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DE LICACY Annual Report 2020

Jul 30, 2021

51822_rns_2021-07-30_719b7b2c-a810-42e8-9858-d0f514048cb7.pdf

Annual Report

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Stock Code: 1464

DE LICACY INDUSTRIAL CO., LTD. DE LICACY INDUSTRIAL CO., LTD.

2020 Annual Report

Apr. 30, 2021

Website for inquiry of annual report: http://mops.twse.com.tw http://www.delicacy.com.tw/zh-tw/Investor/Shareholders/Stockholders’ Meeting

1. Spokesman, Acting Spokesman

Name of the Spokesman: CHU, YING-CHU Title: Manager of Management Division Tel.: (06) 5992866 #307

Email: [email protected]

Name of the Acting Spokesman: YU, I-NENG

Title: Executive Deputy General Manager of Management Division Tel.: (06) 5992866 #201

Email: [email protected]

2. Company Address:

Company Address:
Name Address Tel.
Headquarter No. 240, Sanshe Village, Xinshi Dist.,
Tainan City
(06)5992866-9
Factory No. 240, Sanshe Village, Xinshi Dist.,
Tainan City
(06)5992866-9
Taipei Office 10F, No. 188, Section 5, Nanjing East Road,
Taipei City
(02)27639088
(representative)
Shanghai
Representative Office
Lansheng Building, 29th Floor, 2-8 Huaihai
Middle Road,Luwan District,Shanghai
86-21-63191199 #602

3. The Stock Transfer Agency

Name Stock Agency Department, MasterLink Securities Corporation Address B1, No. 35, Lane 11, Guangfu North Road, Songshan District, Taipei

City

Tel 02)2768-6668

Website http://www.masterlink.com.tw

4. Accountant Certified the Recent Annual Financial Statement

Name Deloitte & Touche

Name of Accountant YANG, CHAO-CHIN, LI, CHI-CHEN

Address 13F, No. 189, Section 1, Yongfu Road, Tainan City (70051) Tel (06)2139988

Website http://www.deloitte.com.tw

  1. Name of the exchange of trading listed overseas securities and methods to inquire about the listed overseas securities: None.

6. Company’s Website

http://www.delicacy.com.tw

Table of Contents

I. Letter to Shareholders …………………………………………………………...1 1. Business Report of the Previous Year (2020) ……………..…………………3 2. Overview of Business Plan of the Current Year (2021) ………..……………4 II. Company Profile ………………………………………………………………. 5 1. Date of Incorporation …………………………………….………………… 5 2. Company History ………………………………………………………..… 5 III. Corporate Governance Report …………………………..…………………… 8 1. Organization Structure ……………………………..……………………… 8 2. Directors, Supervisors, General Manager, Deputy General Manager, Associates, Departments and Branches Officer Information …..…….……10 3. Implementation of Corporate Governance ………………………………. 19 4. Information on CPA Professional Fees ………………………………..… 49 5. Information on Replacement of Certified Public Accountants ……..…… 50 6. If the chairman, general manager, or manager in charge of financial or accounting matters of the Company has worked in the firm of the certified public accountant or its affiliates within the last year, the name, title, and period of employment in the firm of the certified public accountant or its affiliates should be disclosed ……………………………………………. 50 7. Any Transfer of Equity Interests and/or Pledge of or Change in Equity Interests by A Director, Supervisor, Managerial Officer, or Shareholder with a Stake of More than 10 Percent during the Most Recent Year or During the Current Year up to the Date of Publication of the Annual Report ……..…50 8. Information on the Relationship between any of the top Ten Shareholders (Related Party, Spouse, or Kinship within the Second Degree) ……….. 51 9. The number of shares held by the Company, its directors, supervisors, managers and businesses directly or indirectly controlled by the Company in the same re-invested business and the consolidated percentage of shareholding are calculated ….………………………………………….…53 IV. Capital Overview…...…………………………………………………..…….54 1. Capital and Shares …………………………………………………….… 54 2. Corporate Bond..……………….…………………………………………..60 3. Preferred Shares:……………………………………………………..…….60 4. Issuance of Overseas Depositary Receipt s………….………….………… 60 5. Employ Stock Warrants:……………………………………...……………60 6. New Restricted Employee Shares …………………………..…………… 60 7. Mergers and acquisitions (including mergers, acquisitions and demergers) …………………………………………..………………….… 60 8. Implementation of capital utilization plan………………...……………… 60

V. Operations Profile……………………………….……………………… 61 1. Business Scope ……………………………………………………… 61 2. Market and Sales Overview ………………………………………… 66 3. Employee Information……………….……………………………… 77 4. Information on Environmental Expenditure Information…………… 77 5. Labor Relations……………………………………………………… 79 6. Important Contracts…………………………………………..……… 81 VI. Financial Information…………………………………………………...… 83 1. Condensed balance sheet, comprehensive income statement, name of The accountants and their audit opinion for the last five years ….…… 83 2. Financial analysis for the past five years …………………….………… 87 3. Supervisors’ /Audit Committee’s Report for the Most Recent Year…… 90 4. The most recent annual audited individual financial statements ……..… 91 5. The most recent annual audited consolidated financial statements …… 177 6. The impact on the financial position of the Company and its affiliates in the event of financial difficulties in the most recent year and as of the printing date of the annual report …….…………………………… 269 VII.Review of Financial Conditions, Financial Performance, and Risk Management ………………………………………..……………...……… 270 1. Financial Status………………………….……………………………… 270 2. Financial Performance ……………………………………..…………… 272 3. Cash Flow ………………………..……………………………...……… 274 4. The impact of major capital expenditure in the last year on the financial business………………………………………………………………….. 275 5. Re-investment policy, major reason for profit/loss of the last year, improvement plan and the investment plan for the coming year ……..… 275 6. Risk items, and the related analysis and evaluation of the recent years and as of the printing date of the annual report ……………………….…….. 276 7. Other important matters…………………………..…..……….………… 279 VIII. Special Disclosure ……………………..………………………………… 286 1.Summary of Affiliated Companies……..….…………………………… 286 2.Private Placement Securities during the most recent fiscal year as well as the current fiscal year up to the date of publication of the annual report………………………………………………………………….…..294 3.Holding or Disposal of the Company’s Shares by Affiliated Companies during the most recent fiscal year as well as the current fiscal year up to the date of publication of the annual report ……………….…………… 294 4.Other Necessary Supplementary Notes ………………………………… 281 IX. In the event of any matter which has had a significant impact on shareholders rights or the price for the securities referred to Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act during the most recent fiscal year as well as the current fiscal year up to the date of publication of the annual report……………...…………295

I. Letter to Shareholders

Ladies and gentlemen of the shareholders Good day to you all!

Thank you to all shareholders for taking the time to attend the shareholders' meeting. We sincerely welcome and thank you for your interest and support.

Inthe year 2020,the Company reported a net loss of NT$207 million and EPS of -0.54 due to the impact of the COVID-19 epidemic on the European and U.S. end markets and the depreciation of the U.S. dollar.

  1. Production and Sales Overview:

  2. (1) Production: 12,771 thousand yards of staple fabrics were produced in 2020, a negative growth of 34.96% compared to 19,636 thousand yards in 2019; 121,748 thousand yards of long fiber fabrics were produced in 2020, a negative growth of 20.60% compared to 153,342 thousand yards in 2019.

  3. (2) Sales: In 2020, sales of staple fabrics were 12,439 thousand yards, a negative growth of 33.29% compared to 2019, which was 18,647 thousand yards; sales of long fibers were 112,305 thousand yards, a negative growth of 25.67% compared to 2019, which was 151,098 thousand yards.

  4. 2.Operating situation:

Consolidated net operating revenues of NT$8,594,659 thousand for fiscal 2020 compared to NT$10,919,724 thousand for fiscal 2019, a negative growth of 21.29%. The consolidated net loss of NT$206,633 thousand for 2020 grew 133.63% negative than the consolidated net income of NT$614,463 thousand for 2019.

Looking forward to the operations in 2021, most of our customers have restarted their shipment momentum and our operations are gradually rejuvenating. In the year 2021, we will focus on the development of environmentally friendly, functional and fashionable products that meet the needs of the environment. We are actively working with upstream material manufacturers to develop new recycled materials and additives, and integrate our innovative technologies in false-twin, weaving, dyeing and finishing, and post-processing lamination and coating equipment to improve product quality and added value.We are working hard to transform our production technology. Future Company Development Strategy

  • (1)Strengthen the interaction with brand customers and cooperate directly with final buyer to improve the sales volume andWe will actively grasp the main and potential customer groups (such as GOLF products, UN IFORM products, Casual products).

  • (2)Promote core products and strengthen theaccess to garment factories. Long fiber products: elastic shirt fabric, soluble yarn, brushed fabric. Short-fiber products: elastic shirt fabric, flannel fabric, interwoven and postdyed fabric.

  • (3)We are deeply involved in functional furniture fabric, apparel fabric, SPORT fabric and OUTDOOR fabric. The furniture fabric was emphasized in Mainland China, Northern Europe and Italy, with BVB yarn and wool yarn as the main sales; while the clothing market was emphasized in the top brands in North America and Europe, with sports, casual and fashion.

  • (4)Enhance R&D and innovation capabilities, strengthen product planning, improve quality, and accelerate the development of differentiated products (especially in response to the tariff exemptions in ASEAN-7 countries).

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Moreover, by participating in a large number of exhibitions and other activities, we are able to cultivate quick and flexible market responsiveness among our sales staff and R&D personnel.

  • (5)Dedicated to the research and development of leisure products and expanding the market of sports and leisure field, we develop the latest materials , such as: high elasticity and high resilience elastic processing yarn, Tencel cotton feel processing yarn, embossed appearance fabric material, wool feel processing yarn, etc.

  • (6)Vietnam Deli Factory mainly: ①In response to the tariff exemption in the Japanese market, the main suppliersUNIQLO The main products are casual and home wear, supplemented by designer co-branded products of +J series.② Strengthen cooperation with Vietnamese garment manufacturers and trading companies. We supply Vietnamese garment factories with short delivery time and fast service as our biggest advantage. ③ Japanese company technical cooperation, the Japanese company send staff to the field of technology & quality control, to raise the level of the Vietnamese and Japanese customers in line with the requirements.

Influences from the external competitive environment, regulatory environment and general business environment

The Company's business is conducted in compliance with the relevant laws and regulations of domestic and overseas transfer countries, and the management team will continue to pay close attention to any changes in policies and laws that may affect the Company's financial and business operations. We will continue to promote our products and quality systems to meet the requirements of international regulations and obtain certifications to enhance the positive effects on our operations.

As we welcome the new year, we are confident that we will be able to emerge in the face of various difficult circumstances. We ask for the continued support and guidance of our shareholders and directors, and our management team will strive to move towards stable growth and create better performance.

Lastly, we wish all shareholders

good health and all the best

Chairman YEH,CHIA-MING

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一、 Business Report of the Previous Year (2020)

(1) Business Plan Implementation Results:

Unit:; NT$1,000

Unit:; NT$1,000
Year
Items
2020 2019 Increase
(decrease)
Changes ratio %
Net sales revenue 8,407,460 10,533,526
(2,126,066)
(20.18)
Other operatingrevenue 187,199 386,198 (198,999) (51.53)
Total operatingrevenue 8,594,659 10,919,724 (2,325,065) (21.29)
Operatingcosts 7,350,952 8,865,307 (1,514,355) (17.08)
Grossprofit 1,243,707 2,054,417 (810,710) (39.46)
Unrealized sales income (26) - (26) (100.00)
Realized operatingmargin 1,243,681 2,054,417 (810,736) (39.46)
Sales and marketing 471,947 576,654 (147,707) (18.16)
General and administrative 490,694 475,357 15,337 3.23
Research and development 208,459 231,949 (23,490) (10.13)
The expected credit loss
impairment
60,043 24,314 35,729 146.95
Total operatingexpenses 1,231,143 1,308,274 (77,131) (5.90)
Other income and expenses (9,383) 55,618 (65,001) (116.87)
Operatingnetprofit 3,155 801,761 (798,606) (99.61)
Total non-operating income and
expenses
(294,957) (134,874) (160,083) (118.69)
Net income (loss) before income
tax
(291,802) 666,887 (958,689) (143.76)
Total income tax expense
(income)
(85,169) 52,424 (137,593) (262.46)
Current net income (loss) (206,633) 614,463 (821,096) (133.63)
Other comprehensive income
(Income after tax)
(17,771) (113,896) 96,125 84.40
Current total comprehensive
income
(224,404) 500,567 (724,971) (144.83)

Production and sales:

(1) Production: 12,771 thousand yards of staple fabrics were produced in 2020, a negative growth of 34.96% compared to 19,636 thousand yards in 2019; 121,748 thousand yards of long fiber fabrics were produced in 2020, a negative growth of 20.60% compared to 153,342 thousand yards in 2019.

(2) Sales: In 2020, sales of staple fabrics were 12,439 thousand yards, a negative growth of 33.29% compared to 2019, which was 18,647 thousand yards; sales of long fibers were 112,305 thousand yards, a negative growth of 25.67% compared to 2019, which was 151,098 thousand yards.

(2)Status of implementation of budgets: not applicable.

(3)Financial Revenue and Expenditure and Analysis of Profitability:

Unit: %

Unit: %
Item 2020 2019
Financial structure Debt to asset ratio(%) 69.44 66.63
Long-term capital to fixed assets ratio(%) 145.82 153.51
Solvency Current ratio 111.66 120.12
Quick ratio 68.52 72.24
Interest coverage ratio (0.64) 4.24
Profitability Return on assets(%) (0.33) 4.43

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Shareholders Return on equity (%) Shareholders Return on equity (%) (3.53) 10.70
Percentage of paid-in capital (%) Operating profit 0.08 20.85
Netprofit before tax (7.59) 17.34
Netprofit ratio(%) (2.40) 5.63
Earningsper share(NT$) (0.54) 1.61

(4) Research and Development Status: See Page 61~66.

. Overview of Business Plan of the Current Year (2021)

In the year 2021, we will focus on the development of environmentally friendly, functional and fashionable products that meet the needs of the environment. We are actively working with upstream material manufacturers to develop new recycled materials and additives, and integrate our innovative technologies in false-twin, weaving, dyeing and finishing, and post-processing lamination and coating equipment to improve product quality and added value. We are making efforts to transform our production technology, and in the area of short-fiber fabrics, we 1. Produce long fiber YD fabric. 2. Fine count cotton fabric. 3. Produce new long and short fiber interwoven fabrics. Functional products that combine fashion, leisure and comfort. In the area of long-fiber fabrics, we focus on high-tech innovation to produce functional products that are thinner, more flexible, comfortable and environmentally friendly.

  • (1) Management policy and important production and marketing policies:

  • 1.Strengthen the interaction with brand customers and cooperate directly with final buyers to improve the sales volume and the stability of single source, and actively grasp the main and potential customer base.

  • 2.Promote our core products and strengthen the access to garment factories. Long fiber products: elastic shirt fabric, soluble yarn, brushed fabric. Short-fiber products: elastic shirt fabric, flannel fabric, interwoven and post-dyed fabric.

  • 3.Deeply involved in functional furniture fabric, apparel fabric, SPORT fabric and OUTDOOR fabric. The furniture fabric was emphasized in Mainland China, Northern Europe and Italy, with BVB yarn and wool yarn as the main sales; while the clothing market was emphasized in the top brands in North America and Europe, with sports, casual and fashion.

  • 4.Enhance R&D and innovation capabilities, strengthen product planning, improve quality, and accelerate the development of differentiated products (especially in response to the tariff exemptions in ASEAN-7 countries) as well as foster fast and flexible market responsiveness of our sales and R&D staff.

  • 5.Dedicated to the research and development of leisure products and expanding the market of sports and leisure field, we develop the latest materials , such as: high elasticity and high resilience elastic processing yarn, Tencel cotton feel processing yarn, embossed appearance fabric material, wool feel processing yarn, etc.

  • 6.Vietnam Deli Factory mainly: (1) In response to the tariff exemption in the Japanese market, the main suppliersUNIQLO The main products are casual and home wear, supplemented by designer co-branded products of +J series. (2) Strengthen cooperation with Vietnamese garment manufacturers and trading companies. We supply Vietnamese garment factories with short delivery time and fast service as our biggest advantage. (3) Japanese company technical cooperation, the Japanese company send staff to the field of technology & quality control, to raise the level of the Vietnamese and Japanese customers in line with the requirements.

  • (2) Expected sales volume and its basis (The following expected sales volume is estimated by the sales department based on the current economic conditions):


the sales department based on the

current economic conditions):
Main Products Long-fiber fabrics Staple Fiber Fabric
Expected sales volume for theyear 166,208 thousand yards 19,580 thousandyards

Responsible Person: YEH,CHIA-MING. Manager: YEH,WEI-LI Accounting Supervisor: Yu Yi-Neng

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II. Company Profile

  1. Date of Incorporation: July 10, 1982

2. Company History:

1982 The company was founded with a paid-in capital of NT$1 million, and purchased about 50
sets of Chinese antique looms and rented a factory in the Yong-Han Industrial Zone in Hsin-
Chiu to engage in the OEM business of fabric weaving.
1984 The preparation equipment such as warping and sizing are added to make the whole weaving
operation consistent.
1985 We purchased 54 looms and started the production of pre-dyed fabrics.
1986 Purchased the current site of 6,500 pings in Sanshue, Xinshi Township, Tainan County to
cope with the rapid expansion of business.
1987 The company has purchased 120 sets of rapier type shuttleless looms and set up an office in
Taipei to actively expand its domestic and foreign sales business. At this point, the company
has moved away from OEM and is taking orders for its own business. In the second half of
the year, we introduced yarn-dyeing equipment, which enabled us to enter the field of
weaving and dyeing of fabrics in a consistent manner.
1989 Purchased an office in Taipei to strengthen the expansion of domestic and foreign sales.
1992 The capital increase from retained earnings and cash was used to build a long-fiber weaving
plant and a dyeing and finishing plant, which enabled the company to enter the ranks of
medium-sized enterprises and to master the highest value-added part of the weaving process.
Since then, the Company has formally entered the field of production and sales of long-fiber
fabrics and dyed fabrics after dyeing and finishing.
1996 The stock exchange approves the listing of the stock.
1997 Stock listing in January.
1998 Expanded long fiber dyeing and finishing plant, false-twister plant and yarn dyeing plant. The
factory in Hangzhou, China is completed with an investment of US$30 million, with 45%
investment by our company (Taiwan Deli).
1999 Obtained European "Oeke-Tex" certification.
2000 The Company invests another NT$29 million in the Hangzhou Deli factory in China,
resulting in a total investment of NT$479 million, or 43.55% of the Company's investment.
Awarded member of Du Pont's Best Partner Program.
2001 Obtained the "EZ-DRY" trademark pattern.
2005 On September 5, the board of directors of Baihe Investment Co., Ltd., Baili Investment Co.,
Ltd. and Zhaohong Investment Co., Ltd. resolved to merge, with Baihe Investment Co., Ltd.
as the surviving company, and set October 5 as the base date for the merger.
On October 18, the board of directors resolved to merge the subsidiaries, Baihe Investment
Co., Ltd. and Charles Schwab Investment Co., Ltd. and set December 8 as the base date for
the merger, and to cancel the shares of the parent company held by the original subsidiary. On
December 8, the Company absorbed and cancelled 46,541,374 shares of the parent company
held by its subsidiaries, and the capital stock amounted to NT$1,755,960,020 after the
cancellation.
2006 Added a finishing and laminating plant.
2007 The finishing and laminating factory starts to take orders for production.
2009 Victory Samoa Holdings Co., Ltd., the 100% owned subsidiary of the Company use equity
transfer to increase capital up to USD 2,050,005 and obtained 15.56% of shares from Yizhong
(Shanghai) Co., Ltd. (Deli (Shanghai) Textile Co., Ltd.)
2010 In June 2000, the Company purchased 907 thousand shares of Tung Ming Fiber from an
unrelated party, and held 89.84% of the Company’s shares as of the end of December 2000.
On July 9, 2000, the Company adopted paperless shares.
2011 The Company and its subsidiary Defa International Industrial Limited jointly invested in The
Deying International Trade Company in January 2011, holding 50% and 49.90% of the
Company's shares, respectively. The Deying International Trade Company is principally
engaged in the wholesale and retail of garments.
Purchased 6,119 thousand shares of LUCKY UNIQUE ENT. CO., LTD. and increased its
shareholding from 3.20% to 23.55%.
Acquired 1,873,000 shares of Defa International Industrial Limited, increasing its
shareholding from 43.55% to 77.60%.
The Company reinvested in China Hangzhou De Licacy Factory in the amount of
NT$472,749 thousand, and the total investment amounted to NT$1,026,451 thousand,
representing 77.60% of the investment.

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  • 2012 Acquired 5,100 thousand shares of Fufa Industrial Limited and increased its shareholding from 23.55% to 45.30% by increasing its shareholding by 3,485 thousand shares through cash capital increase.

  • Acquired 1,981 thousand shares of Defa International Industrial Limited, increasing its shareholding from 77.60% to 100%.

  • The Company reinvested in China Hangzhou De Licacy Factory in the amount of NT$308,021 thousand, and the total investment amounted to NT$1,334,472 thousand, with an investment ratio of 100.00%.

  • 2013 Eden Road Company established NEW HAO ENTERPRISE CO., LTD. (NEW HAO Company, 100% shareholding) with a capital contribution of $10,500 thousand in 2013 and on December 27, 2013, NEW HAO Company acquired 44.44% of De Licacy (Shanghai) from Guangzhou De Licacy Company at a cost of US$10,500,000.

  • 2014 On Jan. 16, 2014, the 14[th] Board 18[th] Board Meeting, the adjustment of organization of Hangzhou De Licacy Texile Limited, De Licacy (Shanghai) Textile Limited was approved On March 26, 2014, the Chairman of the Company, on behalf of its subsidiaries, EDEN ROAD INTERNATIONAL LIMITED and DE LICACY (SAMOA) HOLDINGS CO. On March 6, 2013, the chairman of the board of directors of EDEN ROAD INTERNATIONAL LIMITED and DE LICACY (SAMOA HOLDINGS CO., LTD.), entered into a share transfer agreement with PERFECT STEP INVESTMENTS LIMITED, which provides for a total transfer price of RMB260,835,000 per mu, based on a land parcel area of 245.57 mu as verified by both parties.

  • In April, CHADTEX INDUSTRIAL CO., LTD. was established with a capital of NT$85,000 thousand, holding 53.125% of the shares.

  • Since October, the Company's consolidated shareholding in Fufa Company is 50.59%, and the Company has control over Fufa Company and its investees E TEXTILE CO. Ltd., Zhejiang Fufa Textile Co., Ltd. are included as subsidiaries of the Company.

  • At the end of December, Bright Wisdom Holding Ltd. purchased 80.769% of the shares of TOTAL EXPRESS LTD. with a capital contribution of US$1, and TOTAL EXPRESS LTD. was incorporated as a subsidiary of the Company.

  • In December, De Licacy (Shanghai) Textile Limited, Somoa Victory Holdings Limited, and NEW HAO ENTERPRISE CO., LTD. completed the transfer of their shareholdings and the Company lost control over them.

  • 2015 In March, the board of directors approved the issuance of NT$200 million of the first domestic secured convertible bonds and NT$250 million of the second domestic unsecured convertible bonds.

  • On June 11, 2015, SERVICE GREEMENT was signed with Toyotsu Fashion Express Co., Ltd., a 100% owned subsidiary of TOYOTA TSUSHO CO.

  • The Company invested in DE DLICACY HOLDINGS CO., LTD. and then invested in DE SHEN (CAYMAN) HOLDINGS CO. and then invested in Vietnam Company.

  • 2016 In cooperation with Tainan Enterprise, Nan De Company invested $5,100,000 to acquire 51% equity in December 2015, and Nan De Company is a subsidiary of the Company. In March 2016, our subsidiary, De Licacy SAMOA Holding Limited, invested in De Licacy (Anguilla) Holdings Limited for USD4,905,000 and invested in NEWPREMIUM ENTERPRISE CO. ENTERPRISE CO.,LTD and indirectly acquired Jei Jom ENTERPRISE CO.,LTD USD1,470,000. The Company owns 49% of the shares of NEWPREMIUM and Jei Jom ENTERPRISE CO.

  • 2017 Deli International Limited, a subsidiary, acquired Budweiser Holdings Limited for US$5.63 million from FAITH GAIN INVESTMENT LIMITED, a subsidiary, in order to indirectly hold the equity interest in Zhejiang Fufa Textile Ltd.

  • The subsidiaries, De Licacy (Samoa) Holdings Co., LTD. and Nutransfer International Co.,LTD. and Subtex Trading Co., LTD. agreed to jointly invested to establish NUTRANSFER (SAMOA) INTERNATIONAL CO., LTD. abroad with the total contribution of USD 200, where De Licacy (Samoa) Holdings Co., LTD. invested USD 1 million, accounted for 50% of the total shares, NUTRANSFER (SAMOA) INTERNATIONAL CO.,LTD then indirectly made investment in Vietnam and established Nutransfer International (Vietnam) Co., Ltd. with 100% shareholding and entered pringing industry.

  • 2018 In December 2017, the Company invested US$1,105 thousand to establish Jingda Global Company (100% shareholding), and in July 2018, the Company invested an additional US$830 thousand mainly for indirect investment in ATAGO Vietnam (30% shareholding).

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In April 2018, Somoa Le Licacy invested US$11,920,000 to establish Mega Ventures Company (85% shareholding), which is mainly used to indirectly invest in GLORY WEALTHY CORPORATION LIMITED (38% shareholding).

In November 2018, Deli International Limited and Eden Road International Limited increased their investment in Bright Wisdom Ltd. by US$2,151 thousand and US$416 thousand, respectively, mainly to reinvest in Lucky Apex Ventures Limited (100% shareholding) and then indirect investment on Anqing Defa Company (100% shareholding). The investment was approved by the Investment Review Committee of the Ministry of Economic Affairs on October 30, 2018.

  • 2019 On June 28, 2019, the Company established Deguo Company (60% shareholding) with an unrelated party at a capital of $12,000 thousand, which is mainly engaged in general import and export trade.

  • Acquired 3.96% equity interest in Fufa Company from an unrelated party for $21,664 thousand in June 108, resulting in an increase in shareholding from 55.74% to 59.7%.

  • Deyi Company and Eden Road Company invested in Bright Wisdom Ltd. for reinvestment in Lucky Apex Ventures Limited (100% shareholding) and indirectly in Anqing Defa Company (100% shareholding). The investment was approved by the Investment Commission of the Ministry of Economic Affairs on October 30, 2018. Bright Wisdom Ltd. increased its capital in cash in June 2019, but Tung Ming, Deli Company and Eden Road Company did not recognize the investment in Bright Wisdom Ltd. in proportion to their shareholdings. However, Tung Ming, Deli Company and Eden Road Company did not recognize the change in their proportional shareholding in Bright Wisdom Ltd. to 5.22%, 45.85% and 20.23%, respectively.

  • Bright Wisdom Ltd. acquired 19.231% of the shares of Zhejiang Fufa Company and Total Express Ltd. from key management at the end of 2019 for $74,950 thousand ($2,500 thousand) (recorded as other payables - related parties), resulting in an increase in the shareholding ratio from The shareholding ratio increased from 80.769% to 100%.

  • In June 2019, the Company acquired 3.96% of Fufa Company from an unrelated party for $21,664 thousand, increasing its shareholding from 55.74% to 59.7%.

  • 2020 On January 14, 2020, the board of directors approved the acquisition of 5.22% and 20.23% of the shares of Bright Wisdom Ltd. from Dongming Company and Eden Road Company, respectively, at US$1.0376 per share, in order to indirectly increase the investment in Zhejiang Fufa Company and Anqing Fufa Company, resulting in an increase in the shareholding ratio from 45.85% to 71.3%. The transfer of shares was a reorganization of a jointly controlled entity.

On January 14, 2020, the board of directors approved the purchase of 1.22% equity interest in Fufa from Dongming, a subsidiary, for $6,633,000, resulting in an increase in shareholding from 59.7% to 60.92%, which is an organizational reorganization under common control. On March 12, 2020, the board of directors approved the sale of 60% of the shares held by Teckwah to its subsidiary, FuFa Company, for $12,000 thousand, which is an organizational reorganization under common control.

  • The sold shares of LUCKY UNIQUE ENT. CO., LTD. which accounted for 35.94% of all and held by the Company is proposed and approved by the Board of Directors on June 16, 2020, which reduced shareholding ratio to 24.98%; hence, the amalgamated company lost control of LUCKY UNIQUE and its subsidiary and the remaining part of investment is recognized for investment in associates subject to the fair value on the day losing control of the same.

