、 BUYNOW SZ. CORPORATION 、 SMARTER CAPITAL LIMITED 、 BUYNOW (TAIZHOU ) CORPORATION 、 BUYNOW (DEZHOU) CORPORATION 、 BUYNOW (LUOYANG) CORPORATION 、 BUYNOW (FUJIAN QUANZHOU) CORPORATION 、 BUYNOW (JINZHOU) CORPORATION 、 BUYNOW (SHANTOU) CORPORATION: It is the holding company owned by CLEVO Co. for investments in China; CLEVO (HK) INVESTMENT HOLDING LIMITED is the holding company owned by CLEVO Co. for investments in Japan.
-
(2) Kapok Computer Co., Ltd. provides after-sales maintenance services for the products of Clevo.
-
(3) None of the following companies is involved in businesses directly related to Clevo Co.: CLEVO Investment Corporation; Buynow Electronic Information (Shanghai); Buynow Electronic Information (Hangzhou); Buynow Electronic Information (Zhengzhou); Changsha Hongyu Business Management Co., Ltd.; Buynow (Nanchang) Industry Co., Ltd.; Guangzhou Buynow Corporation;Buynow Electronic Information (Shenyang); Buynow (Fujian) Electronic Co., Ltd.; Buynow (Xian) Industry Ltd.; Tianjin Buynow Electronic Information; Buynow (Changchun) Industry Co., Ltd.; Buynow (Wuxi) Corporation; Qingdao Buynow Technology Industrial Co., Ltd.; Buynow (Harbin) Industry Co., Ltd.; Buynow (Chengdu) Electronic Information Co., Ltd.; Buynow (Nanjing) Facility Leasing and Management Co., Ltd.; Kalor Buynow (Heifei) Electronic Information Co., Ltd.; Quality Trust Property Management (Hangzhou) Co., Ltd.; Wuxi Quntai Property Management Co., Ltd.; Buynow (Chongqing) Industry Co., Ltd.; Shanghai BUYNOW Online Information Technology Co., Ltd.; Daqing Buynow Corporation; Zibo Buynow Electronic Information Co., Ltd.;Beijing CLEVO Investment Management Consultant Co., Ltd.; Buynow (Yancheng) Electronic Corp.; Buynow Electronic Information (Huizhou); Clevo (China) Investment Co., Ltd.; Suzhou Jinzuo Corporation Limited; Guiyang Buynow Electronic Information Corporation Limited; Yingkou Buynow Electronic Information Corporation Limited; Anshan Buynow Electronic Information Corporation Limited; Taizhou Buynow Electronic Information Corporation Limited; Dezhou Buynow Electronic Information Corporation Limited; Luoyang Buynow Electronic Information Corporation Limited; Quanzhou Buynow Corporation; Buynow (Jinzhou) Industrial Co., Ltd.; Kunshan Kaishuo Trading Co., Ltd.; Guangdong Huijing Real Estate Development Co., Ltd.; Shanghai Buynow Electronic Products Market Management Co., Ltd.; Wuxi Buynow Electronic Market Co., Ltd.; Beijing Kaiye Electronic Technology Co., Ltd.; Shantou Buynow Mall Co., Ltd.; Xiamen Lejing Internet Bar Co., Ltd.; Shanghai Huizhuan Restaurant Management Co., Ltd.; Shanghai Huiho Advertising Co., Ltd.; and Kunshan Kaiming
154
Trading Co., Ltd.
- (4) KAPOK COMPUTER (KUNSHAN) CO., LTD. provides processing services for Clevo, and is engaged in production and sales of self-made products.
155
(V) Information of directors and supervisors of affiliated companies
| Unit: Thousand shares; % | Unit: Thousand shares; % | Unit: Thousand shares; % | ||
|---|---|---|---|---|
| Company name | Title | Name or representative |
Number of shares held | |
| Number of Shares |
% of shareholding |
|||
| Kapok Computer Co., Ltd. CLEVO Investment Corporation CLEVO (CAYMAN ISLANDS) HOLDING COMPANY KAPOK COMPUTER (SAMOA) CORPORATION CLEVO COMPUTER SINGAPORE PTE LTD. BUYNOW ON-LINE HOLDING CORPORATION BUYNOW GLOBAL CORPORATION BUYNOW (HANGZHOU) CORPORATION BUYNOW (ZHENGZHOU) CORPORATION BUYNOW GROUP (CHANGSHA) CORPORATION BUYNOW (NANCHANG) CORPORATION BUYNOW (GUANGZHOU) CORPORATION FLYING WOLF INVESTMENT LIMITED BUYNOW (XIAMEN) CORPORATION BUYNOW GROUP (XIAN) CORPORATION |
Chairman Director Director Supervisor Chairman Director Director Supervisor Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director |
Hsu,Kun-tai Yueh-Yuan Hsu Tsai,Ming-Hsien Chien,Yih-Long Hsu,Kun-tai Tsai,Ming-Hsien Yueh-Yuan Hsu Chien,Yih-Long Hsu,Kun-tai Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien |
8,000 14,000 - - - - - - - - - - - - - - - - - - - - - - - - - |
100% 100% - - - - - - - - - - - - - - - - - - - - - - - - - |
156
| Company name | Title | Name or representative |
Number of shares held | Number of shares held |
|---|---|---|---|---|
| Number of Shares |
% of shareholding |
|||
| FLYING INTERNATIONAL INVESTMENT LIMITED BUYNOW (CHANGCHUN) CORPORATION BUYNOW (WUXI) CORPORATION BUYNOW GROUP (QINGDAO) CORPORATION BUYNOW (HARBIN) CORPORATION BUYNOW (CHENGDU) CORP. BUYNOW (CHONGQING) LIMITED BUYNOW ON-LINE LIMITED BUYNOW (DAQING) CORPORATION BUYNOW (ZIBO) CORPORATION BUYNOW (BEIJING) CORPORATION SKILL DEVELOP INTERNATIONAL LIMITED WELL ASIA INVESTMENT LIMITED BUYNOW (YANCHENG) CORPORATION BUYNOW (HUIZHOU) CORPORATION BUYNOW (GUIYANG) CORPORATION BUYNOW (YINGKOU) CORPORATION |
Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director |
Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Hsu,Kun-tai Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
157
| Company name | Title | Name or representative |
Number of shares held | Number of shares held |
|---|---|---|---|---|
| Number of Shares |
% of shareholding |
|||
| BUYNOW (ANSHAN) CORPORATION Buynow SZ. Corporation SMARTER CAPITAL LIMITED BUYNOW (TAIZHOU) CORPORATION BUYNOW (DEZHOU) CORPORATION BUYNOW (LUOYANG) CORPORATION BUYNOW (FUJIAN QUANZHOU) CORPORATION BUYNOW (JINZHOU) CORPORATION BUYNOW (SHANTOU) CORPORATION CLEVO (HK) INVESTMENT HOLDING LIMITED Buynow Electronic Information (Shanghai) Buynow Electronic Information (Hangzhou) Buynow Electronic Information (Zhengzhou) CHANGSHA HONGYU BUYSINESS MANAGEMENT CO.,LTD |
Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Chairman Director Director Supervisor Chairman General manager and director Director Chairman Director Director Supervisor Chairman Director Director Supervisor |
Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Tsai,Ming-Hsien Hsu,Kun-tai Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Lin,Bi-tao Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Lin,Bi-tao Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Lin,Bi-tao |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
158
| Company name | Title | Name or representative |
Number of shares held | Number of shares held |
|---|---|---|---|---|
| Number of Shares |
% of shareholding |
|||
| Buynow (Nanchang) Industry Co., Ltd. Guangzhou Buynow Corporation Buynow Electronic Information (Shenyang) Buynow (Fujian) Electronic Co., Ltd. BUYNOW(XI'AN) INDUSTRY CO.,LTD Tianjin Buynow Electronic Information Buynow (Changchun) Industry Co., Ltd. Buynow (Wuxi) Corporation Qingdao Buynow Technology Industrial Co., Ltd. Buynow (Harbin) Industry Co., Ltd. |
Chairman Director Director Chairman Director Director Chairman Director Director Supervisor Chairman Director Director Supervisor Chairman Director Director Supervisor Chairman Director Director Supervisor Chairman Director Director Supervisor Chairman Director Director Supervisor Chairman Director Director Supervisor Chairman Director Director Supervisor |
Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Lin,Bi-tao Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Lin,Bi-tao Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Lin,Bi-tao Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Lin,Bi-tao Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Lin,Bi-tao Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Lin,Bi-tao Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Lin,Bi-tao Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Lin,Bi-tao |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
159
| Company name | Title | Name or representative |
Number of shares held | Number of shares held |
|---|---|---|---|---|
| Number of Shares |
% of shareholding |
|||
| Kapok Computer (Kunshan) Co., Ltd. Buynow (Chengdu) Electronic Information Co., Ltd. Buynow (Nanjing) Facility Leasing and Management Co., Ltd. Kalor Buynow (Heifei) Electronic Information Co., Ltd. Quality Trust Property Management (Hangzhou) Co., Ltd. Wuxi Quntai Property Management Co., Ltd. Buynow (Chongqing) Industry Co., Ltd. Shanghai BUYNOW Online Information Technology Co., Ltd. Daqing Buynow Corporation Zibo Buynow Electronic Information Co., Ltd. BEIJING CLEVO INVESTMENT MANAGEMENT CONSULTANT CO.,LTD. |
Chairman Director Director Supervisor Chairman Director Director Supervisor Chairman Director Director Supervisor Chairman Director Director Supervisor Executive director Supervisor Executive director Supervisor Chairman Director Director Supervisor Executive director Supervisor Chairman Director Director Supervisor Chairman Director Director Supervisor Chairman Director Director Supervisor |
Tsai,Ming-Hsien Hsu,Kun-tai Chien,Yih-Long Lin,Guan-Yen Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Lin,Bi-tao Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Lin,Bi-tao Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Lin,Bi-tao Chen,Hsueh-Wen Lin,Bi-tao Chen,Hsueh-Wen Lin,Bi-tao Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Lin,Bi-tao Tsai,Ming-Hsien Lin,Bi-tao Hsu,Kun-tai Chen,Hsueh-Wen Tsai,Ming-Hsien Lin,Bi-tao Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Lin,Bi-tao Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Lin,Bi-tao |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
160
| Company name | Title | Name or representative |
Number of shares held | Number of shares held |
|---|---|---|---|---|
| Number of Shares |
% of shareholding |
|||
| Buynow (Yancheng) Electronic Corp. China Buynow Electronic Information (Huizhou) Clevo (China) Investment Co., Ltd. Suzhou Jinzuo Corporation Limited GUIYANG BUYNOW ELECTRONIC INFORMATION CO., LTD. Yingkou Buynow Electronic Information Corporation Limited Anshan Buynow Electronic Information Corporation Limited Taizhou Buynow Electronic Information Corporation Limited Dezhou Buynow Electronic Information Corporation Limited Luoyang Buynow Electronic Information Corporation Limited |
Chairman Director Director Supervisor Chairman Director Director Supervisor Chairman Director Director Supervisor Chairman Director Director Supervisor Chairman Supervisor Director Director Director Supervisor Chairman Director Director Supervisor Chairman Director Director Supervisor Chairman Director Director Supervisor Chairman Director Director Supervisor |
Hsu,Kun-tai Tsai,Ming-Hsien Kun-Tai Huang Yu,Tien-Jung Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Lin,Bi-tao Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Lin,Bi-tao Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Lin,Bi-tao Hsu,Kun-tai Lin,Bi-tao Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Lin,Bi-tao Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Lin,Bi-tao Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Lin,Bi-tao Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Lin,Bi-tao Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Lin,Bi-tao |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
161
| Company name | Title | Name or representative |
Number of shares held | Number of shares held |
|---|---|---|---|---|
| Number of Shares |
% of shareholding |
|||
| Quanzhou Buynow Corporation Buynow (Jinzhou) Industrial Co., Ltd. Kunshan Kaishuo Trading Co., Ltd. Guangdong Huijing Real Estate Development Co., Ltd. Shanghai Buynow Electronic Products Market Management Co., Ltd. Kunshan Kaiming Trading Co., Ltd. Wuxi Buynow Electronic Market Co., Ltd. Beijing Kaiye Electronic Technology Co., Ltd. Shantou Buynow Mall Co., Ltd. Shanghai Huizhuan Restaurant Management Co., Ltd. Shanghai Huiho Advertising Co., Ltd. |
Director Director General manager and director Supervisor Chairman Director Director Supervisor Director Director Director Supervisor Chairman Director Director Executive director Supervisor Executive director Supervisor Executive director Director Supervisor Chairman Director Director Supervisor Chairman Director Director Supervisor Executive director Supervisor Executive director Supervisor |
Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Lin,Bi-tao Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Lin,Bi-tao Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Lin,Bi-tao Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Hsu,Kun-tai Lin,Bi-tao Tsai,Ming-Hsien Yu,Tien-Jung Hsu,Kun-tai Chen,Hsueh-Wen Lin,Bi-tao Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Lin,Bi-tao Hsu,Kun-tai Tsai,Ming-Hsien Chen,Hsueh-Wen Lin,Bi-tao Weilun Gao Wen-Yuan Li Chen,Hsueh-Wen Sikai Chen |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
162
(VI) Summary of Operating Performances of Affiliated Companies in 2020
| Unit:NTD/thousand dollars | Unit:NTD/thousand dollars | Unit:NTD/thousand dollars | Unit:NTD/thousand dollars | Unit:NTD/thousand dollars | Unit:NTD/thousand dollars | Unit:NTD/thousand dollars | Unit:NTD/thousand dollars | |
|---|---|---|---|---|---|---|---|---|
| Company name | Paid-in capital | Total assets | Total liabilities |
Shareholders' equity |
Operating Revenue |
Operating profit (loss) |
Net profit (net loss) after tax of the current period |
Earnings per share |
| Kapok Computer Co., Ltd. | 80,000 | 56,686 |
242 |
56,444 |
0 |
(303) |
13,950 |
1.74 |
| CLEVO Investment Corporation | 140,000 | 73,692 |
134 |
73,558 |
0 |
(107) |
12,416 |
0.89 |
| KAPOK COMPUTER (SAMOA) CORPORATION | 489,985 | 1,719,924 |
0 |
1,719,924 |
(26) |
(11,921) |
331,379 |
20.71 |
| Kapok Computer (Kunshan) Co., Ltd. | 238,599 | 7,372,842 |
5,706,460 |
1,666,381 |
10,976,944 |
(5,442) |
347,349 |
6.99 |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY | 15,754,974 | 43,507,352 |
424,511 |
43,082,841 |
2,071 |
(18,594) |
43,825 |
0.12 |
| BUYNOW (ANSHAN) CORPORATION | 1,119,393 | 796,833 |
0 |
796,833 |
0 |
0 |
(315,464) |
(8.30) |
| BUYNOW (BEIJING) CORPORATION | 244,256 | 1,739,615 |
0 |
1,739,615 |
0 |
0 |
51,320 |
8.55 |
| BUYNOW (CHANGCHUN) CORPORATION | 64,064 | 2,890,784 |
0 |
2,890,784 |
0 |
0 |
78,601 |
39.30 |
| BUYNOW (CHENGDU) CORPORATION | 278,468 | 3,493,855 |
0 |
3,493,855 |
0 |
0 |
72,617 |
10.37 |
| BUYNOW (CHONGQING) LIMITED | 169,140 | 1,065,694 |
0 |
1,065,694 |
0 |
0 |
8,801 |
1.76 |
| BUYNOW (DAQING) CORPORATION | 96,894 | 11,713 | (11,713) |
0 |
0 |
8,345 |
2.78 |
|
| BUYNOW (DEZHOU) CORPORATION | 881,914 | 164,068 |
0 |
164,068 |
0 |
0 |
(143,604) |
(4.79) |
| BUYNOW (GUANGZHOU) CORPORATION | 161,745 | 2,309,199 |
0 |
2,309,199 |
0 |
(1) |
2,526 |
0.51 |
| BUYNOW (GUIYANG) CORPORATION | 301,236 | 257,375 |
0 |
257,375 |
0 |
0 |
(345) |
(0.03) |
| BUYNOW (HANGZHOU) CORPORATION | 173,107 | 3,328,705 |
0 |
3,328,705 |
0 |
0 |
116,657 |
23.33 |
| BUYNOW (HARBIN) CORPORATION | 99,012 | 124,235 |
0 |
124,235 |
0 |
(1) |
41,675 |
13.89 |
| BUYNOW (HUIZHOU) CORPORATION | 200,737 | 87,145 | (87,145) |
0 |
0 |
(11,351) |
(7.57) |
|
| BUYNOW (LUOYANG) CORPORATION | 894,346 | 195,151 |
0 |
195,151 |
0 |
0 |
(47,306) |
(1.58) |
| BUYNOW (NANCHANG) CORPORATION | 104,484 | 2,782,419 |
0 |
2,782,419 |
0 |
0 |
54,479 |
18.16 |
| BUYNOW GROUP (QINGDAO) CORPORATION | 115,648 | 100,070 |
0 |
100,070 |
0 |
0 |
(11,162) |
(3.19) |
| BUYNOW (TAIZHOU) CORPORATION | 505,786 | 290,991 |
0 |
290,991 |
0 |
0 |
524 |
0.03 |
| BUYNOW (WUXI) CORPORATION | 64,054 | 1,240,536 |
0 |
1,240,536 |
0 |
0 |
42,501 |
21.25 |
| BUYNOW (XIAMEN) CORPORATION | 95,502 | 1,866,141 |
0 |
1,866,141 |
0 |
0 |
45,717 |
15.24 |
| BUYNOW (YANCHENG) CORPORATION | 931,920 | 757,651 |
28,096 |
729,555 |
0 |
0 |
(2) |
0.00 |
| BUYNOW (YINGKOU) CORPORATION | 434,082 | 409,421 |
0 |
409,421 |
0 |
0 |
(318) |
(0.02) |
163
| Company name | Paid-in capital | Total assets | Total liabilities |
Shareholders' equity |
Operating Revenue |
Operating profit (loss) |
Net profit (net loss) after tax of the current period |
Earnings per share |
|---|---|---|---|---|---|---|---|---|
| BUYNOW (ZHENGZHOU) CORPORATION | 103,185 | 3,181,264 |
0 |
3,181,264 |
0 |
0 |
69,971 |
23.32 |
| BUYNOW (ZIBO) CORPORATION | 95,805 | 77,347 | (77,347) |
0 |
0 |
(11,391) |
(3.80) |
|
| BUYNOW GLOBAL CORPORATION | 118,490 | 887,573 |
0 |
887,573 |
0 |
0 |
54,480 |
15.13 |
| BUYNOW GROUP (CHANGSHA) CORPORATION | 136,180 | 220,808 |
0 |
220,808 |
0 |
0 |
(2,802) |
(0.70) |
| BUYNOW GROUP (XIAN) CORPORATION | 96,543 | 793,610 |
0 |
793,610 |
0 |
0 |
34,168 |
11.39 |
| BUYNOW ON-LINE HOLDING CORPORATION | 35,513 | 8,667 | (8,667) |
0 |
0 |
(727) |
(0.66) |
|
| BUYNOW ON-LINE LIMITED | 35,483 | 8,666 | (8,666) |
0 |
(29) |
(727) |
(0.66) |
|
| BUYNOW SZ. CORPORATION | 452,081 | 995,790 |
0 |
995,790 |
0 |
0 |
47,527 |
3.19 |
| BUYNOW (FUJIAN QUANZHOU) CORPORATION | 446,195 | 437,607 |
0 |
437,607 |
0 |
0 |
(5,220) |
(0.35) |
| BUYNOW (JINZHOU) CORPORATION | 448,081 | 313,020 |
0 |
313,020 |
0 |
0 |
(33,741) |
(2.25) |
| BUYNOW (SHANTOU) CORPORATION | 578,224 | 253,206 |
0 |
253,206 |
0 |
0 |
(215,486) |
(11.22) |
| CLEVO (HK) INVESTMENT HOLDING LIMITED | 3,138 | 1,204 |
0 |
1,204 |
0 |
(268) |
(2,497) |
(24.97) |
| CLEVO COMPUTER SINGAPORE PTE LTD. | 420,061 | 7,527,574 |
160 |
7,527,414 |
0 |
(261) |
127,535 |
5.71 |
| FLYING INTERNATIONAL INVESTMENT LIMITED | 178,968 | 2,300,491 |
0 |
2,300,491 |
0 |
0 |
9,321 |
3.11 |
| FLYING WOLF INVESTMENT LIMITED | 96,141 | 3,055,539 |
0 |
3,055,539 |
0 |
0 |
41,641 |
13.88 |
| SKILL DEVELOP INTERNATIONAL LIMITED | 581,916 | 5,070,236 |
0 |
5,070,236 |
0 |
0 |
43,926 |
4.70 |
| SMARTER CAPITAL LIMITED | 1,013,693 | 995,790 |
0 |
995,790 |
0 |
0 |
47,527 |
3.19 |
| WELL ASIA INVESTMENT LIMITED | 277,817 | 5,070,286 |
50 |
5,070,236 |
0 |
(116) |
43,926 |
4.77 |
| CLEVO JAPAN GK | 0 | 0 |
0 |
0 |
0 |
(1,796) |
(1,844) |
|
| Shanghai BUYNOW Online Information Technology Co., Ltd. |
32,630 | 1,323 |
12,706 |
(11,383) |
28 |
(367) |
(535) |
(0.08) |
| Buynow Electronic Information (Shanghai) | 521,418 | 4,656,312 |
1,751,931 |
2,904,382 |
0 |
(394) |
60,134 |
0.56 |
| Shanghai Buynow Electronic Products Market Management Co.,Ltd. |
504,484 | 6,703,176 |
2,069,372 |
4,633,804 |
236,065 |
101,249 |
122,504 |
1.17 |
| Shanghai Huiho Advertising Co., Ltd. | 4,850 | 5,724 |
120 |
5,604 |
959 |
57 |
64 |
0.06 |
| Shanghai Huizhuan Restaurant Management Co., Ltd. | 22,884 | 1,650 |
28,714 |
(27,063) |
12,817 |
(10,293) |
(11,934) |
(2.39) |
| Daqing Buynow Corporation | 98,158 | 778,749 |
790,462 |
(11,713) |
60,366 |
25,180 |
8,345 |
0.41 |
| Tianjin Buynow Electronic Information | 224,794 | 2,967,616 |
682,100 |
2,285,515 |
61,297 |
13,715 |
8,107 |
0.17 |
164
| Company name | Paid-in capital | Total assets | Total liabilities |
Shareholders' equity |
Operating Revenue |
Operating profit (loss) |
Net profit (net loss) after tax of the current period |
Earnings per share |
|---|---|---|---|---|---|---|---|---|
| Beijing Kaiye Electronic Technology Co., Ltd. | 359,053 | 51,640 |
174,401 |
(122,761) |
83,420 |
63,096 |
63,206 |
0.79 |
| BEIJING CLEVO INVESTMENT MANAGEMENT CONSULTANTCO.,LTD. |
305,459 | 3,599,442 |
1,310,474 |
2,288,968 |
130,047 |
101,669 |
67,526 |
1.05 |
| Shantou Buynow Mall Co., Ltd. | 574,562 | 2,063,959 |
1,810,752 |
253,206 |
659,461 |
(103,200) |
(215,486) |
(1.83) |
| Clevo (China) Investment Co., Ltd. | 897,135 | 2,834,240 |
521,366 |
2,312,874 |
163,839 |
(50,508) |
(63,411) |
(0.34) |
| BUYNOW(XI'AN) INDUSTRY CO.,LTD | 116,528 | 2,401,440 |
1,607,829 |
793,610 |
106,195 |
56,530 |
34,168 |
1.41 |
| Buynow (Changchun) Industry Co., Ltd. | 81,539 | 3,760,958 |
725,696 |
3,035,263 |
170,253 |
103,387 |
82,529 |
4.86 |
| Buynow (Nanjing) Facility Leasing and Management Co., Ltd. |
58,159 | 2,333,166 |
388,958 |
1,944,208 |
52,770 |
23,230 |
16,876 |
1.39 |
| Buynow (Nanchang) Industry Co., Ltd. | 119,297 | 5,030,583 |
2,248,164 |
2,782,419 |
131,008 |
95,712 |
54,479 |
2.19 |
| Buynow (Harbin) Industry Co., Ltd. | 111,364 | 2,203,254 |
2,082,500 |
120,755 |
3,898 |
(14,629) |
41,463 |
1.79 |
| Buynow (Chongqing) Industry Co., Ltd. | 164,167 | 1,855,236 |
789,543 |
1,065,693 |
79,674 |
29,032 |
8,801 |
0.26 |
| Buynow Electronic Information (Huizhou) | 120,115 | 501,106 |
718,969 |
(217,863) |
4,808 |
(1,031) |
(28,378) |
(1.14) |
| Buynow (Wuxi) Corporation | 106,622 | 2,417,244 |
680,529 |
1,736,715 |
128,712 |
71,788 |
59,500 |
2.68 |
| Buynow (Fujian) Electronic Co., Ltd. | 119,117 | 2,647,561 |
781,420 |
1,866,141 |
105,545 |
51,318 |
45,717 |
1.84 |
| Buynow (Jinzhou) Industrial Co., Ltd. | 448,342 | 1,822,022 |
1,509,002 |
313,020 |
3,785 |
(13,101) |
(33,741) |
(0.37) |
| Buynow (Yancheng) Electronic Corp. China | 942,511 | 729,555 |
0 |
729,555 |
0 |
(3) |
(2) |
0.00 |
| Buynow (Chengdu) Electronic Information Co., Ltd. | 278,468 | 4,559,619 |
1,065,764 |
3,493,855 |
121,038 |
64,031 |
72,617 |
1.25 |
| Buynow Electronic Information (Hangzhou) | 198,848 | 5,381,041 |
2,052,336 |
3,328,705 |
229,742 |
152,196 |
116,657 |
2.82 |
| Buynow Electronic Information (Zhengzhou) | 119,123 | 4,165,354 |
984,090 |
3,181,264 |
240,428 |
135,043 |
69,971 |
2.82 |
| Buynow Electronic Information (Shenyang) | 119,298 | 2,974,145 |
563,808 |
2,410,337 |
102,922 |
44,955 |
20,718 |
0.83 |
| Kunshan Kaiming Trading Co., Ltd. | 17,746 | 3,961 |
1,366 |
2,596 |
6,237 |
(955) |
(964) |
(0.28) |
| Kunshan Kaishuo Trading Co., Ltd. | 30,198 | 136,892 |
109,350 |
27,543 |
4,046 |
3,995 |
2,210 |
0.36 |
| CHANGSHA HONGYU BUYSINESS MANAGEMENT CO.,LTD |
119,297 | 848,939 |
628,131 |
220,808 |
24,931 |
19,641 |
(2,802) |
(0.11) |
| Qingdao Buynow Technology Industrial Co., Ltd. | 551,402 | 2,373,630 |
1,887,615 |
486,015 |
52,776 |
11,988 |
(54,213) |
(0.48) |
| Quanzhou Buynow Corporation | 446,195 | 898,794 |
461,187 |
437,607 |
30,634 |
25,932 |
(5,220) |
(0.06) |
| Luoyang Buynow Electronic Information Corporation Limited | 893,922 |
1,855,901 |
1,660,750 |
195,151 |
99,395 |
55,066 |
(47,306) |
(0.25) |
| Taizhou Buynow Electronic Information Corporation Limited | 507,871 | 879,753 |
588,764 |
290,989 |
33,450 |
17,162 |
(749) |
(0.01) |
| Zibo Buynow Electronic Information Co., Ltd. | 98,012 | 582,489 |
659,836 |
(77,347) |
35,498 |
10,262 |
(11,391) |
(0.56) |
165
| Company name | Paid-in capital | Total assets |
Total liabilities |
Shareholders' equity |
Operating Revenue |
Operating profit (loss) |
Net profit (net loss) after tax of the current period |
Earnings per share |
|---|---|---|---|---|---|---|---|---|
| Kalor Buynow (Heifei) Electronic Information Co., Ltd. | 69,491 | 2,660,161 |
474,667 |
2,185,495 |
95,376 |
55,434 |
52,712 |
3.64 |
| Wuxi Buynow Electronic Market Co., Ltd. | 2,454 | 2,340 |
0 |
2,340 |
0 |
0 |
19 |
0.04 |
| Wuxi Quntai Property Management Co., Ltd. | 2,402 | 33,136 |
5,314 |
27,823 |
27,371 |
2,344 |
3,673 |
7.35 |
| GUIYANG BUYNOW ELECTRONIC INFORMATION CO., LTD. |
303,271 | 2,016,103 |
1,758,728 |
257,375 |
0 |
(610) |
(345) |
(0.01) |
| Xiamen Lejing Internet Bar Co., Ltd. | 465 | 0 |
0 |
0 |
0 |
(2) |
3,357 |
0.00 |
| Quality Trust Property Management (Hangzhou) Co., Ltd. | 24,975 | 316,914 |
107,402 |
209,512 |
274,866 |
35,182 |
39,530 |
7.60 |
| Buynow Electronic Information Co., Ltd. | 198,670 | 2,695,997 |
392,384 |
2,303,613 |
13 |
(22) |
1,986 |
0.05 |
| Guangdong Huijing Real Estate Development Co., Ltd. | 442,167 | 11,279,365 |
3,479,867 |
7,799,497 |
288,218 |
148,704 |
67,828 |
0.74 |
| Dezhou Buynow Electronic Information Corporation Limited | 881,914 | 3,496,659 |
3,332,591 |
164,068 |
29,541 |
(178,873) |
(143,604) |
(0.76) |
| Anshan Buynow Electronic Information Corporation Limited | 1,150,017 | 3,573,710 |
2,776,876 |
796,833 |
229,425 |
(129,246) |
(315,464) |
(1.33) |
| Yingkou Buynow Electronic Information Corporation Limited | 464,194 | 789,897 |
380,477 |
409,420 |
0 |
(318) |
(318) |
0.00 |
| Suzhou Jinzuo Corporation Limited | 480,460 | 1,825,393 |
829,603 |
995,790 |
60,988 |
38,201 |
47,527 |
0.48 |
Note 1: If an affiliate is a foreign company, the relevant figures are converted into NTD at the exchange rate prevailing on the balance sheet date. Foreign currency to NTD exchange rate is as follows:
USD SGD RMB JPY 2020.12.31 Exchange rate 28.096 21.251 4.3060 0.2724
II. Private Placement Of Securities In The Most Recent Year And Up To The Date Of Publication Of The Annual Report: None.
166
III. The Shares In The Company Held Or Disposed By Subsidiaries In The Most Recent Year And Up To The Date Of Publication Of The Annual Report:
Unit: NTD thousand; number of shares; %
| Unit: | Unit: | NTD | thousand; | number of shares; | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Subsidiary’s name (Note 1) |
Paid-in capital |
Source of funds |
% of shareholding by the Company |
Date for acquisition or disposal of |
Number of shares acquired and the amount (Note 2) |
Number of shares disposed and the amount (Note 2) |
Profits or losses from investment |
Up to the date of publication of the annual report |
Pledges made |
The amount of endorsements and guarantees made for subsidiaries by the Company |
Amount of funds lent to subsidiaries by the Company |
|
| Number of shares held |
Amount held (Note 3) |
|||||||||||
| CLEVO Investment Co., Ltd. |
140,000 | Self-owned funds |
100% | 2020 | 0 | 0 | 0 | 10,080,669 | 108,182 |
None (Note 4) |
None | None |
| From the year up to the date of publication of the annual report |
0 |
0 | 0 | 10,080,669 | 108,182 |
|||||||
| KAPOK COMPUTER | 80,000 | Self-owned funds |
100% | 2020 | 0 | 0 | 0 | 16,966,596 | 95,306 |
None (Note 4) |
None | None |
| From the year up to the date of publication of the annual report |
0 |
0 | 0 | 16,966,596 | 95,306 |
Note 1: Please list separately for subsidiaries.
Note 2: The amount is referred to the actual amount of gain or disposal. There is no gained or disposed amount of shares or fund in 2020. Note 3: The information on holding and disposal should be separately listed, and the amount held is the originally acquired cost. Note 4: Impact on the Company's financial performance and financial conditions: None.
IV. Other supplementary matters: none
Nine. Matters According to Article 36.3.2 of the Securities and Exchange Act of Taiwan in the Most Recent Year and up to the Date of Printing of this Annual ReportWhich Have Significant Impact on the Shareholders’ Equity or Stock Price: None.
167
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of Clevo Co.
PWCR20004947
Opinion
We have audited the accompanying consolidated balance sheets of Clevo Co. and its subsidiaries (the “Group”) as at December 31, 2020 and 2019, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audit of the consolidated financial statements as of and for the year ended December 31, 2020 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China; and in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Rule No. Financial-Supervisory-Securities-Auditing1090360805 issued by the Financial Supervisory Commission on February 25, 2020 and generally accepted auditing standards in the Republic of China for our audit of the consolidated financial statements as of and for the year ended December 31, 2019. 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.
168
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s 2020 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Group’s 2020 consolidated financial statements are stated as follows:
Valuation of investment properties
Description
Refer to Note 4(19) for accounting policies on investment properties, Note 5(2) for uncertainty of accounting estimates and assumptions in relation to the fair value measurement of investment properties, and Note 6(9) for details of investment properties. As at December 31, 2020, the Group’s investment properties at fair value amounted to NT$63,638,847 thousand.
The Group measures investment properties using the fair value model. The fair value measurement is based on income approach and the discounted cash flow by using estimated future rental income less essential costs, and obtaining the valuation report by appraiser as valuation basis in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
The discount rate and future rental income used as the basis of fair value measurement mentioned above involves future prediction, and the estimated result has a significant impact on fair value measurement. Therefore, we consider the valuation of investment properties as a key audit matter. How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
-
Examined the analysis period and assumption methods used in the valuation report by the independent appraisers in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
-
Evaluated the reasonableness of rental earnings related to individual investment property, current market rents for similar comparable properties, rental growth rate and industry forecast reports.
-
Evaluated the reasonableness of discount rate used in valuation and capital costs caused by local property environment.
169
Existence of booth rental revenue
Description
Refer to Note 4(34) for accounting policies on revenue recognition and Note 6(22) for details of operating revenue. As at December 31, 2020, the Group’s rental revenue amounted to NT$2,425,737 thousand.
One of the operating revenues of the Group is to earn booth rental income from holding investment properties. After customers sign the contracts, the Group allocates and recognises booth rental revenue based on the period of realisation of agreements.
The customers of booth rental revenue are merchants in the location of investment property, the customers are numerous and most contract periods are from 6 months to one year. The main customers are primarily engaged in the sales of 3C products and food service. In recent years, the growth of ecommerce in China has made an impact on the sales of bricks-and-mortar stores. Therefore, there is higher uncertainty of existence of rental revenue. Thus, we consider the existence of booth rental revenue as a key audit matter.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
-
Ensured the reasonableness by validating and testing the appropriateness of internal controls over booth rental revenue, including inspecting the lease contracts and related supporting documents.
-
Verified existence of merchants by performing physical count of the booths.
-
Obtained the listings of booth rental revenue and confirmed the existence of booth rental revenue by sampling and inspecting the lease contracts and physical inventory lists.
Valuation of inventories
Description
Refer to Note 4(13) for accounting policy on the evaluation of inventories, Note 5(2) for uncertainty of accounting estimations and assumptions in relation to inventory valuation, and Note 6(4) for the details of inventory valuation. As at December 31, 2020, the balance of inventory and allowance for inventory valuation losses amounted to NT$3,913,537 thousand and NT$204,272 thousand, respectively.
The Group is primarily engaged in manufacturing and sales of notebook computers, construction in progress and buildings and land held for sale. Due to rapid technological innovations, short lifespan of electronic products and fluctuations in market prices, there is a higher risk of inventory losses due
170
from market value decline or obsolescence. Additionally, most of construction in progress and buildings and land held for sale are located in second-tier or third-tier cities. The property cycle is mostly influenced by local policy and economic situation. Due to long inventory holding period, there is a higher risk for inventory losses due from market value decline.
The Group recognises inventories at the lower of cost and net realizable value, and the net realizable value is estimated based on the age and damage of inventory. The allowance for inventory valuation losses is provided for those inventories aged over a certain period of time and individually identified as obsolete or damaged. As the amounts of inventories are material, the types of inventories vary, and the estimation of net realizable value is subject to management’s judgment, we consider the allowance for inventory valuation losses a key audit matter.
How our audit addressed the matter
We performed the following procedures in respect of the above key audit matter:
-
Ensured consistent application of accounting policies in relation to allowance for inventory valuation losses and assessed the reasonableness of these policies.
-
Obtained the listings of lower of cost or net realizable value and obsolescence losses amount, sampled and inspected related supporting documents. Calculated the accuracy and assessed the reasonableness of the estimation of net realizable value.
-
Verified information obtained from physical inventory of notebook computers, and inquired with management and relevant staff if the inventory is identified as slow-moving, surplus, obsolete or damaged.
Other matter – Parent company only financial reports
We have audited and expressed an unqualified opinion on the parent company only financial statements of Clevo Co. as at and for the years ended December 31, 2020 and 2019.
Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the
171
preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
172
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
173
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Wu, Han-Chi Liang, Hua-Ling For and on behalf of PricewaterhouseCoopers, Taiwan March 26, 2021
------------------------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
174
| ASSETS | Notes 6(1) 6(2) 6(1) 6(3) 6(3) and 7 6(4) and 8 6(11) 7 and 8 6(5) 6(6) and 8 6(7), 7 and 8 6(9) and 8 6(10) 6(29) 8 |
December31,2020 AMOUNT % $4,918,05151,609,46721,836,83322,248,9102--272-3,709,2654--935,809115,258,6071625,836-3,448,20844,711,60654,527,645563,638,8476730,705-612,83412,011,934279,007,61584$94,266,222100 |
December31,2019 | December31,2019 |
|---|---|---|---|---|
AMOUNT$4,918,0511,609,4671,836,8332,248,910-2723,709,265-935,80915,258,60725,8363,448,2084,711,6064,527,64563,638,84730,705612,8342,011,93479,007,615$94,266,222 |
AMOUNT$8,047,7841,022,1941,670,7721,996,9711,0222724,163,7683,786,016920,04921,608,84823,5173,430,4645,822,3374,465,98063,013,01529,926181,7941,810,85478,777,887$100,386,735 |
% | ||
| Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1136 Financial assets at amortised cost - current 1170 Accounts receivable, net 1180 Accounts receivable due from related parties, net 1220 Current income tax assets 130X Inventories 1460 Non-current assets or disposal groups classified as held for sale, net 1470 Other current assets 11XX Total current assets Non-current assets 1535 Financial assets at amortised cost - non-current 1550 Investments accounted for using equity method, net 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment property, net 1780 Intangible assets 1840 Deferred income tax assets 1990 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
8122--441 |
|||
22 |
||||
-36463--2 |
||||
78 |
||||
100 |
(Continued)
175
| LIABILITIES AND EQUITY | December31,2020 December31,2019 Notes AMOUNT % AMOUNT % 6(12) $6,856,1407$9,228,42996(2) 15,781-1,008-6(22) 179,636-574,301112,094-12,851-1,855,45521,580,84627 242,174-318,091-7 1,324,32322,211,79326(29) 189,550-25,387-6(17) 53,523-50,523-7 15,963-13,555-6(15) 6,594,53774,946,75156(13) and 7 476,15612,037,032217,815,3321921,000,567216(14) 5,000,00065,000,00056(15) 18,096,3781921,209,345216(29) 12,208,6091312,074,682127 96,305-52,348-6(5)(16) and 7 1,170,46011,254,532136,571,7523939,590,9073954,387,0845860,591,474606(18) 6,697,63076,697,63076(19) 95,864-333,951-6(20) 1,831,20621,724,342236,717,2723936,131,662361,118,86811,100,73916(21) (4,928,011 ) (5) (4,836,021 ) (5 )6(18) (1,653,691 ) (2) (1,357,042 ) (1 )39,879,1384239,795,2614039,879,1384239,795,261409 $94,266,222100$100,386,735100 |
|---|---|
| Current liabilities 2100 Short-term borrowings 2120 Financial liabilities at fair value through profit or loss - current 2130 Contract liabilities - current 2150 Notes payable 2170 Accounts payable 2180 Accounts payable - related parties 2200 Other payables 2230 Current income tax liabilities 2250 Provisions for liabilities - current 2280 Lease liabilities - current 2320 Long-term liabilities, current portion 2399 Other current liabilities 21XX Total current liabilities Non-current liabilities 2530 Corporate bonds payable 2540 Long-term borrowings 2570 Deferred income tax liabilities 2580 Lease liabilities - non-current 2670 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity attributable to owners of parent Share capital 3110 Ordinary share Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 3500 Treasury shares 31XX Total equity attributable to owners of parent 3XXX Total equity Significant contingent liabilities and unrecognised contract commitment 3X2X TOTAL LIABILITIES AND EQUITY |
176
| Items | Year ended December 31 2020 2019 Notes AMOUNT % AMOUNT % 6(22) and 7 $20,238,946100$21,900,6621006(4)(27)(28) and 7 (15,882,827) (79)(16,849,737) (77)4,356,119215,050,925236(27)(28) (1,095,907 ) (5) (1,822,221) (8 )(1,234,436 ) (6) (1,788,169) (8 )(547,461 ) (3) (561,398) (3 )12(3) (2,132)-5,026-(2,879,936) (14)(4,166,762) (19)1,476,1837884,16346(23) 67,743-201,55016(24) 248,8171370,72126(25) and 7 (229,855 ) (1)1,242,24456(26) and 7 (908,631 ) (4) (1,105,904) (5 )6(5) 41,948-166,8581(779,978) (4)875,4694696,20531,759,63286(29) (29,261)- (685,768) (3)$666,9443$1,073,8645 |
|---|---|
| 4000 Sales revenue 5000 Operating costs 5900 Net operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Impairment gain and reversal of impairment loss determined in accordance with IFRS 9 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7060 Share of profit of associates and joint ventures accounted for using equity method 7000 Total non-operating revenue and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year |
(Continued)
177
| Items | Year ended December 31 2020 2019 Notes AMOUNT % AMOUNT % 6(16) $54,574-$4,189-6(29) (10,915 )- (838)-43,659-3,351-6(21) (91,391 )- (2,046,091) (9 )6(21) (748 )- (90,518) (1 )6(21)(29) 149-34,476-(91,990 )- (2,102,133) (10 )($48,331 )- ( $2,098,782) (10 )$618,6133 ( $1,024,918) (5)$666,9443$1,068,6395$--$5,225-$618,6133 ( $1,043,348) (5 )$--$18,430-$1.12$1.75$1.11$1.74 |
|---|---|
| Other comprehensive income 8311 Gain on remeasurements on defined benefit plans 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8310 Other comprehensive income that will not be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8370 Share of other comprehensive loss of associates and joint ventures accounted for using equity method 8399 Income tax related to the components of other comprehensive income 8360 Other comprehensive loss that will be reclassified to profit or loss 8300 Total other comprehensive loss for the year 8500 Total comprehensive income (loss) for the year Profit attributable to: 8610 Owners of the parent 8620 Non-controlling interest Comprehensive income (loss) attributable to: 8710 Owners of the parent 8720 Non-controlling interest 9750 Basic earnings per share 9850 Diluted earnings per share |
178
Year ended December 31, 2019
Balance at January 1, 2019$ 6,797,630$832,968$149,571Profit for the year ---Other comprehensive income (loss) for the year 6(21) ---Total comprehensive income (loss) for the year ---Appropriations of 2018 earings 6(20) Legal reserve ---Special reserve ---Cash dividends ---Capital dividends 6(20) -(513,810 )-Treasury stock acquired 6(31) ---Treasury stock retired 6(18) (100,000) (12,254 ) (149,571 )Adjustment to capital surplus arising from dividends paid to subsidiaries --27,047Change in non-controlling interests ---Balance at December 31, 2019 $ 6,697,630$306,904$27,047Year ended December 31, 2020 Balance at January 1, 2020 $ 6,697,630$306,904$27,047Profit for the year ---Other comprehensive income (loss) for the year 6(21) ---Total comprehensive income (loss) for the year ---Appropriations of 2019 earings 6(20) Legal reserve ---Special reserve ---Capital dividends 6(20) -(248,906 )-Treasury stock acquired 6(31) ---Adjustment to capital surplus arising from dividends paid to subsidiaries --10,819Reversal of special reserve ---Balance at December 31, 2020 $ 6,697,630$57,998$37,866 |
$ 1,578,852$ 34,937,216$ 1,547,516 ( $ 2,741,605) --1,068,639---3,351 (2,115,338)--1,071,990 (2,115,338)145,490-(145,490 )--1,194,446 (1,194,446 )---(128,453 )-----------(50,378 )---------$ 1,724,342$ 36,131,662$ 1,100,739 ( $ 4,856,943) $ 1,724,342$ 36,131,662$ 1,100,739 ( $ 4,856,943) --666,944---43,659 (91,990)--710,603 (91,990)106,864-(106,864 )--993,875 (993,875 )--------------(408,265 )408,265-$ 1,831,206$ 36,717,272$ 1,118,868 ( $ 4,948,933) |
$20,922( $ 1,283,228 )$ 41,839,842$17,288$ 41,857,130--1,068,6395,2251,073,864--(2,111,987 )13,205 (2,098,782 )--(1,043,348 )18,430 (1,024,918 )------------ (128,453 )-(128,453 )-- (513,810 )-(513,810 )-(386,017 ) (386,017 )-(386,017 )-312,203-----27,047-27,047---(35,718 ) (35,718 )$20,922( $ 1,357,042 )$ 39,795,261$-$ 39,795,261$20,922( $ 1,357,042 )$ 39,795,261$-$ 39,795,261--666,944-666,944--(48,331 )-(48,331 )--618,613-618,613------------ (248,906 )-(248,906 )-(296,649 ) (296,649 )-(296,649 )--10,819-10,819-----$20,922( $ 1,653,691 )$ 39,879,138$-$ 39,879,138 |
|---|---|---|
179
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
|---|---|---|---|---|---|---|---|
| Profit before tax | $ |
696,205 |
$ |
1,759,632 |
|||
| Adjustments | |||||||
| Adjustments to reconcile profit (loss) | |||||||
| Depreciation | 6(6)(7)(27) | 290,236 |
291,355 |
||||
| Amortisation | 6(10)(27) | 11,612 |
9,073 |
||||
| Expected credit loss (gain) | 12(2) | 2,132 |
( |
5,025 ) |
|||
| Net gain on financial assets (liabilities) mandatorily | 6(25) | ||||||
| measured at fair value through profit or loss | ( |
271,284 ) |
( |
377,049 ) |
|||
| Interest expense | 6(26) | 908,631 |
1,105,904 |
||||
| Interest income | 6(23) | ( |
67,743 ) |
( |
201,550 ) |
||
| Dividend income | 6(24) | ( |
30,435 ) |
( |
26,052 ) |
||
| Share of profit of associates and joint ventures | 6(5) | ||||||
| accounted for using the equity method | ( |
41,948 ) |
( |
166,858 ) |
|||
| Gain of disposal of property, plant and equitment | 6(25) | ( |
103 ) |
( |
5,280 ) |
||
| Loss (gain) on disposal of investment property | 6(25) | 4,252 |
( |
463,078 ) |
|||
| Loss (gain) on disposal of investments | 6(25) | 95,088 |
( |
311,286 ) |
|||
| Loss (gain) on adjustment of investment properties at | 6(9)(25) | ||||||
| fair value | 55,918 |
( |
764,734 ) |
||||
| Impairment loss on non-current asset held for sale | 6(11) | 54,627 |
160,539 |
||||
| Changes in operating assets and liabilities | |||||||
| Changes in operating assets | |||||||
| Financial assets measured at fair value through | |||||||
| profit or loss | ( |
430,266 ) |
978,899 |
||||
| Accounts receivable, net | ( |
252,693 ) |
( |
364,099 ) |
|||
| Inventories | 345,587 |
1,184,684 |
|||||
| Capitalisation of interest (inventories) | 6(4) | ( |
31,917 ) |
( |
71,224 ) |
||
| Other current assets | 180,000 |
287,114 |
|||||
| Changes in operating liabilities | |||||||
| Contract liabilities | ( |
11,247 ) |
99,173 |
||||
| Note payable | ( |
757 ) |
( |
2,284 ) |
|||
| Accounts payable | 274,609 |
( |
9,569 ) |
||||
| Accounts payable - related parties | ( |
75,917 ) |
55,862 |
||||
| Other payables | 20,958 |
96,324 |
|||||
| Provisions for liabilities - current | 3,000 |
- |
|||||
| Other current liabilities | ( |
102,996 ) |
( |
60,720 ) |
|||
| Other non-current liabilities | 30,544 |
( |
111,240 ) |
||||
| Cash inflow generated from operations | 1,656,093 |
3,088,511 |
|||||
| Interest received | 72,659 |
206,879 |
|||||
| Dividends received | 30,435 |
26,052 |
|||||
| Interest paid | ( |
925,024 ) |
( |
1,116,558 ) |
|||
| Income taxes paid | ( |
154,341 ) |
( |
802,052 ) |
|||
| Net cash flows from operating activities | 679,822 |
1,402,832 |
(Continued)
180
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||
|---|---|---|---|---|---|---|---|
| Disposal of subsidiaries | 6(31) | $ |
- |
$ |
961,772 |
||
| Acquisition of property, plant and equipment | 6(31) | ( |
378,857 ) |
( |
620,086 ) |
||
| Proceeds from disposal of property, plant and equipment | 6(31) | 22,664 |
133,696 |
||||
| Acquisition of intangible assets | 6(10) | ( |
12,461 ) |
( |
18,830 ) |
||
| Acquisition of investment properties | 6(31) | ( |
129,543 ) |
( |
329,092 ) |
||
| Proceeds from disposal of investment properties | 6(9) | 12,667 |
4,066,394 |
||||
| Proceeds from disposal of non-current assets classified as | 6(31) | ||||||
| held for sale | 2,201,760 |
1,458,310 |
|||||
| Acquisition of investments accounted for using equity | |||||||
| method | - |
( |
1,000,000 ) |
||||
| Interest paid (capitalisation of interest) | 6(9) | ( |
151,641 ) |
( |
246,306 ) |
||
| (Increase) decrease in financial assets at amortised cost - | |||||||
| current | ( |
166,061 ) |
3,078,996 |
||||
| (Increase) decrease in financial assets at amortised cost - | |||||||
| non- current | ( |
2,319 ) |
92,333 |
||||
| Decrease in refundable deposits | 16,227 |
47,549 |
|||||
| (Increase) decrease in other non-current assets | ( |
315,745 ) |
19,377 |
||||
| Net cash flows from investing activities | 1,096,691 |
7,644,113 |
|||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||
| Proceeds from short-term borrowings | 81,050,167 |
70,491,330 |
|||||
| Repayments of short-term borrowings | ( |
83,419,869 ) |
( |
69,461,113 ) |
|||
| (Decrease) increase in other payables - related parties | ( |
215,650 ) |
215,650 |
||||
| Proceeds from issuing bonds | - |
5,000,000 |
|||||
| Repayments of bonds | ( |
200,000 ) |
( |
4,800,000 ) |
|||
| Proceeds from long-term borrowings | 25,350,858 |
26,814,012 |
|||||
| Repayments of long-term borrowings | ( |
26,795,824 ) |
( |
34,899,061 ) |
|||
| Decrease in guarantee deposit | ( |
13,012 ) |
( |
1,191,970 ) |
|||
| Cash dividends paid | 6(20) | ( |
248,906 ) |
( |
642,263 ) |
||
| Acquisition of treasury stock | 6(31) | ( |
296,649 ) |
( |
403,475 ) |
||
| Payments of lease liabilities | 6(32) | ( |
14,017 ) |
( |
7,614 ) |
||
| Change in non-controlling interests | - |
( |
22,742 ) |
||||
| Increase in other financial liabilities - current | - |
( |
6,728 ) |
||||
| Net cash flows used in financing activities | ( |
4,802,902 ) |
( |
8,913,974 ) |
|||
| Changes in exchange rates | ( |
103,344 ) |
118,270 |
||||
| Net (decrease) increase in cash and cash equivalents | ( |
3,129,733 ) |
251,241 |
||||
| Cash and cash equivalents at beginning of year | 8,047,784 |
7,796,543 |
|||||
| Cash and cash equivalents at end of year | $ |
4,918,051 |
$ |
8,047,784 |
181
CLEVO CO. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
1. HISTORY AND ORGANISATION
Clevo Co. (the “Company”) was incorporated as a company limited by shares under the provisions of the Company Act of the Republic of China (R.O.C.). The Company and its subsidiaries (collectively referred herein as the “Group”) are primarily engaged in the design, manufacture and sales of VDUs, computers and peripheral devices, and the leasing business of Buynow.
- THE DATE OF AUTHORISATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORISATION
These consolidated financial statements were authorized for issuance by the Board of Directors on March 26, 2021.
3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS
- (1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) as endorsed by the Financial Supervisory Commission (“FSC”)
New standards, interpretations and amendments endorsed by the FSC effective from 2020 are as follows:
| follows: | |
|---|---|
| Effective date by | |
| International Accounting | |
| New Standards,Interpretations andAmendments | Standards Board |
| Amendments to IAS 1 and IAS 8, ‘Disclosure Initiative-Definition of | January 1, 2020 |
| Material’ | |
| Amendments to IFRS 3, ‘Definition of a business’ | January 1, 2020 |
| Amendments to IFRS 9, IAS 39 and IFRS 7, ‘Interest rate benchmark | January 1, 2020 |
| reform’ | |
| Amendment to IFRS 16, ‘Covid-19-related rent concessions’ | June 1, 2020 (Note) |
Note: Earlier application from January 1, 2020 is allowed by the FSC.
The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
182
(2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by
the Group
New standards, interpretations and amendments endorsed by the FSC effective from 2021 are as follows:
| follows: | |
|---|---|
| Effective date by | |
| International Accounting | |
| New Standards, Interpretations and Amendments | Standards Board |
| Amendments to IFRS 4, ‘Extension of the temporary exemption from | January 1, 2021 |
| applying IFRS 9’ | |
| Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16, ‘ | January 1, 2021 |
| Interest Rate Benchmark Reform - Phase 2’ |
The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
(3) IFRSs issued by IASB but not yet endorsed by the FSC
New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:
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----- Start of picture text -----
Effective date by
International Accounting
New Standards, Interpretations and Amendments Standards Board
----- End of picture text -----
| endorsed by the FSC are as follows: New Standards, Interpretations and Amendments |
Effective date by International Accounting StandardsBoard |
|---|---|
| Amendments to IFRS 3, ‘Reference to the conceptual framework’ | January 1, 2022 |
| Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets between an investor and its associate or joint venture’ |
To be determined by International Accounting Standards Board |
| IFRS 17, ‘Insurance contracts’ | January 1, 2023 |
| Amendments to IFRS 17, ‘Insurance contracts’ | January 1, 2023 |
| Amendments to IAS 1, ‘Classification of liabilities as current or non- | January 1, 2023 |
| current’ | |
| Amendments to IAS 1, ‘Disclosure of accounting policies’ | January 1, 2023 |
| Amendments to IAS 8, ‘Definition of accounting estimates’ | January 1, 2023 |
| Amendments to IAS 16, ‘Property, plant and equipment: proceeds | January 1, 2022 |
| before intended use’ | |
| Amendments to IAS 37, ‘Onerous contracts - cost of fulfilling a | January 1, 2022 |
| contract’ | |
| Annual improvements to IFRSs 2018-2020 cycle | January 1, 2022 |
The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
183
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
(1) Compliance statement
- The consolidated financial statements of the Group have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”).
(2) Basis of preparation
-
A. Except for the following items, the consolidated financial statements have been prepared under the historical cost convention:
-
(a) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.
-
(b) Investment property measured at fair value.
-
(c) Defined benefit liabilities recognised based on the net amount of pension fund assets less present value of defined benefit obligation.
-
B. The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.
(3) Basis of consolidation
-
A. Basis for preparation of consolidated financial statements:
-
(a) All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are all entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.
-
(b) Inter-company transactions, balances and unrealized gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
184
-
(c) Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the noncontrolling interests having a deficit balance.
-
(d) Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity.
-
(e) When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognised in profit or loss. All amounts previously recognised in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognised in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.