The 91.28% shares of TONG MING ENTERPRISE CO., LTD. held by the Company was approved by the Board of Directors to sell to LUCKY UNIQUE ENT. CO., LTD. on April 20, 2020; hence, the transfer of equity is classified as reorganization under a common control entity

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III. Corporate Governance Report

(I) Organization Structure

  1. Company Organizational Structure

Shareholders Meeting Audit Committee Remuneration Committeee The Board of Directors Auditing Office Chairman General Manager General Manager’s Office Clothing Business R&D Center epartment R&D Division Work Affairs Division Production Department Production Department Management Division for Long Fibers for Stable Fibers Management Office of Shared Facilities Financia General Vietnam Business Sales Sales Sales Department Shanghai Office Affairs Factory Development Division 3 Division 2 Division 1 Office Office Office Group Electrical Environmental Quality Dyed Health Preparation Warehouse and Protection Control Yarn Management Division Division Mechanical Department Division Division Division Division Information Accounting Costs Work Division Division Division Safety Office Shipping Financial Purchasing General Division Division Division Affairs Research and Material Product Contracting Technical Physical Long-fiber Staple Fiber Quality Special Dyeing Organizing Dyeing and False-twister Twisted Preparation Weaving Fabric Securityn Warehouse Division Developmen Developmen Development Division Development Properties Examination Examination Control Processing Division Division Finishing Division Yarn Division Division Production Divisio Division Division Course Division Course Office Office Office Division Division Production Division and Management Management Division Division

     - 8 -

2. Business Content of All Departments

Department Main Task
Auditing Office Establish the company's auditing system and revise it in a timely manner.
Audit each cycle operation is executed in accordance with the company rules and
regulations, and submit audit reports for approval, and make tracking reports for
any irregularities.
Schedule the annual audit schedule and upload the related information.
Work Safety
Office
Manage the planning and supervise the affairs of labor safety and health management
of each department.
Management
Division
Responsible for budgeting, audit accounting, bookkeeping, cost accounting,
financial tax management, capital market fundraising, capital management and
utilization, operation analysis, general affairs, procurement, personnel, system
planning, external affairs related to IPO, stock trading, programming, system
maintenance, and other matters as assigned.
Handle matters related to investor relations.
Management
Office of Shared
Facilities

Provide power, steam, soft water and machine maintenance for the whole
company.
Production
Department for
Long Fibers
Production
Department for
Stable Fibers
Manage the affairs related to production control, manufacturing, quality control,
maintenance and repair, and other assigned matters.
Work Affairs
Division
Responsible for market research, sales forecasting and planning, sales promotion,
market development, product sales, payment collection, and after-sales service.
R&D Division Develop, execute and follow up on new product development plans.
The collection and management of new product information and market trends.
Production design analysis, manufacturing technology and processing technology
research.
Develop new cloths and materials.
Improve the quality of existing products and improve the efficiency of machinery
and human resources.
R&D Center Engage in forward-looking innovative R&D work.
Focus on long-term research and development and patent applications.
Submit applications to government departments and consortia for research and
development projects.
Develop Senior Human Resources.
Build the company's core technology.
Clothing
Business
Department
Develop and manufacture all kinds of functional outdoor and sportswear.
Produce high-end apparel for internationally renowned brands.
     - 9 -

(II) Directors, Supervisors, General Manager, Deputy General Manager, Associates, Departments and Branches Officer Information

1. Directors’ Information (1)

Apr. 12, 2021

Apr. 12, 2021 Apr. 12, 2021 Apr. 12, 2021
Title
(Note 1)
Name Nationality/
Registration
Place
Gender Date First
Elected
(Note 2)
Date
Elected
Term
(Years)
Shareholding when
Elected
Own Shareholdings Shares held by
spouse, minor
children
Shareholding by
Nominee
Arrangement
Experience (Education)
(Note 3)
Other Position
in the
Company and
other
Companies


Executives, Directors or
Supervisors who are spouses or
within two degrees of kinship
Remark
Number of
shares
Shareho
lding
ratio
Number of
shares
Shareho
lding
ratio
Number
of
shares
Shareh
olding
ratio
Number
of
shares
Shareholdi
ng ratio
Title Name Relation
Chairman YEH,CHIA-MING R.O.C. Male 2008.06.06 2017.06.08 3 3,398,181
0.88
3,288,181 0.86 -- -- -- -- Graduate Institute, University of Southern
California
Associates, De Licacy Industrial Co., Ltd.
Note 5 Directors
Directors
YEH,WEI-LI
YEH,CHIA-HAO
Brothers
Brothers
Instituti
onal
Director
Fuhua Investment
Co., Ltd.
Representative:
YEH,CHIA-HAO
R.O.C. Male 2006.06.14 2017.06.08 3 31,213,994
8.12
30,000,994 7.80 -- -- -- -- Graduate Institute, New York University
Hangzhou Deli Textile Co., Ltd.
Deputy Chairman
Note 6 Chairman
Directors
YEH,CHIA-MING
YEH,WEI-LI
Brothers
Brothers
Instituti
onal
Director
Fuhua Investment
Co., Ltd.
Representative:
YEH,WEI-LI
R.O.C. Male 2014.06.20 2017.06.08 3 31,213,994
8.12
30,000,994 7.80 60,835 0.02 -- -- Graduate Institute, University of Southern
California
Manager, De Licacy Industrial Co., Ltd.
Note 7 Chairman
Directors
YEH,CHIA-MING
YEH,CHIA-HAO

Brothers
Brothers
Instituti
onal
Director
Fuhua Investment
Co., Ltd.
Representative:
KUO,CHUN-HSIUNG
R.O.C. Male 2006.06.14 2017.06.08 3 31,213,994
8.12
30,000,994 7.80 322,069 0.08 -- -- Major in Textiles, National Taipei
University of Technology
Associates, EVEREST
Note 8 None None None
Indepen
dent
Director
HUANG,CHUN-JEN R.O.C. Male 2017.06.08 2017.06.08 3 60,577 0.01 60,577 0.01 564 -- -- -- Department of Chemical Engineering, Hwa
Hsia University of Technology
General Manager, WELL UNIQUE
ENTERPRISE CO., LTD.
Chairman,Hanpin International Co.,Ltd.

Note 9
None None None
Indepen
dent
Director
SU,PO-CHENG R.O.C. Male 2017.06.08 2017.06.08 3 12,762 -- 12,762 -- -- -- -- -- Department of Applied Chemistry,
Tamkang University
General Manager, HONE-STRONG
INDUSTRIAL CO.,LTD.
Note 10 None None None
Indepen
dent
Director
TSAI,CHI-CHUN R.O.C. Male 2020.06.10 2020.06.10 3 -- -- -- -- -- -- -- -- Graduate Institute, University of Southern
California
Graduated from the Department of Public
Administration
Deputy Chairman, SPORTSLINK TAIWAN
LIMITED
Note 11 None None None

Note 1: Corporate shareholders should list the name of the corporate shareholder and the representative separately (for those who are representatives of the corporate shareholder, the name of the corporate shareholder should be indicated), and should fill in Table 1 below.

Note 2: Enter the time when you first became a director or supervisor of the Company. If there is any interruption, please provide a note to explain.

Note 3: For experience related to the current position, if you have worked for a certified public accountant firm or a related company during the previous reporting period, you should specify the title and responsibilities of your position.

Note 4: If the chairman of the board of directors and the president or equivalent (top manager) are the same person, spouses or relatives of one another, the reasons, reasonableness, necessity, and relevant information on the measures to be taken shall be stated. Note 5: Chairman, YEH, CHIA-MING, is concurrently working as chairman of Fufa International Investment Co., Ltd., WELL UNIQUE ENTERPRISE CO., LTD., Yongyi Investment Co., Ltd., representative of institutional director and chairman of DNE ENERGY INC., DE-

FA INTERNATIONAL INDUSTRIAL CO., LTD. and TUNG MING TEXTILE CO.,LTD., representative of institutional director, Zhejiang Fufa Textile Co., Ltd., Deyang Co., Ltd., SHENG-BO TECHNOLOGY CORP., E TEXTILE CO., LTD., Hangzhou DE LICACY Texile CO., LTD., SILVER SHORES INTERNATIONAL LIMITED, APEX (ANQING)TEXTILE CO.,LTD, De Kao Trading Co., Ltd, R&L SOLAR SOLUTIONS TAIWAN INC., Deri company, Dexing company, Full Vision Enterprise Co., Ltd and Jinlin Venture Capital Co., Ltd.,

     - 10 -

representative of institutional director and responsible person of De Licacy (Anguilla) Holdings Limited, Xinhu Venture Investment Co,.Ltd., EDEN ROAD Inernational Limited, Jingda Global Co., Ltd., Mega Ventures Co., Ltd., director of FORWARD Investment Limited, Vicotry International Trade Company , Fufa Industrial Co., Ltd., ERA NOUVEAU INTERNATIONAL CO., LTD. and FUTURE TYCOON TRADING CO., Ltd., representative of institutional director and responsible person of EDEN ROAD Inernational Limited, De Licacy (Anguilla) Holdings Limited, Xinhu Venture Investment Co,.Ltd., Jingda Global Co., Ltd. and Mega Ventures Co., Ltd., and responsible person of DE SHEN (Cayman) Holdings Limited, Delicacy BVI Holdings Limited, DE HONG HOLDINGS CO.,LTD, EDEN ROAD Inernational Limited(Hong Kong), FAITH GAIN INVESTMENT LIMITED and CHENG FONG BAKERY SUPPLY CO..

  • Note 6: Representative of institutional director of FORWARD Investment Limited, Mr. YEH, CHIA-HAO, is concurrently working as deputy chairman of the Company, chairman of Vicotry International Trade Company, Quanye Investment (Stock) Co., Ltd.,

  • representative of institutional director and chairman of Zhejiang Fufa Textile Co., Ltd., APEX (ANQING)TEXTILE CO.,LTD, FUTURUS CO., LTD., representative of institutional director and responsible person of Jinlin Venture Capital Co., Ltd., responsible person

  • of Lee hing co., ltd., LUCKY APEX VENTURES LIMITED, TOTAL EXPRESS LTD, Bright Wisdom Holdings Limited, representative of institutional director of Hangzhou DE LICACY Texile CO., LTD., DE-FA INTERNATIONAL INDUSTRIAL CO., LTD., DNE ENERGY INC., TUNG MING TEXTILE CO.,LTD., director of FORWARD Investment Limited, Fufa International Investment Co., Ltd., WELL UNIQUE ENTERPRISE CO., LTD., SILVER SHORES INTERNATIONAL LIMITED, Mega Ventures Co., Ltd., representative of institutional supervisor of Deyang Co., Ltd., SHENG-BO TECHNOLOGY CORP., Deri company, Dexing company.

  • Note 7 Representative of institutional director of FORWARD Investment Limited, Mr. YEH,WEI-LI, is concurrently working as the general manager of the Company, chairman of FORWARD Investment Limited, Morning Light International Investment Company, director of Fufa International Investment Co., Ltd., Vicotry International Trade Company, Accuratech precision inc., Mega Ventures Co., Ltd., SILVER SHORES INTERNATIONAL LIMITED, FUTURE TYCOON TRADING CO., Ltd., representative of institutional director of Hangzhou DE LICACY Texile CO., LTD., Zhejiang Fufa Textile Co., Ltd., CHADTEX INDUSTRIAL CO., LTD., DE HONG HOLDINGS CO.,LTD, APEX (ANQING)TEXTILE CO.,LTD, Jinlin Venture Capital Co., Ltd., supervisor of WELL UNIQUE ENTERPRISE CO., LTD., TUNG MING TEXTILE CO.,LTD., representative of institutional supervisor of Defa International Industrial Co., Ltd., responsible person of Vietnam DE LICACY INDUSTRIAL CO., LTD., ALPHABAY INVESTMEN LIMITED.

  • Note 8 Representative of institutional director of FORWARD Investment Limited, Mr. KUO,CHUN-HSIUNG, is concurrently working as the deputy chairman of the Company, representative of institutional director and general manager, TUNG MING TEXTILE

  • CO.,LTD., representative of institutional supervisor of Hangzhou DE LICACY Texile CO., LTD., Zhejiang Fufa Textile Co., Ltd., representative of institutional director and chairman of CHADTEX INDUSTRIAL CO., LTD., E TEXTILE CO., LTD., De Kao Trading Co., Ltd, Full Vision Enterprise Co., Ltd, representative of institutional director of Fufa Industrial Co., Ltd., representative of institutional director and responsible person of DE HONG INTERNATIONAL CO.,LTD (DH), responsible person of FUTURE TYCOON HOLDINGS CO., Ltd., director of ERA NOUVEAU INTERNATIONAL CO., LTD., De Licacy Educational Foundation.

Note 9: Mr. HUANG,CHUN-JEN, an independent director, is currently the general manager of WELL UNIQUE ENTERPRISE CO., LTD.

Note 10: Mr. SU,PO-CHENG, an independent director, is currently the directorandgeneral manager of HONE-STRONG INDUSTRIAL CO., LTD.; Director of ZIG SHENG INDUSTRIAL CO., LTD. and BEAUTY-STRONG DYEING & FINISHING CO., LTD.; chairman of Tianhe Investment Co., Ltd.

Note 11: Mr. TSAI,CHI-CHUN, an independent director, is currently the Vice Chairman of SPORTSLINK TAIWAN LIMITED

Table 1: Major shareholders of the institutional shareholders

Name of Institutional Shareholders Major shareholders of the juristic persons
Fuhua Investment Co., Ltd. YEH,WEI-LI (18.03%), Chenxi International Investment Co., Ltd. (81.97%)

Note 1: If the director or supervisor is a representative of a corporate shareholder, the name of the corporate shareholder should be entered.

  • Note 2: Enter the names of the major shareholders of the corporation (the top ten in terms of shareholding) and their shareholding ratios. If the major shareholder is a corporation, the following table 2 should be completed.

  • Note 3: If a corporate shareholder is not a corporate organization, the name of the shareholder and the percentage of shareholding should be disclosed in the preceding paragraph.The name of the shareholder and the percentage of shareholding disclosed in the preceding paragraph are the name of the contributor or donor and the percentage of contribution or contribution.

Table 2: Major shareholders of the Company’s major institutional shareholders

Name of Institutional Shareholders Major shareholders of thejuristicpersons
Chenxi International Investment Co.,Ltd. YEH,WEI-LI,HUNG,SHEN-I
  • Note 1: If the director or supervisor is a representative of a corporate shareholder, the name of the corporate shareholder should be entered.

  • Note 2: Enter the names of the major shareholders of the corporation (the top ten in terms of shareholding) and their shareholding ratios.

  • Note 3: If a corporate shareholder is not a corporate organization, the name of the shareholder and the percentage of shareholding should be disclosed in the preceding paragraph.The name of the shareholder and the percentage of shareholding disclosed in the preceding paragraph are the name of the contributor or donor and the percentage of contribution or contribution.

     - 11 -

Directors’ Information (2)

Criteria
Name
(Note 1)
Meets One of the Following Professional Qualification Requirements,
Together with at Least Five Years’ Work Experience
Meets One of the Following Professional Qualification Requirements,
Together with at Least Five Years’ Work Experience
Meets One of the Following Professional Qualification Requirements,
Together with at Least Five Years’ Work Experience
Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Number of
Other
Public
Companies
in Which
the
Individual
is
Concurrent
ly Serving
as an
Independe
nt Director
An instructor or
higher position in a
department of
commerce, law,
finance, accounting,
or other academic
department related to
the business needs of
the Company in a
public or private
junior college,
college or university
A judge, public prosecutor,
attorney, Certified Public
Accountant, or other
professional or technical
specialist who has passed a
national examination and
been awarded a certificate in
a profession necessary for
the business of the Company
Has 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
YEH,CHIA-MING None
Fuhua Investment Co., Ltd.
Representative:
YEH,CHIA-HAO
None
Fuhua Investment Co., Ltd.
Representative: YEH,WEI-LI
None
Fuhua Investment Co., Ltd.
Representative: KUO,CHUN-
HSIUNG
None
HUANG,CHUN-JEN None
SU,PO-CHENG None
TSAI,CHI-CHUN None

Note 1: The number of columns is adjusted according to the actual number.

  • Note 2: Please tick the corresponding boxes with “  ” that apply to a member during the two years prior to being elected or during the term(s) of office.

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

  • 2 Not a Director or Supervisor of the Company or its affiliates, (however, this does not apply, in case where the person is concurrently working as an Independent Director of the Company or its parent company, subsidiary or subsidiary of the same parent company established according to this Act or local country ordinances).

  • 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, second-degree relative or third-degree relative of the managers in (1) or persons in (2) or (3).

  • 5 Not a director, supervisor, or employees of a corporate shareholder that directly holds five percent or more of the total number of outstanding shares of the Company or that holds shares ranking in the top five in holdings or is the representative being assigned as the director or supervisor of the Company by in accordance with Article 27, Paragraph 1 or 2 of the Company Act, (However, this does not apply, in case where the person is concurrently working as an Independent Director of the Company or its parent company, subsidiary or subsidiary of the same parent company established according to this Act or local country ordinances).

  • 6 Not a director, supervisor or employee of other company which has over half of the number of directors’ seats or shares with voting rights of the Company and is controlled by the same person (however, this does not apply, in case where the person is concurrently working as an Independent Director of the Company or its parent company, subsidiary or subsidiary of the same parent company established according to this Act or local country ordinances).

  • 7 Not a director, supervisor or employee of other companies or institution which concurrently works as or in a spouse relationship to the chairman, general manager or personnel of relative duties of the Company (however, this does not apply, in case where the person is concurrently working as an Independent Director of the Company or its parent company, subsidiary or subsidiary of the same parent company established according to this Act or local country ordinances).

  • 8 Not a director, supervisor, manager or a shareholder holing five percent or more of the shares of a company or institution that has a business or financial relationship with the Company, (however, this does not apply, in case where the specific company or institution holds over 20% but less than 50% of the total number of issued shares of the Company and the person is concurrently working as an Independent Director of the Company or its parent company, subsidiary or subsidiary of the same parent company established according to this Act or local country ordinances).

  • 9 Not a professional who provides auditing, nor a professional who provides commercial legal, financial, accounting, or consulting services to the Company or its affiliates with the cumulated remuneration within the last two years less than NT$500,000, nor is an owner, partner, director, supervisor, or manager, or the spouse of any of the above, of a sole proprietorship, partnership, company, or organization that provides such service to the Company or its affiliates, However, this does not apply for members of compensation committee, public acquisition audit committee or special committee for merger who exercise power in accordance with relevant laws and regulations in Securities and Exchange Act or Business Mergers and Acquisitions Act.

  • 10 Not a spouse or relative of second degree or closer to any other directors.

  • 11 Not a person of any conditions defined in Article 30 of the Company Act

  • 12 Not elected as a governmental, juridical person or its representative defined in Article 27 of the Compan Act

     - 12 -

2. General Manager, Deputy General Manager, Associates, Departments and Branches Officer:

Title(Note 1) National
ity
Name Date Elected Gender Shareholdings Shareholdings Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding by
Nominee
Arrangement
Shareholding by
Nominee
Arrangement
Experience (Education)
(Note 2)
Other Position in other Companies Managers who are spouses
or within two degrees of
kinship
Managers who are spouses
or within two degrees of
kinship
Managers who are spouses
or within two degrees of
kinship
Remark
(Note 3)
Number of
shares
Sharehol
ding
ratio
Number of
shares
Shareholdi
ng ratio
Number
of
shares
Sharehol
ding
ratio
Title Name Relation
Special assistant
of the chairman
R.O.C. KUO,CHUN
-HSIUNG
2011.06.17 Male 156,804 0.04% 322,069 0.08% -- -- Major in Textiles, National
Taipei University of Technology
Associates, EVEREST
Representative of Institutional Director, TUNG MING TEXTILE CO., LTD.
General Manager
Representative of Institutional Supervisor, Hangzhou Deli Textile
Co., Ltd.
Representative of Institutional Supervisor, Zhejiang Apex Textile
Co.,Ltd.
Representative of Institutional Director, E TEXTILE CO., LTD.
Chairman
Representative of Institutional Director, LUCKY UNIQUE ENT.
CO. ,LTD
Representative of Institutional Director, CHADTEX INDUSTRIAL
CO., LTD. Chairman
Director, Deli Education Foundation
Representative of Institutional Director, Full Vision Enterprise Co.,
Ltd. Chairman
Responsible Person, Juheng Holdings Co., Ltd.
Director, ERA NOUVEAU INTERNATIONAL CO., LTD.
Representative of Institutional Director and Responsible Person
of E HONG INTERNATIONAL CO.,LTD (DH)
Representative of Institutional Director, De Kao Trading Co., Ltd.
Chairman
None None None
General
Manager
R.O.C. YEH,WEI-LI 2019.03.18 Male 2,859,392 0.74%
60,835
0.02% -- -- Graduate Institute, University
of Southern California
De Licacy Industrial Co., Ltd.
General Manager
Chairman Fuhua Investment Co., Ltd
Director, Fufa International Investment Co., Ltd.
Supervisor, WELL UNIQUE ENTERPRISE CO., LTD.
Supervisor, TUNG MING TEXTILE CO., LTD.
Representative of Institutional Supervisor, DE-FA
INTERNATIONAL INDUSTRIAL CO., LTD.
Director, FUSON INTERNATIONAL CO., LTD.
Representative of Institutional Director, Hangzhou Delicacy
Textile Co.,Ltd.
Representative of Institutional Director, Zhejiang Apex Textile
Co.,Ltd.
Representative of Institutional Director, CHADTEX INDUSTRIAL
CO., LTD.
Director, Accuratech precision inc.
Responsible Person, Vietnam Deli Industrial Co., Ltd.
Responsible Person, ALPHABAY INVESTMENT LIMITED
Director, SILVER SHORES INTERNATIONAL LIMITED
Representative of Institutional Director, DE HONG HOLDINGS
CO.,LTD
Director, Beauty Plus Ventures. Limited
Chairman, Chenxi International Investment Co., Ltd.
Representative of Institutional Director, Anqing Defa Textile Co.,
Ltd.
Associat
es,
Manage
ment
Division
CHI,WEI-
HSIEN
Second-
degree
kinship
     - 13 -
Title
(Note 1)
Nationality Name Date
Elected
Date
Gender Shareholdings Shareholdings Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding by
Nominee Arrangement
Shareholding by
Nominee Arrangement
Experience (Education)
(Note 2)
Other Position in other Companies Managers who are spouses or
within two degrees of kinship
Managers who are spouses or
within two degrees of kinship
Managers who are spouses or
within two degrees of kinship
Remark
Number
of shares

Shareholding
Ratio
Number of
shares
Shareholding
Ratio
Number
of
shares
Shareholding
Ratio
Title Name Relation
Vice General
Manager,
Clothing
Business
Department
(Note 4)
R.O.C. YANG,
YUAN-PO
2007.12.28 Male -- -- -- -- -- -- British Columbia Institute of
Technology
General Manager, Zhejiang Oriental
Baifu Manufacturing Co., Ltd.
General Manager, Dragon Crowd
Co. Ltd.(USA)
None None None None
Executive
Deputy
General
Manager of
Management
Division
Financial and
Accounting
Supervisor
R.O.C. YU,
I-NENG
2014.06.17 Male -- -- -- -- -- -- Accounting, Tamkang University
Manager, Hangzhou Delicacy Textile
Co.,Ltd.
Manager, DE-FA INTERNATIONAL
INDUSTRIAL CO., LTD.
Supervisor, Fufa International Investment Co., Ltd.
Director, Wanhao Co., Ltd.
Supervisor, Fusheng International Trade Co., Ltd.
Representative of Institutional Supervisor, Hangzhou
Delicacy Textile Co.,Ltd.
Supervisor Fuhua Investment Co., Ltd
Representative of Institutional Supervisor, LUCKY UNIQUE ENT.
CO. ,LTD
Supervisor, De Kao Trading Co., Ltd.
Supervisor, FUTURE TYCOON TRADING CO., Ltd.
Supervisor,Rights IndustryEquity (Stock)Co.,Ltd.
None None None
Associates,
Management
Division
(Note 5)
R.O.C. CHI,
WEI-HSIEN
2015.09.01 Female -- -- 3,398,181 0.88%
--
-- Graduate Institute, Mills College Director, WELL UNIQUE ENTERPRISE CO., LTD. General
Manager
YEH,WEI-
LI
Second-
degree
kinship
Deputy
General
Manager,
Production
Department
R.O.C. TSAI,
CHI-HSIU
2017.06.26 Male 628 -- 50 -- -- -- Chemical Engineering Department,
Vanung University
Supervisor, EVEREST
Manager, De Licacy Industrial Co.,
Ltd.
Supervisor, E TEXTILE CO., LTD.
Supervisor, WELL UNIQUE ENTERPRISE CO., LTD.
None None None

Note 1: The information of general manager, vice president, assistant manager, department and branch office heads should be included, and any position equivalent to general manager,vice president or assistant manager, regardless of title, should also be disclosed. Note 2: For experience related to the current position, if you have worked for a certified public accountant firm or a related company during the previous reporting period, you should specify the title and responsibilities of your position. Note 3: If the chairman of the board of directors and the president or equivalent (top manager) are the same person, spouses or relatives of one another, the reasons, reasonableness, necessity, and relevant information on the measures to be taken shall be stated. Note 4: Resigned Jun. 30, 2020. Note 5: Resigned Jun. 25, 2020.

  • 14 -

3.Remuneration of Directors, Supervisors, General Manager, and Deputy General Manager in recent years: ~~(1) Remuneration of General Directors and Independent Directors~~

NT$1,000

Title Name Directors’ Re Directors’ Re Directors’ Re Directors’ Re muneration muneration muneration muneration Ratio of Total
Remuneration
(A+B+C+D) to Net
Income
Ratio of Total
Remuneration
(A+B+C+D) to Net
Income
Relevant Remuneration Received by Dire Relevant Remuneration Received by Dire Relevant Remuneration Received by Dire Relevant Remuneration Received by Dire ctors Who are Also Employees ctors Who are Also Employees ctors Who are Also Employees ctors Who are Also Employees Ratio of Total
Compensation
(A+B+C+D+E+F+G) to
Net Income
Ratio of Total
Compensation
(A+B+C+D+E+F+G) to
Net Income
Compensat
ion Paid to
Directors
from an
Invested
Company
Other than
the
Subsidiaries
or Parent
Company
Base Compensation (A) Severance Pay (B) Bonus to Directors
(C)
Allowances (D) Salary, Bonuses, and
Allowances (E)
Severance Pay (F) Profit Sharing- Employee Bonus (G)
The
Compan
y
Companies in
the
consolidated
financial
statements


The
Company

Companies
in the
consolidat
ed
financial
statements

The
Company

Companies
in the
consolidat
ed
financial
statements

The
Company

Companies
in the
consolidate
d financial
statements


The
Company
Companies
in the
consolidate
d financial
statements
The
Company
Companies
in the
consolidat
ed
financial
statements

The
Company
Companies
in the
consolidate
d financial
statements
The Company Companies in the
consolidated
financial
The
Company
Companies
in the
consolidate
d financial
statements
Cash
Amount
Stock
Amount
Cash
Amoun
t
Stock
Amount
Chairman YEH,CHIA-MING 0 0 0 0 0
1,085
200
840
(0.10%) (0.93%) 2,681 7,862 0 0 0 0 0 0 (1.39%) (4.72%) 0
Institutional
Director
Fuhua Investment Co., Ltd.
Representative:
YEH,CHIA-HAO
0 0 0 0 0
1,085
200
680
(0.10%) (0.85%) 1,139 3,100 0 0 0 0 0 0 (0.64%) (2.35%) 0
Institutional
Director
Fuhua Investment Co., Ltd.
Representative:
YEH,WEI-LI
0 0 0 0 0
1,100
200
880
(0.09%) (0.95%) 2,356 7,901 0 0 0 0 0 0 (1.23%) (4.76%) 0
Institutional
Director
Fuhua Investment Co., Ltd.
Representative:
KUO,CHUN-HSIUNG
0 0 0 0 0
1,099
200
1,040
(0.09%) (1.03%) 2,187 7,020 0 0 0 0 0 0 (1.15%) (4.42%) 0
Independent
Director
HUANG,CHUN-JEN 250 0 0 0 0
0
200
200
(0.22%) (0.22%) 0 0 0 0 0 0 0 0 (0.22%) (0.22%) 0
Independent
Director
SU,PO-CHENG 250 0 0 0 0
0
200
200
(0.22%) (0.22%) 0 0 0 0 0 0 0 0 (0.22%) (0.22%) 0
Independent
Director
TSAI,CHI-CHUN 250 0 0 0 0
0
100
2011
(0.17%) (0.17%) 0 0 0 0 0 0 0 0 (0.17%) (0.17%) 0
Total 750 0 0 0 0
4,369
1,300
3,940
(0.99%) (4.37%) 8,363 25,883 0 0 0 0 0 0 (5.02%) (16.86%) 0
1.Please describe the policy, system, criteria and structure for the compensation of independent directors, and the relevance to the amount of compensation paid based on the responsibilities, risks, time commitment, etc.The compensation of the Company’s independent
directors is determined by the Compensation Committee with reference to the industry or related industry payout and the Company’s operating performance. The compensation of our independent directors is determined by the Compensation Committee with reference
to the industry or related industry payout and the Company’s operating performance, taking into account the directors’ participation in the Company’ The compensation of our independent directors is determined by the Compensation Committee with reference to the
industry or related industry payout and the Company’s operating performance, taking into account the directors’ participation in the Company’s operations and their individual performance contributions.The remuneration is set at NT$250,000 per year for each director,
regardless of profit or loss, and ispayable in the event of a loss.
2. Except as disclosed in the table above, the remuneration received by the directors of the Company for services rendered to all companies in the financial statements (e.g., as consultants to non-employees) in the most recent year: None.

Range of Remuneration

s of profit or loss, and ispayable in the event of a loss.
s disclosed in the table above, the remuneration received by
Range of Remuneration
the directors of the Company for services rendered to all companies in the financial statements (e.g., as consultants to non-employees) in the most recent year: None. the directors of the Company for services rendered to all companies in the financial statements (e.g., as consultants to non-employees) in the most recent year: None. the directors of the Company for services rendered to all companies in the financial statements (e.g., as consultants to non-employees) in the most recent year: None. the directors of the Company for services rendered to all companies in the financial statements (e.g., as consultants to non-employees) in the most recent year: None.
Range of remuneration paid to each of the Company’s
directors
Name of Directors
Total of(A+B+C+D) Total of(A+B+C+D+E+F+G)
The Company (Note 8) Companies in the consolidated financial
statements(Note 9) H
The Company (Note 8) Companies in the consolidated financial
statements(Note 9) I
Under NT$ 1,000,000 YEH,CHIA-MING
Representative of Fuhua Investment Co., Ltd.:
YEH,CHIA-HAO
Representative of Fuhua Investment Co., Ltd.:
YEH,WEI-LI
Representative of Fuhua Investment Co., Ltd.:
KUO,CHUN-HSIUNG
HUANG,CHUN-JEN, SU,PO-CHENG, TSAI,CHI-
CHUN
HUANG,CHUN-JEN, SU,PO-CHENG, TSAI,CHI-CHUN HUANG,CHUN-JEN, SU,PO-CHENG, TSAI,CHI-CHUN
  • 15 -
HUANG,CHUN-JEN, SU,PO-CHENG, TSAI,CHI-
CHUN
NT$1,000,000 (inclusive) ~ NT$2,000,000 (exclusive) YEH,CHIA-MING
Representative of Fuhua Investment Co., Ltd.:
YEH,CHIA-HAO
Representative of Fuhua Investment Co., Ltd.:
YEH,WEI-LI
Representative of Fufa International Investment
Co., Ltd.: YEH,CHIA-HAO
NT$2,000,000 (inclusive) ~ NT$3,500,000 (exclusive) Representative of Fuhua Investment Co., Ltd.:
KUO,CHUN-HSIUNG
NT$3,500,000 (inclusive) ~ NT$5,000,000 (exclusive) YEH,CHIA-MING
Representative of Fufa International Investment
Co., Ltd.: YEH,WEI-LI
Representative of Fufa International Investment
Co.,Ltd.: KUO,CHUN-HSIUNG
Representative of Fuhua Investment Co., Ltd.:
YEH,CHIA-HAO
NT$5,000,000 (inclusive) ~ NT$10,000,000 (exclusive) YEH,CHIA-MING
Representative of Fufa International Investment
Co., Ltd.: YEH,WEI-LI
Representative of Fufa International Investment
Co.,Ltd.: KUO,CHUN-HSIUNG
NT$10,000,000 (inclusive) ~ NT$15,000,000 (exclusive)
NT$15,000,000 (inclusive) ~ NT$30,000,000 (exclusive)
NT$30,000,000 (inclusive) ~ NT$50,000,000 (exclusive)
NT$50,000,000 (inclusive) ~ NT$100,000,000 (exclusive)
NT$100,000,000 or over
Total 7 people 7 people 7 people 7 people
  • Note 1: The names of directors should be listed separately (corporate shareholders should list the names of corporate shareholders and their representatives separately), and the amount of each payment should be disclosed in aggregate. If a director is also a general manager or vice president, he/she should fill in this table and the Table (3-1) and (3-2).

  • Note 2: This refers to the most recent annual compensation of directors (including directors’ salaries, bonuses, severance pay, various bonuses and incentive payments, etc.).

Note 3: The amount of directors’ remuneration approved by the board of directors in the most recent year is included.

  • Note 4: This refers to the latest year’s directors’ related business execution expenses (including travel expenses, special expenses, various allowances, dormitory, provision of cars, etc.). The nature and cost of the assets provided, the actual or fair market value of rent, fuel and other payments should be disclosed when housing, automobiles and other transportation or personal expenses are provided. If a driver is assigned to the director, please include a note stating that the company will pay the driver the relevant compensation, but it will not be counted as remuneration.

  • Note 5: This refers to the salary, salary increment, severance pay, various bonuses, incentive payments, transportation expenses, special expenses, various allowances, dormitory, provision of cars, etc., received by the directors and employees (including concurrent general manager, vice president, other managers and employees) in the most recent year. The nature and cost of the assets provided, the actual or fair market value of rent, fuel and other payments should be disclosed when housing, automobiles and other transportation or personal expenses are provided. If the director have a driver, please include a note stating that the company will pay the driver the relevant compensation, but it will not be counted as remuneration. Salary expense recognized in accordance with IFRS 2, “Share-based Payment,” including the acquisition of employee stock options, new shares with restricted employee rights and participation in cash capital increase to subscribe for shares, should also be included in remuneration.

  • Note 6: The amount of employee compensation (including stock and cash) received by a director who is also an employee (including also a general manager, vice president, other managers and employees) in the most recent year should be disclosed as approved by the board of directors in the most recent year, and if the amount cannot be estimated, the proposed distribution amount for this year should be calculated in proportion to the actual distribution amount last year, and should also be listed in Table 1 ter.

  • Note 7: The total amount of each remuneration paid to the Company’s directors by all companies in the consolidated report (including the Company) should be disclosed.

  • Note 8: The total amount of each remuneration paid by the Company to each director is disclosed in the name of the director at the level of vesting.

  • Note 9: The total amount of each remuneration paid to each director of the Company by all companies in the consolidated report (including the Company) should be disclosed, and the names of the directors should be disclosed at the level to which they belong.

  • Note 10: The net income after tax refers to the net income after tax of the most recent year for individual or separate financial reports.

  • Note 11:a. This column should explicitly state the amount of remuneration received by the directors of the Company from businesses other than subsidiaries or from the parent company

  • b. If a director of the Company receives remuneration from a subsidiary or a parent company, the remuneration received by the director of the Company from a subsidiary or a parent company should be included in column I of the remuneration scale and the name of the column should be changed to “Parent and All Transferred Subsidiaries”.

  • c. Remuneration refers to the compensation, remuneration (including remuneration to employees, directors and supervisors) and business execution expenses of the Company’s directors in their capacity as directors, supervisors or managers of a business other than a subsidiary or a parent company.

  • *The compensation disclosed in this table is different from the concept of income under the Income Tax Act, therefore, the purpose of this table is for information disclosure and not for tax purposes.

  • 16 -

(2) Remuneration of General Manager, and Deputy General Manager in recent years:

NT$1,000

Title Name Salary (A)
(Note 2)
Salary (A)
(Note 2)
Severance Pay (B) Severance Pay (B) Bonus and special allowance,
etc. (C)(Note 3)
Bonus and special allowance,
etc. (C)(Note 3)
Employee bonus (D)
(Note 4)
Employee bonus (D)
(Note 4)
Employee bonus (D)
(Note 4)
Employee bonus (D)
(Note 4)
Ratio of Total
(A+B+C+D) to Ne
Remuneration
t Income (Note 8)
Compensation
Paid to
Directors from
an Invested
Company Other
than the
Company’s
Subsidiary
(Note 9)
The Company Companies in the
consolidated
financial
statements
(Note 5)
The Company
Companies in the
consolidated
financial
statements
(Note 5)
The
Company
Companies in the
consolidated
financial
statements
(Note 5)
The Company Companies in the
consolidated financial
statements(Note 5)
The Company Companies in the
consolidated
financial
statements
(Note 5)
Cash
Amount
Stock
Amount
Cash
Amount
Stock
Amount
Special assistant of the chairman KUO,CHUN-HSIUNG 1,856 3,421 0 0 331 3,600 0 0 0 0 (1.05%) (3.39%) 0
General Manager YEH,WEI-LI 2,025 4,425 0 0 331 3,476 0 0 0 0 (1.14%) (3.81%) 0
Executive Deputy General Manager
of Management Division
Financial and AccountingSupervisor
YU,I-NENG 1,821 2,087 0 0 285 2,775 0 0 0 0 (1.02%) (2.35%) 0
Deputy General Manager,
Production Department
TSAI,CHI-HSIU 1,490 1,550 0 0 226 1,682 0 0 0 0 (0.83%) (1.56%) 0
Vice General Manager, Clothing
Business Department(Note 10)
YANG,YUAN-PO 1,438 1,438 0 0 245 245 0 0 0 0 (0.81%) (0.81%) 0
Total 8,630 12,921 0 0 1,418 11,778 0 0 0 0 (4.85%) (11.92%) 0

*** Regardless of title, any position equivalent to general manager or vice president(For example: President, CEO, Director...etc.etc.)All of these should be disclosed.**

Range of Remuneration

ge of Remuneration

Range of remuneration paid to each of the Company’s General Manager Deputy General
Manager
Name of the General Manager an d Deputy General Manager
The Company (Note 6) Companies in the consolidated financial statements (Note 7)E
Under NT$ 1,000,000
NT$1,000,000 (inclusive) ~ NT$2,000,000 (exclusive) TSAI,CHI-HSIU, YANG,YUAN-PO YANG,YUAN-PO
NT$2,000,000 (inclusive) ~ NT$3,500,000 (exclusive) KUO,CHUN-HSIUNG, YEH,WEI-LI, YU,I-NENG TSAI,CHI-HSIU
NT$3,500,000 (inclusive) ~ NT$5,000,000 (exclusive) YU,I-NENG
NT$5,000,000 (inclusive) ~ NT$10,000,000 (exclusive) KUO,CHUN-HSIUNG, YEH,WEI-LI
NT$10,000,000 (inclusive) ~ NT$15,000,000 (exclusive)
NT$15,000,000 (inclusive) ~ NT$30,000,000 (exclusive)
NT$30,000,000 (inclusive) ~ NT$50,000,000 (exclusive)
NT$50,000,000 (inclusive) ~ NT$100,000,000 (exclusive)
NT$100,000,000 or over
Total 5 people 5 people

Note 1: The names of the general manager and vice president should be listed separately to disclose the amount of each benefit in a summary manner. If a director is also a general manager or vice president, he/she should fill in this table and the Table

  • 17 -

(1-1) and (1-2).

Note 2: The most recent annual salary, duty increment and severance pay of the president and vice president are included.

  • Note 3: The amount of bonuses, incentives, transportation expenses, special expenses, allowances, dormitories, provision of cars for the president and vice presidents for the most recent year are included. The nature and cost of the assets provided, the actual or fair market value of rent, fuel and other payments should be disclosed when housing, automobiles and other transportation or personal expenses are provided. If the director have a driver, please include a note stating that the company will pay the driver the relevant compensation, but it will not be counted as remuneration. Salary expense recognized in accordance with IFRS 2, “Share-based Payment,” including the acquisition of employee stock options, new shares with restricted employee rights and participation in cash capital increase to subscribe for shares, should also be included in remuneration.

  • Note 4: The amount of employee compensation (including stock and cash) for the president and vice president approved by the board of directors in the most recent year is included. If the amount cannot be estimated, the proposed distribution for this year is calculated in proportion to the actual distribution last year, and the following table should also be included. Net income after tax refers to the net income after tax of the most recent year.If IFRSs have been adopted, net income after tax is the net income after tax of the most recent year for individual or separate financial statements.

Note 5: The total amount of each remuneration paid to the Company’s General Manager Deputy General Manager by all companies in the consolidated report (including the Company) should be disclosed.

Note 6: The total amount of each remuneration paid by the Company to each director is disclosed in the name of the General Manager Deputy General Manager at the level of vesting.

  • Note 7: The total amount of each remuneration paid to each General Manager Deputy General Manager of the Company by all companies in the consolidated report (including the Company) should be disclosed, and the names of the General Manager Deputy General Manager should be disclosed at the level to which they belong.

Note 8: The net income after tax refers to the net income after tax of the most recent year for individual or separate financial reports.

Note 9: a. This column should explicitly state the amount of remuneration received by the General Manager Deputy General Manager of the from businesses other than subsidiaries or from the parent company.

  • b. If a director of the Company receives remuneration from a subsidiary or a parent company, the remuneration received by the General Manager Deputy General Manager of the Company from a subsidiary or a parent company should be included in column I of the remuneration scale and the name of the column should be changed to “Parent Company and All Transferred Subsidiaries”

  • c. Remuneration refers to the compensation, remuneration (including remuneration to employees, directors and supervisors) and business execution expenses of the Company’s directors in their capacity as directors, supervisors or managers of a business other than a subsidiary or a parent company.

  • *The compensation disclosed in this table is different from the concept of income under the Income Tax Act, therefore, the purpose of this table is for information disclosure and not for tax purposes. Note 10: Resigned Jun. 30, 2020.

(4) Name of manager for employee bonus distribution and the circumstances of distribution: None

  • 4.An analysis of the total compensation paid to the Company’s directors, supervisors, general manager and deputy general manager percentage of net income after tax for the most recent two-year period for the Company and all consolidated companies, respectively, and a description of the policy, standard and combination of compensation payments, the process for setting compensation, and the relationship to operating performance and future risks:

  • (1).The Company Total remuneration paid to The Company directors, supervisors, general manager and deputy general manager as a percentage of net income after tax for the last two years:

2019 Ratio of total remuneration to net income after tax (%) 2019 Ratio of total remuneration to net income after tax (%) 2020 Ratio of total remuneration to net income after tax (%) 2020 Ratio of total remuneration to net income after tax (%)
The Company Companies in the consolidated
financial statements
The Company Companies in the consolidated
financial statements
Directors 3.21 8.41 (5.02) (16.86)
General Manager and Deputy
General Manager
1.95 4.80 (4.85) (11.92)

(2).The Company's policy, criteria and composition of compensation payments, procedures for setting compensation, and the correlation with operating performance and future risks

The Company may pay remuneration to its directors and supervisors for the performance of their duties, regardless of the Company's operating profit or loss. The remuneration shall be determined by the extent of their participation in the Company's operations and the value of their contributions, and shall not exceed 15% of the maximum salary stipulated in the Company's salary plan. The remuneration of directors and supervisors shall not exceed three percent of the available earnings. The salaries of the President and Vice President are determined in accordance with the "Salary Management Regulations" and are based on the content of the positions held and on industry standards; employee bonuses are paid in accordance with the annual audited earnings, Article 26 of the Company's Articles of Incorporation and employee performance. The Company's remuneration policy and amount are disclosed annually in the annual report in accordance with laws and regulations, and the appropriation of earnings is approved by the board of directors with limited future risk.

  • 18 -

Ⅲ. Implementation of Corporate Governance

1.Information on the operation of Board of Directors

(1). In recent years (2020.01.01~2021.04.30), there are 9 Board of Directors Meeting (A).

The attendance of directors was as follows:

Title Title Name(Note 1) Attendance
B
Attend by
proxy
Attendance Rate (%)
(B/A) (Note 2)
Remark
Chairman YEH,CHIA-MING 9 0 100.00
Directors Fuhua Investment Co., Ltd.
Representative: YEH,CHIA-HAO
9 0 100.00
Directors Fuhua Investment Co., Ltd.
Representative: YEH,WEI-LI
9 0 100.00
Directors Fuhua Investment Co., Ltd.
Representative: KUO,CHUN-
HSIUNG
9 0 100.00
Independent Director HUANG,CHUN-JEN 9 0 100.00
Independent Director SU,PO-CHENG 9 0 100.00
Independent Director TSAI,CHI-CHUN 5 0 100.00
Newly elected on 2020.06.11

Other mentionable items:
1. If the Board of Directors' meeting is held under any of the following circumstances, the date and date of the meeting, the content of the motion,
the opinions of all independent directors and the Company's handling of the opinions of the independent directors shall be stated.
(1) The matters listed in Article14-3 of the Securities and Exchange Act.
Date of the meetings Content of Proposals
2020/01/14
16th Board 18th Meeting
(1) The endorsement and guarantee case for Vietnam Deli Industrial Co. was approved.
(2) Lending of funds through the Company to MJ DE-YI INTERNATIONAL LTD. was approved.
(3) Purchase of BUDWEISER HONG KONG HOLDING COMPANY,LIMITED from TUNG MING TEXTILE CO.,LTD. and EDEN
ROAD INTERNATIONAL LIMITED through its subsidiary, MJ DE-YI INTERNATIONAL LTD. was approved.
(4) Purchase of LUCKY UNIQUE ENT. CO. ,LTD through the Company from TUNG MING TEXTILE CO.,LTD. was approved.
(5) The salary adjustment of Chairman, Mr. YEH,CHIA-MING, President, Mr. YEH,WEI-LI, and Head of Investor Relations
of the Management Department, Mrs. CHI,WEI-HSIEN was approved.
(6) The salary adjustment of General Manager, KUO,CHUN-HSIUNG, was approved.
(7) The payment of year-end bonus for 2019 by the chairman of the board of directors, Mr. YEH,CHIA-MING, the
president, Mr. YEH,WEI-LI, and the head of investor relations of the management department, Mrs. CHI,WEI-HSIEN,
was approved.
(8) Capital financing to a related party, Ye Fulin, through Hangzhou Deli Textile Co. was approved.
Opinion of Independent Director: None.
The Company’s Handling of the Opinions of Independent Director: None.
RESOLUTION: The resolution waspassed byall directorspresent.
2020/03/12
16th Board 19th Meeting
(1) The renewal of the directors’ and supervisors’ liability insurance with Shin Kong Insurance Co. was approved.
(2) Donation of NT$3 million to the Deloitte & Touche Educational Foundation through the Company was approved.
(3) Capital financing to a related party, Ye Fulin, through Hangzhou Deli Textile Co. was approved.
Opinion of Independent Director: None.
The Company’s Handling of the Opinions of Independent Director: None.
RESOLUTION: The resolution was passed by all directors present.
2020/04/20
16th Board 20th Meeting
(1) The motion of changing the proxy spokesperson was approved.
(2) The release of new directors from the non-competition restriction was approved.
(3) The release of General Manager, KUO,CHUN-HSIUNG, from the non-competition restriction
was approved.
(4) The Company disposed the shares of TUNG MING TEXTILE CO.,LTD. to its subsidiary, LUCKY UNIQUE ENT. CO. ,LTD,
was approved.
Opinion of Independent Director: None.
The Company’s Handlingof the Opinions of Independent Director: None.
  • 19 -
Title Name(Note 1) Attendance
B
Attend by
proxy
Attendance Rate (%)
(B/A) (Note 2)
Remark
RESOLUTION: The resolution waspassed byall directorspresent.
Date of the meetings Content of Proposals
2020/06/11
17th Board 1st Meeting
(Temporary)
(1) The election of the chairman of the board of directors by the new directors was approved.
(2) The election of Deputy Chairman by the new directors was approved.
Opinion of Independent Director: None.
The Company’s Handling of the Opinions of Independent Director: None.
RESOLUTION: The resolution waspassed byall directorspresent.
2020/06/19
17th Board 2nd Meeting
(1) The reappointment of General Manager, Mr. YEH,WEI-LI, was approved.
(2) The promotion of General Manager KUO,CHUN-HSIUNG to Special Assistant to the Chairman was approved.
(3) The disposed of the shares of LUCKY UNIQUE ENT. CO. ,LTD, was approved.
(4) Abandoned the cash capital increase to BUDWEISER HONG KONG HOLDING COMPANY,LIMITED through its
subsidiary, British Virgin Islands Deyi International Co., Ltd. was approved.
(5) Lending the Company’s capital to Vietnam Deli Industrial Co. was approved.
Opinion of Independent Director: None.
The Company’s Handling of the Opinions of Independent Director: None.
RESOLUTION: The resolution waspassed byall directorspresent.
2020/08/06
17th Board 3rd Meeting
(1) Deputy Chairman YEH,CHIA-HAO’s payroll recognition case was approved.
(2)Special assistant of the chairman KUO,CHUN-HSIUNG’s payroll recognition case was approved.
(3) Through a joint credit agreement (the "Credit Agreement") dated February 13, 2019, between the Company and a
joint credit syndicate with Wang Tao Commercial Bank as the host bank and the managing bank, with a total credit
amount of NT$220 million. It is proposed to apply for a waiver from the syndicate of joint creditors for the
performance of certain obligations under the credit agreement, and to revise the credit agreement in conjunction
with the new guarantee line for the issuance of medium-term commercial paper (C/P) and the revision of other
covenants.
(4) Approved the cancellation of investment in garment factories in Vietnam.
(5) Approved the establishment of the Company's "Standard Operating Procedures for Handling Directors' Requests".
(6) Lending the Company’s capital to TOTAL EXPRESS LTD was approved.
(7) The endorsement and guarantee case for Zhejiang Xinhu Venture Investment Co,.Ltd. was approved.
(8) Approved the Company’s capital increase to Zhejiang Xinhu Venture Investment Co,.Ltd.
Opinion of Independent Director: None.
The Company’s Handling of the Opinions of Independent Director: None.
RESOLUTION: The resolution waspassed byall directorspresent.
2020/11/06
17th Board 4thMeeting
(1) Approved the Company’s capital increase to MJ DE-YI INTERNATIONAL LTD.
(2) The endorsement and guarantee case for NEW LAKE LIMITED was approved.
Opinion of Independent Director: None.
The Company’s Handling of the Opinions of Independent Director: None.
RESOLUTION: The resolution waspassed byall directorspresent.
2021/01/22
17th Board 5th Meeting
(1) The payment of year-end bonus for 2020 by the chairman of the board of directors, Mr. YEH,CHIA-MING, the
General Manager, Mr. YEH,WEI-LI, and Deputy Chairman YEH,CHIA-HAO, was approved.
(2) Approved the payment of year-end bonus for the year 2020 to KUO,CHUN-HSIUNG, Special Assistant to the
Chairman of the Board of Directors of the Company.
(3) The endorsement and guarantee case for Vietnam Deli Industrial Co. was approved.
(4) Approved the restructuring of the Group’s investment in EDEN ROAD INTERNATIONAL LIMITED.
Opinion of Independent Director: None.
The Company’s Handling of the Opinions of Independent Director: None.
RESOLUTION: The resolution waspassed byall directorspresent.
2021/03/15
17th Board 6th Meeting
(1) The renewal of the directors’ and supervisors’ liability insurance with Shin Kong Insurance Co. was approved.
(2) Approved the case of investment in China.
Opinion of Independent Director: None.
The Company’s Handling of the Opinions of Independent Director: None.
RESOLUTION: The resolution waspassed byall directorspresent.
(2) Other than the foregoing, other resolutions of the Board of Directors that were opposed or qualified by the independent directors and for
which records or written statements are available: The independent directors of the Company concurred with the significant resolutions of
the Board of Directors and did not have any opposing or qualified opinions.
2. In the case of recusal of a director from the implementation of an interest motion,the name of the director,the content of the motion,the
  • 20 -
Title Name(Note 1) Attendance
B
Attend by
proxy
Attendance Rate (%)
(B/A) (Note 2)
Remark
reasons for recusal and the circumstances of participation in voting should be stated:
(1) Board of Directors’ Meeting on January 14, 2020 (the 18th meeting of the 16th Board):
1. Regarding discussion on the remuneration change for the Chairman, YEH,CHIA-MING, general manager, YEH,WEI-LI and supervisor of
investors’ relation in management department and associate, CHI,WEI-HSIEN, it was approved after the proxy chairman(representative
of institutional director, KUO,CHUN-HSIUNG) asked the opinions from all attending directors (does not include chairman, YEH,CHIA-
MING, representative of institutional director, YEH,CHIA-HAO and representative of institutional director and general manager,
YEH,WEI-LI because of interest avoidance; YEH,CHIA-MING, YEH,CHIA-HAO and YEH,WEI-LI are brothers; YEH,CHIA-MING and CHI,WEI-
HSIEN are husband and wife; YEH,CHIA-HAO and YEH,WEI-LI and CHI,WEI-HSIEN are of second degree kinship).
2. Representative of institutional director and general manager, KUO,CHUN-HSIUNG: Regarding the renumeration change to general
manager, KUO,CHUN-HSIUNG, it was approved after the chairman asked the opinions from all attending directors (does not include
representative of institutional director and general manager, KUO,CHUN-HSIUNG, because of interest avoidance).
3. Chairman, YEH,CHIA-MING, representative of institutional director, YEH,CHIA-HAO and representative of institutional director and
general manager, YEH,WEI-LI: Regarding distribution of 2019 annual bonus for chairman YEH,CHIA-MING, executive deputy general
manager, YEH,WEI-LI and supervisor of investors’ relation in management department and associate, CHI,WEI-HSIEN, it was approved
after the proxy chairman(representative of institutional director, KUO,CHUN-HSIUNG) asked the opinions from all attending directors
(does not include chairman, YEH,CHIA-MING, representative of institutional director, YEH,CHIA-HAO and representative of institutional
director and general manager, YEH,WEI-LI, because of interest avoidance; YEH,CHIA-MING, YEH,CHIA-HAO and YEH,WEI-LI are brothers;
YEH,CHIA-MING and CHI,WEI-HSIEN are husband and wife; YEH,CHIA-HAO and YEH,WEI-LI and CHI,WEI-HSIEN are of second degree
kinship)
4. Representative of institutional director and general manager, KUO,CHUN-HSIUNG: Regarding the distribution of 2019 annual bonus for
general manager KUO,CHUN-HSIUNG, it was approved after the chairman asked the opinions from all attending directors (does not
include director, KUO,CHUN-HSIUNG, because of interest avoidance).
5. Regarding the fund financing of Hangzhou DE LICACY INDUSTRIAL CO., LTD.to the related party, YEH,FU-LIN, it was approved after the
proxy chairman (representative of institutional director, KUO,CHUN-HSIUNG)asked the opinions from all attending directors (does not
include chairman, YEH,CHIA-MING, representative of institutional director and general manager, YEH,WEI-LI, representative of
institutional director, YEH,CHIA-HAO, because of interest avoidance).
(2) Board of Directors’ Meeting on Mar. 12, 2020 (the 19th meeting of the 16th Board):
1. Chairman, YEH,CHIA-MING, representative of institutional director and general manager, YEH,WEI-LI, and representative of
institutional director, YEH,CHIA-HAO: Regarding the fund financing of Hangzhou DE LICACY INDUSTRIAL CO., LTD. to the related party,
YEH,FU-LIN, it was approved after the proxy chairman (representative of institutional director, KUO,CHUN-HSIUNG) asked the opinions
from all attending directors (does not include chairman, YEH,CHIA-MING, representative of institutional director and general manager,
YEH,WEI-LI and representative of institutional director, YEH,CHIA-HAO, because of interest avoidance; YEH,CHIA-MING, YEH,CHIA-HAO
and YEH,WEI-LI are brothers).
(3) Board of Directors’ Meeting on April 20, 2020 (the 20th meeting of the 16th Board):
1. KUO,CHUN-HSIUNG, the General Manager, was unanimously approved by the Chairman after consultation with all Directors present
(excluding Mr. KUO,CHUN-HSIUNG, the General Manager, who is recused from the Board) for the release of non-competition
restriction.
(4) Board of Directors’ Meeting on Jun. 19, 2020 (the 2nd meeting of the 17th Board):
1. Chairman, YEH,CHIA-MING, representative of institutional director and deputy director, YEH,CHIA-HAO and representative of
institutional director and general manager: Regarding the the re-appointment of general manager, YEH, WEI-LI, it was approved after
the proxy chairman (representative of institutional director, KUO,CHUN-HSIUNG) asked the opinions from all attending directors (does
not include chairman, YEH,CHIA-MING, representative of institutional director and deputy chairman, YEH,CHIA-HAO and representative
of institutional director and general manager, YEH, WEI-LI, because of the interest avoidance; YEH,CHIA-MING, YEH,CHIA-HAO and
YEH,WEI-LI are brothers).
2. Regarding the promotion of the representative of institutional director and general manager, KUO,CHUN-HSIUNG as special assistant of
chairman, it was approved after the chairman ased the opinions from all attending directors (does not include the general manager,
KUO,CHUN-HSIUNG because of the interest avoidance).
(5) Board of Directors’ Meeting on Aug. 6, 2020 (the 3rd meeting of the 17th Board):
1. Chairman, YEH,CHIA-MING, representative of institutional director and deputy director, YEH,CHIA-HAO and representative of
institutional director and general manager: Regarding the recognition of the review on remuneration for general manager, YEH, WEI-LI,
it was approved after the proxy chairman (representative of institutional director, KUO,CHUN-HSIUNG) asked the opinions from all
attending directors (does not include chairman, YEH,CHIA-MING, representative of institutional director and deputy chairman,
YEH,CHIA-HAO and representative of institutional director and general manager, YEH, WEI-LI, because of the interest avoidance;
YEH,CHIA-MING, YEH,CHIA-HAO and YEH,WEI-LI are brothers).
2. Regarding the recognition of the review on remuneration for representative of institutional director and special assistant of chairman,
KUO,CHUN-HSIUNG,it was approved after the chairman ased the opinions from all attendingdirectors(does not include the special
  • 21 -
Title Name(Note 1) Attendance
B
Attend by
proxy
Attendance Rate (%)
(B/A) (Note 2)
Remark
assistant of chairman, KUO,CHUN-HSIUNG because of the interest avoidance).
(6) Board of Directors’ Meeting on Jan. 22, 2021 (the 5th meeting of the 17th Board):
1. Chairman, YEH,CHIA-MING, representative of institutional director and deputy director, YEH,CHIA-HAO and representative of
institutional director and general manager: Regarding the distribution of 2020 annual bonus for general manager, YEH, WEI-LI, it was
approved after the proxy chairman (representative of institutional director, KUO,CHUN-HSIUNG) asked the opinions from all attending
directors (does not include chairman, YEH,CHIA-MING, representative of institutional director and deputy chairman, YEH,CHIA-HAO and
representative of institutional director and general manager, YEH, WEI-LI, because of the interest avoidance; YEH,CHIA-MING,
YEH,CHIA-HAO and YEH,WEI-LI are brothers)
2. Regarding the recognition of the review on remuneration for representative of institutional director and special assistant of chairman,
KUO,CHUN-HSIUNG, it was approved after the chairman ased the opinions from all attending directors (does not include the special
assistant of chairman, KUO,CHUN-HSIUNG because of the interest avoidance).
3. The listed company shall disclose the periodicity and duration, scope, manner and content of the evaluation of the self- (or peer) evaluation by
the board of directors, and fill out Appendix 2(2) on the implementation of the evaluation by the board of directors.
Status of implementation on the evaluation of the Board of Directors:
Evaluation cycle(Note 1)
Evaluationperiod(Note 2)
Evaluation scope(Note 3)
Evaluation methods(Note 4)
Executed once a year
2020.01. 01~2020.12. 31
The Board of Directors
Individual Board Members
Audit Committee and Compensation
Committee
Self-evaluation by the members
Self-evaluation by the members of
the Board of Directors
Evaluation content(Note 5)
(1) Evaluation on the performance of the Board of Directors: Participation in the Company’s operations, enhancement of the quality
of board decisions, board composition and structure, selection and continuing education of directors, and internal control.
(2) Evaluation on the performance of individual members of the Board: The company’s objectives and tasks, the directors’
awareness of their responsibilities, their involvement in the company’s operations, internal relations and communication, the
directors’ professional and continuing education, and internal control.
(3) Evaluation on the Performance of the Functional Committee: Participation in the company’s operations, awareness of functional
committee responsibilities, improvement of the quality of functional committee decisions, composition and selection of
functional committee members, and internal control.
Note 1: This represents the execution cycle of the Board of Directors' evaluation.
Note 2: The period covered by the Board of Directors' evaluation is included.
Note 3: The scope of the evaluation includes the performance evaluation of the Board of Directors, individual board members and
functional committees.
Note 4: The methods of evaluation include internal self-evaluation by the board of directors, self-evaluation by board members, peer
evaluation, appointment of external professional organizations, experts or other appropriate methods for performance
evaluation.
Note 5: The evaluation includes at least the following items according to the scope of the evaluation.
(1) Evaluation on the performance of the Board of Directors: Participation in the Company’s operations, enhancement of the
quality of board decisions, board composition and structure, selection and continuing education of directors, and internal
control.
(2) Evaluation on the performance of individual members of the Board: The company’s objectives and tasks, the directors’
awareness of their responsibilities, their involvement in the company’s operations, internal relations and communication, the
directors’ professional and continuing education, and internal control.
(3) Evaluation on the Performance of the Functional Committee: Participation in the company’s operations, awareness of
functional committee responsibilities, improvement of the quality of functional committee decisions, composition and
selection of functional committee members, and internal control.
Note 6: Please refer to the Company's website for the self-assessment results of the Board of Directors' performance evaluation for 2020.
4. Assessment of the current and most recent year’s goals for enhancing the functions of the Board of Directors (e.g., establishing an audit
committee, enhancing information transparency, etc.) and their implementation:
(1).The Company continues to implement the immediate announcement of significant resolutions of the Board of Directors on the Company's
website and the reporting of financial and business information on the Market Observation Post System (MOPS) in accordance with the
regulations, and to take out liability insurance for directors and supervisors in order to enhance the transparency of information on the
Company's operations and to protect the interests of shareholders.
(2).The Company has established an audit committee to strengthen the functions of the board of directors and to implement corporate
governance.
(3).For 2020 and up to the printing date of the annual report, the motions listed in accordance with the Company Act and Article 14-3 and Article
14- 5 of the Securities and Exchange Act that should be submitted to the Audit Committee for approval or that must be submitted to the
  • 22 -
Title
Name(Note 1)
Attendance
B
Attend by
proxy
Attendance Rate (%)
(B/A) (Note 2)
Remark
Board of Directors for resolution are submitted to the Board of Directors for resolution and execution after the Audit Committee has
approved them.
(4).In accordance with the amended provisions of the Financial Supervisory Commission, the Company approved the amendments to the
“Procedures for Handling the Acquisition or Disposal of Assets”, “Procedures for Endorsement and Guarantee” and “Procedures for Lending
Funds to Others” at the 13th meeting of the 16th Board of Directors on March 18, 2019.
(5).In accordance with the amended provisions of the Financial Supervisory Commission, the Company approved the amendments to the
“Procedures for Lending Funds to Others” and the “Internal Control System” at the 17th meeting of the 16th Board of Directors on
November 4,2019.
  • Note 1: If a director or supervisor is a corporation, the name of the corporation’s shareholder and the name of its representative shall be disclosed.