185
B. Subsidiaries included in the consolidated financial statements:
| Name of investor |
Name of subsidiary |
Main business activities |
December 31,2020 December 31,2019 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 Ownership (%) |
Description |
|---|---|---|---|---|
| December 31,2020 |
||||
| The Company The Company The Company The Company The Company The Company Clevo (Cayman Islands) Holding Company Clevo (Cayman Islands) Holding Company |
Clevo Computer Singapore Pte Ltd. Clevo (Cayman Islands) Holding Company Kapok Computer (Samoa) Corporation Kapok Computer Co., Ltd. Clevo Investment Co., Ltd. Buynow On-line Holding Corporation Buynow Global Corporation Buynow (Hangzhou) Corporatioon |
Management and advisory of computers Investing Investing Design and sale of computers and computer peripherals Investing Investing Investing Investing |
100 100 100 100 100 100 100 100 |
186
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----- Start of picture text -----
Ownership (%)
Name of Name of Main business December December
investor subsidiary activities 31, 2020 31, 2019 Description
----- End of picture text -----
| investor | subsidiary | activities | 31, 2020 | 31, 2019 Description |
|---|---|---|---|---|
| Clevo (Cayman | Buynow | Investing | 100 | 100 |
| Islands) Holding | (Zhengzhou) | |||
| Company | Corporation | |||
| Clevo (Cayman | Buynow Group | Investing | 100 | 100 |
| Islands) Holding | (Changsha) | |||
| Company | Corporation | |||
| Clevo (Cayman | Buynow | Investing | 100 | 100 |
| Islands) Holding | (Nanchang) | |||
| Company | Corporation | |||
| Clevo (Cayman | Buynow | Investing | 100 | 100 |
| Islands) Holding | (Guangzhou) | |||
| Company | Corporation | |||
| Clevo (Cayman | Flying Wolf | Investing | 100 | 100 |
| Islands) Holding | Investment | |||
| Company | Limited | |||
| Clevo (Cayman | Buynow (Xiamen) | Investing | 100 | 100 |
| Islands) Holding | Corporation | |||
| Company | ||||
| Clevo (Cayman | Buynow Group | Investing | 100 | 100 |
| Islands) Holding | (Xian) | |||
| Company | Corporation | |||
| Clevo (Cayman | Buynow | Investing | 100 | 100 |
| Islands) Holding | (Changchun) | |||
| Company | Corporation |
187
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----- Start of picture text -----
Ownership (%)
Name of Name of Main business December December
investor subsidiary activities 31, 2020 31, 2019 Description
----- End of picture text -----
| investor | subsidiary | activities | 31, 2020 | 31, 2019 Description |
|---|---|---|---|---|
| Clevo (Cayman | Buynow Group | Investing | 100 | 100 |
| Islands) Holding | (Qingdao) | |||
| Company | Corporation | |||
| Clevo (Cayman | Buynow (Wuxi) | Investing | 100 | 100 |
| Islands) Holding | Corporation | |||
| Company | ||||
| Clevo (Cayman | Buynow (Harbin) | Investing | 100 | 100 |
| Islands) Holding | Corporation | |||
| Company | ||||
| Clevo (Cayman | Flying | Investing | 100 | 100 |
| Islands) Holding | International | |||
| Company | Investment | |||
| Limited | ||||
| Clevo (Cayman | Buynow | Investing | 100 | 100 |
| Islands) Holding | (Chongqing) | |||
| Company | Limited | |||
| Clevo (Cayman | Buynow (Daqing) | Investing | 100 | 100 |
| Islands) Holding | Corporation | |||
| Company | ||||
| Clevo (Cayman | Buynow (Zibo) | Investing | 100 | 100 |
| Islands) Holding | Corporation | |||
| Company | ||||
| Clevo (Cayman | Buynow (Beijing) | Investing | 100 | 100 |
| Islands) Holding | Corporation | |||
| Company | ||||
| Clevo (Cayman | Buynow | Investing | 100 | 100 |
| Islands) Holding | (Yancheng) | |||
| Company | Corporation | |||
| Clevo (Cayman | Skill Develop | Investing | 100 | 100 |
| Islands) Holding | International | |||
| Company | Limited |
188
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----- Start of picture text -----
Ownership (%)
Name of Name of Main business December December
investor subsidiary activities 31, 2020 31, 2019 Description
----- End of picture text -----
| investor | subsidiary | activities | 31, 2020 | 31, 2019 Description |
|---|---|---|---|---|
| Clevo (Cayman | Buynow | Investing | 100 | 100 |
| Islands) Holding | (Yingkou) | |||
| Company | Corporation | |||
| Clevo (Cayman | Buynow (Anshan) | Investing | 100 | 100 |
| Islands) Holding | Corporation | |||
| Company | ||||
| Clevo (Cayman | Buynow | Investing | 100 | 100 |
| Islands) Holding | (Huizhou) | |||
| Company | Corporation | |||
| Clevo (Cayman | Buynow | Investing | 100 | 100 |
| Islands) Holding | (Guiyang) | |||
| Company | Corporation | |||
| Clevo (Cayman | Buynow | Investing | 100 | 100 |
| Islands) Holding | (Taizhou) | |||
| Company | Corporation | |||
| Clevo (Cayman | Buynow (Dezhou) | Investing | 100 | 100 |
| Islands) Holding | Corporation | |||
| Company | ||||
| Clevo (Cayman | Buynow | Investing | 100 | 100 |
| Islands) Holding | (Luoyang) | |||
| Company | Corporation | |||
| Clevo (Cayman | Smarter Capital | Investing | 100 | 100 |
| Islands) Holding | Limited | |||
| Company |
189
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----- Start of picture text -----
Ownership (%)
Name of Name of Main business December December
investor subsidiary activities 31, 2020 31, 2019 Description
----- End of picture text -----
| investor | subsidiary | activities |
31, 2020 | 31, 2019 | Description |
|---|---|---|---|---|---|
| Clevo (Cayman | Buynow (Fujian | Investing | 100 | 100 | |
| Islands) Holding | Quanzhou) | ||||
| Company | Corporation | ||||
| Clevo (Cayman | Buynow (Jinzhou) | Investing | 100 | 100 | |
| Islands) Holding | Corporation | ||||
| Company | |||||
| Clevo (Cayman | Clevo (China) | Investing in | 100 | 100 | |
| Islands) Holding | Investment Co., | companies, setting | |||
| Company | Ltd. | up R&D | |||
| department and | |||||
| consultation | |||||
| service | |||||
| Clevo (Cayman | Buynow | Investing | 100 | 100 | |
| Islands) Holding | (Shantou) | ||||
| Company | Corporation | ||||
| Clevo (Cayman | Clevo (HK) | Investing | 100 | 100 | |
| Islands) Holding | Investment | ||||
| Company | Holding Limited | ||||
| Clevo (HK) | Clevo Japan GK | Investing | - | 100 | (Note 3) |
| Investment | |||||
| Holding Limited | |||||
| Buynow | Buynow | Investing | 100 | 100 | |
| On-line Holding | On-line Limited | ||||
| Corporation | |||||
| Skill Develop | Well Asia | Investing | 100 | 100 | |
| International | Investment | ||||
| Limited | Limited | ||||
| Clevo Computer | Buynow | Investing | 100 | 100 | |
| Singapore Pte | (Chengdu) | ||||
| Ltd. | Corporation |
190
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----- Start of picture text -----
Ownership (%)
Name of Name of Main business December December
investor subsidiary activities 31, 2020 31, 2019 Description
----- End of picture text -----
| investor | subsidiary | activities |
31, 2020 | 31, 2019 | Description |
|---|---|---|---|---|---|
| Clevo Computer | Buynow | Manufacturing, | 100 | 100 | |
| Singapore Pte | (Nanjing) Facility | sale, research and | |||
| Ltd. | Leasing and | development | |||
| Management Co., | of computers and | ||||
| Ltd. | computer | ||||
| peripherals and | |||||
| services for related | |||||
| electronics | |||||
| products | |||||
| Clevo Computer | Kalor Buynow | Manufacturing, | 100 | 100 | |
| Singapore Pte | (Heifei) Electronic | sale, research and | |||
| Ltd. | Information Co., | development | |||
| Ltd. | of computers and | ||||
| computer | |||||
| peripherals and | |||||
| services for related | |||||
| electronics | |||||
| products | |||||
| Clevo Computer | Qingdao Buynow | Manufacturing, | 8.82 | 8.82 | (Note 1) |
| Singapore Pte | Technology | sale, research and | |||
| Ltd. | Industry Co., Ltd. | development | |||
| of computers and | |||||
| computer | |||||
| peripherals; | |||||
| Display, advisory | |||||
| and after-sales | |||||
| service of digital | |||||
| products; Property | |||||
| management of | |||||
| self-owned | |||||
| buildings |
191
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----- Start of picture text -----
Ownership (%)
Name of Name of Main business December December
investor subsidiary activities 31, 2020 31, 2019 Description
----- End of picture text -----
| investor | subsidiary | activities | 31, 2020 | 31, 2019 | Description |
|---|---|---|---|---|---|
| Buynow Group | Qingdao Buynow | Manufacturing, | 20.59 | 20.59 | (Note 1) |
| (Qingdao) | Technology | sale, research and | |||
| Corporation | Industry Co., Ltd. | development | |||
| of computers and | |||||
| computer | |||||
| peripherals; | |||||
| Display, advisory | |||||
| and after-sales | |||||
| service of digital | |||||
| products; Property | |||||
| management of | |||||
| self-owned | |||||
| buildings | |||||
| Kapok | Kapok Computer | Manufacturing, | 100 | 100 | |
| Computer | (Kunshan) Co., | sale, research and | |||
| (Samoa) | Ltd. | development and | |||
| Corporation | maintenance | ||||
| service | |||||
| of computers, | |||||
| notebooks, tablets, | |||||
| information and | |||||
| communication | |||||
| products and | |||||
| computer | |||||
| components | |||||
| Buynow Global | Shanghai Buynow | Rental of | 21.21 | 21.21 | (Note 1) |
| Corporation | Electronic | exhibition, | |||
| Information Co., | advisory, | ||||
| Ltd. | maintenance | ||||
| service and | |||||
| property | |||||
| management of | |||||
| computer and | |||||
| related electronics | |||||
| products |
192
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----- Start of picture text -----
Ownership (%)
Name of Name of Main business December December
investor subsidiary activities 31, 2020 31, 2019 Description
----- End of picture text -----
| investor | subsidiary | activities |
31, 2020 | 31, 2019 Description |
|---|---|---|---|---|
| Buynow Global | Quality Trust | Property | 100 | 100 |
| Corporation | Property | management, | ||
| Management Co., | advisory of real | |||
| Ltd. | estate, building | |||
| leasing, | ||||
| housekeeping | ||||
| service, parking | ||||
| lot service, car | ||||
| wash service and | ||||
| business service | ||||
| Buynow Global | Kunshan Kaishuo | Mechanical | 100 | 100 |
| Corporation | Trading Co., Ltd. | equipment and | ||
| accessories, wire | ||||
| and cable, air | ||||
| conditioning | ||||
| equipment, | ||||
| building and | ||||
| decoration | ||||
| material, lighting | ||||
| equipment, | ||||
| Kitchen appliance, | ||||
| water cleaner, | ||||
| pipeline and | ||||
| accessories, fire | ||||
| safety equipment, | ||||
| compressor and | ||||
| accessories, | ||||
| wholesale of | ||||
| elevators and | ||||
| appliances, import | ||||
| and export and | ||||
| advisory services | ||||
| Buynow | Buynow | Manufacturing, | 100 | 100 |
| (Hangzhou) | (Hangzhou) | sale, research and | ||
| Corporation | Electronic | development and | ||
| Information Co., | after-sales service | |||
| Ltd. | of computers and | |||
| computer | ||||
| peripherals; | ||||
| Property | ||||
| management of | ||||
| buildings |
193
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----- Start of picture text -----
Ownership (%)
Name of Name of Main business December December
investor subsidiary activities 31, 2020 31, 2019 Description
----- End of picture text -----
| investor | subsidiary | activities |
31, 2020 | 31, 2019 Description |
|---|---|---|---|---|
| Buynow Group | Buynow (Xian) | Manufacturing, | 100 | 100 |
| (Xian) | Industry Co., Ltd. | sale, maintenance | ||
| Corporation | service, research | |||
| and development | ||||
| of computers and | ||||
| computer | ||||
| peripherals and | ||||
| digital products | ||||
| Buynow Group | Buynow | Manufacturing, | 100 | 100 |
| (Changsha) | (Changsha) | sale, research and | ||
| Corporation | Industry Co., Ltd. | development and | ||
| after-sales services | ||||
| of computers and | ||||
| computer | ||||
| peripherals; | ||||
| Property | ||||
| management of | ||||
| buildings | ||||
| Buynow | Buynow | Manufacturing, | 100 | 100 |
| (Zhengzhou) | (Zhengzhou) | sale, maintenance | ||
| Corporation | Electronic | service, research | ||
| Information Co., | and development | |||
| Ltd. | of computers and | |||
| computer | ||||
| peripherals and | ||||
| digital products | ||||
| Buynow | Buynow | Manufacturing, | 100 | 100 |
| (Nanchang) | (Nanchang) | sale, research and | ||
| Corporation | Industry Co., Ltd. | development and | ||
| after-sales services | ||||
| of computers and | ||||
| computer | ||||
| peripherals | ||||
| Property | ||||
| management of | ||||
| buildings |
194
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----- Start of picture text -----
Ownership (%)
Name of Name of Main business December December
investor subsidiary activities 31, 2020 31, 2019 Description
----- End of picture text -----
| Name of investor |
Name of subsidiary |
Main business activities |
December 31, 2020 |
December 31, 2019 |
Description |
|---|---|---|---|---|---|
| Buynow | Buynow | Manufacturing, | 100 | 100 | |
| (Guangzhou) | Electronic | sale, maintenance | |||
| Corporation | Information | service, research | |||
| (Guangzhou) Co., | and development | ||||
| Ltd. | of computers and | ||||
| computer | |||||
| peripherals and | |||||
| digital products | |||||
| Buynow | Buynow (Fujian) | Manufacturing, | 100 | 100 | |
| (Xiamen) | Electronic | sale, maintenance | |||
| Corporation | Technology | service, research | |||
| Development Co., | and development | ||||
| Ltd. | of computers and | ||||
| computer | |||||
| peripherals and | |||||
| digital products | |||||
| Buynow | Buynow | Manufacturing, | 95.24 | 95.24 | (Note 1) |
| (Changchun) | (Changchun) | sale, maintenance | |||
| Corporation | Industry Co., Ltd. | service, research | |||
| and development | |||||
| of computers and | |||||
| computer | |||||
| peripherals; | |||||
| Property | |||||
| management of | |||||
| buildings | |||||
| Flying Wolf | Buynow | Manufacturing, | 4.76 | 4.76 | (Note 1) |
| Investment | (Changchun) | sale, maintenance | |||
| Limited | Industry Co., Ltd. | service, research | |||
| and development | |||||
| of computers and | |||||
| computer | |||||
| peripherals; | |||||
| Property | |||||
| management of | |||||
| buildings |
195
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----- Start of picture text -----
Ownership (%)
Name of Name of Main business December December
investor subsidiary activities 31, 2020 31, 2019 Description
----- End of picture text -----
| Name of investor |
Name of subsidiary |
Main business activities |
December 31, 2020 |
December 31, 2019 |
Description |
|---|---|---|---|---|---|
| Flying Wolf | Buynow | Research and | 100 | 100 | |
| Investment | Electronic | development of | |||
| Limited | Information | computers and | |||
| (Shenyang) Co., | computer | ||||
| Ltd. | peripherals and | ||||
| electronic | |||||
| products; | |||||
| Advisory services | |||||
| of economic | |||||
| information | |||||
| Flying Wolf | Buynow (Wuxi) | Manufacturing, | 28.57 | 28.57 | (Note 1) |
| Investment | Electronic | sale, maintenance | |||
| Limited | Technology | service, research | |||
| Development Co., | and development | ||||
| Ltd. | of computer | ||||
| software and | |||||
| digital products | |||||
| Buynow (Wuxi) | Buynow (Wuxi) | Manufacturing, | 71.43 | 71.43 | (Note 1) |
| Corporation | Electronic | sale, maintenance | |||
| Technology | service, research | ||||
| Development Co., | and development | ||||
| Ltd. | of computer | ||||
| software and | |||||
| digital products | |||||
| Buynow | Buynow (Harbin) | Manufacturing, | 100 | 100 | |
| (Harbin) | Industry Co., Ltd. | sale, maintenance | |||
| Corporation | service, research | ||||
| and development | |||||
| of computers and | |||||
| computer | |||||
| peripherals and | |||||
| digital products |
196
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Ownership (%)
Name of Name of Main business December December
investor subsidiary activities 31, 2020 31, 2019 Description
----- End of picture text -----
| investor | subsidiary | activities |
31, 2020 | 31, 2019 Description |
|---|---|---|---|---|
| Buynow | Buynow | Manufacturing, | 100 | 100 |
| (Chengdu) | (Chengdu) | sale, maintenance | ||
| Corporation | Electronic | service, research | ||
| Information Co., | and development | |||
| Ltd. | of computers and | |||
| computer | ||||
| peripherals; | ||||
| Property | ||||
| management of | ||||
| buildings | ||||
| Flying | Tianjin Buynow | Manufacturing, | 100 | 100 |
| International | Electronic | sale, research and | ||
| Investment | Information Co., | development of | ||
| Limited | Ltd. | computers and | ||
| computer | ||||
| peripherals and | ||||
| digital products | ||||
| Buynow | Buynow | Manufacturing, | 100 | 100 |
| (Chongqing) | (Chongqing) | sale, research and | ||
| Limited | Industry Co., Ltd. | development of | ||
| computers and | ||||
| computer | ||||
| peripherals (not | ||||
| including | ||||
| electronic | ||||
| publishing), | ||||
| shopping mall | ||||
| management, | ||||
| wholesale and | ||||
| retail of electronic | ||||
| products, property | ||||
| management and | ||||
| parking lot service |
197
Ownership (%)
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Name of Name of Main business December December
investor subsidiary activities 31, 2020 31, 2019 Description
----- End of picture text -----
| investor | subsidiary | activities |
31, 2020 | 31, 2019 Description |
|---|---|---|---|---|
| Buynow On-line | Shanghai Buynow | Wholesale and | 100 | 100 |
| Limited | Online | retail, import and | ||
| Information | export, and after- | |||
| Technology Co., | sales service of | |||
| Ltd. | household | |||
| appliances, | ||||
| computer and | ||||
| computer | ||||
| components, | ||||
| communication | ||||
| equipment, | ||||
| electrical devices, | ||||
| office supplies and | ||||
| complementary | ||||
| products; | ||||
| Development, | ||||
| technology | ||||
| transfer, advisory, | ||||
| service and | ||||
| training for | ||||
| internet, computer | ||||
| software and | ||||
| hardware and | ||||
| communication | ||||
| equipment | ||||
| Buynow | Daqing Buynow | Manufacturing, | 100 | 100 |
| (Daqing) | Electronic | retail and | ||
| Corporation | Information Co., | wholesale of | ||
| Ltd. | computers and | |||
| computer | ||||
| peripherals; | ||||
| Electronic | ||||
| information | ||||
| shopping mall | ||||
| management |
198
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Ownership (%)
Name of Name of Main business December December
investor subsidiary activities 31, 2020 31, 2019 Description
----- End of picture text -----
| investor | subsidiary | activities |
31, 2020 | 31, 2019 | Description |
|---|---|---|---|---|---|
| Well Asia | Guangdong | Self-owned | 65 | 65 | (Note 1) |
| Investment | Buynow Real | property | |||
| Limited | Estate | management and | |||
| Management Co., | leasing; | ||||
| Ltd. | Manufacturing, | ||||
| research and | |||||
| development of | |||||
| computer software | |||||
| and hardware and | |||||
| digital products | |||||
| Buynow (Zibo) | Zibo Buynow | Manufacturing, | 100 | 100 | |
| Corporation | Electronic | sale, maintenance | |||
| Information Co., | service, research | ||||
| Ltd. | and development | ||||
| of computers and | |||||
| computer | |||||
| peripherals and | |||||
| digital products; | |||||
| Advisory services | |||||
| for business | |||||
| management; | |||||
| Leasing of self- | |||||
| owned buildings, | |||||
| parking lot | |||||
| management, | |||||
| shopping mall | |||||
| management and | |||||
| property | |||||
| management | |||||
| Buynow | Beijing Clevo | Business advisory | 76 | 76 | (Note 1) |
| (Beijing) | Investment | of investment | |||
| Corporation | Management | management, | |||
| Consultant Co., | wholesale agency | ||||
| Ltd. | of electronic | ||||
| products, import | |||||
| and export of | |||||
| goods and | |||||
| property | |||||
| management |
199
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Name of Name of Main business December December
investor subsidiary activities 31, 2020 31, 2019 Description
----- End of picture text -----
| investor | subsidiary | activities |
31, 2020 | 31, 2019 | Description |
|---|---|---|---|---|---|
| Buynow | Buynow | Manufacturing, | 100 | 100 | |
| (Yancheng) | (Yancheng) | maintenance | |||
| Corporation | Electronic | service, research | |||
| Information | and development | ||||
| Technology | of computers and | ||||
| Development Co. | computer | ||||
| Ltd. | peripherals and | ||||
| digital products, | |||||
| and advisory of | |||||
| business | |||||
| management | |||||
| Buynow | Buynow | Industrial | 40 | 40 | (Note 1) |
| (Huizhou) | Electronic | investment, | |||
| Corporation | Information | management | |||
| (Huizhou) Co., | advisory of | ||||
| Ltd. | business, property | ||||
| management, | |||||
| computer network | |||||
| workshop and | |||||
| advertisement | |||||
| production | |||||
| Buynow | Yingkou Buynow | Manufacturing, | 100 | 100 | |
| (Yingkou) | Electronic | maintenance | |||
| Corporation | Information Co., | service, research | |||
| Ltd. | and development | ||||
| of computers and | |||||
| computer | |||||
| peripherals and | |||||
| digital products, | |||||
| and business | |||||
| management | |||||
| advisory services |
200
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Name of Name of Main business December December
investor subsidiary activities 31, 2020 31, 2019 Description
----- End of picture text -----
| Name of investor |
Name of subsidiary |
Main business activities |
December 31, 2020 |
December 31, 2019 Description |
|---|---|---|---|---|
| Buynow | Anshan Buynow | Manufacturing, | 100 | 100 |
| (Anshan) | Electronic | maintenance | ||
| Corporation | Information Co., | service, research | ||
| Ltd. | and development | |||
| of computers and | ||||
| computer | ||||
| peripherals and | ||||
| digital products, | ||||
| and business | ||||
| management | ||||
| advisory services | ||||
| Buynow | Guiyang Buynow | Research and | 100 | 100 |
| (Guiyang) | Electronic | development of | ||
| Corporation | Information Co., | computers and | ||
| Ltd. | computer | |||
| peripherals and | ||||
| electronic | ||||
| products, and | ||||
| business | ||||
| management | ||||
| advisory services | ||||
| Buynow | Taizhou Buynow | Manufacturing, | 100 | 100 |
| (Taizhou) | Electronic | maintenance | ||
| Corporation | Information Co., | service, research | ||
| Ltd. | and development | |||
| of computers and | ||||
| computer | ||||
| peripherals and | ||||
| digital products, | ||||
| and business | ||||
| management | ||||
| advisory services | ||||
| Smarter Capital | Buynow SZ. | Investing | 100 | 100 |
| Limited | Corporation |
201
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Name of Name of Main business December December
investor subsidiary activities 31, 2020 31, 2019 Description
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| investor | subsidiary | activities |
31, 2020 | 31, 2019 Description |
|---|---|---|---|---|
| Buynow SZ. | Suzhou Jinzuo | Business affairs | 100 | 100 |
| Corporation | Industry Co., Ltd. | and property | ||
| management | ||||
| business | ||||
| Buynow | Dezhou Buynow | Research and | 100 | 100 |
| (Dezhou) | Electronic | development | ||
| Corporation | Information Co., | and maintenance | ||
| Ltd. | service of | |||
| computers and | ||||
| computer | ||||
| peripherals and | ||||
| electronic | ||||
| products; Business | ||||
| management | ||||
| advisory services | ||||
| and shopping mall | ||||
| management | ||||
| Buynow | Luoyang Buynow | Research and | 100 | 100 |
| (Luoyang) | Electronic | development | ||
| Corporation | Information Co., | and maintenance | ||
| Ltd. | service of | |||
| computers and | ||||
| computer | ||||
| peripherals and | ||||
| electronic | ||||
| products; Business | ||||
| management | ||||
| advisory services | ||||
| and shopping mall | ||||
| management |
202
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Name of Name of Main business December December
investor subsidiary activities 31, 2020 31, 2019 Description
----- End of picture text -----
| investor | subsidiary | activities |
31, 2020 | 31, 2019 Description |
|---|---|---|---|---|
| Buynow (Fujian | Quanzhou | Research and | 100 | 100 |
| Quanzhou) | Buynow Industry | development | ||
| Corporation | Co., Ltd. | and maintenance | ||
| service of | ||||
| computers and | ||||
| computer | ||||
| peripherals and | ||||
| electronic | ||||
| products; Business | ||||
| management | ||||
| advisory services | ||||
| and shopping mall | ||||
| management | ||||
| Buynow | Buynow (Jinzhou) | Manufacturing of | 100 | 100 |
| (Jinzhou) | Industry Co., Ltd. | computer software | ||
| Corporation | and hardware and | |||
| consumer | ||||
| electronic | ||||
| products; Business | ||||
| management | ||||
| advisory services | ||||
| and shopping mall | ||||
| management | ||||
| Buynow | Shantou Buynow | Investment in | 100 | 100 |
| (Shantou) | Mall Co., Ltd. | companies | ||
| Corporation | primarily engaged | |||
| in research and | ||||
| development and | ||||
| advisory services |
203
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Name of Name of Main business December December
investor subsidiary activities 31, 2020 31, 2019 Description
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| investor | subsidiary | activities |
31, 2020 | 31, 2019 | Description |
|---|---|---|---|---|---|
| Kapok | Kunshan Kaiming | Provide market | 100 | 100 | |
| Computer Co., | Trading Co., Ltd. | management | |||
| Ltd. | services for | ||||
| operators of | |||||
| laptop computers, | |||||
| tablets, desktop | |||||
| computers, | |||||
| palmtop | |||||
| computers, | |||||
| information and | |||||
| communication | |||||
| products and | |||||
| computer | |||||
| components | |||||
| Shanghai | Shanghai Buynow | Provide market | 100 | 100 | |
| Buynow | Electronic | management | |||
| Electronic | Products Market | services for | |||
| Information Co., | Management Co., | operators of | |||
| Ltd. | Ltd. | electronic products | |||
| Shanghai | Shanghai Huihei | Advertising design | 100 | 100 | |
| Buynow | Advertisment Co., | and marketing | |||
| Electronic | Ltd. | ||||
| Products Market | |||||
| Management | |||||
| Co., Ltd. | |||||
| Shanghai | Shanghai | Catering business | 80 | 80 | (Note 1) |
| Buynow | Huizhuan | management | |||
| Electronic | Restaurant | ||||
| Products Market | Management Co., | ||||
| Management | Ltd. | ||||
| Co., Ltd. | |||||
| Quality Trust | Wuxi Quantai | Property | 100 | 100 | |
| Property | Property | management, real | |||
| Management | Management Co., | estate advisory | |||
| Co., Ltd. | Ltd. | services, building | |||
| leasing, | |||||
| housekeeping | |||||
| service, parking | |||||
| lot service, car | |||||
| wash service and | |||||
| business service |
204
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Name of Name of Main business December December
investor subsidiary activities 31, 2020 31, 2019 Description
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| investor | subsidiary | activities |
31, 2020 | 31, 2019 | Description |
|---|---|---|---|---|---|
| Buynow (Wuxi) | Wuxi Buynow | Leasing of facility, | 100 | 100 | |
| Corporation | Electronic Market | market | |||
| Co., Ltd. | management | ||||
| service, catering | |||||
| management, | |||||
| property | |||||
| management, | |||||
| parking lot | |||||
| management | |||||
| Buynow (Wuxi) | Beijing Kaiye | Technology | 12.5 | 10 | (Note 2) |
| Corporation | Electronic | extension services, | |||
| Technology Co., | computer | ||||
| Ltd. | maintenance, | ||||
| public parking lot | |||||
| service for | |||||
| motorcycle, | |||||
| property | |||||
| management, | |||||
| business | |||||
| management | |||||
| advisory services, | |||||
| business building | |||||
| leasing, wholesale | |||||
| of computer and | |||||
| computer | |||||
| peripherals, | |||||
| hardware | |||||
| electronic products | |||||
| and household | |||||
| appliances | |||||
| Buynow | Xiamen Lejing | Internet café and | - | 100 | (Note 4) |
| (Fujian) | Internet Bar Co., | internet message | |||
| Electronic Co., | Ltd. | service | |||
| Ltd. |
205
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Name of Name of Main business December December
investor subsidiary activities 31, 2020 31, 2019 Description
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| investor | subsidiary | activities | 31, 2020 | 31, 2019 | Description |
|---|---|---|---|---|---|
| Buynow | Guandong Huijing | Self-owned | 35 | 35 | (Note 1) |
| Electronic | Real Estate | property | |||
| Information | Development Co., | management and | |||
| (Guangzhou) | Ltd. | leasing, | |||
| Co., Ltd. | manufacturing, | ||||
| sale, research and | |||||
| development of | |||||
| computer software | |||||
| and hardware and | |||||
| digital products | |||||
| Buynow | Buynow | Industrial | 60 | 60 | (Note 1) |
| Electronic | Electronic | investment, | |||
| Information | Information | business | |||
| (Guangzhou) | (Huizhou) Co., | management | |||
| Co., Ltd. | Ltd. | advisory services, | |||
| property | |||||
| management, | |||||
| computer network | |||||
| workshop and | |||||
| advertisement | |||||
| production | |||||
| Clevo (China) | Shanghai | Catering business | 20 | 20 | (Note 1) |
| Investment Co., | Huizhuan | management | |||
| Ltd. | Restaurant | ||||
| Management Co., | |||||
| Ltd. | |||||
| Clevo (China) | Shanghai Buynow | Leasing of | 78.79 | 78.79 | (Note 1) |
| Investment Co., | Electronic | exhibition space | |||
| Ltd. | Information Co., | for computer and | |||
| Ltd. | electronic | ||||
| products, | |||||
| information | |||||
| advisory, | |||||
| maintenance | |||||
| service and | |||||
| property | |||||
| management |
206
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Name of Name of Main business December December
investor subsidiary activities 31, 2020 31, 2019 Description
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| investor | subsidiary | activities | 31, 2020 | 31, 2019 | Description |
|---|---|---|---|---|---|
| Clevo (China) | Qingdao Buynow | Leasing of | 70.59 | 70.59 | (Note 1) |
| Investment Co., | Technology | exhibition space | |||
| Ltd. | Industrial Co., | for computer and | |||
| Ltd. | electronic | ||||
| products, | |||||
| information | |||||
| advisory, | |||||
| maintenance | |||||
| service and | |||||
| property | |||||
| management | |||||
| Kalor Buynow | Beijing Kaiye | Technology | 12.5 | 20 | (Note 2) |
| (Heifei) | Electronic | extension services, | |||
| Electronic | Technology Co., | computer | |||
| Information Co., | Ltd. | maintenance, | |||
| Ltd. | public parking lot | ||||
| service for | |||||
| motorcycle, | |||||
| property | |||||
| management, | |||||
| business | |||||
| management | |||||
| advisory services, | |||||
| business building | |||||
| leasing, wholesale | |||||
| of computer and | |||||
| computer | |||||
| peripherals, | |||||
| hardware | |||||
| electronic products | |||||
| and household | |||||
| appliances |
207
Ownership (%)
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investor subsidiary activities 31, 2020 31, 2019 Description
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| investor | subsidiary | activities |
31, 2020 | 31, 2019 | Description |
|---|---|---|---|---|---|
| Buynow | Beijing Kaiye | Technology | 12.5 | 20 | (Note 2) |
| Electronic | Electronic | extension services, | |||
| Information | Technology Co., | computer | |||
| (Zhengzhou) | Ltd. | maintenance, | |||
| public parking lot | |||||
| service for | |||||
| motorcycle, | |||||
| property | |||||
| management, | |||||
| business | |||||
| management | |||||
| advisory services, | |||||
| business building | |||||
| leasing, wholesale | |||||
| of computer and | |||||
| computer | |||||
| peripherals, | |||||
| hardware | |||||
| electronic products | |||||
| and household | |||||
| appliances |
208
Ownership (%)
Name of Name of Main business December December investor subsidiary activities 31, 2020 31, 2019 Description Buynow Beijing Kaiye Technology 12.5 20 (Note 2) (Changchun) Electronic extension services, Industry Co., Technology Co., computer Ltd. Ltd. maintenance, public parking lot service for motorcycle, property management, business management advisory, and business building leasing, wholesale of computer and computer peripherals, hardware electronic products and household appliances
209
Ownership (%)
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investor subsidiary activities 31, 2020 31, 2019 Description
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| investor | subsidiary | activities 3 |
1, 2020 | 31, 2019 | Description |
|---|---|---|---|---|---|
| Buynow | Beijing Kaiye | Technology | 25 | - | (Note 2) |
| (Nanchang) | Electronic | extension services, | |||
| Industry Co., | Technology Co., | computer | |||
| Ltd. | Ltd. | maintenance, | |||
| public parking lot | |||||
| service for | |||||
| motorcycle, | |||||
| property | |||||
| management, | |||||
| business | |||||
| management and | |||||
| advisory, business | |||||
| building leasing, | |||||
| wholesale of | |||||
| computer and | |||||
| computer | |||||
| peripherals, | |||||
| hardware | |||||
| electronic products | |||||
| and household | |||||
| appliances |
210
Ownership (%)
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investor subsidiary activities 31, 2020 31, 2019 Description
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| investor | subsidiary | activities |
31, 2020 | 31, 2019 | Description |
|---|---|---|---|---|---|
| Buynow | Beijing Kaiye | Technology | 12.5 | 20 | (Note 2) |
| (Hangzhou) | Electronic | extension services, | |||
| Electronic | Technology Co., | computer | |||
| Information | Ltd. | maintenance, | |||
| Co., Ltd. | public parking lot | ||||
| service for | |||||
| motorcycle, | |||||
| property | |||||
| management, | |||||
| business | |||||
| management and | |||||
| advisory, business | |||||
| building leasing, | |||||
| wholesale of | |||||
| computer and | |||||
| computer | |||||
| peripherals, | |||||
| hardware | |||||
| electronic products | |||||
| and household | |||||
| appliances |
211
Ownership (%)
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investor subsidiary activities 31, 2020 31, 2019 Description
----- End of picture text -----
| investor | subsidiary | activities | 31, 2020 | 31, 2019 | Description |
|---|---|---|---|---|---|
| Tianjin Buynow | Beijing Kaiye | Technology | 12.5 | 10 | (Note 2) |
| Electronic | Electronic | extension services, | |||
| Information Co., | Technology Co., | computer | |||
| Ltd. | Ltd. | maintenance, | |||
| public parking lot | |||||
| service for | |||||
| motorcycle, | |||||
| property | |||||
| management, | |||||
| business | |||||
| management and | |||||
| advisory, business | |||||
| building leasing, | |||||
| wholesale of | |||||
| computer and | |||||
| computer | |||||
| peripherals, | |||||
| hardware | |||||
| electronic products | |||||
| and household | |||||
| appliances | |||||
| Buynow | Beijing Clevo | Business advisory | 12.39 | 12.39 | (Note 1) |
| (Changchun) | Investment | of investment | |||
| Industry Co., | Management | management, | |||
| Ltd. | Consultant Co., | wholesale agency | |||
| Ltd. | of electronic | ||||
| products, import | |||||
| and export of | |||||
| goods and | |||||
| property | |||||
| management | |||||
| Buynow | Beijing Clevo | Business advisory | 11.61 | 11.61 | (Note 1) |
| Electronic | Investment | of investment | |||
| Information | Management | management, | |||
| (Zhengzhou) | Consultant Co., | wholesale agency | |||
| Ltd. | of electronic | ||||
| products, import | |||||
| and export of | |||||
| goods and | |||||
| property | |||||
| management |
212
-
Note 1: The parent company of the Group held 100% of the shares in these subsidiaries, and the subsidiaries were included in the consolidated financial statements.
-
Note 2: On August 14, 2020, Beijing Kaiye Electronic Technology Co., Ltd. increased its capital and consequently, the ownership percentage held by Tianjin Buynow Electronic Information Co., Ltd. and Buynow (Wuxi) Electronic Technology Development Co., Ltd. increased from 10% to 12.5%, the ownership percentage held by Buynow (Zhengzhou) Electronic Information Co., Ltd., Buynow (Changchun) Industry Co., Ltd., Buynow (Hangzhou) Electronic Information Co., Ltd. and Kalor Buynow (Heifei) Electronic Information Co., Ltd. decreased from 20% to 12.5% and the ownership percentage held by Buynow (Nanchang) Industry Co., Ltd. increased from 0% to 25%. The parent company of the Group held 100% of the shares in these subsidiaries, and the subsidiaries were included in the consolidated financial statements
. -
Note 3: The registration of Clevo Japan GK was cancelled on March 23, 2020.
-
Note 4: The registration of Xiamen Lejing Internet Bar Co., Ltd. was cancelled on September 15, 2020.
-
C. Subsidiaries not included in the consolidated financial statements:
| Name of investor |
Name of subsidiary Main business activities Clevo France Sarl Design and sale of computers and computer peripherals |
December 31,2020 December 31, 2019 Description 100 100 (Note) Ownership (%) |
|---|---|---|
| The Company |
100 |
Note: As CLEVO FRANCE SARL has ceased operations, there was no outstanding balance in its
balance sheet and income statement accounts as of and for the years ended December 31, 2020 and 2019.
-
D. Adjustments for subsidiaries with different balance sheet dates: None.
-
E. Significant restrictions: None.
-
F. Subsidiaries that have non-controlling interests that are material to the Group: None.
-
(4) Foreign currency translation
-
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in “New Taiwan Dollars”, which is the Company’s functional and the Group’s presentation currency.
-
A. Foreign currency transactions and balances
- (a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are
213
recognised in profit or loss in the period in which they arise.
-
(b) Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognised in profit or loss.
-
(c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in other comprehensive income. However, nonmonetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.
-
(d) All other foreign exchange gains and losses based on the nature of those transactions are presented in the statement of comprehensive income within ‘other gains and losses’.
-
B. Translation of foreign operations
-
(a) The operating results and financial position of all the group entities, associates and joint arrangements that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
-
i. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;
-
ii. Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and
-
iii. All resulting exchange differences are recognised in other comprehensive income.
-
-
(b) When the foreign operation partially disposed of or sold is an associate or joint arrangement, exchange differences that were recorded in other comprehensive income are proportionately reclassified to profit or loss as part of the gain or loss on sale. In addition, even when the Group retains partial interest in the former foreign associate or joint arrangement after losing significant influence over the former foreign associate, or losing joint control of the former joint arrangement, such transactions should be accounted for as disposal of all interest in these foreign operations.
-
(c) When the foreign operation partially disposed of or sold is a subsidiary, cumulative exchange differences that were recorded in other comprehensive income are proportionately transferred to the non-controlling interest in this foreign operation. In addition, even when the Group retains partial interest in the former foreign subsidiary after losing control of the former foreign subsidiary, such transactions should be accounted for as disposal of all interest in the foreign operation.
214
(5) Classification of current and non-current items
-
A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:
-
(a) Assets arising from operating activities that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle;
-
(b) Assets held mainly for trading purposes;
-
(c) Assets that are expected to be realized within twelve months from the balance sheet date;
-
(d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities more than twelve months after the balance sheet date.
-
B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:
-
(a) Liabilities that are expected to be settled within the normal operating cycle;
-
(b) Liabilities arising mainly from trading activities;
-
(c) Liabilities that are to be settled within twelve months from the balance sheet date;
-
(d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
(6) Cash equivalents
Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.
-
(7) Financial assets at fair value through profit or loss
-
A. Financial assets at fair value through profit or loss are financial assets that are not measured at amortized cost or fair value through other comprehensive income.
-
B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognised and derecognised using trade date accounting.
-
C. At initial recognition, the Group measures the financial assets at fair value and recognises the transaction costs in profit or loss. The Group subsequently measures the financial assets at fair value, and recognises the gain or loss in profit or loss.
-
D. The Group recognises the dividend income when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.
(8) Financial assets at amortized cost
-
A. Financial assets at amortized cost are those that meet all of the following criteria:
-
(a) The objective of the Group’s business model is achieved by collecting contractual cash flows.
215
-
(b) The assets’ contractual cash flows represent solely payments of principal and interest.
-
B. On a regular way purchase or sale basis, financial assets at amortized cost are recognised and derecognised using trade date accounting.
-
C. At initial recognition, the Group measures the financial assets at fair value plus transaction costs. Interest income from these financial assets is included in finance income using the effective interest method. A gain or loss is recognised in profit or loss when the asset is derecognised or impaired.
-
D. The Group’s time deposits which do not fall under cash equivalents are those with a short maturity period and are measured at initial investment amount as the effect of discounting is immaterial.
-
(9) Accounts and notes receivable
-
A. Accounts and notes receivable entitle the Group a legal right to receive consideration in exchange for transferred goods or rendered services.
-
B. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
-
(10) Impairment of financial assets
-
For debt instruments measured at fair value through other comprehensive income and financial assets at amortized cost including accounts receivable that have a significant financing component and lease receivables, at each reporting date, the Group recognises the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognises the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable that do not contain a significant financing component, the Group recognises the impairment provision for lifetime ECLs.
-
(11) Derecognition of financial assets
-
The Group derecognises a financial asset when one of the following conditions is met:
-
A. The contractual rights to receive the cash flows from the financial asset expire.
-
B. The contractual rights to receive cash flows of the financial asset have been transferred and the Group has transferred substantially all risks and rewards of ownership of the financial asset.
-
C. The contractual rights to receive cash flows of the financial asset have been transferred; however, the Group has not retained control of the financial asset.
- (12) Leasing arrangements (lessor) operating leases
Lease income from an operating lease (net of any incentives given to the lessee) is recognised in profit or loss on a straight-line basis over the lease term.
(13) Inventories
-
A. Inventories, including construction in progress, buildings and land held for sale, are measured at acquired cost and capitalize borrowing costs incurred during the period of construction.
-
B. The lands use rights of house construction and the superficies rights of acquiring specific lands
216
the Group acquired for construction development and leasing are in accordance with paragraph 6 and 8 of IAS 2, therefore, the acquired costs of land use rights are recognised as inventories.
-
C. The cost of the computers and peripheral products is determined using the weighted-average method. The cost of finished goods and work in progress comprises raw materials, direct labor, other direct costs and relating production overheads (allocated based on normal operating capacity). It excludes borrowing costs.
-
D. Inventories are stated at the lower of cost and net realizable value. The item by item approach is used in applying the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses.
-
(14) Non-current assets held for sale
-
Non-current assets are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction rather than through continuing use, and a sale is considered highly probable. They are stated at the lower of carrying amount and fair value less costs to sell.
-
(15) Investments accounted for using equity method / associates
-
A. Associates are all entities over which the Group has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for using the equity method and are initially recognised at cost.
-
B. The Group’s share of its associates’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.
-
C. When changes in an associate’s equity do not arise from profit or loss or other comprehensive income of the associate and such changes do not affect the Group’s ownership percentage of the associate, the Group recognises change in ownership interests in the associate in ‘capital surplus’ in proportion to its ownership.
-
D. Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
-
E. When the Group disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognised in other comprehensive income in relation to the associate, are reclassified to profit or loss, on the same basis as would be required if the relevant assets or liabilities were disposed of. If it retains significant influence over this associate, the
217
amounts previously recognised in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.
-
(16) Investment accounted for using equity method joint ventures
-
A. Investment in joint arrangements are classified as joint ventures based on its contractual rights and obligations.
-
B. Investment accounted for using equity method - joint ventures
- The Group accounts for its interest in a joint venture using equity method. Unrealized profits and losses arising from the transactions between the Group and its joint venture are eliminated to the extent of the Group’s interest in the joint venture. However, when the transaction provides evidence of a reduction in the net realizable value of current assets or an impairment loss, all such losses shall be recognised immediately. When the Group’s share of losses in a joint venture equals or exceeds its interest in the joint venture together with any other unsecured receivables, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the joint venture.
-
(17) Property, plant and equipment
-
A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized.
-
B. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
-
C. Land is not depreciated. Other property, plant, and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.
-
D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:
| Errors’, from the date of the change. The estimated useful lives are as follows: |
of property, plant and equipment |
|---|---|
| Buildings and structures | 2 ~ 50 years |
| Machinery and equipment | 3 ~ 5 years |
| Molding equipment | 1 ~ 3 years |
| Computer and communication equipment | 3 ~ 5 years |
| Transportation equipment | 1 ~ 5 years |
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Office equipment 3 ~ 5 years Other equipment 3 ~ 5 years Leasehold improvements 5 ~ 30 years
-
(18) Leasing arrangements (lessee) - right-of-use assets/lease liabilities
-
A. Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group. For short-term leases or leases of lowvalue assets, lease payments are recognised as an expense on a straight-line basis over the lease term.
-
B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are fixed payments, less any lease incentives receivable.
- The Group subsequently measures the lease liability at amortized cost using the interest method and recognises interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognised as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.
-
C. At the commencement date, the right-of-use asset is stated at cost comprising the following: (a) The amount of the initial measurement of lease liability;
-
(b) Any lease payments made at or before the commencement date; and
-
(c) Any initial direct costs incurred by the lessee.
-
The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognised as an adjustment to the right-of-use asset.
(19) Investment property
-
A. The investment property is to earn rental revenue or for capital appreciation or both instead of non-owner-occupied property held by the Group.
-
B. The Group acquired the specific land superficies and its right to use of the constructed buildings on the land. Due to the development of the construction plans, the Group leased the land as the investing properties and recognised the acquired historical cost of the land use rights as the basis.
-
C. An investment property is stated initially at its cost and measured subsequently using the fair value model. A gain or loss arising from a change in the fair value of investment property is recognised in profit or loss.
(20) Intangible assets
- A. Computer software
Computer software is stated at cost and amortized on a straight-line basis over its estimated useful life of 1 to 10 years.
219
B. Goodwill
Goodwill arises in a business combination accounted for by applying the acquisition method.
(21) Impairment of non-financial assets
-
A. The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. Except for goodwill, when the circumstances or reasons for recognising impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortized historical cost would have been if the impairment had not been recognised.
-
B. The recoverable amounts of goodwill are evaluated periodically. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. Impairment loss of goodwill previously recognised in profit or loss shall not be reversed in the following years.
-
C. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-generating units, or groups of cash-generating units, that is/are expected to benefit from the synergies of the business combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level.
(22) Borrowings
-
A. Borrowings comprise long-term and short-term bank borrowings and other long-term and shortterm loans. Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.
-
B. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a pre-payment for liquidity services and amortized over the period of the facility to which it relates.
(23) Notes and accounts payable
-
A. Accounts payable are liabilities for purchases of raw materials, goods or services and notes payable are those resulting from operating and non-operating activities.
-
B. The short-term notes and accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
220
(24) Financial liabilities at fair value through profit or loss
-
A. Financial liabilities are classified in this category of held for trading if acquired principally for the purpose of repurchasing in the short-term. Derivatives are also categorized as financial liabilities held for trading unless they are designated as hedges.
-
B. At initial recognition, the Group measures the financial liabilities at fair value. All related transaction costs are recognised in profit or loss. The Group subsequently measures these financial liabilities at fair value with any gain or loss recognised in profit or loss.
(25) Bonds payable
Ordinary corporate bonds issued by the Group are initially recognised at fair value less transaction costs. Any difference between the proceeds (net of transaction costs) and the redemption value is presented as an addition to or deduction from bonds payable, which is amortized to profit or loss over the period of bond circulation using the effective interest method as an adjustment to ‘finance costs’.
(26) Derecognition of financial liabilities
- A financial liability is derecognised when the obligation specified in the contract is either discharged or cancelled or expires.
(27) Offsetting financial instruments
Financial assets and liabilities are offset and reported in the net amount in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.
(28) Non-hedging derivatives
Non-hedging derivatives are initially recognised at fair value on the date a derivative contract is entered into and recorded as financial assets or financial liabilities at fair value through profit or loss. They are subsequently remeasured at fair value and the gains or losses are recognised in profit or loss.
(29) Provisions
Warranty provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation on the balance sheet date, which is discounted using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the obligation. When discounting is used, the increase in the provision due to passage of time is recognised as interest expense. Provisions are not recognised for future operating losses.
(30) Employee benefits
A. Short-term employee benefits
Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as
221
expense in that period when the employees render service.
-
B. Pensions
-
(a) Defined contribution plans
For defined contribution plans, the contributions are recognised as pension expense when they are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of a cash refund or a reduction in the future payments.
-
(b) Defined benefit plans
-
i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Group in current period or prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of highquality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability; when there is no deep market in high-quality corporate bonds, the Group uses interest rates of government bonds (at the balance sheet date) instead.
-
ii. Remeasurements arising on defined benefit plans are recognised in other comprehensive income in the period in which they arise and are recorded as retained earnings.
-
iii. Past service costs are recognised immediately in profit or loss.
-
-
C. Employees’ compensation and directors’ and supervisors’ remuneration
-
Employees’ compensation and directors’ and supervisors’ remuneration are recognised as expense and liability, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employee compensation is paid by shares, the Group calculates the number of shares based on the closing price at the previous day of the board meeting resolution.
(31) Income tax
-
A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.
-
B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional
222
tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.
-
C. Deferred tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. However, the deferred tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realized or the deferred tax liability is settled.
-
D. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. At each balance sheet date, unrecognised and recognised deferred tax assets are reassessed.
-
E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realize the asset and settle the liability simultaneously.
-
F. A deferred tax asset shall be recognised for the carryforward of unused tax credits resulting from acquisitions of equipment or technology, research and development expenditures and equity investments to the extent that it is possible that future taxable profit will be available against which the unused tax credits can be utilized.
(32) Share capital
-
A. Ordinary shares are classified as equity.
-
B. Where the Company repurchases the Company’s equity share capital that has been issued, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders. Where such shares are subsequently reissued, the difference between their book value and any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company’s equity holders.
(33) Dividends
Dividends are recorded in the Company’s financial statements in the period in which they are resolved by the Company’s shareholders. Cash dividends are recorded as liabilities; stock dividends
223
are recorded as stock dividends to be distributed and are reclassified to ordinary shares on the effective date of new shares issuance.
-
(34) Revenue recognition
-
A. Sales of goods
-
(a) The Group designs, manufactures and sells a range of video display devices, computers and peripheral products. Sales are recognised when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, or the Group has objective evidence that all criteria for acceptance have been satisfied.
-
(b) The computers are often sold with volume discounts based on aggregate sales over a 12month period. Revenue from these sales is recognised based on the price specified in the contract, net of the estimated volume discounts and sales discounts and allowances. Accumulated experience is used to estimate and provide for the volume discounts and sales discounts and allowances, using the expected value method, and revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur. The estimation is subject to an assessment at each reporting date. A refund liability is recognised for expected volume discounts and sales discounts and allowances payable to customers in relation to sales made until the end of the reporting period. The sales usually are made with a credit term of 30 days to 120 days. As the time interval between the transfer of committed goods or service and the payment of customer does not exceed one year, the Group does not adjust the transaction price to reflect the time value of money.
-
(c) The Group’s obligation to provide a refund for faulty products under the standard warranty terms is recognised as a provision.
-
(d) A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
-
-
B. Booth rental revenue
The Group held investment properties to earn rentals, and lease revenue is recognised on a straight-line basis over the lease term.
-
C. Land development and resale
-
(a) The Group develops and sells residential properties. Revenue is recognised when control over the property has been transferred to the customer. The properties have generally no alternative use for the Group due to contractual restrictions. However, an enforceable right to payment does not arise until legal title has passed to the customer. Therefore, revenue is recognised at
224
a point in time when the legal title has passed to the customer.
-
(b) The revenue is measured at an agreed upon amount under the contract. The consideration is due when legal title has been transferred.
-
D. Hotel revenue
-
(a) The main services the Group provides are food services and accommodations.
-
(b) Food services revenue is recognised at a point in time when the products are sold to the customers and the payments are charged immediately. The Group’s sales policy offers customers the rights of return within a certain time period. The estimate of sales return is evaluated with expected method based on historical experiences at the time of sale, and accumulated revenue the Group recognised shall not be reversed in the following years according to historical experiences. The validity of this assumption and estimated amount of returns are reassess at each reporting date.
-
(c) The accommodations revenue is recognised on a straight-line basis throughout the period of stay of the customer. The customer pays at the time specified in the payment schedule.
-
E. Incremental costs of obtaining a contract
Given that the contractual period lasts less than one year, the Group recognises the incremental costs of obtaining a contract as an expense when incurred although the Group expects to recover those costs.
- (35) Government grants
Government grants are recognised at their fair value only when there is reasonable assurance that the Group will comply with any conditions attached to the grants and the grants will be received. Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group recognises expenses for the related costs for which the grants are intended to compensate. Government grants related to property, plant and equipment are recognised as non-current liabilities and are amortized to profit or loss over the estimated useful lives of the related assets using the straight-line method.
(36) Operating segments
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Group’s chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions.
5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF
ASSUMPTION UNCERTAINTY
The preparation of these consolidated financial statements requires management to make critical judgements in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets
225
and liabilities within the next financial year; and the related information is addressed below:
(1) Critical judgements in applying the Group’s accounting policies
Investment property
The Group uses a portion of the property for its own use and another portion to earn rentals or for capital appreciation. When these portions cannot be sold separately and cannot be leased out separately under a finance lease, the property is classified as investment property only if the own-use portion accounts for an insignificant part of the property.
(2) Critical accounting estimates and assumptions
- A. Evaluation of inventories
As inventories are stated at the lower of cost and net realizable value, the Group must determine the net realizable value of inventories on balance sheet date using judgements and estimates. Due to the rapid technology innovation, the Group evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realizable value. Such an evaluation of inventories is principally based on the demand for the products within the specified period in the future. Therefore, there might be material changes to the evaluation.
As of December 31, 2020, the carrying amount of inventories was $3,709,265.
-
B. Investment property measured at fair value
-
The Group assesses the fair value of investment property based on the professional judgement of appraiser, and determines the future cash flows of the investment property, discount rate and the future possible income and expenses arising from the assets depending on how assets are utilized and industrial characteristics. Any changes of economic circumstances or estimates due to the change of Group strategy might cause material effect in the amount of investment property measured at fair value.
As of December 31, 2020, the carrying amount of investment property was $63,638,847.
6. DETAILS OF SIGNIFICANT ACCOUNTS
(1) Cash and cash equivalents
| TAILS OF SIGNIFICANT ACCOUNTS Cash and cash equivalents |
||||
|---|---|---|---|---|
| Cash on hand and revolving funds Checking accounts and demand deposits Time deposits |
December31,2020 | December31,2019 | ||
| 1,684 $ 2,227,954 2,688,413 4,918,051 $ |
1,923 $ 4,777,958 3,267,903 8,047,784 $ |
-
A. The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.
-
B. Time deposits pledged to others as collateral for borrowings and those with maturity over three months totaling $1,862,669 and $1,694,289 were classified as financial assets at amortized cost as of December 31, 2020, and 2019, respectively.
226
(2) Financial assets (liabilities) at fair value through profit or loss
==> picture [483 x 135] intentionally omitted <==
----- Start of picture text -----
Assets items December 31, 2020 December 31, 2019
Current items:
Financial assets mandatorily
measured at fair value through
profit or loss
Listed stocks $ 481,102 $ 502,651
Beneficiary certificates 619,591 280,809
Valuation adjustment 508,774 238,734
$ 1,609,467 $ 1,022,194
----- End of picture text -----
==> picture [486 x 94] intentionally omitted <==
----- Start of picture text -----
December 31, 2020 December 31, 2019
Liabilities items
Current items:
Financial liabilities designated as
at fair value through profit or loss
Forward foreign exchange contracts ($ 15,781) ($ 1,008)
----- End of picture text -----
A. Amounts recognised in profit or loss in relation to financial assets at fair value through profit or loss are listed below:
| loss are listed below: | |||||
|---|---|---|---|---|---|
| Year | ended | ||||
| December | 31,2020 | December | 31,2019 | ||
| Financial assets mandatorily | |||||
| measured at fair value through | |||||
| profit or loss | |||||
| Equity instruments | ($ | 28,674) | $ | 321,445 | |
| Beneficiary certificates | 211,300 | 367,898 | |||
| Forward foreign exchange contracts | 9,351 | - | |||
| 191,977 | 689,343 | ||||
| Financial liabilities designated as at fair | |||||
| value through profit or loss | |||||
| Forward foreign exchange contracts | ( | 15,781) | ( | 1,008) | |
| ( | 15,781) | ( | 1,008) | ||
| $ | 176,196 | $ | 688,335 |
B. The Group entered into contracts relating to derivative financial assets and liabilities which were not accounted for under hedge accounting. The information is listed below:
227
| December31,2020 | December31,2020 | |
|---|---|---|
| Contract amount | ||
| Derivative financial assets | (notional principal) | Contract period |
| Current items: | ||
| Foreign exchange swap | USD $ 9,000 | 2020/06/08~2021/06/10 |
| Derivative financial liabilities | ||
| Current items: | ||
| Forward foreign exchange contracts | USD 27,000 |
2020/06/08~2021/06/30 |
| December31,2019 | ||
| Contract amount | ||
| Derivative financial assets | (notionalprincipal) | Contractperiod |
| Current items: | ||
| Forward foreign exchange contracts | USD $18,000 |
2019/12/25~2020/03/05 |
| Forward foreign exchange contracts / Foreign exchange swaps | ||
| The Group entered into forward foreign exchange contracts and foreign exchange swaps to sell or | ||
| buy foreign currency to hedge exchange rate risk of foreign currency | and earn the exchange rate | |
| spread. However, these forward foreign exchange contracts are not | accounted for under hedge | |
| accounting. |
-
C. The Group has no financial assets at fair value through profit or loss pledged to others.
-
D. Information on the fair value and price risk of financial assets at fair value through profit or loss is provided in Notes 12(2) and (3).