  • Note 2: (1) If a director or supervisor vacates his or her position prior to the end of the year, the date of vacancy should be indicated in the

  • Remarks column, and the actual attendance rate (%) should be calculated based on the number of meetings of the Board of Directors and the actual number of attendance during his or her employment.

  • (2) If there is a change of director and supervisor before the end of the year, the new and old director and supervisor should be listed, and the date of change should be indicated in the Remarks column as the old, new or re-elected director and supervisor. The

  • actual attendance rate (%) is calculated based on the number of meetings held by the Board of Directors and the actual number of

  • attendance during the term of his employment.

(2) Attendance of Members at Audit Committee Meetings:

In recent years (2020.01.01~2021.04.30), there are 9 Audit Committee Meeting (A). The attendance of independent directors was as follows:

Title Name Attendance
B
Attend by
proxy
Attendance Rate (%)
(B/A)(Note)
Remark
Independent
Director
HUANG,CHUN-JEN 9 0 100.00 Newly elected 2020.06.11
Independent
Director
SU,PO-CHENG 9 0 100.00
Independent
Director
TSAI,CHI-CHUN 5 0 100.00
Other mentionable items:
1. If the Audit Committee’ meeting is held under any of the following circumstances, the date and date of the meeting, the content of the motion,
the opinions of all audit committee members and the Company’s handling of the opinions of the audit committee shall be stated.
(1) The matters listed in Article14-5 of the Securities and Exchange Act.
1. Jan. 14, 2020 (1st Committee 15th Meeting) Audit Committee:
(1) The endorsement and guarantee case for Vietnam Deli Industrial Co.
(2) The endorsement and guarantee case for Victory Cayman Holdings Co., Ltd.
(3) Lending the Company’s capital to Vietnam Deli Industrial Co.
(4) Lending of funds through the Company to MJ DE-YI INTERNATIONAL LTD.
(5) Purchase of BUDWEISER HONG KONG HOLDING COMPANY,LIMITED from TUNG MING TEXTILE CO.,LTD. and EDEN ROAD
INTERNATIONAL LIMITED through its subsidiary, MJ DE-YI INTERNATIONAL LTD.
(6) Purchase of LUCKY UNIQUE ENT. CO. ,LTD through the Company from TUNG MING TEXTILE CO.,LTD.
(7) Capital financing to a related party, Ye Fulin, through Hangzhou Deli Textile Co.
(8) The endorsement and guarantee case for APEX (ANQING)TEXTILE CO.,LTD.
The result of the resolution of the Audit Committee: The resolution of the Audit Committee was approved by all members of the Audit
Committee.
The Company's handling of the Audit Committee's opinion: All directors present agreed to pass the resolution in accordance with the
Audit Committee's resolution.
2. Mar. 12, 2020 (1st Committee 16th Meeting) Audit Committee:
(1) Business Report, Financial Statements and Consolidated Financial Statements for 2019
(2) The Company 2019 “Statement of Internal Control System”.
(3) The endorsement and guarantee case for DE-FA INTERNATIONAL INDUSTRIAL CO., LTD.
(4) The endorsement and guarantee case for Hangzhou Deli Textile Co., Ltd.
(5) The endorsement and guarantee case for EDEN ROAD INTERNATIONAL LIMITED
(6) The endorsement and guarantee case for Vietnam Deli Industrial Co.
(7) Lending the Company’s capital to Vietnam Deli Industrial Co.
(8)Donation of NT$3 million to the Deloitte & Touche Educational Foundation through the Company.
  • 23 -

(9) The renewal of the directors’ and supervisors’ liability insurance with Shin Kong Insurance Co. (10) Capital financing to a related party, Ye Fulin, through Hangzhou Deli Textile Co. The result of the resolution of the Audit Committee: The resolution of the Audit Committee was approved by all members of the Audit Committee. The Company's handling of the Audit Committee's opinion: All directors present agreed to pass the resolution in accordance with the Audit Committee's resolution. 3. Apr. 20, 2020 (1st Committee 17th Meeting) Audit Committee: (1) The motion of changing the proxy spokesperson (2) The release of new directors from the non-competition restriction (3) The release of General Manager, KUO,CHUN-HSIUNG, from the non-competition restriction (4) The release of managers from the non-competition restriction (5) Disposal of the shares of TUNG MING TEXTILE CO.,LTD. to its subsidiary, LUCKY UNIQUE ENT. CO. ,LTD, (6) The endorsement and guarantee case for Zhejiang Xinhu Venture Investment Co,.Ltd. (7) The endorsement and guarantee case for EDEN ROAD INTERNATIONAL LIMITED The result of the resolution of the Audit Committee: The resolution of the Audit Committee was approved by all members of the Audit Committee. The Company's handling of the Audit Committee's opinion: All directors present agreed to pass the resolution in accordance with the Audit Committee's resolution. 4. May. 8, 2020 (1st Committee 18th Meeting) Audit Committee: (1) Discussion of endorsement of guarantees for EDEN ROAD INTERNATIONAL LTD. and Defa International Industrial Co., Ltd. The result of the resolution of the Audit Committee: The resolution of the Audit Committee was approved by all members of the Audit Committee. The Company's handling of the Audit Committee's opinion: All directors present agreed to pass the resolution in accordance with the Audit Committee's resolution. 5. Jun. 19, 2020 (2nd Committee 1st Meeting) Audit Committee: (1) Discussion on the election of the convener and chairman of the second Audit Committee (2) The appointment of General Manager, Mr. YEH,WEI-LI. (3) The promotion of General Manager KUO,CHUN-HSIUNG to Special Assistant to the Chairman (4) Disposal of the shares of the subsidiary, LUCKY UNIQUE ENT. CO. ,LTD, (5) Abandoned the cash capital increase to BUDWEISER HONG KONG HOLDING COMPANY,LIMITED through its subsidiary, British Virgin Islands Deyi International Co., Ltd. (6) Lending the Company’s capital to Vietnam Deli Industrial Co. (7) The endorsement and guarantee case for Vietnam Deli Industrial Co. (8) The endorsement and guarantee case for Zhejiang Xinhu Venture Investment Co,.Ltd (9) The endorsement and guarantee case for Hangzhou Deli Textile Co., Ltd. (10) Donation of NT$3 million to the Deloitte & Touche Educational Foundation through the Company. The result of the resolution of the Audit Committee: The resolution of the Audit Committee was approved by all members of the Audit Committee. The Company's handling of the Audit Committee's opinion: All directors present agreed to pass the resolution in accordance with the Audit Committee's resolution. 6. Aug. 06, 2020 (2nd Committee 2nd Meeting) Audit Committee: (1) Discussion of consolidated financial statements for the second quarter of 2020 (2) Cancellation of garment factory investment in Vietnam. (3) Lending of funds to Vietnam Deli Industrial Co. (4) Lending of funds to TOTAL EXPRESS LTD. (5) Lending of funds to MJ DE-YI INTERNATIONAL LTD (6) The endorsement and guarantee case for Hangzhou Deli Textile Co., Ltd. (7) The endorsement and guarantee case for Zhejiang Fufa Textile Co., Ltd. (8) The endorsement and guarantee case for CHADTEX INDUSTRIAL CO., LTD. (9) The endorsement and guarantee case for Zhejiang Xinhu Venture Investment Co,.Ltd. (10) Discussion of endorsement of guarantees for EDEN ROAD INTERNATIONAL LIMITED (BVI), Co., EDEN ROAD INTERNATIONAL LIMITED (Hong Kong) and DE-FA INTERNATIONAL INDUSTRIAL CO., LTD. (11) The Company’s capital increase to Zhejiang Xinhu Venture Investment Co,.Ltd. The result of the resolution of the Audit Committee: The resolution of the Audit Committee was approved by all members of the Audit Committee. The Company's handling of the Audit Committee's opinion: All directors present agreed to pass the resolution in accordance with the Audit Committee's resolution. 7. Nov. 06, 2020 (2nd Committee 3rd Meeting) Audit Committee: (1) Budget Discussions for 2021

  • 24 -
(2) Audit Plan Discussions for 2021 (2) Audit Plan Discussions for 2021
(3) Discussion on the evaluation of independence on the certified accountants for 2020
(4) Approved the Company’s capital increase to MJ DE-YI INTERNATIONAL LTD
(5) Discussion on lending of funds to Victory Cayman Holdings Co., Ltd.
(6) Discussion on the endorsement and guarantee case for CHADTEX INDUSTRIAL CO., LTD.
(7) Discussion on the endorsement and guarantee case for Victory Cayman Holdings Co., Ltd.
(8) Discussion on the endorsement and guarantee case for NEW LAKE LIMITED.
(9) Discussion on the endorsement and guarantee case for EDEN ROAD INTERNATIONAL LIMITED
(10) Discussion on the endorsement and guarantee case for DE-FA INTERNATIONAL INDUSTRIAL CO., LTD.
The result of the resolution of the Audit Committee: The resolution of the Audit Committee was approved by all members of the Audit
Committee.
The Company's handling of the Audit Committee's opinion: All directors present agreed to pass the resolution in accordance with the Audit
Committee's resolution.
8. Jan. 22, 2021 (2nd Committee 4th Meeting) Audit Committee:
(1) Lending of funds to Vietnam Deli Industrial Co.
(2) Discussion on the endorsement and guarantee case for Vietnam Deli Industrial Co.
(3) The endorsement and guarantee case for Victory Cayman Holdings Co., Ltd.
(4) The endorsement and guarantee case for APEX (ANQING)TEXTILE CO.,LTD.
(5) The endorsement and guarantee case for TOTAL EXPRESS LIMITED.
(6) Discussion on the endorsement and guarantee case for EDEN ROAD INTERNATIONAL LIMITED (domiciled in the Virgin Islands)
(7) Discussion on the endorsement and guarantee case for EDEN ROAD INTERNATIONAL LIMITED (Registered Office: Hong Kong)
(8) Discussion on the endorsement and guarantee case for DE-FA INTERNATIONAL INDUSTRIAL CO., LTD.
(9) Approved the restructuring of the Group’s investment in EDEN ROAD INTERNATIONAL LIMITED
The result of the resolution of the Audit Committee: The resolution of the Audit Committee was approved by all members of the Audit
Committee.
The Company's handling of the Audit Committee's opinion: All directors present agreed to pass the resolution in accordance with the
Audit Committee's resolution.
9. Mar. 15, 2021 (2nd Committee 5th Meeting) Audit Committee:
(1) Discussion on Business Report, Financial Statements and Consolidated Financial Statements for 2020
(2) Discussion on the appropriation of losses for the year 2020
(3) The Company 2020 “Statement of Internal Control System”.
(4) The endorsement and guarantee case for Hangzhou Deli Textile Co., Ltd.
(5) The endorsement and guarantee case for Vietnam Deli Industrial Co.
(6) Lending of funds to Vietnam Deli Industrial Co.
(7) The renewal of the directors’ and supervisors’ liability insurance with Shin Kong Insurance Co.
(8) The case of investment in China
The result of the resolution of the Audit Committee: The resolution of the Audit Committee was approved by all members of the Audit
Committee.
The Company's handling of the Audit Committee's opinion: All directors present agreed to pass the resolution in accordance with the Audit
Committee's resolution.
(2) Except for the preceding matters, other matters not approved by the Audit Committee and approved by two-thirds of all directors: None.
2. In the case of recusal of an independent director from the implementation of an interest motion, the name of the independent director, the
content of the motion, the reasons for recusal and the circumstances of participation in voting should be stated: None.
3. Communication between the independent directors and the internal auditors and accountants (including the material matters, manner and
results of communication regarding the Company's financial and business conditions).
(1) The independent directors and the head of internal audit communicate with each other through quarterly meetings of the board of
directors, and the head of internal audit regularly reports on audit operations to the independent directors at these meetings. There were
no such special circumstances in the year 2020 and up to the date of the annual report. The independent directors of the Company have
good communication with the head of internal audit.
Communications among independent directors and internal audit supervisors:
Date of the meetings Communication Items Communication Results
2019 Season 4 Implementation Report on Internal Audit Business Approved by Independent Directors
March 12, 2020 2019 “Statement of Internal Control System” Approved by Independent Directors
May 8, 2020 2020 Season 1 Implementation Report on Internal Audit Business Approved by Independent Directors
Aug. 6, 2020 2020 Season 2 Implementation Report on Internal Audit Business Approved by Independent Directors
  • 25 -
2020 Season 3 Implementation Report on Internal Audit Business 2020 Season 3 Implementation Report on Internal Audit Business Approved by Independent Directors
Nov. 6, 2020 2020 Audit Plan Approved by Independent Directors
2020 Season 4 Implementation Report on Internal Audit Business Approved by Independent Directors
Mar. 12, 2021 2020 “Statement of Internal Control System” Approved by Independent Directors
(2) The independent directors and the certifying accountant communicate with each other through post-audit or post-review meetings. The
certifying accountant communicates with the independent directors and the chief financial officer on a quarterly basis regarding the results
of the audit or review of the financial statements and whether there is any impact on the adjustment of the financial statements or other
related statutory amendments. There were no such special circumstances in the year 2020 and as of the date of this annual report. The
independent directors of the Company have good communication with the certified accountants.
Communications among independent directors and the CPAs:
Date of the meetings Communication Items Communication Results
To discuss the audit of the financial statements for the year
Approved by Independent Directors
Feb. 25, 2020 2019, including the problems encountered in the audit process
and the explanations for adjustingthe financial statements.
To discuss the review of the financial statements for 2020 Q1,
Approved by Independent Directors
Apr. 28, 2020 including problems encountered in the review process and
explanations of adjustments to the financial statements
To discuss the review of the financial statements for 2020 Q2,
Approved by Independent Directors
Jul. 27, 2020 including problems encountered in the review process and
explanations of adjustments to the financial statements
Review of the qualifications, independence and suitability of the
Approved by Independent Directors
certifying accountant
Oct. 28, 2020 To discuss the review of the financial statements for 2020 Q3,
including problems encountered in the review process and
explanations of adjustments to the financial statements
To discuss the review of the financial statements for 2020,
Approved by Independent Directors
Mar. 02, 2021 including problems encountered in the review process and
explanations of adjustments to the financial statements

Note: (1) If an independent director vacates his or her position prior to the end of the year, the date of vacancy should be indicated in the Remarks

column, and the actual attendance rate (%) should be calculated based on the number of meetings of the Audit Committee and the actual number of attendance during his or her employment.

  • (2) If there is a change of independent directors before the end of the year, the new and old independent directors should be listed, and the

date of change should be indicated in the Remarks column as the old, new or re-elected independent directors. The actual attendance rate

(%) is calculated based on the number of meetings held by the Audit Committee and the actual number of attendance during the term of his employment.

(3) If a company has a compensation committee, it should disclose its composition, duties and operation:

The Compensation Committee is responsible for assisting the Board of Directors in formulating policies and related measures for the evaluation of performance and compensation of directors, supervisors and managers of the Company based on a combination of factors such as the Company's operating performance, individual performance, industry standards and future risks, and evaluating them on a regular basis.

  • 26 -

1. Information on Remuneration Committee Members

Title
(Note 1)
Criteria
Name
Meets One of the Following Professional Qualification
Requirements, Together with at Least Five Years’ Work
Experience
Meets One of the Following Professional Qualification
Requirements, Together with at Least Five Years’ Work
Experience
Meets One of the Following Professional Qualification
Requirements, Together with at Least Five Years’ Work
Experience
Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (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 related to
the business needs of
the Company in a
public or private
junior college,
college or university
A judge, public
prosecutor, attorney,
Certified Public
Accountant, or other
professional or
technical specialist
who has passed a
national examination
and been awarded a
certificate in a
profession necessary
for the business of the
Company

Has 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
Independent
Director
HUANG,
CHUN-
JEN
None Not
applicable
Independent
Director
SU,PO-
CHENG
None Not
applicable
Others CHIANG,
SHU-
CHING
None Not
applicable
Note 1: Please enter your status as a director, independent director or other.
Note 2: Please tick the corresponding boxes with “” that apply to a member during the two years prior to being elected or during the term(s) of office.
1Not an employee of the Company or any of its affiliates
2Not an employee of the Company or any of its affiliates. Not a Director or Supervisor of the Company or its affiliates, however, this does not apply,
in case where the person is concurrently working as an Independent Director of the Company or its parent company, subsidiary or subsidiary of the
same parent company established according to this Act or local country..
3Not 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.
4Not 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.
5Not 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.
6Not a spouse, second-degree relative or third-degree relative of the managers in (1) or persons in (2) or (3).
7A director, supervisor, or employee who does not directly hold more than five percent of the total issued shares of the company's corporate
shareholders, or a director, supervisor, or employee of the top five corporate shareholders who hold shares.
8A director (director), supervisor (supervisor), manager, or shareholder holding more than 5% of the shares of a specific company or organization
that does not have financial or business dealings with the Company.
9Not a professional who provides auditing, nor a professional who provides commercial legal, financial, accounting, or consulting services to the
10Company or its affiliates with the cumulated remuneration within the last two years less than NT$500,000, nor is an owner, partner, director,
supervisor, or manager, or the spouse of any of the above, of a sole proprietorship, partnership, company, or organization that provides such
service to the Company or its affiliates,
11Not been aperson of anyconditions defined in Article 30 of the CompanyAct.
  1. Attendance of Members at Remuneration Committee Meetings:

  2. (1) There are 3 members in the Remuneration Committee.

  3. (2) The term of office of the current members: June 19, 2020 to June 18, 2023, the most recent year (2020.01.01 to 2021.04.30) the Salary and Compensation Committee held

    • four meetings (A), and the qualifications and attendance of the members are as follows:
follows:
Title Name Attendance in
Person (B)
By Proxy Attendance Rate (%)
(B/A)(Note)
Remark
Independent
Director
HUANG,CHUN-JEN 4 0 100.00
Independent
Director
SU,PO-CHENG 4 0 100.00
Committee
member
CHIANG,SHU-CHING 4 0 100.00
  • 27 -

Other mentionable items:

  • 1.If the board of directors declines to adopt or modifies a recommendation of the remuneration committee, it should specify the date of the meeting, session, content of the motion, resolution by the board of directors, and the Company’s response to the remuneration committee’s opinion (If the compensation approved by the Board of Directors is better than that recommended by the Compensation Committee, the difference should be stated and the reasons for the difference): None.

  • 2.Resolutions of the remuneration committee objected to by members or subject to a qualified opinion and recorded or declared in writing, the date of the meeting, session, content of the motion, all members’ opinions and the response to members’ opinion should be specified: None.

Note: (1) If a remuneration committee member vacates his or her position prior to the end of the year, the date of vacancy should be indicated in the

  • Remarks column, and the actual attendance rate (%) should be calculated based on the number of meetings of the Remuneration

  • Committee and The actual number of attendance during his or her employment.

  • (2) If there is a change of Remuneration Committee members before the end of the year, the new and old remuneration committee members

  • should be listed, and the date of change should be indicated in the Remarks column as the old, new or re-elected remuneration committee

  • members. The actual attendance rate (%) is calculated based on the number of meetings held by the Remuneration Committee and the

  • actual number of attendance during the term of his employment.

(3)The discussion and results of the Salary and Compensation Committee and the handling of the opinions of the members.

Remuneration
Committee
Content of Proposals
1st meeting of 2020
2020.03.12
The 3rd Board 9th Meeting
1. Review the salary and compensation programs to be implemented in 2020.
2. Consider the remuneration of employees and directors of the Company for 2019.
The result of the resolution of the Compensation Committee: All members of the Compensation Committee agreed to
approve the resolution.
The Company’s Handlingof the Opinions of Remuneration Committee: All the directorspresent agreed have approved.
2nd meeting of 2020
2020.08.06
4th Committee 1st meeting
1. Deputy Chairman YEH,CHIA-HAO’s payroll recognition case.
2. Special assistant of the chairman KUO,CHUN-HSIUNG’s payroll recognition case.
3.Executive Deputy General Manager YU,I-NENG’s payroll recognition case.
4. Deputy General Manager TSAI,CHI-HSIU’s payroll recognition case.
The result of the resolution of the Compensation Committee: All members of the Compensation Committee agreed to
approve the resolution.
The Company’s Handlingof the Opinions of Remuneration Committee: All the directorspresent agreed have approved.
1st meeting of 2021
2021.01.14
4th Committee 2nd
meeting
1. Consider the payment of year-end bonuses to the Chairman and Manager of the Company for 2020.
The result of the resolution of the Compensation Committee: All members of the Compensation Committee agreed to
approve the resolution.
The Company’s Handlingof the Opinions of Remuneration Committee: All the directorspresent agreed have approved.
2nd meeting of 2021
2021.03.15
4th Committee 3rd
meeting
1. Review the salary and compensation programs to be implemented in 2021.
2. Consider the remuneration of employees and directors of the Company for 2020.
The result of the resolution of the Compensation Committee: All members of the Compensation Committee agreed to
approve the resolution.
The Company’s Handlingof the Opinions of Remuneration Committee: All the directorspresent agreed have approved.
  • 28 -

(4) The Company and the Subsidiaries’ Corporate Governance Status, Deviations from “the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons

Evaluation Item Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Deviations from “the Corporate
Governance Best Practice Principles” and
Reasons
Yes No Abstract Illustration
1. Does the Company establish and disclose the Corporate Governance
Best-Practice Principles based on “Corporate Governance Best-
Practice Principles for TWSE/TPEx Listed Companies”?
The Company established Corporate Governance Best Practice Principles and disclosed it
on the Company’s website and Market Observation Post System. The important principles
in the “Code of Corporate Governance Practices for Listed Companies” - protection of
shareholders’ rights and interests, corporate governance relationship between the
Company and its affiliates, strengthening the functions of the board of directors,
performing the functions of the audit committee, respecting the rights and interests of
stakeholders, and enhancing the transparency of information - have been explicitly stated
and implemented in the Code, taking into account the Company’s industrial environment
and legal regulations.







No major difference
2. Shareholding structure & shareholders’ rights
(1) Has the Company established internal operating procedures to deal
with shareholders’ suggestions, doubts, disputes and litigations, and
implement based on the procedures?
(2) Does the Company possess the list of its major shareholders as well as
the ultimate owners of those shares?
(3) Has the Company established and implemented risk management and
firewall mechanisms with its affiliates?
(4) Has the Company established internal rules against insiders trading
with undisclosed information?



(1) In addition to the Company’s shareholder suggestions, questions and disputes, the
Company has a speaking system and the Company’s share agent, MasterLink
Securities Corporation, to handle shareholder suggestions and disputes. The company
has also set up an investor contact box on the company’s website, with a designated
person responsible for serving shareholders’ suggestions and providing
immediate answers.
(2) The Company's shareholder affairs are handled by a dedicated share agent, and a
shareholder affairs officer maintains good contact with the major shareholders based
on the list of shareholders provided by the share unit. In accordance with the
regulations, the Company discloses the changes in shareholdings and pledges of
shareholders who hold more than 10% of the shares.
In accordance with the relevant laws and regulations, changes in the shareholdings of
insiders (directors, managers and shareholders holding 10% or more of the total
shares) are regularly reported to the Market Observation Post System.
(3) The Company has established methods to control the financial operations, capital
loans and endorsement guarantees between the Company and its affiliates, and has
established the "Supervision and Management of Subsidiaries" operation to
implement the risk control mechanism for its subsidiaries in accordance with the
management regulations to control risks.
(4) The Company has established a “Code of Conduct for the Prevention of Insider
Trading” that explicitly prohibits insiders from trading marketable securities using
information that is not yet publicly available. We have also incorporated this standard
into our Ethical Management Principles and Code of Ethical Conduct with respect to
the confidentialityof confidential and commerciallysensitive information.



















No major difference
3. Composition and responsibilities of the Board of Directors
(1) Has the Board developed and implemented a diversified policy for
the composition of its members?
(1) The members of the Company's Board of Directors are executive diversified and there
are seven directors (including three independent directors) with a three-year term of
office. The selection of directors is based on the overall configuration of the Board of



No major difference
  • 29 -
Evaluation Item Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Deviations from “the Corporate
Governance Best Practice Principles” and
Reasons
Yes No Abstract Illustration
(2) Has the Company voluntarily established other functional committees
in addition to the Remuneration Committee and the Audit
Committee?
(3) Does the Company establish a standard to measure the performance of
the Board, and implement it annual?
(4) Does the Company regularly evaluate the independence of CPAs?



Directors. The knowledge, skills and qualities necessary for the execution of their
duties should be generally possessed by the members of the Board of Directors are
specified in the method of election of directors.The powers and duties of the Board o
Directors shall be governed by the provisions of the Company’s Articles o
Incorporation.
Among the Company’s 3 independent directors, 2 directors will serve for a term of
approximately 4 years and 1 director will serve for approximately 1 year. There are no
directors who have served three consecutive terms.
(2) The Company has a Compensation Committee in accordance with the law. Please refer
to the description of "Operation of the Compensation Committee" on pages 26-27 of
this annual report and the Audit Committee on pages 23-26 of this annual report.
(3) The Company’s Board of Directors approved the Board of Directors’ self-appraisal or
peer review on 2015.03.16. Amended by the Board of Directors on November 06,
2020, the performance evaluation will begin in 2020. At the end of each year, the
Management Department collects information on the activities of the Board of
Directors and distributes self-assessment questionnaires on the “Performance
Evaluation of the Board of Directors”, “Performance Evaluation of Board Members”
and “Performance Evaluation of Functional Committees”. Finally, the management
department will collect all the data, set the score for the evaluation index, record the
evaluation result report, and send it to the board of directors for review and
improvement.
The Company completed the evaluation of the performance of the Board of Directors,
functional committees and board members in January 2021. The results of the
evaluation of the Board of Directors’ performance for 2020 are still effective and will
be used for the reference of individual directors’ salary and compensation planning
and nomination for reappointment.
(4) The Company respects the accounting firm’s arrangement for the rotation of
accountants and regularly submits to the Board of Directors for evaluation of the
independence of the certified accountants. On November 06, 2020, the Audit
Committee approved the proposal for the Board of Directors’ approval to evaluate
the independence and suitability of the certified public accountants. Please refer to
the Company's website at http://www.delicacy.com.tw/h-tw /Investor /
tw/Investor/Corporate Governance/Organizational Operations for the Accountant's
Independence and Suitability Evaluation Form and the letter of declaration issued by
the Company's certifiedpublic accountants.(Note 1)



























  • 30 -
Evaluation Item Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Deviations from “the Corporate
Governance Best Practice Principles” and
Reasons
Yes No Abstract Illustration
4. Has the TWSE/TPEx listed company set up a dedication (or concurrent)
corporate governance unit or appointed personnel responsible for
corporate governance related matters (including but not limited to
providing the directors and supervisors with required information to
carry out their business, handling corporate registration and change of
corporate registration related matters and taking the minutes of
meetings)?






The Management Division is the dedicated (concurrent) unit for corporate governance,
who is responsible for corporate governance-related matter and its employees are
regularly assigned to participate relevant education and training.
The main duties of the staff are as follows:
1.The Board of Directors will consult with the directors before the meeting to plan and
prepare the agenda, notify all directors to attend the meeting at least seven days before
the meeting, and provide the meeting information before the meeting so that the
directors can understand the content of relevant issues in advance; after the meeting,
the minutes of the meeting will be prepared and sent to the directors within 20 days.
2.Each year, the Company registers the date of the shareholders' meeting in accordance
with the legal deadline, and prepares and reports the notice of the shareholders'
meeting, the manual and the minutes of the meeting by the required deadline.
3.If there is a motion to amend the articles of incorporation or to re-elect directors at the
shareholders' meeting, an application for registration of the change should be made to
the Ministry of Economic Affairs within 15 days after the shareholders' meeting.
4.According to the corporate governance evaluation indexes issued by the Center for
Corporate Governance every year, we will check the company's achievement of the
standards and the wayto increase the scores one byone.










No major difference
5. Has the Company established communication channels and dedicated
sections for stakeholder (including but not limited to the shareholders,
employees, clients and suppliers) on its website to respond to important
issues of corporate social responsibility concerns?

The Company has a spokesperson, an acting spokesperson and a stock agent unit to
communicate with the Company and its investors. The business, procurement and
accounting units have established appropriate communication channels with major
upstream and downstream vendors, banks and other related stakeholders.
The company has set up a special electronic feedback and complaint box, and the head of
the management department is responsible for handling complaints.
No major difference
6. Has the Company appointed a professional shareholder service agency
to deal with shareholder affairs?
The Company appoints a professional stock agent, MasterLink Securities Corporation
Stock Agency Department, to conduct shareholder meetings.
No major difference
  • 31 -
Evaluation Item Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Deviations from “the Corporate
Governance Best Practice Principles” and
Reasons
Yes No Abstract Illustration
7. Disclosure of information
(1) Does the Company have a corporate website to disclose both financial
standings and the status of corporate governance?
(2) Does the Company have other information disclosure channels (e.g.
building an English website, appointing designated people to
handle information on collection and disclosure, creating a
spokesperson system, webcasting investor conferences)?
(3) Did the Company announce and declare the annual financial statement
within two months at the end of the accounting year and
announce and declare the Q1, Q2 and Q3 financial statement and
monthly operational status prior to the deadline in the regulation?

(1) The Company's Chinese website has a special section for shareholders' information
and is linked to the Market Observation Post System of the Stock Exchange.
Shareholders may inquire about the Company's financial operations and corporate
governance information on the Company's website. Please refer to the Company’s
website:http://www.delicacy.com.tw/zh-tw/Investor
(2) 1. The Company has set up websites in both English and Chinese, with dedicated
personnel responsible for collecting and
disclosing relevant information.
2.The Company has a spokesperson and proxy spokesperson system.
3. The Company has set up the presentation and audio-visual files of the institutional
investor conference on our website.
(3) In accordance with the relevant regulations, the Company shall announce and report
its annual financial statements within 90 days after the end of the fiscal year, and
report its quarterly financial statements within 45 days after the end of the first,
second and third quarters.




No major difference
We will discuss the feasibility with the
checking accountant in the future.
8. Is there any other important information to facilitate a better
understanding of the Company’s corporate governance practices (e.g.
including but not limited to employee rights, employee wellness,
investor relations, supplier relations, rights of stakeholders, directors’
and supervisors’ training records, the implementation of risk
management policies and risk evaluation measures, the implementation
of customer relations policies, and purchasing insurance for directors
and supervisors)?
1. Employee rights and benefits: The Company always treats its employees with honesty
and trust and protects their legal rights and benefits in accordance with the Labor
Standards Law.
2.Employee care: The Company establishes a good relationship with our employees
through a welfare system that stabilizes their lives and a good education and training
system that builds mutual trust and dependence.
3.Investor Relations: The Company has a spokesperson system, who is responsible for
responding to investment corporations and handling shareholders' proposals.
4.Supplier relations: The Company maintains good relations with its suppliers to ensure
the rights and interests of both parties.
5.Interested parties' rights: Interested parties may communicate with the Company and
make suggestions in order to protect their legitimate rights and interests.
6.Directors (including independent directors) and managers for continuing education:
(Note 2) and (Note 3)
7.Implementation of risk management policies and risk measurement standards: The
Company has various internal rules and regulations for risk management and
evaluation.
8.Implementation of customer policy: The company is committed to quality improvement
and professional technology enhancement, through vertical integration of production
and marketing, rapid development and production, to provide customers with
competitive products to create company profits.
9.The Company purchases liability insurance for directors and supervisors: In accordance
with Article 39 of the Code of Corporate Governance Practices, it is appropriate for the
Company to purchase liability insurance for directors and supervisors during their term
of office in respect of their liabilityunder the law for the execution of their scope of



No major difference
  • 32 -
Evaluation Item Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Deviations from “the Corporate
Governance Best Practice Principles” and
Reasons
Yes No Abstract Illustration
business, in order to reduce and diversify the risk of significant damage to the
Company and its shareholders caused by the directors' wrongful or negligent acts.
9. According to the latest result of the Corporate Governance Evaluation System by the Corporate Governance Center of TWSE, explain the amendments or propose the priority measurements to the unimproved items: In
response to the announcement of 6th corporate governance evaluation in 2020, which was conducted for the year of 2019, the Company has proposed the explanation for the improvement on the evaluation index for the
Company that have not yet scored: (Not included in the appraised company need not be filled in)
The results of the 6th (2020) Corporate Governance Evaluation, the Company has made efforts to improve the scores, as follows:
(1) Improved situation;
Improved items
Improvement Measures
Provide English notice of shareholders' meeting, annual report of shareholders' meeting, handbook, financial
report
Notice of shareholders’ meeting, annual report of shareholders’ meeting, handbook, financial
report in English in 2021
Establishment of a Supervisor of Corporate Governance, responsible for corporate governance related
matters
Establishment of a Supervisor of Corporate Governance, responsible for corporate governance
related matters
(2) Items yet to be implemented; the priority enhancements and measures expected to be carried out in 2021 are as follows.
Items not yet improved
Improvement Measures
Annual report to be uploaded by 16 days before the regular shareholders' meeting
It is expected that the notice of shareholders’ meeting, the annual report of the shareholders’
meeting, and the handbook will be provided in English and uploaded within the deadline in 2021
Annual financial report in English to be submitted 7 days before the regular shareholders’ meeting
It is expected to be uploaded by 06/01/2021 on MOPS.
The financial statements are approved by the Board of Directors or submitted to the Board of Directors 7 days
before the announcement deadline and published within 1 day after the approval date or submission date
Each quarterly financial report is expected to be approved by the Board of Directors or presented
to the Board of Directors 7 days prior to the announcement deadline and announced within 1 day
after the approval date or presentation date

Note: The operating conditions, regardless of whether "Yes" or "No" is checked, should be described in the summary description field.

  • 33 -

Note 1:

020 CPA Dependency and Competency Assessment Form Date of assessment: October 31, 2020

Note 1:
020 CPA Dependency and Competency Assessment Form
Date of assessment: October 31, 2020
Note 1:
020 CPA Dependency and Competency Assessment Form
Date of assessment: October 31, 2020
Note 1:
020 CPA Dependency and Competency Assessment Form
Date of assessment: October 31, 2020
Note 1:
020 CPA Dependency and Competency Assessment Form
Date of assessment: October 31, 2020
(1) Profile:
CPA Name: YANG, CHAO-CHING CPA Firm: Deloitte & Touche
Primary
Education/Experienc
es:
Educational background: Bachelor, Accounting Department
of Feng JIA University
Professional qualification: CPA,
R.O.C.
(2) Details:
Refer to Article 47 of the CPA Act and Gazette No. 10 from CPA Occupational
Ethics Regulations:
ITEM Result
1. The case of CPA remained the same over past 7 years never happened as of the
latest notarization.
■Yes □No
2. The subject never built a material financial stakeholder relationship with the
principal.
■Yes □No
3. Any inappropriate relationship is avoided to build with the principal. ■Yes □No
4. CPA should make his assistants stick to honest, fairness and independency. ■Yes □No
5. Financial statements of service institution in 2 years prior to operation may not
be notarized and audited.
■Yes □No
6. CPA title may not be shared with any third party. ■Yes □No
7. Never hold any shares of the Company and its affiliates. ■Yes □No
8. The subject never had loan with the Company and affiliates, except for normal
transactions with bankingindustry.
■Yes □No
9. The subject never had common investment or shared interested relationship with
the Companyand affiliates.
■Yes □No
10. The subject never had concurrent routine jobs in the Company or affiliates with
fixed salary.
■Yes □No
11. The subject never was involved in decision-making management functionality in
the Companyor affiliates.
■Yes □No
12. The subject never had concurrent position in another business which may lose
independency.
■Yes □No
13. The subject has conneciton of spouse, direct blood relatives & direct in-laws, or
Collateral blood relatives with the management of the Company does not require
a
visa.
■Yes □No
14. The subject never received any commission in connection with business. ■Yes □No
15. The subject never was sanctioned or impeded principal of independency as of
now.
■Yes □No
(3) Performance and Plan:
1. Finished 2020 financial notarization for the Company as scheduled.
2. Finished subsidiaries' 2020 financial notarization including DE-FA INTERNATIONAL INDUSTRIAL CO.,
LTD., EDEN ROAD INTERNATIONAL LTD.,CHADTEX INDUSTRIAL CO., LTD., DE LICACY
Holding Co., Ltd., COZY AV INTERNATIONAL CORP.
3. Provided the Companywith financial and taxation consultingservices irregularly.
(4) Result of Assessment:
THE CPA, YANG, CHAO-CHING has presented and expressed independency on diversified financial,
taxation consultation as well as notarization for the Companytimelywithout unfair statements.
  • 34 -

Approved by: Made by:

2020 CPA Dependency and Competency Assessment Form Date of assessment: October 31, 2020

2020 CPA Dependency and Competency Assessment Form
Date of assessment: October 31, 2020
2020 CPA Dependency and Competency Assessment Form
Date of assessment: October 31, 2020
2020 CPA Dependency and Competency Assessment Form
Date of assessment: October 31, 2020
2020 CPA Dependency and Competency Assessment Form
Date of assessment: October 31, 2020
(1) Profile:
CPA Name: LEE, CHI-JEN CPA Firm: Deloitte & Touche
Primary
Education/Experiences:
Education: EMBA Master, CHENG KONG UNVERSITY
Professionalism: CPA, R. O. C.
(2) Details:
Refer to Article 47 of the CPA Act and Gazette No. 10 from CPA Occupational Ethics
Regulations:
Item Result
1. The case of CPA remained the same over past 7 years never happened as of the latest
notarization.
■Yes □No
2. The subject never built a material financial stakeholder relationship with the principal. ■Yes □No
3. Any inappropriate relationship is avoided to build with the principal. ■Yes □No
4. CPA should make his assistants stick to honest, fairness and independency. ■Yes □No
5. Financial statements of service institution in 2 years prior to operation may not be
notarized and audited.
■Yes □No
6. CPA title may not be shared with any third party. ■Yes □No
7. Never hold any shares of the Company and its affiliates. ■Yes □No
8. The subject never had loan with the Company and affiliates, except for normal
transactions with bankingindustry.
■Yes □No
9. The subject never had common investment or shared interested relationship with the
Companyand affiliates.
■Yes □No
10. The subject never had concurrent routine jobs in the Company or affiliates with fixed
salary.
■Yes □No
11. The subject never was involved in decision-making management functionality in the
Companyor affiliates.
■Yes □No
12. The subject never had concurrent position in another business which may lose
independency.
■Yes □No
13. The subject has conneciton of spouse, direct blood relatives & direct in-laws, or
Collateral blood relatives with the management of the Company does not require a
visa.
■Yes □No
14. The subject never received any commission in connection with business. ■Yes □No
15. The subject never was sanctioned or impeded principal of independency as of now. ■Yes □No
(3) Performance and Plan:
1. Finished 2020 financial notarization for the Company as scheduled.
2. Provided the Company with financial and taxation consulting services irregularly.
(4) Result of Assessment:
THE CPA, LEE, CHI-JEN has presented and expressed independency on diversified financial, taxation consultation as
well as notarization for the Company timely without unfair statements.
  • 35 -

Approved by: Made

Recipient: DE LICACY INDUSTRIAL CO., LTD.

  • Subject: We accepted the assignment of auditing Your Esteemed Company's Financial Statement for the Year of 2020 pursuant to the regulations of AIA's "Integrity, Fairness, Objectivity and Independency of Professional Ethical Gazette No. 10" and the Audit Teammates stated their following regulations as follows without violation.

Description:

  1. Audit teammate and its spouse, dependents never had cases as follows:

  2. 1) Never held direct or indirect material financial interests with the Esteemed Company. 2) Never built business relationship affecting independency with Your Esteemed Company or its Directors, Supervisors and Managers.

  3. During audit, the Audit Teammates and their spouses, dependents never took positions of Director/supervisors, Managers in Your Esteemed Company or had any duties with direct and material effect on the audit work.

  4. The Audit Teammates never had relationship of spouse, immediate blood relatives, immediate blood-in-law or second-relatives and other internal blood relatives with Your Esteemed Company's Directors/supervisors or Managers.

  5. The Audit Teammates never received high valued gifts from Your Esteemed Company or its Directors/Supervisors, Managers or major shareholders (the value has never transcended ordinary social courtesy standard).

  6. The Audit Teammates have executed necessary independency / interest conflict procedures without discovering any violations or unsolved conflict of interests.

Deloitte & Touche

CPA YANG, CHAO-CHING (With Seal)

CPA LEE, CHI-JEN (With Seal)

  • 36 -

Note 2: Directors (including independent directors) pursuing further education in 2020

List of Directors and
Supervisors
Date of the Advanced Studies Date of the Advanced Studies Organizer Name of the Course Hours of
the Course
Start End
Chairman YEH,CHIA-MING 2020/11/06 2020/11/06 Taiwan Corporate Governance Association Review of financial report preparation capability of listed
companies,key points andpoints to note
3
2020/11/06 2020/11/06 Taiwan Corporate Governance Association How directors and supervisors supervise companies to implement
internal controls to strengthen corporategovernance
3
Representative of Institutional
Director: YEH,CHIA-HAO

2020/11/06
2020/11/06 Taiwan Corporate Governance Association Review of financial report preparation capability of listed
companies,key points andpoints to note
3
2020/11/06 2020/11/06 Taiwan Corporate Governance Association How directors and supervisors supervise companies to implement
internal controls to strengthen corporategovernance
3
Representative of Institutional
Director: YEH,WEI-LI

2020/11/06
2020/11/06 Taiwan Corporate Governance Association Review of financial report preparation capability of listed
companies,key points andpoints to note
3
2020/11/06 2020/11/06 Taiwan Corporate Governance Association How directors and supervisors supervise companies to implement
internal controls to strengthen corporategovernance
3
Representative of Institutional
Director: KUO,CHUN-HSIUNG

2020/11/06
2020/11/06 Taiwan Corporate Governance Association Review of financial report preparation capability of listed
companies,key points andpoints to note
3
2020/11/06 2020/11/06 Taiwan Corporate Governance Association How directors and supervisors supervise companies to implement
internal controls to strengthen corporategovernance
3
Independent Director
HUANG,CHUN-JEN
2020/11/06 2020/11/06 Taiwan Corporate Governance Association Review of financial report preparation capability of listed
companies,key points andpoints to note
3
2020/11/06 2020/11/06 Taiwan Corporate Governance Association How directors and supervisors supervise companies to implement
internal controls to strengthen corporategovernance
3
Independent Director
SU,PO-CHENG
2020/11/06 2020/11/06 Taiwan Corporate Governance Association Review of financial report preparation capability of listed
companies,key points andpoints to note
3
2020/11/06 2020/11/06 Taiwan Corporate Governance Association How directors and supervisors supervise companies to implement
internal controls to strengthen corporategovernance
3
Independent Director
TSAI,CHI-CHUN
2020/11/06 2020/11/06 Taiwan Corporate Governance Association Review of financial report preparation capability of listed
companies,key points andpoints to note
3
2020/11/06 2020/11/06 Taiwan Corporate Governance Association How directors and supervisors supervise companies to implement
internal controls to strengthen corporategovernance
3
2020/11/26 2020/11/26 Securities and Futures Institute Intellectual PropertyManagement and Corporate Risk 3
2020/12/08 2020/12/08 Securities and Futures Institute From Corporate Fraud Prevention to Board of Directors' Functions 3
Note 3. The status of Manager takingadvanced study courses in 2020.
List of Managers Date of the Advanced Studies Organizer Name of the Course Hours of
the Course
Start End
Financial Supervisor
YU,I-NENG
2020/08/27 2020/08/28 Accounting Research and Development
Foundation
Continuing Education Course for Accounting Supervisors of Issuing
Securities Firms and Stock Exchanges
12
  • 37 -

  • (5) Fulfillment of social responsibility and differences from the Code of Corporate Social Responsibility of listed and listed companies and the reasons thereof : the systems and measures adopted by the Company for environmental protection, community participation, social contribution, social services, social welfare, consumer rights, human rights, safety and health and other social responsibility activities and their fulfillment.

fulfillment.
Evaluation Item Implementation Status (Note 1) Deviations from “the Corporate
Social Responsibility Best
Practice Principles” and Reasons
Yes No Abstract Illustration(Note 2)
1. Has the Company conducted risk assessment on environmental, social and
corporate governance issues related to business operations of the
Company in accordance with the concept of materiality and established
relevant risk management policies or strategies? (Note 3)
The Company has established a “CSR Code of Practice” and disclosed it in MOPS and the
Company's website. The Management Department is responsible for conducting relevant
risk assessments and formulating relevant risk management policies or strategies based on
materiality as follows; in addition, relevant management practices have been established
and communication channels with stakeholders have been set up.





















No major difference.
Major Issues Risk Evaluation
Item
Risk management policies or strategies
Environment Environmental
Protection and
Workplace
Safety
☉We are aware of the importance of environmental
sustainability, and the Environmental Protection Division
and the Industrial Safety Office handle matters related to
pollution prevention for on-site operations, and we have
hired an accredited environmental testing organization
to conduct random inspections to comply with the latest
emission standards listed by the Environmental
Protection Agency.
☉The Company regularly implements public safety
inspections, labor safety training courses and employee
health checks every year to provide a safe and healthy
workingenvironment for our employees.
Society Ethical
Management
and Anti-
Corruption
The Management Department of the Company, worked as
a concurrent unit to promote the integrity of corporate
management, has stipulated the prohibition of dishonest
acts such as bribery, accepting bribes, offering or accepting
improper benefits, engaging in unfair competition and
damaging the rights and interests of stakeholders in
accordance with the “Code of Conduct for Ethical
Management”, “Procedures and Guidelines for Ethical
Management” and “Code of Ethical Conduct”, and has
established preventive measures and conducted education
and promotion to implement the policy of ethical
management.
Corporate
Governance
Legal
compliance
Through the implementation of internal control
mechanisms, we ensure that all of our employees and
operations complywith the relevant laws and regulations.
  • 38 -
Evaluation Item Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Deviations from “the Corporate
Social Responsibility Best
Practice Principles” and Reasons
Yes No Abstract Illustration(Note 2)
2. Has the Company set up a dedicated (or concurrent) corporate
social responsibility promotion unit which is authorized by the
board of directors to be managed by the high-level management
and reports to the board of directors?



1.The Company’s management department is responsible for promoting CSR as a
concurrent unit, and is responsible for proposing and implementing CSR
policies, systems or related management guidelines and specific promotion
plans.
2.In the future, the Company will set up dedicated (concurrent) units and report
to the Board of Directors on the situation.




No major difference.
3. Environment issues
(1) Has the Company established an appropriate environmental
management system according to its industrial characteristics?
(2) Is the Company committed to improving the efficiency in the use
of resources, and the use of recycled materials with low
environmental impact?
(3) Has the Company assessed the current and future potential risks
and opportunities to the enterprise due to climate change
and adopted countermeasures on issues related to the
climate?
(4) Has the Company conducted statistics on the emission of
greenhouse gas, water consumption volume and the total
waste weight in the past two years and developed policies for
energy-saving,
reduction
on
greenhouse
gas,
water
consumption volume or management of other wastes?










(1) The Company maintains the working environment and natural environment in
accordance with public safety building regulations, fire regulations, labor
health and safety regulations, the Waste Disposal Act, and energy-saving and
carbon-reduction management regulations, and reports them in accordance
with the law. There is also an industrial safety office to supervise and manage
the related environmental protection business, and all the staffs are qualified
with relevant certificates.
(2) The Company's waste materials have been assigned to a waste removal
licensee for recycling, and is committed to implementing activities such as
factory waste reduction and resource separation and recycling in order to
preserve global resources and protect environmental hygiene.
(3) The Company formulates energy-saving and carbon-reduction strategies based
on the impact of its operating activities, and promotes various energy-saving
measures, such as turning off lights on the fly and paperless operation, to
reduce the impact of its operations on the natural environment.
(4)1.The Company obtained the “Greenhouse Gas Emission Verification
Statement” issued by AFNOR ASIA LTD. on November 25, 2020 to prove that
the Company meets the reasonable assurance level approved by the
Environmental Protection Administration of the Executive Yuan. We expect
more efficient management and control of energy use″ to achieve energy
savings and reduce greenhouse gas emissions by 2%-5% annually.
2.The Company has installed a sludge dryer to reduce the amount of sludge
removal, which is expected to reduce the amount of waste removal by 1/2
per year.
3.It is intended to comply with government regulations to completely phase
out coal and oil-fired boilers and replace them with gas-fired (i.e., natural
gas)boilers to reduce PM2.5 and improve airquality.




















No major difference.
4. Social issues
(1) Has the Company formulated relevant management policies and
procedures in accordance with relevant laws and regulations and
international human rights conventions?
(1) The Company protects the legal rights of employees and respects the human
rights of all employees in accordance with the Labor Standards Law, and
provides fair opportunities forjob seekers and employeepromotionpaths.


No major difference.
  • 39 -
Evaluation Item Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Deviations from “the Corporate
Social Responsibility Best
Practice Principles” and Reasons
Yes No Abstract Illustration(Note 2)
(2) Has the Company established and implemented reasonable
employee welfare measures (including remuneration, vacations
and other welfares, etc.) and reflected management
performances or outcomes on employees’ remuneration?
(3)Does the Company provide a safe and healthy working
environment for employees and regularly carry out safety and
health education for employees?
(4) Has the Company developed an effective training program for
employees?
(5) Regarding the health and safety of products and services,
customers’ privacy, marketing and labelling, has the Company
complied with relevant regulations and international
principles and developed relevant policy and compliant
procedure to protect consumers’ rights and interests?
(6) Has the Company established management policy for suppliers
and asked the suppliers to complywith environmental










(2) The Company's Employee Benefit Committee arranges employee activities
such as employee travels, fellow employees' dinners, weddings and funerals,
and other benefit subsidies to provide a comfortable and safe working
environment for our employees. We also arrange regular health checkups for
our employees to maintain their physical and mental health.
(3) The Company provides a safe and healthy working environment for its
employees, including the provision of necessary health and first aid facilities,
and strives to reduce the risk of employee safety and health to prevent
occupational disasters or occupational diseases. In addition, the following
operations are conducted regularly to provide a healthy and safe environment
for our employees.
1.We hold regular seminars on occupational safety and health to maintain the
safety and health of employees in the workplace and to create a healthy and
safe working environment for employees.
2.Office fire safety inspection/reporting/and promotion.
3.Regular maintenance of elevators.
Employee health maintenance: In addition to cooperating with the
government to conduct health checks for occupational disasters, we regularly
arrange health checks for employees and cooperate with hospitals within the
Group to carry out health management according to the results; each factory
is equipped with medicines, hygiene materials, simple medical equipment,
etc., and the factory has contracted doctors and nursing staff to provide
regular services. Incorporate relevant requirements into daily operations and
improve occupational safety and health performance through daily employee
education.
(4) The Company follows the relevant provisions of the law and sends employees
out for training for career development, and plans relevant career
development training programs in accordance with employee needs.
(5) For the marketing and labeling of products and services, the Company follows
the relevant laws and regulations.
(6) The Company currently requests its major suppliers to provide certification
reports that theirproducts do not contain hazardous substances. In addition,






















  • 40 -
Evaluation Item Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Deviations from “the Corporate
Social Responsibility Best
Practice Principles” and Reasons
Yes No Abstract Illustration(Note 2)
friendly, occupational safety or labor rights and present its
implementations?
the contract between the Company and its major suppliers contains provisions
that allow the suppliers to terminate or cancel the contract at any time if the
supplier is involved in a violation of its corporate social responsibility policy
that has a significant impact on the environment and society.


5. Has the Company referenced the international principles or guidelines for preparing generalized report to prepare its non-financial reports such as corporate social responsibility reports? Has the
Company obtained confirmation or guarantee opinions from third-party verification agencies regarding the aforementioned report?
The Company has not yet made reference to international standards or guidelines for the preparation of reports that disclose non-financial information such as CSR reports, but the Company will
continue topractice CSR and establish relatedpolicies as appropriate.
6. If the Company has its own corporate social responsibility in accordance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, please describe the difference
between its operational and prescribed code:
The Companyhas established a "Code of Practice on Corporate Social Responsibility" and has implemented CSR in agradual manner,takinginto account the current situation and legal requirements.
7. Other important information about the Company that is useful in understanding the operation of corporate governance:
1.The company is committed to the government's environmental policy.
2.Sponsorship of local charity and good neighbor activities.
3.Donations were made to the Taiwan Foundation for the Blind, Tainan County Family Support Center, and cultural and educational institutions.
4.Contribute to the education and development of talents in the textile, apparel, and fashion industries (e.g., sponsorship of scholarships for related departments, establishment of short-term training
courses, etc.)
5.Establish scholarships to encourage outstanding university students from modest backgrounds
6.Promote industry innovation and development related activities
7.Promote academic and industrial cooperation and exchange related work
8.Promoting care for the underprivileged and assisting in education and employment
9.Highlights of the latest annual activities of the Deli Education Foundation:
Year
Content
2020
Sponsored the Tainan CityAssociation for the Sustainable Development of Taiwan Indigenous Peoples’ 2020 After-school Support Program for Taiwan Indigenous Students.
Donated to the social assistance fund account of the Tainan City Social Bureau, designated for the exclusive use of "education and schooling expenses for children from
disadvantaged families".
Sponsoring Andrew Charity Association to provide immediate and appropriate resources for children aged 0-15 from disadvantaged families in Taiwan to help them develop
physicallyand mentally.
To the Fortune Social Welfare & CharityFoundation, we donated 5,000pounds of rice to the disadvantagedgroups and low-income families.
SponsoringJOY AND HOPE WELFARE FOUNDATION for the winter relief activities of the elderly.
63 scholarships of NT$20,000 each were awarded for the first semester of the 2020 schoolyear.
Sponsoring The Giver Association to provide care for urban aboriginal children, new immigrant children, and children of low- and middle-income families, including care for
preschool-age children and after-school counseling from elementary school to high school, and to enhance the competitiveness of children from disadvantaged families in
society.
8. If the CSR report haspassed the verification standards of relevant verification agencies,it should be stated: None.
Note 1: The operating conditions, regardless of whether "Yes" or "No" is checked, should be described in the summary description field.
Note 2: If the company has prepared a CSR report, the summary description can be replaced with a description of how to access the CSR report and the index page.
Note 3: Materiality refers to the environmental, social and corporate governance issues that have a significant impact on the Company's investors and other stakeholders.
  • 41 -

(6) The Company and the Subsidiaries’ Ethical Corporate Management Best-Practice, Deviations from “the Ethical Corporate Management BestPractice Principles for TWSE/TPEx Listed Companies” and Reasons :

Evaluation Item Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Deviations from “the Ethical
Corporate Management Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
1. Establishment of ethical corporate management policies and programs approved
(1) Does the company formulate its ethical corporate management policies by the
Board of Directors and declare its ethical corporate management policies and
procedures in its guidelines and external documents, as well as the commitment
from its board and senior management to implement the policies?
(2) Does the company establish evaluation system for the risk of unethical conducts,
regularly analyze and evaluate the operating activities with the risk of high-
potential unethical conducts within its operating scope and formulate prevention
programs and precaution measures against unethical conducts or listed activities
stated in Article 2, Paragraph 7 of the “Ethical Corporate Management Best-
Practice Principles for TWSE/TPEx Listed Companies”?
(3) Does the company establish clear statements regarding relevant procedures,
guidelines of conduct, punishment for violation, and rules of appeal in its prevention
programs against unethical conducts, ensure its implementation, and regularly
review and revise the aforementionedprograms?














The Company has established “Ethical Management Procedures and Behavior
Guidelines" to clarify the policy of integrity management and prevent dishonest
behavior. At the same time, there shall be no unnecessary contact with suppliers,
customers and related parties.
No major difference.
2. Fulfill ethical management
(1) Does the company evaluate business partners’ ethical records and include ethics-
related clauses in business contracts?
(2) Does the company establish an exclusively dedicated unit supervised by the Board to
be in charge of the promotion of corporate ethical management, regularly (at least
once a year) report its ethical management policies and prevention programs against
unethical conducts, and supervise its implementations?
(3) Does the company establish policies to prevent conflicts of interest and provide
appropriate communication channels, and implement it?
(4) Has the company established effective systems for both accounting and internal
control to facilitate ethical corporate management? Does the company’s internal
audit unit prepare relevant audit plans based on the evaluation results of risk of the
unethical conducts from the internal audit unit? Is the compliance of prevention
program against unethical conducts audited by either internal auditors or CPAs?
(5) Does the company regularly hold internal and external educational trainings on
ethical management?












(1) The Company has established the “Procedures and Conduct Guidelines for
Ethical Management", which stipulates that the Company will consider the
legitimacy of agents, suppliers, customers or other business counterparties
and whether there is any record of dishonest conduct before conducting
business transactions, and will avoid conducting transactions with persons
who have engaged in dishonest conduct.
(2) In order to improve the ethical management, the Company has designated the
Management Department as the dedicated unit to handle the revision,
implementation, explanation, consultation service and registration and filing
of the notification contents of these operating procedures and conduct
guidelines and to supervise their implementation, and shall report to the
Board of Directors on a regular basis.
(3) The Company has established a “Code of Ethical Conduct” and “Operating
Procedures and Conduct Guidelines for Ethical Management", which
stipulate that the Company's personnel shall treat the Company's customers,
competitors and employees fairly and with integrity and reasonableness, and
shall not obtain improper benefits through manipulation, concealment,
misuse of information based on their duties, misrepresentation of material
matters or other unfair trade practices.
(4) In order to effectively ensure ethical management of the Company's
operations, the Company has established a good and effective internal
control system and accounting system, which are regularly audited by internal
auditors.
(5)The Companyshall reinforce theprinciple that employees should treat the




















No major difference.
  • 42 -
Evaluation Item Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Deviations from “the Ethical
Corporate Management Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
Company's import (sales) customers, competitors and employees fairly and
with honesty and reasonableness, and shall not gain improper benefits by
manipulating, concealing or misusing information based on their duties,
making misrepresentations on important matters or other unfair trading
practices.



3.Operation of the company’s complaint system
(1) Does the company establish both a specific complaint and reward system and a
convenient complaint channel? Can the accused be reached by an appropriate person
for follow-up?
(2) Does the company establish standard operating procedures for investigating
accusation cases, and follow-up measures and relevant confidential system to be
adopted after the completion of the investigation?
(3)Does the company provideproper whistleblowerprotection?


The company plans a confidential system of reporting, set up a dedicated window
to receive reports, through
employee complaint box and an employee complaint hotline to receive employee
complaints.
No major difference.
4. Strengthening information disclosure
(1) Does the company disclose its ethical corporate management policies and the results
of its implementation on the company’s website and MOPS?
The Company's annual report discloses the contents of the Code of Conduct and
the effectiveness of its promotion, which can be found on the Company's website
and on the Market Observation Post System.
No major difference.
5. If the company has established the ethical corporate management policies based on the “Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies”, please describe any discrepancy between
the policies and their implementation: None.
6. Other important information to facilitate a better understanding of the company’s ethical corporate management policies:
The Company's operations are conducted in accordance with the laws and regulations of the TSE and the regulations of the relevant authorities, and its decisions are made with the interests of shareholders and the Company in
mind,and in compliance with the Company's internal regulations.

Note 1: The operating conditions, regardless of whether "Yes" or "No" is checked, should be described in the summary description field.

(7) If the company has established a code of corporate governance and related regulations, it should disclose its inquiry methods.

The Company has established the “Rules of Procedures for Shareholders’ Meetings,” “Regulations for Board Meetings,” “Regulations for Election of Directors,” “Code of Ethical Conduct,” “Self-Regulatory Rules for Disclosure of Merger and Acquisition Information,” “Regulations for Intercompany Financial Operations,” “Code of Corporate Governance Practices,” “Rules Governing the Responsibilities of Independent Directors,” “Rules for the Organization of the Audit Committee,” “Rules for the Organization of the Compensation Committee,” “Code of Corporate Social Responsibility Practices,” and “Operating Procedures and Guidelines for Ethical Management”, which will be implemented in accordance with the relevant regulations. Please visit the Company's website or the Market Observation Post System for more information.

(8) Other Important Information for the Enhancing the Understanding of the Company’s Corporate Governance Operations may be disclosed: None.

  • 43 -

(9) Implementation of internal control system

1. Statement of Internal Control System

DE LICACY INDUSTRIAL CO., LTD.

Statement of Internal Control System

Date: Mar. 15, 2021

The internal control system from January 1 to December 31, 2020, according to the result of selfassessment is thus stated as follows:

  1. The Company acknowledges that the implementation and maintenance of internal control system is the responsibility of Board of Directors and management, and the Company has established such system. The internal capital system is aimed to reasonably assure that the goals such as the effectiveness and the efficiency of operations (including profitability, performance and protection of assets), the reliability of financial reporting and the compliance of applicable law and regulations are achieved.

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

  3. The Company evaluates the design and operating effectiveness of its internal control system based on the criteria provided in the Regulations Governing the Establishment of Internal Control Systems by Public Companies (herein below, the Regulations). The criteria adopted by the Regulations identify five constituent elements of managerial internal control: i. control environment, ii. risk assessment, iii. control activities, iv. information and communication, and v. monitoring activities. Each constituent element consists of a number of items. Please refer to the “the Regulations” for the aforementioned items.

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

  5. Based on the finding of such evaluation, the Company believes that, on December 31, 2020 (Note 2) it has maintained, in all material respects, an effective internal control system (that includes the supervision and management of our subsidiaries), to provide reasonable assurance over our operational effectiveness and efficiency, reliability, timeliness transparency of reporting, and compliance with applicable rulings, laws and regulations.

  6. This Statement is an integral part of the Company’s annual report and prospectus, and will be made public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Articles 20, 32, 171 and 174 of the Securities and Exchange Act.