(3) Accounts receivable
| is provided in Notes 12(2) and (3). Accounts receivable |
||||
|---|---|---|---|---|
| Accounts receivable Accounts receivable - related parties Less: Allowance for uncollectible accounts |
December31,2020 | December31,2019 | ||
| ( | 2,288,178 $ - 39,268) 2,248,910 $ |
( | 2,045,675 $ 1,022 48,704) 1,997,993 $ |
- A. The ageing analysis of accounts receivable and notes receivable that were past due but not impaired is as follows:
228
| December31,2020 Accountsreceivable Not past due 1,727,638 $ Up to 30 days 443,958 31 to 90 days 49,709 91 to 180 days 17,220 Over 180 days 49,653 2,288,178 $ |
December31,2019 Accountsreceivable 1,652,030 $ 273,007 69,102 19,222 33,336 2,046,697 $ |
|---|---|
The above ageing analysis was based on past due date.
-
B. As of December 31, 2020, December 31, 2019 and January 1, 2019, the balances of receivables from contracts with customers amounted to $2,248,910, $1,997,993 and $1,627,027, respectively.
-
C. The Group has no accounts receivable pledged to others.
-
D. As at December 31, 2020 and 2019, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the Group’s accounts receivable was $2,248,910 and $1,997,993, respectively.
-
E. The Group has taken out credit insurance on accounts receivable from some of the main clients. The Group will get compensation based on the agreements.
-
F. Information related to credit risk of accounts receivable is provided in Note 12(3).
(4) Inventories
| Inventories | ||||
|---|---|---|---|---|
| Raw materials Semi-finished goods Finished goods Merchandise inventory Inventory in transit Buildings and land held for sale |
December31,2020 | |||
| Cost 1,862,500 $ 108,348 4,717 31,773 26,723 2,034,061 1,879,476 $ 3,913,537 |
Allowance for valuation loss 56,773) ($ 3,449) ( 660) ( - - 60,882) ( 143,390) ( ($ 204,272) |
Bookvalue 1,805,727 $ 104,899 4,057 31,773 26,723 1,973,179 1,736,086 $ 3,709,265 |
229
| Raw materials Semi-finished goods Finished goods Merchandise inventory Inventory in transit Buildings and land held for sale |
Cost Allowance for valuation loss 1,387,108 $ 58,204) ($ 106,863 2,818) ( 88,018 - 8,009 259) ( 4,324 - 1,594,322 61,281) ( 2,660,057 29,330) ( $ 4,254,379 ($ 90,611) December31,2019 |
Bookvalue 1,328,904 $ 104,045 88,018 7,750 4,324 1,533,041 2,630,727 $ 4,163,768 |
|---|---|---|
-
A. The cost of inventories recognised as expense was $15,882,827 and $16,849,737, including $7,624 that the Group reversed from a previous inventory write-down and accounted for as reduction of cost of goods sold due to the sales of building and land held for sale for the year ended December 31, 2019, $114,292 that the Group wrote down building and land held for sale from cost to net realizable value and accounted for as increase in cost of goods sold for the year ended December 31, 2020, as well as the amounts of $22,031 and $11,740 that the Group wrote down from cost to net realizable value accounted for as increase in cost of goods sold for the years ended December 31, 2020 and 2019, respectively.
-
B. The amount of capitalized borrowing cost for the years ended December 31, 2020 and 2019 was $31,917 and $71,224, respectively, and the capitalized rate was 3.00%~5.34%, and 4.35%~5.94%, respectively.
-
C. As of December 31, 2020, inventories pledged are described in Note 8.
(5) Investments accounted for using equity method
| Investments accounted for using equity method | |||
|---|---|---|---|
| Associates: Chicony Square (Wuhan) Inc. Chicony Square (Cayman) Inc. Chicony Chengdu International Inc. Joint ventures: TAIPEI TWIN CORPORATION Other non-current liabilities Chicony Square (Cayman) Inc. |
December31,2020 | December31,2019 | |
| 2,361,152 $ 50,181 49,738 987,137 3,448,208 $ December31,2020 |
2,389,234 $ - 41,773 999,457 3,430,464 $ December31,2019 17,764 $ |
||
| - $ |
-
A. Associates:
-
(a) The basic information of the associates that are material to the Group is as follows:
230
| Companyname Chicony Square (Wuhan) Inc. Chicony Square (Cayman) Inc. Chicony Chengdu International Inc. |
Principal place ofbusiness December 31,2020 December 31,2019 China (Note 2) 30% 30% China (Note 3) 30% 30% China (Note 2) 3.75% (Note 1) 3.75% (Note 1) Shareholdingratio |
Nature of relationship Method of measurement Significant influence associate Equity method Significant influence associate Equity method Significant influence associate Equity method |
|---|---|---|
Note 1: The Group held 30% of shares in these subsidiaries.
Note 2: The registration is British Virgin Islands, and the principal place of business is China. Note 3: The registration is Cayman Islands, and the principal place of business is China.
- (b)The summarised financial information of the associates that are material to the Group is as follows:
Balance sheet
| follows: Balance sheet |
||||||
|---|---|---|---|---|---|---|
| Chicony Square | (Wuhan) Inc. | |||||
| December31,2020 | December31,2019 | |||||
| Current assets | $ | 386,488 |
$ | 429,929 | ||
| Non-current assets | 7,517,517 | 7,578,121 | ||||
| Current liabilities | ( | 33,498) | ( | 43,936) | ||
| Total net assets | $ | 7,870,507 | $ | 7,964,114 | ||
| Carrying amount of the associate | $ | 2,361,152 | $ | 2,389,234 | ||
| Chicony Square (Cayman)Inc. | ||||||
| December31,2020 | December31,2019 | |||||
| Current assets | $ | 2,072 | $ | 2,360 | ||
| Non-current assets | 2,481,058 | 2,388,929 | ||||
| Current liabilities | ( | 208,661) | ( | 193,754) | ||
| Non-current liabilities | ( | 2,107,200) | ( | 2,256,750) | ||
| Total net assets | $ | 167,269 | ($ | 59,215) | ||
| Carrying amount of the associate | $ | 50,181 | ($ | 17,764) |
231
| Statement of comprehensive income Current assets Non-current assets Total net assets Carrying amount of the associate (Loss) profit for the year from continuing operations Other comprehensive loss, net of tax Total comprehensive (loss) income Profit for the year from continuing operations Other comprehensive income (loss), net of tax Total comprehensive income Profit for the year from continuing operations Other comprehensive income (loss), net of tax Total comprehensive income |
Chicony ChengduInternational Inc. | Chicony ChengduInternational Inc. | |
|---|---|---|---|
| December31,2020 December31,2019 30 $ 32 $ 1,326,308 1,113,910 1,326,338 $ 1,113,942 $ 49,738 $ 41,773 $ December31,2020 December31,2019 88,661) ($ 389,368 $ 4,946) ( 260,909) ( 93,607) ($ 128,459 $ Chicony Square (Wuhan)Inc. Yearended Chicony Square (Cayman)Inc. |
|||
| December 31, 2020 December 31, 2019 224,337 $ 138,855 $ 2,147 35,560) ( 226,484 $ 103,295 $ Yearended Chicony ChengduInternational Inc. |
|||
| Yearended | |||
| December31,2020 209,943 $ 2,453 ( 212,396 $ |
December31,2019 209,526 $ 40,640) 168,886 $ |
232
B. Joint ventures
- (a) The basic information of the joint venture that is material to the Group is as follows:
Shareholding ratio
| Principal | |||||
|---|---|---|---|---|---|
| place of | December | December | Nature of | Method of | |
| Company name | business | 31, 2020 | 31, 2019 | relationship | measurement |
| TAIPEI TWIN CORPORATION |
New Taipei City |
50% | 50% | Financial investment |
Equity method |
- (b) The summarized financial information of the joint venture that is material to the Group is as follows:
Balance sheet
| follows: Balance sheet |
|
|---|---|
| Cash and cash equivalents Other current assets Current assets Financial assets at amortised cost Other non-current assets Non-current assets Total assets Current liabilities Total liabilities Total net assets Share in joint venture's net assets Carrying amount of the joint venture |
December31,2020 December31,2019 602,554 $ 179,226 $ 1,002,612 1,800 1,605,166 181,026 - 1,818,653 384,876 - 384,876 1,818,653 1,990,042 $ 1,999,679 $ 15,768) ($ 764) ($ 15,768) ( 764) ( 1,974,274 $ 1,998,915 $ 987,137 $ 999,457 $ 987,137 $ 999,457 $ TAIPEI TWINCORPORATION |
| December31,2020 602,554 $ 1,002,612 1,605,166 - 384,876 384,876 1,990,042 $ 15,768) ($ 15,768) ( 1,974,274 $ 987,137 $ 987,137 $ |
233
Statement of comprehensive income
| Statement of comprehensive income | ||||
|---|---|---|---|---|
| TAIPEICORPORATION | ||||
| Years ended | December31, | |||
| 2020 | 2019 | |||
| Other operating expenses | ($ | 25,817) | ($ | 1,733) |
| Interest income | 1,678 | $ | 648 | |
| Other gains and losses | ( | 503) |
- | |
| Profit before income | ( | 24,642) | ( | 1,085) |
| Income tax expense | - | - | ||
| Profit, net of tax | ($ | 24,642) | ($ | 1,085) |
| Total comprehensive loss | ($ | 24,642) | ($ | 1,085) |
| Dividends received from joint venture | $ | - | $ | - |
The Company and EPOQUE CORPORATION participated in the land development project of Taipei City Western District Gateway Project-Taipei Main Station Special Zone C1/D1 (Eastern Part) to jointly establish TAIPEI TWIN CORPORATION. The investments amounting to $1 billion from both the Company and EPOQUE CORPORATION account for 50% of the total investment and the shareholding ratio is 50% for each. TAIPEI TWIN CORPORATION will be jointly controlled by both parties based on the joint venture agreement.
(Remainder of page intentionally left blank)
234
2020
(6) Property, plant and equipment
| 2020 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| At January 1 Cost Accumulated depreciation and impairment Opening net book amount as at January 1 Additions Reclassifications Disposals Depreciation charge Net exchange differences Closing net book amount as at December 31 At December 31 Cost Accumulated depreciation and impairemt |
Land 186,563 $ - 186,563 $ 186,563 $ - - - - - 186,563 $ 186,563 $ - 186,563 $ |
Buildings and structures |
Machinery and equipment |
Molding equipment |
Computers and communication equipment |
Transportatio nequipment |
Office equipment |
Leasehold improvements |
Other equipment |
Construction in progress and equipment to beinspected Total 2,451,623 $ 6,842,568 $ - 1,020,231) ( 2,451,623 $ 5,822,337 $ 2,451,623 $ 5,822,337 $ - 46,549 858,426) ( 923,660) ( - 7,939) ( - 219,540) ( 4,142) ( 6,141) ( 1,589,055 $ 4,711,606 $ 1,589,055 $ 5,904,995 $ - 1,193,389) ( 1,589,055 $ 4,711,606 $ |
||||
| 3,112,276 $ 610,942) ( 2,501,334 $ 2,501,334 $ 5,395 58,405) ( - 133,844) ( 3,988) ( 2,310,492 $ 3,111,643 $ 801,151) ( 2,310,492 $ |
720,609 $ 155,545) ( 565,064 $ 565,064 $ 25,228 4,063) ( 1,076) ( 57,875) ( 941) ( 526,337 $ 660,477 $ 134,140) ( 526,337 $ |
12,661 $ 8,144) ( 4,517 $ 4,517 $ - - - 2,357) ( 8) ( 2,152 $ 10,903 $ 8,751) ( 2,152 $ |
70,205 $ 57,432) ( 12,773 $ 12,773 $ 7,263 - 1,036) ( 4,350) ( 88) ( 14,562 $ 68,864 $ 54,302) ( 14,562 $ |
36,542 $ 28,493) ( 8,049 $ 8,049 $ - - 2,610) ( 1,814) ( 1,178 4,803 $ 24,165 $ 19,362) ( 4,803 $ |
163,868 $ 115,343) ( 48,525 $ 48,525 $ 2,087 - 398) ( 10,200) ( 79) ( 39,935 $ 163,013 $ 123,078) ( 39,935 $ |
53,889 $ 26,870) ( 27,019 $ 27,019 $ 3,097 2,766) ( - 4,599) ( 30) ( 22,721 $ 56,912 $ 34,191) ( 22,721 $ |
34,332 $ 17,462) ( 16,870 $ 16,870 $ 3,479 - 2,819) ( 4,501) ( 1,957 14,986 $ 33,400 $ 18,414) ( 14,986 $ |
235
| At January 1 Cost Accumulated depreciation and impairment Opening net book amount as at January 1 Additions Reclassifications Disposals Depreciation charge Net exchange differences Closing net book amount as at December 31 At December 31 Cost Accumulated depreciation and impairemt |
2019 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Land 186,563 $ - 186,563 $ 186,563 $ - - - - - 186,563 $ 186,563 $ - 186,563 $ |
Buildings and structures |
Machinery and equipment |
Molding equipment |
Computers and communicatio nequipment |
Transportatio nequipment |
Office equipment |
Leasehold improvements |
Other epuipment |
|||||||
| 2,851,422 $ 517,584) ( 2,333,838 $ 2,333,838 $ 580,803 188,029) ( 7,466) ( 133,818) ( 83,994) ( 2,501,334 $ 3,112,276 $ 610,942) ( 2,501,334 $ |
783,110 $ 190,016) ( 593,094 $ 593,094 $ 139,691 20,119) ( 77,986) ( 47,208) ( 22,408) ( 565,064 $ 720,609 $ 155,545) ( 565,064 $ |
14,487 $ 6,935) ( 7,552 $ 7,552 $ - - - 2,744) ( 291) ( 4,517 $ 12,661 $ 8,144) ( 4,517 $ |
99,556 $ 72,607) ( 26,949 $ 26,949 $ 5,770 - 8,243) ( 8,856) ( 2,847) ( 12,773 $ 70,205 $ 57,432) ( 12,773 $ |
46,106 $ 34,764) ( 11,342 $ 11,342 $ 790 - 1,165) ( 1,632) ( 1,286) ( 8,049 $ 36,542 $ 28,493) ( 8,049 $ |
187,216 $ 111,780) ( 75,436 $ 75,436 $ 4,504 4) ( 4,043) ( 11,740) ( 15,628) ( 48,525 $ 163,868 $ 115,343) ( 48,525 $ |
124,842 $ 119,331) ( 5,511 $ 5,511 $ 14,878 14,699 6,203) ( 5,266) ( 3,400 27,019 $ 53,889 $ 26,870) ( 27,019 $ |
58,751 $ 15,897) ( 42,854 $ 42,854 $ 1,280 11,588) ( 8,687) ( 5,127) ( 1,862) ( 16,870 $ 34,332 $ 17,462) ( 16,870 $ |
A. Refer to Note 6(9) D for the amount of borrowing costs capitalised as part of property, plant, and equipment and the range of the interest rates for the years ended December 31
, 2020 and 2019.
B. The significant components of the Group's buildings and structures, including main construction, steel structure, and related equipment of underground mezzanine are depreciated from 2 to 15 years.
C. Information about the property, plant, and equipment that were pledged to others as collateral is provided in Note 8.
236
(7) Leasing arrangements - lessee
-
A. The Group leases various assets including land use right and office. Rental contracts are typically made for periods of 5 to 50 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets may not be used as security for borrowing purposes.
-
B. The carrying amount of right-of-use assets and the depreciation charge are as follows:
| December 31, 2020 | December 31, 2020 | December31,2019 | December31,2019 | |
|---|---|---|---|---|
| Carryingamount | Carrying amount | |||
| Land | $ | 4,419,225 |
$ | 4,400,077 |
| Office | 108,420 | 65,903 | ||
| $ | 4,527,645 | $ | 4,465,980 |
|
| Years | ended | |||
| December31,2020 | December 31, 2019 | |||
| Depreciation charge | Depreciationcharge | |||
| Land | $ | 52,886 | $ | 67,350 |
| Office | 17,810 | 7,614 | ||
| $ | 70,696 | $ | 74,964 |
-
C. For the years ended December 31, 2020 and 2019, the additions to right-of-use assets were $58,873 and $74,442, respectively.
-
D. The information on profit and loss accounts related to lease contracts is as follows:
==> picture [460 x 64] intentionally omitted <==
----- Start of picture text -----
Years ended
Items affecting profit or loss December 31, 2020 December 31, 2019
Interest expense on lease liabilities $ 6,759 $ 1,007
Expense on short-term lease contracts $ 11,525 $ 59,312
----- End of picture text -----
-
E. For the years ended December 31, 2020 and 2019, the Group’s total cash outflow for leases were $32,301 and $67,933, respectively.
-
F. Buynow (Xian), Guiyang Buynow, Yinkou Buynow, Anshan Buynow, Dezhou Buynow, Luoyang Buynow, Buynow (Jinzhou) and Kapok (Kunshan) acquired the land use right from their respective local government agencies for a period of 40 to 50 years. Except for the land use right of Kapok (Kunshan) which is for factory land use (As of December 31, 2020, the amount was $20,317), others are for shopping mall land use.
-
G. Guiyang Buynow and Yinkou Buynow entered into the state-owned construction land use right assignment contracts for the years ended December 31, 2014 and 2013 with their local government agencies. The total consideration was RMB 327,101, of which RMB 306,358 was paid and RMB 20,563 remains unpaid, as of December 31, 2020. As of December 31, 2020, the transfer of property rights has not yet been completed.
237
(8) Leasing arrangements - lessor
-
A. The Group leases various assets classified as investment property. Rental contracts are typically made for periods of 1 and 20 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.
-
B. For the years ended December 31, 2020 and 2019, the Group recognised rent income on investment property in the amount of $2,496,266 and $3,039,613, respectively, based on the operating lease agreement, which does not include variable lease payments.
-
C. The maturity analysis of the lease payments under the operating leases is as follows:
| 2020 2021 2022 2023 2024 2025 2026 and after |
December31,2020 - $ 469,125 381,254 355,924 356,171 365,417 1,727,872 3,655,763 $ |
December31,2019 481,891 $ 487,450 374,230 373,339 379,124 388,569 1,655,531 4,140,134 $ |
|---|---|---|
(9) Investment property
| Investment property 2024 2025 2026 and after |
$ | 356,171 365,417 1,727,872 3,655,763 |
$ | 379,124 388,569 1,655,531 4,140,134 |
|
|---|---|---|---|---|---|
| 2020 | 2019 | ||||
| At January 1 | $ | 63,013,015 | $ | 65,426,212 | |
| Additions from subsequent expenditures | 84,055 | 130,949 | |||
| Disposals | ( | 16,919) | ( | 3,551,575) | |
| Reclassifications | 718,715 | 2,460,226 | |||
| Net (losses) gains from fair value adjustment | ( | 55,918) | 767,210 | ||
| Net exchange differences | ( | 104,101) | ( | 2,220,007) | |
| At December 31 | $ | 63,638,847 | $ | 63,013,015 |
- A. Rental income from investment property and direct operating expenses arising from investment property are shown below:
| property are shown below: | ||
|---|---|---|
| Rental income from investment property Direct operating expenses arising from the investment property that generated rental income Direct operating expenses arising from the investment property that did not generate rental income during the period |
Yearended | |
| December31,2020 2,496,266 $ 795,074 $ 113,922 $ |
December31,2019 | |
| 3,039,613 $ |
||
| 1,026,110 $ |
||
| 140,298 $ |
238
-
B. Measurement of investment property at fair value
-
The fair value of the investment property held by the Group as at December 31, 2020, and 2019 was $63,638,847 and $63,013,015, respectively, which was valued by independent appraisers. Valuations were made using the income approach which is categorized within Level 3 in the fair value hierarchy. Key assumptions are as follows:
-
(a) Investment property is mainly divided into Taiwan-computer segment and China-Buynow Plaza. Currently, the lease terms of investment property for different segments are: approximately 2 to 5 years for Taiwan-computer segment; 19 years (from 2007 to 2026) for Buynow (Changsha); 15 years (from 2007 to 2022) for Buynow (Nanchang); 20 years (from 2008 to 2028) for Beijing Clevo Investment; 18 years (from 2016 to 2034) for Buynow (Quanzhou); 10 years (from 2017 to 2027) for Suzhou Jinzuo; 6 to20 years (from 2019 to 2050) for Buynow (Anshan); 15 years (from 2019 to 2034) for Luoyang Buynow, and 1 year for the remaining segments. The comparison information between local rent and similar objective property rent is provided in the ‘Summary of fair value disclosure on investment property’ (referred herein as “the following table”).
-
(b) Movements of average occupancy rates in the prior year and earnings in prior years are provided in the following table.
-
(c) The Group adopts the discounted cash flow analysis under income approach. The estimation process of the appraisal method is subject to the determination of the annual rent growth rate range using the comparison information between local rent and similar objective property rent, and takes into consideration vacancy loss to estimate net rent income over the next ten years as future cash inflow and discounted to the date of appraisal with the discount rate described in (d). In addition, considering the ending balance of disposal value of the objective property is calculated based on the operating revenue over the next year starting from the disposal date to estimated remaining lives of the use right at the disposal date, which will be capitalized based on the estimated discount rate and annual rent growth rate as well as discounted to the appraisal date. The market value is calculated based on the ending disposal value plus the present value of rent for each period.
- Future cash outflow consists of expenses directly and necessarily related to leasing such as related fees, utilities and promotion costs; and operating expenses necessarily related to operations (i.e. repair expenses), taxes, insurance fees, and capital expenditures. The rates of changes used in the estimation of future movements are in accordance with the rent growth rate used in the imputed rent income.
-
(d) The information on the range of discount rates is provided in the following table. The discount rates are determined to take into consideration the interest rate of time deposits or government bonds, as well as the Group’s liquidity, risk, value-added and degree of difficulty of management.
239
-
(e) The fair values of investment property under construction at the appraisal date and income estimation process were first determined by considering the growth of rent income under the forecast market conditions when the construction was completed, and were discounted using expected rental growth rate and vacancy loss to the appraisal date with a 10-year estimation period. Subsequently, the aforementioned discounted values reduced the necessary engineering costs and expenses incurred from appraisal date to expected completion date plus the discounted estimated salvage values.
-
(f) The appraisal reports adopted by the Group are co-certified by the real estate appraisers, Charlie Yang and Jia-Hui Chen from Cushman & Wakefield Limited (referred herein as “Cushman & Wakefield”) and Cushman & Wakefield Limited (HK). The appraisal dates are January 1, 2021 and 2020.
Summary of fair value disclosure on investment property:
| Year ended | ||
|---|---|---|
| December 31, 2020 | Computersegment | Buynow plaza |
| Comparative information | $642~$898 | $90~$4,612 |
| between local rent and similar | ||
| objective property rent | ||
| Movements of earnings in the | $70,608 | $3,922~$271,777 |
| prior year | ||
| Average occupancy rates | 100% | 85% |
| Year ended | ||
| December 31, 2019 | Computersegment | Buynow plaza |
| Comparative information | $639~$660 | $144~$5,485 |
| between local rent and similar | ||
| objective property rent | ||
| Movements of earnings in the | $65,401 |
$19,147~$311,906 |
| prior year | ||
| Average occupancy rates | 100% | 90% |
| Discount rate | December31,2020 | December31,2019 |
| -Computer segment | 3.10% | 3.65% |
| -Buynow plaza | 4.75%~6.75% | 4.75%~6.75% |
| C. The fair value information about the investment property is provided in Note 12(4). | ||
| D. Amount of borrowing costs capitalized as part of unfinished construction, investment property | ||
| and long-term lease prepayments and the range of the interest rates for such capitalization are as | ||
| follows: |
240
| Year | ended | |
|---|---|---|
| December31,2020 | December31,2019 | |
| Amount capitalised | $151,641 | $246,306 |
| Range of the interest rates for capitalisation |
3.00%~5.34% | 4.35%~5.94% |
- E. Information about the investment property that was pledged to others as collateral is provided in Note 8.
(10) Intangible assets
| Software At January 1 Cost 19,656 $ Accumulated amortisation and impairment - 19,656 $ At January 1 19,656 $ Additions- acquired separately 12,461 Amortisation charge 11,612) ( Net exchange differences 53) ( ( At December 31 20,452 $ At December 31 Cost 20,452 $ Accumulated amortisation and impairment - 20,452 $ |
Goodwill Total 10,270 $ 29,926 $ - - 10,270 $ 29,926 $ 10,270 $ 29,926 $ - 12,461 - 11,612) ( 17) 70) ( 10,253 $ 30,705 $ 10,253 $ 30,705 $ - - 10,253 $ 30,705 $ 2020 |
|---|---|
241
| Software At January 1 Cost 10,632 $ Accumulated amortisation and impairment - 10,632 $ At January 1 10,632 $ Additions- acquired separately 18,830 Disposals 628) ( Amortisation charge 9,073) ( Net exchange differences 105) ( ( At December 31 19,656 $ At December 31 Cost 19,656 $ Accumulated amortisation and impairment - 19,656 $ |
Goodwill Total 10,679 $ 21,311 $ - - 10,679 $ 21,311 $ 10,679 $ 21,311 $ - 18,830 - 628) ( - 9,073) ( 409) 514) ( 10,270 $ 29,926 $ 10,270 $ 29,926 $ - - 10,270 $ 29,926 $ 2019 |
|---|---|
Goodwill arose from Buynow segment of the Group.
Details of amortization on intangible assets are as follows:
| Administrative expenses Research and development expenses |
December31,2020 December31,2019 5,758 $ 4,551 $ 5,854 4,522 11,612 $ 9,073 $ Yearended |
December31,2020 December31,2019 5,758 $ 4,551 $ 5,854 4,522 11,612 $ 9,073 $ Yearended |
|---|---|---|
| 4,551 $ 4,522 |
||
| 9,073 $ |
(11) Non-current assets held for sale
The assets related to property, plant and equipment and right-of-use assets of Shantou Buynow Mall Co., Ltd. (part of Buynow plaza segment) have been reclassified as disposal group held for sale following the approval of the Group’s Board of Directors on May 24, 2019 to sell property, plant and equipment and right-of-use assets to Chicony Industry (Wuhan) Co., Ltd. The transaction was completed in December 2020.
A. Assets of disposal group held for sale:
242
December 31, 2019
| Dece | mber31,2019 | ||
|---|---|---|---|
| Property, plant and | |||
| equipment | $ | 3,164,097 | |
| Right-of-use assets | 1,019,397 | ||
| 4,183,494 | |||
| Accumulated impairment | ( | 160,539) | |
| Net exchange differences | ( | 236,939) | |
| $ | 3,786,016 |
- B. For the years ended December 31, 2020 and 2019, impairment losses of $54,627 and $160,539, respectively, were recognised in other gains and losses as a result of the remeasurement of the disposal group held for sale at the lower of its carrying amount or fair value less costs to sell. Information relating to fair value is provided in Note 12(4).
(12) Short-term borrowings
| Type ofborrowings Bank borrowings Bank secured borrowings Bank secured borrowing Bank unsecured borrowings Type ofborrowings Bank borrowings Bank secured borrowings Bank secured borrowings Bank secured borrowings Bank secured borrowings Bank unsecured borrowings |
December 31, 2020 Interest raterange Collateral 306,757 $ 4.15%~4.57% Investment property 497,299 0.59% Time deposits pledged 6,052,084 0.74%~1.00% Promissory note 6,856,140 $ December 31, 2019 Interest raterange Collateral 86,265 $ 4.57% Letter of credit 212,806 3.19% ~3.40%Long-term prepaid rent and property, plant and equipment 215,663 4.57% Time deposits pledged 722,495 3.19% ~5.50%Investment property 7,991,200 0.95% ~3.50%Promissory note 9,228,429 $ |
|---|---|
(13) Other current liabilities
| Other current liabilities | ||||
|---|---|---|---|---|
| Advance rental revenue Other current liabilities Advance receipts from disposals of property (Note) |
December31,2020 | December31,2019 | ||
| 380,618 $ 95,538 - 476,156 $ |
448,507 $ 130,215 1,458,310 2,037,032 $ |
Note: It refers to advance receipts from non-current assets held for sale.
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(14) Bonds payable
December 31, 2020 December 31, 2019 Secured bonds payable $ 5,000,000 $ 5,200,000 - Less: Current portion ( 200,000) $ 5,000,000 $ 5,000,000
-
A. On August 12, 2015, Clevo Co. issued $5,000,000 secured bonds, as approved by the regulatory authority. As of December 31, 2020, the bonds were all fully paid.
-
B. On August 22, 2019, Clevo Co. issued $5,000,000 secured bonds, as approved by the regulatory authority. As of December 31, 2020, the outstanding bonds payable was $5,000,000.
-
C. The terms of the secured bonds are as follows:
Type of Bonds Issuance date Period Amount Coupon rate Payment term Security Secured 2015/8/28 5 years $5,000,000 Not Principal is due Authorise bonds payable exceeding at maturity. Taiwan fixed rate Interest is paid Cooperative of 1.5% annually at Bank to execute simple interest corporate bond rate. guarantee according to the guarantee agreement. Secured 2019/8/26 5 years $5,000,000 Not Principal is due Authorise bonds payable exceeding at maturity. Taiwan fixed rate Interest is paid Cooperative of 0.8% annually at Bank to execute simple interest corporate bond rate. guarantee according to the guarantee agreement.
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244
- (15) Long term borrowings
| Type of borrowings |
Borrowing period andrepayment term |
Interest rate range |
Collateral | December 31, 2020 |
|
|---|---|---|---|---|---|
| 1.05% 5.22% 0.86%~0.89% 0.86%~0.87% 4.83%~5.25% 4.80%~5.45% 5.30% 0.87%~0.89% 1.03%~1.797% 0.52%~1.13% |
Property, plant and equipment and investment t Investment property Long-term prepaid rent and property, plant and equipment Investment property Investment property Investment property Promissory note Property, plant and equipment Promissory note Promissory note |
12,786,078 1,250,000 13,780 11,904,838 24,690,915 6,594,537) ( 18,096,378 $ 703,571 212,547 1,442,498 4,479,293 3,803,149 6,520,000 $ 6,028,571 237,507 |
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| Type of | Borrowing period | December 31, | December 31, | |||
|---|---|---|---|---|---|---|
| borrowings | andrepayment term | Interest raterange | Collateral | 2019 | ||
| Unsecured | Borrowing period is from September 28, | 0.91%~1.31% |
Promissory note | $ | 5,390,000 | |
| borrowings | 2018 to March 16, 2023; interest is payable | |||||
| monthly, principal is payable in installments | ||||||
| Unsecured | Borrowing period is from December 28, | 1.318%~1.797% |
Promissory note | 6,000,000 | ||
| borrowings | 2018 to December 28, 2023; interest is | |||||
| payable monthly, principal is payable in | ||||||
| installments | ||||||
| 11,390,000 | ||||||
| Secured | Borrowing period is from March 20, 2018 to | 1.295% | Property, plant | 1,250,000 | ||
| borrowings | March 20, 2023; interest is payable monthly, | and equipment | ||||
| principal is payable at maturity date | and investment | |||||
| property | ||||||
| Secured | Borrowing period is from June 8, 2015 to | 1.60%~6.37% |
Investment | 6,198,091 | ||
| borrowings | June 8, 2025; interest is payable monthly, | property | ||||
| principal is payable in installments | ||||||
| Secured | Borrowing period is from June 14, 2017 to | 5.32%~5.5% |
Investment | 1,912,927 | ||
| borrowings | June 7, 2022; interest is payable monthly, | property | ||||
| principal is payable at matunity date | ||||||
| Secured | Borrowing period is from December 6, 2016 | 5.13%~6.93% |
Investment | 3,983,966 | ||
| borrowings | to August 17, 2028; interest is payable | property | ||||
| quarterly, principal is payable in | ||||||
| installments | ||||||
| Secured | Borrowing period is from December 15, | 5.11%~5.94% |
Investment | 901,554 | ||
| borrowings | 2016 to December 14, 2020; interest is | property | ||||
| payable quarterly, principal is payable at | ||||||
| maturity date | ||||||
| Secured | Borrowing period is from September 28, | 4.75% | Time deposits | 99,436 | ||
| borrowings | 2019 to March 27, 2021; interest is payable | pledged | ||||
| quarterly, principal is payable at maturity | ||||||
| date | ||||||
| Secured | Borrowing period is from September 28, | 5.00% | Letter of credit | 177,897 | ||
| borrowings | 2018 to September 27, 2020; interest is | |||||
| payable monthly, principal is payable at | ||||||
| maturity date | ||||||
| Secured | Borrowing period is from June 11, 2018 to | 5.70% | Letter of credit | 42,225 | ||
| borrowings | June 10, 2021; interest is payable monthly, | |||||
| principal is payable in installments | ||||||
| 14,566,096 | ||||||
| 25,956,096 | ||||||
| Less: Current portion of long-term loans | ( | 4,746,751) | ||||
| $ | 21,209,345 |
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(16) Pensions
-
A. Defined benefit pension plans
-
(a) The Company has a defined benefit pension plan in accordance with the Labor Standards Act, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Act. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company contributes monthly an amount equal to 2% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company would assess the balance in the aforementioned labor pension reserve account by December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Company will make contributions for the deficit by next March.
-
(b) The amounts recognised in the balance sheet are as follows:
| Present value of defined benefit obligations Fair value of plan assets ( Net defined benefit liability |
December31,2020 323,696 $ 314,798) ( 8,898 $ |
December31,2019 387,480 $ 315,395) 72,085 $ |
|---|---|---|
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(c) Movements in net defined benefit liabilities are as follows:
| Present value of defined benefit obligations Year ended December 31, 2020 Balance at January 1 387,480 $ Current service cost 521 Interest expense (income) 2,945 390,946 Remeasurements: Return on plan assets (excluding amounts included in interest income or expense) Change in demographic 1,697) ( assumptions Change in financial assumptions 27,621) ( Experience adjustments 14,311) ( 43,629) ( Pension fund contribution - Paid pension 23,620) ( Balance at December 31 323,697 $ |
Fair value of plan assets |
Net defined liability |
|
|---|---|---|---|
| 315,395) ($ - 2,397) ( 317,792) ( - - 10,945) ( 10,945) ( 9,682) ( 23,620 314,799) ($ |
72,085 $ 521 548 73,154 1,697) ( 27,621) ( 25,256) ( 54,574) ( 9,682) ( - 8,898 $ |
(Remainder of page intentionally left blank)
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| Present value of defined benefit obligations Year ended December 31, 2019 Balance at January 1 398,118 $ Current service cost 818 Interest expense (income) 4,300 403,236 Remeasurements: Return on plan assets (excluding amounts included in interest income or expense) Change in demographic 1,354) ( assumptions Change in financial assumptions 17,644 Experience adjustments 9,763) ( 6,527 Pension fund contribution - Paid pension 22,283) ( Balance at December 31 387,480 $ |
Fair value of plan assets |
Net defined liability |
|
|---|---|---|---|
| 313,572) ($ - 3,388) ( 316,960) ( - - 10,716) ( 10,716) ( 10,002) ( 22,283 315,395) ($ |
84,546 $ 818 912 86,276 1,354) ( 17,644 20,479) ( 4,189) ( 10,002) ( - 72,085 $ |
(d) The Bank of Taiwan was commissioned to manage the Fund of the Company’s defined benefit pension plan in accordance with the Fund’s annual investment and utilisation plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilisation of the Labor Retirement Fund” (Article 6: The scope of utilisation for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilisation of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorized by the Regulator. The Company has no right to participate in managing and operating that fund and hence the Company is unable to disclose the classification of plan assets fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2020 and 2019 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government.
(e) The principal actuarial assumptions used were as follows:
249
| Years ended | December31, | |
|---|---|---|
| 2020 | 2019 | |
| Discount rate | 0.41% | 0.76% |
| Future salary increases | 1.50% | 2.50% |
Future mortality rate was estimated based on the 5th Taiwan Standard Ordinary Experience Mortality Table in accordance with published statistics and experience in each territory.
Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:
| Effect on present value of defined benefit obligation ( December 31 2019 Effect on present value of defined benefit obligation ( December 31, 2020 |
Increase 0.5% Decrease 0.5% 19,583) $ 21,370 $ 24,664) $ 26,786 $ Discount rate |
Future salaryincreases | Future salaryincreases |
|---|---|---|---|
| Increase 0.5% 19,583) $ 24,664) $ |
Increase 0.5% Decrease 0.5% 21,024 $ 19,483) ($ 26,179 $ 24,376) ($ |
Decrease 0.5% |
The sensitivity analysis above is based on one assumption which changed while the other conditions remain unchanged. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.
(f) Expected contributions to the defined benefit pension plans of the Group for the year ending December 31, 2021 amount to $9,682.
(g) As of December 31, 2020, the weighted average duration of the retirement plan is 13 years. The analysis of timing of the future pension payment was as follows:
| The analysis of timing of the future pension payment was as follows: | |
|---|---|
| Within 2 years 2-5 years Over 5 years |
243,813 $ 42,005 19,556 |
| 305,374 $ |
- B. Defined contribution plans
(a) Effective July 1, 2005, the Company has established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.
- (b) The Company’s China subsidiaries have a defined contribution plan. Monthly contributions to an independent fund administered by the government in accordance with the pension
250
regulations in the People’s Republic of China (PRC) are based on a certain percentage of the employees’ monthly salaries and wages. Other than the monthly contributions, the Group has no further obligations.
- (c) The pension costs under the defined contribution pension plans of the Group for the years ended December 31, 2020 and 2019 were $35,849 and $35,960, respectively.
(17) Provisions
| Analysis of total provisions: At January 1 Additional provisions Used during the year ( At December 31 Current |
2020 2019 50,523 $ 50,523 $ 77,481 64,910 74,481) 64,910) ( 53,523 $ 50,523 $ Warranty December31,2020 December31,2019 53,523 $ 50,523 $ |
|---|---|
The Group provides warranties on computer products sold. Provision for warranty is estimated based on historical warranty data of computer products.
-
(18) Share capital
-
A. As of December 31, 2020, the Company’s authorized capital was $7,500,000, consisting of 750 million shares of ordinary stock, and the paid-in capital was $6,697,630, consisting of 669,763 thousand shares with a par value of $10 (in dollars) per share. On June 15, 2012, the Board of Directors resolved to increase the Company’s authorized capital in the articles of incorporation to $9,000,000, consisting of 900 million shares of ordinary stock, with a par value of $10 (in dollars) per share. The foregoing includes 20 million shares reserved for employee stock options with a par value of $10 (in dollars) per share, which the Board of Directors are authorized to issue depending on actual demand.
Movements in the number of the Company’s ordinary shares outstanding are as follows:
| At January 1 Shares retired ( At December 31 |
2020 605,216 10,000) ( 595,216 |
2019 617,416 12,200) 605,216 |
|---|---|---|
B. Treasury shares
- (a) Reason for share reacquisition and movements in the number of the Company’s treasury shares are as follows:
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December 31, 2020
| December | 31,2020 | ||
|---|---|---|---|
| Name of company holding the shares |
Reason for reacquisition |
Numberofshares | Carryingamount |
| The Company Subsidiary-Kapok Computer Subsidiary-Clevo Investment Name of company holding the shares |
To be reissued to employees Long-term investment Long-term investment Reason for reacquisition |
47,500 thousand 16,966 thousand 10,081 thousand Number of shares December |
$ 1,450,203 95,305 108,183 Carrying amount 31,2019 |
| The Company Subsidiary-Kapok Computer Subsidiary-Clevo Investment |
To be reissued to employees Long-term investment Long-term investment |
37,500 thousand 16,966 thousand 10,081 thousand |
$ 1,153,554 95,305 108,183 |
- (b) Pursuant to the R.O.C. Securities and Exchange Act, the number of shares bought back as treasury share should not exceed 10% of the number of the Company’s issued and outstanding shares and the amount bought back should not exceed the sum of retained earnings, paid-in capital in excess of par value and realized capital surplus.
- (c) Pursuant to the R.O.C. Securities and Exchange Act, treasury shares should not be pledged as collateral and is not entitled to dividends before it is reissued.
- (d) Pursuant to the R.O.C. Securities and Exchange Act, treasury shares should be reissued to the employees within three years from the reacquisition date and shares not reissued within the five-year period are to be retired. Treasury shares to enhance the Company’s credit rating and the stockholders’ equity should be retired within six months of acquisition.
-
(19) Capital surplus
-
Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Act requires that the amount of capital surplus to be capitalized mentioned above should not exceed 10% of the paidin capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.
(20) Retained earnings
- A. Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ operating losses and then 10% of the remaining amount shall be set aside as legal reserve. However, when the legal reserve amounts to the authorized capital, this shall not apply. According to the law or the authority, the special surplus reserve shall be set or reversed. If there is still surplus, the Board of Directors shall draft the
252
allocation resolved by the shareholders.
-
B. The Company belongs to high tech and electronics industry and as the Company operates in a volatile business environment and is in the stable growth stage, the residual dividend policy is adopted taking into consideration the Company’s financial structure, operating results and future expansion plans, based on vision of industrial development, capital expenditure demand, sound financial plan and to protect the rights and interests of investors. According to the dividend policy, cash dividends shall account for at least 10% of the total dividends distributed.
-
C. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.
-
D. Special reserve
-
(a) In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.
-
(b) The amounts previously set aside by the Company as special reserve on initial application of IFRSs in accordance with Jin-Guan-Zheng-Fa-Zi Letter No. 1010012865, dated April 6, 2012, shall be reversed proportionately when the relevant assets are used, disposed of or reclassified subsequently.
-
(c) According to Jin-Guan-Zheng-Fa-Zi Letter No. 1030006415, dated March 18, 2014, investment properties are initially and subsequently measured using the fair value model. Changes in value due to appreciation as of December 31, 2013 are reflected in the increase in Appropriated Retained Earnings. The Company will recognise the reversal of earnings if subsequently disposed or the investment properties decrease.
-
E. The appropriations of 2019 and 2018 earnings as resolved by the shareholders on June 19, 2020 and June 18, 2019 are as follows:
| Legal reserve Special reserve Cash dividends |
2019 | 2018 | ||||
|---|---|---|---|---|---|---|
| Amount | Dividends per share (indollars) |
Amount | Dividends per share (indollars) |
|||
| 106,864 $ 993,875 - 1,100,739 $ |
- $ |
145,490 $ 1,194,446 128,453 1,468,389 $ |
0.20 $ |
The Company appropriated cash from capital surplus as resolved by the stockholders during their meeting on June 19, 2020 and June 18, 2019. The dividends per share is NTD 0.4 and 0.8, and the total amount to $248,906 and $513,810, respectively.
253
The above appropriations of 2019 and 2018 earnings are the same with those approved by the Board of Directors on March 31, 2020 and March 27, 2019, respectively.
- F. The appropriations of 2020 net income were resolved by the Board of Directors during its meeting on March 26, 2021 as follows:
| Legal reserve Special reserve Cash dividends |
Dividends per share Amount (indollars) 77,323 $ 507,614 373,358 0.60 $ 958,295 $ 2020 |
|---|---|
(21) Other equity items
| Other equity items Legal reserve Special reserve Cash dividends |
77,323 $ 507,614 373,358 958,295 $ |
0.60 $ |
|||
|---|---|---|---|---|---|
| At January 1 Currency translation differences: –Group –Associates –Tax on associates At December 31 At January 1 Currency translation differences: –Group –Tax on Group –Associates –Tax on associates At December 31 |
2020 | ||||
| Currency translation |
Revaluation 20,922 $ - - - 20,922 $ 2019 |
Total 4,836,021) ($ 91,391) ( 748) ( 149 4,928,011) ($ |
|||
| 4,856,943) ($ 91,391) ( 748) ( 149 4,948,933) ($ |
|||||
| Currency translation |
Revaluation 20,922 $ - - - - 20,922 $ |
Total | |||
| 2,741,605) ($ 2,084,716) ( 41,793 90,518) ( 18,103 4,856,943) ($ |
2,720,683) ($ 2,084,716) ( 41,793 90,518) ( 18,103 4,836,021) ($ |
254
(22) Operating revenue
| Revenue from contracts with customers -Sales revenue of computer products -Land development and resale -Hotel revenue -Other revenue Others-rental revenue |
December31,2020 December31,2019 16,212,628 $ 15,376,562 $ 837,973 2,596,326 55,530 92,901 707,078 864,385 2,425,737 2,970,488 20,238,946 $ 21,900,662 $ Yearended |
|---|---|
A. Disaggregation of revenue from contracts with customers
The Group derives revenue from the transfer of goods over time and at a point in time in the following major product lines and geographical regions:
Computer
| Computer | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Yera ended December 31, 2020 |
Segment | Buynow Plaza | Total | |||||||
| Computer products |
Land development andresale |
Hotel accommodations revenue |
Others | |||||||
| Total segment revenue Inter-segment revenue Revenue from external customer contracts Timing of revenue recognition At a point in time Over time |
27,188,709 $ 10,976,081) ( 16,212,628 $ 16,212,628 $ - 16,212,628 $ |
837,973 $ - 837,973 $ 837,973 $ - 837,973 $ |
55,530 $ - 55,530 $ - $ 55,530 55,530 $ |
707,078 $ - 707,078 $ 707,078 $ - 707,078 $ |
28,789,290 $ 10,976,081) ( 17,813,209 $ 17,757,679 $ 55,530 17,813,209 $ |
255
==> picture [459 x 262] intentionally omitted <==
----- Start of picture text -----
Computer
Segment Buynow Plaza
Year ended Land Hotel
December 31, Computer development accommodations
2019 products and resale revenue Others Total
Total segment
revenue $ 26,992,247 $ 2,596,326 $ 92,901 $ 864,385 $ 30,545,859
Inter-segment
revenue ( 11,615,685) - - - ( 11,615,685)
Revenue from
external customer
contracts $ 15,376,562 $ 2,596,326 $ 92,901 $ 864,385 $ 18,930,174
Timing of revenue
recognition
At a point in time $ 15,376,562 $ 2,596,326 $ - $ 864,385 $ 18,837,273
Over time - - 92,901 - 92,901
$ 15,376,562 $ 2,596,326 $ 92,901 $ 864,385 $ 18,930,174
----- End of picture text -----
B. Contract assets and liabilities
The Group has recognised the following revenue-related contract assets and liabilities:
December 31, 2020 December 31, 2019 January 1, 2019
| Contract liabilities: Contract liabilities – Advance real estate receipts Contract liabilities – Advance sales receipts |
$ 112,028 67,608 $ 179,636 |
$ 527,687 3,114,721 $ 46,614 31,316 $ 574,301 3,146,037 $ |
|---|---|---|
C. Revenue recognised that was included in the contract liability balance at the beginning of the period
| period | ||
|---|---|---|
| Revenue recognised that was included in the contract liability balance at the beginning of the period Advance real estate receipts Advance sales receipts |
Yeard ended | |
| December31,2020 383,418 $ 34,360 417,778 $ |
December31,2019 2,206,164 $ 31,316 |
|
| 2,237,480 $ |
256
(23) Interest income
| (24) (25) |
Other income Other gains and losses December31,2020 December 31, 2019 Interest income from bank deposits 67,743 $ 201,550 $ Yearended December31,2020 December31,2019 Rent income 70,529 $ 69,125 $ Dividend income 30,435 26,052 Other income 147,853 275,544 248,817 $ 370,721 $ Year ended December 31,2020 December 31, 2019 271,284 $ 377,049 $ 103 5,280 4,252) ( 463,078 4,702) ( 12,764) ( 54,627) ( 160,539) ( 55,918) ( 767,210 95,088) ( 311,286 244,081) ( 358,224) ( 42,574) ( 150,132) ( 229,855) ($ 1,242,244 $ Year ended (Losses) gains on fair value adjustment, investment property Gains on disposals of property, plant and equipment Gains on financial assets (liabilities) at fair value through profit or loss (Losses) gains on disposals of investment property Fee expense arising from financial liabilities not at fair value through profit or loss Impairment loss on non-current asset held for sale (Losses) gains on disposals of investments Foreign exchange losses Other losses |
|---|---|
(26) Finance costs
| Finance costs (Losses) gains on disposals of investments Foreign exchange losses Other losses |
95,088) ( 311,2 244,081) ( 358,2 ( 42,574) ( 150,1 ( 229,855) ($ 1,242,2 $ |
|---|---|
| Bank borrowings Less: Capitalisation of qualifying assets ( Financial costs |
December 31, 2020 December31,2019 1,092,189 $ 1,423,434 $ 183,558) 317,530) ( 908,631 $ 1,105,904 $ Year ended |
| December 31, 2020 1,092,189 $ 183,558) ( 908,631 $ |
257
(27) Expenses by nature
| Expenses by nature | ||||
|---|---|---|---|---|
| Year | ended | |||
| December | 31, 2020 | December | 31, 2019 | |
| Employee benefit expense | $ | 1,944,575 | $ | 2,334,145 |
| Depreciation charges on property, plant and | ||||
| equipment | 219,540 | 216,391 | ||
| Depreciation charges on right-of-use assets | 70,696 | 74,964 | ||
| Amortisation charges on intangible assets | 11,612 | 9,073 | ||
| Operating costs and expenses | $ | 2,246,423 | $ | 2,634,573 |
(28) Employee benefit expense
| Employee benefit expense | ||
|---|---|---|
| Wages and salaries Labour and health insurance fees Pension costs Other personnel expenses |
Yearended | |
| December31,2020 1,647,475 $ 53,773 36,918 206,409 1,944,575 $ |
December31,2019 | |
| 1,887,155 $ 58,181 37,690 351,119 |
||
| 2,334,145 $ |
-
A. In accordance with the Articles of Incorporation of the Company, a ratio of distributable profit of the current year shall be distributed as employees’ compensation and directors’ and supervisors’ remuneration. The ratio shall be 5%~15% for employees’ compensation and shall not be higher than 1% for directors’ and supervisors’ remuneration.
-
B. For the years ended December 31, 2020 and 2019, employees’ compensation was accrued at, $93,500 and $122,000, respectively; while directors’ and supervisors’ remuneration was accrued at $7,700 and $13,000, respectively. The aforementioned amounts were recognised in salary expenses.
-
The employees’ compensation and directors’ and supervisors’ remuneration were estimated and accrued based on 5%~15% and not higher than 1% of distributable profit of current year for the year ended December 31, 2020, respectively. The employees’ compensation and directors’ and supervisors’ remuneration resolved by the Board of Directors were $93,500 and $7,700, respectively, and the employees’ compensation will be distributed in the form of cash. Employees’ compensation and directors’ and supervisors’ remuneration for 2019 and 2018 as resolved by the Board of Directors were in agreement with those amounts recognised in the 2019 and 2018 financial statements.
Information about employees’ compensation and directors’ and supervisors’ remuneration of the Company as resolved by the Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.