  7. This statement was approved by the board of directors in the meetings held on March 5, 2021, with none of the 7 attending directors expressing dissenting opinions, and the remainder all affirming the content of this Statement.

DE LICACY INDUSTRIAL CO., LTD.

Chairman YEH,CHIA-MING

General Manager: YEH,WEI-LI

  1. In case that a CPA was engaged to conduct a Special Audit of Internal Control System, its audit report shall be provided: None.

  2. (10) For the most recent year and up to the printing date of the annual report, the Company and its internal personnel have been punished by law, the Company has punished its internal personnel for violating the provisions of the internal

  3. control system, and the major deficiencies and improvements: None.

  4. 44 -

(11) Significant resolutions of the shareholders’ meeting and the board of directors for the most recent year and up to the date of printing of the annual report

(1) Resolutions of the ordinary shareholders' meeting

Meeting
Date
Important Resolution Resolution Status of implementation
2020.06.11 1. Recognition of Business Report, Financial
Statements and Consolidated Financial
Statements for 2019
The proposal was approved by the
shareholders present and voting by
electronic ballot.
The resolution was passed.
2. Earnings Distribution Recognition for
2019
The proposal was approved by the
shareholders present and voting by
electronic ballot.
Set Jul. 10, 2020 as the Base date for
dividend allocation and distribute cash
dividends on Jul. 31,2020
3. Capital surplus distribution of cash
discussion
The proposal was approved by the
shareholders present and voting by
electronic ballot.
Set Jul. 10, 2020 as the Base date for
dividend allocation and distribute cash
dividends on Jul. 31,2020
4. Amendment to Rules of Procedure for
Shareholders Meetings
The proposal was approved by the
shareholders present and voting by
electronic ballot.
RESOLVED. The revised Rules of
Procedure of the Shareholders’
Meeting will be published on the
Company’s website and the Market
Observation Post System.
5.Amendments to the Company’s
“Procedures for Lending Funds to Others”
The proposal was approved by the
shareholders present and voting by
electronic ballot.
RESOLVED. The revised Procedures for
Lending Funds to Others will be
published on the Company’s website
and the Market Observation Post
System.
6.Full re-election of seven directors
(including independent directors)
The proposal was approved by the
shareholders present and voting by
electronic ballot.
Registration was granted by the
Ministry of Economic Affairs on July 02,
2020.
7. The release of new directors from the
non-competition restriction
The proposal was approved by the
shareholders present and voting by
electronic ballot.
The resolution was passed and the
e x e c u t i o n w a s c o m p l e t e d i n
accordance with the resolution of the
shareholders' meeting.

(2) Resolutions of the Board of Directors

Committee No. Meeting Time Important Resolutions
16th Committee
18th Meeting
2020.01.14 1.Approved the retroactive recognition of the credit line application to Wang Shan Bank.
2.Approved the bank credit line discussion.
3.The endorsement and guarantee case for Vietnam Deli Industrial Co. was approved.
4.The endorsement and guarantee case for Victory Cayman Holdings Co., Ltd. was approved.
5.Lending the Company’s capital to Vietnam Deli Industrial Co. was approved.
6.Lending of funds through the Company to MJ DE-YI INTERNATIONAL LTD. was approved.
7. Approved the proposal of salary adjustment on the chairman of the board of directors,
Mr.YEH,CHIA-MING, the General Manager, Mr. YEH,WEI-LI, and the head of investor relations
of the management department, Mrs. CHI,WEI-HSIEN (the interested parties, Mr. YEH,CHIA-
MING, the chairman of the board of directors, Mr. YEH,WEI-LI, the representative of the
corporate director and general manager, and Mr. YEH,CHIA-HAO, the representative of the
corporate director, recused themselves from voting on the proposal).
8.Approved the proposal of salary adjustment for General Manager, KUO,CHUN-HSIUNG (the
interested parties, representative of the corporate director and general manager, KUO,CHUN-
HSIUNG,recused himself from voting on the proposal).
9. Approved the proposal of salary adjustment for Financial and Accounting Supervisor, YU,I-NENG
, and the Deputy General Manager and Supervisor of Production Department and R&D
Department, Mr. TSAI,CHI-HSIU.
10.Approved the proposal of 2019 year-end bonus appropriation by the Chairman, YEH, CHIA-
MING, General Manager, YEH, WEI-LI and CRM Supervisor of the Administration Department,
Assistant Manager, CHI, WEI-HSIEN of the Company (Stakeholders, Chairman YEH, CHIA-MING,
Legal Director Representative concurrent General Manager, YEH, WEI-LI, Legal Director
Representative, YEH, CHIA-HAO, evaded the vote to this proposal)
11.Approved the proposal of year-end bonus adjustment for General Manager, KUO,CHUN-
HSIUNG(the interested parties, representative of the corporate director and general manager,
KUO,CHUN-HSIUNG,recused himself from votingon theproposal).
  • 45 -
Committee No. Meeting Time Important Resolutions
12.Approved the proposal of salary adjustment for Financial and Accounting Supervisor, YU,I-
NENG,andthe Deputy General Manager and Supervisor of Production Department and R&D
Department, Mr.TSAI,CHI-HSIU.
13.Purchase of BUDWEISER HONG KONG HOLDING COMPANY,LIMITED from TUNG MING TEXTILE CO.,
LTD. and EDEN ROAD INTERNATIONAL LIMITED through its subsidiary, MJ DE-YI INTERNATIONAL LTD
14.Purchase of LUCKY UNIQUE ENT. CO. ,LTD through the Company from TUNG MING TEXTILE CO.,LTD
was approved.
15.Approved the proposal to establish Eden Road International limited in Hong Kong.
16.Capital financing to a related party, Ye Fulin, through Hangzhou Deli Textile Co. was approved.
(Interested Parties, Chairman of the Board of Directors, Mr. YEH,CHIA-MING, Representative of the
Corporate Director, Mr. YEH,CHIA-HAO, and Representative of the Corporate Director
and General Manager, Mr. YEH,WEI-LI, recused themselves from voting on this case)
17.The endorsement andguarantee case for APEX(ANQING)TEXTILE CO.,LTD. was approved
16th Committee
19th meeting
2020.03.12 1. Approved the recognition of bank loan guarantee line as of February 29, 2020.
2. Approved the bank credit line discussion.
3. Approved the salary and compensation programs to be implemented in 2020.
4. Approved the remuneration of employees and directors of the Company for 2019.
5. Approved Business Report, Financial Statements and Consolidated Financial Statements for
2019
6. Approved Company 2019 “Statement of Internal Control System”.
7.The endorsement and guarantee case for DE-FA INTERNATIONAL INDUSTRIAL CO., LTD. Was
approved
8. The endorsement and guarantee case for Hangzhou Deli Textile Co., Ltd. was approved.
9. The endorsement and guarantee case for EDEN ROAD INTERNATIONAL LIMITED was approved.
10. The endorsement and guarantee case for Vietnam Deli Industrial Co. was approved.
11. Lending of funds to Vietnam Deli Industrial Co. was approved.
12.The renewal of the directors’ and supervisors’ liability insurance with Shin Kong Insurance Co.
was approved.
13.Donation of NT$3 million to the Deli Educational Foundation through the Company was
approved.
14. Amendment to Rules of Procedure for Shareholders Meetings was approved.
15.Approved the proposal to convene the shareholders’ meeting in 2020.
16.Capital financing to a related party, Ye Fulin, through Hangzhou Deli Textile Co. was approved.
(Interested Parties, Chairman of the Board of Directors, Mr. YEH,CHIA-MING, Representative
of the Corporate Director and General Manager, Mr. YEH,WEI-LI, and Representative of the
Corporate Director,Mr. YEH,CHIA-HAO,recused themselves from votingon this case)
16th Committee
20th meeting
2020.04.20 1. Approved the recognition of bank loan guarantee line as of March 31, 2020.
2. Approved the amendments to Operation Directions for Compliance with the Establishment
of Board of Directors and the Board’s Exercise of Powers.
3. The endorsement and guarantee case for Zhejiang Xinhu Venture Investment Co,.Ltd. was
approved.
4. The endorsement and guarantee case for EDEN ROAD INTERNATIONAL LIMITED was approved.
5. Full re-election of seven directors (including independent directors) was approved.
6. Approved the discussion of the nomination and review of the list of candidates for director
(including independent director).
7. The release of new directors from the non-competition restriction was approved.
8. The release of General Manager, KUO,CHUN-HSIUNG, from the non-competition restriction
was approved. (General Manager KUO,CHUN-HSIUNG, an interested party, recused himself
from voting on this case)
9. The release of managers from the non-competition restriction was approved.
10. Earnings Distribution for 2019 was approved.
11. Capital surplus distribution of cash was approved.
12. The motion of changingtheproxyspokesperson was approved.
16th Committee
21th meeting
2020.05.08 1.Approved the recognition of bank loan guarantee line as of Apr. 30, 2020.
2.The endorsement of guarantees case for EDEN ROAD INTERNATIONAL LTD. and Defa
International Industrial Co.,Ltd. was approved.
17th Committee
1st meeting
(Interim Meeting)
2020.06.11 (1) The election of the chairman of the board of directors by the new directors was approved.
(2) The election of Deputy Chairman by the new directors was approved.
17th Committee
2nd meeting
2020.06.19 1. The bank credit line discussion case was approved.
2. Approved the reappointment of General Manager, YEH,WEI-LI (Interested Parties, Chairman of
the Board of Directors, Mr. YEH,CHIA-MING, Representative of the Corporate Director and
General Manager, Mr. YEH,WEI-LI, and Representative of the Corporate Director and Deputy
Chairman,Mr.YEH,CHIA-HAO,recused themselves from votingon this case)
  • 46 -
Committee No. Meeting Time Important Resolutions
17th Committee
2nd meeting
2020.06.19 3.Approved the promotion of General Manager KUO,CHUN-HSIUNG to Special Assistant to the
Chairman (the interested parties, representative of the corporate director, KUO,CHUN-HSIUNG,
recused himself from voting on the proposal).
4.Approved the promotion of Deputy General Manager, YU,I-NENG to Executive Deputy General
Manager
4.Approved the promotion of Associate TSAI,CHI-HSIU to General Manager
5.Approved the proposal of hiring a remuneration committee
6. Approved the disposal of the shares of the subsidiary, LUCKY UNIQUE ENT. CO. ,LTD,
7. Abandoned the cash capital increase to BUDWEISER HONG KONG HOLDING COMPANY,LIMITED
through its subsidiary, British Virgin Islands Deyi International Co., Ltd. was approved.
8. Lending of funds to Vietnam Deli Industrial Co. was approved.
9. The endorsement and guarantee case for Vietnam Deli Industrial Co. was approved.
10. The endorsement and guarantee case for Zhejiang Xinhu Venture Investment Co,.Ltd. was
approved.
11. The endorsement and guarantee case for Hangzhou Deli Textile Co., Ltd. was approved.
12. The endorsement and guarantee case for Hangzhou Deli Textile Co., Ltd. was approved.
13. Donation of NT$3 million to the Deli Educational Foundation through the Company was
approved
14. Base date for dividend allocation from retained earnings for 2019 was approved.
15. Base date for capital reserve cash allocation was approved.
17th Committee
3rd meeting
2020.08.06 1.Approved the recognition of bank loan guarantee line as of Jul. 31.
2.Approved the recognition of Deputy Chairman, YEH,CHIA-HAO’s payroll (Interested Parties,
Chairman of the Board of Directors, Mr. YEH,CHIA-MING, Representative of the Corporate
Director and General Manager, Mr. YEH,WEI-LI, and Representative of the Corporate Director
and Deputy Chairman, Mr.YEH,CHIA-HAO, recused themselves from voting on this case)
3.Approved the proposal of salary adjustment for special assistant of the chairman, KUO,CHUN-
HSIUNG (the interested parties, representative of the corporate director and special assistant of
the chairman , KUO,CHUN-HSIUNG, recused himself from voting on the proposal).
4.Executive Deputy General Manager YU,I-NENG’s payroll recognition case was approved.
5. Deputy General Manager TSAI,CHI-HSIU’s payroll recognition case was approved
6. The bank credit line discussion case was approved.
7. Approved that on February 13, 2019, the Company entered into a joint credit agreement (the
“Credit Agreement”) with Wang Tao Commercial Bank as the host bank and the managing bank
for a total credit facility of NT$2.2 billion. It is proposed to apply for a waiver from the
syndicate of joint creditors for the performance of certain obligations under the credit
agreement, and to revise the credit agreement in conjunction with the new guarantee line for
the issuance of medium-term commercial paper (C/P) and the revision of other covenants
8. Approved the cancellation of investment in garment factories in Vietnam.
9. Approved the establishment of the Company's "Standard Operating Procedures for Handling
Directors' Requests".
10.Approved Proposal for discussion of the Company's loan made to Vietnam DE LICACY
INDUSTRIAL CO., LTD.
11.Approved Proposal for discussion of the Company's loan made to TOTAL EXPRESS LTD.
12.Approved Proposal for discussion of the Company's loan made to Vietnam MJ DE-YI
INTERNATIONAL LTD.
13.Approved Proposal of the endorsement for DE LICACY INDUSTRIAL CO., LTD.
(Hangzhou)
14. Approved Proposal of the endorsement for Apex (Zhejiang) Textile Co., Ltd.
15. Approved Proposal of the endorsement for CHADTEX INDUSTRIAL CO., LTD.
16. Approved Proposal of the endorsement for COZY AV INTERNATIONAL CORP.
17. Approved Proposal of the endorsement for EDEN ROAD INTERNATIONAL LTD. (BVI),
EDEN ROAD INTERNATIONAL LTD. (HONG KONG) and TEFUA MFG. CO., LTD.
18. Approved theproposal of capital increase for COZY AV INTERNATIONAL CORP.
17th Committee
4th meeting
2020.11.06 1.Approved the recognition of bank loan guarantee line as of Jul. 31.
2.Approved the discussion of bank loan amount.
3.Approved 2021Audit Plan
4.Approved 2021Audit Plan
5.Approved the Company’s “Directors’ Performance Evaluation”
6.Approved the independence evaluation of Company’s 2020 CPAs
7.Approved the capital increase of MJ DE-YI INTERNATIONAL LTD.
8.Approved for funding loands to Victory (Cayman) Holdings Lts.
9.Approved the endorsement and guarantee for CHADTEX INDUSTRIAL CO., LTD.
10.Approved the endorsement and guarantee for Victory (Cayman) Holdings Ltd.
11.Approved the endorsement and guarantee for NEW LAKE LIMITED
  • 47 -
Committee No. Meeting Time Important Resolutions
12.Approved the endorsement and guarantee for EDEN ROAD INTERNATIONAL LIMITED
13. Approved endorsement andguarantee for DE-FA INTERNATIONAL INDUSTRIAL CO.,LTD.
17th Committee
5th meeting
2021.01.22 1. Approved the discussion of bank loan amount.
2. Approved the funding of loands for Vietname DE LICACY INDUSTRIAL CO., LTD
3. Approved endorsement and guarantee for Vietname DE LICACY INDUSTRIAL CO., LTD
4. Approved endorsement and guarantee for Victory (Cayman) Holdings Ltd.
5. Approved endorsement and guarantee for APEX (ANQING)TEXTILE CO.,LTD
6. Approved endorsement and guarantee for TOTAL EXPRESS LIMITED
7. Approved endorsement and guarantee for EDEN ROAD INTERNATIONAL LIMITED (Registration
place: British Virgin Islands )
8. Approved endorsement and guarantee for EDEN ROAD INTERNATIONAL LIMITED (Registration
place: Hong Kong)
9. Approved endorsement and guarantee for DE-FA INTERNATIONAL INDUSTRIAL CO., LTD.
10.Approved 2020 distribution of annual bonus for the chairman, Mr. YEH,CHIA-MING , general
manager, Mr. YEH,WEI-LI and deputy chairman, YEH,CHIA-HAO (the interested parties, the
chairman, Mr. YEH,CHIA- MING , general manager, Mr. YEH,WEI-LI and deputy chairman,YEH,
CHIA-HAO are recusal from voting on the case)
11. Approved 2020 distribution of annual bonus for the spcial assistant of chairman, KUO,CHUN-
HSIUNG (interested party, representative of institutional director and special assistant of
chairman,KUO, CHUN-HSIUNG, are recusal from voting on the case)
12. Approved 2020 distribution of annual bonus for the financial supervisor and accounting
supervisor, YU,I-NENG , and executive deputy general manager and supervisor of the
production department, and supervisor of R&D, TSAI,CHI-HSIU
13.Approved Adjustment of the Group's Investment Structure in Arden Road International Ltd.
17th Committee
6th meeting
2021.03.15 1. Approved the recognition of bank loan guarantee amount and usage on Feb. 28, 2021
2. Approved the discussion of bank loan amount.
3. Approved the Company’s 2021 various planned salary and remuneration to be implemented
4. Approved 2020 Employee’s Remuneration and Directors’ Remuneration
5. Approved business report and 2020 individual financial statement and consolidated financial
statement
6. Approved 2020 Appropriation of Loss
7. Approved the submission of 2020 “Statement of Internal Control System”
8. Approved endorsement and guarantee for Hangzhou DE LICACY INDUSTRIAL CO., LTD
9. Approved endorsement and guarantee for Vietname DE LICACY INDUSTRIAL CO., LTD
10. Approved the funding of loans for Vietname DE LICACY INDUSTRIAL CO., LTD
11. Approved Renewal of Directors' and Supervisors' Liability Insurance with Shinkong Insurance
Co., Ltd.
12. Approved the Company’s “Directors’ Performance Evaluation”
13. Approved the amendement to the Company’s “Rules of Procedure for Shareholders
Meetings”
14. Approved the matters for the conveyance of 2021 Shareholders’ Meeting
15. Approved the discussion on investment in China
(12) For the most recent year and as of the printing date of the annual report,
if the directors or supervisors have dissenting opinions on important
resolutions passed by the board of directors and there are records or
written statements of such dissenting opinions, the main content of
which: None.
  • (13) Summary of the resignation and dismissal of the chairman, president, head of accounting, head of finance, head of internal audit, head of corporate governance, and head of research and development of the Company for the most recent year and as of the date of printing of the annual report: None.

  • 48 -

4. Accountant's fee information: The company shall disclose the accountant's fee if one of the following circumstances occurs.

Accounting firm Name of Accountant Name of Accountant Audit Period Remark
Deloitte & Touche YANG, CHAO-CHIN LI, CHI-CHEN 2020.01. 01~2020.12. 31

Note: If the Company changes its accountant or accounting firm during the year, please indicate the audit period and the reason for the change in the remarks column.

Amount Unit: NT$1000 Amount Unit: NT$1000 Amount Unit: NT$1000
Professional fee Audit fee Non-audit Fee
System
Design
Business
Registration

Human
Resources
Others (Note) Subtotal
Amount 7,290 - - 432 585 1,017
  • Note: The expenses mainly consist of transfer pricing, direct debit, disclosure checklist of corporate governance information, filing of foreign investment returns and implementation of the allowance in 2020.

  • (1) If the proportion of non-audit fees paid to the certified public accountant, the certified public accountant’s office, and their affiliates is at least one-fourth of the audit fees, the amount of audit and non-audit fees and the content of non-audit services should be disclosed: None.

  • (2) If you change your accounting firm and the audit fee paid in the year of change is less than the audit fee paid in the year before the change, you should disclose the amount, percentage and reason of the decrease. The amount, percentage and reason of the decrease in audit fees should be disclosed: None.

  • (3) If the audit fee has decreased by 10% or more from the previous year, the amount, percentage and reason for the decrease in audit fee should be disclosed: None.

  • 49 -

  • Information on Replacement of Certified Public Accountants: None.

  • If the chairman, general manager, or manager in charge of financial or accounting matters of the Company has worked in the firm of the certified public accountant or its affiliates within the last year, the name, title, and period of employment in the firm of the certified public

accountant or its affiliates should be disclosed: None.

  1. Any Transfer of Equity Interests and/or Pledge of or Change in Equity Interests by A Director, Supervisor, Managerial Officer, or Shareholder with a Stake of More than 10 Percent during the Most Recent Year or During the Current Year up to the Date of Publication of the Annual Report

  2. 1.Changes in shareholdings of directors, supervisors, managers and majority shareholders:

Title Name 2020 2020 As of Mar. 04,2021 As of Mar. 04,2021
Shares Increase
(decrease)
Number of
pledged shares
Increase
(decrease)
Shares Increase
(decrease)
Number of
pledged shares
Increase
(decrease)
Chairman YEH,CHIA-MING (110,000) 0 0 0
Directors Fuhua Investment Co., Ltd.
Representative: YEH,CHIA-HAO
Representative: YEH,WEI-LI
Representative: KUO,CHUN-HSIUNG
0 0 0 0
Independent Director HUANG,CHUN-JEN (5,000) 0 0 0
Independent Director SU,PO-CHENG 0 0 0 0
Independent Director(Note 1) TSAI,CHI-CHUN 0 0 0 0
DeputyChairman YEH,CHIA-HAO 0 0 0 0
Special assistant of the chairman KUO,CHUN-HSIUNG 0 0 0 0
General Manager YEH,WEI-LI (60,000) 0 0 0
Vice General Manager, Clothing Business
Department(Note 2)
YANG,YUAN-PO 0 0 0 0
Executive Deputy General Manager
(Financial and AccountingSupervisor)
YU,I-NENG 0 0 0 0
Management Division Associates(Note 3) CHI,WEI-HSIEN 0 0 0 0
Supervisor of Production Department and
DeputyGeneral Manager of R&D Division
TSAI,CHI-HSIU 0 0 0 0

Note 2: Newly served on Jun. 11, 2020. Note 2: Resigned Jun. 30, 2020. Note 3: Resigned Jun. 25, 2020

  1. Information on directors, supervisors, managers, and persons related to the transfer of substantial shareholders’ equity: None

  2. Information on directors, supervisors, managers, and persons related to the transfer of substantial shareholders’ equity: None

  3. 50 -

8. Information on the Relationship between any of the top Ten Shareholders (Related Party, Spouse, or Kinship within the Second Degree):

Information on the relationship between the top ten shareholders and their respective shareholdings

Date: as of Apr. 12, 2021; Unit: shares; %

NameNote 1 Own shareholding Own shareholding Spouse & Minor Shareholding
(Note)
Spouse & Minor Shareholding
(Note)
Shareholding by Nominee
Arrangement
Shareholding by Nominee
Arrangement
THE NAMES AND RELATIONSHIPS OF TH E TOP TEN SHAREHOLDERS WHO ARE RELATED PARTIES OR WHO ARE RELATED TO EACH OTHER AS SPOUSES OR
SECOND DEGREE RELATIVES.(NOTE 3)
Remark
Number of
shares
Sharehol
ding ratio
Number of
shares
Shareholdin
g ratio
Number
of shares
Sharehold
ing ratio
Name Relation
Fufa International Investment Co., Ltd.
Representative:YEH,CHIA-HAO
32,928,067 8.56% -- -- -- -- Fuhua Investment Co., Ltd
.
FUSON INTERNATIONAL CO., LTD.
Yongyi Investment Co., Ltd.
Chenxi International Investment Co., Ltd.
Property Investment (Stock) Company
WELL UNIQUE ENTERPRISE CO.,LTD.
The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is
a director of the company
The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is
a director of the company
The Chairman of the Board and the Chairman of the Company are
The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is
a director of the company
The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is
a director of the company
The Chairman of the Board and the Chairman of the Companyare
3,288,181 0.86%
Fuhua Investment Co., Ltd.
Representative: YEH,WEI-LI
30,000,994 7.80% -- -- -- -- Fufa International Investment Co., Ltd.
FUSON INTERNATIONAL CO., LTD.
Yongyi Investment Co., Ltd.
Chenxi International Investment Co., Ltd.
Property Investment (Stock) Company
WELL UNIQUE ENTERPRISE CO., LTD.
The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is
a director of the company
The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is
a director of the company
The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is
a director of the company
The Chairman of the Board and the Chairman of the Company are
The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is
a director of the company
The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is
a director of the company
2,859,392 0.74% -- -- -- --
FUSON INTERNATIONAL CO., LTD.
Representative: YEH,CHIA-HAO
30,000,443 7.80% -- -- -- -- Fufa International Investment Co., Ltd.
Fuhua Investment Co., Ltd.
Yongyi Investment Co., Ltd.
Chenxi International Investment Co., Ltd.
Property Investment (Stock) Company
WELL UNIQUE ENTERPRISE CO., LTD.
The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is
a director of the company
The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is
a director of the company
The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is
a director of the company
The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is
a director of the company
The Chairman of the Board and the Chairman of the Company are
The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is
a director of the company
2,779,445 0.72% -- -- -- --
Yongyi Investment Co., Ltd.
Representative: YEH,CHIA-HAO
18,776,460 4.88% -- -- -- -- Fufa International Investment Co., Ltd.
Fuhua Investment Co., Ltd.
FUSON INTERNATIONAL CO., LTD.
Chenxi International Investment Co., Ltd.
Property Investment (Stock) Company
WELL UNIQUE ENTERPRISE CO., LTD.
The Chairman of the Board and the Chairman of the Company are Second-degree kinship
The Chairman of the Board and the Chairman of the Company are
The Chairman of the Board and the Chairman of the Company are Second-degree kinship
The Chairman of the Board and the Chairman of the Company are Second-degree kinship
The Chairman of the Board and the Chairman of the Company are Second-degree kinship
The Chairman of the Board and the Chairman of the Company are
3,288,181 0.86% -- -- -- --
Chenxi International Investment Co., Ltd.
Representative: YEH,WEI-LI
17,664,370 4.59% -- -- -- -- Fufa International Investment Co., Ltd.
Fuhua Investment Co., Ltd.
FUSON INTERNATIONAL CO., LTD.
Yongyi Investment Co., Ltd.
Property Investment (Stock) Company
WELL UNIQUE ENTERPRISE CO., LTD.
The Chairman of the Board and the Chairman of the Company are Second-degree kinship
The Chairman of the Board and the Chairman of the Company are
The Chairman of the Board and the Chairman of the Company are Second-degree kinship
The Chairman of the Board and the Chairman of the Company are Second-degree kinship
The Chairman of the Board and the Chairman of the Company are Second-degree kinship
The Chairman of the Board and the Chairman of the Company are second degree and is a Supervisor of the
company
2,859,392 0.74% -- -- -- --
Fubon Life Insurance Co., Ltd. 16,703,122 4.34% -- -- -- -- -- --
  • 51 -
Property Investment (Stock) Company
Representative: YEH,CHIA-HAO
9,381,819 2.44% -- -- -- --


Fufa International Investment Co., Ltd.
Fuhua Investment Co., Ltd.
FUSON INTERNATIONAL CO., LTD.
Yongyi Investment Co., Ltd.
Chenxi International Investment Co., Ltd.
WELL UNIQUE ENTERPRISE CO., LTD.






The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is
a director of the company
The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is
a director of the company
The Chairman of the Board and the Chairman of the Company are
The Chairman of the Board and the Chairman of the Company are Second-degree kinship
The Chairman of the Board and the Chairman of the Company are Second-degree kinship
The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is
a director of the company
2,779,445 0.72% -- -- --



--
Entrusted trust property account,
CTBC Bank
8,619,017 2.24% -- -- -- --
De Licacy Industrial Co., Ltd.
With control (Employee Stock Ownership Association)
Songnian Investment (Stock) Company
Representative: WANG,CHIEN-LIANG
5,447,128 1.41% -- -- -- -- -- --
3,507,930 0.91% -- -- -- --
WELL UNIQUE ENTERPRISE CO., LTD.
Representative: YEH,CHIA-HAO
3,716,479 0.96% -- -- -- --


Fufa International Investment Co., Ltd.
Fuhua Investment Co., Ltd.
FUSON INTERNATIONAL CO., LTD.
Yongyi Investment Co., Ltd.
Chenxi International Investment Co., Ltd.
Property Investment (Stock) Company







The Chairman of the Board and the Chairman of the Company are
The Chairman of the Board and the Chairman of the Company are second degree and is a Supervisor of the
company
The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is
a director of the company
The Chairman of the Board and the Chairman of the Company are
The Chairman of the Board and the Chairman of the Company are Second-degree kinship
The Chairman of the Board and the Chairman of the Company are Second-degree kinship
3,398,181 0.88% -- -- --


--

Note 1: The names of supervisors should be listed separately, corporate shareholders should list the names of corporate shareholders and their representatives separately and the amount of each payment should be disclosed in aggregate. Note 2: The calculation of the percentage of shareholding refers to the calculation of the percentage of shareholding in the name of oneself, one's spouse, minor children or the use of others, respectively.

Note 3: The shareholders listed in the preceding paragraph include both legal and natural persons, and the relationships between them should be disclosed in accordance with the Regulations Governing the Preparation of Financial Reports by Securities

Issuers.