258
(29) Income tax
A. Income tax expense
- (a) Components of income tax expense:
| e tax ome tax expense Components of income tax expense: |
|||||
|---|---|---|---|---|---|
| Year | ended | ||||
| December | 31,2020 | December | 31,2019 | ||
| Current tax: | |||||
| Current tax on profits for the year | $ | 344,391 | $ | 479,082 | |
| Prior year income tax (under) | |||||
| overestimation | ( | 25,670) | 3,038 | ||
| Total current tax | 318,721 | 482,120 | |||
| Deferred tax: | |||||
| Origination and reversal of temporary | |||||
| differences | ( | 289,460) | 203,648 | ||
| Total deferred tax | ( | 289,460) | 203,648 | ||
| Income tax expense | $ | 29,261 | $ | 685,768 |
(b) The income tax (charge)/credit relating to components of other comprehensive income is as follows:
| follows: | ||||||
|---|---|---|---|---|---|---|
| Year | ended | |||||
| December | 31, 2020 | December | 31,2019 | |||
| Currency translation differences | $ | 149 | $ | 34,476 | ||
| Remeasurement of defined benefit | ||||||
| obligations | ( | 10,915) | ( | 838) |
||
| ($ | 10,766) | $ | 33,638 |
B. Reconciliation between income tax expense and accounting profit
| Years | ended | ||||
|---|---|---|---|---|---|
| Income/(Loss) | December | 31,2020 | December | 31,2019 | |
| Tax calculated based on profit before tax and | |||||
| statutory tax rate | $ | 327,449 | $ | 401,474 | |
| Temporary differences not recognised as | |||||
| deferred | ( | 90,685) | ( | 104,769) | |
| Tax exempt income by tax regulation | ( | 23,724) | ( | 41,312) | |
| Effect from expenses disallowed by tax | |||||
| regulation | 187,533 | 113,705 | |||
| Taxable loss not recognised as deferred tax | |||||
| assets | 106,472 | 251,632 | |||
| Change in assessment of realisation of | |||||
| deferred tax assets | ( | 452,114) | 62,000 | ||
| Prior year income tax (under)overestimation | ( | 25,670) | 3,038 | ||
| Income tax expense | $ | 29,261 | $ | 685,768 |
259
C. Amounts of deferred tax assets or liabilities as a result of temporary differences and tax losses are as follows:
| are as follows: | |||
|---|---|---|---|
| Temporary differences: Unrealised exchange losses Allowance for bad debts Allowance for spare valuation losses Allowance for inventory valuation losses Unused compensated absences Accrued pension liability Tax losses Currency translation differences Fair value adjustment, investment property Deferred tax assets: |
Recognised Recognised in other in profit comprehensive January1 or loss income 59,000 $ 56,944) ($ - $ 11,677 2,761) ( - 1,526 55 - 3,371 121 - 5,065 - - 14,418 1,722) ( 10,915) ( 37,126 452,114 - - - 21,241 49,611 29,851 - 181,794 420,714 10,326 2020 |
Translation differences - $ - - - - - - - - - |
December31 |
| 2,056 $ 8,916 1,581 3,492 5,065 1,781 489,240 21,241 79,462 |
|||
| 612,834 |
260
| Deferred tax liabilities: Unrealised exchange gain 906) ( - - Foreign investment 509,746) ( 9,715) ( - income using equity method Difference from 7,666) ( 960) ( - amortisation of long-term prepaid rent Rent by straight 79,003) ( 2,272 - -line method Unrealised sales losses 542) ( 6) ( - Other operating 668) ( - - revenue Currency translation 21,092 - 21,092) ( differences Increase in revaluation 4,285) ( - - Fair value adjustment, investment property 11,492,958) ( 122,845) ( - 12,074,682) ( 131,254) ( 21,092) ( 11,892,888) ($ 289,460 $ 10,766) ($ |
- 906) ( - 519,461) ( - 8,626) ( - 76,731) ( - 548) ( - 668) ( - - - 4,285) ( 18,419 11,597,384) ( 18,419 12,208,609) ( 18,419 $ 11,595,775) ($ |
|---|---|
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261
| Recognised Recognised in other in profit comprehensive January1 or loss income Temporary differences Unrealised exchange losses 875 $ 58,125 $ - $ Unrealised sales gain - - - Allowance for bad debts 13,371 1,694) ( - Allowance for spare valuation losses 1,526 - - Allowance for 2,260 1,111 - inventory valuation losses Unused compensated 5,065 - - absences Rent by straight -line method 74,878 74,878) ( - Accrued pension 16,910 1,654) ( 838) ( liability Tax losses 99,126 62,000) ( - Fair value adjustment, investment property - 49,611 - 214,011 31,379) ( 838) ( Deferred tax liabilities: Unrealised exchange 12,715) ( 11,809 - gain Foreign investment 569,883) ( 60,137 - income using equity method 2019 Deferred tax assets: |
2019 | ||
|---|---|---|---|
262
| Difference from 8,064) ( 398 amortisation of long-term prepaid rent Rent by straight -line method 88,094) ( 9,091 Unrealised sales losses 13 555) ( Other operating 668) ( - revenue Currency translation 13,384) ( - differences Increase in revaluation 4,285) ( - Fair value adjustment, investment property 11,683,344) ( 253,149) ( 12,380,424) ( 172,269) ( 12,166,413) ($ 203,648) ($ |
- - - - 34,476 - - 34,476 33,638 $ |
- 7,666) ( - 79,003) ( - 542) ( - 668) ( - 21,092 - 4,285) ( 443,535 11,492,958) ( 443,535 12,074,682) ( 443,535 $ 11,892,888) ($ |
|---|---|---|
- D. Expiration dates of unused tax losses and amounts of unrecognised deferred tax assets are as follows:
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December 31, 2020
----- End of picture text -----
| Year incurred 2016 2017 2020 |
Amount filed/ assessed 144,741 $ 670,134 394,410 |
Unused amount 35,244 $ 670,134 394,410 |
Unrecognised deferredtaxassets - $ 35,378 394,410 |
Expiry year |
|---|---|---|---|---|
| 2026 2027 2030 |
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December 31, 2019
----- End of picture text -----
| Year incurred 2016 2017 |
Amount filed/ assessed 156,511 $ 898,310 |
Unused amount 33,693 $ 898,310 |
Unrecognised deferredtaxassets $ - 740,311 |
Expiry year |
|---|---|---|---|---|
| 2026 2027 |
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- E. Expiration dates of unused tax losses and amounts of unrecognised deferred tax assets from the Company’s subsidiaries are as follows:
| December31,2020 | December31,2020 | |||
|---|---|---|---|---|
| Year incurred 2016 2017 2018 2019 2020 |
Amount filed/ assessed 597,815 $ 836,543 976,899 774,043 582,289 |
Unused amount 597,815 $ 830,089 912,999 774,043 582,289 |
Unrecognised deferredtaxassets 291,041 $ 393,408 586,519 574,647 425,890 |
Expiry year |
| 2021 2022 2023 2024 2025 |
| Year incurred 2015 2016 2017 2018 2019 |
Amount filed/ assessed 439,200 $ 597,815 836,543 950,820 726,290 |
Unrecognised Unused amount deferred tax assets 439,200 $ 439,200 $ 446,349 446,349 770,462 770,462 950,820 950,820 726,290 726,290 December 31, 2019 |
Expiry year |
|---|---|---|---|
| 2020 2021 2022 2023 2024 |
- F. The amounts of deductible temporary differences that were not recognised as deferred tax assets are as follows:
Deductible temporary differences
==> picture [217 x 28] intentionally omitted <==
-
G. The Company has not recognised taxable temporary differences associated with investment in subsidiaries as deferred tax liabilities. As of December 31, 2020 and 2019, the temporary differences unrecognised as deferred tax liabilities were $10,007,234 and $9,553,808, respectively
-
H. The Company’s income tax returns through 2018 have been assessed and approved by the Tax Authority.
264
(30) Earnings per share
| Earnings per share | |||
|---|---|---|---|
| Basic earnings per share Profit attributable to ordinary shareholders of the parent Diluted earnings per share Profit attributable to ordinary shareholders of the parent Assumed conversion of all dilutive potential ordinary shares Employees’ bonus Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares Basic earnings per share Profit attributable to ordinary shareholders of the parent Diluted earnings per share Profit attributable to ordinary shareholders of the parent Assumed conversion of all dilutive potential ordinary shares Employees’ bonus Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares |
YearendedDecember31,2020 | ||
| Amount after tax ( 1,068,639 $ 1,068,639 $ - 1,068,639 $ |
Weighted average number of ordinary shares outstanding sharesin thousands) 611,110 611,110 4,081 615,191 |
265
(31) Supplemental cash flow information
Investing activities with partial cash payments
| Year ended | Year ended | Year ended | |||
|---|---|---|---|---|---|
| December 31,2020 | December | 31,2019 | |||
| Purchase of property, plant and | $ | 46,549 |
$ | 747,716 | |
| Add: Opening balance of payable | 862,371 | 747,729 | |||
| Add: Ending balance of | 3,139 | 103,138 | |||
| Less: Ending balance of payable | ( | 386,727) | ( | 862,371) | |
| Less: Opening balance of | ( | 103,138) | - | ||
| Less: Capitalisation of interest | ( | 43,337) | ( | 116,126) | |
| Cash paid during the year | $ | 378,857 | $ | 620,086 | |
| Purchase of investment property | $ | 84,055 |
$ | 133,425 | |
| Add: Opening balance of payable | 133,661 | 329,328 | |||
| Less: Ending balance of payable | ( | 88,173) | ( | 133,661) | |
| Cash paid during the year | $ | 129,543 | $ | 329,092 | |
| Proceeds from disposal of non-current asset | |||||
| held for sale | $ | 3,875,368 |
$ | - | |
| Add: Ending balance of advance receipt | - | 1,458,310 | |||
| Less: Opening balance of advance receipt | ( | 1,458,310) | - | ||
| Less: Ending balance of receivable | ( | 215,298) | - | ||
| Cash received during the year | $ | 2,201,760 | $ | 1,458,310 | |
| Proceeds from disposal of property, plant | |||||
| and equipment | $ | 8,042 |
$ | 119,074 | |
| Add: Opening balance of receivable | 14,622 | - | |||
| Less: Ending balance of receivable | - | 14,622 | |||
| Cash received during the year | $ | 22,664 | $ | 133,696 | |
| Disposal of subsidiary | $ | - |
$ | - | |
| Add: Opening balance of other | - | 961,772 | |||
| Cash received during the year | $ | - | $ | 961,772 | |
| Purchase of treasury stocks | $ | 296,649 |
$ | 386,017 | |
| Add: Opening balance of payable | - | 17,458 | |||
| Cash paid during the year | $ | 296,649 | $ | 403,475 |
266
(32) Changes in liabilities from financing activities
| At January 1 Changes in cash flow from financing activities Impact of changes in foreign exchange rate Changes in other non-cash items At December 31 At January 1 Changes in cash flow from financing activities Impact of changes in foreign exchange rate Changes in other non-cash items At December 31 |
Short-term borrowings Long-term borrowings 9,228,429 $ 25,956,096 $ $ 2,369,702) ( 1,444,966) ( ( 2,587) ( 20,214) ( - - 6,856,140 $ 24,490,916 $ $ Short-term borrowings Long-term borrowings 8,426,966 $ 34,584,482 $ 1,030,217 8,085,049) ( 228,754) ( 543,337) ( - - 9,228,429 $ 25,956,096 $ |
Short-term borrowings Long-term borrowings 9,228,429 $ 25,956,096 $ $ 2,369,702) ( 1,444,966) ( ( 2,587) ( 20,214) ( - - 6,856,140 $ 24,490,916 $ $ Short-term borrowings Long-term borrowings 8,426,966 $ 34,584,482 $ 1,030,217 8,085,049) ( 228,754) ( 543,337) ( - - 9,228,429 $ 25,956,096 $ |
Short-term borrowings Long-term borrowings 9,228,429 $ 25,956,096 $ $ 2,369,702) ( 1,444,966) ( ( 2,587) ( 20,214) ( - - 6,856,140 $ 24,490,916 $ $ Short-term borrowings Long-term borrowings 8,426,966 $ 34,584,482 $ 1,030,217 8,085,049) ( 228,754) ( 543,337) ( - - 9,228,429 $ 25,956,096 $ |
Bonds payable 5,200,000 200,000) - - 5,000,000 2020 Bonds payable 2019 |
|---|---|---|---|---|
| $ | ||||
| 8,426,966 $ 1,030,217 228,754) ( - 9,228,429 $ |
5,000,000 $ 200,000 - - |
|||
| 5,200,000 $ |
267
7. RELATED PARTY TRANSACTIONS
(1) Names of related parties and relationship
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Names of related parties Relationship with the Company
----- End of picture text -----
| Names of related parties | Relationship with the Company |
|---|---|
| Kent Hsu | Chairman |
| Changchun-hong Hyatt Hotel Management Co., Ltd. | Other related party |
| Chicony Energy Saving Technology (Shanghai) Co., Ltd. | Other related party |
| Chicony Electronics (Suzhou) Co., Ltd. | Other related party |
| Chicony Power Technology Co., Ltd. | Other related party |
| Honghui Real Estate Company | Other related party |
| Chicony Dalu Enterprise (Chengdu) Co., Ltd. | Associate |
| Chicony Square (Wuhan) Inc. | Associate |
| Chicony Industry (Wuhan) Co., Ltd. | Associate |
| Chicony Square (Wuhan) Inc. | Associate |
| Chicony Square (Cayman) Inc. | Associate |
| Epoque Corporation | Same chairman |
| Taipei Twin Corporation | Entity with joint control over this |
| entity |
(2) Significant related party transactions
A. Operating revenue
| nificant related party transactions Operating revenue |
||
|---|---|---|
| Sales of goods: -Associates -Entity with joint control over this entity Sales of services: -Other related parties -Associates |
December31,2020 December 31, 2019 - $ 31,762 $ 374 - 374 $ 31,762 $ - 48 - 1,815 374 $ 33,625 $ Yearended |
|
| 31,762 $ - |
||
| 31,762 $ 48 1,815 |
||
| 33,625 $ |
The Group (Buynow (China)) offered the services to related parties.
268
B. Purchases
| Purchases | ||
|---|---|---|
| Year | ended | |
| December31,2020 | December 31, 2019 | |
| Purchases of goods: | ||
| -Other related parties | 888,486 $ |
938,107 $ |
The purchases of the Group’s subsidiary, Kapok Computer (Kunshan), from other related parties are unique. Accordingly, the purchase prices are incomparable and payment terms are the same with third parties, which are within 1 ~ 5 months.
C. Receivables from related parties
| Accounts receivable: -Associates |
December31,2020 December 31, 2019 - $ 1,022 $ |
|---|---|
Receivables from related parties are mainly from selling goods and providing services to related parties. The receivables do not bear interest and were not pledged as collateral.
D. Payables to related parties
| Payables to related parties | ||
|---|---|---|
| Accounts payable: -Chicony Electronics (Suzhou) Co., Ltd. -Chicony Power Technology Co., Ltd. |
December31,2020 185,676 $ 56,498 242,174 $ |
December31,2019 |
| 203,213 $ 114,878 |
||
| 318,091 $ |
The payables to related parties arise mainly from purchase transactions. The payables bear no interest.
E. Other receivables from related parties (shown as other current asset)
| interest. Other receivables from related parties |
(shown as other current asset) | (shown as other current asset) | ||
|---|---|---|---|---|
| December31,2020 | December | 31,2019 | ||
| Other receivables: | ||||
| -Chicony Dalu Enterprise | $ | 15,310 | $ | 14,622 |
| (Chengdu) Co., Ltd. | ||||
| -Chicony Industry (Wuhan) | 215,298 | - | ||
| Co., Ltd. | ||||
| Others | - | 3,204 | ||
| $ | 230,608 | $ | 17,826 | |
| Advance receipts from disposals of property (shown as other current liabilities) | ||||
| December31,2020 | December | 31,2019 | ||
| Chicony Industry (Wuhan) Co., Ltd. |
$ | - | $ | 1,458,310 |
F. Advance receipts from disposals of property (shown as other current liabilities)
269
G. Property transactions
- (a) Disposal of property, plant and equipment:
| Year ended December 31, 2019 | Year ended December 31, 2019 | |||
|---|---|---|---|---|
| Disposal proceeds | Gain (loss) on disposal | |||
| Chicony Industry (Wuhan) Co., Ltd. | $ | 47,971 | $ | 2,394 |
| Chicony Dalu Enterprise (Chengdu) | ||||
| Co., Ltd. | 108,776 | 2,820 | ||
| $ | 156,747 | $ | 5,214 |
- (b) Disposal of non-current asset held for sale:
Chicony Industry (Wuhan) Co., Ltd.
Year ended December 31, 2020 Disposal proceeds Gain (loss) on disposal $ 3,875,368 $ -
The transaction price of non-current asset held for sale was determined based on the professional appraisal report.
- (c) Disposal of other assets:
| professional appraisal report. (c) Disposal of other assets: |
||||
|---|---|---|---|---|
| Loans from related parties Loans from related parties Accounts Chicony Dalu Enterprise (Chengdu) Co., Ltd. Intangible assets Chicony Square (Cayman) Inc. Honghui Real Estate Company Chicony Square (Wuhan) Inc. |
Disposalproceeds Gain(loss) ondisposal 1,518 $ - $ YearendedDecember31,2019 December31,2020 December31,2019 396,154 $ 424,269 $ - 215,650 - 12,940 396,154 $ 652,859 $ |
|||
| $ | ||||
| 396,154 $ - - |
424,269 $ 215,650 12,940 |
|||
| 396,154 $ |
652,859 $ |
H. Loans from related parties
The loans from associates and other related parties are payable at maturity within 1~5 years after the loan is made and carry interest at 0%~5.78% and 0%~5.78% per annum for the years ended December 31, 2020 and 2019, respectively. The amount of interest payable (recognised as other payables) as of December 31, 2020 and 2019 was $0 and $2,171, respectively. Additionally, interest expense recognised for the years ended December 31, 2020 and 2019 was $6,518 and $5,933 respectively.
I. Lease transactions - lessee
(a) The Group leased buildings from Honghui Real Estate Company for the year ended December 31, 2019. Rental contracts are typically made for a period of 5 years. The lease is subject to IFRS 16 as the usage of lease was included in the operating plan. Rents are paid at the end of
270
the month.
(b) Acquisition of right-of-use assets:
| the month. Acquisition of right-of-use assets: |
||
|---|---|---|
| December 31, 2020 | December31,2019 | |
| Other related parties | - $ |
74,442 $ |
In accordance with IFRS 16, the Group increased right-of-use assets by $74,442 on July 1, 2019.
- (c) Rent expense
| (c) Rent expense | ||
|---|---|---|
| (d) Lease liabilities (i) Outstanding balance: (ii) Interest expense Other related parties Other related parties Other related parties |
December31,2020 December31,2019 - $ 11,159 $ Years ended December31,2020 December 31, 2019 56,273 $ 65,903 $ Year ended |
|
| December31,2020 3,971 $ |
December 31, 2019 | |
| 1,007 $ |
J. Others
-
(a)The joint guarantor and co-issuer of the guarantee notes of bank borrowings is Kent Hsu for the years ended December 31, 2020 and 2019.
-
(b) The Company and EPOQUE CORPORATION participated in the land development project of Taipei City Western District Gateway Project-Taipei Main Station Special Zone C1/D1 (Eastern Part) to jointly establish TAIPEI TWIN CORPORATION. The related information is provided in Note 6(5).
(3) Key management compensation
| in Note 6(5). Key management compensation |
||
|---|---|---|
| Salaries and other short-term employee benefits Post-employment benefits |
Yearended | |
| December31,2020 79,839 $ 1,233 81,072 $ |
December31,2019 | |
| 98,923 $ 1,277 |
||
| 100,200 $ |
271
8. PLEDGED ASSETS
The Group’s assets pledged as collateral are as follows:
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Book value
Pledged asset December 31, 2020 December 31, 2019 Purpose
Inventories $ - $ 1,059,844 Long-term
borrowings
Financial assets at 1,862,669 1,694,289 STANDBY L/C,
amortised cost long-term and
(current and non- short-term
current) borrowings
Property, plant and 2,731,419 3,758,135 Long-term
equipment borrowings
(non-depreciated
balance)
Investment property and 55,477,346 61,269,162 Long-term and
right-of-use asset short-term
(long-term prepaid borrowings
rents)
$ 60,071,434 $ 67,781,430
----- End of picture text -----
9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT
COMMITMENTS
(1) Contingencies
None.
(2) Commitments
-
A. As of December 31, 2020 and 2019, the Company issued guarantee notes amounting to $25,673,888 and $25,081,970, respectively, for bank repayment and forward exchange trading.
-
B. On December 28, 2018, the Company entered into a syndicated loan agreement with 9 banks including Taiwan Cooperative Bank amounting to $6,000,000 and provided equal amount of guarantee notes. The Company and the Chairman of the Group are the joint guarantors and coissuers of the guarantee notes.
-
C. As of December 31, 2020 and 2019, the Group’s total contract prices for signed construction contracts amounted to $8,031,345 and $7,992,848 of which $7,395,801 and $7,327,890 were paid and $635,544 and $664,958 remain unpaid, respectively.
10. SIGNIFICANT DISASTER LOSS
- None.
11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE
- The Board of Directors has resolved the appropriation of 2020 earnings on March 26, 2021. Details are provided in Note 6(20) F.
272
12. OTHERS
-
(1) Due to the impact of Covid-19, the Group resumed work and operations entirely from the second quarter of 2020. Although the operating revenue of certain business segments decreased for the year ended December 31, 2020, the Covid-19 pandemic has no significant impact on the Group’s financial condition and financial performance as the Group has properly controlled its costs.
-
(2) Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including ‘current and non-current borrowings’ as shown in the consolidated balance sheet) less cash and cash equivalents. Total capital is calculated as ‘equity’ as shown in the consolidated balance sheet plus net debt.
During the year ended December 31, 2020, the Group’s strategy, which was unchanged from 2019, was to maintain the gearing ratio within 40% to 60%. The gearing ratios at December 31, 2020 and 2019 were as follows:
| December31,2020 Total borrowings 36,547,055 $ Less: Cash and cash equivalents 4,918,051) ( ( Net debt 31,629,004 Total equity 39,879,138 Total capital 71,508,142 $ Gearing ratio 44% |
December 31, 2019 40,384,525 $ 8,047,784) 32,336,741 39,795,261 72,132,002 $ 45% |
|---|---|
273
(3) Financial instruments
A. Financial instruments by category
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----- Start of picture text -----
December 31, 2020 December 31, 2019
Financial assets
Financial assets at fair value
through profit or loss $ 1,609,467 $ 1,022,194
Financial assets at amortised
cost 9,426,834 11,819,345
$ 11,036,301 $ 12,841,539
Financial liabilities
Financial liabilities at fair value
through profit or loss $ 15,781 $ 1,008
Financial liabilities at
amortised cost 41,056,849 45,639,071
$ 41,072,630 $ 45,640,079
Lease liability $ 112,268 $ 65,903
----- End of picture text -----
-
Note: Financial assets at amortised cost include cash and cash equivalents, accounts receivable (including related parties), other receivables, guarantee deposits paid and time deposits unqualified as cash equivalents; financial liabilities at amortised cost include short-term borrowings, accounts payable (including related parties), notes payable, other payables (including related parties), corporate bonds payable, long-term borrowings (including current portion), guarantee deposits received and long-term accounts payable to related parties.
-
B. Financial risk management policies
-
The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. To minimize any adverse effects on the financial performance of the Group, derivative financial instruments, such as foreign exchange forward contracts and foreign currency option contracts are used to hedge certain exchange rate risk.
-
C. Significant financial risks and degrees of financial risks
-
(a) Market risk
Foreign exchange risk
-
i. The Group operates internationally and is exposed to foreign exchange risk arising from the transactions of the Company and its subsidiaries used in various functional currency, primarily with respect to the USD and RMB. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities.
-
ii. Management has set up a policy to require group companies to manage their foreign exchange risk against their functional currency. The companies are required to hedge their
274
entire foreign exchange risk exposure with the Group treasury. Exchange rate risk is measured through a forecast of highly probable USD and RMB expenditures. Forward foreign exchange contracts are adopted to minimize the volatility of the exchange rate affecting cost of forecast inventory purchases.
-
iii. The Group hedges foreign exchange rate by using forward exchange contracts. However, the Group does not adopt hedging accounting. Details of financial assets or liabilities at fair value through profit or loss are provided in Note 6(2).
-
iv. The Group’s businesses involve some non-functional currency operations (the Company’s and certain subsidiaries’ functional currency: NTD; other certain subsidiaries’ functional currency: RMB). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:
| as follows: | as follows: |
|---|---|
| g currency amount (In thousands) Exchangerate Book value (NTD) Financial assets Monetary items USD:NTD 252,434 $ 28.10 7,093,395 $ USD:RMB 448 6.52 12,589 RMB:NTD 28,169 4.31 121,408 Investments accounted for using USD:NTD 87,583 28.10 2,461,071 Financial liabilities Monetary items USD:NTD 28,789 28.10 808,971 USD:RMB 197,474 6.52 5,549,256 December31,2020 (Foreign currency: functional currency) |
|
| 7,093,395 $ 12,589 121,408 2,461,071 808,971 5,549,256 |
|
275
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----- Start of picture text -----
December 31, 2019
Foreign currency
amount Book value
(In thousands) Exchange rate (NTD)
(Foreign currency: functional currency)
Financial assets
Monetary items
USD:NTD $ 283,362 30.09 $ 8,526,363
USD:RMB 1,788 6.98 53,790
RMB:NTD 184,431 4.31 794,898
HKD:NTD 8,710 3.86 33,621
JPY:NTD 7,263,428 0.28 2,033,760
Investments accounted for using
the equity method
USD:NTD 114,007 30.09 2,431,007
Financial liabilities
Monetary items
USD:NTD 18,212 30.09 547,999
USD:RMB 193,362 6.98 5,817,064
----- End of picture text -----
-
v. The total exchange gain (loss), including realized and unrealized, arising from significant foreign exchange variation on the monetary items held by the Group for the years ended December 31, 2020 and 2019 amounted to ($244,081) and ($358,224), respectively.
-
vi. Analysis of foreign currency market risk arising from significant foreign exchange variation:
| variation: | ||||
|---|---|---|---|---|
| Degree of variation Effect on profitor loss Effect on other comprehensive income Financial assets Monetary items USD:NTD 1% 56,747 $ - $ USD:RMB 1% 101 - RMB:NTD 1% 971 - Financial liabilities Monetary items USD:NTD 1% 6,472 - USD:RMB 1% 44,394 - YearendedDecember31,2020 Sensitivityanalysis (Foreign currency: functional currency) |
YearendedDecember31,2020 | |||
| Effect on profitor loss Effect on other comprehensive income 56,747 $ - $ 101 - 971 - 6,472 - 44,394 - Sensitivityanalysis |
||||
| Degree of variation |
Effect on profitor loss |
|||
| 56,747 $ 101 971 6,472 44,394 |
- $ - - - - |
|||
276
Year ended December 31, 2019
Sensitivity analysis
| Effect on other | ||
|---|---|---|
| Degree of | Effect on | comprehensive |
| variation | profitor loss | income |
(Foreign currency: functional currency)
| Financial assets | |||||
|---|---|---|---|---|---|
| Monetary items | |||||
| USD:NTD | 1% | $ | 68,211 | $ | - |
| USD:RMB | 1% | 430 | - | ||
| RMB:NTD | 1% | 6,359 | - | ||
| HKD:NTD | 1% | 260 | - | ||
| JPY:NTD | 1% | 16,270 | - | ||
| Financial liabilities | |||||
| Monetary items | |||||
| USD:NTD | 1% | 4,384 | - | ||
| USD:RMB | 1% | 46,537 | - |
Price risk
-
i.The Group’s financial instruments, which are exposed to price risk, are the held financial assets at fair value through profit or loss. To manage its price risk arising from investments in financial instruments, the Group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Group.
-
ii.The Group’s investments in equity securities comprise shares and open-end funds issued by the domestic and foreign companies. The prices of financial securities would change due to the change of the future value of investee companies. If the prices of these financial securities had increased/decreased by 1% with all other variables held constant, post-tax profit for the years ended December 31, 2020 and 2019 would have increased/decreased by $15,168 and $10,136, respectively, as a result of gains/losses on financial securities classified as at fair value through profit or loss.
Cash flow and fair value interest rate risk
-
i.The Group’s main interest rate risk arises from long-term borrowings with variable rates, which expose the Group to cash flow interest rate risk. During the years ended December 31, 2020 and 2019, the Group’s borrowings at variable rate were mainly denominated in New Taiwan dollars, US dollars, RMB dollars, and JPY dollars.
-
ii.The Group’s borrowings are measured at amortized cost. The borrowings are periodically contractually repriced and to that extent are also exposed to the risk of future changes in market interest rates.
iii.If the borrowing interest rate had increased/decreased by 1% with all other variables held
277
constant, profit, net of tax for the years ended December 31, 2020 and 2019 would have decreased/increased by $246,183 and $276,327, respectively. The main factor is that changes in interest expense result from floating rate borrowings.
-
(b) Credit risk
-
i.Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the accounts receivable based on the agreed terms, and the contract cash flows of debt instruments stated at amortized cost.
-
ii.According to the Group’s credit policy, each local entity in the Group is responsible for managing and analyzing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors.
-
iii.Individual risk limits are set based on internal or external ratings in accordance with limits set by the credit department. The utilization of credit limits is regularly monitored.
-
iv.For banks and financial institutions, only independently rated parties with a best rating are accepted.
-
v.The Group adopts the following assumptions under IFRS 9 to access whether there has been a significant increase in credit risk on that instrument since initial recognition:
-
(i) If the contract payments were past due over 30 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition.
-
(ii) For investments in bonds that are traded over the counter, if any external credit rating agency rates these bonds as investment grade, the credit risk of these financial assets is low.
-
vi.The Group adopts the assumption under IFRS 9, that is, the default occurs when the contract payments are past due over 90 days.
-
vii.The following indicators are used to determine whether the credit impairment of debt instruments has occurred:
-
(i) It becomes probable that the issuer will enter bankruptcy or other financial reorganization due to their financial difficulties;
-
(ii) The disappearance of an active market for that financial asset because of financial difficulties;
-
(iii) Default or delinquency in interest or principal repayments;
-
(iv) Adverse changes in national or regional economic conditions that are expected to cause a default.
viii.The Group classifies customer’s accounts receivable in accordance with customer types. The Group applies the modified approach using provision matrix to estimate expected credit loss.
278
-
ix.The Group wrote-off the financial assets, which cannot be reasonably expected to be recovered, after initiating recourse procedures. However, the Group will continue executing the recourse procedures to secure their rights. On December 31, 2020 and 2019, the Group had no written-off financial assets that are still under recourse procedures.
-
x.The Group used the forecastability to adjust historical and timely information to assess the default possibility of accounts receivable, contract assets and lease payments receivable. On December 31, 2020 and 2019, the provision matrix is as follows:
| At December 31, 2020 Expected loss rate Total book value Loss allowance Expected loss rate Total book value Loss allowance At December 31, 2019 Expected loss rate Total book value Loss allowance Expected loss rate Total book value Loss allowance |
Notpastdue | 1~90 days pastdue |
91~180 days pastdue 10.28%~47.11% 17,220 $ 1,105 Total |
|---|---|---|---|
| 0.04%~6.09% 1,727,638 $ 685 181~270 days pastdue |
0.08%~32.16% 493,667 $ 355 Over 270 days |
||
| 70.54%~100% 18,866 $ 6,336 Notpastdue |
100% 30,787 $ 30,787 1~90 days pastdue |
2,288,178 $ 39,268 91~180 days pastdue |
|
| 0.03%~0.05% 1,652,030 $ 772 181~270 days pastdue |
0.03%~59.94% 342,109 $ 13,835 Over 270 days |
0.03%~72.42% 19,222 $ 3,129 Total |
|
| 0.03%~100% 4,403 $ 2,035 |
100% 28,933 $ 28,933 |
2,046,697 $ 48,704 |
xi.Movements in relation to the Group applying the modified approach to provide loss allowance for accounts receivable is as follows:
| Accounts | receivable | ||||
|---|---|---|---|---|---|
| 2020 | 2019 | ||||
| At January 1 | $ | 48,704 | $ | 55,572 | |
| Provision for impairment | 2,132 | - | |||
| Reversal of impairment | - | ( | 5,026) | ||
| Write-offs | ( | 11,211) | |||
| Effect of foreign exchange | ( | 357) |
( | 1,842) | |
| At December 31 | $ | 39,268 | $ | 48,704 |
279
(c) Liquidity risk
-
i. Cash flow forecasting is performed in the operating entities of the Group and aggregated by Group treasury. Group treasury monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs.
-
ii. The table below analyses the Group’s non-derivative financial liabilities and net-settled or gross-settled derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date for nonderivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows.
| undiscounted cash flows. | ||||
|---|---|---|---|---|
| December31,2020 Less than 1 year Lease liability 21,234 $ Bonds payable 40,000 Long-term borrowings 6,756,454 (including current portion) Guarantee deposits received - Long-term accounts payable to related parties - Forward foreign exchange contracts 15,781 Non-derivative financial liabilities Derivative financial liabilities December31,2019 Less than 1 year Lease liability 14,095 $ Bonds payable 240,000 Long-term borrowings 5,109,333 (including current portion) Guarantee deposits received - Long-term accounts payable to related parties - Non-derivative financial liabilities |
Less than 1 year |
Between 1 and2years 21,234 $ 40,000 5,387,367 679,593 - - Between 1 and2years 14,816 $ 40,000 6,795,065 693,756 - |
Between 2 and 5 years 37,903 $ 5,065,973 11,377,894 - 396,154 - Between 2 and 5 years |
Over5 years |
| 77,913 $ - 1,836,279 - - - Over5 years - $ - 1,879,124 - - |
||||
| 40,441 $ 5,120,000 13,232,231 - 424,269 |
Except for the abovementioned, the non-derivative financial liabilities of the Group are all expiring within one year.
iii. The Group does not expect the maturity date will be early, or the actual amount will be different.
(3) Fair value information
A. The different levels that the inputs to valuation techniques are used to measure fair value of
280
financial and non-financial instruments have been defined as follows:
-
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Group’s investment in listed stocks and beneficiary certificates is included in Level 1.
-
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The fair value of the Group’s investment in offthe-run beneficiary certificates, bank debentures, convertible bonds and derivative instruments is included in Level 2.
-
Level 3: Unobservable inputs for the asset or liability. The fair value of the Group’s investment in investment property is included in Level 3.
-
B. Financial instruments not measured at fair value
-
The carrying amounts of cash and cash equivalents, accounts receivable (including related parties), other receivables, financial assets at amortised cost, short-term borrowings, accounts payable (including related parties), other payables, corporate bonds payable, long-term borrowings (including current portion) and long-term accounts payable to related parties financial liabilities are approximate to their fair values.
-
C. The related information on financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities at December 31, 2020 and 2019 is as follows:
-
(a) The related information on the nature of the assets and liabilities is as follows:
| December31,2020 Assets Recurring fair value measurements Financial assets at fair value through profit or loss Equity securities Forward foreign exchange contracts Beneficiary certificates Investment property (Note 1) Liabilities Recurring fair value measurements Forward foreign exchange contracts |
Level 1 668,976 $ - 110,144 - - ( 779,120 $ |
Level 2 - $ 9,351 820,996 - 15,781) 814,566 $ |
Level3 - $ - - 63,638,847 - ( 63,638,847 $ |
Total 668,976 $ 9,351 931,140 63,638,847 15,781) 65,232,533 $ |
|---|---|---|---|---|
281
==> picture [441 x 244] intentionally omitted <==
----- Start of picture text -----
December 31, 2019 Level 1 Level 2 Level 3 Total
Assets
Recurring fair value measurements
Financial assets at fair value
through profit or loss
- -
Equity securities $ 624,112 $ $ $ 624,112
Beneficiary certificates 10,000 388,082 - 398,082
Investment property (Note 1) - - 63,013,015 63,013,015
Non-recurring fair value measurements
Non-current assets held for sale - - 3,786,016 3,786,016
(Note 2)
Liabilities
Recurring fair value measurements
Forward foreign exchange
contracts - ( 1,008) - ( 1,008)
$ 634,112 $ 387,074 $66,799,031 $ 67,820,217
----- End of picture text -----
Note 1 : Investment property measured at fair value.
-
Note 2: Under IFRS 5, assets held for sale must be measured at fair value less costs to sell when the fair value less the cost to sell is lower than the carrying amount.
-
(b) The methods and assumptions the Group used to measure fair value are as follows:
-
i.. The instruments the Group used market quoted prices as their fair values (that is, Level 1) are listed below by characteristics:
==> picture [423 x 41] intentionally omitted <==
-
ii. Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes. The fair value of financial instruments measured by using valuation techniques can be referred to current fair value of instruments with similar terms and characteristics in substance, discounted cash flow method or other valuation methods, including calculated by applying model using market information available at the consolidated balance sheet date (i.e. yield curves on the Taipei Exchange, average commercial paper interest rates quoted from Reuters).
-
iii. When assessing non-standard and low-complexity financial instruments, for example, debt instruments without active market, interest rate swap contracts, foreign exchange swap contracts and options, the Group adopts valuation technique that is widely used by market participants. The inputs used in the valuation method to measure these financial instruments are normally observable in the market.
-
iv. The valuation of derivative financial instruments is based on valuation model widely
282
accepted by market participants, such as present value techniques and option pricing models. Forward exchange contracts are usually valued based on the current forward exchange rate.
-
v. The fair value, calculated based on the sales price less costs to sell, is used by the Group to measure its assets held for disposal.
-
vi. The output of valuation model is an estimated value and the valuation technique may not be able to capture all relevant factors of the Group’s financial and non-financial instruments. Therefore, the estimated value derived using valuation model is adjusted accordingly with additional inputs, for example, model risk or liquidity risk and etc. In accordance with the Group’s management policies and relevant control procedures relating to the valuation models used for fair value measurement, management believes adjustment to valuation is necessary in order to reasonably represent the fair value of financial and non-financial instruments at the consolidated balance sheet. The inputs and pricing information used during valuation are carefully assessed and adjusted based on current market conditions.
-
vii. The Group takes into account adjustments for credit risks to measure the fair value of financial and non-financial instruments to reflect credit risk of the counterparty and the Group’s credit quality.
-
D. For the years ended December 31, 2020 and 2019, there was no transfer between Level 1 and Level 2.
-
E. The movement of Level 3 of investment property for the years ended December 31, 2020 and 2019 is provided in Note 6(9).
-
F. For the years ended December 31, 2020 and 2019, there was no transfer into or out from Level 3.
-
G. Financial and Administrative segment is in charge of valuation procedures for fair value measurements being categorised within Level 3 (investment property), which is based on the valuation methods and assumptions announced by the Financial Supervisory Commission, Securities and Futures Bureau or through outsourced appraisal performed by the external valuer. The Group sets up valuation policies, valuation processes, and rules for measuring fair value of investment property and ensures compliance with the related requirements in IFRS.
-
H. The following is the qualitative information on significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:
283
| Investment property |
Fair value at December 31, 2020 Valuation technique 63,638,847 $ Income approach of discounted cash flow method |
Significant unobservable input |
Range (weighted average) Relationship of inputs to fair value (Note 1) The higher the long- term rent revenue growth rate, the higher the fair value; The higher the discount rate, the lower the fair value |
|---|---|---|---|
| Long-term rent revenue growth rate and discount rate |
Note 1: The range of long-term rent revenue growth rate is (10%)~20%; the range of discount rate is provided in Note 6(9).
| Investment property Non- current assets held for sale: (Note 2) Property, plant and equipment |
Fair value at December 31, 2019 |
Valuation technique |
Significant unobservable input |
Range (weighted average) |
Relationship of inputs to fair value |
|---|---|---|---|---|---|
| 63,013,015 $ 3,786,016 |
Income approach of discounted cash flow method Market comparison approach |
Long-term rent revenue growth rate and discount rate Not applicable |
(Note 1) | The higher the long- term rent revenue growth rate, the higher the fair value; The higher the discount rate, the lower the fair value Not applicable |
Note 1: The range of long-term rent revenue growth rate is (10%)~20%; the range of discount rate is provided in Note 6(9).
Note 2: The lower of carrying amount and fair value less costs to sell.
284
13. SUPPLEMENTARY DISCLOSURES
(1) Significant transactions information
-
The disclosures of investee companies were based on financial statements reviewed by independent auditors and the following transactions with subsidiaries were eliminated when preparing the consolidated financial statements. The following disclosure information is for reference only. A. Loans to others: Please refer to table 1.
-
B. Provision of endorsements and guarantees to others: Please refer to table 2.
-
C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 3.
-
D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company’s paid-in capital: None.
-
E. Acquisition of real estate reaching $300 million or 20% of paid-in capital or more: Please refer to table 4.
-
F. Disposal of real estate reaching $300 million or 20% of paid-in capital or more: Please refer to table 5.
-
G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 6.
-
H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 7.
-
I. Trading in derivative instruments undertaken during the reporting periods: As of December 31, 2020, the Group’s open interest derivative instruments amounted to ($15,781). The Group recognised net loss amounting to $15 on derivative instruments for the year ended December 31, 2020.
-
J. Significant inter-company transactions during the reporting periods: Please refer to table 8.
(2) Information on investees
Names, locations, and other information of investee companies (not including investees in Mainland China) : Please refer to table 9.
(3) Information on investments in Mainland China
-
A. Basic information: Please refer to table 10.
-
B. Ceiling on investments in Mainland China: Please refer to table 10.
-
C. Significant transactions, price, payment term and unrealized gain or loss, either directly or indirectly through a third area, with investee companies in the Mainland Area:
-
Significant sales (purchases), property transactions, accounts receivable (payable), provision of endorsements and guarantees from notes or provides collaterals and accommodation of funds for the year ended December 31, 2020, either directly or indirectly through a third area, with investee companies in the Mainland Area are provided in Notes 13(1) A, B, E, G, H, J.
(4) Major shareholders information
Major shareholders information: Please refer to table 11.
285
14. SEGMENT INFORMATION
(1) General information
Management has determined the reportable operating segments based on the reports reviewed by the chief operating decision maker-Board of Directors that are used to make strategic decisions. The Group’s main operating businesses are manufacturing and trading of computer and computer peripherals; research and development, production, and sales of computer software and hardware; after-sales services for aforementioned products and property management. The product features and manufacturing procedures are different so that its marketing and selling ways are different. The chief operating decision-maker operates various businesses from the perspective of different products. Currently, businesses are mainly divided into computer segment, Buynow Plaza and other segments, of which computer segment and Buynow Plaza are the reportable segments.
(2) Measurement of segment information
The Group’s accounting policies of operating segments are the same as Note 4. Management has determined the Group’s operating segment profit or loss is measured based on operating income before tax (not including extraordinary profit and loss) for performance assessment basis. The Group considers the sale and transfer among segments as transactions with third parties. Reporting amount and reports for operating decision-maker are the same.
(3) Information about segment profit or loss, assets and liabilities
The segment information provided to the chief operating decision-maker for the reportable segments is as follows:
| is as follows: | ||||
|---|---|---|---|---|
| Year ended December 31, 2020 Revenue from external customers Inter-segment revenue Total segment revenue External-segment income (before tax) Segment income (after tax) Segment income (loss), including Interest income Interest expense Depreciation and amortisation Income tax expense (benefit) |
Computer Segment 16,212,628 $ 10,976,081 27,188,709 $ 241,699 $ 487,928 $ 48,802 $ 636,780) $ ( 69,743 $ 118,613 $ ( |
BuynowPlaza 4,025,362 $ - 4,025,362 $ 446,349 $ 170,633 $ 18,939 $ 271,851) $ 232,105 $ 89,214) $ ( |
Others Total 956 $ 20,238,946 $ - 10,976,081 956 $ 31,215,027 $ 8,157 $ 696,205 $ 8,383 $ 666,944 $ 2 $ 67,743 $ - $ 908,631) ($ - $ 301,848 $ 138) $ 29,261 $ |
|
| ( |
286
==> picture [477 x 201] intentionally omitted <==
----- Start of picture text -----
Computer
Year ended December 31, 2019 Segment Buynow Plaza Others Total
Revenue from external customers $ 15,376,563 $ 6,422,332 $ 101,767 $ 21,900,662
Inter-segment revenue 11,615,684 7,635 ( 692) 11,622,627
Total segment revenue $ 26,992,247 $ 6,429,967 $ 101,075 $ 33,523,289
External-segment income (before tax) $ 264,806 $ 1,429,007 $ 65,819 $ 1,759,632
Segment income (after tax) $ 445,484 $ 564,310 $ 64,070 $ 1,073,864
Segment income (loss), including
Interest income $ 159,437 $ 42,086 $ 27 $ 201,550
Interest expense ($ 739,392) ($ 360,558) $ 5,954 ($ 1,093,996)
Depreciation and amortisation $ 87,772 $ 212,656 $ - $ 300,428
Income tax expense $ 198,250 $ 484,210 $ 3,308 $ 685,768
----- End of picture text -----
(4) Reconciliation for segment income (loss)
A reconciliation of reportable segment revenue and total revenue, and a reconciliation of reportable segment income or loss and total income or loss before tax is provided as follows:
| Revenue | |
|---|---|
| Information on products and services Reportable segments revenue Other segments revenue Elimination of intersegment revenue Total revenue Income/(Loss) Reportable segments income (after tax) Other segments income (after tax) Elimination of intersegment transactions Income after tax from continuing operations Sales revenue of computer products Rental revenue Land development and resale from Buynow Hotel revenue Other revenue |
|
| December31,2020 16,212,628 $ 2,425,737 837,973 55,530 707,078 20,238,946 $ |
(5) Information on products and services
287
(6) Geographical information
Geographical information for the years ended December 31, 2020 and 2019 is as follows:
| Geographical information Geographical information for the years ended |
December 31, 2020 and 2019 is as follows: | 019 is as follows: | 019 is as follows: |
|---|---|---|---|
| Revenue Sales revenue of computer products China Asia-Pasific Europe the Americas Rental revenue China Asia-Pasific Land development and resale China Hotel revenue China Other revenue China Asia-Pasific Total revenue Non-current assets China Taiwan |
l December31,2019 4,316,389 $ 6,405,353 $ 6,334,415 4,676,854 4,139,745 2,802,651 1,422,079 1,491,704 16,212,628 15,376,562 2,425,737 2,869,413 - 101,075 2,425,737 2,970,488 837,973 2,596,326 837,973 2,596,326 55,530 92,901 55,530 92,901 707,078 863,692 - 693 707,078 864,385 20,238,946 $ 21,900,662 $ December31,2020 December31,2019 72,665,623 $ 73,217,222 $ 2,280,950 $ 1,948,406 $ Years ended |
December31,2019 | |
| 6,405,353 $ 4,676,854 2,802,651 1,491,704 |
|||
| 15,376,562 2,869,413 101,075 |
|||
| 2,970,488 | |||
| 2,596,326 | |||
| 2,596,326 92,901 |
|||
| 92,901 | |||
| 863,692 693 |
|||
| 864,385 | |||
| 21,900,662 $ |
|||
| December31,2020 72,665,623 $ 2,280,950 $ |
(7) Major customer information
Major customer information of the Group for the years ended December 31, 2020 and 2019 is as follows:
A B
| Years ended | Years ended |
|---|---|
| December31,2020 Revenue 2,831,723 $ 2,227,798 $ |
December31,2019 |
| Revenue | |
| 4,785,403 $ |
|
| - $ |
288
Table 1
Expressed in thousands of NTD (Except as otherwise indicated)
CLEVO CO. and Subsidiaries Loans to others Year ended December 31, 2020
| NO. (Note 1) |
Creditor | Borrower | General ledger account (Note 2) |
Is a related party |
Maximum outstanding balance during year ended December 31, 2020 (Note 3) |
Balance at December 31, 2020 (Note 8) |
Actual amount drawn down |
Interest rate | Nature of loan (Note 4) |
Amount of transactions with the borrower (Note 5) |
Reason for short-term financing (Note 6) |
Allowance for doubtful account |
Collateral | Collateral | Limit on loans granted to a single party (Note 7) |
Ceiling on total loans granted (Note 7) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 0 | The Company | CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
Other receivables - related parties - current |
Yes | 1,600,000 $ |
- $ |
- $ |
1.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 $ |
39,879,138 $ |
Note 8 |
| 0 | The Company | KAPOK COMPUTER (SAMOA) CORPORATION |
Other receivables - related parties - current |
Yes | 300,000 | - | - | 1.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 1 | Kapok Computer Co., Ltd. |
The Company | Other receivables - related parties - current |
Yes | 55,000 | - | - | 1.04% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 2 | Clevo Investment Co., Ltd. |
The Company | Other receivables - related parties - current |
Yes | 49,000 | - | - | 1.04% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 3 | CLEVO COMPUTER SINGAPORE PTD LTD. |
The Company | Other receivables - related parties - non- current |
Yes | 109,574 | - | - | 0.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 4 | CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
Buynow Electronic Information (Hangzhou) Co., Ltd. |
Other receivables - related parties - current |
Yes | 126,432 | - | - | 6 months LIBOR+2.5 %,3.5% |
2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 4 | CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
BUYNOW(GUANGZH OU) CORPORATION |
Other receivables - related parties - current |
Yes | 126,432 | - | - | 2.50% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 4 | CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
Buynow (Xian) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 56,192 | - | - | 3.50% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 4 | CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
BUYNOW (HARBIN) CORPORATION |
Other receivables - related parties - current |
Yes | 82,883 | - | - | 2.50% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 4 | CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
Daqing Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 84,288 | - | - | 3.50% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 4 | CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
Zibo Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 84,288 | - | - | 2.50% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 4 | CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
BUYNOW (TAIZHOU) CORPORATION |
Other receivables - related parties - current |
Yes | 182,624 | - | - | 3.50% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 4 | CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
Kunshan Kaishuo Trading Co., Ltd. |
Other receivables - related parties - non- current |
Yes | 150,709 | - | - | 3.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
289
| NO. (Note 1) |
Creditor | Borrower | General ledger account (Note 2) |
Is a related party |
Maximum outstanding balance during year ended December 31, 2020 (Note 3) |
Balance at December 31, 2020 (Note 8) |
Actual amount drawn down |
Interest rate | Nature of loan (Note 4) |
Amount of transactions with the borrower (Note 5) |
Reason for short-term financing (Note 6) |
Allowance for doubtful account |
Collateral | Collateral | Limit on loans granted to a single party (Note 7) |
Ceiling on total loans granted (Note 7) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 5 | Buynow Electronic Information (Hangzhou) Co., Ltd. |
Changsha Hungyu Business Management Co., Ltd. |
Other receivables - related parties - current |
Yes | 121,213 $ |
121,213 $ |
121,213 $ |
5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 $ |
39,879,138 $ |
Note 8 |
| 5 | Buynow Electronic Information (Hangzhou) Co., Ltd. |
Shanghai Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 252,889 | 252,889 | 252,889 | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 5 | Buynow Electronic Information (Hangzhou) Co., Ltd. |
Buynow (Harbin) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 80,091 | 80,091 | 80,091 | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 5 | Buynow Electronic Information (Hangzhou) Co., Ltd. |
Anshan Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 181,927 | 171,162 | 171,162 | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 5 | Buynow Electronic Information (Hangzhou) Co., Ltd. |
Guiyang Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 131,763 | 131,763 | 131,763 | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 6 | Buynow (Chengdu) Electronic Information Co., Ltd. |
Changsha Hungyu Business Management Co., Ltd. |
Other receivables - related parties - current |
Yes | 43,060 | 29,496 | 29,496 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 6 | Buynow (Chengdu) Electronic Information Co., Ltd. |
Shanghai Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 346,200 | 346,200 | 346,200 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 6 | Buynow (Chengdu) Electronic Information Co., Ltd. |
Buynow (Fujian) Electronic Technology Development Co., Ltd. |
Other receivables - related parties - current |
Yes | 283,466 | 238,253 | 238,253 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 6 | Buynow (Chengdu) Electronic Information Co., Ltd. |
Shanghai Buynow Electronic Products Market Management Co.,Ltd. |
Other receivables - related parties - current |
Yes | 8,612 | - | - | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 6 | Buynow (Chengdu) Electronic Information Co., Ltd. |
Zibo Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 148,125 | 148,125 | 148,125 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 6 | Buynow (Chengdu) Electronic Information Co., Ltd. |
Buynow Electronic Information (Hui zhou) Co., Ltd |
Other receivables - related parties - current |
Yes | 129,523 | 129,523 | 129,523 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 6 | Buynow (Chengdu) Electronic Information Co., Ltd. |
Shantou Buynow Mall Co., Ltd. |
Other receivables - related parties - current |
Yes | 25,836 | - | - | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 6 | Buynow (Chengdu) Electronic Information Co., Ltd. |
Clevo (China) Investment Co., Ltd. |
Other receivables - related parties - current |
Yes | 21,530 | 21,530 | 21,530 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
290
| NO. (Note 1) |
Creditor | Borrower | General ledger account (Note 2) |
Is a related party |
Maximum outstanding balance during year ended December 31, 2020 (Note 3) |
Balance at December 31, 2020 (Note 8) |
Actual amount drawn down |
Interest rate | Nature of loan (Note 4) |
Amount of transactions with the borrower (Note 5) |
Reason for short-term financing (Note 6) |
Allowance for doubtful account |
Collateral | Collateral | Limit on loans granted to a single party (Note 7) |
Ceiling on total loans granted (Note 7) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 6 | Buynow (Chengdu) Electronic Information Co., Ltd. |
Anshan Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 200,313 $ |
53,480 $ |
53,480 $ |
4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 $ |
39,879,138 $ |
Note 8 |
| 6 | Buynow (Chengdu) Electronic Information Co., Ltd. |
Guiyang Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 280,964 | 280,964 | 280,964 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 6 | Buynow (Chengdu) Electronic Information Co., Ltd. |
Dezhou Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 38,754 | - | - | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 6 | Buynow (Chengdu) Electronic Information Co., Ltd. |
Quanzhou Buynow Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 36,601 | 36,601 | 36,601 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 7 | Buynow (Nanjing) Facility Leasing And Management Co., Ltd. |
Changsha Hungyu Business Management Co., Ltd. |
Other receivables - related parties - current |
Yes | 5,813 | - | - | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 7 | Buynow (Nanjing) Facility Leasing And Management Co., Ltd. |
Shanghai Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 6,028 | - | - | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 7 | Buynow (Nanjing) Facility Leasing And Management Co., Ltd. |
Buynow (Xian) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 341,678 | 341,678 | 341,678 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 7 | Buynow (Nanjing) Facility Leasing And Management Co., Ltd. |
Buynow (Harbin) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 174,176 | 174,176 | 174,176 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 7 | Buynow (Nanjing) Facility Leasing And Management Co., Ltd. |
Zibo Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 30,572 | 30,572 | 30,572 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 7 | Buynow (Nanjing) Facility Leasing And Management Co., Ltd. |
Luoyang Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 98,176 | 33,587 | 33,587 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 8 | Kapok Computer (Kunshan) Co., Ltd. |
Buynow Electronic Information (Hangzhou) Co., Ltd. |
Other receivables - related parties - current |
Yes | 128,748 | 128,748 | 128,748 | 4.50% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 8 | Kapok Computer (Kunshan) Co., Ltd. |
Buynow (Nanchang) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 318,426 | 318,426 | 318,426 | 4.50% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 8 | Kapok Computer (Kunshan) Co., Ltd. |
Buynow(Guangzhou) Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 169,224 | 169,224 | 169,224 | 4.50% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
291
| NO. (Note 1) |
Creditor | Borrower | General ledger account (Note 2) |
Is a related party |
Maximum outstanding balance during year ended December 31, 2020 (Note 3) |
Balance at December 31, 2020 (Note 8) |
Actual amount drawn down |
Interest rate | Nature of loan (Note 4) |
Amount of transactions with the borrower (Note 5) |
Reason for short-term financing (Note 6) |
Allowance for doubtful account |
Collateral | Collateral | Limit on loans granted to a single party (Note 7) |
Ceiling on total loans granted (Note 7) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 8 | Kapok Computer (Kunshan) Co., Ltd. |
Buynow (Xian) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 169,311 $ |
169,311 $ |
169,311 $ |
4.50% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 $ |
39,879,138 $ |
Note 8 |
| 8 | Kapok Computer (Kunshan) Co., Ltd. |
Buynow (Harbin) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 639,737 | 639,737 | 639,737 | 4.50% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 8 | Kapok Computer (Kunshan) Co., Ltd. |
Shanghai Buynow Electronic Products Market Management Co.,Ltd. |
Other receivables - related parties - current |
Yes | 172,239 | - | - | 4.50% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 8 | Kapok Computer (Kunshan) Co., Ltd. |
Daqing Buynow Electronic Information Corporation |
Other receivables - related parties - current |
Yes | 96,454 | 96,454 | 96,454 | 4.50% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 8 | Kapok Computer (Kunshan) Co., Ltd. |
Zibo Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 87,842 | 87,842 | 87,842 | 4.50% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 8 | Kapok Computer (Kunshan) Co., Ltd. |
Shantou Buynow Mall Co., Ltd. |
Other receivables - related parties - current |
Yes | 491,397 | 491,397 | 491,397 | 4.50% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 8 | Kapok Computer (Kunshan) Co., Ltd. |
Clevo (China) Investment Co., Ltd. |
Other receivables - related parties - current |
Yes | 172,239 | 172,239 | 172,239 | 4.50% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 8 | Kapok Computer (Kunshan) Co., Ltd. |
Yingkou Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 81,813 | 81,813 | 81,813 | 4.50% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 8 | Kapok Computer (Kunshan) Co., Ltd. |
Guiyang Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 428,444 | 428,444 | 428,444 | 4.50% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 8 | Kapok Computer (Kunshan) Co., Ltd. |
Taizhou Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 192,046 | 192,046 | 192,046 | 4.50% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 8 | Kapok Computer (Kunshan) Co., Ltd. |
Dezhou Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 545,566 | 545,566 | 545,566 | 4.50% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 8 | Kapok Computer (Kunshan) Co., Ltd. |
Kunshan Kaishuo Trading Co., Ltd. |
Other receivables - related parties - current |
Yes | 172,239 | 172,239 | 172,239 | 4.50% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 9 | Buynow (Nanchang) Industry Co., Ltd. |
Buynow (Guangzhou) Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 30,788 | 30,788 | 30,788 | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
292
| NO. (Note 1) |
Creditor | Borrower | General ledger account (Note 2) |
Is a related party |
Maximum outstanding balance during year ended December 31, 2020 (Note 3) |
Balance at December 31, 2020 (Note 8) |
Actual amount drawn down |
Interest rate | Nature of loan (Note 4) |
Amount of transactions with the borrower (Note 5) |
Reason for short-term financing (Note 6) |
Allowance for doubtful account |
Collateral | Collateral | Limit on loans granted to a single party (Note 7) |
Ceiling on total loans granted (Note 7) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 9 | Buynow (Nanchang) Industry Co., Ltd. |
Shantou Buynow Mall Co., Ltd. |
Other receivables - related parties - current |
Yes | 172,239 $ |
- $ |
- $ |
5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 $ |
39,879,138 $ |
Note 8 |
| 9 | Buynow (Nanchang) Industry Co., Ltd. |
Anshan Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 257,841 | 257,841 | 257,841 | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 9 | Buynow (Nanchang) Industry Co., Ltd. |
Guiyang Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 74,579 | 74,579 | 74,579 | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 9 | Buynow (Nanchang) Industry Co., Ltd. |
Taizhou Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 115,400 | 79,230 | 79,230 | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 9 | Buynow (Nanchang) Industry Co., Ltd. |
Dezhou Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 220,465 | 21,530 | 21,530 | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 9 | Buynow (Nanchang) Industry Co., Ltd. |