  • 52 -

  • The number of shares held by the Company, its directors, supervisors, managers and businesses directly or indirectly controlled by the Company in the same re-invested business and the consolidated percentage of shareholding are calculated as follows:

%


%

%
Re-invested businesses The Company’s investment Directors, Supervisors, Managers and
Investments in Direct or Indirectly
Controlled Businesses

Total investment
Number of Percentage Number of shares Percentage Number of shares Percentag
DE LICACY (SAMOA) HOLDINGS CO., LTD. 52,604,382 100.00 - - 52,604,382 100.00
WELL UNIQUE ENTERPRISE CO., LTD. 9,936,207 24.98 13,629,773 34.27 23,565,980 59.25
DE-FA INTERNATIONAL INDUSTRIAL CO.,LTD. 5,500,000 100.00 - - 5,500,000 100.00
CHADTEX INDUSTRIAL CO., LTD. 18,931,098 55.06 - - 18,931,098 55.06
DE LICACY OLDINGS CO., LTD 27,010 100.00 - - 27,010 100.00
VIEW BEST GLOBAL LIMITED 2,475,000 100.00 - - 2,475,000 100.00
Bright Wisdom Holdings Limited - - 14,902,500 53.22 14,902,500 53.22
BEST ALLIANCE INTERNATIONAL LIMITED - - 37,900,000 100.00 37,900,000 100.00
Vantage Gain Holdings Limited - - 6,501,742 73.33 6,501,742 73.33
EDEN ROAD International Co., Ltd. - - 50,000 100.00 50,000 100.00
HONG KONG EDEN ROAD INTERNATIONAL LTD. - - 50,000 100.00 50,000 100.00
Total Express Limited - - 1 100.00 1 100.00
Zhejiang Apex Textile Co.,Ltd. - - 13,000,000 100.00 13,000,000 10.00
HANGZHOU DE LICACY TEXTILE CO.,LTD. - - 42,000,000 100.00 42,000,000 100.00
DE SHEN (CAYMAN) HOLDINGS CO., LTD. - - 108,032,700,860 100.00 108,032,700,860 100.00
VIETNAM DE LICACY INDUSTRIAL CO., LTD. - - 114,660,895.50 100.00 114.660.895.50 100.00
Perfect StepLtd. - - 8,862,037 20.00 8,862,037 20.00
DE LICACY (ANGUILLA)HOLDINGS CO., LTD. - - 5,005,000 100.00 5,005,000 100.00
ERA NOUVEAU INTERNATIONAL CO., LTD. - - 5,000,000 50.00 5,000,000 50.00
DE HONG HOLDINGS CO.,LTD. - - 1,500,000 50.00 1,500,000 50.00
New Lake Co., Ltd. - - 6,100,000 100.00 6,100,000 100.00
DE HONG INTERNATIONAL CO.,LTD (DH) - - 2,500,000 100.00 2,500,000 100.00
ATAGO GARMENT VIETNAM CO.,LTD - - 1,915,070 30.00 1,915,070 100.00
BEAUTY PLUS VENTURES LIMITED - - 11,920,238 85.00 11,920,238 85.00
Lucky Apex Ventures Limited - - 14,655,000 100.00 14,655,000 100.00
GLORY WEALTHY CORPORATION LIMITED - - 38 38.00 38 38.00
APEX TEXTILE CO.,LTD - - 10,400,000 100.00 10,400,000 53.22
FUTURUS CO., LTD. - - 1,000,000 100.00 1,000,000 100.00
  • 53 -

IV. Capital Overview

1. Capital and Shares

(I) Source of Capital

Year/Month Par Value Authorized Capital Authorized Capital Paid-in Capital Paid-in Capital Remark
Number of shares Amount (NT$) Number of shares Amount (NT$) Source of Capital Capital Increased by Assets
Other than Cash
Others
1982.07 1,000
1,000

1,000,000

1,000

1,000,000
Incorporation None None
1983.07 1,000
6,500

6,500,000

6,500

6,500,000
Capital increase by cash NT$5,500,000 None None
1987.02 1,000
40,000

40,000,000

40,000

40,000,000
Capital increase by cash NT$33,500,000 None None
1988.09 1,000
62,000

62,000,000

62,000

62,000,000
Capital increase by cash NT$22,000,000 None None
1989.10 1,000
100,000

100,000,000

100,000

100,000,000
Capital increase by cash NT$38,000,000 None None
1990.05 10
18,000,000

180,000,000

18,000,000

180,000,000
Capital increase by cash NT$80,000,000 None None
1990.11 10
20,000,000

200,000,000

20,000,000

200,000,000
Capital increase from retained earnings NT$20,000,000 None None
1991.06 10
22,200,000

222,000,000

22,200,000

222,000,000
Capital increase from retained earnings NT$22,000,000 None None
1992.03 10
65,000,000

650,000,000

45,510,000

455,100,000
Capital increase by cash NT$166,500,000
Capital increase from retained earnings NT$66,600,000
None None
1993.05 10
65,000,000

650,000,000

63,714,000

637,140,000

Capital increase by cash NT$91,020,000
Capital increase from retained earnings NT$63,714,000
Capital increase from retained earnings NT$27,306,000
None None
1994.11 10
90,000,000

900,000,000

73,271,100

732,711,000
Capital increase from retained earnings NT$57,342,600
Capital increase from retained earnings NT$38,228,400
None None
1995.08 10
90,000,000

900,000,000

84,261,765

842,617,650
Capital increase from retained earnings NT$65,943,990
Capital increase from retained earnings NT$43,962,660
None None
1996.12 10
150,000,000

1,500,000,000

109,540,294

1,095,402,940

Capital increase by cash NT$84,261,760
Capital increase from retained earnings NT$126,392,650
Capital increase from capital reserve NT$42,130,880
None None
1997.07 10
160,000,000

1,600,000,000

153,356,411

1,533,564,110

Capital increase by cash NT$219,080,580
Capital increase from retained earnings NT$142,402,380
Capital increase from capital reserve NT$76,678,210
None None
  • 54 -
Year/Month Par Value Authorized Capital Authorized Capital Paid-in Capital Paid-in Capital Remarks
Number of shares Amount (NT$) Number of shares Amount (NT$) Source of Capital Capital Increased by
Assets Other than Cash
Others
1998.06 10
280,000,000

2,800,000,000

191,695,515

1,916,955,150
Capital increase from retained earnings NT$230,034,620
Capital increase from capital reserve NT$153,356,420
None None
1999.06 10
280,000,000

2,800,000,000

239,619,394

2,396,193,940
Capital increase from retained earnings NT$297,128,050
Capital increase from capital reserve NT$182,110,740
None None
2003.10 10
280,000,000

2,800,000,000

239,719,394

2,397,193,940
Capital increase by cash NT$1,000,000 None None
2003.11 10
280,000,000

2,800,000,000

239,819,394

2,398,193,940
Capital increase by cash NT$1,000,000 None None
2004.12 10
280,000,000

2,800,000,000

230,137,394

2,301,373,940
None None
2005.04 10
280,000,000

2,800,000,000

222,137,394

2,221,373,940
None None
2006.01 10
280,000,000

2,800,000,000

175,596,020

1,755,960,200
None None
2008.01 10
280,000,000

2,800,000,000

168,693,020

1,686,930,200
None None
2008.11 10
280,000,000

2,800,000,000

164,849,020

1,648,490,200
None None
2009.04 10
280,000,000

2,800,000,000

156,849,020

1,568,490,200
None None
2010.08 10
280,000,000

2,800,000,000

227,439,020

2,274,390,200
Capital increase by cash NT$705,900,000 None None
2012.04 10
280,000,000

2,800,000,000

223,080,020

2,230,800,200
Cancellation of treasury stock None None
2012.10 10
280,000,000

2,800,000,000

216,896,020

2,168,960,200
Cancellation of treasury stock None None
2015.09 10
280,000,000

2,800,000,000

233,003,305

2,330,033,050
Capital increase from retained earnings NT$108,448,010
Convert convertible corporate bond NT$52,624,840
None None
2015.12 10
280,000,000

2,800,000,000

233,776,230

2,337,762,300
Convert convertible corporate bond NT$7,729,250 None None
2016.03 10
280,000,000

2,800,000,000

240,722,232

2,407,222,320
Convert convertible corporate bond NT$69,460,020 None None
2016.05 10
280,000,000

2,800,000,000

272,155,209

2,721,552,090
Capital increase by cash NT$300,000,000 and
Convert convertible corporate bond NT$14,329,770
None None
2016.09 10
280,000,000

2,800,000,000

275,002,820

2,750,028,200
Convert convertible corporate bond NT$28,476,110 None None
2016.11 10
280,000,000

2,800,000,000

277,681,573

2,776,815,730
Convert convertible corporate bond NT$26,787,530 None None
2017.08 10
360,000,000

3,600,000,000

320,681,573

3,206,815,730
Capital increase by cash NT$430,000,000 None None
2017.09 10
360,000,000

3,600,000,000

334,565,652

3,345,656,520
Capital increase from retained earnings NT$42,893,450 None None
2019.10 10
480,000,000

4,800,000,000

384,565,652

3,845,656,520
Capital increase by cash NT$500,000,000 None None

Note: The approved date of capital increase for 1991 is 1991.06.08; the approved document number is (80) Tai-Tsai-Cheng (1) No. 01145.

  • 55 -

The approved date of capital increase for 1992 is 1992.03.31; the approved document number is (81) Tai-Tsai-Cheng (1) No. 00606. The approved date of capital increase for 1993 is 1993.05.03; the approved document number is (82) Tai-Tsai-Cheng (1) No. 00954. The approved date of capital increase for 1994 is 1994.10.26; the approved document number is (83) Tai-Tsai-Cheng (1) No. 44068. The approved date of capital increase for 1995 is 1995.06.16; the approved document number is (84) Tai-Tsai-Cheng (1) No. 35880. The approved date of capital increase for 1996 is 1996.09.26; the approved document number is (85) Tai-Tsai-Cheng (1) No. 55227. The approved date of capital increase for 1997 is 1997.06.12; the approved document number is (86) Tai-Tsai-Cheng (1) No. 42251. The approved date of capital increase for 1998 is 1998.06.04; the approved document number is (87) Tai-Tsai-Cheng (1) No. 48754. The approved date of capital increase for 1999 is 1999.06.09; the approved document number is (88) Tai-Tsai-Cheng (1) No. 53514.

A total of 200,000 shares of common stock were placed in a private placement in 1993, which did not require the approval of the Securities and Futures Bureau. In accordance with Article 28(1)(3) of the Securities and Exchange Act, the capital reduction of treasury stock was carried out in 2004. In accordance with Article 28(1)(3) of the Securities and Exchange Act, the capital reduction of treasury stock was carried out in 2005.

The cancellation of shares by merger in 2006 did not require the approval of the FSC.

In accordance with Article 28(1)(3) of the Securities and Exchange Act, the capital reduction of treasury stock was carried out in 2008. In accordance with Article 28(1)(3) of the Securities and Exchange Act, the capital reduction of treasury stock was carried out in 2008. In accordance with Article 28(1)(3) of the Securities and Exchange Act, the capital reduction of treasury stock was carried out in 2009. The approved date of capital increase for 2010 is 2010.08.16; the approved document number is Ching-Guan-Cheng-Fa-Tzi No. 1000036878. In accordance with Article 28(1)(3) of the Securities and Exchange Act, the capital reduction of treasury stock was carried out in 2012. In accordance with Article 28(1)(3) of the Securities and Exchange Act, the capital reduction of treasury stock was carried out in 2012. In accordance with Article 28(1)(3) of the Securities and Exchange Act, the capital reduction of treasury stock was carried out in 2012.

The approved date of capital increase for 2005 is 2005.07.03; the approved document number is Ching-Guan-Cheng-Fa-Tzi No. 1040025122.

2015: Convertible bonds converted into shares are registered at least once a quarter with the company's registration authority for capital changes in accordance with Article 34 of the "Rules Governing the Issuer's Collection and Issuance of Marketable Securities.

2016: Convertible bonds converted into shares are registered at least once a quarter with the company's registration authority in accordance with Article 34 of the "Rules Governing the Issuer's Collection and Issuance of Marketable Securities.

The approved date of capital increase for 2016 is 2016.01.14; the approved document number is Ching-Guan-Cheng-Fa-Tzi No. 1040054002. The approved date of capital increase for 2017 is 2017.05.17; the approved document number is Ching-Guan-Cheng-Fa-Tzi No. 1060016176. The effective date of the declaration of the capitalization of the 2017 surplus is 2017.07.31.

The approved date of capital increase for 2019 is 2019.07.18; the approved document number is Ching-Guan-Cheng-Fa-Tzi No. 1080322470.

Type of Shares Authorized Capital Remarks
Issued Shares (Note) Un-issued Shares Total Shares
Common Stock 384,565,652 95,434,348 480,000,000

Note: Of the shares issued, 384,565,652 shares were listed shares.

Information about the Shelf Registration Form: Not applicable.

  • 56 -

(2) Status of Shareholders

Apr. 12, 2021

Status of Shareholders
Items
Government
Financial
Institutions

Financial
Institutions
Other Juridical
Persons

Domestic
Natural Persons
Foreign
Institutions &
Natural Persons

Treasury
Stock
Total
Number of Shareholders 0 10 203 39,879 62 -- 40,154
Shares 0 26,166,520 166,767,420 186,307,252 5,324,460 -- 384,565,652
Percentage -- 6.80% 43.37% 48.45% 1.38% -- 100.00%

Note: First listed companies and emerging companies should disclose the proportion of their shares held by Chinese capital; Chinese capital refers to the people, legal entities, organizations, and other institutions in mainland China or their companies invested in third regions as stipulated in Amendment No. 3 to the Regulations for the Permission of People from Mainland China to Invest in Taiwan.

(3) Shareholding Distribution Status

1) Common Stock Apr. 12, 2021

Shareholdings Tiers Number of
Shareholders
Shares Percentage
1 to
999
22,027 1,574,704 0.40%
1,000 to
5,000
12,382 27,346,908 7.11%
5,001 to
10,000
2,700 20,215,155 5.26%
10,001 to
15,000
1,072 13,153,018 3.42%
15,001 to
20,000
539 9,708,607 2.52%
20,001 to
30,000
524 12,904,437 3.36%
30,001 to
40,000
231 8,211,496 2.14%
40,001 to
50,000
151 6,914,730 1.80%
50,001 to
100,000
291 20,128,708 5.23%
100,001 to
200,000
119 16,777,927 4.36%
200,001 to
400,000
56 15,808,834 4.11%
400,001 to
600,000
18 9,070,453 2.36%
600,001 to
800,000
9 6,250,092 1.63%
800,001 to
1,000,000
8 7,150,400 1.86%
Over 1,000,001 27 209,350,183 54.44%
Total 40,154 384,565,652 100.00%

2) Preferred Shares: None.

(4) List of Major Shareholders: List of shareholders with a shareholding of 5% or more or the top ten shareholders in terms of shareholding

r the top ten shareholders in terms of shareholding
Shares
Shareholder’s Name
Shares Percentage
Fufa International Investment Co.,Ltd. 32,928,067 8.56%
Fuhua Investment Co.,Ltd. 30,000,994 7.80%
FUSON INTERNATIONAL CO.,LTD. 30,000,443 7.80%
Yongyi Investment Co.,Ltd. 18,776,460 4.88%
Chenxi International Investment Co.,Ltd. 17,664,370 4.59%
Fubon Life Insurance Co.,Ltd. 16,703,122 4.34%
PropertyInvestment(Stock)Company 9,381,819 2.44%
Entrusted trustpropertyaccount,CTBC Bank 8,619,017 2.24%
Songnian Investment(Stock)Company 5,447,128 1.42%
WELL UNIQUE ENTERPRISE CO.,LTD. 3,716,479 0.97%
  • 57 -

(5) Market Price, Net Worth, Earnings, and Dividends per Share for the past two years:


Items
Year Year Year 2019 2020 As of
Mar. 31, 2021
(Note 8)
per Share
Market Price
(Note 1)
Maximum 29.25 27.25 19.10
Minimum 19.60 15.00 16.90
Average 23.96 19.93 17.88
Net worth per
Before distribution 14.28 12.23 --
share (Note 2) After distribution -- -- --
Earnings per
share
Weighted Average Shares
(thousand shares)
347,360 383,924 384,789
Earnings per share
(Net loss)(Note 3)
Before
adjustment
1.61 (0.54) 0.25
After
adjustment
1.61 (0.54) 0.25
per Share
Dividends
Cash
Dividen
ds
Bonus shares 1.05 -- --
Dividends from Capital
Surplus
0.45 --
Bonus
shares
Bonus shares -- -- --
Dividends from Capital
Surplus
-- -- --
Accumulated Undistributed
Dividends(Note 4)
-- -- --
Return on
Investment
Price / Earnings Ratio(Note 5) 14.88 (36.91) --
Price / Dividend Ratio(Note 6) 15.97 -- --
Cash Dividend Yield Rate (Note 7) 6.26 -- --

Note 1: The highest and lowest market prices of common stock for each year are listed, and the average market price for each year is calculated based on the value and volume of transactions for each year.

Note 2: Please use the number of shares outstanding at the end of the year as the basis for the distribution of shares resolved at the following year’s shareholders’ meeting.

Note 3: If there is a retroactive adjustment due to a no-compensation stock allotment, the earnings per share before and after the adjustment should be shown.

Note 4: If the conditions of issuance of equity securities provide that unpaid dividends for the current year may be accumulated and paid in the year of earnings, the dividends accumulated and unpaid as of the current year should be disclosed separately.

Note 5: The Price / Earnings Ratio = average closing price per share for the year / earnings per share. Note 6: The Price / Dividend Ratio = average closing price per share for the year / cash dividend per share. Note 7: The Cash Dividend Yield Rate = cash dividend per share / average closing price per share for the year. Note 8: The net value per share and earnings per share should be presented as of the most recent quarterly period

audited (reviewed) by the accountants as of the printing date of the annual report; the remaining columns should be presented for the current year as of the printing date of the annual report.

(6) Dividend Policy and Implementation Status

1. Dividend Policy

Article 26-1 of the Company's Articles of Incorporation provides as follows: The Company shall first set aside 10% of the Company's annual earnings, if any, as legal reserve, except that if the legal reserve has reached the amount of the Company's paid-in capital, it may not be set aside, and the remainder shall be set aside or reversed to a special reserve in accordance with the provisions of the Act, and the remainder shall be added to the accumulated undistributed earnings of previous years as distributable earnings. The Board of Directors shall, at its discretion, retain the accumulated undistributed earnings of the

  • 58 -

previous year as distributable earnings and prepare a proposal for the distribution of the earnings to shareholders for resolution at the shareholders' meeting.

The Company shall distribute dividends with reference to the characteristics of the industry's economic cycle and in the interest of sustainable operation and long-term development. The cash portion of dividends and bonuses to shareholders shall not be less than 10%, subject to adjustments based on the Company's performance and capital requirements.

  1. Implementation Status

The Company has proposed to compensate loss with legal surplus reserve, NT$162,083 thousand by the Board of Director on March 15, 2021 and proposed to appropriate cash dividends with capital reserve NT$115,370 thousand by the Board of Directors on April 28, 2021 (NT$0.3 per share). For the proposal of loss refill by appropriation in 2020 and cash dividends by capital reserve proposal are pending in the resolution in the General Shareholders' Meeting on June 10, 2021.

  • (7) The effect of the proposed gratis stock allotment at the shareholders’ meeting on the Company’s operating results and earnings per share: The shareholders’ meeting was held without a resolution for the allotment of shares.

  • (8) Information on Remuneration of Employees Directors and Supervisors:

  • 1.The percentage or scope of remuneration for employees, directors and supervisors as set forth in the Articles of Incorporation:

Article 26 of the Company’s Articles of Incorporation provides as follows: If the Company makes a profit in a year, it shall set aside not less than 4% as employee compensation, which shall be distributed in shares or cash by resolution of the Board of Directors, to employees of subordinate companies who meet certain criteria; the Company may set aside not more than 3% of the abovementioned profit as remuneration to directors and supervisors by resolution of the Board of Directors. The remuneration to employees and remuneration to directors and supervisors should be reported to the shareholders’ meeting.

However, the Company’s accumulated losses shall have been covered first, and then the remuneration to employees and directors and supervisors should be provided in proportion to the aforementioned amount.

  • 2.The basis for estimating the amount of compensation to employees, directors and supervisors, the basis for calculating the number of shares for employee compensation distributed in stock, and the accounting treatment if the actual amount of allotment differs from the estimated amount:

  • (1) The basis for estimating the amount of employees' remuneration and directors' and supervisors' remuneration for the current period: In accordance with the Company's Articles of Incorporation.

  • (2) The basis for calculating the number of shares to be allotted as stock dividends and the actual amount allotted: None.

  • (3) Accounting for differences from estimates: The accounting treatment is based on the change in accounting estimate.

  • The Board of Directors approved the distribution of remuneration:

  • (1) Employees' remuneration and directors' and supervisors' remuneration distributed in cash or shares.

  • For 2020, the Company's net loss was NT$207,286,476, therefore, no

  • compensation to employees and directors was paid.

  • (2) The amount of employee compensation distributed in stock and its proportion to the aggregate amount of net income after tax and total employee compensation in the individual financial statements for the period: Not applicable.

  • 59 -

    1. The actual allotment of employees’, directors’ and supervisors’ remuneration in the previous year (including the number of shares allotted, the amount and the price of shares), the difference between the allotment and the recognition of employees’ bonuses and directors’ and supervisors’ remuneration, and the amount of the difference, the reasons for the difference and the circumstances under which the difference was handled, should be stated: None.
  • (9) Buyback of Treasury Stock: None.

  • Corporate Bond: None

  • Preferred Shares: None

  • Issuance of Overseas Depositary Receipts: None

  • Employ Stock Warrants: None

  • New Restricted Employee Shares: None

  • Issuance of New Shares for Acquisition or Exchange of Other

  • Companies’ Shares: None

  • Implementation of capital utilization plan

  • (1) Implementation Content: None.

  • (2) Status of implementation: None.

  • 60 -

V. Operations Profile

1. Business Scope

(1) Business Scope

  1. The principal elements of the Consolidated Company’s business operations are as follows:

  2. (1)Printing, dyeing, finishing, manufacturing and trading of various textile products such as bubble fabric, blended fabric, jacquard, plaid, stretch fabric, chemical fiber fabric, polyester cotton fabric, silk satin, etc.

  3. (2)Manufacturing, trading, processing, importing and exporting of the aforementioned products and related yarn materials.

  4. (3) Artificial fiber manufacturing industry.

  5. (4) Cloth wholesale industry.

  6. (5) Dyes and pigments wholesale industry.

  7. (6) Pollution control equipment wholesale industry.

  8. (7) Cloth retail industry.

  9. (8) Specific professional area development industry.

  10. (9) Industrial plant development for lease and sale.

  11. (10) Clothing industry.

  12. (11) All business items that are not prohibited or restricted by law, except those that are subject to special approval.

  13. Percentage of sales revenue

ercentage of sales revenue
Main Products 2020 OperatingRatio
Staple Fiber Fabric 12.00%
Long-fiber fabrics 82.67%
Other 5.33%
Total 100.00%
  1. Our current products

  2. (1)Short fiber fabric: short fiber first dyed yarn fabric, short fiber first dyed yarn elastic fabric, Poly/Nylon Y/D fabric, Poly/Nylon elastic Y/D fabric, long and short fiber interwoven fabric, special tissue fabric and short fiber/long and short fiber interwoven fabric after dyeing and finishing processing (sanding, brushing, shearing, printing, embossing, hole punching...) etc.

  3. (2) Long-fiber fabrics: advanced polyester, nylon long-fiber cloth, new combined fiber (including microfiber, combing wool tone, imitation hemp tone, fleece tone) cloth, suede cloth, peach skin fabric, shaped cross-sectional functional cloth, environmental protection recycling (polyester, nylon) cloth, furniture decoration cloth, curtain cloth, type memory cloth, coated cloth / laminated composite processing cloth, finishing process (sanding, brushing, shearing, printing, calendering, embossing, flocking, hole punching...) etc.

  4. New products planned to be developed

  5. (1) Staple Fiber Fabric:

    • A. Natural wool and synthetic fiber BLEND, emphasizing technology and comfort.

    • B. Imitation dance dragon twist effect FLANNEL.

    • C. Long and short fiber interwoven oil wax processing.

    • D. Multi-layer composite functional fabrics (antibacterial and deodorization, anti-UV, chlorine resistance, moisture absorption and perspiration,

  6. 61 -

waterproof and permeability, heat storage and temperature preservation, coating, lamination, anti-wrinkle processing).

  - E. High-sensitivity nylon TACTEL, SUPPLEX and polyester spandex shirts.

  - F. Two-way pseudo-elastic stretch shirt fabric.

  - G. Gradient effect multi-color fabric.
  • (2) Long-fiber fabrics:

    • A. Light weight stretch bubble cloth.

    • B. Faux wool sense furniture fabric.

    • C. Slub effect fabric.

    • D. Imitation cotton feeling ATY elastic fabric.

    • E. Multi-layer composite functional fabrics (super water repellent, antibacterial and deodorization, anti-UV, moisture absorption and perspiration, rain forest, down, coating, lamination, printing, embossing, 3D embossing, flocking, hole punching).

    • F. Light weight A DRY.

    • G. Environmentally friendly recycled polyester, nylon fiber development.

    • H. Develop high moisture permeability and high water pressure resistant 2Layer and 3Layer compound processing fabric.

  • (2) Industry overview

  • (1) Current status and development of the industry

Developed countries around the world have been developing their textile industries for decades. Under the influence of the increasing textile trade, all aspects of the industry are in a highly competitive market environment. At this stage, China is the world's largest textile exporter, and developing countries are constantly competing with each other. In addition, the textile industry in China has grown by leaps and bounds to become a global manufacturing plant, and it has also become an important region for advanced countries to develop because of its huge domestic demand market. Taiwan’s textile industry is facing the constraints of the internal business environment and the drastic changes in international competition, and needs to change from the OEM (contract manufacturing) production model to the ODM (design processing) / OBM (private label) technology R&D and design model. Therefore, at this stage, we are focusing on innovation, research and development, and design to strengthen our ability to design and operate our own brands, and to move toward higher economic efficiency. At this stage, in addition to developing existing products with advantages in response to the economic situation, it is more important to create markets by enhancing high value-added products and deep differentiation. Taiwan’s textile industry has gradually shifted its production strategy towards non-price competition, and the consumer market has also shifted towards functional, functional and environmentally friendly fabrics. With a complete upstream, midstream and downstream production and marketing system, Taiwan has combined the advantages of natural and chemical fibers, and developed new products with high functionality and high value-added to create new demand, thus it has excelled in the global performance of functional textiles and become a major supplier of functional fabrics worldwide. The fabric development technology and manufacturing quality have been recognized by international manufacturers, and Taiwan’s textile industry has a strong trade base and solid management experience. Moreover, Taiwan has established good strategic alliances with major international brands. Looking at the global textile industry, Taiwan has long been an important member of the global textile supply chain.

In recent years, due to the rapid changes in the global economic and trade environment and the prevalence of regional economic integration in the international arena, especially the implementation of free trade agreements between Korea and the European Union, the United States and mainland China, Taiwan's market share in these markets has been gradually replaced by China and Korea, resulting in negative growth in domestic textile exports in recent years. In the second half of 2019, the overall economy will become conservative due to the trade war between the U.S. and China, and China's textile and apparel industry will show signs of recession. In order to prevent the impact of the trade war between the U.S. and China, apparel brand manufacturers will shift their orders from China to Taiwan or Southeast Asian countries. Taiwan textile manufacturers in ASEAN countries

  • 62 -

will be able to benefit from the effects of the trade war between the U.S. and China and are expected to achieve further success.

The textile industry in the 21st century has matured and traditional textile products are facing low price competition from developing countries, and the main production areas of downstream related industries have shifted to count ries with lower labor costs. However, under the influence of global warming and climate anomalies, the issue of environmental protection has rec eived much attention, and individuals’ awareness of environmental protection has gradually risen, coupled with the increase in average personal income and quality of life, the general public is more willing to spend on higher quality sports and leisure goods, which has led to a new direction of development for the textile industry under the pressure of price competition. At present, the mainstream trend is towards eco-friendly fabrics and functional fabrics.

There are two main demands for eco-friendly fabrics, one is to reduce the energy used in the manufacturing process and the pollution produced by the product, and the other is to minimize the damage to the environment or to recycle the resources when the product is disposed of.

As for functional fabrics, the main functions can be classified into three categories: "comfort, safety, and special purpose". The comfort category includes heat storage, cooling, moisture wicking, etc., while the safety category includes anti-UV, anti-bacterial, anti-radiation, flame retardant, etc., and the special purpose category includes high tensile strength, ballistic protection, etc. Functional fabrics are fabrics with different functions made by special processing. In the early days, special processing led to expensive produ ction costs, and most of the products had to be used to know their effects, so they were not favored in the market, but in recent years, through continuous research and development and improvement, and with major apparel brands focusing on promotion, functional fabric apparel has now taken a place in the market.

In addition, in recent years, the number of participants in soccer, jogging, golf, and yoga has increased due to the global trend of sports. In the past, the development of textile products focused on comfort and durability, which can no longer meet the needs of consumers nowadays. The demand for functional fashion is rising, not only for basic functionality, but also for comfort, beauty and fashion. This part of the market is categorized as Lifestyl e, and the demand for functional fashion has penetrated into home wear, rather than being limited to outdoor or hiking use. Therefore, sports and leisure apparel has become the mainstream of today's wear, the world's leading apparel and sporting goods brands have launched sports and leisure-related apparel, and the global sports and leisure apparel market is also showing a trend of continuous growth.

According to Euromonitor International (2019/1), the global sportswear market reached US$200.97 billion in 2018, of which US$90.4 billion (45% of the total sportswear market) was for functional apparel, US$32.2 billion (16% of the total sportswear market) for outdoor apparel, and US$78.4 billion (39% of the total sportswear market) for lifestyle apparel. The glo bal sportswear market is expected to grow at a rate of over 5% in 2018-2019, reaching a size of US$215.9 billion (NT$647 billion), with the growth of functional and outdoor apparel outperforming the average growth rate. The average annual compound growth rate of sportswear is estimated to be 6.21% from 2019 to 2023, indicating that there is still room for further de velopment of the industry.

(2)Upstream, midstream, and downstream industry linkages

The textile industry chain can be divided into six major items petrochemical raw materials, fibers, spinning, weaving, dyeing and finishing, and garments. The upstream is petrochemical raw materials, which are made into nylon fiber, polyester fiber, rayon fiber, carbon fiber and other artificial fiber products, and then spun into yarn, and then woven

  • 63 -

into fabric, then bleached, dyed, printed, coated, finished and other d yeing and finishing procedures, and cut and sewn into garment products or o ther

==> picture [428 x 189] intentionally omitted <==

related textile products. The products are then cut and sewn int o garments or other related textile products. The Company and its subsidiaries' main products are long- and staple-fiber fabrics, which are mainly in the midstream of the overall textile industry.

  • (3)Various trends of product development

Although the sales volume was affected by the global financial crisis in the past few years, the recovery of the economy in the past two years has boosted the demand for textile products, and the textile industry is a basic industry for people’s livelihood. The textile industry is a basic industry for people’s livelihood. With the rising demand from Mainland China and emerging countries, the demand for textile products will remain stable as fabrics ar e increasingly developed into functional fabrics that meet health needs and functional leisure sports fabrics.

  • (4)Competition status

Our company has a good research and development team, constantly research and develop high value-added products, and actively participate in government-assisted industrial project cooperation programs and governmentorganized textile training courses, and send our research and development staff to participate in international fabric exhibitions to learn the market trend information, and further enhance our research and development staff's fash ion acumen and innovative technology capabilities. In addition, we also strengthen the integration of enterprise resources management, focusing on the integration of research and development, production, marketing, and financial management, and review and plan again, with the goal of rationalization, high efficiency, high quality, and low cost, in order to strengthe n the operation quality and improve the operation performance.

  • (3) Technology and R&D Overview

  • (1)The principal elements of the Consolidated Company’s business operations are as follows:

Since our company was established, we have been actively participating in government-assisted industrial projects, technical seminars of academic institutions and textile training courses held by the government. The Company has sent our R&D staff to participate in international fabric exhibitions and visit our brand customers from time to time to understand customers’ brand needs and learn the market trend information, so as to enhance our R&D staff’s fashion acumen and innovative technology ability. The Company accumulates our core technology through deep research and patent application.