Buynow (Jinzhou) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 166,296 | 166,296 | 166,296 | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 10 | Buynow (Zhengzhou) Electronic Information Co., Ltd. |
Changsha Hungyu Business Management Co., Ltd. |
Other receivables - related parties - current |
Yes | 85,129 | 85,129 | 85,129 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 10 | Buynow (Zhengzhou) Electronic Information Co., Ltd. |
Shanghai Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 53,394 | - | - | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 10 | Buynow (Zhengzhou) Electronic Information Co., Ltd. |
Buynow (Harbin) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 198,893 | 164,660 | 164,660 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 10 | Buynow (Zhengzhou) Electronic Information Co., Ltd. |
Beijing Kaiye Electronic Technology Co., Ltd. |
Other receivables - related parties - current |
Yes | 181,367 | 53,825 | 53,825 | - | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 10 | Buynow (Zhengzhou) Electronic Information Co., Ltd. |
Clevo (China) Investment Co., Ltd. |
Other receivables - related parties - current |
Yes | 86,119 | 68,895 | 68,895 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 10 | Buynow (Zhengzhou) Electronic Information Co., Ltd. |
Guiyang Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 75,441 | 75,441 | 75,441 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 10 | Buynow (Zhengzhou) Electronic Information Co., Ltd. |
Dezhou Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 177,836 | 177,836 | 177,836 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
293
| NO. (Note 1) |
Creditor | Borrower | General ledger account (Note 2) |
Is a related party |
Maximum outstanding balance during year ended December 31, 2020 (Note 3) |
Balance at December 31, 2020 (Note 8) |
Actual amount drawn down |
Interest rate | Nature of loan (Note 4) |
Amount of transactions with the borrower (Note 5) |
Reason for short-term financing (Note 6) |
Allowance for doubtful account |
Collateral | Collateral | Limit on loans granted to a single party (Note 7) |
Ceiling on total loans granted (Note 7) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 10 | Buynow (Zhengzhou) Electronic Information Co., Ltd. |
Luoyang Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 46,504 $ |
- $ |
- $ |
4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 $ |
39,879,138 $ |
Note 8 |
| 10 | Buynow (Zhengzhou) Electronic Information Co., Ltd. |
Buynow (Jinzhou) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 861 | - | - | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 11 | BUYNOW (GUANGZHOU) CORPORATION |
Buynow (Guangzhou) Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 140,480 | - | - | 3.50% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 12 | Buynow Electronic Information (Shenyang) Co., Ltd. |
Changsha Hungyu Business Management Co., Ltd. |
Other receivables - related parties - current |
Yes | 95,808 | 91,502 | 91,502 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 12 | Buynow Electronic Information (Shenyang) Co., Ltd. |
Zibo Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 91,717 | 91,717 | 91,717 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 12 | Buynow Electronic Information (Shenyang) Co., Ltd. |
Yingkou Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 120,524 | 113,204 | 113,204 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 12 | Buynow Electronic Information (Shenyang) Co., Ltd. |
Anshan Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 15,286 | - | - | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 12 | Buynow Electronic Information (Shenyang) Co., Ltd. |
Guiyang Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 41,122 $ |
41,122 $ |
41,122 $ |
4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 $ |
39,879,138 $ |
Note 8 |
| 12 | Buynow Electronic Information (Shenyang) Co., Ltd. |
Dezhou Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 85,516 | 33,845 | 33,845 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 13 | Buynow (Fujian) Electronic Technology Development Co., Ltd. |
Shanghai Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 34,017 | 34,017 | 34,017 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 13 | Buynow (Fujian) Electronic Technology Development Co., Ltd. |
Buynow (Nanchang) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 21,530 | - | - | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 13 | Buynow (Fujian) Electronic Technology Development Co., Ltd. |
Buynow (Guangzhou) Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 57,097 | 57,097 | 57,097 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 13 | Buynow (Fujian) Electronic Technology Development Co., Ltd. |
Buynow (Harbin) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 81,167 | 81,167 | 81,167 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
294
| NO. (Note 1) |
Creditor | Borrower | General ledger account (Note 2) |
Is a related party |
Maximum outstanding balance during year ended December 31, 2020 (Note 3) |
Balance at December 31, 2020 (Note 8) |
Actual amount drawn down |
Interest rate | Nature of loan (Note 4) |
Amount of transactions with the borrower (Note 5) |
Reason for short-term financing (Note 6) |
Allowance for doubtful account |
Collateral | Collateral | Limit on loans granted to a single party (Note 7) |
Ceiling on total loans granted (Note 7) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 13 | Buynow (Fujian) Electronic Technology Development Co., Ltd. |
Beijing Kaiye Electronic Technology Co., Ltd. |
Other receivables - related parties - current |
Yes | 40,907 $ |
- $ |
- $ |
0.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 $ |
39,879,138 $ |
Note 8 |
| 13 | Buynow (Fujian) Electronic Technology Development Co., Ltd. |
Daqing Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 236,785 | 236,785 | 236,785 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 13 | Buynow (Fujian) Electronic Technology Development Co., Ltd. |
Guangdong Buynow Real Estate Management Co., Ltd. |
Other receivables - related parties - current |
Yes | 32,295 | - | - | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 13 | Buynow (Fujian) Electronic Technology Development Co., Ltd. |
Shantou Buynow Mall Co., Ltd. |
Other receivables - related parties - current |
Yes | 45,213 | - | - | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 13 | Buynow (Fujian) Electronic Technology Development Co., Ltd. |
Dezhou Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 45,213 | - | - | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 13 | Buynow (Fujian) Electronic Technology Development Co., Ltd. |
Luoyang Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 36,601 | - | - | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 13 | Buynow (Fujian) Electronic Technology Development Co., Ltd. |
Quanzhou Buynow Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 46,203 | 46,203 | 46,203 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 14 | Buynow (Xian) Industry Co., Ltd. |
Taizhou Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 30,572 | - | - | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 15 | Buynow (Changchun) Industry Co., Ltd. |
Buynow (Nanchang) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 30,142 | - | - | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 15 | Buynow (Changchun) Industry Co., Ltd. |
Buynow (Zhengzhou) Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 21,530 | - | - | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 15 | Buynow (Changchun) Industry Co., Ltd. |
Buynow (Guangzhou) Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 47,323 | 47,323 | 47,323 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 15 | Buynow (Changchun) Industry Co., Ltd. |
Buynow (Xian) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 163,627 | 163,627 | 163,627 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 15 | Buynow (Changchun) Industry Co., Ltd. |
Shanghai Buynow Electronic Products Market Management Co.,Ltd. |
Other receivables - related parties - current |
Yes | 25,836 | - | - | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
295
| NO. (Note 1) |
Creditor | Borrower | General ledger account (Note 2) |
Is a related party |
Maximum outstanding balance during year ended December 31, 2020 (Note 3) |
Balance at December 31, 2020 (Note 8) |
Actual amount drawn down |
Interest rate | Nature of loan (Note 4) |
Amount of transactions with the borrower (Note 5) |
Reason for short-term financing (Note 6) |
Allowance for doubtful account |
Collateral | Collateral | Limit on loans granted to a single party (Note 7) |
Ceiling on total loans granted (Note 7) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 15 | Buynow (Changchun) Industry Co., Ltd. |
Daqing Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 21,530 $ |
17,224 $ |
17,224 $ |
4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 $ |
39,879,138 $ |
Note 8 |
| 15 | Buynow (Changchun) Industry Co., Ltd. |
Clevo (China) Investment Co., Ltd. |
Other receivables - related parties - current |
Yes | 51,672 | 51,672 | 51,672 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 15 | Buynow (Changchun) Industry Co., Ltd. |
Anshan Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 30,615 | - | - | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 15 | Buynow (Changchun) Industry Co., Ltd. |
Taizhou Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 25,836 | 25,836 | 25,836 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 15 | Buynow (Changchun) Industry Co., Ltd. |
Dezhou Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 45,213 | - | - | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 15 | Buynow (Changchun) Industry Co., Ltd. |
Luoyang Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 49,519 | 36,601 | 36,601 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 15 | Buynow (Changchun) Industry Co., Ltd. |
Quanzhou Buynow Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 36,988 | 36,988 | 36,988 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 16 | Buynow (Wuxi) Electronic Technology Development Co., Ltd. |
Shanghai Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 31,520 | - | - | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 16 | Buynow (Wuxi) Electronic Technology Development Co., Ltd. |
Buynow (Harbin) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 74,407 | 54,600 | 54,600 | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 16 | Buynow (Wuxi) Electronic Technology Development Co., Ltd. |
Anshan Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 79,445 | 72,986 | 72,986 | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 16 | Buynow (Wuxi) Electronic Technology Development Co., Ltd. |
Dezhou Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 107,649 | 86,119 | 86,119 | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 17 | Quality Trust Property Management Co, Ltd. |
Buynow (Xian) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 10,980 | - | - | 3.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 17 | Quality Trust Property Management Co, Ltd. |
Daqing Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 167,933 | 167,933 | 167,933 | 3.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
296
| NO. (Note 1) |
Creditor | Borrower | General ledger account (Note 2) |
Is a related party |
Maximum outstanding balance during year ended December 31, 2020 (Note 3) |
Balance at December 31, 2020 (Note 8) |
Actual amount drawn down |
Interest rate | Nature of loan (Note 4) |
Amount of transactions with the borrower (Note 5) |
Reason for short-term financing (Note 6) |
Allowance for doubtful account |
Collateral | Collateral | Limit on loans granted to a single party (Note 7) |
Ceiling on total loans granted (Note 7) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 17 | Quality Trust Property Management Co, Ltd. |
Anshan Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 39,830 $ |
31,218 $ |
31,218 $ |
3.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 $ |
39,879,138 $ |
Note 8 |
| 17 | Quality Trust Property Management Co, Ltd. |
Buynow (Jinzhou) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 2,153 | - | - | 3.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 18 | BUYNOW (HARBIN) CORPORATION |
Buynow (Harbin) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 84,288 | - | - | 3.50% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 19 | Kalor Buynow (Heifei) Electronic Information Co., Ltd. |
Shanghai Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 6,459 | - | - | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 19 | Kalor Buynow (Heifei) Electronic Information Co., Ltd. |
Buynow (Nanchang) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 62,867 | 62,867 | 62,867 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 19 | Kalor Buynow (Heifei) Electronic Information Co., Ltd. |
Buynow (Xian) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 227,355 | 227,355 | 227,355 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 19 | Kalor Buynow (Heifei) Electronic Information Co., Ltd. |
Buynow (Harbin) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 114,108 | 96,454 | 96,454 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 19 | Kalor Buynow (Heifei) Electronic Information Co., Ltd. |
Zibo Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 24,759 | 23,037 | 23,037 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 19 | Kalor Buynow (Heifei) Electronic Information Co., Ltd. |
Luoyang Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 214,902 | 110,267 | 110,267 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 19 | Kalor Buynow (Heifei) Electronic Information Co., Ltd. |
Quanzhou Buynow Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 5,598 | - | - | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 19 | Kalor Buynow (Heifei) Electronic Information Co., Ltd. |
Buynow (Jinzhou) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 50,810 | 41,337 | 41,337 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 20 | Wuxi Quntai Property Management Co., Ltd. |
Shantou Buynow Mall Co., Ltd. |
Other receivables - related parties - current |
Yes | 7,105 | - | - | 3.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 20 | Wuxi Quntai Property Management Co., Ltd. |
Anshan Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 22,822 | 22,822 | 22,822 | 3.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
297
| NO. (Note 1) |
Creditor | Borrower | General ledger account (Note 2) |
Is a related party |
Maximum outstanding balance during year ended December 31, 2020 (Note 3) |
Balance at December 31, 2020 (Note 8) |
Actual amount drawn down |
Interest rate | Nature of loan (Note 4) |
Amount of transactions with the borrower (Note 5) |
Reason for short-term financing (Note 6) |
Allowance for doubtful account |
Collateral | Collateral | Limit on loans granted to a single party (Note 7) |
Ceiling on total loans granted (Note 7) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 21 | Buynow (Chongqing) Industry Co., Ltd. |
Buynow (Nanchang) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 8,612 $ |
- $ |
- $ |
5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 $ |
39,879,138 $ |
Note 8 |
| 21 | Buynow (Chongqing) Industry Co., Ltd. |
Shantou Buynow Mall Co., Ltd. |
Other receivables - related parties - current |
Yes | 45,213 | - | - | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 21 | Buynow (Chongqing) Industry Co., Ltd. |
Clevo (China) Investment Co., Ltd. |
Other receivables - related parties - current |
Yes | 68,895 | - | - | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 21 | Buynow (Chongqing) Industry Co., Ltd. |
Taizhou Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 78,799 | 78,799 | 78,799 | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 22 | Shanghai Buynow Electronic Products Market Management Co.,Ltd. |
Shanghai Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 80,952 | 80,952 | 80,952 | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 22 | Shanghai Buynow Electronic Products Market Management Co.,Ltd. |
Buynow (Nanchang) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 37,462 | - | - | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 22 | Shanghai Buynow Electronic Products Market Management Co.,Ltd. |
Buynow (Xian) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 93,009 | 6,459 | 6,459 | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 22 | Shanghai Buynow Electronic Products Market Management Co.,Ltd. |
Qingdao Buynow Technology Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 256,592 | 256,592 | 256,592 | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 22 | Shanghai Buynow Electronic Products Market Management Co.,Ltd. |
Shantou Buynow Mall Co., Ltd. |
Other receivables - related parties - current |
Yes | 60,284 | - | - | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 22 | Shanghai Buynow Electronic Products Market Management Co.,Ltd. |
Anshan Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 304,518 | 227,010 | 227,010 | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 22 | Shanghai Buynow Electronic Products Market Management Co.,Ltd. |
Luoyang Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 270,415 | 270,415 | 270,415 | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 22 | Shanghai Buynow Electronic Products Market Management Co.,Ltd. |
Quanzhou Buynow Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 26,180 | 4,650 | 4,650 | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 22 | Shanghai Buynow Electronic Products Market Management Co.,Ltd. |
Buynow (Jinzhou) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 238,637 | 238,637 | 238,637 | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
298
| NO. (Note 1) |
Creditor | Borrower | General ledger account (Note 2) |
Is a related party |
Maximum outstanding balance during year ended December 31, 2020 (Note 3) |
Balance at December 31, 2020 (Note 8) |
Actual amount drawn down |
Interest rate | Nature of loan (Note 4) |
Amount of transactions with the borrower (Note 5) |
Reason for short-term financing (Note 6) |
Allowance for doubtful account |
Collateral | Collateral | Limit on loans granted to a single party (Note 7) |
Ceiling on total loans granted (Note 7) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 22 | Shanghai Buynow Electronic Products Market Management Co.,Ltd. |
Shanghai Huizhuan Restaurant Management Co., Ltd. |
Other receivables - related parties - current |
Yes | 27,989 $ |
27,989 $ |
27,989 $ |
5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 $ |
39,879,138 $ |
Note 8 |
| 23 | Daqing Buynow Electronic Information Co., Ltd. |
Buynow (Zhengzhou) Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 146,403 | 127,887 | 127,887 | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 24 | Tianjin Buynow Electronic Information Co., Ltd. |
Shanghai Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 155,445 | 155,445 | 155,445 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 24 | Tianjin Buynow Electronic Information Co., Ltd. |
Buynow (Fujian) Electronic Technology Development Co., Ltd. |
Other receivables - related parties - current |
Yes | 28,635 | 13,564 | 13,564 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 24 | Tianjin Buynow Electronic Information Co., Ltd. |
Buynow (Xian) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 56,839 | 56,839 | 56,839 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 24 | Tianjin Buynow Electronic Information Co., Ltd. |
Qingdao Buynow Technology Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 191,443 | 191,443 | 191,443 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 24 | Tianjin Buynow Electronic Information Co., Ltd. |
Zibo Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 137,980 | 137,980 | 137,980 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 24 | Tianjin Buynow Electronic Information Co., Ltd. |
Shantou Buynow Mall Co., Ltd. |
Other receivables - related parties - current |
Yes | 43,060 | - | - | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 24 | Tianjin Buynow Electronic Information Co., Ltd. |
Anshan Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 60,413 | 44,050 | 44,050 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 24 | Tianjin Buynow Electronic Information Co., Ltd. |
Dezhou Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 71,479 | - | - | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 24 | Tianjin Buynow Electronic Information Co., Ltd. |
Luoyang Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 144,637 | 55,934 | 55,934 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 24 | Tianjin Buynow Electronic Information Co., Ltd. |
Buynow (Jinzhou) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 117,983 | 102,051 | 102,051 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 25 | Zibo Buynow Electronic Information Co., Ltd. |
Buynow (Nanchang) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 12,918 | - | - | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
299
| NO. (Note 1) |
Creditor | Borrower | General ledger account (Note 2) |
Is a related party |
Maximum outstanding balance during year ended December 31, 2020 (Note 3) |
Balance at December 31, 2020 (Note 8) |
Actual amount drawn down |
Interest rate | Nature of loan (Note 4) |
Amount of transactions with the borrower (Note 5) |
Reason for short-term financing (Note 6) |
Allowance for doubtful account |
Collateral | Collateral | Limit on loans granted to a single party (Note 7) |
Ceiling on total loans granted (Note 7) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 26 | Buynow (Yancheng) Electronic Information Technology Development Co.,Ltd. |
Beijing Kaiye Electronic Technology Co., Ltd. |
Other receivables - related parties - current |
Yes | 21,530 $ |
21,530 $ |
21,530 $ |
0.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 $ |
39,879,138 $ |
Note 8 |
| 26 | Buynow (Yancheng) Electronic Information Technology Development Co.,Ltd. |
Daqing Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 30,142 | 30,142 | 30,142 | 0.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 26 | Buynow (Yancheng) Electronic Information Technology Development Co.,Ltd. |
Shantou Buynow Mall Co., Ltd. |
Other receivables - related parties - current |
Yes | 479,469 | 479,469 | 479,469 | 0.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 26 | Buynow (Yancheng) Electronic Information Technology Development Co.,Ltd. |
Dezhou Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 124,873 | 124,873 | 124,873 | 0.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 26 | Buynow (Yancheng) Electronic Information Technology Development Co.,Ltd. |
Luoyang Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 24,329 | 24,329 | 24,329 | 0.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 27 | Beijing Clevo Investment Management Consultant Co., Ltd. |
Buynow (Nanchang) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 27,128 | - | - | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 27 | Beijing Clevo Investment Management Consultant Co., Ltd. |
Qingdao Buynow Technology Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 230,800 | 208,839 | 208,839 | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 27 | Beijing Clevo Investment Management Consultant Co., Ltd. |
Buynow Electronic Information (Hui zhou) Co., Ltd |
Other receivables - related parties - current |
Yes | 291,514 | 291,514 | 291,514 | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 27 | Beijing Clevo Investment Management Consultant Co., Ltd. |
Taizhou Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 76,388 | - | - | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 27 | Beijing Clevo Investment Management Consultant Co., Ltd. |
Luoyang Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 51,672 | - | - | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 28 | Guangdong Buynow Real Estate Management Co., Ltd. |
Shanghai Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 380,174 | 371,562 | 371,562 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 28 | Guangdong Buynow Real Estate Management Co., Ltd. |
Buynow (Nanchang) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 374,619 | 89,779 | 89,779 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 28 | Guangdong Buynow Real Estate Management Co., Ltd. |
Buynow (Guangzhou) Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 59,422 | 59,422 | 59,422 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
300
| NO. (Note 1) |
Creditor | Borrower | General ledger account (Note 2) |
Is a related party |
Maximum outstanding balance during year ended December 31, 2020 (Note 3) |
Balance at December 31, 2020 (Note 8) |
Actual amount drawn down |
Interest rate | Nature of loan (Note 4) |
Amount of transactions with the borrower (Note 5) |
Reason for short-term financing (Note 6) |
Allowance for doubtful account |
Collateral | Collateral | Limit on loans granted to a single party (Note 7) |
Ceiling on total loans granted (Note 7) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 28 | Guangdong Buynow Real Estate Management Co., Ltd. |
Qingdao Buynow Technology Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 137,619 $ |
131,160 $ |
131,160 $ |
4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 $ |
39,879,138 $ |
Note 8 |
| 28 | Guangdong Buynow Real Estate Management Co., Ltd. |
Buynow (Harbin) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 53,394 | 53,394 | 53,394 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 28 | Guangdong Buynow Real Estate Management Co., Ltd. |
Beijing Kaiye Electronic Technology Co., Ltd. |
Other receivables - related parties - current |
Yes | 7,320 | - | - | 0.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 28 | Guangdong Buynow Real Estate Management Co., Ltd. |
Daqing Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 123,237 | 70,919 | 70,919 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 28 | Guangdong Buynow Real Estate Management Co., Ltd. |
Buynow Electronic Information (Hui zhou) Co., Ltd |
Other receivables - related parties - current |
Yes | 188,601 | 3,014 | 3,014 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 28 | Guangdong Buynow Real Estate Management Co., Ltd. |
Shantou Buynow Mall Co., Ltd. |
Other receivables - related parties - current |
Yes | 146,403 | - | - | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 28 | Guangdong Buynow Real Estate Management Co., Ltd. |
Anshan Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 24,975 | 24,975 | 24,975 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 28 | Guangdong Buynow Real Estate Management Co., Ltd. |
Guiyang Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 267,400 | 252,330 | 252,330 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 28 | Guangdong Buynow Real Estate Management Co., Ltd. |
Suzhou Jinzuo Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 276,271 | 241,823 | 241,823 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 28 | Guangdong Buynow Real Estate Management Co., Ltd. |
Dezhou Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 90,425 | 10,765 | 10,765 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 28 | Guangdong Buynow Real Estate Management Co., Ltd. |
Luoyang Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 198,290 | 110,663 | 110,663 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 28 | Guangdong Buynow Real Estate Management Co., Ltd. |
Buynow (Jinzhou) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 356,103 | 356,103 | 356,103 | 4.35% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 29 | Shantou Buynow Mall Co., Ltd. |
Buynow (Nanchang) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 277,735 | - | - | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
301
| NO. (Note 1) |
Creditor | Borrower | General ledger account (Note 2) |
Is a related party |
Maximum outstanding balance during year ended December 31, 2020 (Note 3) |
Balance at December 31, 2020 (Note 8) |
Actual amount drawn down |
Interest rate | Nature of loan (Note 4) |
Amount of transactions with the borrower (Note 5) |
Reason for short-term financing (Note 6) |
Allowance for doubtful account |
Collateral | Collateral | Limit on loans granted to a single party (Note 7) |
Ceiling on total loans granted (Note 7) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 29 | Shantou Buynow Mall Co., Ltd. |
Buynow (Chongqing) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 45,213 $ |
- $ |
- $ |
5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 $ |
39,879,138 $ |
Note 8 |
| 29 | Shantou Buynow Mall Co., Ltd. |
Shanghai Buynow Electronic Products Market Management Co.,Ltd. |
Other receivables - related parties - current |
Yes | 19,377 | - | - | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 29 | Shantou Buynow Mall Co., Ltd. |
Daqing Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 646 | - | - | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 29 | Shantou Buynow Mall Co., Ltd. |
Guangdong Buynow Real Estate Management Co., Ltd. |
Other receivables - related parties - current |
Yes | 129,179 | 129,179 | 129,179 | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 29 | Shantou Buynow Mall Co., Ltd. |
Clevo (China) Investment Co., Ltd. |
Other receivables - related parties - current |
Yes | 135,638 | 88,272 | 88,272 | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 29 | Shantou Buynow Mall Co., Ltd. |
Anshan Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 338,707 | 338,707 | 338,707 | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 29 | Shantou Buynow Mall Co., Ltd. |
Taizhou Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 103,343 | 102,051 | 102,051 | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 29 | Shantou Buynow Mall Co., Ltd. |
Dezhou Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 430,597 | 430,597 | 430,597 | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 29 | Shantou Buynow Mall Co., Ltd. |
Luoyang Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 304,216 | - | - | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 29 | Shantou Buynow Mall Co., Ltd. |
Quality Trust Property Management Co, Ltd. |
Other receivables - related parties - current |
Yes | 1,292 | - | - | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 30 | Clevo (China) Investment Co., Ltd. |
Buynow (Xian) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 172,239 | - | - | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 30 | Clevo (China) Investment Co., Ltd. |
Buynow (Chongqing) Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 294,959 | - | - | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 30 | Clevo (China) Investment Co., Ltd. |
Shanghai Buynow Online Information Technology Co., Ltd. |
Other receivables - related parties - current |
Yes | 11,196 | 11,196 | 11,196 | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
302
| NO. (Note 1) |
Creditor | Borrower | General ledger account (Note 2) |
Is a related party |
Maximum outstanding balance during year ended December 31, 2020 (Note 3) |
Balance at December 31, 2020 (Note 8) |
Actual amount drawn down |
Interest rate | Nature of loan (Note 4) |
Amount of transactions with the borrower (Note 5) |
Reason for short-term financing (Note 6) |
Allowance for doubtful account |
Collateral | Collateral | Limit on loans granted to a single party (Note 7) |
Ceiling on total loans granted (Note 7) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 30 | Clevo (China) Investment Co., Ltd. |
Buynow Electronic Information (Hui zhou) Co., Ltd |
Other receivables - related parties - current |
Yes | 109,802 $ |
73,201 $ |
73,201 $ |
5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 $ |
39,879,138 $ |
Note 8 |
| 31 | BUYNOW (TAIZHOU) CORPORATION |
Taizhou Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 182,624 | - | - | 3.50% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 32 | Taizhou Buynow Electronic Information Co., Ltd. |
Shanghai Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 75,785 | - | - | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 33 | Dezhou Buynow Electronic Information Co., Ltd. |
Quanzhou Buynow Industry Co., Ltd. |
Other receivables - related parties - current |
Yes | 21,874 | - | - | 5.00% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
| 34 | Kunshan Kaishuo Trading Co., Ltd. |
Shanghai Buynow Electronic Information Co., Ltd. |
Other receivables - related parties - current |
Yes | 99,468 | 88,186 | 88,186 | 3.50% | 2 | - | Additional operating capital |
- | - | - | 15,951,655 | 39,879,138 | Note 8 |
-
Note 1: The numbers filled in for the loans provided by the Company or subsidiaries are as follows:
-
(1) The Company is ‘0’.
-
(2) The subsidiaries are numbered in order starting from ‘1’.
-
Note 2: Fill in the name of account in which the loans are recognised, such as receivables–related parties, current account with stockholders, prepayments, temporary payments, etc.
Note 3: Fill in the maximum outstanding balance of loans to others during year ended December 31, 2020.
Note 4: The nature of loans :
-
(1) Related to business transactions is"1".
-
(2) short-term financing is "2".
-
Note 5: In accourdance with the Article 4 of the Company's "Procedured for Provision of Loans" the liait on the loans to a party with business transactions is lower than the amount occurred between the creditor and borrower in the current year when nature of the loan is related to business transactions.
Note 6: Fill in purpose of loan when nature of loan is for short-term financing, for example, repayment of loan, acquisition of equipment, working capital, etc.
Note 7: According to the Company’s “Procedures for Provision of Loans”
-
(1) The ceiling on loans granted by the Company to other shall not be more than 40% of the Company's net asstes.
-
(2) The limit on loans granted by the Company to a single party shall not be more than 30% of the Company's net assets.
Note 8:According to the Subsidiaries' “Procedures for Provision of Loans”
-
(1) The limit on loans granted by a subsidiary to a single party in which the Company directly and indirectly holds 100% of the voting shares shall not be more than 40% of the Company's net assets.
-
(2) The ceiling on loans to others in which the Company directly and indirectly holds 100% of the voting shares shall not be more than 100% of the Company's net assets.
-
(3) The ceiling on loans to others in which the Company directly and indirectly holds 100% of the voting shares limit to other single party is 40% of the subsidiary's net assets.
-
Note 9: The amounts of funds to be loaned to others which have been approved by the board of directors of a public company in accordance with Article 14, Item 1 of the "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies" should be included in its published balance of loans to others at the end of the reporting period to reveal the risk of loaning the public
-
company bears, even though they have not yet been appropriated. However, this balance should exclude the loans repaid when repayments are done subsequently to reflect the risk adjustment. In addition, if the board of directors of a public company has authorized the chairman to loan funds in instalments or in revolving within certain lines and within one year in accordance with Article 14, Item 2 of the
-
“Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies”, the published balance of loans to others at the end of the reporting period should also include these
lines of loaning approved by the board of directors, and these lines of loaning should not be excluded from this balance even though the loans are repaid subsequently, for taking into consideration they could be loaned again thereafter.
303
Table 2
CLEVO CO. and Subsidiaries
Provision of endorsements and guarantees to others Year ended December 31, 2020
Expressed in thousands of NTD (Except as otherwise indicated)
Number(Note 1) |
Endorser/ guarantor |
Party being endorsed/guaranteed |
Party being endorsed/guaranteed |
Limit on endorsements/ guarantees provided for a single party (Note 3) |
Maximum outstanding endorsement/ guarantee amount as of December 31, 2020 (Note 4) |
Outstanding endorsement/ guarantee amount at December 31, 2020 (Note 5) |
Actual amount drawn down (Note 6) |
Amount of endorsements/ guarantees secured with collateral |
Ratio of accumulated endorsement/ guarantee amount to net asset value of the endorser/guarantor company |
Ceiling on total amount of endorsements/ guarantees provided (Note 3) |
Provision of endorsements/ guarantees by parent company to subsidiary (Note 7) |
Provision of endorsements/ guarantees by subsidiary to parent company (Note 7) |
Provision of endorsements/ guarantees to the party in Mainland China (Note 7) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company name | Relationship with the endorser/ guarantor (Note 2) |
|||||||||||||
| 0 | The Company | Shantou Buynow Mall Co., Ltd. |
3 | 39,879,138 $ |
79,758,276 $ |
- $ |
- $ |
- $ |
- | 79,758,276 $ |
Y | N | Y | |
| 0 | The Company | Anshan Buynow Electronic Information Co., Ltd. |
3 | 39,879,138 | 79,758,276 | - | - | - | - | 79,758,276 | Y | N | Y | |
| 0 | The Company | Dezhou Buynow Electronic Information Co., Ltd. |
3 | 39,879,138 | 79,758,276 | - | - | - | - | 79,758,276 | Y | N | Y | |
| 0 | The Company | Buynow Electronic Information (Hangzhou) Co., Ltd. |
3 | 39,879,138 | 79,758,276 | - | - | - | - | 79,758,276 | Y | N | Y | |
| 0 | The Company | Taizhou Buynow Electronic Information Co., Ltd. |
3 | 39,879,138 | 79,758,276 | - | - | - | - | 79,758,276 | Y | N | Y | |
| 1 | Changsha Hungyu Business Management Co., Ltd. |
Shanghai Buynow Electronic Information Co., Ltd. |
3 | 39,879,138 | 79,758,276 | - | - | - | - | 79,758,276 | N | N | Y | |
| 1 | Changsha Hungyu Business Management Co., Ltd. |
Luoyang Buynow Electronic Information Co., Ltd. |
3 | 39,879,138 | 79,758,276 | 759,578 | 759,578 | 759,578 | 1.90 | 79,758,276 | N | N | Y | |
| 2 | Buynow Electronic Information (Hangzhou) Co., Ltd. |
Zibo Buynow Electronic Information Co., Ltd. |
3 | 39,879,138 | 79,758,276 | - | - | - | - | 79,758,276 | N | N | Y | |
| 2 | Buynow Electronic Information (Hangzhou) Co., Ltd. |
Buynow (Xian) Industry Co., Ltd. |
3 | 39,879,138 | 79,758,276 | 172,240 | 172,240 | - | 0.43 | 79,758,276 | N | N | Y |
304
Number(Note 1) |
Endorser/ guarantor |
Party being endorsed/guaranteed |
Party being endorsed/guaranteed |
Limit on endorsements/ guarantees provided for a single party (Note 3) |
Maximum outstanding endorsement/ guarantee amount as of December 31, 2020 (Note 4) |
Outstanding endorsement/ guarantee amount at December 31, 2020 (Note 5) |
Actual amount drawn down (Note 6) |
Amount of endorsements/ guarantees secured with collateral |
Ratio of accumulated endorsement/ guarantee amount to net asset value of the endorser/guarantor company |
Ceiling on total amount of endorsements/ guarantees provided (Note 3) |
Provision of endorsements/ guarantees by parent company to subsidiary (Note 7) |
Provision of endorsements/ guarantees by subsidiary to parent company (Note 7) |
Provision of endorsements/ guarantees to the party in Mainland China (Note 7) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company name | Relationship with the endorser/ guarantor (Note 2) |
|||||||||||||
| 2 | Buynow Electronic Information (Hangzhou) Co., Ltd. |
Buynow (Chongqing) Industry Co., Ltd. |
3 | 39,879,138 $ |
79,758,276 $ |
340,174 $ |
340,174 $ |
- $ |
0.85 | 79,758,276 $ |
N | N | Y | |
| 2 | Buynow Electronic Information (Hangzhou) Co., Ltd. |
Guangdong Buynow Real Estate Management Co., Ltd. |
3 | 39,879,138 | 79,758,276 | 129,180 | 13,779 | 129,180 | 0.32 | 79,758,276 | N | N | Y | |
| 3 | Buynow (Chengdu) Electronic Information Co., Ltd. |
Shantou Buynow Mall Co., Ltd. |
3 | 39,879,138 | 79,758,276 | - | - | - | - | 79,758,276 | N | N | Y | |
| 3 | Buynow (Chengdu) Electronic Information Co., Ltd. |
Buynow (Chongqing) Industry Co., Ltd. |
3 | 39,879,138 | 79,758,276 | - | - | - | - | 79,758,276 | N | N | Y | |
| 3 | Buynow (Chengdu) Electronic Information Co., Ltd. |
Buynow (Xian) Industry Co., Ltd. |
3 | 39,879,138 | 79,758,276 | - | - | - | - | 79,758,276 | N | N | Y | |
| 4 | Buynow (Nanjing) Facility Leasing And Management Co., Ltd. |
Buynow (Xian) Industry Co., Ltd. |
3 | 39,879,138 | 79,758,276 | 1,076,500 | 17,435 | 1,076,500 | 2.70 | 79,758,276 | N | N | Y | |
| 5 | Buynow (Zhengzhou) Electronic Information Co., Ltd. |
Dezhou Buynow Electronic Information Co., Ltd. |
3 | 39,879,138 | 79,758,276 | 1,550,160 | 1,442,510 | 1,550,160 | 3.89 | 79,758,276 | N | N | Y | |
| 5 | Buynow (Zhengzhou) Electronic Information Co., Ltd. |
Luoyang Buynow Electronic Information Co., Ltd. |
3 | 39,879,138 | 79,758,276 | 759,578 | 759,578 | - | 1.90 | 79,758,276 | N | N | Y | |
| 6 | Buynow Electronic Information (Shenyang) Co., Ltd. |
Anshan Buynow Electronic Information Co., Ltd. |
3 | 39,879,138 | 79,758,276 | 1,076,500 | 1,022,675 | 1,076,500 | 2.70 | 79,758,276 | N | N | Y | |
| 7 | Buynow (Fujian) Electronic Technology Development Co., Ltd. |
Quanzhou Buynow Industry Co., Ltd. |
3 | 39,879,138 | 79,758,276 | 258,360 | 241,136 | - | 0.65 | 79,758,276 | N | N | Y |
305
Number(Note 1) |
Endorser/ guarantor |
Party being endorsed/guaranteed |
Party being endorsed/guaranteed |
Limit on endorsements/ guarantees provided for a single party (Note 3) |
Maximum outstanding endorsement/ guarantee amount as of December 31, 2020 (Note 4) |
Outstanding endorsement/ guarantee amount at December 31, 2020 (Note 5) |
Actual amount drawn down (Note 6) |
Amount of endorsements/ guarantees secured with collateral |
Ratio of accumulated endorsement/ guarantee amount to net asset value of the endorser/guarantor company |
Ceiling on total amount of endorsements/ guarantees provided (Note 3) |
Provision of endorsements/ guarantees by parent company to subsidiary (Note 7) |
Provision of endorsements/ guarantees by subsidiary to parent company (Note 7) |
Provision of endorsements/ guarantees to the party in Mainland China (Note 7) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company name | Relationship with the endorser/ guarantor (Note 2) |
|||||||||||||
| 8 | Buynow (Xian) Industry Co., Ltd. |
Qingdao Buynow Technology Industry Co., Ltd. |
3 | 39,879,138 $ |
79,758,276 $ |
688,960 $ |
300,128 $ |
- $ |
1.73 | 79,758,276 $ |
N | N | Y | |
| 9 | Buynow (Changchun) Industry Co., Ltd. |
Luoyang Buynow Electronic Information Co., Ltd. |
3 | 39,879,138 | 79,758,276 | - | - | - | - | 79,758,276 | N | N | Y | |
| 10 | Buynow (Wuxi) Electronic Technology Development Co., Ltd. |
Shanghai Buynow Computer Market Management Co., Ltd. |
3 | 39,879,138 | 79,758,276 | - | - | - | - | 79,758,276 | N | N | Y | |
| 10 | Buynow (Wuxi) Electronic Technology Development Co., Ltd. |
Guangdong Buynow Real Estate Management Co., Ltd. |
3 | 39,879,138 | 79,758,276 | 215,300 | 193,770 | 215,300 | 0.54 | 79,758,276 | N | N | Y | |
| 10 | Buynow (Wuxi) Electronic Technology Development Co., Ltd. |
Buynow Electronic Information (Hangzhou) Co., Ltd. |
3 | 39,879,138 | 79,758,276 | 129,180 | 108,511 | 129,180 | 0.32 | 79,758,276 | N | N | Y | |
| 10 | Buynow (Wuxi) Electronic Technology Development Co., Ltd. |
Buynow (Zhengzhou) Electronic Information Co., ~~Ltd~~ |
3 | 39,879,138 | 79,758,276 | 129,180 | - | 129,180 | 0.32 | 79,758,276 | N | N | Y | |
| 10 | Buynow (Wuxi) Electronic Technology Development Co., Ltd. |
~~.~~ Tianjin Buynow Electronic Information Co., Ltd. |
3 | 39,879,138 | 79,758,276 | 51,672 | 4,478 | 51,672 | 0.13 | 79,758,276 | N | N | Y | |
| 11 | Kalor Buynow (Heifei) Electronic Information Co., Ltd. |
Kapok Computer (Kunshan) Co., Ltd. |
3 | 39,879,138 | 79,758,276 | 837,577 | 713,633 | 837,577 | 2.10 | 79,758,276 | N | N | Y | |
| 11 | Kalor Buynow (Heifei) Electronic Information Co., Ltd. |
Qingdao Buynow Technology Industry Co., Ltd. |
3 | 39,879,138 | 79,758,276 | 420,696 | 300,128 | - | 1.05 | 79,758,276 | N | N | Y | |
| 12 | Buynow (Chongqing) Industry Co., Ltd. |
Buynow (Xian) Industry Co., Ltd. |
3 | 39,879,138 | 79,758,276 | 172,240 | 172,240 | 172,240 | 0.43 | 79,758,276 | N | N | Y |
306
Number(Note 1) |
Endorser/ guarantor |
Party being endorsed/guaranteed |
Party being endorsed/guaranteed |
Limit on endorsements/ guarantees provided for a single party (Note 3) |
Maximum outstanding endorsement/ guarantee amount as of December 31, 2020 (Note 4) |
Outstanding endorsement/ guarantee amount at December 31, 2020 (Note 5) |
Actual amount drawn down (Note 6) |
Amount of endorsements/ guarantees secured with collateral |
Ratio of accumulated endorsement/ guarantee amount to net asset value of the endorser/guarantor company |
Ceiling on total amount of endorsements/ guarantees provided (Note 3) |
Provision of endorsements/ guarantees by parent company to subsidiary (Note 7) |
Provision of endorsements/ guarantees by subsidiary to parent company (Note 7) |
Provision of endorsements/ guarantees to the party in Mainland China (Note 7) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company name | Relationship with the endorser/ guarantor (Note 2) |
|||||||||||||
| 13 | Guangdong Buynow Real Estate Management Co., Ltd. |
The Company | 3 | 39,879,138 $ |
79,758,276 $ |
1,300,000 $ |
- $ |
- $ |
3.26 | 79,758,276 $ |
N | Y | N | |
| 14 | Guangdong Buynow Real Estate Management Co., Ltd. |
Kapok Computer (Kunshan) Co., Ltd. |
3 | 39,879,138 | 79,758,276 | 1,404,800 | - | 1,404,800 | 3.52 | 79,758,276 | N | N | Y | |
| 15 | Taizhou Buynow Electronic Information Co., Ltd. |
Buynow (Jinzhou) Industry Co., Ltd. |
3 | 39,879,138 | 79,758,276 | 516,720 | 439,212 | 516,720 | 1.30 | 79,758,276 | N | N | Y |
-
Note 1: The numbers filled in for the endorsements/guarantees provided by the Company or subsidiaries are as follows:
-
(1) The Company is ‘0’.
-
(2) The subsidiaries are numbered in order starting from ‘1’.
-
Note 2: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following seven categories; fill in the number of category each case belongs to: (1) Having business relationship.
-
(2) The endorser/guarantor parent company owns directly and indirectly more than 50% voting shares of the endorsed/guaranteed subsidiary.
-
(3) The endorsed/guaranteed company owns directly and indirectly more than 50% voting shares of the endorser/guarantor company.
-
(4) The endorser/guarantor parent company owns directly and indirectly more than 50% voting shares of the endorsed/guaranteed company.
-
(5) Mutual guarantee of the trade made by the endorsed/guaranteed company or joint contractor as required under the construction contract.
-
(6) Due to joint venture, all shareholders provide endorsements/guarantees to the endorsed/guaranteed company in proportion to its ownership.
-
Note 3: In accordance with Company's procedures of endorsements and guarantees, limit on the Company's total guarantee amount is 200% of the Company's net assets, and the limit on endorsement/guarantee to a single party is 100% of the aforementioned total amount. The limit on total guarantee amount and the endorsement/guarantee to a single party of the subsidiaries owned directly or indirectly 100% voting shares by the Company are both 200% of the Company's net assets. The limit on total guarantee amount and the endorsement/guarantee to a single party of the subsidiaries owned directly or indirectly 100% voting shares by the Company are both 200% of the Company's net assets.
-
Note 4: Fill in the year-to-date maximum outstanding balance of endorsements/guarantees provided as of the reporting period.
-
Note 5: Fill in the amount approved by the Board of Directors or the chariman if the chairman has been authorised by the Board of Directors based on subparagraph 8, Article 12 of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies.
-
Note 6: Fill in the actual amount of endorsements/guarantees used by the endorsed/guaranteed company.
-
Note 7: Fill in ‘Y’ for those cases of provision of endorsements/guarantees by listed parent company to subsidiary and provision by subsidiary to listed parent company, and provision to the party in Mainland China.
-
Note 8: The limit on the Company and the subsidiaries' total endorsement/guarantee amount is 300% of the Company's net assets.
-
Note 9: The limit on endorsement/guarantee to a single party of the Company and the subsidiaries is 100% of the Company's net assets.
-
Note 10: When the total guarantee amount of the Company and the subsidiaries reached 50% of the Company's net assets, it is necessary to explain the necessity and reasonableness at the shareholders' meeting.
-
Note 11: In accordance with Article 5 of the Company's procedures of endorsements and guarantees, due to the endorsement of the business relationship, the limit on endorsement/guarantee to a single party due to business relationship shall not exceed the limit mentioned in Note 3 and the actual sales amount between of the single enterprise and the guarantee company within the last year.
307
Expressed in thousands of NTD (Except as otherwise indicated)
CLEVO CO. and Subsidiaries Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures) December 31, 2020
Table 3
| Securities held by | Marketable securities(Note 1) |
Relationship with the securities issuer (Note 2) |
General ledger account | As of December 31,2020 | As of December 31,2020 | As of December 31,2020 | As of December 31,2020 | Footnote(Note 4) |
|---|---|---|---|---|---|---|---|---|
| Number of shares |
Book value(Note 3) |
Ownership | Fair value | |||||
| Stocks | ||||||||
| The Company | AU Optronics Corp. | - | Current financial assets measured at fair value through profit or loss |
1,092,989 | 15,302 $ |
0.01% | 15,302 $ |
- |
| The Company | Chicony Electronics Co., Ltd. | Same chairman as the Company |
Current financial assets measured at fair value through profit or loss |
4,697,000 | 404,881 | 0.64% | 404,881 | - |
| The Company | Innolux Corporation | - | Current financial assets measured at fair value through profit or loss |
51,219 | 722 | 0.00% | 722 | - |
| The Company | Net Publishing Co., Ltd. | - | Current financial assets measured at fair value through profit or loss |
223,000 | 11,931 | 0.53% | 11,931 | - |
| The Company | Taiwan Business Bank, Ltd. | - | Current financial assets measured at fair value through profit or loss |
7,955,827 | 77,410 | 0.11% | 77,410 | - |
| The Company | Boe Technology Group Co., Ltd. | - | Current financial assets measured at fair value through profit or loss |
200,000 | 5,167 | 0.00% | 5,167 | - |
| The Company | Zhen Ding Technology Holding Limited | - | Current financial assets measured at fair value through profit or loss |
210,000 | 23,940 | 0.03% | 23,940 | - |
| The Company | TRIPOD TECHNOLOGY CORPORATION |
- | Current financial assets measured at fair value through profit or loss |
210,000 | 24,885 | 0.04% | 24,885 | - |
| The Company | Foxconn Industrial Internet Co.,ltd. | - | Current financial assets measured at fair value through profit or loss |
1,480,000 | 87,245 | 0.05% | 87,245 | - |
| Beneficiarycertificate | ||||||||
| The Company | Greater China Multi-Strategy Fund | - | Current financial assets measured at fair value through profit or loss |
78,788 | 298,537 | 0.00% | 298,537 | - |
| Stocks | ||||||||
| Kapok Computer Co., Ltd. | Chicony Electronics Co., Ltd. | Same chairman as the Company |
Current financial assets measured at fair value through profit or loss |
40,862 | 3,522 | 0.01% | 3,522 | - |
| Kapok Computer Co., Ltd. | The Company | The Company | Non-current financial assets measured at fair value through other comprehensive income |
16,966,596 | 510,695 | 2.53% | 510,695 | - |
| Beneficiarycertificate | ||||||||
| Kapok Computer Co., Ltd. | Reliance TAROBO Robotics Quantitative Chinese Fund |
- | Current financial assets measured at fair value through profit or loss |
2,237,387 | 37,080 | 0.00% | 37,080 | - |
| Kapok Computer Co., Ltd. | Taishin Global Selective High Yield Total Return Bond Fund |
- | Current financial assets measured at fair value through profit or loss |
1,500,000 | 15,275 | 0.00% | 15,275 | - |
| Stocks | ||||||||
| Clevo Investment Co., Ltd. | Chicony Electronics Co., Ltd. | Same chairman as the Company |
Current financial assets measured at fair value through profit or loss |
162,072 | 13,971 | 0.02% | 13,971 | - |
| Clevo Investment Co., Ltd. | The Company | The Company | Non-current financial assets measured at fair value through other comprehensive income |
10,080,669 | 303,428 | 1.51% | 303,428 | - |
308
| Securities held by | Marketable securities(Note 1) |
Relationship with the securities issuer (Note 2) |
General ledger account | As of December 31,2020 | As of December 31,2020 | As of December 31,2020 | As of December 31,2020 | Footnote(Note 4) |
|---|---|---|---|---|---|---|---|---|
| Number of shares |
Book value(Note 3) |
Ownership | Fair value | |||||
| Beneficiarycertificate | ||||||||
| Clevo Investment Co., Ltd. | Shin Kong Global Preferred Stock Income Fund |
- | Current financial assets measured at fair value through profit or loss |
1,000,000 | 10,210 $ |
0.00% | 10,210 $ |
- |
| Clevo Investment Co., Ltd. | Yuanta Taiwan High-yield Leading Company Fund |
- | Current financial assets measured at fair value through profit or loss |
1,000,000 | 12,590 | 0.00% | 12,590 | - |
| Clevo Investment Co., Ltd. | Reliance TAROBO Robotics Quantitative Chinese Fund |
- | Current financial assets measured at fair value through profit or loss |
1,491,591 | 24,720 | 0.00% | 24,720 | - |
| Clevo Investment Co., Ltd. | Amundi TW - US Dollar Core Fixed Income Fund |
- | Current financial assets measured at fair value through profit or loss |
1,000,000 | 10,270 | 0.00% | 10,270 | - |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
UG Hidden Dragon Special Opportunity Fund |
- | Current financial assets measured at fair value through profit or loss |
266,378 | 522,460 | 0.00% | 522,460 | - |
-
Note 1: Marketable securities in the table refer to stocks, bonds, beneficiary certificates and other related derivative securities.
-
Note 2: Leave the column blank if the issuer of marketable securities is non-related party.
-
Note 3: Fill in the amount after adjusted at fair value and deducted by accumulated impairment for the marketable securities measured at fair value; fill in the acquisition cost or amortised cost deducted by accumulated impairment for the marketable securities not measured at fair value.
-
Note 4: The number of shares of securities and their amounts pledged as security or pledged for loans and their restrictions on use under some agreements should be stated in the footnote if the securities presented herein have such conditions.
309
CLEVO CO. and Subsidiaries Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more Year ended December 31, 2020
Table 4
Expressed in thousands of NTD (Except as otherwise indicated)
| Real estate acquired by |
Real estate acquired | Date of the event | Transaction amount |
Status of payment |
Counterparty | Relationship with the counterparty |
If the counterparty is a related party, information as to the last transaction of the real estate is disclosed below: |
If the counterparty is a related party, information as to the last transaction of the real estate is disclosed below: |
If the counterparty is a related party, information as to the last transaction of the real estate is disclosed below: |
If the counterparty is a related party, information as to the last transaction of the real estate is disclosed below: |
Basis or reference used in setting the price |
Reason for acquisition of real estate and status of the real estate |
Other commitments |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Original owner who sold the real estate to the counterparty |
Relationship between the original owner and the acquirer |
Date of the original transaction |
Amount | ||||||||||
| Buynow (Xian) Industry Co., Ltd. |
Construction in Progress, Prepayments and Land Use Right |
2005~ Fourth Quarter of 2020 |
$ 1,083,059 | $ 705,029 | Xi'an Xinxiaozhai Old Village Reconstruction and Construction Development Co., Ltd. etc. |
- | - | - | - | - $ |
Mutual agreement |
Department store; under construction |
- |
| Yingkou Buynow Electronic Information Co., Ltd. |
Construction in Progress and Land Use Right |
Second Quarter of 2011~ Fourth Quarter of 2020 |
740,457 | 716,967 | Bureau of Land and Resources of Yingkou City etc. |
- | - | - | - | - | Mutual agreement |
Department store; under construction |
- |
| Anshan Buynow Electronic Information Co., Ltd. |
Buildings and Land Held for Sale, Construction in Progress and Land Use Right |
Second Quarter of 2011~ Fourth Quarter of 2020 |
3,051,018 | 2,891,902 | Bureau of Land and Resources of Anshan City etc. |
- | - | - | - | - | Mutual agreement |
Department store; under construction |
- |
| Guiyang Buynow Electronic Information Co., Ltd. |
Construction in Progress and Land Use Right |
Fourth Quarter of 2011~ Fourth Quarter of 2020 |
1,423,669 | 1,366,609 | Guiyang Municipal Bureau of Land and Resources etc. |
- | - | - | - | - | Mutual agreement |
Department store; under construction |
- |
| Buynow (Jinzhou) Industry Co., Ltd. |
Buildings and Land Held for Sale, Construction in Progress and Land Use Right |
Second Quarter of 2013~ Fourth Quarter of 2020 |
1,733,142 | 1,715,294 | Jinzhou Municipal Bureau of Land and Resources etc. |
- | - | - | - | - | Mutual agreement |
Department store; under construction |
- |
Note 1: The appraisal result should be presented in the 'Basis or reference used in setting the price' column if the real estate acquired should be appraised pursuant to the regulations.
Note 2: Paid-in capital referred to herein is the paid-in capital of parent company. In the case that shares were issued with no par value or a par value other than NT$10 per share, the 20 % of paid-in capital shall be replaced by 10% of equity attributable to owners of the parent in the calculation.
Note 3: Date of the event referred to herein is the date of contract signing date, date of payment, date of execution of a trading order, date of title transfer, date of board resolution, or other date that can confirm the counterparty and the monetary amount of the transaction, whichever is earlier.
310
Table 5
CLEVO CO. and Subsidiaries Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more Year ended December 31, 2020
Expressed in thousands of NTD (Except as otherwise indicated)
| Real estate disposed by |
Real estate | Transaction date or date of the event |
Date of acquisition |
Book value | Disposal amount |
Status of collection of proceeds |
Gain (loss) on disposal |
Counterparty | Relationship with the seller |
Reason for disposal |
Basis or reference used in setting the price |
Other commitments |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shantou Buynow Mall Co., Ltd. |
Property, plant and equipment (non-current asset held for sale) |
December 2020 | December 2018 | 3,725,081 $ |
3,875,368 $ |
$ 3,660,070 | - $ |
Chicony Industry (Wuhan) Co.,Ltd. |
Other related parties |
Active assets, create operating performance of group mall. |
Refer to the appraised amount and resolved by the Board of Directors |
Fulfill the rights and obligations based on the agreement mutually signed |
-
Note 1: The appraisal result should be presented in the ‘Basis or reference used in setting the price’ column if the real estate disposed of should be appraised pursuant to the regulations.
-
Note 2: Paid-in capital referred to herein is the paid-in capital of parent company. In the case that shares were issued with no par value or a par value other than NT$10 per share, the 20% of paid-in capital shall be replaced by 10% of equity attributable to owners of the parent in the calculation.
-
Note 3: Date of the event referred to herein is the date of contract signing, date of payment, date of execution of a trading order, date of title transfer, date of board resolution, or other date that can confirm the counterparty and the monetary amount of the transaction, whichever is earlier.
311
CLEVO CO. and Subsidiaries Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more Year ended December 31, 2020
Table 6
Expressed in thousands of NTD (Except as otherwise indicated)
| Purchaser/seller | Counterparty | Relationship with the counterparty |
Transaction | Transaction | Transaction | Transaction | Differences in transaction terms compared to third party transactions (Note 1) |
Differences in transaction terms compared to third party transactions (Note 1) |
Notes/accounts receivable (payable) |
Notes/accounts receivable (payable) |
Footnote (Note 2) |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases (sales) |
Amount | Percentage of total purchases (sales) |
Credit term | Unit price | Credit term | Balance | Percentage of total notes/accounts receivable (payable) |
||||
| The Company | Kapok Computer (Kunshan) Co., Ltd. |
The Company as the ultimate parent company |
Purchases | 11,118,333 $ |
57.80% | 30 days after monthly billings and offset between creditor's rights and debt obligation. Prepayment is allowed when there is a fund requirement. |
The selling price is reduced by 5%~15%. However, it can be adjusted according to market conditions. |
1~5 months for normal customers due to fund requirements. |
- $ |
- | - |
| The Company | Kapok Computer (Kunshan) Co., Ltd. |
The Company as the ultimate parent company |
Sales | 4,329,715) ( |
21.07% | 180 days | The goods are not sold to other customers, so the prices cannot be compared. |
1~2 months for normal customers due to fund requirements. |
1,440,203 | 41.10% | - |
| Kapok Computer (Kunshan) Co., Ltd. |
The Company | The Company as the ultimate parent company |
Sales | 11,118,333) ( |
99.99% | 30 Days After Monthly Billings |
It is the only customer, so the price cannot be compared. |
- | - | - | - |
| Kapok Computer (Kunshan) Co., Ltd. |
The Company | The Company as the ultimate parent company |
Purchases | 4,329,715 | 43.03% | 180 days | It is the only supplier, so the price cannot be compared. |
- | 1,440,203) ( |
46.12% | - |
Note 1: If terms of related-party transactions are different from third-party transactions, explain the differences and reasons in the ‘Unit price’ and ‘Credit term’ columns.
Note 2: In case related-party transaction terms involve advance receipts (prepayments) transactions, explain in the footnote the reasons, contractual provisions, related amounts, and differences in types of transactions compared to third-party transactions.
- Note 3: Paid-in capital referred to herein is the paid-in capital of parent company. In the case that shares were issued with no par value or a par value other than NT$10 per share, the 20 % of paid-in capital shall be replaced by 10% of equity attributable to owners of the parent in the calculation.
312
Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more Year ended December 31, 2020
CLEVO CO. and Subsidiaries
| Year ended December 31, 2020 | Year ended December 31, 2020 | Year ended December 31, 2020 | Year ended December 31, 2020 | Year ended December 31, 2020 | ||||
|---|---|---|---|---|---|---|---|---|
| Table 7 | Expressed in thousands of NTD (Except as otherwise indicated) |
|||||||
| Creditor | Counterparty | Relationship with the counterparty | Balance as at December 31, 2020 (Note 1) |
Turnover rate | Overdue receivables | Amount collected subsequent to the balance sheet date |
Allowance for doubtful accounts |
|
| Amount | Action taken | |||||||
| The Company | Kapok Computer (Kunshan) Co., Ltd. | The transaction object is a subsidiary of the company. |
1,440,203 $ |
3.22 | - $ |
Change into other receivables- related parties-current |
- $ |
- $ |
Note 1: Fill in separately the balances of accounts receivable-related parties, notes receiuabce and other receivables etc.
Note 2: Paid-in capital referred to herein is the paid-in capital of parent company. In the case that shares were issued with no par value or a par value other than NT$10 per share, the
20 % of paid-in capital shall be replaced by 10% of equity attributable to owners of the parent in the calculation.
313
CLEVO CO. and Subsidiaries Significant inter-company transactions during the reporting period Year ended December 31, 2020
Table 8
Expressed in thousands of NTD (Except as otherwise indicated)
| Table 8 | (Except as otherwise indicated) Expressed in thousands of NTD |
(Except as otherwise indicated) Expressed in thousands of NTD |
(Except as otherwise indicated) Expressed in thousands of NTD |
(Except as otherwise indicated) Expressed in thousands of NTD |
|||
|---|---|---|---|---|---|---|---|
| N0. (Note 1) |
Company name | Counterparty | Relationship (Note 2) |
Transaction | |||
| General ledger account | Amount | Transaction terms | Percentage of consolidated total operating revenues or total assets (Note 3) |
||||
| 0 | The Company | Kapok Computer (Kunshan) Co., Ltd. | 1 | Purchases | 11,118,333 $ |
The selling price is reduced by 5%~15%. However, it can be adjusted according to market conditions. The payment period is 30 days ofter monthly billings. |
54.94% |
| 0 | The Company | Kapok Computer (Kunshan) Co., Ltd. | 1 | Sales | 4,329,715 | It is the only customer, so the price cannot be compared. The payment period is 180 days. |
21.39% |
| 0 | The Company | Kapok Computer (Kunshan) Co., Ltd. | 1 | Accounts receivable- related parties |
1,440,203 | - | 1.53% |
| 1 | Buynow Electronic Information (Hangzhou) Co., Ltd. |
Changsha Hungyu Business Management Co., Ltd. |
3 | Other receivables - related parties - current |
121,213 | 0.05 | 0.13% |
| 1 | Buynow Electronic Information (Hangzhou) Co., Ltd. |
Shanghai Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
252,889 | 5.00% | 0.27% |
| 1 | Buynow Electronic Information (Hangzhou) Co., Ltd. |
Buynow (Harbin) Industry Co., Ltd. | 3 | Other receivables - related parties - current |
80,091 | 5.00% | 0.08% |
| 1 | Buynow Electronic Information (Hangzhou) Co., Ltd. |
Anshan Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
171,162 | 5.00% | 0.18% |
| 1 | Buynow Electronic Information (Hangzhou) Co., Ltd. |
Guiyang Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
131,763 | 5.00% | 0.14% |
| 2 | Buynow (Chengdu) Electronic Information Co., Ltd. |
Shanghai Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
346,200 | 4.35% | 0.37% |
| 2 | Buynow (Chengdu) Electronic Information Co., Ltd. |
Buynow (Fujian) Electronic Technology Development Co., Ltd. |
3 | Other receivables - related parties - current |
238,253 | 4.35% | 0.25% |
| 2 | Buynow (Chengdu) Electronic Information Co., Ltd. |
Zibo Buynow Electronic Information Co., Ltd. | 3 | Other receivables - related parties - current |
148,125 | 4.35% | 0.16% |
| 2 | Buynow (Chengdu) Electronic Information Co., Ltd. |
Buynow Electronic Information (Hui zhou) Co., Ltd |
3 | Other receivables - related parties - current |
129,523 | 4.35% | 0.14% |
| 2 | Buynow (Chengdu) Electronic Information Co., Ltd. |
Anshan Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
53,480 | 4.35% | 0.06% |
| 2 | Buynow (Chengdu) Electronic Information Co., Ltd. |
Guiyang Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
280,964 | 4.35% | 0.30% |
| 2 | Buynow (Chengdu) Electronic Information Co., Ltd. |
Shantou Buynow Mall Co., Ltd. | 3 | Receivables - related parties |
94,625 | - | 0.10% |
314
| N0. (Note 1) |
Company name | Counterparty | Relationship (Note 2) |
Transaction | Transaction | Transaction | Transaction |
|---|---|---|---|---|---|---|---|
| General ledger account | Amount | Transaction terms | Percentage of consolidated total operating revenues or total assets (Note 3) |
||||
| 2 | Buynow (Chengdu) Electronic Information Co., Ltd. |
Buynow (Fujian) Electronic Technology Development Co., Ltd. |
3 | Receivables - related parties |
55,354 $ |
- | 0.06% |
| 3 | Buynow (Nanjing) Facility Leasing And Management Co., Ltd. |
Buynow (Xian) Industry Co., Ltd. | 3 | Other receivables - related parties - current |
341,678 | 4.35% | 0.36% |
| 3 | Buynow (Nanjing) Facility Leasing And Management Co., Ltd. |
Buynow (Harbin) Industry Co., Ltd. | 3 | Other receivables - related parties - current |
174,176 | 4.35% | 0.18% |
| 3 | Buynow (Nanjing) Facility Leasing And Management Co., Ltd. |
Buynow (Harbin) Industry Co., Ltd. | 3 | Receivables - related parties |
53,520 | - | 0.06% |
| 4 | Kapok Computer (Kunshan) Co., Ltd. | Buynow Electronic Information (Hangzhou) Co., Ltd. |
3 | Other receivables - related parties - current |
128,748 | 4.50% | 0.14% |
| 4 | Kapok Computer (Kunshan) Co., Ltd. | Buynow (Nanchang) Industry Co., Ltd. | 3 | Other receivables - related parties - current |
318,426 | 4.50% | 0.34% |
| 4 | Kapok Computer (Kunshan) Co., Ltd. | Buynow(Guangzhou) Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
169,224 | 4.50% | 0.18% |
| 4 | Kapok Computer (Kunshan) Co., Ltd. | Buynow (Xian) Industry Co., Ltd. | 3 | Other receivables - related parties - current |
169,311 | 4.50% | 0.18% |
| 4 | Kapok Computer (Kunshan) Co., Ltd. | Buynow (Harbin) Industry Co., Ltd. | 3 | Other receivables - related parties - current |
639,737 | 4.50% | 0.68% |
| 4 | Kapok Computer (Kunshan) Co., Ltd. | Daqing Buynow Electronic Information Corporation |
3 | Other receivables - related parties - current |
96,454 | 4.50% | 0.10% |
| 4 | Kapok Computer (Kunshan) Co., Ltd. | Zibo Buynow Electronic Information Co., Ltd. | 3 | Other receivables - related parties - current |
87,842 | 4.50% | 0.09% |
| 4 | Kapok Computer (Kunshan) Co., Ltd. | Shantou Buynow Mall Co., Ltd. | 3 | Other receivables - related parties - current |
491,397 | 4.50% | 0.52% |
| 4 | Kapok Computer (Kunshan) Co., Ltd. | Clevo (China) Investment Co., Ltd. | 3 | Other receivables - related parties - current |
172,239 | 4.50% | 0.18% |
| 4 | Kapok Computer (Kunshan) Co., Ltd. | Yingkou Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
81,813 | 4.50% | 0.09% |
| 4 | Kapok Computer (Kunshan) Co., Ltd. | Guiyang Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
428,444 | 4.50% | 0.45% |
| 4 | Kapok Computer (Kunshan) Co., Ltd. | Taizhou Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
192,046 | 4.50% | 0.20% |
| 4 | Kapok Computer (Kunshan) Co., Ltd. | Dezhou Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
545,566 | 4.50% | 0.58% |
| 4 | Kapok Computer (Kunshan) Co., Ltd. | Kunshan Kaishuo Trading Co., Ltd. | 3 | Other receivables - related parties - current |
172,239 | 4.50% | 0.18% |
| 5 | Buynow (Nanchang) Industry Co., Ltd. | Anshan Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
257,841 | 5.00% | 0.27% |
| 5 | Buynow (Nanchang) Industry Co., Ltd. | Guiyang Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
74,579 | 5.00% | 0.08% |
315
| N0. (Note 1) |
Company name | Counterparty | Relationship (Note 2) |
Transaction | Transaction | Transaction | Transaction |
|---|---|---|---|---|---|---|---|
| General ledger account | Amount | Transaction terms | Percentage of consolidated total operating revenues or total assets (Note 3) |
||||
| 5 | Buynow (Nanchang) Industry Co., Ltd. | Taizhou Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
79,230 $ |
5.00% | 0.08% |
| 5 | Buynow (Nanchang) Industry Co., Ltd. | Buynow (Jinzhou) Industry Co., Ltd. | 3 | Other receivables - related parties - current |
166,296 | 5.00% | 0.18% |
| 6 | Buynow (Zhengzhou) Electronic Information Co., Ltd. |
Changsha Hungyu Business Management Co., Ltd. |
3 | Other receivables - related parties - current |
85,129 | 4.35% | 0.09% |
| 6 | Buynow (Zhengzhou) Electronic Information Co., Ltd. |
Buynow (Harbin) Industry Co., Ltd. | 3 | Other receivables - related parties - current |
164,660 | 4.35% | 0.17% |
| 6 | Buynow (Zhengzhou) Electronic Information Co., Ltd. |
Beijing Kaiye Electronic Technology Co., Ltd. | 3 | Other receivables - related parties - current |
53,825 | - | 0.06% |
| 6 | Buynow (Zhengzhou) Electronic Information Co., Ltd. |
Clevo (China) Investment Co., Ltd. | 3 | Other receivables - related parties - current |
68,895 | 4.35% | 0.07% |
| 6 | Buynow (Zhengzhou) Electronic Information Co., Ltd. |
Guiyang Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
75,441 | 4.35% | 0.08% |
| 6 | Buynow (Zhengzhou) Electronic Information Co., Ltd. |
Dezhou Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
177,836 | 4.35% | 0.19% |
| 7 | Buynow Electronic Information (Shenyang) Co., Ltd. |
Changsha Hungyu Business Management Co., Ltd. |
3 | Other receivables - related parties - current |
91,502 | 4.35% | 0.10% |
| 7 | Buynow Electronic Information (Shenyang) Co., Ltd. |
Zibo Buynow Electronic Information Co., Ltd. | 3 | Other receivables - related parties - current |
91,717 | 4.35% | 0.10% |
| 7 | Buynow Electronic Information (Shenyang) Co., Ltd. |
Yingkou Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
113,204 | 4.35% | 0.12% |
| 7 | Buynow Electronic Information (Shenyang) Co., Ltd. |
Yingkou Buynow Electronic Information Co., Ltd. |
3 | Receivables - related parties |
75,723 | - | 0.08% |
| 8 | Buynow (Fujian) Electronic Technology Development Co., Ltd. |
Buynow (Guangzhou) Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
57,097 | 4.35% | 0.06% |
| 8 | Buynow (Fujian) Electronic Technology Development Co., Ltd. |
Buynow (Harbin) Industry Co., Ltd. | 3 | Other receivables - related parties - current |
81,167 | 4.35% | 0.09% |
| 8 | Buynow (Fujian) Electronic Technology Development Co., Ltd. |
Daqing Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
236,785 | 4.35% | 0.25% |
| 9 | Buynow (Changchun) Industry Co., Ltd. | Buynow (Xian) Industry Co., Ltd. | 3 | Other receivables - related parties - current |
163,627 | 4.35% | 0.17% |
| 9 | Buynow (Changchun) Industry Co., Ltd. | Clevo (China) Investment Co., Ltd. | 3 | Other receivables - related parties - current |
51,672 | 4.35% | 0.05% |
| 10 | Buynow (Wuxi) Electronic Technology Development Co., Ltd. |
Buynow (Harbin) Industry Co., Ltd. | 3 | Other receivables - related parties - current |
54,600 | 5.00% | 0.06% |
| 10 | Buynow (Wuxi) Electronic Technology Development Co., Ltd. |
Anshan Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
72,986 | 5.00% | 0.08% |
| 10 | Buynow (Wuxi) Electronic Technology Development Co., Ltd. |
Dezhou Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
86,119 | 5.00% | 0.09% |
316
| N0. (Note 1) |
Company name | Counterparty | Relationship (Note 2) |
Transaction | Transaction | Transaction | Transaction |
|---|---|---|---|---|---|---|---|
| General ledger account | Amount | Transaction terms | Percentage of consolidated total operating revenues or total assets (Note 3) |
||||
| 11 | Quality Trust Property Management Co, Ltd. | Daqing Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
167,933 $ |
3.00% | 0.18% |
| 12 | Kalor Buynow (Heifei) Electronic Information Co., Ltd. |
Buynow (Nanchang) Industry Co., Ltd. | 3 | Other receivables - related parties - current |
62,867 | 4.35% | 0.07% |
| 12 | Kalor Buynow (Heifei) Electronic Information Co., Ltd. |
Buynow (Xian) Industry Co., Ltd. | 3 | Other receivables - related parties - current |
227,355 | 4.35% | 0.24% |
| 12 | Kalor Buynow (Heifei) Electronic Information Co., Ltd. |
Buynow (Harbin) Industry Co., Ltd. | 3 | Other receivables - related parties - current |
96,454 | 4.35% | 0.10% |
| 12 | Kalor Buynow (Heifei) Electronic Information Co., Ltd. |
Luoyang Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
110,267 | 4.35% | 0.12% |
| 13 | Buynow (Chongqing) Industry Co., Ltd. | Taizhou Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
78,799 | 5.00% | 0.08% |
| 13 | Buynow (Chongqing) Industry Co., Ltd. | Guiyang Buynow Electronic Information Co., Ltd. |
3 | Receivables - related parties |
63,205 | - | 0.07% |
| 14 | Shanghai Buynow Electronic Products Market Management Co., Ltd. |
Shanghai Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
80,952 | 5.00% | 0.09% |
| 14 | Shanghai Buynow Electronic Products Market Management Co., Ltd. |
Qingdao Buynow Technology Industry Co., Ltd. | 3 | Other receivables - related parties - current |
256,592 | 5.00% | 0.27% |
| 14 | Shanghai Buynow Electronic Products Market Management Co., Ltd. |
Anshan Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
227,010 | 5.00% | 0.24% |
| 14 | Shanghai Buynow Electronic Products Market Management Co., Ltd. |
Luoyang Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
270,415 | 5.00% | 0.29% |
| 14 | Shanghai Buynow Electronic Products Market Management Co., Ltd. |
Buynow (Jinzhou) Industry Co., Ltd. | 3 | Other receivables - related parties - current |
238,637 | 5.00% | 0.25% |
| 14 | Shanghai Buynow Electronic Products Market Management Co., Ltd. |
Qingdao Buynow Technology Industry Co., Ltd. | 3 | Receivables - related parties |
82,633 | - | 0.09% |
| 14 | Shanghai Buynow Electronic Products Market Management Co., Ltd. |
Anshan Buynow Electronic Information Co., Ltd. |
3 | Receivables - related parties |
56,995 | - | 0.06% |
| 15 | Daqing Buynow Electronic Information Co., Ltd. |
Buynow (Zhengzhou) Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
127,887 | 5.00% | 0.14% |
| 16 | Tianjin Buynow Electronic Information Co., Ltd. | Shanghai Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
155,445 | 4.35% | 0.16% |
| 16 | Tianjin Buynow Electronic Information Co., Ltd. | Buynow (Xian) Industry Co., Ltd. | 3 | Other receivables - related parties - current |
56,839 | 4.35% | 0.06% |
| 16 | Tianjin Buynow Electronic Information Co., Ltd. | Qingdao Buynow Technology Industry Co., Ltd. | 3 | Other receivables - related parties - current |
191,443 | 4.35% | 0.20% |
| 16 | Tianjin Buynow Electronic Information Co., Ltd. | Zibo Buynow Electronic Information Co., Ltd. | 3 | Other receivables - related parties - current |
137,980 | 4.35% | 0.15% |
| 16 | Tianjin Buynow Electronic Information Co., Ltd. | Luoyang Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
55,934 | 4.35% | 0.06% |
317
| N0. (Note 1) |
Company name | Counterparty | Relationship (Note 2) |
Transaction | Transaction | Transaction | Transaction |
|---|---|---|---|---|---|---|---|
| General ledger account | Amount | Transaction terms | Percentage of consolidated total operating revenues or total assets (Note 3) |
||||
| 16 | Tianjin Buynow Electronic Information Co., Ltd. | Buynow (Jinzhou) Industry Co., Ltd. | 3 | Other receivables - related parties - current |
102,051 $ |
4.35% | 0.11% |
| 16 | Tianjin Buynow Electronic Information Co., Ltd. | Luoyang Buynow Electronic Information Co., Ltd. |
3 | Receivables - related parties |
58,990 | - | 0.06% |
| 17 | Buynow (Yancheng) Electronic Information Technology Development Co., Ltd. |
Shantou Buynow Mall Co., Ltd. | 3 | Other receivables - related parties - current |
479,469 | - | 0.51% |
| 17 | Buynow (Yancheng) Electronic Information Technology Development Co., Ltd. |
Dezhou Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
124,873 | - | 0.13% |
| 18 | Beijing Clevo Investment Management Consultant Co., Ltd. |
Qingdao Buynow Technology Industry Co., Ltd. | 3 | Other receivables - related parties - current |
208,839 | 5.00% | 0.22% |
| 18 | Beijing Clevo Investment Management Consultant Co., Ltd. |
Buynow Electronic Information (Hui zhou) Co., Ltd |
3 | Other receivables - related parties - current |
291,514 | 5.00% | 0.31% |
| 19 | Guangdong Buynow Real Estate Management Co., Ltd. |
Shanghai Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
371,562 | 4.35% | 0.39% |
| 19 | Guangdong Buynow Real Estate Management Co., Ltd. |
Buynow (Nanchang) Industry Co., Ltd. | 3 | Other receivables - related parties - current |
89,779 | 4.35% | 0.10% |
| 19 | Guangdong Buynow Real Estate Management Co., Ltd. |
Buynow (Guangzhou) Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
59,422 | 4.35% | 0.06% |
| 19 | Guangdong Buynow Real Estate Management Co., Ltd. |
Qingdao Buynow Technology Industry Co., Ltd. | 3 | Other receivables - related parties - current |
131,160 | 4.35% | 0.14% |
| 19 | Guangdong Buynow Real Estate Management Co., Ltd. |
Buynow (Harbin) Industry Co., Ltd. | 3 | Other receivables - related parties - current |
53,394 | 4.35% | 0.06% |
| 19 | Guangdong Buynow Real Estate Management Co., Ltd. |
Daqing Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
70,919 | 4.35% | 0.08% |
| 19 | Guangdong Buynow Real Estate Management Co., Ltd. |
Guiyang Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
252,330 | 4.35% | 0.27% |
| 19 | Guangdong Buynow Real Estate Management Co., Ltd. |
Suzhou Jinzuo Industry Co., Ltd. | 3 | Other receivables - related parties - current |
241,823 | 4.35% | 0.26% |
| 19 | Guangdong Buynow Real Estate Management Co., Ltd. |
Luoyang Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
110,663 | 4.35% | 0.12% |
| 19 | Guangdong Buynow Real Estate Management Co., Ltd. |
Buynow (Jinzhou) Industry Co., Ltd. | 3 | Other receivables - related parties - current |
356,103 | 4.35% | 0.38% |
| 19 | Guangdong Buynow Real Estate Management Co., Ltd. |
Shanghai Buynow Electronic Information Co., Ltd. |
3 | Receivables - related parties |
120,367 | - | 0.13% |
| 19 | Guangdong Buynow Real Estate Management Co., Ltd. |
Guiyang Buynow Electronic Information Co., Ltd. |
3 | Receivables - related parties |
69,363 | - | 0.07% |
| 20 | Shantou Buynow Mall Co., Ltd. | Guangdong Buynow Real Estate Management Co., Ltd. |
3 | Other receivables - related parties - current |
129,179 | 5.00% | 0.14% |
| 20 | Shantou Buynow Mall Co., Ltd. | Clevo (China) Investment Co., Ltd. | 3 | Other receivables - related parties - current |
88,272 | 5.00% | 0.09% |
318
| N0. (Note 1) |
Company name | Counterparty | Relationship (Note 2) |
Transaction | Transaction | Transaction | Transaction |
|---|---|---|---|---|---|---|---|
| General ledger account | Amount | Transaction terms | Percentage of consolidated total operating revenues or total assets (Note 3) |
||||
| 20 | Shantou Buynow Mall Co., Ltd. | Anshan Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
338,707 $ |
5.00% | 0.36% |
| 20 | Shantou Buynow Mall Co., Ltd. | Taizhou Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
102,051 | 5.00% | 0.11% |
| 20 | Shantou Buynow Mall Co., Ltd. | Dezhou Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
430,597 | 5.00% | 0.46% |
| 21 | Clevo (China) Investment Co., Ltd. | Buynow Electronic Information (Hui zhou) Co., Ltd |
3 | Other receivables - related parties - current |
73,201 | 5.00% | 0.08% |
| 22 | Kunshan Kaishuo Trading Co., Ltd. | Shanghai Buynow Electronic Information Co., Ltd. |
3 | Other receivables - related parties - current |
88,186 | 3.50% | 0.09% |
-
Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows:
-
(1) Parent company is ‘0’.
-
(2) The subsidiaries are numbered in order starting from ‘1’.
-
Note 2: Relationship between transaction company and counterparty is classified into the following three categories , fill in the number of category each case belongs to (If transactions between parent company and subsidiaries or between s to the same transaction, it is not required to disclose twice. For example, if the parent company has already disclosed its transaction with a subsidiary, then the subsidiary is not required to disclose the transaction; for transactions be subsidiaries, if one of the subsidiaries has disclosed the transaction, then the other is not required to disclose the transaction:
-
(1) Parent company to subsidiary.
-
(2) Subsidiary to parent company.
-
(3) Subsidiary to subsidiary.
-
Note 3: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the period to consolidated total operating revenues for income statement accounts.
-
Note 4: The Company may decide to disclose or not to disclose transaction details in this table based on the Materiality Principle.
319
CLEVO CO. and Subsidiaries Information on investees Year ended December 31, 2020
Table 9
Expressed in thousands of NTD (Except as otherwise indicated)
| Investor | Investee(Notes 1 and 2) |
Location | Main business activities |
Initial investment amount | Initial investment amount | Shares held as at December 31, 2020 | Shares held as at December 31, 2020 | Shares held as at December 31, 2020 | Net profit (loss) of the investee for year ended December 31, 2020 (Note 2 (2)) |
Investment income (loss) recognised by the Company for year ended December 31, 2020 (Note 2 (3)) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at December 31, 2020 |
Balance at December 31, 2019 |
Number of shares | Ownership (%) |
Book value | |||||||
| The Company | CLEVO COMPUTER SINGAPORE PTE LTD. |
Singapore | Management and advisory of computers |
420,061 $ |
529,638 $ |
22,325,453 | 100.00 | 7,527,414 $ |
127,535 $ |
127,535 $ |
The subsidiary of the Company |
| The Company | CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
Cayman Islands |
Investment | 15,754,974 | 15,754,974 | 369,370,000 | 100.00 | 43,082,841 | 43,825 | 43,825 | The subsidiary of the Company |
| The Company | KAPOK COMPUTER (SAMOA) CORPORATION |
Samoa | Investment | 489,985 | 232,643 | 16,000,000 | 100.00 | 1,719,924 | 331,379 | 331,368 | The subsidiary of the Company |
| The Company | BUYNOW ON-LINE HOLDING CORPORATION |
Samoa | Investment | 35,513 | 35,513 | 1,100,000 | 100.00 | 8,667) ( |
727) ( |
727) ( |
The subsidiary of the Company |
| The Company | Clevo Investment Co., Ltd. | Taiwan | Investment | 140,000 | 140,000 | 14,000,000 | 100.00 | 73,558 | 12,416 | 8,383 | The subsidiary of the Company |
| The Company | Kapok Computer Co., Ltd. | Taiwan | Design and sale of computers and computer peripherals |
80,000 | 80,000 | 8,000,000 | 100.00 | 56,444 | 13,950 | 7,163 | The subsidiary of the Company |
| The Company | Taipei Twin Corporation | Taiwan | Investment | 1,000,000 | 1,000,000 | 100,000,000 | 50.00 | 987,137 | 24,642) ( |
12,321) ( |
Investment accounted for under equity method |
| CLEVO COMPUTER SINGAPORE PTE LTD. |
BUYNOW (CHENGDU) CORPORATION |
Samoa | Investment | 278,468 | 278,468 | 7,000,000 | 100.00 | 3,493,855 | 72,617 | 72,617 | The Company as the ultimate parent company |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
BUYNOW GLOBAL CORPORATION |
British Virgin Islands |
Investment | 118,490 | 118,490 | 2,600,000 | 100.00 | 887,573 | 54,480 | 54,480 | The Company as the ultimate parent company |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
BUYNOW (HANGZHOU) CORPORATION |
British Virgin Islands |
Investment | 173,107 | 173,107 | 5,000,000 | 100.00 | 3,328,705 | 116,657 | 116,657 | The Company as the ultimate parent company |
320
| Investor | Investee(Notes 1 and 2) |
Location | Main business activities |
Initial investment amount | Initial investment amount | Shares held as at December 31, 2020 | Shares held as at December 31, 2020 | Shares held as at December 31, 2020 | Net profit (loss) of the investee for year ended December 31, 2020 (Note 2 (2)) |
Investment income (loss) recognised by the Company for year ended December 31, 2020 (Note 2 (3)) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at December 31, 2020 |
Balance at December 31, 2019 |
Number of shares | Ownership (%) |
Book value | |||||||
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
BUYNOW (ZHENGZHOU) CORPORATION |
Samoa | Investment | 103,185 $ |
103,185 $ |
3,000,000 | 100.00 | 3,181,264 $ |
69,971 $ |
69,971 $ |
The Company as the ultimate parent company |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
BUYNOW GROUP (CHANGSHA) CORPORATION |
British Virgin Islands |
Investment | 136,180 | 136,180 | 4,000,000 | 100.00 | 220,808 | 2,802) ( |
2,802) ( |
The Company as the ultimate parent company |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
BUYNOW (NANCHANG) CORPORATION |
Samoa | Investment | 104,484 | 104,484 | 3,000,000 | 100.00 | 2,782,419 | 54,479 | 54,479 | The Company as the ultimate parent company |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
BUYNOW (GUANGZHOU) CORPORATION |
Samoa | Investment | 161,745 | 161,745 | 5,000,000 | 100.00 | 2,309,199 | 2,526 | 2,526 | The Company as the ultimate parent company |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
FLYING WOLF INVESTMENT LIMITED |
British Virgin Islands |
Investment | 96,141 | 96,141 | 3,000,000 | 100.00 | 3,055,539 | 41,641 | 41,641 | The Company as the ultimate parent company |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
BUYNOW (XIAMEN) CORPORATION |
Samoa | Investment | 95,502 | 95,502 | 3,000,000 | 100.00 | 1,866,141 | 45,717 | 45,717 | The Company as the ultimate parent company |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
BUYNOW GROUP (XIAN) CORPORATION |
Samoa | Investment | 96,543 | 96,543 | 3,000,000 | 100.00 | 793,610 | 34,168 | 34,168 | The Company as the ultimate parent company |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
BUYNOW (CHANGCHUN) CORPORATION |
Samoa | Investment | 64,064 | 64,064 | 2,000,000 | 100.00 | 2,890,784 | 78,601 | 78,601 | The Company as the ultimate parent company |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
BUYNOW GROUP (QINGDAO) CORPORATION |
Samoa | Investment | 115,648 | 115,648 | 3,500,000 | 100.00 | 100,070 | 11,162) ( |
11,162) ( |
The Company as the ultimate parent company |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
BUYNOW (CHONGQING) LIMITED |
Hong Kong | Investment | 169,140 | 169,140 | 5,000,000 | 100.00 | 1,065,694 | 8,801 | 8,801 | The Company as the ultimate parent company |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
FLYING INTERNATIONAL INVESTMENT LIMITED |
Samoa | Investment | 178,968 $ |
178,968 $ |
3,000,000 | 100.00 | 2,300,491 $ |
9,321 $ |
9,321 $ |
The Company as the ultimate parent company |
321
| Investor | Investee(Notes 1 and 2) |
Location | Main business activities |
Initial investment amount | Initial investment amount | Shares held as at December 31, 2020 | Shares held as at December 31, 2020 | Shares held as at December 31, 2020 | Net profit (loss) of the investee for year ended December 31, 2020 (Note 2 (2)) |
Investment income (loss) recognised by the Company for year ended December 31, 2020 (Note 2 (3)) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at December 31, 2020 |
Balance at December 31, 2019 |
Number of shares | Ownership (%) |
Book value | |||||||
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
BUYNOW (WUXI) CORPORATION |
Samoa | Investment | 64,054 | 64,054 | 2,000,000 | 100.00 | 1,240,536 | 42,501 | 42,501 | The Company as the ultimate parent company |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
BUYNOW (HARBIN) CORPORATION |
Samoa | Investment | 99,012 | 99,012 | 3,000,000 | 100.00 | 124,235 | 41,675 | 41,675 | The Company as the ultimate parent company |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
BUYNOW (DAQING) CORPORATION |
Samoa | Investment | 96,894 | 96,894 | 3,000,000 | 100.00 | 11,713) ( |
8,345 | 8,345 | The Company as the ultimate parent company |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
BUYNOW (ZIBO) CORPORATION |
Samoa | Investment | 95,805 | 95,805 | 3,000,000 | 100.00 | 77,347) ( |
11,391) ( |
11,391) ( |
The Company as the ultimate parent company |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
BUYNOW (BEIJING) CORPORATION |
Samoa | Investment | 244,256 | 244,256 | 6,000,000 | 100.00 | 1,739,615 | 51,320 | 51,320 | The Company as the ultimate parent company |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
SKILL DEVELOP INTERNATIONAL LIMITED |
Samoa | Investment | 581,916 | 581,916 | 9,350,000 | 100.00 | 5,070,236 | 43,926 | 43,926 | The Company as the ultimate parent company |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
BUYNOW (YANCHENG) CORPORATION |
Samoa | Investment | 931,920 | 931,920 | 31,500,000 | 100.00 | 729,555 | 2) ( |
2) ( |
The Company as the ultimate parent company |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
BUYNOW (HUIZHOU) CORPORATION |
Samoa | Investment | 200,737 | 200,737 | 1,500,000 | 100.00 | 87,145) ( |
11,351) ( |
11,351) ( |
The Company as the ultimate parent company |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
BUYNOW (YINGKOU) CORPORATION |
Samoa | Investment | 434,082 | 434,082 | 15,000,000 | 100.00 | 409,421 | 318) ( |
318) ( |
The Company as the ultimate parent company |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
BUYNOW (ANSHAN) CORPORATION |
Samoa | Investment | 1,119,393 | 1,119,393 | 38,000,000 | 100.00 | 796,833 | 315,464) ( |
315,464) ( |
The Company as the ultimate parent company |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
BUYNOW (GUIYANG) CORPORATION |
Samoa | Investment | 301,236 | 301,236 | 10,000,000 | 100.00 | 257,375 | 345) ( |
345) ( |
The Company as the ultimate parent company |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
CHICONY SQUARE (WUHAN) INC. |
British Virgin Islands |
Investment | 123,204 | 123,204 | 3,600,000 | 30.00 | 2,361,152 | 88,661) ( |
26,598) ( |
Investment accounted for under equity method |
322
| Investor | Investee(Notes 1 and 2) |
Location | Main business activities |
Initial investment amount | Initial investment amount | Shares held as at December 31, 2020 | Shares held as at December 31, 2020 | Shares held as at December 31, 2020 | Net profit (loss) of the investee for year ended December 31, 2020 (Note 2 (2)) |
Investment income (loss) recognised by the Company for year ended December 31, 2020 (Note 2 (3)) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at December 31, 2020 |
Balance at December 31, 2019 |
Number of shares | Ownership (%) |
Book value | |||||||
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
CHICONY SQUARE (CAYMAN) INC. |
Cayman Islands |
Investment | 86,886 $ |
86,886 $ |
3,000,000 | 30.00 | 50,181 $ |
224,337 $ |
67,301 $ |
Investment accounted for under equity method |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
BUYNOW (WUHAN) CORPORATION |
Samoa | Investment | - | - | 4,500,000 | 30.00 | 167,245 | ( 161,241) |
( 48,372) |
Investment accounted for under equity method |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
CHICONY CHENGDU INTERNATIONAL INC. |
British Virgin Islands |
Investment | 362,866 | 362,866 | 1,500,000 | 3.75 | 49,738 | 209,943 | 7,873 | Investment accounted for under equity method |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
BUYNOW (TAIZHOU) CORPORATION |
Samoa | Investment | 505,786 | 505,786 | 17,000,000 | 100.00 | 290,991 | 524 | 524 | The Company as the ultimate parent company |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
SMARTER CAPITAL LIMITED | Samoa | Investment | 1,013,693 | 1,013,693 | 14,900,000 | 100.00 | 995,790 | 47,527 | 47,527 | The Company as the ultimate parent company |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
BUYNOW (DEZHOU) CORPORATION |
Samoa | Investment | 881,914 | 881,914 | 30,000,000 | 100.00 | 164,068 | 143,604) ( |
143,604) ( |
The Company as the ultimate parent company |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
BUYNOW (LUOYANG) CORPORATION |
Samoa | Investment | 894,346 | 894,346 | 30,000,000 | 100.00 | 195,151 | 47,306) ( |
47,306) ( |
The Company as the ultimate parent company |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
BUYNOW (FUJIAN QUANZHOU) CORPORATION |
Samoa | Investment | 446,195 | 446,195 | 15,000,000 | 100.00 | 437,607 | 5,220) ( |
5,220) ( |
The Company as the ultimate parent company |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
BUYNOW (JINZHOU) CORPORATION |
Samoa | Investment | 448,081 | 448,081 | 15,000,000 | 100.00 | 313,020 | 33,741) ( |
33,741) ( |
The Company as the ultimate parent company |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
BUYNOW (SHANTOU) CORPORATION |
Samoa | Investment | 578,224 | 578,224 | 19,200,000 | 100.00 | 253,206 | 215,486) ( |
215,486) ( |
The Company as the ultimate parent company |
| CLEVO (CAYMAN ISLANDS) HOLDING COMPANY |
CLEVO(HK) INVESTMENT HOLDING LIMITED |
Hong Kong | Investment | 3,138 | 3,138 | 100,000 | 100.00 | 1,204 | 2,497) ( |
2,497) ( |
The Company as the ultimate parent company |
| CLEVO(HK)INVESTMENT HOLDING LIMITED |
CLEVO JAPAN GK | 日本 | Investment | - | 2,817 | - | 0.00 | - | 1,844) ( |
1,844) ( |
The Company as the ultimate parent company |
323
| Investor | Investee(Notes 1 and 2) |
Location | Main business activities |
Initial investment amount | Initial investment amount | Shares held as at December 31, 2020 | Shares held as at December 31, 2020 | Shares held as at December 31, 2020 | Net profit (loss) of the investee for year ended December 31, 2020 (Note 2 (2)) |
Investment income (loss) recognised by the Company for year ended December 31, 2020 (Note 2 (3)) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at December 31, 2020 |
Balance at December 31, 2019 |
Number of shares | Ownership (%) |
Book value | |||||||
| SKILL DEVELOP INTERNATIONAL LIMITED |
WELL ASIA INVESTMENT LIMITED |
Hong Kong | Investment | 277,817 $ |
277,817 $ |
9,200,000 | 100.00 | 5,070,236 $ |
43,926 $ |
43,926 $ |
The Company as the ultimate parent company |
| SMARTER CAPITAL LIMITED | BUYNOW SZ. CORPORATION | Samoa | Investment | 452,081 | 452,081 | 14,900,000 | 100.00 | 995,790 | 47,527 | 47,527 | The Company as the ultimate parent company |
| BUYNOW ON-LINE HOLDING CORPORATION |
BUYNOW ON-LINE LIMITED | Hong Kong | Investment | 35,483 | 35,483 | 1,100,000 | 100.00 | 8,666) ( |
727) ( |
727) ( |
The Company as the ultimate parent company |
-
Note 1: If a public company is equipped with an overseas holding company and takes consolidated financial report as the main financial report according to the local law rules, it can only disclose the information of the overseas holding company about the disclosure of related overseas investee information.
-
Note 2: If situation does not belong to Note 1, fill in the columns according to the following regulations:
-
(1)The columns of ‘Investee’, ‘Location’, ‘Main business activities’, Initial investment amount’ and ‘Shares held as at December 31, 2020’ should fill orderly in the Company’s
-
(public company’s) information on investees and every directly or indirectly controlled investee’s investment information, and note the relationship between the Company (public company) and its investee each (ex. direct subsidiary or indirect subsidiary) in the ‘footnote’ column..
-
(2)The ‘Net profit (loss) of the investee for year ended December 31, 2020’ column should fill in amount of net profit (loss) of the investee for this year.
-
(3)The ‘Investment income (loss) recognised by the Company for year ended December 31, 2020’ column should fill in the Company (public company) recognised investment income (loss) of its direct subsidiary and recognised investment income (loss) of its investee accounted for under the equity method for this year. When filling in recognised investment income (loss) of its direct subsidiary, the Company (public company) should confirm that direct subsidiary’s net profit (loss) for this period has included its investment income (loss) which shall be recognised by regulations.
324
CLEVO CO. and Subsidiaries Information on investments in Mainland China
Year ended December 31, 2020
Table 10
Expressed in thousands of NTD (Except as otherwise indicated)
| Investee in Mainland China | Main business activities | Paid-in capital | Investment method (Note 1) |
Accumulated amount of remittance from Taiwan to Mainland China as of January 1, 2020 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for year ended December 31, 2020 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for year ended December 31, 2020 |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2020 |
Net income of investee for the nine- month period ended December 31, 2020 |
Ownership held by the Company (direct or indirect) |
Investment income (loss) recognised by the Company for year ended December 31, 2020 (Note 2) |
Book value of investments in Mainland China as of December 31, 2020 |
Accumulated amount of investment income remitted back to Taiwan as of December 31, 2020 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted to Mainland China |
Remitted back to Taiwan |
||||||||||||
| Buynow (Chengdu) Electronic Information Co., Ltd. |
Manufacturing, sale, maintenance service, research and development of computers and computer peripherals and digital products, and property management of buildings |
278,468 $ |
2 | 278,468 $ |
- $ |
- $ |
278,468 $ |
72,617 $ |
100 | 72,617 $ |
3,493,855 $ |
- | - |
| Buynow (Nanjing) Facility Leasing And Management Co., Ltd. |
Manufacturing, sale, research and development of computers and computer peripherals and services for related electronic products |
58,159 | 2 | 37,522 | - | - | 37,522 | 16,876 | 100 | 16,876 | 1,944,208 | - | - |
| Kalor Buynow (Heifei) Electronic Information Co., Ltd. |
Manufacturing, sale, research and development of computers and computer peripherals and services for related electronic products |
69,491 | 2 | - | - | - | - | 52,712 | 100 | 52,712 | 2,185,495 | - | - |
| Kapok Computer (Kunshan) Co., Ltd. |
Manufacturing, sale, research and development and maintenance service of computer, notebook, tablet, information and communication products and computer components |
238,599 | 2 | 238,599 | - | - | 238,599 | 347,349 | 100 | 347,349 | 1,666,381 | - | - |
| Kunshan Kaiming Trading Co., Ltd. |
Provide market management services for operators of laptop computer, tablet, desktop computer, palmtop computer, information and communication products and computer components |
17,746 | 3 | - | - | - | - | 964) ( |
100 | 964) ( |
2,596 | - | - |
325
| Investee in Mainland China | Main business activities | Paid-in capital | Investment method (Note 1) |
Accumulated amount of remittance from Taiwan to Mainland China as of January 1, 2020 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for year ended December 31, 2020 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for year ended December 31, 2020 |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2020 |
Net income of investee for the nine- month period ended December 31, 2020 |
Ownership held by the Company (direct or indirect) |
Investment income (loss) recognised by the Company for year ended December 31, 2020 (Note 2) |
Book value of investments in Mainland China as of December 31, 2020 |
Accumulated amount of investment income remitted back to Taiwan as of December 31, 2020 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted to Mainland China |
Remitted back to Taiwan |
||||||||||||
| Chicony Industry (Wuhan) Co., Ltd. |
Research, development, production and sales of computer software and hardware, electronic products; sales services, non- staple food; coffee shop operations; venue rental |
1,927,049 $ |
2 CHICONY SQUARE (WUHAN) INC. |
526,552 $ |
- $ |
- $ |
526,552 $ |
229,453 $ |
30 | 68,836 $ |
1,227,257 $ |
- | - |
| Wuhan Qunbai Industry Co., Ltd. |
Research, development and sales of computer software, hardware and electronic products; sales services; wenue retal |
58,904 | 3 | - | - | - | - | 13,061 | 30 | 3,918 | 617,969 | - | - |
| Chicony Square (Wuhan) Management Co., Ltd. |
Sales of service and non-staple food; cafe operation; venue rental |
14,414 | 3 | - | - | - | - | 6,028 | 25 | 1,506 | 30,263 | - | - |
| Qunguang Industrial (Xian) Co., Ltd. |
Research, development, production and sales of computer software and hardware, electronic products; sales services, nonstaple food; coffee shop operations; venue rental; catering services; parking lot management and retail. |
4,053,756 | 3 | - | - | - | - | 406,535) ( |
30 | 121,961) ( |
536,515 | - | - |
| Buynow Electronic Information (Hangzhou) Co., Ltd. |
Manufacturing, sale, maintenance service, research and development of computers and computer peripherals and digital products, and property management of buildings |
198,848 | 2 | 198,848 | - | - | 198,848 | 116,657 | 100 | 116,657 | 3,328,705 | - | - |
| Shanghai Buynow Electronic Information Co., Ltd. |
Rental of the display venues of computer and related electronic products; information consultation; maintenance services; property management |
521,418 | 2 | 56,778 | - | - | 56,778 | 60,134 | 100 | 60,134 | 2,904,382 | - | - |
| Quality Trust Property Management Co, Ltd. |
Property management, advisory of real estate, building leasing, housekeeping service, parking lot service, car wash service and business service |
24,975 | 2 | 21,645 | - | - | 21,645 | 39,530 | 100 | 39,530 | 237,334 | - | - |
| Wuxi Quntai Property Management Co., Ltd. |
Property management, advisory of real estate, building leasing, housekeeping service, parking lot service, car wash service and business service |
2,402 | 3 | - | - | - | - | 3,673 | 100 | 3,673 | 27,823 | - | - |
326
| Investee in Mainland China | Main business activities | Paid-in capital | Investment method (Note 1) |
Accumulated amount of remittance from Taiwan to Mainland China as of January 1, 2020 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for year ended December 31, 2020 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for year ended December 31, 2020 |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2020 |
Net income of investee for the nine- month period ended December 31, 2020 |
Ownership held by the Company (direct or indirect) |
Investment income (loss) recognised by the Company for year ended December 31, 2020 (Note 2) |
Book value of investments in Mainland China as of December 31, 2020 |
Accumulated amount of investment income remitted back to Taiwan as of December 31, 2020 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted to Mainland China |
Remitted back to Taiwan |
||||||||||||
| Shanghai Buynow Electronic Products Market Management Co., Ltd. |
Provide market management services for operators of electronic products |
504,484 $ |
3 | - $ |
- $ |
- $ |
- $ |
122,504 $ |
100 | 122,504 $ |
4,633,804 $ |
- | - |
| Beijing Kaiye Electronic Technology Co., Ltd. |
Technology-extension services, computer maintenance, public parking lot service for motorcycle, property management, business management, business management and advisory, business building leasing, wholesale of computer and computer peripherals, hardware electronic and daily appliance |
359,053 | 3 | - | - | - | - | 63,206 | 100 | 63,206 | 122,761) ( |
- | - |
| Buynow (Nanchang) Industry Co., Ltd. |
Manufacturing, sale, maintenance service, research and development of computers and computer peripherals and digital products, and property management of buildings |
119,297 | 2 | 119,297 | - | - | 119,297 | 54,479 | 100 | 54,479 | 2,782,419 | - | - |
| Changsha Hungyu Business Management Co., Ltd. |
Manufacturing, sale, maintenance service, research and development of computers and computer peripherals and digital products, and property management of buildings |
119,297 | 2 | 119,297 | - | - | 119,297 | 2,802) ( |
100 | 2,802) ( |
220,808 | - | - |
| Buynow (Zhengzhou) Electronic Information Co., Ltd. |
Manufacturing, sale, maintenance service, research and development of computers and computer peripherals and digital products |
119,123 | 2 | 119,123 | - | - | 119,123 | 69,971 | 100 | 69,971 | 3,181,264 | - | - |
| Buynow (Guangzhou) Electronic Information Co., Ltd. |
Manufacturing, sale, maintenance service, research and development of computers and computer peripherals and digital products |
198,670 | 2 | 198,670 | - | - | 198,670 | 1,986 | 100 | 1,986 | 2,303,613 | - | - |
327
| Investee in Mainland China | Main business activities | Paid-in capital | Investment method (Note 1) |
Accumulated amount of remittance from Taiwan to Mainland China as of January 1, 2020 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for year ended December 31, 2020 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for year ended December 31, 2020 |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2020 |
Net income of investee for the nine- month period ended December 31, 2020 |
Ownership held by the Company (direct or indirect) |
Investment income (loss) recognised by the Company for year ended December 31, 2020 (Note 2) |
Book value of investments in Mainland China as of December 31, 2020 |
Accumulated amount of investment income remitted back to Taiwan as of December 31, 2020 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted to Mainland China |
Remitted back to Taiwan |
||||||||||||
| Tianjin Buynow Electronic Information Co., Ltd. |
Development, producttion and sales of computer hardware and software and electronic digital technology products |
224,794 $ |
2 | 206,061 $ |
- $ |
- $ |
206,061 $ |
8,107 $ |
100 | 8,107 $ |
2,285,515 $ |
- | - |
| Beijing Clevo Investment Management Consultant Co., Ltd. |
Business advisory of investment management, wholesale agency of electronic products, import and export of goods and property management |
305,459 | 2 | 314,567 | - | - | 314,567 | 67,526 | 100 | 67,526 | 2,288,968 | - | - |
| Buynow (Yancheng) Electronic Information Technology Development Co., Ltd. |
Manufacturing, sale, maintenance service, research and development of computers and computer peripherals and digital products, and advisory of business management |
942,511 | 2 | 942,511 | - | - | 942,511 | 2) ( |
100 | 2) ( |
729,555 | - | - |
| Buynow (Xian) Industry Co., Ltd. |
Manufacturing, sale, maintenance service, research and development of computers and computer peripherals and digital products |
116,528 | 2 | 116,528 | - | - | 116,528 | 34,168 | 100 | 34,168 | 793,610 | - | - |
| Buynow (Fujian) Electronic Technology Development Co., Ltd. |
Manufacturing, sale, maintenance service, research and development of computers and computer peripherals and digital products |
119,117 | 2 | 119,117 | - | - | 119,117 | 45,717 | 100 | 45,717 | 1,866,141 | - | - |
| Chicony Dalu Enterprise (Chengdu) Co., Ltd. |
Developing and manufacturing computers, hardware, electronic products; production and sales of cosmetics and daily necessities; rental business |
2,291,275 | 2 CHICONY CHENGDU INTERNATI ONAL INC. |
687,382 | - | - | 687,382 | 209,945 | 30 | 62,983 | 397,892 | - | - |
| Buynow Electronic Information (Shenyang) Co., Ltd. |
Research and development of computers and computer peripherals and electronic products, and advisory of economic information |
119,298 | 2 | 119,298 | - | - | 119,298 | 20,718 | 100 | 20,718 | 2,410,337 | - | - |
| Guangdong Buynow Real Estate Management Co., Ltd. |
Self-owned property management and leasing. manufacturing, sale, research and development of computer software and hardware and digital products |
442,167 | 2 | 363,300 | - | - | 363,300 | 67,828 | 100 | 67,828 | 7,799,497 | - | - |
328
| Investee in Mainland China | Main business activities | Paid-in capital | Investment method (Note 1) |
Accumulated amount of remittance from Taiwan to Mainland China as of January 1, 2020 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for year ended December 31, 2020 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for year ended December 31, 2020 |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2020 |
Net income of investee for the nine- month period ended December 31, 2020 |
Ownership held by the Company (direct or indirect) |
Investment income (loss) recognised by the Company for year ended December 31, 2020 (Note 2) |
Book value of investments in Mainland China as of December 31, 2020 |
Accumulated amount of investment income remitted back to Taiwan as of December 31, 2020 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted to Mainland China |
Remitted back to Taiwan |
||||||||||||
| Buynow (Changchun) Industry Co., Ltd. |
Manufacturing, sale, maintenance service, research and development of computers and computer peripherals and digital products, and property management of buildings |
81,539 $ |
2 | 77,656 $ |
- $ |
- $ |
77,656 $ |
82,529 $ |
100 | 82,529 $ |
3,035,263 $ |
- | - |
| Buynow (Wuhan) Industry Co., Ltd. |
Manufacturing, sale, maintenance service, research and development of computer software and digital products, and property management of buildings |
468,580 | 2 | - | - | - | - | 161,241) ( |
30 | 48,372) ( |
167,245 | - | - |
| Qingdao Buynow Technology Industry Co., Ltd. |
Manufacturing, sale, research and development of computers and computer peripherals. Display, advisory and after-sales service of digital products. Property management of self-owned buildings |
551,402 | 2 BUYNOW (WUHAN) CORPORATI ON |
133,021 | - | - | 133,021 | 54,213) ( |
100 | 54,213) ( |
486,015 | - | - |
| Buynow (Wuxi) Electronic Technology Development Co., Ltd. |
Manufacturing, sale, maintenance service, research and development of computer software and digital products |
106,622 | 2 | 76,158 | - | - | 76,158 | 59,500 | 100 | 59,500 | 1,736,715 | - | - |
| Wuxi Buynow Electronic Market Co., Ltd. |
Leasing of facility, market management service, catering management, property management, parking lot management |
2,454 | 3 | - | - | - | - | 19 | 100 | 19 | 2,340 | - | - |
| Buynow (Harbin) Industry Co., Ltd. |
Manufacturing, sale, maintenance service, research and development of computers and computer peripherals and digital products |
111,364 | 2 | 111,364 | - | - | 111,364 | 41,463 | 100 | 41,463 | 120,755 | - | - |
| Buynow (Chongqing) Industry Co., Ltd. |
Manufacturing, sale, research and development of computers and computer peripherals (not including electronic publishing), shopping mall management, wholesale and retail of electronic products, property management and parking lot service |
164,167 | 2 | 164,167 | - | - | 164,167 | 8,801 | 100 | 8,801 | 1,065,693 | - | - |
329
| Investee in Mainland China | Main business activities | Paid-in capital | Investment method (Note 1) |
Accumulated amount of remittance from Taiwan to Mainland China as of January 1, 2020 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for year ended December 31, 2020 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for year ended December 31, 2020 |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2020 |
Net income of investee for the nine- month period ended December 31, 2020 |
Ownership held by the Company (direct or indirect) |
Investment income (loss) recognised by the Company for year ended December 31, 2020 (Note 2) |
Book value of investments in Mainland China as of December 31, 2020 |
Accumulated amount of investment income remitted back to Taiwan as of December 31, 2020 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted to Mainland China |
Remitted back to Taiwan |
||||||||||||
| Shanghai Buynow Online Information Technology Co., Ltd. |
Wholesale and retail, import and export, and after-sales service of household appliances, computer and computer components, communication equipment, electrical devices, office supplies and complementary products; development, technology transfer, advisory, service and training of Internet, computer software and hardware and communication equipment |
32,630 $ |
2 | 32,630 $ |
- $ |
- $ |
32,630 $ |
535) ($ |
100 | 535) ($ |
11,383) ($ |
- | - |
| Daqing Buynow Electronic Information Co., Ltd. |
Manufacturing, retail and wholesale of computers and computer peripherals, and electronic information shopping mall management |
98,158 | 2 | 98,158 | - | - | 98,158 | 8,345 | 100 | 8,345 | 11,713) ( |
- | - |
| Buynow Electronic Information (Hui zhou) Co., Ltd |
Manufacturing, sale, research and development and after-sales service of computers and computer peripherals; property management of buildings |
120,115 | 2 | 211,996 | - | - | 211,996 | 28,378) ( |
100 | 28,378) ( |
217,863) ( |
- | - |
| Shantou Buynow Mall Co., Ltd. |
Investment in companies primarily engaged in research and development and advisory service |
574,562 | 2 | 574,562 | - | - | 574,562 | 215,486) ( |
100 | 215,486) ( |
253,206 | - | - |
| Zibo Buynow Electronic Information Co., Ltd. |
Manufacturing, sale, maintenance service, research and development of computers and computer peripherals and digital products. Advisory of business management, leasing of self-owned buildings, parking lot management, shopping mall management and property management |
98,012 | 2 | 98,012 | - | - | 98,012 | 11,391) ( |
100 | 11,391) ( |
77,347) ( |
- | - |
330
| Investee in Mainland China | Main business activities | Paid-in capital | Investment method (Note 1) |
Accumulated amount of remittance from Taiwan to Mainland China as of January 1, 2020 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for year ended December 31, 2020 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for year ended December 31, 2020 |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2020 |
Net income of investee for the nine- month period ended December 31, 2020 |
Ownership held by the Company (direct or indirect) |
Investment income (loss) recognised by the Company for year ended December 31, 2020 (Note 2) |
Book value of investments in Mainland China as of December 31, 2020 |
Accumulated amount of investment income remitted back to Taiwan as of December 31, 2020 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted to Mainland China |
Remitted back to Taiwan |
||||||||||||
| Yingkou Buynow Electronic Information Co., Ltd. |
Manufacturing, sale, maintenance service, research and development of computers and computer peripherals and digital products, and advisory of business management |
464,194 $ |
2 | 464,194 $ |
- $ |
- $ |
464,194 $ |
318) ($ |
100 | 318) ($ |
409,420 $ |
- | - |
| Anshan Buynow Electronic Information Co., Ltd. |
Manufacturing, sale, maintenance service, research and development of computers and computer peripherals and digital products, and advisory of business management |
1,150,017 | 2 | 1,150,017 | - | - | 1,150,017 | 315,464) ( |
100 | 315,464) ( |
796,833 | - | - |
| Clevo (China) Investment Co., Ltd. |
Investment in companies primarily engaged in research and development and advisory service |
897,135 | 2 | 897,135 | - | - | 897,135 | 63,411) ( |
100 | 63,411) ( |
2,312,874 | - | - |
| Guiyang Buynow Electronic Information Co., Ltd. |
Research and development of computers and computer peripherals and electronic products, and advisory service of business management |
303,271 | 2 | 303,271 | - | - | 303,271 | 345) ( |
100 | 345) ( |
257,375 | - | - |
| Taizhou Buynow Electronic Information Co., Ltd. |
Manufacturing, sale, maintenance service, research and development of computers and computer peripherals and digital products, and advisory of business management |
507,871 | 2 | 507,871 | - | - | 507,871 | 749) ( |
100 | 749) ( |
290,989 | - | - |
| Suzhou Jinzuo Industry Co., Ltd. |
Business affairs and property management business |
480,460 | 2 | 1,008,954 | - | - | 1,008,954 | 47,527 | 100 | 47,527 | 995,790 | - | - |
| Dezhou Buynow Electronic Information Co., Ltd. |
Research and development and maintenance service of computers and computer peripherals and electronic products; advisory service of business management and shopping mall management |
881,914 | 2 | 881,914 | - | - | 881,914 | 143,604) ( |
100 | 143,604) ( |
164,068 | - | - |
| Luoyang Buynow Electronic Information Co., Ltd. |
Research and development and maintenance service of computers and computer peripherals and electronic products; advisory service of business management and shopping mall management |
893,922 | 2 | 893,922 | - | - | 893,922 | 47,306) ( |
100 | 47,306) ( |
195,151 | - | - |
331
| Investee in Mainland China | Main business activities | Paid-in capital | Investment method (Note 1) |
Accumulated amount of remittance from Taiwan to Mainland China as of January 1, 2020 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for year ended December 31, 2020 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for year ended December 31, 2020 |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2020 |
Net income of investee for the nine- month period ended December 31, 2020 |
Ownership held by the Company (direct or indirect) |
Investment income (loss) recognised by the Company for year ended December 31, 2020 (Note 2) |
Book value of investments in Mainland China as of December 31, 2020 |
Accumulated amount of investment income remitted back to Taiwan as of December 31, 2020 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted to Mainland China |
Remitted back to Taiwan |
||||||||||||
| Quanzhou Buynow Industry Co., Ltd. |
Research and development and maintenance service of computers and computer peripherals and electronic products; advisory service of business management and shopping mall management |
446,195 $ |
2 | 446,195 $ |
- $ |
- $ |
446,195 $ |
5,220) ($ |
100 | 5,220) ($ |
437,607 $ |
- | - |
| Buynow (Jinzhou) Industry Co., Ltd. |
Manufacturing of computer software and hardware and consumer electronic products, advisory of business management and shopping mall management |
448,342 | 2 | 448,342 | - | - | 448,342 | 33,741) ( |
100 | 33,741) ( |
313,020 | - | - |
| Kunshan Kaishuo Trading Co., Ltd. |
Mechanical equipment and accessories, wire and cable, air conditioning equipment, building and decoration material, lighting equipment, kitchen appliance, water cleaner, pipeline and accessories, fire safety equipment, compressor and accessories, wholesale of elevators and appliances, import and export and advisory services |
30,198 | 2 | 30,198 | - | - | 30,198 | 2,210 | 100 | 2,210 | 27,543 | - | - |
| Shanghai Huihei Advertisment Co., Ltd. |
Advertising design and marketing | 4,850 | 3 | - | - | - | - | 64 | 100 | 64 | 5,604 | - | - |
| Shanghai Huizhuan Restaurant Management Co., Ltd. |
Catering business management | 22,884 | 3 | - | - | - | - | 11,934) ( |
100 | 11,934) ( |
27,063) ( |
- | - |
| Xiamen Lejing Internet Bar Co., Ltd. |
Internet café and internet message service | 465 | 3 | - | - | - | - | 3,357 | 100 | 3,357 | - | - | - |
Note 1: Investment methods are classified into the following three categories; fill in the number of category each case belongs to:
(1) Directly invest in a company in Mainland China.
(2) Through investing in an existing company in the third area, which then invested in the investee in Mainland China.
(3) Others
Note 2: In the ‘Investment income (loss) recognised by the Company for year ended December 31, 2020 was reviewed by independent auditors.
Note 3: The numbers in this table are expressed in New Taiwan dollars.
332
| Ceiling on | |||||
|---|---|---|---|---|---|
| investments in | |||||
| Mainland China | |||||
| Accumulated amount of | Investment amount approved by the | imposed by the | |||
| remittance from Taiwan to | Investment Commission of the | Investment | |||
| Mainland China as of | Ministry of Economic Affairs | Commission of | |||
| Companyname | December 31,2020 | (MOEA) | MOEA | ||
| CLEVO CO. | $ 13,393,300 | $ | 15,095,064 |
$ | 23,927,483 |
| (USD | 421,680 thousand of USD) | (USD 466,227 thousand of USD) |
-
Note 1: According to the amended regulation, "The Principle of Investment and Technical Cooperation in China", issued by Ministry of Economic Affairs on August 29, 2008 (No. 09704604680), the investor can only make an investment toward China up to 60% of its individual or consolidated net worth, whichever is larger. The ultimate limit of investment is 60% of the consolidated net worth. (39,879,138x 60% = 23,927,483)
-
Note 2: It has been liquidated as of December 31, 2020, and has been approved to invest US$4,120,000 by the Ministry of Economic Affairs.
-
Note 3: As of December 31, 2020, the capital increased by the earnings extension which has been approved by the Ministry of Economic Affairs for an investment of US$30,426,900.
-
Note 4: Guiyang Buynow Electronic Information Co., Ltd. has been approved by the Ministry of Economic Affairs for an investment of US$10,000,000. However, it remains unremitted until December 31, 2020.
333
CLEVO CO. and Subsidiaries Major shareholders information December 31, 2020
Table 11
| Name of majorshareholders | Shares | Shares |
|---|---|---|
| Name ofsharesheld | Ownership (%) | |
| Kent Hsu Huatai Investment Co., Ltd. |
51,701,335 37,326,144 |
7.71% 5.57% |
334
INDEPENDENT AUDITORS’ REPORT
To the Board of Directors and Shareholders of Clevo Co.
PWCR 20004947
Opinion
We have audited the accompanying parent company only balance sheets of Clevo Co. (the “Company”) as at December 31, 2020 and 2019, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, financial position of the Company as at December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for opinion
We conducted our audit of the parent company only financial statements as of and for the year ended December 31, 2020 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China; and in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Rule No. Financial-Supervisory-SecuritiesAuditing-1090360805 issued by the Financial Supervisory Commission on February 25, 2020 and generally accepted auditing standards in the Republic of China for our audit of the parent company only financial statements as of and for the year ended December 31, 2019. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe 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 company’s 2020 parent company only financial statements. These matters were
335
addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Refer to Note 6(5) for the subsidiaries held by the Company as of December 31, 2020. As the financial position and financial performance of those subsidiaries were material to the Company’s parent company only financial statements, their key audit matters - Valuation of inventories and Valuation of investment properties were included in the Company’s key audit matters.
Key audit matters for the Company’s 2020 parent company only financial statements are stated as follows:
Valuation of investment properties
Description
Refer to Note 4(16) for accounting policies on investment properties, Note 5(2) for uncertainty of accounting estimates and assumptions in relation to the fair value measurement of investment properties, and Note 6(8) for details of investment properties.
The Company measures investment properties with fair value model. The fair value measurement is based on income approach and the discounted cash flow by using estimated future rental income less essential costs, and obtaining the valuation report by appraiser as valuation basis in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
The discount rate and future rental income used as the basis of fair value measurement mentioned above involves future prediction, and the estimated result has a significant impact on fair value measurement. Therefore, we consider the valuation of investment properties as a key audit matter. How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
-
Examined the analysis period and assumption methods used in the valuation report in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
-
Evaluated the reasonableness of rental earnings related to individual investment property, current market rents for similar comparable properties, rental growth rate and industry forecast reports.
-
Evaluated the reasonableness of discount rate used in valuation and capital costs caused by local property environment.
336
Valuation of inventories
Description
Refer to Note 4(12) for accounting policy on the valuation of inventories, Note 5(2) for uncertainty of accounting estimations and assumptions in relation to inventory valuation, and Note 6(4) for the details of inventory valuation.
The Company is primarily engaged in manufacturing and sales of notebook computers. Due to rapid technological innovations, short lifespan of electronic products and fluctuations in market prices, there is a higher risk for inventory losses due from market value decline or obsolescence.
The Company recognises inventories at the lower of cost and net realizable value, and the net realizable value is estimated based on the age and the damage of inventory. As the amounts of inventories are material, the types of inventories vary, and the estimation of net realizable value is subject to management’s judgment, we consider the allowance for inventory valuation losses a key audit matter.
How our audit addressed the matter
We performed the following procedures in respect of the above key audit matter:
-
Ensured consistent application of accounting policies in relation to allowance for inventory valuation losses and assessed the reasonableness of these policies.
-
Obtained the listings of lower of cost or net realizable value and obsolescence losses amount, sampled and inspected related supporting documents. Calculated the accuracy and assessed reasonableness of the estimation of net realizable value.
-
Verified information obtained from physical inventory of notebook computer, and inquired management and relevant staff if the inventory is identified as slow-moving, surplus, obsolete or damaged.
Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
337
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditors’ responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists
338
related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
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Wu, Han-Chi
Liang, Hua-Ling
For and on behalf of PricewaterhouseCoopers, Taiwan March 26, 2021
------------------------------------------------------------------------------------------------------------------------------------------------The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
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| Assets | December31,2020 Notes AMOUNT % 6(1) $3,367,52556(2) 959,37126(1) and 8 1,022,72026(3) 2,064,02937 1,440,20327 --6(4) 662,07917 81,383-101,638-9,698,948156(5) 53,438,651816(6) and 8 335,25816(8) and 8 1,921,453310,385-6(26) 177,256-5,605-8,248-55,896,85685$65,595,804100(Continued) |
December31,2019 | December31,2019 |
|---|---|---|---|
AMOUNT$5,878,402606,0511,520,8991,846,4891,252,7151,433,101349,365113,505186,94613,187,47352,898,758338,9891,579,38110,933132,1816,65512,44954,979,346$68,166,819 |
% | ||
| Current assets 1100 Cash and cash equivalents 1110 Current financial assets at fair value through profit or loss 1136 Current financial assets at amortised cost 1170 Accounts receivable, net 1180 Accounts receivable due from related parties, net 1210 Other receivables due from related parties 130X Inventories 1410 Prepayments 1479 Other current assets 11XX Current Assets Non-current assets 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1760 Investment property, net 1780 Intangible assets 1840 Deferred tax assets 1920 Refundable deposits 1990 Other non-current assets 15XX Non-current assets 1XXX Total assets |
912322--- |
||
19 |
|||
7812---- |
|||
81 |
|||
100 |
|||
341
| Liabilities and Equity | December31,2020 December31,2019 Notes AMOUNT % AMOUNT % 6(9) $5,362,0008$7,697,000126(2) 15,781-1,008-6(19) 55,386-34,360-12,029-12,851-386,786188,533-312,0611352,95517 --104,410-6(13) 53,523-50,523-6(10)(11) 2,855,7144760,000124,696-21,352-9,077,976149,122,992146(10) 5,000,00075,000,00076(11) 10,942,8571713,430,000206(26) 677,4431616,93119,492-12,199-6(12)(14) and 7 8,898-189,436-16,638,6902519,248,5662825,716,6663928,371,558426(15) 6,697,630106,697,630106(16) 95,864-333,951-6(17) 1,831,20631,724,342236,717,2725636,131,662531,118,86821,100,73926(18) (4,928,011 ) (8) (4,836,021 ) (7 )6(15) (1,653,691 ) (2) (1,357,042 ) (2 )39,879,1386139,795,261589 11 $65,595,804100$68,166,819100 |
|---|---|
| Current liabilities 2100 Short-term borrowings 2120 Current financial liabilities at fair value through profit or loss 2130 Current contract liabilities 2150 Notes payable 2170 Accounts payable 2200 Other payables 2220 Other payables to related parties 2250 Provisions for liabilities - current 2320 Long-term liabilities, current portion 2399 Other current liabilities 21XX Current Liabilities Non-current liabilities 2530 Corporate bonds payable 2540 Long-term borrowings 2570 Deferred tax liabilities 2645 Deposits received 2670 Other non-current liabilities 25XX Non-current liabilities 2XXX Total Liabilities Equity Share capital 3110 Common stock Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 3500 Treasury stocks 3XXX Total equity Significant contingent liabilities and unrecognised contract commitment Significant events after the balance sheet date 3X2X Total liabilities and equity |
342
| Items | Year ended December 31 2020 2019 Notes AMOUNT % AMOUNT % 6(19) $16,209,091100$15,372,5461006(4)(24)(25) and 7 (14,552,181 ) (90) (14,238,519) (92 )1,656,910101,134,02782,743-2,713-(2,713)-65-1,656,940101,136,80586(24)(25) (176,301 ) (1) (200,948) (1 )(336,578 ) (2) (419,612) (3 )(547,461 ) (3) (561,325) (4 )12(2) (1,500 )---(1,061,840) (6)(1,181,885)(8)595,1004(45,080)-6(20) and 7 55,458-139,66316(21) 135,6291222,13316(22) (235,258 ) (2)93,60716(23) and 7 (382,188 ) (2) (411,871) (3 )505,22731,211,100878,868-1,254,6328673,96841,209,55286(26) (7,024 )-(140,913) (1 )$666,9444$1,068,63976(12) $54,574-$4,189-6(26) (10,915 )-(838)-43,659-3,351-6(18) (92,139 )-(2,149,814) (14 )6(26) 149-34,476-(91,990 )-(2,115,338) (14 )($48,331)-( $2,111,987)(14)$618,6134( $1,043,348) (7 )6(27) $1.12$1.756(27) $1.11$1.74 |
|---|---|
| 4000 Sales revenue 5000 Operating costs 5900 Net operating margin 5910 Unrealized profit from sales 5920 Realized (loss) profit from sales 5950 Net operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Impairment gain and reversal of impairment loss determined in accordance with IFRS 9 6000 Total operating expenses 6900 Operating profit (loss) Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of profit of associates and joint ventures accounted for using equity method, net 7000 Total non-operating revenue and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 8311 Gain on remeasurements on defined benefit plans 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8310 Other comprehensive income that will not be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8399 Income tax related to the components of other comprehensive income 8360 Other comprehensive loss that will be reclassified to profit or loss 8300 Total other comprehensive loss for the year 8500 Total comprehensive income (loss) for the year Basic earnings per share 9750 Basic earnings per share Diluted earnings per share 9850 Diluted earnings per share |
343
| Year 2019 Balance at January 1,2019 $ 6,797,630$832,968$149,571Profit (loss) ---Other comprehensive income 6(18) ---Total comprehensive income ---Appropriations of 2018 earnings 6(17) Legal reserve ---Special reserve ---Cash dividends ---Cash dividends distributed from additional paid-in capital 6(17) -(513,810 )-Adjustment to capital surplus arising from dividends paid to subsidiaries --27,047Treasury stock acquired 6(28) ---Treasury stock retired 6(15) (100,000 )(12,254 ) (149,571 )Balance at December 31,2019 $ 6,697,630$306,904$27,047Year 2020 Balance at January 1,2020 $ 6,697,630$306,904$27,047Profit (loss) ---Other comprehensive income 6(18) ---Total comprehensive income ---Appropriations of 2019 earnings 6(17) Legal reserve ---Special reserve ---Reversal of special reserve ---Cash dividends distributed from additional paid-in capital 6(17) -(248,906 )-Adjustment to capital surplus arising from dividends paid to subsidiaries --10,819Treasury stock acquired 6(28) ---Balance at December 31,2020 $ 6,697,630$57,998$37,866 |
$ 1,578,852$ 34,937,216$ 1,547,516($ 2,741,605 ) --1,068,639---3,351(2,115,338 )--1,071,990(2,115,338 )145,490-(145,490 )--1,194,446(1,194,446 )---(128,453 )---------------(50,378 )-$ 1,724,342$ 36,131,662$ 1,100,739($ 4,856,943 ) $ 1,724,342$ 36,131,662$ 1,100,739($ 4,856,943 ) --666,944---43,659(91,990 )--710,603(91,990 )106,864-(106,864 )--993,875(993,875 )--(408,265 )408,265-------------$ 1,831,206$ 36,717,272$ 1,118,868($ 4,948,933 ) |
$20,922( $ 1,283,228 ) $ 41,839,842--1,068,639--(2,111,987 )--(1,043,348 )--------(128,453 )--(513,810 )--27,047-(386,017 )(386,017 )-312,203-$20,922( $ 1,357,042 ) $ 39,795,261$20,922( $ 1,357,042 ) $ 39,795,261--666,944--(48,331 )--618,613-----------(248,906 )--10,819-(296,649 ) (296,649 )$20,922( $ 1,653,691 ) $ 39,879,138 |
|---|---|---|
344
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
|---|---|---|---|---|---|---|---|
| Profit before tax | $ |
673,968 |
$ |
1,209,552 |
|||
| Adjustments | |||||||
| Adjustments to reconcile profit (loss) | |||||||
| Depreciation | 6(6)(24) | 12,359 |
12,037 |
||||
| Amortisation | 6(24) | 7,603 |
6,671 |
||||
| Expected credit loss | 12(2) | 1,500 |
- |
||||
| Net gain on financial assets measured at fair | 6(22) | ||||||
| value through profit or loss | ( |
88,443 ) |
( |
184,213 ) |
|||
| Interest expense | 6(23) | 382,188 |
411,871 |
||||
| Interest income | 6(20) | ( |
55,458 ) |
( |
139,663 ) |
||
| Dividend income | 6(21) | ( |
30,194 ) |
( |
25,897 ) |
||
| Share of profit of associates and joint ventures | 6(5) | ||||||
| accounted for under the equity method | ( |
505,227 ) |
( |
1,211,100 ) |
|||
| Loss (gain) on disposal of investments | 6(22) | 95,088 |
( |
35,776 ) |
|||
| Gain on adjustments of investment properties at | 6(8)(22) | ||||||
| fair value | ( |
342,072 ) |
( |
2,476 ) |
|||
| Changes in operating assets and liabilities | |||||||
| Changes in operating assets | |||||||
| Financial assets measured at fair value | |||||||
| through profit or loss | ( |
345,192 ) |
270,875 |
||||
| Accounts receivable, net | ( |
406,528 ) |
( |
861,322 ) |
|||
| Inventories | ( |
312,714 ) |
( |
55,722 ) |
|||
| Prepayments | 32,122 |
1,118,568 |
|||||
| Other current assets | 100,076 |
( |
59,571 ) |
||||
| Changes in operating liabilities | |||||||
| Contract liabilities | 21,026 |
9,978 |
|||||
| Notes payable | ( |
822 ) |
( |
2,219 ) |
|||
| Accounts payable | 298,253 |
( |
182,432 ) |
||||
| Other payables | ( |
36,206 ) |
16,855 |
||||
| Provisions for liabilities - current | 3,000 |
- |
|||||
| Other current liabilities | 3,344 |
12,213 |
|||||
| Other non-current liabilities | ( |
8,613 ) |
( |
8,272 ) |
|||
| Cash (outflow) inflow generated from operations | ( |
500,942 ) |
299,957 |
||||
| Interest received | 65,703 |
144,989 |
|||||
| Dividends received | 30,194 |
25,897 |
|||||
| Cash dividend accounted for under equity method | 31,807 |
983,540 |
|||||
| Income taxes paid | ( |
2,352 ) |
( |
204,334 ) |
|||
| Interest paid | ( |
386,876 ) |
( |
420,992 ) |
|||
| Net cash flows (used in) from operating | |||||||
| activities | ( |
762,466 ) |
829,057 |
(Continued)
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| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||
|---|---|---|---|---|---|---|---|
| Acquisition of property, plant and equipment |
6(6) | ($ |
8,628 ) |
($ |
10,289 ) |
||
| Decrease in refundable deposits | 1,050 |
1,330 |
|||||
| Acquisition of intangible assets | ( |
7,055 ) |
( |
12,632 ) |
|||
| Decrease (increase) in other receivables | 1,433,101 |
( |
1,421,437 ) |
||||
| Decrease in other non-current assets | 4,201 |
1,716 |
|||||
| Decrease in financial assets at amortized cost - | |||||||
| current | 498,179 |
1,889,023 |
|||||
| Acquisition of investments accounted for under | |||||||
| equity method | - |
( |
1,000,000 ) |
||||
| Net cash flows from (used in) investing | |||||||
| activities | 1,920,848 |
( |
552,289 ) |
||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||
| Increase in short-term borrowings | 77,852,431 |
63,587,471 |
|||||
| Decrease in short-term borrowings | ( |
80,187,431 ) |
( |
59,485,261 ) |
|||
| Increase in long-term borrowings | 19,170,000 |
25,190,000 |
|||||
| Repayments of long-term borrowings | ( |
19,361,429 ) |
( |
28,755,000 ) |
|||
| Increase (decrease) in guarantee deposit | ( |
2,707 ) |
651 |
||||
| Increase (decrease) in other payables - related |
7 | ||||||
| parties | ( |
104,410 ) |
13,000 |
||||
| Decrease in long-term payables - related parties |
7 | ( |
117,351 ) |
( |
2,698 ) |
||
| Cash dividends paid |
6(17) | ( |
248,906 ) |
( |
642,262 ) |
||
| Acquisition of treasury stock |
6(28) | ( |
296,649 ) |
( |
403,475 ) |
||
| Issuance of corporate bonds |
6(10) | - |
5,000,000 |
||||
| Repayments of corporate bonds | ( |
200,000 ) |
( |
4,800,000 ) |
|||
| Financing activities for investee accounted for under | |||||||
| equity method | ( |
257,342 ) |
- |
||||
| Proceeds from capital reduction of investments | |||||||
| accounted for under equity method | 109,577 |
1,159,168 |
|||||
| Net cash flows (used in) from financing | |||||||
| activities | ( |
3,644,217 ) |
861,594 |
||||
| Changes in exchange rates | ( |
25,042 ) |
( |
35,440 ) |
|||
| Net (decrease) increase in cash and cash equivalents | ( |
2,510,877 ) |
1,102,922 |
||||
| Cash and cash equivalents at beginning of year | 5,878,402 |
4,775,480 |
|||||
| Cash and cash equivalents at end of year | $ |
3,367,525 |
$ |
5,878,402 |
346
CLEVO CO.
NOTES TO THE PARENT COMPANY ONLY FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
1. HISTORY AND ORGANISATION
Clevo Co. (the “Company”) was incorporated as a company limited by shares under the provisions of the Company Act of the Republic of China (R.O.C.). The Company is primarily engaged in the design, manufacture and sales of VDUs, computers and peripheral devices.
2. THE DATE OF AUTHORISATION FOR ISSUANCE OF THE FINANCIAL STATEMENTS AND
PROCEDURES FOR AUTHORISATION
These parent company only financial statements were authorised for issuance by the Board of Directors on March 26, 2021.
3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS
(1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) as endorsed by the Financial Supervisory Commission (“FSC”)
Effective date by International Accounting New Standards, Interpretations and Amendments Standards Board Amendments to IAS 1 and IAS 8, ‘Disclosure initiative-definition of January 1, 2020 material’ Amendments to IFRS 3, ‘Definition of a business’ January 1, 2020 Amendments to IFRS 9, IAS 39 and IFRS7 ,‘Interest rate benchmark January 1, 2020 reform’
Amendment to IFRS 16, ‘Covid-19-related rent concessions’ Note : Earlier application from January 1, 2020 is allowed by FSC.
January 1, 2020 (Note)
The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment. (2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted
by the Company
| by the Company | |
|---|---|
| New Standards,Interpretations andAmendments | Effective date by International Accounting StandardsBoard |
| Amendments to IFRS 4, ‘Extension of the temporary exemption from applying IFRS 9’ Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16, ‘Interest Rate Benchmark Reform— Phase 2’ |
January 1, 2021 January 1, 2021 |
The above standards and interpretations have no significant impact to the Company’s financial
347
condition and financial performance based on the Company’s assessment.
(3) IFRSs issued by IASB but not yet endorsed by the FSC
Effective date by International Accounting New Standards, Interpretations and Amendments Standards Board Amendments to IFRS 3, ‘Reference to the conceptual framework’ January 1, 2022 Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets To be determined by between an investor and its associate or joint venture’ International Accounting Standards Board IFRS 17, ‘Insurance contracts’ January 1, 2023 Amendments to IFRS 17, 'Insurance contracts' January 1, 2023 Amendments to IAS 1, ‘Classification of liabilities as current or nonJanuary 1, 2023 current’ Amendments to IAS 1, ‘Disclosure of accounting policies’ January 1, 2023 Amendments to IAS 8, ‘Definition of accounting estimates’ January 1, 2023 Amendments to IAS 16, ‘Property, plant and equipment:proceeds January 1, 2022 before intended use’ Amendments to IAS 37, ‘Onerous contracts—cost of fulfilling a January 1, 2022 Annual improvements to IFRS Standards 2018–2020 January 1, 2022
The above standards and interpretations have no significant impact to the Company’s financial
condition and financial performance based on the Company’s assessment.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these financial statements are set out
below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
- (1) Compliance statement
The financial statements of the Company have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
-
(2) Basis of preparation
-
A. Except for the following items, the financial statements have been prepared under the historical cost convention:
-
(a) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.
-
(b) Investment property measured at fair value.
-
(c) Defined benefit liabilities recognised based on the net amount of pension fund assets less present value of defined benefit obligation.
348
-
B. The preparation of financial statements in conformity with International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”) requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 5.
-
(3) Foreign currency translation
-
Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The financial statements are presented in “New Taiwan Dollars”, which is the Company’s functional currency and the Company’s presentation currency.
-
A. Foreign currency transactions and balances
-
(a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in profit or loss in the period in which they arise.
-
(b) Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognised in profit or loss.
-
(c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in other comprehensive income. However, nonmonetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.
-
(d) All other foreign exchange gains and losses based on the nature of those transactions are presented in the statement of comprehensive income within ‘other gains and losses’.
-
B. Translation of foreign operations
-
(a) The operating results and financial position of all the Company entities, associates and joint arrangements that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
-
i. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;
-
ii. Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and
-
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iii. All resulting exchange differences are recognised in other comprehensive income.
-
(b) When the foreign operation partially disposed of or sold is an associate or joint arrangement, exchange differences that were recorded in other comprehensive income are proportionately reclassified to profit or loss as part of the gain or loss on sale. In addition, even when the Company retains partial interest in the former foreign associate or joint arrangement after losing significant influence over the former foreign associate, or losing joint control of the former joint arrangement, such transactions should be accounted for as disposal of all interest in these foreign operations.
-
(c) When the foreign operation partially disposed of or sold is a subsidiary, cumulative exchange differences that were recorded in other comprehensive income are proportionately transferred to the non-controlling interest in this foreign operation. In addition, even when the Company retains partial interest in the former foreign subsidiary after losing control of the former foreign subsidiary, such transactions should be accounted for as disposal of all interest in the foreign operation.
(4) Classification of current and non-current items
-
A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:
-
(a) Assets arising from operating activities that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;
-
(b) Assets held mainly for trading purposes;
-
(c) Assets that are expected to be realised within twelve months from the balance sheet date;
-
(d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities more than twelve months after the balance sheet date.
-
B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:
-
(a) Liabilities that are expected to be settled within the normal operating cycle;
-
(b) Liabilities arising mainly from trading activities;
-
(c) Liabilities that are to be settled within twelve months from the balance sheet date;
-
(d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
(5) Cash equivalents
- Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.
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-
(6) Financial assets at fair value through profit or loss
-
A. Financial assets at fair value through profit or loss are financial assets that are not measured at amortised cost or fair value through other comprehensive income.
-
B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognised and derecognised using trade date accounting.
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C. At initial recognition, the Company measures the financial assets at fair value and recognises the transaction costs in profit or loss. The Company subsequently measures the financial assets at fair value, and recognises the gain or loss in profit or loss.
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D. The Company recognises the dividend income when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Company and the amount of the dividend can be measured reliably.
(7) Financial assets at amortised cost
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A. Financial assets at amortised cost are those that meet all of the following criteria:
-
(a) The objective of the Company’s business model is achieved by collecting contractual cash flows.
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(b) The assets’ contractual cash flows represent solely payments of principal and interest.
-
B. On a regular way purchase or sale basis, financial assets at amortised cost are recognised and derecognised using trade date accounting.
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C. At initial recognition, the Company measures the financial assets at fair value plus transaction costs. Interest income from these financial assets is included in finance income using the effective interest method. A gain or loss is recognised in profit or loss when the asset is derecognised or impaired.
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D. The Company’s time deposits which do not fall under cash equivalents are those with a short maturity period and are measured at initial investment amount as the effect of discounting is immaterial.
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(8) Accounts and notes receivable
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A. Accounts and notes receivable entitle the Company a legal right to receive consideration in exchange for transferred goods or rendered services.
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B. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
(9) Impairment of financial assets
- For debt instruments measured at fair value through other comprehensive income and financial assets at amortised cost including accounts receivable or contract assets that have a significant financing component, at each reporting date, the Company recognises the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognises the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable or contract assets that
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do not contain a significant financing component, the Company recognises the impairment provision for lifetime ECLs.
(10) Derecognition of financial assets
The Company derecognises a financial asset when one of the following conditions is met:
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A. The contractual rights to receive the cash flows from the financial asset expire.
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B. The contractual rights to receive cash flows of the financial asset have been transferred and the Company has transferred substantially all risks and rewards of ownership of the financial asset.
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C. The contractual rights to receive cash flows of the financial asset have been transferred; however, the Company has not retained control of the financial asset.
- (11) Leasing arrangements (lossor) operating leases
Lease income from an operating lease (net of any incentives given to the lessee) is recognised in profit or loss on a straight-line basis over the lease term.
-
(12) Inventories
-
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted-average method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads (allocated based on normal operating capacity). It excludes borrowing costs. The item by item approach is used in applying the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses.
(13) Investments accounted for using equity method / subsidiaries
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A. Subsidiaries refer to the entities (including special purpose entities) that the Company has control over their financial and operating policies and own more than 50% of voting shares directly or indirectly. The Company evaluates investments in subsidiaries accounted under equity method in these parent company only financial statements.
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B. Unrealised profit (loss) occurred from the transactions between the Company and subsidiaries have been offset. The accounting policies of the subsidiaries have been adjusted to comply with the Company’s accounting policies.
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C. The Company’s share of its subsidiaries’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Company’s share of losses in a subsidiary equals or exceeds its interest in the subsidiary, the Company continues to recognise losses proportionate to its ownership.
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D. Pursuant to the Regulations Governing the Preparation of Financial Reports by Securities Issuers, profit (loss) of the current period and other comprehensive income in the parent company only financial statements shall equal to the amount attributable to owners of the parent in the consolidated financial statements. Owners’ equity in the parent company only financial statements shall equal to equity attributable to owners of the parent in the consolidated financial
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statements.
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(14) Joint operation and investment accounted for using equity method joint ventures Investment of joint arrangements are classified as joint ventures based on its contractual rights and obligations.
Investment accounted for using equity method - joint ventures
- The Company accounts for its interest in a joint venture using equity method. Unrealised profits and losses arising from the transactions between the Company and its joint venture are eliminated to the extent of the Company’s interest in the joint venture. However, when the transaction provides evidence of a reduction in the net realisable value of current assets or an impairment loss, all such losses shall be recognised immediately. When the Company’s share of losses in a joint venture equals or exceeds its interest in the joint venture together with any other unsecured receivables, the Company does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the joint venture.
(15) Property, plant and equipment
-
A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.
-
B. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
-
C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.
-
D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:
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| Buildings and structures | |
|---|---|
| (including the auxiliary equipment with useful lives of 2 to 10 years) | 2 ~ 50 years |
| Machinery and equipment | 3 ~ 5 years |
| Computer and communication equipment | 2 ~ 5 years |
| Transportation equipment | 1 ~ 5 years |
| Other equipment | 3 ~ 5 years |
(16) Investment property
An investment property is stated initially at its cost and measured subsequently using the fair value model. A gain or loss arising from a change in the fair value of investment property is recognised in profit or loss.
(17) Intangible assets
Computer software
Computer software is stated at cost and amortised on a straight-line basis over its estimated useful life of 3 to 6 years.
(18) Impairment of non-financial assets
- The Company assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. When the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortised historical cost would have been if the impairment had not been recognised.
(19) Borrowings
-
A. Borrowings comprise long-term and short-term bank borrowings and other long-term and shortterm loans. Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.
-
B. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.
(20) Notes and accounts payable
-
A. Accounts payable are liabilities for purchases of raw materials, goods or services and notes payable are those resulting from operating and non-operating activities.
-
B. The short-term notes and accounts payable without bearing interest are subsequently measured
354
at initial invoice amount as the effect of discounting is immaterial.
(21) Financial liabilities at fair value through profit or loss
-
A. Financial liabilities are classified in this category of held for trading if acquired principally for the purpose of repurchasing in the short-term. Derivatives are also categorised as financial liabilities held for trading unless they are designated as hedges.
-
B. At initial recognition, the Company measures the financial liabilities at fair value. All related transaction costs are recognised in profit or loss. The Company subsequently measures these financial liabilities at fair value with any gain or loss recognised in profit or loss.
(22) Bonds payable
- Ordinary corporate bonds issued by the Company are initially recognised at fair value less transaction costs. Any difference between the proceeds (net of transaction costs) and the redemption value is presented as an addition to or deduction from bonds payable, which is amortised to profit or loss over the period of bond circulation using the effective interest method as an adjustment to ‘finance costs’.
(23) Derecognition of financial liabilities
- A financial liability is derecognised when the obligation specified in the contract is either discharged or cancelled or expires.
(24) Offsetting financial instruments
- Financial assets and liabilities are offset and reported in the net amount in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.
(25) Financial guarantee contracts
- A financial guarantee contract is a contract that requires the Group to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with the original or modified terms of a debt instrument. At initial recognition, the Group measures financial guarantee contracts at fair value and subsequently at the higher of the amount of provisions determined by the expected credit losses and the cumulative gains that were previously recognised.
(26) Non-hedging derivatives
- Non-hedging derivatives are initially recognised at fair value on the date a derivative contract is entered into and recorded as financial assets or financial liabilities at fair value through profit or loss. They are subsequently remeasured at fair value and the gains or losses are recognised in profit or loss.
(27) Provisions
Warranties provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated.
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(28) Employee benefits
A. Short-term employee benefits
Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as expense in that period when the employees render service.
-
B. Pensions
-
(a) Defined contribution plan
For defined contribution plan, the contributions are recognised as pension expense when they are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of a cash refund or a reduction in the future payments.
-
(b) Defined benefit plan
-
i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Company in current period or prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability; when there is no deep market in high-quality corporate bonds, the Company uses interest rates of government bonds (at the balance sheet date) instead.
-
ii. Remeasurements arising on defined benefit plan are recognised in other comprehensive income in the period in which they arise and are recorded as retained earnings.
-
-
C. Employees’ compensation and directors’ and supervisors’ remuneration
-
Employees’ compensation and directors’ and supervisors’ remuneration are recognised as expense and liability, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employee compensation is paid by shares, the Company calculates the number of shares based on the closing price at the previous day of the board meeting resolution.
(29) Income tax
-
A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.
-
B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate
356
and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.
-
C. Deferred tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. However, the deferred tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
-
D. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred tax assets are reassessed.
-
E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realise the asset and settle the liability simultaneously.
-
F. A deferred tax asset shall be recognised for the carryforward of unused tax credits resulting from acquisitions of equipment or technology, research and development expenditures and equity investments to the extent that it is possible that future taxable profit will be available against which the unused tax credits can be utilised.
(30) Share capital
-
A. Ordinary shares are classified as equity.
-
B. Where the Company repurchases the Company’s equity share capital that has been issued, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders. Where such shares are subsequently reissued, the difference between their book value and any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company’s equity holders.
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(31) Dividends
- Dividends are recorded in the Company’s financial statements in the period in which they are resolved by the Company’s shareholders. Cash dividends are recorded as liabilities; stock dividends are recorded as stock dividends to be distributed and are reclassified to ordinary shares on the effective date of new shares issuance.
(32) Revenue recognition
-
A. Sales of goods
-
(a) The Company designs, manufactures and sells a range of video display devices, computers and peripheral products. Sales are recognised when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, or the Company has objective evidence that all criteria for acceptance have been satisfied. The sales usually are made with a credit term of 30 days to 120 days. As the time interval between the transfer of committed goods or service and the payment of customer does not exceed one year, the Company does not adjust the transaction price to reflect the time value of money.
-
(b) The Company’s obligation to provide a refund for faulty products under the standard warranty terms is recognised as a provision.
-
(c) A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
B Incremental costs of obtaining a contract
Given that the contractual period lasts less than one year, the Company recognises the incremental costs of obtaining a contract as an expense when incurred although the Company expects to recover those costs.
5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY
The preparation of these financial statements requires management to make critical judgements in applying the Company’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; and the related information is addressed below:
358
(1) Critical judgements in applying the Company’s accounting policies None.
(2) Critical accounting estimates and assumptions
- A. Evaluation of inventories
As inventories are stated at the lower of cost and net realisable value, the Company must determine the net realisable value of inventories on balance sheet date using judgements and estimates. Due to the rapid technology innovation, the Company evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realisable value. Such an evaluation of inventories is principally based on the demand for the products within the specified period in the future. Therefore, there might be material changes to the evaluation.
As of December 31, 2020, the carrying amount of inventories was $662,079.
- B. Investment property measured at fair value
The Company assesses the fair value of investment property based on the professional judgement of appraiser, and determines the future cash flows of the investment property, discount rate and the future possible income and expenses arising from the assets depending on how assets are utilised and industrial characteristics. Any changes of economic circumstances or estimates due to the change of strategy might cause material effect in amount of investment property measured at fair value.
As of December 31, 2020, the carrying amount of investment property was $1,921,453.
6. DETAILS OF SIGNIFICANT ACCOUNTS
(1)Cash and cash equivalents
| TAILS OF SIGNIFICANT ACCOUNTS Cash and cash equivalents |
||||
|---|---|---|---|---|
| Cash on hand and revolving funds Checking accounts and demand deposits Time deposits |
December31,2020 | December31,2019 | ||
| 277 $ 1,091,472 2,275,776 3,367,525 $ |
188 $ 3,297,432 2,580,782 5,878,402 $ |
-
A. The Company transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.
-
B. Cash and cash equivalents amounting to $1,022,720 and $1,520,899 were pledged to others as collateral, and were classified as other financial assets at amortised cost and other financial assets as of December 31, 2020 and 2019, respectively.
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(2)Financial assets at fair value through profit or loss
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----- Start of picture text -----
Assets items December 31, 2020 December 31,2019
Current items:
Financial assets mandatorily measured
at fair value through profit or loss
Listed stocks $ 468,167 $ 489,716
-
Beneficiary certificates $ 271,653 $
Valuation adjustment 219,551 116,335
$ 959,371 $ 606,051
Liabilities items December 31, 2020 December 31,2019
Current items:
Financial liabilities designated as at fair
value through profit or loss
Forward foreign exchange contracts $ 15,781 $ 1,008
$ 15,781 $ 1,008
----- End of picture text -----
- A. Amounts recognised in profit or loss in relation to financial assets (liabilities) at fair value through profit or loss are listed below:
| Financial assets (liabilities) mandatorily measured at fair value through profit or loss Equity instruments Beneficiary certificates Derivatives |
December31,2020 | December31,2019 | |
|---|---|---|---|
| 28,106) ($ 26,884 5,423) ( 6,645) ($ |
220,997 $ - 1,008) ( 219,989 $ |
- B. The Company entered into contracts relating to derivative financial assets which were not accounted for under hedge accounting. The information is listed below:
| Derivative financial assets Current items: Foreign exchange swap Derivative financial liabilities Current items: Forward foreign exchange contracts |
December31,2020 | December31,2020 | |
|---|---|---|---|
| Contract amount (notionalprincipal) |
Contractperiod | ||
| USD$9,000 USD$27,000 |
2020/06/08-2021/06/10 2020/06/08-2021/06/30 |
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December 31, 2019 Contract amount Derivative financial assets (notional principal) Contract period Current items: Forward foreign exchange contracts USD $18,000 2019/12/25-2020/03/05
Forward foreign exchange contracts / Foreign exchange swaps
The Company entered into forward foreign exchange contracts and foreign exchange swaps to sell or buy foreign currency to hedge exchange rate risk of foreign currency and earn the exchange rate spread. However, these forward foreign exchange contracts are not accounted for under hedge accounting.
C. The Company has no financial assets at fair value through profit or loss pledged to others.
- (3)Accounts receivable
| Accounts receivable Accounts receivable - related parties Less: Allowance for uncollectible accounts ( |
December 31, 2020 December 31,2019 2,068,605 $ 1,860,776 $ 1,440,203 1,252,715 4,576) ( 14,287) $ 3,504,232 $ 3,099,204 |
|---|---|
- A. The ageing analysis of accounts receivable and notes receivable that were past due but not impaired is as follows:
| is as follows: | ||
|---|---|---|
| Not past due Up to 30 days 31 to 90 days 91 to 180 days Over 181 days |
3,102,784 $ 398,744 6,598 - 682 3,508,808 $ December31,2020 |
December31,2019 |
| 2,804,050 $ 254,841 35,028 7,309 12,263 |
||
| 3,113,491 $ |
The above ageing analysis was based on past due date.
-
B. As of December 31, 2020, December 31, 2019, and January 1, 2019, the balances of receivables from contracts with customers amounted to $3,508,808, $3,113,491 and $2,252,169, respectively
-
C. The Company has no accounts receivable pledged to others.
-
D. As at December 31, 2020 and 2019, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the Company’s accounts receivable were $3,504,232 and $3,099,204, respectively.
-
E. The Company has taken out credit insurance on accounts receivable from some of the main clients. The Company will get compensation based on the proportion of the agreements.
-
F. Information relating to credit risk of accounts receivable is provided in Note 12(2).
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(4)Inventories
| nventories | ||||||
|---|---|---|---|---|---|---|
| December31,2020 | ||||||
| Allowance for | ||||||
| Cost | valuation loss | Bookvalue | ||||
| Raw materials | $ | 679,330 | ($ | 17,451) | $ | 661,879 |
| Semi-finished goods | 204 | ( | 4) |
200 | ||
| $ | 679,534 | ($ | 17,455) | $ | 662,079 | |
| December 31, 2019 | ||||||
| Allowance for | ||||||
| Cost | valuation loss | Book value | ||||
| Raw materials | $ | 365,843 | ( | 16,478) | $ | 349,365 |
| Finished goods | 369 | ( | 369) |
- | ||
| $ | 366,212 | ($ | 16,847) | $ | 349,365 |
The cost of inventories recognised as expense for the years ended December 31, 2020 and 2019 was $14,552,181 and $14,238,519, including the amounts of $13,493 and $5,555 that the Company wrote down from cost to net realisable value accounted for as cost of goods sold for the years ended December 31, 2020 and 2019, respectively.
(5)Investments accounted for using equity method and Prepayments for investments
A. Investments accounted for using equity method
| Investments accounted for using equity method | |
|---|---|
| December31,2020 Subsidiaries: Kapok Computer Co., Ltd. 56,444 $ Clevo Investment Co., Ltd. 73,558 Clevo (Cayman Islands) Holding Company 43,082,841 Clevo Computer Singapore Pte. Ltd. 7,527,414 Kapok Computer (Samoa) Corporation 1,719,924 Buynow On-line Holding Corporation 8,667) ( Lunaria Investment GK - Joint ventures: TAIPEI TWIN CORPORATION 987,137 53,438,651 $ |
December31,2019 |
| 59,173 $ 76,270 43,159,541 7,482,132 1,130,136 7,951) ( - 999,457 52,898,758 $ |
The related information on subsidiaries is provided in Note 4(3) of consolidated financial statements in 2019.
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B. Joint ventures
(a) The basic information of the joint ventures that are material to the Company is as follows:
Shareholding ratio
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----- Start of picture text -----
Principal place December 31, December 31, Nature of Methods of
Company name of business 2020 2019 relationship measurement
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| Company name of busine |
ss | 2020 2019 |
relationship | measurement |
|---|---|---|---|---|
| TAIPEI TWIN CORPORATION New Taipei |
City | 50% 50% |
Financial investment |
Equity method |
| The summarised financial information of the joint ventures that are material to the Company | ||||
| is as follows | ||||
| Balance sheet | ||||
| TAIPEI TWIN CORPORATION | ||||
| December 31, 2020 | December 31, 2019 | |||
| Cash and cash equivalents | $ | 602,554 | $ | 179,226 |
| Other current assets | 1,002,612 | 1,800 | ||
| Current assets | 1,605,166 | 181,026 | ||
| Financial assets at amortised | ||||
| cost | - | 1,818,653 | ||
| Other non-current assets | 384,876 | - | ||
| Total non-current assets | 384,876 | 1,818,653 | ||
| Total assets | $ | 1,990,042 | $ | 1,999,679 |
| Current liabilities | $ | 15,768 | $ | 764 |
| Total liabilities | $ | 15,768 | 764 | |
| Total net assets | $ | 1,974,274 | $ | 1,998,915 |
| Share in joint venture's net | ||||
| assets | $ | 987,137 | $ | 999,457 |
| Carrying amount of the joint | ||||
| venture | $ | 987,137 | $ | 999,457 |
(b) The summarised financial information of the joint ventures that are material to the Company is as follows
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Statement of comprehensive income
TAIPEI TWIN CORPORATION
| TAIPEI TWIN CORPORATION | TAIPEI TWIN CORPORATION | TAIPEI TWIN CORPORATION | TAIPEI TWIN CORPORATION | TAIPEI TWIN CORPORATION | TAIPEI TWIN CORPORATION | |
|---|---|---|---|---|---|---|
| Year ended December 31, 2020 Year ended December 31, 2019 |
||||||
| Other operating expense | ($ | 25,817) | ($ | 1,733) | ||
| Interest income | 1,678 | 648 | ||||
| Othe gains and losses | ( | 503) |
- | |||
| Profit before income tax | ( | 24,642) | ( | 1,085) | ||
| Income tax expense | - | |||||
| Profit or loss, net of tax | ( | 24,642) | ( | 1,085) | ||
| Total comprehensive income | ($ | 24,642) | ($ | 1,085) | ||
| Dividends received from joint | ||||||
| venture | $ | - | $ | - |
The Company and EPOQUE CORPORATION participated in the land development project of Taipei City Western District Gateway Project-Taipei Main Station Special Zone C1/D1 (Eastern Part) to jointly establish TAIPEI TWIN CORPORATION. The investments amounting to 10 Billion from both the Company and EPOQUE CORPORATION account for 50% of the total investment and the shareholding ratio is 50% for each. TAIPEI TWIN CORPORATION would be jointly controlled by both parties based on the agreement of joint ventures.
(Remainder of page intentionally left blank)
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(6)Property, plant and equipment
==> picture [727 x 350] intentionally omitted <==
----- Start of picture text -----
Computers and
Buildings and communication Transportation
Land structures Machinery equipment equipment Others Total
At January 1, 2020
Cost $ 186,563 $ 197,925 $ 15,469 $ 1,895 $ 2,268 $ 5,613 $ 409,733
Accumulated depreciation - ( 57,537) ( 7,412) ( 869) ( 2,268) ( 2,658) ( 70,744)
$ 186,563 $ 140,388 $ 8,057 $ 1,026 $ - $ 2,955 $ 338,989
2020
Opening net book amount as at
January 1 $ 186,563 $ 140,388 $ 8,057 $ 1,026 $ - $ 2,955 $ 338,989
Additions - 5,396 450 1,170 - 1,612 8,628
Disposals (cost) - ( 2,327) ( 1,751) ( 243) - ( 235) ( 4,556)
Disposals (accumulated
depreciation) - 2,327 1,751 243 - 235 4,556
Depreciation charge - ( 8,137) ( 2,654) ( 498) - ( 1,070) ( 12,359)
Closing net book amount as at
December 31 $ 186,563 $ 137,647 $ 5,853 $ 1,698 $ - $ 3,497 $ 335,258
At December 31, 2020
Cost $ 186,563 $ 200,994 $ 14,168 $ 2,822 $ 2,268 $ 6,990 $ 413,805
Accumulated depreciation - ( 63,347) ( 8,315) ( 1,124) ( 2,268) ( 3,493) ( 78,547)
$ 186,563 $ 137,647 $ 5,853 $ 1,698 $ - $ 3,497 $ 335,258
----- End of picture text -----
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| Computers and | Computers and | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Buildings and | communication | Transportation | ||||||||||||||||||
| Land | structures | Machinery | equipment | equipment | Others | Total | ||||||||||||||
| At January 1, 2018 | ||||||||||||||||||||
| Cost | $ | 186,563 |
$ | 194,953 |
$ | 14,478 | $ | 2,468 | $ | 2,868 |
$ | 6,046 | $ | 407,376 | ||||||
| Accumulated depreciation | - | ( | 53,356) | ( | 6,198) | ( | 1,430) | ( | 2,868) | ( | 2,787) | ( | 66,639) | |||||||
| $ | 186,563 | $ | 141,597 | $ | 8,280 | $ | 1,038 | $ | - | $ | 3,259 | $ | 340,737 | |||||||
| 2019 | ||||||||||||||||||||
| Opening net book amount as at January 1 |
$ | 186,563 |
$ | 141,597 |
$ | 8,280 | $ | 1,038 | $ | - |
$ | 3,259 | $ | 340,737 | ||||||
| Additions | - | 7,306 | 1,800 | 430 | - | 753 | 10,289 | |||||||||||||
| Disposals (cost) | - | ( | 4,333) | ( | 809) |
( | 1,003) | ( | 600) |
( | 1,186) | ( | 7,931) | |||||||
| Disposals (accumulated | ||||||||||||||||||||
| depreciation) | - | 4,333 | 809 | 1,003 | 600 | 1,186 | 7,931 | |||||||||||||
| Depreciation charge | - | ( | 8,515) | ( | 2,023) | ( | 442) |
- | ( | 1,057) | ( | 12,037) | ||||||||
| Closing net book amount as at | ||||||||||||||||||||
| December 31 | $ | 186,563 | $ | 140,388 | $ | 8,057 | $ | 1,026 | $ | - | $ | 2,955 | $ | 338,989 | ||||||
| At December 31, 2018 | ||||||||||||||||||||
| Cost | $ | 186,563 |
$ | 197,925 |
$ | 15,469 | $ | 1,895 | $ | 2,268 |
$ | 5,613 | $ | 409,733 | ||||||
| Accumulated depreciation | - | ( | 57,537) | ( | 7,412) | ( | 869) |
( | 2,268) | ( | 2,658) | ( | 70,744) | |||||||
| $ | 186,563 | $ | 140,388 | $ | 8,057 | $ | 1,026 | $ | - | $ | 2,955 | $ | 338,989 |
A. The property, plant and equipment did not have borrowing costs cpitalised.
B. The significant components of the Company’s buildings and structures, include main construction, steel structure and related equipment of undergroun which are depreciated 50 years and 15 years, respectively.
C. Information about the property, plant and equipment that were pledged to others as collateral is provided in Note 8.
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(7) Leasing arrangements - lessor
-
A. The Company leases various assets including buildings. Rental contracts are typically made for periods of 1 to 5 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. To protect the lessor’s ownership rights on the leased assets, all or certain leased assets may not be lent, subleased, sold or consolidated with other companies, entrusted others for operation or granted in any different form to the third parties.
-
B. For the years ended December 31, 2020 and 2019, the Company recognised rent income in the amounts of $70,529 and $69,125, respectively, based on the operating lease agreement, which does not include variable lease payments.
-
C. The maturity analysis of the lease payments under the operating leases is as follows:
| 2019 2020 2021 2022 2023 |
December31,2020 - $ 70,529 44,602 36,780 19,664 171,575 $ |
December31,2019 |
|---|---|---|
| 68,265 $ 49,052 6,922 - - 124,239 $ |
(8)Investment property
| At January 1 Net gains from fair value adjustment At December 31 |
2020 $ 1,579,381 342,072 1,921,453 $ |
2019 |
|---|---|---|
| $ 1,576,905 2,476 1,579,381 $ |
- A. Rental income from investment property and direct operating expenses arising from investment property are shown below:
| roperty are shown below: | ||
|---|---|---|
| Rental income from investment property Direct operating expenses arising from the investment property that generated rental income during the year |
Year ended December31,2020 |
Year ended December31,2019 |
| 70,529 $ 7,721 $ |
69,125 $ 7,569 $ |
- B. Measurement of investment property at fair value.
The fair value of the investment property held by the Company as at December 31, 2020 and 2019 was $1,921,453 and $1,579,381, respectively, which was valued by independent appraisers. Valuations were made using the income approach which is categorised within Level 3 in the fair value hierarchy. Key assumptions are as follows:
- (a) Investment property is Taiwan-computer segment, the lease terms of investment property for different segments are approximately 1 to 5 years. The comparison information between local
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rent and similar objective property rent is provided in the ‘Summary of fair value disclosure on investment property’ (referred herein as “the following table”).
-
(b) Movements of average occupancy rates in the prior year and earnings in prior years are provided in the following table.
-
(c) The Company adopts the discounted cash flow analysis under income approach. The estimation process of the appraisal method is subject to the determination of the annual rent growth rate range using the comparison information between local rent and similar objective property rent, and takes into consideration vacancy loss to estimate net rent income over the next ten years as future cash inflow and discounted to the date of appraisal with the discount rate described in (d). In addition, considering the ending balance of disposal value of the objective property is calculated based on the operating revenue over the next year starting from the disposal date to estimate remaining lives of the use right at the disposal date, which will be capitalised based on the estimated discount rate and annul rent growth rate as well as discounted to the appraisal date. The market value is calculated based on the ending disposal value plus the present value of rent for each period.
-
Future cash outflow consists expenses directly and necessarily related to leasing such as related fees, utilities and promotion costs; and operating expenses necessarily related to operations (i.e. repair expenses), taxes, insurance fees, and capital expenditures. The rates of changes used in the estimation of future movements are in acccordance with the rent growth rate used in the imputed rent income.
-
(d) The information on the range of discount rates is provided in the following table. The discount rates are determined to take into consideration the interest rate of Chunghwa post's board interest rate for two-year time deposit plus 3 point (current is 1.595%), as well as the Company’s liquidity, risk, value-added and degree of difficulty of management.
-
(e) The appraisal reports adopted by the Company is certified by the real estate appraiser, Charlie Yang from Cushman & Wakefield Limited (referred herein as “Cushman & Wakefield”), respectively. The appraisal dates are January 1, 2021 and 2020.
-
Summary of fair value disclosure on investment property:
| Comparison information between local rent and similar objective property rent (dollar / square or square meter / month) Movements of earnings in the prior year Average occupancy rates |
Year ended December31,2020 |
Year ended December31,2019 |
|---|---|---|
| $642~$898 $70,608 100% |
$639~$660 $65,401 100% |
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Discount rate
December 31, 2020
mber 31, 2020ber 31, 2020r 31, 202031, 20201, 2020, 2020 2020020200 December 31, 2019 3.10% 3.65%
-
C. The fair value information about the investment property is provided in Note 12(3).
-
D. Information about the investment property that was pledged to others as collateral is provided in Note 8.
-
(9)Short term borrowings
Type of borrowings December 31, 2020 Interest rate range Collateral Bank borrowings Bank unsecured borrowings $ 5,362,000 0.80% ~ 1.00% Promised note Type of borrowings December 31, 2019 Interest rate range Collateral Bank borrowings Bank unsecured borrowings $ 7,697,000 0.95% ~ 1.22% Promised note
(10)Bonds payable
| )Bonds payable Bank unsecured borrowings |
7,6 $ |
97,000 0.95% ~1.22 |
% | Promised note | |
|---|---|---|---|---|---|
| December 31, 2020 | December 31, 2019 | ||||
| Secured bonds payable | $ | 5,000,000 |
$ | 5,200,000 |
|
| Less: Current portion | - | ( | 200,000) | ||
| $ | 5,000,000 |
$ | 5,000,000 |
-
A. On August 12, 2015, Clevo Co. issued $5,000,000 secured bonds, as approved by the regulatory authority. As of December 31, 2020, the outstanding bonds payable was $0.
-
B. On August 22, 2019, Clevo Co. issued $5,000,000 secured bonds, as approved by the regulatory authority. As of December 31, 2020, the outstanding bonds payable was $5,000,000.
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C. The terms of the secured bonds are as follows:
| Type | |||||||
|---|---|---|---|---|---|---|---|
| of Bonds | Issuance date | Period | Amount | Coupon rate | Payment term | Security | |
| Secured | 2015/8/28 | 5 years | $5,000,000 | Not | Principal is due | Authorise | |
| bonds | exceeding | at maturity. | Taiwan | ||||
| payable | fixed rate of | Interest is paid | Cooperative | ||||
| 1.5% | annually at | Bank to execute | |||||
| simple | interest | corporate bond | |||||
| rate. | guarantee | ||||||
| according to the | |||||||
| guarantee | |||||||
| agreement | |||||||
| Secured | 2019/8/26 | 5 years | $5,000,000 | Not | Principal is due | Authorise | |
| bonds | exceeding | at maturity. | Taiwan | ||||
| payable | fixed rate of | Interest is paid | Cooperative | ||||
| 0.8% | annually at | Bank to execute | |||||
| simple | interest | corporate bond | |||||
| rate. | guarantee | ||||||
| according to the | |||||||
| guarantee | |||||||
| 1)Long-term borrowings | |||||||
| Type of | Borrowing period | December 31, | |||||
| borrowings | andrepayment | term | Interest rate | range | Collateral 2020 |
||
| Unsecured | Borrowing period is from | 0.5156%~1.31% |
Promissory 6,520,000 $ |
||||
| borrowings | December 20, | 2019 to | November | note | |||
| 9, 2022; interest is payable | |||||||
| monthly, principal is payable at | |||||||
| maturity date. | |||||||
| Unsecured | Borrowing period is from | 1.0298%~1.797% |
Promissory 6,028,571 |
||||
| borrowings | December 28, | 2018 to | December | note | |||
| 28, 2023; interest is payable | |||||||
| monthly, principal is payable at | |||||||
| maturity date. |
- (11)Long term borrowings
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| Secured borrowings Borrowing period is from March 20, 2018 to March 20, 2023; interest is payable monthly, principal is payable at maturity date. Less: Current portion of long-term loans Type of borrowings Borrowing period andrepayment term Unsecured borrowings Borrowing period is from August 28, 2018 to June 20, 2023; interest is payable monthly, principal is payable at maturity date. Unsecured borrowings Borrowing period is from December 28, 2018 to December 28, 2023; interest is payable monthly, principal is payable at maturity date. Secured borrowings Borrowing period is from March 20, 2018 to March 20, 2023; interest is payable monthly, principal is payable at maturity date. Secured borrowings Borrowing period is from July 27, 2016 to July 27, 2021; interest is payable monthly, principal is payable at maturity date. Less: Current portion of long-term loans |
1.045% Property, plant and equipment and investment property Interest raterange Collateral 0.911%~1.31% Promissory note 1.318% ~1.797% Promissorynote 1.295% Property, plant and equipment and investment property 1.60% Investment property |
1,250,000 13,798,571 2,855,714) ( 10,942,857 $ December 31, 2019 |
|---|---|---|
| 5,390,000 $ 6,000,000 1,250,000 1,350,000 13,990,000 560,000) ( 13,430,000 $ |
The Company’s liquidity risks are described in Note 12(2)C.(C)
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(12)Pensions
-
A. Defined benefit pension plan
-
(a) The Company have a defined benefit pension plan in accordance with the Labor Standards Law, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Act. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company contributes monthly an amount equal to 2% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company would assess the balance in the aforementioned labor pension reserve account by December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Company will make contributions for the deficit by next March.
-
(b) The amounts recognised in the balance sheet are as follows:
| Present value of defined benefit obligations Fair value of plan assets Net defined benefit liability |
December31,2020 December 31, 2019 323,696 $ 387,480 $ 314,798) ( 315,395) ( 8,898 $ 72,085 $ |
|---|---|
- (c) Movements in net defined benefit liabilities are as follows:
| Balance at January 1 Current service cost Interest expense (income) |
2020 | ||||
|---|---|---|---|---|---|
| Present value of defined benefit obligations |
Fair value of plan assets |
Net defined benefit liability |
|||
| 387,480 $ 521 2,945 390,946 |
315,395) ($ - 2,397) ( 317,792) ( |
72,085 $ 521 548 73,154 |
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Remeasurements:
Return on plan assets
(excluding amounts included in interest
| Remeasurements: Return on plan assets (excluding amounts included in interest |
||
|---|---|---|
| income or expense) Change in demographic assumptions Change in financial assumptions Experience adjustments Pension fund contribution Paid pension Balance at December 31 Balance at January 1 Current service cost Interest expense (income) Remeasurements: Return on plan assets (excluding amounts included in interest income or expense) Change in demographic assumptions Change in financial assumptions Experience adjustments Pension fund contribution Paid pension Balance at December 31 |
1,697) ( - 27,621) ( - 14,311) ( 10,945) ( 43,629) ( 10,945) ( - 9,682) ( 23,620) ( 23,620 323,697 $ 314,799) ($ Present value of defined benefit obligations Fair value of plan assets 398,118 $ 313,572) ($ 818 - 4,300 3,388) ( 403,236 316,960) ( 1,354) ( - 17,644 - 9,763) ( 10,716) ( 6,527 10,716) ( - 10,002) ( 22,283) ( 22,283 387,480 $ 315,395) ($ 2019 |
1,697) ( 27,621) ( 25,256) ( 54,574) ( 9,682) ( - 8,898 $ Net defined benefit liability |
| 84,546 $ 818 912 86,276 1,354) ( 17,644 20,479) ( 4,189) ( 10,002) ( - 72,085 $ |
(d) The Bank of Taiwan was commissioned to manage the Fund of the Company’s defined benefit pension plan in accordance with the Fund’s annual investment and utilisation plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilisation of the Labor Retirement Fund” (Article 6: The scope of utilisation for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilisation of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for
373
the deficit after being authorized by the Regulator. The Company has no right to participate in managing and operating that fund and hence the Company is unable to disclose the classification of plan assets fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2020 and 2019 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government. (e) The principal actuarial assumptions used were as follows:
| Year ended | Year ended | |
|---|---|---|
| December 31, 2020 | December 31, 2019 | |
| Discount rate | 0.41% | 0.76% |
| Future salary increases | 1.50% | 2.50% |
Future mortality rate was estimated based on 90% of the 5th Taiwan Standard Ordinary Experience Mortality Table in accordance with published statistics and experience in each territory.
Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:
| December 31, 2020 Effect on present value of defined benefit obligation December 31, 2019 Effect on present value of defined benefit obligation |
Discount rate | Discount rate | Discount rate | Future salaryincreases | Future salaryincreases | Future salaryincreases |
|---|---|---|---|---|---|---|
| Increase 0.5% | Decrease 0.5% | Increase 0.5% | Decrease 0.5% | |||
| ( ( |
19,583) $ 24,664) $ |
21,370 $ 26,786 $ |
21,024 $ 26,179 $ |
19,483) ($ 24,376) ($ |
The sensitivity analysis above is based on one assumption which changed while the other conditions remain unchanged. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.
The methods and types of assumptions used in preparing the sensitivity analysis were consistent with previous period.
-
(f) Expected contributions to the defined benefit pension plan of the Company for the year ending December 31, 2021 amount to $9,682.
-
(g) As of December 31, 2020, the weighted average duration of the retirement plan is 13 years. The analysis of timing of the future pension payment was as follows:
| B. Defined contribution plan Within 2 years 2-5 years Over 5 years |
243,813 $ 42,005 19,556 |
|---|---|
| 305,374 $ |
|
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-
(a) Effective July 1, 2005, the Company has established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.
-
(b) The pension costs under the defined contribution pension plan of the Company for the years ended December 31, 2020 and 2019 were $35,849 and $35,960, respectively.
(13)Provisions
| Provisions | ||||||
|---|---|---|---|---|---|---|
| Warranty | ||||||
| 2020 | 2019 | |||||
| At January 1 | $ | 50,523 |
$ | 50,523 | ||
| Additional provisions | 77,481 | 64,910 | ||||
| Used during the year | ( | 74,481) | ( | 64,910) | ||
| At December 31 | $ | 53,523 | $ | 50,523 | ||
| Analysis of total provisions: | ||||||
| December 31, 2020 | December31, | 2019 | ||||
| Current | $ | 53,523 |
$ | 50,523 |
The Company provides warranties on computer products sold. Provision for warranty is estimated based on historical warranty data of computer products.
(14)Other non-current liabilities-others
| Other non-current liabilities-others | ||
|---|---|---|
| Long-term payables-related parties Accrued pension liability |
December31,2020 - $ 8,898 8,898 $ |
December31,2019 |
| 117,351 $ 72,085 |
||
| 189,436 $ |
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(15)Share capital
- A. As of December 31, 2020, the Company’s authorised capital was $7,500,000, consisting of 750 million shares of ordinary stock, and the paid-in capital was $6,697,630, consisting of 679,763 thousand shares with a par value of $10 (in dollars) per share. On June 15, 2012, the Board of Directors resolved to increase the Company’s authorised capital in the Articles of Incorporation to $9,000,000, consisting of 900 million shares of ordinary stock, with a par value of $10 (in dollars) per share. The foregoing includes 20 million shares reserved for employee stock options with a par value of $10 (in dollars) per share, which the Board of Directors are authorised to issue depending on actual demand.
Movements in the number of the Company’s ordinary shares outstanding (shares in thousands) are as follows:
| are as follows: | |||
|---|---|---|---|
| At January 1 Shares retired At December 31 |
2020 605,216 ( 10,000) ( 595,216 |
2019 617,416 12,200) 605,216 |
|
-
B. Treasury shares
-
(a) Reason for share reacquisition and movements in the number of the Company’s treasury shares are as follows:
| shares are as follows: | ||
|---|---|---|
| Name of company holding the shares |
Reason for reacquisition | December 31, 2020 |
| Number of shares Carrying amount 47,500 thousand $ 1,450,204 16,966 thousand 95,306 10,081 thousand 108,182 |
||
| The Company Subsidiary-Kapok Computer Subsidiary-Clevo Investment |
To be reissued to employees Long-term investment Long-term investment |
| Name of company holding the shares |
Reason for reacquisition | December31,2019 | December31,2019 |
|---|---|---|---|
| Number of shares |
Carryingamount | ||
| The Company Subsidiary-Kapok Computer Subsidiary-Clevo Investment |
To be reissued to employees Long-term investment Long-term investment |
37,500 thousand 16,966 thousand 10,081 thousand |
$ 1,153,554 95,305 108,183 |
- (b) Pursuant to the R.O.C. Securities and Exchange Act, the number of shares bought back as treasury share should not exceed 10% of the number of the Company’s issued and outstanding
376
shares and the amount bought back should not exceed the sum of retained earnings, paid-in capital in excess of par value and realised capital surplus.
- (c) Pursuant to the R.O.C. Securities and Exchange Act, treasury shares should not be pledged as collateral and is not entitled to dividends before it is reissued.
- (d) Pursuant to the R.O.C. Securities and Exchange Act, treasury shares should be reissued to the employees within three years from the reacquisition date and shares not reissued within the three-year period are to be retired. Treasury shares to enhance the Company’s credit rating and the stockholders’ equity should be retired within six months of acquisition.
-
(16)Capital surplus
-
Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Act requires that the amount of capital surplus to be capitalised mentioned above should not exceed 10% of the paidin capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.
(17)Retained earnings
-
A. Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ operating losses and then 10% of the remaining amount shall be set aside as legal reserve. However, when the legal reserve amounts to the authorized capital, this shall not apply. According to the law or the authority, the special surplus reserve shall be set or reversed. If there is still surplus, the Board of Directors shall draft the allocation resolved by the shareholders' meeting.
-
B. The Company belongs to high tech and electronics industry. As the Company operates in a volatile business environment and is in the stable growth stage, the residual dividend policy is adopted taking into consideration the Company’s financial structure, operating results and future expansion plans, based on vision of industrial development, capital expenditure demand, sound financial plan and protecting the rights and interests of investors. According to the dividend policy, cash dividends shall account for at least 10% of the total dividends distributed.
-
C. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.
-
D. Special reserve
-
(a) In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be
377
included in the distributable earnings.
-
(b) The amounts previously set aside by the Company as special reserve on initial application of IFRSs in accordance with Jin-Guan-Zheng-Fa-Zi Letter No. 1010012865, dated April 6, 2012, shall be reversed proportionately when the relevant assets are used, disposed of or reclassified subsequently.
-
(c) According to Jin-Guan-Zheng-Fa-Zi Letter No.1030006415, dated March 18, 2014, investment properties are initially and subsequently measured using fair value model. Changes of value due to appreciation as of December 31, 2013 are reflected in the increase of Appropriated Retained Earnings. The Company will recognise the reversal of earnings upon subsequent disposal or decrease of the investment properties.
-
E. The appropriations of 2019 and 2018 earnings had been resolved at the stockholders’ meeting on June 19, 2020 and June 18, 2019, respectively. Details are summarised below:
| Legal reserve Special reserve Cash dividends |
2019 | Amount | Dividends per share (indollars) 2018 |
||
|---|---|---|---|---|---|
| Amount Dividends per share (in dollars) 106,864 $ 993,875 - - $ 1,100,739 $ |
|||||
| 145,490 $ 1,194,446 128,453 1,468,389 $ |
0.20 $ |
The Company appropriated cash from capital surplus as resolved at the stockholders’ meeting on June 19, 2020 and June 18, 2019. The dividends per share is NTD 0.4 and NTD 0.8, and the total amount was $248,906 and $513,180,respectively.
The appropriations of 2019 and 2018 earnings above are the same with the amounts proposed by the Board of Directors on March 31, 2020 and March 27, 2019.
- F. The resolution of the appropriations of 2020 net income was approved by the Board of Directors during its meeting on March 26, 2021 as follows:
| during its meeting on March 26, 2021 as follows: | |||
|---|---|---|---|
| Legal reserve Special reserve Cash dividends |
2020 | ||
| Amount | Dividends per share (indollars) |
||
| 77,323 $ 507,614 373,358 958,295 $ |
0.60 $ |
(18)Other equity items
378
2020
At January 1 Currency translation differences: –The Company and subsidiaries At December 31
| Currency | |||
|---|---|---|---|
| translation | Revaluation | Total | |
| 4,856,943) ($ |
20,922 $ |
($ | 4,836,021) |
| 91,990) ( |
- | ( | 91,990) |
| 4,948,933) ($ |
20,922 $ |
($ | 4,928,011) |
2019
| Currency translation At January 1 2,741,605) ($ Currency translation differences: –The Company and subsidiaries 2,115,338) ( At December 31 4,856,943) ($ |
Revaluation Total 20,922 $ 2,720,683) ($ - 2,115,338) ( 20,922 $ 4,836,021) ($ |
|---|---|
(19)Operating revenue
| Operating revenue At December 31 4,856, ($ |
, | 943) 20,922 $ ($ |
4,836,021) |
|---|---|---|---|
| A. Disaggregation of revenue from contracts Revenue from contracts with customers |
Year ended December31,2020 |
Year ended December31,2019 |
|
| with customers 16,209,091 $ |
15,372,546 $ |
The Company derives revenue from the transfer of goods over time and at a point in time in the following major product lines and geographical regions:
| 2020 | China computer products 8,642,567 $ 4,329,715) 4,312,852 $ 4,312,852 $ |
Asia-Pacific computer products |
Other computer products |
Total | |||
|---|---|---|---|---|---|---|---|
| Total segment revenue Inter-segment revenue Revenue from external customer contracts Timing of revenue recognition At a point in time |
( | 6,334,415 $ - 6,334,415 $ 6,334,415 $ |
5,561,824 $ - 5,561,824 $ 5,561,824 $ |
20,538,806 $ 4,329,715) ( 16,209,091 $ 16,209,091 $ |
379
| 2019 Total segment revenue Inter-segment revenue Revenue from external customer contracts Timing of revenue recognition At a point in time |
China computer products 10,624,873 $ 4,223,526) ( 6,401,337 $ 6,401,337 $ |
Asia-Pacific computerproducts 4,676,854 $ - 4,676,854 $ 4,676,854 $ |
Other computer products 4,294,355 $ - ( 4,294,355 $ 4,294,355 $ |
$ | Total 19,596,082 4,223,536) 15,372,546 |
|---|---|---|---|---|---|
| $ | $ | $ | |||
| $ | $ | $ | 15,372,546 |
B. Contract assets and liabilities
The Company has recognised the following revenue-related contract assets and liabilities:
December 31,2020 December 31, 2019 January 1,2019 Contract liabilities: Contract liabilities – Advance sales receipts $ 55,386 $ 34,360 $ 24,382
| C. Revenue recognised that was included in the contract liability balance at year Year ended December 31, 2020 Revenue recognised that was included in the contract liability balance at the beginning of the year Advance real estate receipts 34,360 $ |
the beginning of the Year ended December31,2019 24,382 $ |
|---|---|
(20) Interest income
| Interest income from bank deposits Other interest income |
Year ended December31,2020 45,474 $ 9,984 55,458 $ |
Year ended December31,2019 |
|
|---|---|---|---|
| 134,962 $ 4,701 139,663 $ |
380
(21)Other income
| (22 (23 (24 |
)Other gains and losses )Finance costs )Expenses by nature Rent income Dividend income Other income, others Losses on financial assets and liabilities at fair value through profit or loss Foreign exchange gains (losses) Gains on fair value adjustment, investment property (Losses) gains on disposals of investments Service expenses charge on financial liabilities not measured at fair value through profit or loss Other losses Interest expense: Bank borrowing Other interest expense Financial costs Employee benefit expense Depreciation charges on property, plant and equipment Amortisation charges on intangible assets |
Year ended December31,2020 |
Year ended December31,2019 |
||
|---|---|---|---|---|---|
| 70,529 $ 30,194 34,906 135,629 $ Year ended December31,2020 |
69,125 $ 25,897 127,111 222,133 $ Year ended December 31, 2019 |
||||
| 88,443 $ 558,262) ( 342,072 95,088) ( 4,702) ( 7,721) ( 235,258) ($ Year ended December 31, 2020 |
184,213 $ 108,525) ( 2,476 35,776 12,764) ( 7,569) ( 93,607 $ Year ended December 31, 2019 |
||||
| 257,874 $ 124,314 382,188 $ Year ended December31,2020 |
281,719 $ 130,152 411,871 $ Year ended December31,2019 |
||||
| 827,407 $ 12,359 7,603 847,369 $ |
933,223 $ 12,037 6,671 951,931 $ |
381
(25)Employee benefit expense
| Employee benefit expense | |
|---|---|
| Year ended December31,2020 Wages and salaries 703,882 $ Labour and health insurance fees 53,751 Pension costs 36,918 Other personnel expenses 32,856 827,407 $ |
Year ended December31,2019 |
| 801,532 $ 57,874 37,690 36,127 933,223 $ |
-
A. In accordance with the Articles of Incorporation of the Company, a ratio of distributable profit of the current year, shall be distributed as employees ‘compensation and directors’ and supervisors’ remuneration. The ratio shall be 5%~15% for employees’ compensation and shall not be higher than 1% for directors’ and supervisors’ remuneration.
-
B. For the years ended December 31, 2020 and 2019, employees’ compensation was accrued at $93,500 and $122,000, respectively; while directors’ and supervisors’ remuneration was accrued at $7,700 and $13,000, respectively. The aforementioned amounts were recognised in salary expenses.
-
The employees’ compensation and directors’ and supervisors’ remuneration were estimated and accrued based on 5%~15% and not higher than 1% of distributable profit of current year for the year ended December 31, 2020. The employees’ compensation and directors’ and supervisors’ remuneration as resolved by the Board of Directors were in agreement with those amounts recognised in the 2020 financial statements, and the employees’ compensation will be distributed in the form of cash.
-
Employees’ compensation and directors’ and supervisors’ remuneration for 2019 as resolved by the Board of Directors were in agreement with those amounts recognised in the 2019 financial statements.
Information about employees’ compensation and directors’ and supervisors’ remuneration of the Company as resolved by the Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.
(26)Income tax
-
A. Income tax expense
-
(a) Components of income tax expense:
382
| Year ended | Year ended | |||
|---|---|---|---|---|
| December31,2020 | December31,2019 | |||
| Current tax: | ||||
| Current tax on profits for the year | $ | - | $ | 205,377 |
| Prior year income tax overestimation | 2,353 | - | ||
| Total current tax | 2,353 | 205,377 | ||
| Deferred tax: | ||||
| Origination and reversal of temporary | ||||
| differences | 4,671 | (64,464) | ||
| Impact of change in tax rate | - | - | ||
| Total deferred tax | 4,671 | (64,464) | ||
| Income tax expense | $ | 7,024 | $ | 140,913 |
| (b) The income tax (charge)/credit relating | to | components of other comprehensive income is as | ||
| follows: | ||||
| Year ended | Year ended | |||
| December 31, 2020 | December 31, 2019 | |||
| Currency translation differences | 149 | 34,476 | ||
| Remeasurement of defined benefit | ||||
| obligations | ( | 10,915) | ( | 838) |
| ($ | 10,766) |
$ | 33,638 | |
| B. Reconciliation between income tax expense and accounting profit | ||||
| Year ended | Year ended | |||
| December 31, 2020 | December31,2019 | |||
| Tax calculated based on profit before tax | ||||
| and statutory tax rate | $ | 134,794 | $ | 241,910 |
| Effect from expenses disallowed by tax | ||||
| regulation | (130,123) | (100,997) | ||
| Prior year income tax underestimation | 2,353 | - | ||
| Income tax expense | $ | 7,024 | $ | 140,913 |
C. Amounts of deferred tax assets or liabilities as a result of temporary differences, tax losses and investment tax credits are as follows:
383
2020
| Temporary differences: Deferred tax assets: Unrealised exchange loss Allowance for spare valuation losses Allowance for inventory valuation losses Allowance for bad debts Unused compensated absences Accrued pension liability Currency translation differences Tax losses Deferred tax liabilities: Unrealised exchange loss Foreign investment income using equity method Unrealised sales gain Rent by straight-line method Currency translation differences Increase in revaluation Fair value adjustment, investment property |
January1 | Recognised in profitor loss |
Recognised in other comprehensive income |
December31 | |||
|---|---|---|---|---|---|---|---|
| ( ( |
58,125 $ 1,527 3,369 11,677 5,065 14,418 - 38,000 132,181 - (509,746) (542) (459) 21,092 (4,285) (122,991) 616,931) 484,750) $ |
56,944) ($ 55 121 2,761) ( - (1,722) - 96,000 34,749 - (9,715) (6) - - - (29,699) 39,420) ( 4,671) ($ |
( ( |
- $ - - - - (10,915) 21,241 - 10,326 - - - - (21,092) - - 21,092) 10,766) $ |
1,181 $ 1,582 3,490 8,916 5,065 1,781 21,241 134,000 177,256 - (519,461) (548) (459) - (4,285) (152,690) 677,443) ( 500,187) ($ |
384
2019
| Temporary differences: Deferred tax assets: Unrealised sales gain Allowance for spare valuation losses Allowance for inventory valuation losses Allowance for bad debts Unused compensated absences Accrued pension liability Currency translation differences Tax losses Deferred tax liabilities: Temporary differences: Unrealised exchange gain Foreign investment income using equity method Unrealised sales losses Rent by straight-line method Currency translation differences Increase in revaluation Fair value adjustment, investment property |
January1 | Recognised in profitor loss |
Recognised in other comprehensive income |
December31 | |||
|---|---|---|---|---|---|---|---|
| - $ 1,527 2,258 13,372 5,065 16,910 - 100,000 139,132 11,809) ( (569,883) 13 (459) (13,384) (4,285) (122,177) 721,984) ( 582,852) ($ |
58,125 $ - 1,111 1,695) ( - (1,654) - (62,000) (6,113) 11,809 60,137 (555) - - - (814) 70,577 64,464 $ |
- $ - - - - (838) - - (838) - - - - 34,476 - - 34,476 33,638 $ |
58,125 $ 1,527 3,369 11,677 5,065 14,418 - 38,000 132,181 - (509,746) (542) (459) 21,092 (4,285) (122,991) 616,931) ( 484,750) ($ |
385
- D. Expiration dates of unused tax losses and amounts of unrecognised deferred tax assets are as follows:
==> picture [452 x 49] intentionally omitted <==
----- Start of picture text -----
December 31, 2020
Amount filed/ Unrecognised
Year incurred assessed Unused amount deferred tax assets Expiry year
----- End of picture text -----
| follows: Year incurred |
Amount filed/ assessed |
Unused amount Unrecognised deferredtaxassets December 31,2020 |
Unused amount Unrecognised deferredtaxassets December 31,2020 |
Expiry year |
|---|---|---|---|---|
| 2016 2017 2020 |
144,741 $ 670,134 394,410 |
35,244 $ - $ 670,134 35,378 394,410 394,410 December 31,2019 |
2026 2027 2030 |
|
| Year incurred | Amount filed/ assessed |
Unused amount | Unrecognised deferredtaxassets |
Expiry year |
| 2016 2017 |
156,511 $ 898,310 |
33,693 $ 898,310 |
- $ 740,311 |
2026 2027 |
-
E. The Company has not recognised taxable temporary differences associated with investment in subsidiaries as deferred tax liabilities. As of December 31, 2020 and 2019, the amounts of temporary differences unrecognised as deferred tax liabilities were $10,007,234 and $9,553,808, respectively.
-
F. The Company’s income tax returns through 2018 have been assessed and approved by the Tax Authority.
(27)Earnings per share
| Authority. )Earnings per share |
|||
|---|---|---|---|
| Basic earnings per share Profit attributable to ordinary shareholders of the parent Diluted earnings per share Profit attributable to ordinary shareholders of the parent Assumed conversion of all dilutive potential ordinary shares Employees’ bonus Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares |
YearendedDecember31,2020 | ||
| Amount after tax ( 666,994 $ 666,994 - 666,994 $ |
Weighted average number of ordinary shares outstanding sharesin thousands) 597,825 597,825 4,167 601,992 |
Earnings per share (indollars) 1.12 $ 1.11 $ |
386
| (28) (29) |
Supplemental cash flow information Investing and financing activities with partial cash payments Changes in liabilities from financing activities Weighted average number of ordinary shares outstanding Earnings per share Amount after tax (shares in thousands) (indollars) Basic earnings per share Profit attributable to ordinary shareholders of the parent 1,068,639 $ 611,110 1.75 $ Diluted earnings per share Profit attributable to ordinary shareholders of the parent 1,068,639 611,110 Assumed conversion of all dilutive potential ordinary shares Employees’ bonus - 4,081 Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares 1,068,639 $ 615,191 1.74 $ YearendedDecember31,2019 Year ended December31,2020 Year ended December 31, 2019 Purchase of treasury stocks 296,649 $ 386,017 $ Add: Opening balance of payables - 17,458 Cash paid during the year 296,649 $ 403,475 $ Short-term borrowings Long-term borrowings Corporate bonds payable Liabilities from financing activities- gross At January 1, 2020 7,697,000 $ 13,990,000 $ 5,200,000 $ 26,887,000 $ Changes in cash flow from financing activities 2,335,000) ( 191,429) ( 200,000) ( 2,726,429) ( At December 31, 2020 5,362,000 $ 13,798,571 $ 5,000,000 $ 24,160,571 $ |
Supplemental cash flow information Investing and financing activities with partial cash payments Changes in liabilities from financing activities Weighted average number of ordinary shares outstanding Earnings per share Amount after tax (shares in thousands) (indollars) Basic earnings per share Profit attributable to ordinary shareholders of the parent 1,068,639 $ 611,110 1.75 $ Diluted earnings per share Profit attributable to ordinary shareholders of the parent 1,068,639 611,110 Assumed conversion of all dilutive potential ordinary shares Employees’ bonus - 4,081 Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares 1,068,639 $ 615,191 1.74 $ YearendedDecember31,2019 Year ended December31,2020 Year ended December 31, 2019 Purchase of treasury stocks 296,649 $ 386,017 $ Add: Opening balance of payables - 17,458 Cash paid during the year 296,649 $ 403,475 $ Short-term borrowings Long-term borrowings Corporate bonds payable Liabilities from financing activities- gross At January 1, 2020 7,697,000 $ 13,990,000 $ 5,200,000 $ 26,887,000 $ Changes in cash flow from financing activities 2,335,000) ( 191,429) ( 200,000) ( 2,726,429) ( At December 31, 2020 5,362,000 $ 13,798,571 $ 5,000,000 $ 24,160,571 $ |
Supplemental cash flow information Investing and financing activities with partial cash payments Changes in liabilities from financing activities Weighted average number of ordinary shares outstanding Earnings per share Amount after tax (shares in thousands) (indollars) Basic earnings per share Profit attributable to ordinary shareholders of the parent 1,068,639 $ 611,110 1.75 $ Diluted earnings per share Profit attributable to ordinary shareholders of the parent 1,068,639 611,110 Assumed conversion of all dilutive potential ordinary shares Employees’ bonus - 4,081 Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares 1,068,639 $ 615,191 1.74 $ YearendedDecember31,2019 Year ended December31,2020 Year ended December 31, 2019 Purchase of treasury stocks 296,649 $ 386,017 $ Add: Opening balance of payables - 17,458 Cash paid during the year 296,649 $ 403,475 $ Short-term borrowings Long-term borrowings Corporate bonds payable Liabilities from financing activities- gross At January 1, 2020 7,697,000 $ 13,990,000 $ 5,200,000 $ 26,887,000 $ Changes in cash flow from financing activities 2,335,000) ( 191,429) ( 200,000) ( 2,726,429) ( At December 31, 2020 5,362,000 $ 13,798,571 $ 5,000,000 $ 24,160,571 $ |
Supplemental cash flow information Investing and financing activities with partial cash payments Changes in liabilities from financing activities Weighted average number of ordinary shares outstanding Earnings per share Amount after tax (shares in thousands) (indollars) Basic earnings per share Profit attributable to ordinary shareholders of the parent 1,068,639 $ 611,110 1.75 $ Diluted earnings per share Profit attributable to ordinary shareholders of the parent 1,068,639 611,110 Assumed conversion of all dilutive potential ordinary shares Employees’ bonus - 4,081 Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares 1,068,639 $ 615,191 1.74 $ YearendedDecember31,2019 Year ended December31,2020 Year ended December 31, 2019 Purchase of treasury stocks 296,649 $ 386,017 $ Add: Opening balance of payables - 17,458 Cash paid during the year 296,649 $ 403,475 $ Short-term borrowings Long-term borrowings Corporate bonds payable Liabilities from financing activities- gross At January 1, 2020 7,697,000 $ 13,990,000 $ 5,200,000 $ 26,887,000 $ Changes in cash flow from financing activities 2,335,000) ( 191,429) ( 200,000) ( 2,726,429) ( At December 31, 2020 5,362,000 $ 13,798,571 $ 5,000,000 $ 24,160,571 $ |
Supplemental cash flow information Investing and financing activities with partial cash payments Changes in liabilities from financing activities Weighted average number of ordinary shares outstanding Earnings per share Amount after tax (shares in thousands) (indollars) Basic earnings per share Profit attributable to ordinary shareholders of the parent 1,068,639 $ 611,110 1.75 $ Diluted earnings per share Profit attributable to ordinary shareholders of the parent 1,068,639 611,110 Assumed conversion of all dilutive potential ordinary shares Employees’ bonus - 4,081 Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares 1,068,639 $ 615,191 1.74 $ YearendedDecember31,2019 Year ended December31,2020 Year ended December 31, 2019 Purchase of treasury stocks 296,649 $ 386,017 $ Add: Opening balance of payables - 17,458 Cash paid during the year 296,649 $ 403,475 $ Short-term borrowings Long-term borrowings Corporate bonds payable Liabilities from financing activities- gross At January 1, 2020 7,697,000 $ 13,990,000 $ 5,200,000 $ 26,887,000 $ Changes in cash flow from financing activities 2,335,000) ( 191,429) ( 200,000) ( 2,726,429) ( At December 31, 2020 5,362,000 $ 13,798,571 $ 5,000,000 $ 24,160,571 $ |
Supplemental cash flow information Investing and financing activities with partial cash payments Changes in liabilities from financing activities Weighted average number of ordinary shares outstanding Earnings per share Amount after tax (shares in thousands) (indollars) Basic earnings per share Profit attributable to ordinary shareholders of the parent 1,068,639 $ 611,110 1.75 $ Diluted earnings per share Profit attributable to ordinary shareholders of the parent 1,068,639 611,110 Assumed conversion of all dilutive potential ordinary shares Employees’ bonus - 4,081 Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares 1,068,639 $ 615,191 1.74 $ YearendedDecember31,2019 Year ended December31,2020 Year ended December 31, 2019 Purchase of treasury stocks 296,649 $ 386,017 $ Add: Opening balance of payables - 17,458 Cash paid during the year 296,649 $ 403,475 $ Short-term borrowings Long-term borrowings Corporate bonds payable Liabilities from financing activities- gross At January 1, 2020 7,697,000 $ 13,990,000 $ 5,200,000 $ 26,887,000 $ Changes in cash flow from financing activities 2,335,000) ( 191,429) ( 200,000) ( 2,726,429) ( At December 31, 2020 5,362,000 $ 13,798,571 $ 5,000,000 $ 24,160,571 $ |
Supplemental cash flow information Investing and financing activities with partial cash payments Changes in liabilities from financing activities Weighted average number of ordinary shares outstanding Earnings per share Amount after tax (shares in thousands) (indollars) Basic earnings per share Profit attributable to ordinary shareholders of the parent 1,068,639 $ 611,110 1.75 $ Diluted earnings per share Profit attributable to ordinary shareholders of the parent 1,068,639 611,110 Assumed conversion of all dilutive potential ordinary shares Employees’ bonus - 4,081 Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares 1,068,639 $ 615,191 1.74 $ YearendedDecember31,2019 Year ended December31,2020 Year ended December 31, 2019 Purchase of treasury stocks 296,649 $ 386,017 $ Add: Opening balance of payables - 17,458 Cash paid during the year 296,649 $ 403,475 $ Short-term borrowings Long-term borrowings Corporate bonds payable Liabilities from financing activities- gross At January 1, 2020 7,697,000 $ 13,990,000 $ 5,200,000 $ 26,887,000 $ Changes in cash flow from financing activities 2,335,000) ( 191,429) ( 200,000) ( 2,726,429) ( At December 31, 2020 5,362,000 $ 13,798,571 $ 5,000,000 $ 24,160,571 $ |
Supplemental cash flow information Investing and financing activities with partial cash payments Changes in liabilities from financing activities Weighted average number of ordinary shares outstanding Earnings per share Amount after tax (shares in thousands) (indollars) Basic earnings per share Profit attributable to ordinary shareholders of the parent 1,068,639 $ 611,110 1.75 $ Diluted earnings per share Profit attributable to ordinary shareholders of the parent 1,068,639 611,110 Assumed conversion of all dilutive potential ordinary shares Employees’ bonus - 4,081 Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares 1,068,639 $ 615,191 1.74 $ YearendedDecember31,2019 Year ended December31,2020 Year ended December 31, 2019 Purchase of treasury stocks 296,649 $ 386,017 $ Add: Opening balance of payables - 17,458 Cash paid during the year 296,649 $ 403,475 $ Short-term borrowings Long-term borrowings Corporate bonds payable Liabilities from financing activities- gross At January 1, 2020 7,697,000 $ 13,990,000 $ 5,200,000 $ 26,887,000 $ Changes in cash flow from financing activities 2,335,000) ( 191,429) ( 200,000) ( 2,726,429) ( At December 31, 2020 5,362,000 $ 13,798,571 $ 5,000,000 $ 24,160,571 $ |
Supplemental cash flow information Investing and financing activities with partial cash payments Changes in liabilities from financing activities Weighted average number of ordinary shares outstanding Earnings per share Amount after tax (shares in thousands) (indollars) Basic earnings per share Profit attributable to ordinary shareholders of the parent 1,068,639 $ 611,110 1.75 $ Diluted earnings per share Profit attributable to ordinary shareholders of the parent 1,068,639 611,110 Assumed conversion of all dilutive potential ordinary shares Employees’ bonus - 4,081 Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares 1,068,639 $ 615,191 1.74 $ YearendedDecember31,2019 Year ended December31,2020 Year ended December 31, 2019 Purchase of treasury stocks 296,649 $ 386,017 $ Add: Opening balance of payables - 17,458 Cash paid during the year 296,649 $ 403,475 $ Short-term borrowings Long-term borrowings Corporate bonds payable Liabilities from financing activities- gross At January 1, 2020 7,697,000 $ 13,990,000 $ 5,200,000 $ 26,887,000 $ Changes in cash flow from financing activities 2,335,000) ( 191,429) ( 200,000) ( 2,726,429) ( At December 31, 2020 5,362,000 $ 13,798,571 $ 5,000,000 $ 24,160,571 $ |
Supplemental cash flow information Investing and financing activities with partial cash payments Changes in liabilities from financing activities Weighted average number of ordinary shares outstanding Earnings per share Amount after tax (shares in thousands) (indollars) Basic earnings per share Profit attributable to ordinary shareholders of the parent 1,068,639 $ 611,110 1.75 $ Diluted earnings per share Profit attributable to ordinary shareholders of the parent 1,068,639 611,110 Assumed conversion of all dilutive potential ordinary shares Employees’ bonus - 4,081 Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares 1,068,639 $ 615,191 1.74 $ YearendedDecember31,2019 Year ended December31,2020 Year ended December 31, 2019 Purchase of treasury stocks 296,649 $ 386,017 $ Add: Opening balance of payables - 17,458 Cash paid during the year 296,649 $ 403,475 $ Short-term borrowings Long-term borrowings Corporate bonds payable Liabilities from financing activities- gross At January 1, 2020 7,697,000 $ 13,990,000 $ 5,200,000 $ 26,887,000 $ Changes in cash flow from financing activities 2,335,000) ( 191,429) ( 200,000) ( 2,726,429) ( At December 31, 2020 5,362,000 $ 13,798,571 $ 5,000,000 $ 24,160,571 $ |
|---|---|---|---|---|---|---|---|---|---|---|
| $ $ | ||||||||||
| Long-term borrowings |
( | |||||||||
At January 1, 2020 Changes in cash flow from financing activities At December 31, 2020 |
Short-term borrowings |
|||||||||
| ( | 7,697,000 $ 2,335,000) 5,362,000 $ |
( | 13,990,000 $ 191,429) 13,798,571 $ |
5,200,000 $ 200,000) 5,000,000 $ |
( | 26,887,000 $ 2,726,429) 24,160,571 $ |
387
Liabilities from Short-term Long-term Corporate financing activitiesborrowings borrowings bonds payable gross At January 1, 2019 $ 3,594,790 $ 17,555,000 $ 5,000,000 $ 26,149,790 Changes in cash flow from financing activities 4,102,210 ( 3,565,000) 200,000 737,210 At December 31, 2019 $ 7,697,000 $ 13,990,000 $ 5,200,000 $ 26,887,000
7. RELATED PARTY TRANSACTIONS
(1)Names of related parties and relationship
Names of related parties
Clevo (Cayman Islands) Holding Company Kapok Computer (Samoa) Corporation Clevo Computer Singapore Pte Ltd. Kapok Computer Co., Ltd. Clevo Investment Co., Ltd. Kapok Computer (Kunshan) Co., Ltd. Kalor Buynow (Heifei) Electronic Information Co., Ltd. Buynow (Hangzhou) Electronic Information Co., Ltd. Buynow (Zhenzhou) Electronic Information Co., Ltd. Tianjin Buynow Electronic Information Co., Ltd. Shantou Buynow Mall Co., Ltd. Anshan Buynow Electronic Information Co., Ltd. Taizhou Buynow Electronic Information Co., Ltd. Dezhou Buynow Electronic Information Co., Ltd. Quanzhou Buynow Industry Co., Ltd. Epoque Corporation
Relationship with the Company The Company's subsidiary The Company's subsidiary The Company's subsidiary The Company's subsidiary The Company's subsidiary
The Company is the ultimate parent The Company is the ultimate parent The Company is the ultimate parent The Company is the ultimate parent The Company is the ultimate parent The Company is the ultimate parent The Company is the ultimate parent The Company is the ultimate parent The Company is the ultimate parent The Company is the ultimate parent Same chairman with the Company
(2)Significant related party transactions
A. Operating revenue
| nificant related party transactions Operating revenue anzhou Buynow Industry Co., Ltd. oque Corporation |
The C Same |
ompany is the ultimate paren chairman with the Compan |
|
|---|---|---|---|
| Sales of products: Kapok Computer (Kunshan) Co., Ltd. |
Year ended December31,2020 |
Year ended December31,2019 |
|
| 4,329,715 $ |
4,222,883 $ |
-
(a) The products sold to subsidiaries are not sold to other customers. The sales price cannot be compared with others. The payment terms are 180 days, and the general customers are within 1~2 months.
-
(b) The Company sells materials (LCD) and semi-finished goods to subsidiaries to manufacture laptops, and the Company buys back those laptops, which will be sold to customers under a triangle trade. Materials and semi-finished goods sold to subsidiaries amounted to $4,329,715 and $4,222,883 for the years ended December 31, 2020 and 2019, respectively. The purchases
388
and sales are offset and shown at net in the financial statements.
B. Purchases
| Purchases | ||
|---|---|---|
| Year ended | Year ended | |
| December31,2020 | December31,2019 | |
| Purchases of goods: | ||
| Kapok Computer (Kunshan) Co., Ltd. | 11,118,333 $ |
11,765,527 $ |
As the goods purchased from the subsidiary are unique, the purchase prices cannot be compared with other items. The payment term is 30 days Against Monthly Statement and the debit and credit is offset. The Company may prepay if there is demand for funds to prepare materials. The payment terms of general customers are within 1~5 months.
C. Receivables from related parties
| terms of general customers are within 1~5 months. Receivables from related parties |
|
|---|---|
| December31,2020 Accounts receivable: Kapok Computer (Kunshan) Co., Ltd. 1,440,203 $ |
December 31, 2019 |
| 1,252,715 $ |
Receivables from related parties arise mainly from selling products and the receivables do not bear interest and no collaterals were pledged. There are no provisions held against receivables from related parties.
D. Other receivables due from related parties
| related parties. Other receivables due from related parties |
||
|---|---|---|
| Loans to /from related parties-subsidiaries Clevo (Cayman Island) Holding Company Kapok Computer (Samoa) Corporation Interest receivable Others |
$ | December 31, 2019 1,214,201 207,236 |
| 1,421,437 4,694 6,970 |
||
| 11,664 | ||
| $ | 1,433,101 |
As of December 31, 2020, the Company has collected all other receivables due from related parties. The loans to subsidiaries are repayable at maturity one year after the loan was granted and carry interest at 1% per annum for the years ended December 31, 2020 and 2019. The interest receivable (recognised as other receivables due from related parties) as of December 31, 2020 and 2019 was $0 and $4,694, respectivley. Additionally, interest income recognised in 2020 and 2019 was $9,975 and $4,694, respectively.
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E. Other payables to related parties
| Other payables to related parties | ||
|---|---|---|
| December 31, 2019 | ||
| Loans to related parties-subsidiaries | ||
| Kapok Computer Co., Ltd. | $ | 55,000 |
| Clevo Investment Co., Ltd. | 49,000 | |
| 104,000 | ||
| Interest payable | 287 | |
| Others | 123 | |
| 410 | ||
| $ | 104,410 |
As of December 31, 2020, the Company has repaid all other payables to related parties. The loans from subsidiaries are repayable at maturity one year after the loan was obtained and carry interest at 1.04% per annum for the years ended December 31, 2020 and 2019. The amount of interest payable (recognised as other payables) as of December 31, 2020 and 2019 was $0 and $287, respectively. Additionally, interest expense recognised in 2020 and 2019 was $187 and $982, respectively.
F. Long-term payables (shown as other non-current liabilities-others)
| Loans to related parties-subsidiaries Clevo Computer Singapore Pte Ltd. |
$ $ | December 31, 2019 117,351 117,351 |
|---|---|---|
As of December 31, 2020, the Company has repaid all long-term payables to related parties. The loans from subsidiaries and associates are repayable at maturity within 2~4 years and carry interest at 0% per annum for the years ended December 31, 2020 and 2019. The interest payable as of December 31, 2020 and 2019 was both $0, and no interest expense was recognised in 2020 and 2019.
- G. Endorsements and guaantees provided to related parties
The amount of endorsements and guarantees provided to subsidiaries in 2020 and 2019 are as follow:
| follow: | ||
|---|---|---|
| Shantou Buynow Mall Co,., Ltd Dezhou Buynow Electronic Information Co., Ltd. Taizhou Buynow Electronic Information Co., Ltd. Buynow (Hangzhou) Electronic Information Co., Ltd. Subsidiaries |
$ | December 31, 2019 431,320 198,594 129,396 97,793 60,180 |
| $ | 917,283 |
As of December 31, 2020, the Company did not provide endorsements and guarantees to related parties.
390
H. Others
-
(a) The joint guarantor and co-issuer of the guarantee notes of bank borrowings is Kent Hsu in 2020 and 2019.
-
(b) For the year ended December 31, 2019, the Company pledged time deposits to financial institutions as collateral for the borrowings made by the Company’s subsidiary, Shantou Buynow Mall Co., Ltd..
-
(c) The Company jointly participated in the Taipei Main Station District Parcel C1/D1 (the Eastern Part) Land Development Project of Taipei City Government and jointly established Tatpei Twin Towers Limited with Epoque Corporation, please refer to Note 6(5) for further information.
(3)Key management compensation
| information. management compensation |
||
|---|---|---|
| YearendedDecember31,2020 Salaries and other short-term employee benefits 40,853 $ Post-employment benefits 1,233 42,086 $ |
YearendedDecember31,2019 | |
| 51,563 $ 1,277 52,840 $ |
8. PLEDGED ASSETS
The Company’s assets pledged as collateral are as follows:
| Pledgedasset | December31,2020 December 31, 2019 Purpose 1,022,720 $ 1,520,899 $ STANDBY L/C 、Long-term borrowings 324,210 326,951 Long-term borrowings 1,921,453 1,579,381 Long-term borrowings 3,268,383 $ 3,427,231 $ Bookvalue |
|
|---|---|---|
| Financial assets at amortised cost-current Property, plant and equipment Investment property |
9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT
COMMITMENTS
(1)Contingencies
None.
(2)Commitments
As of December 31, 2020 and 2019, the Company has issued guarantee notes amounting to $25,673,888 and $25,081,970, respectively, for bank repayment and forward exchange trading.
10. SIGNIFICANT DISASTER LOSS
None.
11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE
The Board of Directors has resolved the appropriation of 2020 earnings in 2021. Details are provided
391
in Note 6(17) F.
12. OTHERS
(1) Capital management
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Company monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including ‘current and non-current borrowings’ as shown in the consolidated balance sheet) less cash and cash equivalents. Total capital is calculated as ‘equity’ as shown in the balance sheet plus net debt.
During the year ended December 31, 2020, the Company’s strategy, which was unchanged from 2019, was to maintain the gearing ratio under 50%. The gearing ratios at December 31, 2020 and 2019 were as follows:
| 2019 were as follows: | ||
|---|---|---|
| Total borrowings Less: Cash and cash equivalents Net debt Total equity Total capital Gearing ratio |
December31,2020 24,160,571 $ 3,367,525) ( ( 20,793,046 39,879,138 60,672,184 $ 34% |
December 31, 2019 |
| 26,887,000 $ 5,878,402) 21,008,598 39,795,261 60,803,859 $ 35% |
(Remainder of page intentionally left blank)
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A. Financial instruments by category
(2) Financial instruments
December 31, 2020 December 31, 2019
Financial assets
Financial assets at fair value through profit or loss Financial assets mandatorily measured at fair value through profit or loss $ 959,371 $ 606,051 Financial assets at amortised cost $ 7,925,542 $ 11,972,299
| Financial liabilities Financial liabilities at fair value through profit or Financial liabilities designated at fair value through profit or loss 15,781 $ Financial liabilities at amortised cost 24,880,939 $ |
1,008 $ |
|---|---|
| 27,575,299 $ |
Note: Financial assets measured at amortised cost include cash and cash equivalents, accounts and notes receivable (including related parties), other receivables (including related parties), refundable deposits and financial assets measured at amortised cost – current. Financial liabilities measured at amortised cost include short-term borrowings, accounts and notes payable (including related parties), other payables, corporate bonds payable(including current portion), long-term borrowings (including those maturing within one year or one business cycle), guarantee deposits received and other financial liabilities.
- B. Financial risk management policies
The Company’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. To minimise any adverse effects on the financial performance of the Company, derivative financial instruments, such as foreign exchange forward contracts and foreign currency option contracts are used to hedge certain exchange rate risk.
-
C. Significant financial risks and degrees of financial risks
-
(a) Market risk
Foreign exchange risk
-
i. The Company operates internationally and is exposed to foreign exchange risk arising from the transactions of the Company and its subsidiaries used in various functional currency, primarily with respect to the USD and RMB. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities.
-
ii. Management has set up a policy to require group companies to manage their foreign exchange risk against their functional currency. The companies are required to hedge their entire foreign exchange risk exposure with the Company treasury. Exchange rate risk is measured through a forecast of highly probable USD and RMB expenditures. Forward
393
foreign exchange contracts are adopted to minimise the volatility of the exchange rate affecting cost of forecast inventory purchases.
-
iii. To deduct the risk of fair value from exchange rate fluctuation and the risk of cash flow, the Company hedges foreign assets and liabilities or expected transaction that are probably by using financial derivatives such as forward exchange contracts. The Company monitors the exchange rate fluctuation at any time, and sets stop loss limit.
-
iv. The Company’s businesses involve some non-functional currency operations (the Company’s and certain subsidiaries’ functional currency: NTD; other certain subsidiaries’ functional currency: RMB and JPY). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:
| fluctuations is as follows: | ||
|---|---|---|
| (Foreign currency: functional currency) Financial assets Monetary items USD:NTD RMB:NTD HKD:NTD JPY:NTD Investments accounted for under the equity method USD:NTD Financial liabilities Monetary items USD:NTD |
Foreign currency amount (In thousands) Exchangerate 238,765 $ 28.10 28,169 4.31 3 3.62 2,300 0.27 1,861,976 28.10 13,680 28.10 December31,2020 |
Book value (NTD) |
| 6,709,297 $ 121,408 11 621 52,321,526 384,408 |
||
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==> picture [424 x 279] intentionally omitted <==
----- Start of picture text -----
December 31, 2019
Foreign currency
amount Book value
(In thousands) Exchange rate (NTD)
(Foreign currency: functional
currency)
Financial assets
Monetary items
USD:NTD $ 270,667 30.09 $ 8,144,370
RMB:NTD 184,431 4.31 794,898
HKD:NTD 8,710 3.86 33,621
JPY:NTD 7,263,428 0.28 2,033,760
Investments accounted for under
the equity method
USD:NTD 1,720,301 30.09 51,763,858
Financial liabilities
Monetary items
USD:NTD 6,761 30.09 203,438
----- End of picture text -----
-
v. The total exchange gain (loss), including realised and unrealised arising from significant foreign exchange variation on the monetary items held by the Company for the years ended December 31, 2020 and 2019, amounted to ($558,262) and ($108,525), respectively.
-
vi. Analysis of foreign currency market risk arising from significant foreign exchange variation:
| variation: | |||
|---|---|---|---|
| (Foreign currency: functional currency) Financial assets Monetary items USD:NTD RMB:NTD HKD:NTD JPY:NTD Financial liabilities Monetary items USD:NTD |
Year ended December 31, 2020 | ||
| Effect on profitor loss Effect on other comprehensive income 53,674 $ - $ 971 - - - 5 - 3,075 - Sensitivityanalysis |
|||
| Degree of variation 1% 1% 1% 1% 1% |
Effect on profitor loss |
||
| 53,674 $ 971 - 5 3,075 |
- $ - - - - |
||
395
Year ended December 31, 2019
| Yea | rendedDecember31,2019 | rendedDecember31,2019 | rendedDecember31,2019 | rendedDecember31,2019 | |
|---|---|---|---|---|---|
| Sensitivityanalysis | |||||
| Effect on other | |||||
| Degree of | Effect on | comprehensive | |||
| variation | profitor loss | income | |||
| (Foreign currency: functional | |||||
| currency) | |||||
| Financial assets | |||||
| Monetary items | |||||
| USD:NTD | 1% | $ | 65,155 |
$ | - |
| RMB:NTD | 1% | 6,359 | - | ||
| HKD:NTD | 1% | 269 | - | ||
| JPY:NTD | 1% | 16,270 | - | ||
| Financial liabilities | |||||
| Monetary items | |||||
| USD:NTD | 1% | 1,628 | - |
Price risk
-
i. The Company’s financial instruments, which are exposed to price risk, are the held financial assets at fair value through profit or loss, financial assets at fair value through other comprehensive income. To manage its price risk arising from investments in financial instruments, the Company diversifies its portfolio.
-
ii. The Company’s investments in equity securities comprise shares and open-end funds issued by the domestic and foreign companies. The prices of financial instruments would change due to the change of the future value of investee companies. If the prices of these financial instruments had increased/decreased by 1% with all other variables held constant, post-tax profit for the years ended December 31, 2020 and 2019 would have increased/decreased by $9,594 and $6,061, respectively, as a result of gains/losses on financial instruments classified as at fair value through profit or loss. Other components of equity would have increased/decreased by both $0, as a result of gains/losses on equity securities classified as at fair value through other comprehensive income.
Cash flow and fair value interest rate risk
-
i. The Company’s main interest rate risk arises from long-term borrowings with variable rates, which expose the Company to cash flow interest rate risk. During 2020 and 2019, the Company’s borrowings at variable rate were mainly denominated in New Taiwan dollars.
-
ii.The Company’s borrowings are measured at amortised cost. The borrowings are periodically contractually repriced and to that extent are also exposed to the risk of future changes in market interest rates.
iii.If the borrowing interest rate had increased/decreased by 1% with all other variables held
396
constant, profit, net of tax for the years ended December 31, 2020 and 2019 would have decreased/increased by $153,285 and $175,096, respectively. The main factor is that changes in interest expense result from floatingrate borrowings.
-
(b) Credit risk
-
i. Credit risk refers to the risk of financial loss to the Company arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the accounts receivable based on the agreed terms, and the contract cash flows of debt instruments stated at amortised cost.
-
ii. According to the Company’s credit policy, each local entity in the Company is responsible for managing and analysing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors.
-
iii. Individual risk limits are set based on internal or external ratings in accordance with limits set by the management of credit manage. The utilisation of credit limits is regularly monitored.
-
iv. For banks and financial institutions, only independently rated parties with a best rating are accepted.
-
v. The Company adopts following assumptions under IFRS 9 to assess whether there has been a significant increase in credit risk on that instrument since initial recognition:
-
(i) If the contract payments were past due over 30 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition.
-
(ii) If any external credit rating agency rates these bonds as investment grade, the credit risk of these financial assets is low.
-
-
vi. The Company adopts the assumption under IFRS 9, that is, the default occurs when the contract payments are reclassified to overdue receivables as the Company expects them to be uncollectible.
-
vii. The following indicators are used to determine whether the credit impairment of debt instruments has occurred:
-
(i) It becomes probable that the issuer will enter bankruptcy or other financial reorganization due to their financial difficulties;
-
(ii) The disappearance of an active market for that financial asset because of financial difficulties;
-
(iii) Default or delinquency in interest or principal repayments;
-
(iv) Adverse changes in national or regional economic conditions that are expected to cause a default.
-
-
viii.The Company classifies customer’s accounts receivable in accordance with customer types. The Company applies the modified approach using provision matrix to estimate
397
expected credit loss under the provision matrix basis.
- ix. The Company used the forecastability of Taiwan Institute of Economic Research boom observation report to adjust historical and timely information to assess the default possibility of accounts receivable, contract assets and lease payments receivable. On December 31, 2020 and 2019, the provision matrix is as follows:
| At December 31, 2020 Expected loss rate Total book value Loss allowance Expected loss rate Total book value Loss allowance At December 31, 2019 Expected loss rate Total book value Loss allowance Expected loss rate Total book value Loss allowance |
Notpastdue 0.04% 3,102,784 $ 665) ( 181~270 days past due |
1~90 days pastdue 0.08% 405,342 $ 3,229) ( Over 270 days pastdue |
91~180 days pastdue 10.28% - $ - Total |
|---|---|---|---|
| 100% - $ - Notpastdue |
100% 682 $ 682) ( 1~90 days pastdue |
3,508,808 $ 4,576) ( 91~180 days pastdue |
|
| 0.05% 2,804,050 $ 745) ( 181~270 days pastdue |
0.11% 289,869 $ 305) ( Over 270 days pastdue |
13.32% 7,309 $ 974) ( Total |
|
| 100% - $ - |
100% 12,263 $ 12,263) ( |
3,113,491 $ 14,287) ( |
x. Movements in relation to the Company applying the modified approach to provide loss allowance for accounts receivable is as follows:
2020
| At January 1 Provision Write-offs At December 31 |
Accountsreceivable | |
|---|---|---|
| ( | 14,287 $ 1,500 11,211) 4,576 $ |
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2019
| Accounts receivable | ||
|---|---|---|
| At January 1_IAS 39 | $ | 14,287 |
| Write-offs | - | |
| At December 31 | $ | 14,287 |
-
(c) Liquidity risk
-
i. Cash flow forecasting is performed in the operating entities of the Company and aggregated by Group treasury. Group treasury monitors rolling forecasts of the Company’s liquidity requirements to ensure it has sufficient cash to meet operational needs.
-
ii. The table below analyses the Group’s non-derivative financial liabilities and net-settled or gross-settled derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date for nonderivative financial liabilities and to the expected maturity date for derivative financial liabilities.The amounts disclosed in the table are the contractual undiscounted cash flows:
| December31,2020 | Less than 1 year |
Between 1 and2years |
Between 2 and 5 years |
Over5 years |
|---|---|---|---|---|
| Non-derivative financial liabilities Bonds payable Long-term borrowings (including current portion) Guarantee deposits i d December31,2020 |
40,000 2,885,773 - Less than 1 year |
40,000 2,420,318 9,492 Between 1 and2years |
5,065,973 8,648,122 - Between 2 and 5 years |
- - - Over5 years |
| Derivative financial liabilities Forward exchange contracts |
15,781 | - | - | - |
399
| December31,2019 | Less than 1 year |
Between 1 and2years |
Between 2 and 5 years |
Over5 years |
|---|---|---|---|---|
| 40,000 3,038,076 12,199 117,351 6,018 Between 1 and2years |
5,040,000 10,562,378 - - 51,153 Between 2 and 5 years |
- - - - - Over 5 years |
||
| Bonds payable Long-term borrowings (including current portion) Guarantee deposits Long-term payables to related parties Financial guarantee contracts December 31, 2019 |
||||
| Derivative financial liabilities Forward exchange contracts |
$ 1,008 | - | - | - |
Except for the above, the Company’s non-derivative financial liabilities all are matured within 1 year.
- iii. The Company does not expect the maturity date will be early, or the actual amount will be different.
(3) Fair value information
-
A. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:
-
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Company’s investment in listed stocks and beneficiary certificates is included in Level 1
-
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The fair value of the Company’s investment in off-the-run beneficiary certificates, bank debentures, convertible bonds and derivative instruments is included in Level 2.
-
Level 3:Unobservable inputs for the asset or liability. The fair value of the Company’s investment in investment property is included in Level 3.
400
B. Financial instruments not measured at fair value
The carrying amounts of cash and cash equivalents, accounts receivable (including related parties), other receivables, short-term borrowings, notes payable, accounts payable (including related parties), other payables, corporate bonds payable, long-term borrowings (including current portion) and other financial liabilities. are approximate to their fair values.
C. The related information of financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities at December 31, 2020 and 2019 is as follows:
(a) The related information of the nature of the assets and liabilities is as follows:
| December31,2020 Assets Recurring fair value measurements Financial assets at fair value through profit or loss Equity securities Forward exchange contracts Beneficiary certificates Investment property (Note ) Liabilities Recurring fair value measurements Forward exchange contracts December31,2019 Assets Recurring fair value measurements Financial assets at fair value through profit or loss Equity securities Non-current assets held for sale (Note 2) |
Level 1 651,483 $ - - - - ( 651,483 $ Level 1 606,051 $ - 606,051 $ |
Level 2 - $ 9,351 298,537 - 15,781) 292,107 $ Level 2 - $ - - $ |
Level3 Total - $ 651,483 $ - 9,351 - 298,537 1,921,453 1,921,453 - 15,781) ( 1,921,453 $ 2,865,043 $ Level3 Total - $ 606,051 $ 1,579,381 1,579,381 1,579,381 $ 2,185,432 $ |
Level3 Total - $ 651,483 $ - 9,351 - 298,537 1,921,453 1,921,453 - 15,781) ( 1,921,453 $ 2,865,043 $ Level3 Total - $ 606,051 $ 1,579,381 1,579,381 1,579,381 $ 2,185,432 $ |
|---|---|---|---|---|
| 606,051 $ 1,579,381 |
||||
| 2,185,432 $ |
Note: Investment property measured at fair value.
(b)The methods and assumptions the Company used to measure fair value are as follows:
i.The instruments the Company used market quoted prices as their fair values (that is, Level
1) are listed below by characteristics:
401
Listed shares Open-end fund / Debt securities Net asset Market quoted price Closing price value
-
ii. Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes. The fair value of financial instruments measured by using valuation techniques can be referred to current fair value of instruments with similar terms and characteristics in substance, discounted cash flow method or other valuation methods, including calculated by applying model using market information available at the balance sheet date (i.e. yield curves on the Taipei Exchange, average commercial paper interest rates quoted from Reuters).
-
iii. When assessing non-standard and low-complexity financial instruments, for example, debt instruments without active market, interest rate swap contracts, foreign exchange swap contracts and options, the Company adopts valuation technique that is widely used by market participants. The inputs used in the valuation method to measure these financial instruments are normally observable in the market.
-
iv. The valuation of derivative financial instruments is based on valuation model widely accepted by market participants, such as present value techniques and option pricing models. Forward exchange contracts are usually valued based on the current forward exchange rate.
-
v. The output of valuation model is an estimated value and the valuation technique may not be able to capture all relevant factors of the Company’s financial and non-financial instruments. Therefore, the estimated value derived using valuation model is adjusted accordingly with additional inputs, for example, model risk or liquidity risk and etc. In accordance with the Company’s management policies and relevant control procedures relating to the valuation models used for fair value measurement, management believes adjustment to valuation is necessary in order to reasonably represent the fair value of financial and non-financial instruments at the balance sheet. The inputs and pricing information used during valuation are carefully assessed and adjusted based on current market conditions.
-
vi. The Company takes into account adjustments for credit risks to measure the fair value of financial and non-financial instruments to reflect credit risk of the counterparty and the Company’s credit quality.
-
D. For the years ended December 31, 2020 and 2019, there was no transfer between Level 1 and Level 2.
-
E. The movement of Level 3 for the years ended December 31, 2020 and 2019 are provided in Note 6(8)
402
-
F. For the years ended December 31, 2020 and 2019, there was no transfer into or out from Level 3.
-
G. Financial and Administrative segment is in charge of valuation procedures for fair value measurements being categorised within Level 3 (investment property), which is based on the valuation methods and assumptions announced by the Financial Supervisory Commission, Securities and Futures Bureau or through outsourced appraisal performed by the external valuer. The Company set up valuation policies, valuation processes and rules for measuring fair value of investment property and ensure compliance with the related requirements in IFRS.
-
H. The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:
Fair value at Significant Range December 31, Valuation unobservable (weighted Relationship of 2020 technique input average) inputs to fair value Investment $ 1,921,453 Income Long-term rent (Note 1) The higher the longproperty approach of revenue growth term rent revenue discounted rate and growth rate, the cash flow discount rate higher the fair value; method The higher the discount rate, the lower the fair value
Note 1: The range of long-term rent revenue growth rate is 1%; the range of discount rate is provided in Note 6(8).
| Investment property |
Fair value at December 31, 2019 |
Valuation technique |
Significant unobservable input |
Range (weighted average) |
Relationship of inputstofairvalue |
|---|---|---|---|---|---|
| 1,579,381 $ |
Income approach of discounted cash flow method |
Long-term rent revenue growth rate and discount rate |
(Note 1) | The higher the long- term rent revenue growth rate, the higher the fair value; The higher the discount rate, the lower the fair value |
Note 1: The range of long-term rent revenue growth rate is 1%; the range of discount rate is provided in Note 6(8).
13. SUPPLEMENTARY DISCLOSURES
(1) Significant transactions information
-
A. Loans to others: Please refer to P289-303.
-
B. Provision of endorsements and guarantees to others: Please refer to P304-307.
403
-
C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to P308-309.
-
D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company’s paid-in capital: None
-
E. Acquisition of real estate reaching $300 million or 20% of paid-in capital or more: Please refer to P310.
-
F. Disposal of real estate reaching $300 million or 20% of paid-in capital or more: Please refer to P311.
-
G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: Please refer to tP312.
-
H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Please refer to P313.
-
I. Trading in derivative instruments undertaken during the reporting period: As of December 31, 2020, the Company’s open interest derivative instruments amounted to ($6,431). The Company recognised net loss amounting to $16 on derivative instruments in 2020.
-
J. Significant inter-company transactions during the reporting period: Please refer to P314-319.
-
(2) Information on investees
Names, locations and other information of investee companies (not including investees in Mainland China): Please refer to P320-324.
(3) Information on investments in Mainland China
-
A. Basic information: Please refer to P325-333.
-
B. Ceiling on investments in Mainland China: Please refer to P325-333
-
C. Significant transactions, price, payment term and unrealised gain or loss, either directly or indirectly through a third area, with investee companies in the Mainland Area: Significant sales (purchases), property transactions, accounts receivable (payable), provision of endorsements and guarantees from notes or provides collaterals and accommodation of funds, either directly or indirectly through a third area, with investee companies in the Mainland Area: Provided in Note13(1) A, B, E, G, H, J.
(4) Major shareholders information
Major shareholders information: Please refer to P334.
14. SEGMENT INFORMATION
None
404