  • (2)Research and development expenses for the most recent year and for each year ended on the date of the annual report.

e date of the annual report.
Items 2020 As of Apr. 30,2021
Expenses NT$208,495 thousand NT$64,802 thousand
Percentage of turnover % 2.43% 1.97%
  • 64 -

(3) Successful technology or product development in the most recent year

Item
Year
Description of R&D results
2017 (1) WEAVE FLEECE LONG PILE
(2) RECYCLE NYLON
(3) COTTON/T400 HARD CORE STRETCH
(4) WEAVE STRUCTURE STRETCH
(5) POLYESTER/WOOL BLEND STRECTCH
(6) GRADIENT EFFECT SHADOW YARN
(7) NYLON TACTEL MELANGE SHIRTS
(8) BI-STRETCH A-DRY CLEAR COATING
(9)PUIMITATION LEATHER 3LAYER LAMINATION
(10)SOFT HAND-FEEL AND SILENCE 2LAYER LAMINATION
2018 (1) RECYCLE PI-TECH
(2) RECYCLE DL- DL
(3) N50D FDY WITH STRETCH
(4) FLEECE &LONG PILE TECH
(5) YARN DYE AERO TECH STRETCH
(6) NYLON ATY WITH STRETCH SHIRTS
(7) anti pilling melange flannel
(8)DIFFERENT SHRINKAGE EFFECT SEERSUKER
(9) WATER BASED PU COATING (water-based PU sizing products)
(10)SMOOTH HANDFEEL AND 4 WAY-STRETCH
2LAYER&3LAYER LAMINATION
2019 (1) NYLON POWER STRETCH WITH 70D SPANDEX.
(2) RECYCLE NYLON(PRE&POST)STRETCH.
(3) DLFIT SLUB
(4) DLCORE 400
(5) YARN DYE AERO TECH WITH HIGH STRENGTH YARN.
(6) NYLON COOL WITH STRETCH SHIRTS
(7) 30D LIGHT WEIGHT STRETCH 3 LAYER LAMINATION
(8) AERO-TECH 3 LAYER LAMINATION
(9) WEFT STRETCH DOWN PROOF COATING
(10) SOFT HANDFEEL WAX COATING
2020 (1) DOUBLE FACE FLEECE
(2)NYLON ATY WITH STRETCH PANTS
(3)FLEECE WITH AERO TECH FUNCTION
(4)EVOLUTION FLEECE 2.0
(5)YARN DYED PI TECH SHIRTS
(6)NYLON ANTI-BACTERIAL FUNCTIONAL FIBER WITH
(7)RECYCLE ANTI PILLING FLANNEL
(8)2-LAYER LAMINATION RE-TPU FILM
(9)3- LAYER LAMINATION RE-TPU CLEAR FILM
  • 65 -
Item
Year
Description of R&D results
(10)NATURAL FIBER BLENDED FABRIC WITH OIL-WAX
COATING AND PRINTING VINTAGE OUTLOOKS
2021
Up to now
(1)SPECIAL TEXTURED YARN WITH COTTONY HANDFEEL
(2)RECYCLE NYLON ATY WITH STRETCH PANTS
(3)NYLON COOLING FUNCTIONAL FIBER WITH AERO TECH
FUNCTION(Cool feeling nylon hole design fabric)
  • (4) Long- and short-term business development plans

  • A. Long-term business development plan

  • (1) Continuously expanding vertical integration of production capacity to pursue market share.

  • (2) Actively participate in international exhibitions and visit foreign customers to expand the export market.

  • B. Short-term business development plans

  • (1) Continuously innovate products to shorten development lead time and provide customers with diverse product choices.

  • (2) Improve customer service quality and provide comprehensive solutions to meet consumer needs.

  • (3) Increase the added value of our products and maintain a high level of competitiveness.

  • (4) Integrate the supply system and enhance product distribution.

2. Market and Sales Overview

(1) Market analysis

1.Major product sales regions

Unit: NT$1,000

Year 2019 2019 2020 2020
Area Sales amount Percentage Sales amount Percentage
Foreign
Sales
Asia 3,292,350 30.15% 2,026,678 23.58%
Europe 1,131,391 10.36% 1,293,680 15.05%
Americas 330,050 3.02% 424,459 4.94%
Other 1,298,351 11.89% 1,084,606 12.62%
Domestic Sales 4,867,582 44.58% 3,765,236 43.81%
Total 10,919,724 100.00% 8,594,659 100%

Our main target markets include North America, Europe, Japan and other international outdoor functional products, sports and leisure brands and popular brands of men's and women's apparel. Our products cover functional outdoor apparel, sports and casual apparel, popular men's and women's apparel, Uniform, and the North American and European home furnishing markets.

  • (1) Staple Fiber Fabric

Our main products are cotton/polyester/nylon pre-dyed elastic plaid, bubble fabric, brush-cut flannel, golf ball, and long and short fiber interwoven fabric...etc. Through our professional pattern design capability,

  • 66 -

new functional fiber development and differentiated finishing, our products are well received by brand customers and sold all over the world.

A. Domestic Market

We combine with major domestic traders such as Shi Chun, An Feng, Yaojin, Jiutian, etc. to develop products for domestic and foreign brand customers. We are able to develop products for domestic and foreign brand customers' needs, and to gain customers' trust with our fast product development capability and accurate production delivery time to create a win-win situation.

B. Export market

Includes European sports outdoor leisure brands and North American sports, popular men’s and women’s brands, Japanese sports brands mainly include Eddie Bauer, Express, POLO, 5.11, UA, ADIDAS. In recent years, we have been investing in new looms, spinning machines, part of the warping machines and other equipment to improve the quality of our products.

We have been actively adjusting our product structure and developing advanced new products by applying the characteristics of domestic functional man-made fibers, and our products have been gradually accepted by the market, creating higher export sales.

(2) Long-fiber fabrics

With the professionalism of functional fabrics and the ability to combine design with fashion trends, we provide outdoor functional and sports brands with more diversified and rich choices. We have established a complete international marketing channel and cooperated with regional traders, agents and international famous brands through strategic alliances.

  • A. Domestic Market

Combined with the main domestic traders such as fiber, Ning Mei, Shi Chun, pray source... For domestic and foreign brand customers such as FJ, WOOLRICH, VAUDE, JWS, MILLER, VF Group's international brands... We develop products for the needs of domestic and foreign brand customers such as FJ, WOOLRICH, VAUDE, JWS, MILLER, VF Group's international brands... etc. Through strategic alliances with regional traders, agents and internationally renowned brands, we are able to fully share resources and improve our production capacity and efficiency.

B. Export market

a.Asia

(a) Japanese Market

Japanese sports brand market will be mainly overseas processing garments back to Japan, ASEAN Japanese garments tariff-free incentives, Taiwan's R & D capabilities + Vietnam bulk production, the current cooperation brands are UNIQLO ASICS MIZUNO. Due to the Japanese side's quality promotion, this market transaction will help to improve the quality of the factory and the production capacity of the production equipment to continue to grow.

(b) Southeast Asia Market

Southeast Asian countries are currently the main production sites of international sportswear brands in Europe, the United States and Japan. We are cooperating with garment factories such as HOJEN (Indonesia), YONGONE (Bangladesh), Cambodia,

  • 67 -

JENSMART (Vietnam), HAEWAE APPAREL and the Philippines, and we hope to strengthen our cooperation with garment factories to increase the amount of fabric purchased by them. b.European Region

The European market focuses on environmental protection issues and requires organic, recycled and non-toxic products, mainly for sports brands and furniture fabrics. Through intensive customer visits and long-term cooperation with our agents, the market has grown steadily. Currently, we are accelerating the application of environmentally friendly materials such as recycled polyester and fluorine free water repellent to cooperate with brands such as DECATHLON, SYMTHONY, SALOMON, JACK WOLFSKIN ......, and we are fully grasping the market opportunities and product advantages, and we should make good progress this year. c.North America

The North American apparel market is the largest in the world and the company’s most important fabric supplier, covering functional outdoor apparel, sports and casual apparel, popular men’s and women’s apparel, Uniform and home decor markets. Our brands include UA, COLUMBIA, LEVIS, 5.11, ADIDAS, and EXPRESS. In addition to deepening the application of our existing customers' products, we also focus on the needs of individual brands in niche markets, introducing new processing technologies, developing advanced new products, and strengthening our marketing channels and marketing services to create higher export sales.

2.Market share

Due to our complete production facilities, from upstream processing yarn, warping, sizing, embroidery, dyeing and finishing, post-processing coating, laminating to final physical quality control, we have a complete set of machines and equipment, which are vertically integrated to give full effect to our product structure, processing methods and product quality. As a result, the company’s high quality fabrics are well recognized by international sports brands and home decoration markets in the U.S., Canada, Europe and Japan, and its market share and sales have been increasing year by year. We continue to innovate in the research and development, production and marketing of staple fabrics to maintain steady growth in the market. In terms of long-fiber fabrics, we not only continue to develop in the original furniture market, but also shift to the high unit price sports market, and produce complex functional fabrics, and our strategy has become competitive than the industry.

For the years 2019 and 2020, the Company's main sales regions were 44.58% and 43.81% for domestic sales, 3.02% and 4.94% for the U.S. and Canada, 10.36% and 15.05% for Europe, 30.15% and 23.58% for Asia, and 11.89% and 12.62% for others, respectively.

In addition, we have established stable partnerships with our brand customers over a long period of time, and our products are designed and developed at the development stage to meet the needs of our customers. The pattern design, material mix, and functional processing of our products are diversified to meet the needs of international brands and the needs of consumers for personalized taste and fashionable novelty, and we will continue to maintain our professional advantage and take a place in the textile industry in the future.

  • 68 -

3.Future market supply and demand and growth

Taiwan textile industry is facing the fierce challenges of the rapidly changing world economic and trade situation, and under the premise of technology upgrade, innovation and research and development, it has successfully played a part in the global functional textile supply chain by virtue of its diversified and differentiated product development capabilities. The Company has continuously introduced products that meet the four requirements of “fashion”, “functionality”, “environmental protection” and “intelligence” in line with international trends, and provide “Total Solution” quality services for fabrics and garments to international customers. With the rapid sampling and small quantity production model, Taiwan manufacturers have been favored by international customers and have grown steadily. As Taiwan manufacturers are recognized by international brands for their ability to develop and design new products for fabrics, they regard Taiwan as a sourcing hub, establishing the importance of Taiwan’s textile industry in the global market.

With the gradual rise of national income and population growth in the world, textiles have been a necessity for people’s livelihood and the demand for them has been growing steadily. In recent years, the increasing consumer demand for textile quality, the rise of sports and extreme weather have created a vast market opportunity for the development of functional textiles. In recent years, consumers prefer a lifestyle that “combines sports, work and life”, so there is a strong demand for high-functioning fashion textiles. Faced with low price competition, Taiwan is unable to compete with Vietnam/Continental China, so it turns to develop medium and high priced products, and has become the first choice for global brands to purchase functional fabrics. With major international brands launching functional fashion apparel one after another, the market demand is still growing.

4. Competition niche

A. With a complete production line, strong competitiveness of products

Our company has staple fiber mills, long fiber mills, yarn dyeing and finishing mills, and post-processing and laminating mills, which constitute a complete production line, and not only meet the benefits of economic scale, but also eliminate the waste of moving between different factories, vertically integrate various departments to bring out the integrated effect of the industry, and develop more diversified products. In addition, the company has planned to automate the management of machines and computerized information systems in recent years, so that the production capacity can be greatly improved, which can help alleviate the shortage of labor force and the phenomenon of rising wages in recent years, and effectively control the cost, so its products are highly competitive.

B. Strong research and development capabilities, product innovation

Our company is committed to the research and development of new products, and has received unanimous praise from domestic and foreign customers. The new products developed by our company can effectively meet the market demand, and can steadily develop a source of orders. In order to avoid the impact of labor cost advantage in emerging countries, we are developing into the advantageous raw materials in Taiwan, continuously developing and introducing functional fabrics to increase the added value of our products, and to be able to grasp the market opportunities and differentiate from the large number of standardized products at any time, so as to maintain the high competitiveness of the company and help to increase the value of production and profitability.

C. Experienced management, production technology and quality

The main management of our company has many years of practical experience in the textile industry and is specialized in research and development of production technology and quality control, and attaches great importance to technology inheritance and development, actively cultivating outstanding talents and introducing new equipment to improve production efficiency.

In summary, the Company attaches importance to quality and research and development, provides high quality, small quantity and variety of products with special functions, and has a complete product line to meet customer needs, and its products should be competitive.

5.Favorable and unfavorable factors of development prospect and countermeasures

  • (1) Favorable Factors:

  • A. With a complete production line, strong competitiveness of products

  • 69 -

Our company has staple fiber mills, long fiber mills, yarn dyeing and finishing mills, and post-processing and laminating mills occupied more than 19,000 pings of land, which constitute a complete production line, and not only meet the benefits of economic scale, but also eliminate the waste of moving between different factories, vertically integrate various departments to bring out the integrated effect of the industry, and develop more diversified products. In addition, the company has planned to automate the management of machines and computerized information systems in recent years, so that the production capacity can be greatly improved, which can help alleviate the shortage of labor force and the phenomenon of rising wages in recent years, and effectively control the cost, so its products are highly competitive.

B. Strong research and development capabilities, product innovation

Our company is committed to the research and development of new products, and has received unanimous praise from domestic and foreign customers. The new products developed by our company can effectively meet the market demand, and can steadily develop a source of orders. In order to avoid the blow of the labor cost advantage of the emerging development countries, we are developing the advantageous artificial fiber raw materials in Taiwan, and continuously developing and launching Polyester/Nylon Y/D, DLFIT Y/D, ANTI PILLING FLANNEL, long and short fiber interwoven elastic fabric, anti-UV, super water repellent, antibacterial and anti-odor, moisture absorption and perspiration, cool feeling and heat storage...etc. In terms of long fibers, we have launched the island open fiber microfiber fabric, long fiber elastic stretch fabric, DLFIT, AERO TECH, AERO TECH 180, AERO TECH 360, PI-TECH, fine monofilament high density fabric, suede series, new functional trouser fabric, and the development of multifunctional composite series products. As the Company continues to develop new products and increase the added value of its products, it is able to grasp the market opportunities at any time, supplemented by its own research and development of its own yarn types, thus differentiating itself from the large number of standardized products of other weaving mills, enabling the Company to maintain a high level of competitiveness and helping to increase its production value and profitability.

  • C. Emphasized production technology and quality

Our company specializes in research and development of production technology and quality control, and attaches great importance to technology inheritance and development, actively cultivating outstanding talents and introducing new equipment to improve production efficiency, and successively obtained the European “Oeko-Tex” certification in 1999, and was awarded the best partner program member of Du Pont (INVISTA 2002) in ‘89. In 2006, we established a physical property inspection center and a special processing plant, and in 2012, we passed the bluesign certification, and in 2014, we launched the Delinno fabric brand concept and obtained the DLFIT trademark, and in 2015, we obtained the Delinno trademark, and our continuous efforts prove that we have always attached importance to the policy of product quality, and our products are sold in Japan and other regions with strict quality requirements. The production technology and quality of our products have been recognized by the market.

Taiwan's textile technology has been recognized by the market and is an important supply area for functional textile products worldwide, which is conducive to market expansion.

(2) Unfavorable factors and countermeasures:

Favorable Factors Countermeasures:
Labor shortage and rising labor costs
In recent years, due to the
popularization of education and the
improvement of income, the employment
choice of workers is no longer keen on
“labor-oriented”jobs,and thephenomenon

We strengthen the introduction of high-speed,
automated equipment in order to reduce the
dependence on labor. Also, we will review the
rationalization of wages, improve labor conditions,
and enhance non-salary welfare measures to reduce
turnover and improve thequalityof operations.
  • 70 -
of labor shortage is common. The textile
industry has a poorer working environment
compared to other industries, resulting in a
high labor turnover rate and higher labor
costs,resultingin higherproduction costs.
Competitive issues in developing countries
As the domestic textile industry has
shifted to invest in Southeast Asia and
China, the outflow of textile technology
has been caused. In contrast, the cheap
wages in Southeast Asia and China are
lower in price to enter the international
market, thus affecting the international
competition of our textile industry.







1.We focus on multi-layered processing and high
value-added high quality fabric, and continue to
increase the proportion of sales of small
quantities, multiple samples, special functions,
and high-priced products.
2.To improve management performance to reduce
costs and accelerate new product development
and research, and to establish our own marketing
channels
to
achieve
a
different
market
segmentation between our products and the lower
level products in Mainland China and Southeast
Asian countries.
3.Enhance product service, develop new products in
response to market trends, strengthen sampling
organization
and
analysis
capabilities,
and
supplement with computerized design systems to
quicklyrespond to market demands.
Downstream industry moving out
Due to the rapid changes in the
industrial environment, the downstream
garment and accessory industries have
moved out of the country, making the
export market for cooperation between the
textile and garment industries increasingly
narrow.






1. Strengthen the interaction with brand customers
and cooperate directly with final buyers to
improve the sales volume and the stability of
single source, and actively grasp the main and
potential customer base.
2. Promote our core products and strengthen the
access to garment factories.

(2) Important applications and production processes of major products

1.Important applications of the main products

(1) Staple Fiber Fabric

(1) Staple Fiber Fabric
Product items Features Usage
Stretch fabric (SPANDEX)
A.Nylon66 Tactel Elastomeric Stretch Fabric
B.Polyester ATY/Nylon ATY medium and
thick elastic stretch fabric
C. Bubble fabric elastic stretch fabric
D. Warp/weft, two-waystretch fabric
Comfortable and easy to
wear without binding the
free elasticity, hand feel
draped smooth and not easy
to wrinkle characteristics.
Shirts, Skirts and
pants, GOLF, Casual
wear, SPORTS
Long and short fiber interwoven blended
fabric
A. Interwoven with polyester, micro fiber
and dummy yarn series
B. Interwoven with Nylon, Nylon 6.6 series
C. Blending or interweaving series with linen
yarn
It has the comfort of natural
fibers, superior
functionality, softness,
luster and drape of human
fiber.
Shirt, suit, SPORTS,
COAT, UNIFORM
FLANNEL
A.T SPUN LOW PILLING
B.T/W, C/W, CVC
C.Polyester ATY/Nylon ATY
N/T ATY
Soft and comfortable, thick
and warm, not easy to
pilling.
Outdoor, casual
wear, suits, shirts
  • 71 -
AERO TECH / AERO TECH PLUS
A. Coarse and fine fiber transparent effect
B. Coarse and fine fiber hole effect
Feel comfortable instead of
stuffy when wearing and
you will have breathable
and cool feeling. The fabric
has a three-dimensional
effect.
Sports, casual jackets
and shirts
Special effect cloth
A. Dyeing willow and bubble cloth first
B.First dyeing compound yarn series
C. Fancy twisted yarn, velvet yarn, golden
onion yarn Colorful cotton yarn, rhyming
yarn
A. Cool
B. Bright fabric, super soft
texture, ultra-thin
C. With a wealth of external
changes

Shirts, blouses, suits,
dresses
Functional series (coating, lamination processing, anti-wrinkle processing,
waterproof and breathable, anti-UV, anti-bacterial and anti-odor, moisture
absorption and perspiration, heat storage and temperature preservation,
coolprocessing)
Sportswear,
casual
wear, shirts, jackets,
pajamas,
bedding
fabrics

(2) Long-fiber fabrics

(2) Long-fiber fabrics (2) Long-fiber fabrics
Product items Features Usage
Super Fine Denier Lightweight
Series
Compact and light weight for
easystorage

Packable Windbreaker
Jacket
Silk-like series Silk luster hand feel delicate
drapinglike silk

Blouse, suit, pants skirt
Faux plush series
T/CD compound yarn
The fabric surface twist mixed
color velvet effect and good
sense of rich thickness


Furniture & Accessories
Cotton-like feeling series
Polyester ATY/Nylon ATY
Comfortable, soft and natural
touch, UV resistant

SPORTS, GOLF
TOP/BOTTOM
Pseudo Elasticity Series DL400 Stretchable and comfortable to
wear

SPORTSGOLF
OUTDOORRUNNING
TOP/BOTTOM
AERO TECH Feel comfortable instead of
stuffy when wearing and you
will have breathable and cool
feeling.



Sports, casual jackets and
shirts
PI-TECH Soft and flexible in hand, free
to stretch and contract and
comfortable to wear


SPORTSGOLF
OUTDOORRUNNING
TOP
Elasticity of stretch (LYCRA) in
longitudinal,
latitudinal
or
bi-
directional direction

Close to the body, light and
soft feeling, stretch and elastic
effect


Fashion, suits, sports and
leisure apparel
Suede Series Soft, elegant, faux-fur tones Dresses, coats, coats, shoes,
leather bags, home
furnishing fabrics, sand
releases,casual wear
Functional Series
A.Breathable Fabric Waterproof and Breathable Fabric (High
Functional Composite Fabric)
B.UV-cut Fabric
C.Anti-bacterial Fabric
D.Easy dry Fabric absorbent and fast drying fabric
E. Environmental protection over-allocation of water
F. Rainproof, featherproof
Sportswear, casual wear,
medical uniforms, shirts,
jackets, outdoor leisure
apparel
  • 72 -

2.Production Process

(1) Staple Fiber Fabric

==> picture [312 x 313] intentionally omitted <==

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

Design
Warping Loose
Warp
Paste Yarn Dyed
Warp dyeing
Weft
Hard tube
Healdin Weaving
Check
Shippin
----- End of picture text -----

  • 73 -

(2) Long-fiber fabrics

==> picture [464 x 380] intentionally omitted <==

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

Research
Casting Origina Warping
Warp
Desizin g False-twister Paste
Twisted Yarn
Machine
Solve Merging
Weft
Pre-
Healdi
Milling
Reducti Bristles
Weavin
Dyeing
Check
Shearing
Calender i Finishe d
Invento
d
Gummi Inspec t Packag i Invento
i
----- End of picture text -----

  • 74 -

(3) The supply of major raw materials

supply of major raw materials
Raw Materials Source of Supply
Polyester yarn:
Raw silk, processed silk,new synthetic fiber
NAN YA, SINO-FABRIC, FAR EAST, HYOSUNG, XIN XIN, HONG YI FIBER, Zhan
Song,TUNG DILONG,LILI,JI SHENG,YIXIN,etc.
Staple Fiber Fabric:
RAYON, T/R, T/C, CVC, COTTON,
SPANDEX
Far East, Dong Hoa, Nam Fong, Vietnam, and Taihua, Vietnam.
Dyeing aids:
Disperse dyes, reactive dyes, sulfide dyes,
dyeingauxiliaries, general chemicals
Qianwang, Yuanqiao, Jinhuang Dye, Viming, Xingui, Huntsman, Gaolian, Huali,
Maitong, Taiwan Plastics, Taiwan Sanwang, Rihua, Yufa, Zansheng, Xiejing, etc.
  • (4) The names of customers who have accounted for more than 10% of the total purchase (sales) in any of the last two years and the amount and percentage of purchase (sales)

  • (1) Information on major suppliers in the last two years: There were no customers with more than 10% of the total purchase amount in the last two years.

  • (2) Major customers in the last two years: There were no customers whose sales amount exceeded 10% in the last two years.

  • 75 -

(5) Production value in the last two years

Unit: Thousands yards, thousands pieces, NT$1000

Production year
Quantity Value
Main Products
2019 2020
Productivity Production Product Value Productivity Production Product Value
Staple Fiber Fabric 33,847 16,956 1,142,652 34,903 12,771 1,055,878
Long-fiber fabrics 172,064 126,147 5,904,289 190,889 128,210 5,412,549
Other - - 1,818,366 - 789 882,525
Total 205,911 143,103 8,865,307 225,792 141,770 7,350,952

Note 1: Production capacity refers to the amount of production that the company can produce under normal operation using existing production equipment after taking into account necessary shutdowns and holidays.

  • Note 2: If the production of each product is substitutable, the production capacity may be combined and explained in the notes.

(6) Sales volume during the recent two years:

Unit: Thousands yards, thousands pieces, NT$1000

Sales Year
Sale Quantity Value
Main Products

2019

2019

2019

2019
2020 2020 2020 2020
Domestic sales Foreign Sales Domestic sales Foreign Sales
Quantity Value Quantity Value Quantity Value Quantity Value
Staple Fiber Fabric 3,751
297,894

13,510

1,339,764

5,440

376,780

6,999

654,823
Long-fiber fabrics 99,592 4,231,729
48,719

4,629,581

75,608
3,051,430
44,427
4,053,562
Other -
333,059

-

87,697

709

337,026

38

121,038
Total 103,343 4,862,682
62,229

6,057,042

81,757
3,765,236
51,464
4,829,423
  • 76 -

3. Employee Information

Employee Information for the Past Two Years and as of the Publication of the Annual Report

Apr. 30, 2021

Year Year 2019 2020 As of Apr. 30, 2021
Number of employees Production Department 2,400
1,967

1,975
Work Affairs Division 199
160

162
Others 517
434

433
Total 3,116
2,561

2,570
Average age 41.75years old
39.22Years old

39.08Years old
Average Length of Service 5.79years
5.04years

5.14years
PhD -
-

-
Master 2.19%
3.97%

3.70%
Percentage of
employees at each level
College 33.59% 38.47%
38.20%
Senior High School 27.05% 20.85%
21.26%
Below Senior High School 37.17% 36.71%
36.84%

4. Information on Environmental Expenditure Information

  1. the provisions of the law, should apply for a pollution facility installation permit or pollution discharge permit or should pay pollution prevention and control fees or should set up special environmental protection unit personnel, the application, payment or establishment of the following description of the situation.

In order to implement environmental protection measures and improve the environmental quality of the plant, the Company has strengthened control over the production and related units, purchased anti-pollution wastewater treatment equipment, and conducted regular inspections of the operation of the equipment in order to meet the environmental requirements for wastewater discharge. The following is a description of the environmental protection established by law.

  • (1) Obtain a stationary source operating permit.
Date Fixed pollution source operation
permit number
Expiration Date Remark
2015.12.13 Nan-Shih-Fu-Huan-Tsao-Cheng-Tzu
No. D0446-00
2020.12.14~2025.12.13 Boiler steam generation program (M01)
2017.10.16 Nan-Shih-Fu-Huan-Tsao-Cheng-Tzu
No. D0631-02

2017.12.30~2022.12.16
Boiler steam generation program (M03)
2018.04.17 Nan-Shih-Fu-Huan-Tsao-Cheng-Tzu
No. D0497-02

2021.04.18~2026.04.17
Boiler steam generation program (M06)
2018.09.27 Nan-Shih-Fu-Huan-Tsao-Cheng-Tzu
No. D0999-01

2021.04.18~2026.04.17
Thermal media heating program (M07)
2019.09.04 Nan-Shih-Fu-Huan-Tsao-Cheng-Tzu
No. D0749-02

2019.09.05~2024.09.04
Printing and dyeing finishing program (M05)
2019.11.15 Nan-Shih-Fu-Huan-Tsao-Cheng-Tzu
No. D0748-02

2019.11.16~2024.11.15
Printing and dyeing finishing program (M04)

(2) Obtain a stationary source operating permit.

Date
2018.07.17
Water Pollution Control Permit No. Expiration Date Remark
Nan-Shih-Fu-Huan-Tsao-Cheng-Tzu
No. 00958-04
Jul. 16, 2023 Waste (sewage) water discharge
surface waterpermit
  • (3) Specialized environmental protection unit personnel to obtain a license.

  • 77 -

Certificate type Certificate Number The number of specialized
environmental protection
units should be set up
Number of people
in our company
Class A Air Pollution Prevention
Certificate
(85) Huan-Shu-Hsun-Cheng-Tzu No. FA010164 1 1
Class A waste (sewage) water
treatment certificate
(83) Huan-Shu-Hsun-Cheng-Tzu No. GA110204
(89) Huan-Shu-Hsun-Cheng-Tzu No. GA110496
2 2
Class B waste (sewage) water
treatment certificate
(99) Huan-Shu-Hsun-Cheng-Tzu No. GB330319 1 1
Level B Certificate of waste (85) Huan-Shu-Hsun-Cheng-Tzu No. HA070479 1 1

In addition, in accordance with the standards for storage and removal of business waste, the Company assigns the removal of general business waste to qualified removal organizations approved by the Environmental Protection Administration, such as Shinpei Transportation Corporation, Seishun Corporation, Shinyu Environmental Engineering Co.

2.List the Company's investments in major equipment for the prevention and control of environmental pollution, their uses and potential benefits.

Unit: NT$1,000

Unit: NT$1,000
Equipment Name Items Date Investment
Costs
Undiscounted
balance

Uses and expected benefits
Wastewater Treatment Civil
Engineering (Phase II)
Type 1 1993.04 37,733
1,685
Used for wastewater treatment to
meet discharge standards
Wastewater Treatment Civil
Engineering (Phase III)
Type 1 1998.05 19,031
0
Used for wastewater treatment to
meet discharge standards
Wastewater Treatment Civil
Engineering (Phase IV)
Type 1 2003.12 3,310
0
Used for wastewater treatment to
meet discharge standards
Long fiber water treatment pool Type 1 1994.01 3,759
145
Used for wastewater treatment to
meet discharge standards
Staple fiber water treatment pool Type 1 1994.01 3,360
129
Used for wastewater treatment to
meet discharge standards
Phase I chemical flotation
wastewater system improvement
and reduction
Type 1 2015.07 4,601
3,960
Used for wastewater treatment to
meet discharge standards
Sludge Drying Machine Project Type 1 2016.06 20,540
12,960
For sludge reduction, it can
reduce sludge volume by1/2

(3) Total amount of damages and penalties for environmental pollution for the most recent year and up to the date of printing of the annual report: None.

  • (4) Future measures and possible expenses

1.Part of the proposed improvement (enhancement) measures

  • (1) Improvement (Enhancement) Plan

A. Expansion of pollution prevention and control equipment

The Company’s existing two sets of wastewater treatment facilities cost approximately $2.2 million per month (including equipment depreciation and maintenance costs, electricity costs, pharmaceutical costs, sludge transportation costs, and salaries of specialized environmental protection personnel, etc.), which means that each pound of yarn dyed requires an additional $1 of wastewater treatment costs, and each yard of dyed fabric bears $0.8 of wastewater treatment costs. In order to cope with the increase in the standard of effluent treatment by the EPA in 1998 and the need for expansion of our production and sales, an additional wastewater treatment facility (combined with the old one) was built in September 1997 with an investment of 35 million RMB. At present, the first old wastewater treatment facility can treat 3,000 tons/day and the second new wastewater treatment facility can treat 3,000 tons/day. At the beginning of 1999, we obtained ISO14001 DNV environmental protection certification, and we are continuing to improve our environmental management program.

We are constantly investing in the prevention and control of public hazards. In addition to adding pollution control and wastewater treatment equipment with new facilities, we are also adding better control equipment to meet the

  • 78 -

requirements of the EPA. In the coming years, we will make every effort to cooperate with the government in environmental protection and fulfill our responsibilities to society as a modern enterprise.

  • B. Strengthen the waste reduction measures of yarn dyeing and finishing

For example, the recycling of waste heat and acid, the improvement of machine washing water and the recycling of cooling water.

  • C. Enhance end-of-pipe handling capacity

The wastewater is diverted and the aeration and biological treatment capacity is increased to reduce chemical usage and sludge generation.

  • (2) Estimated environmental expenditures for the next three years

The environmental expenditures in the next three years are as follows

Prepare to purchase to
prevent pollution
Equipment or expense
content
Expected improvement
(enhancement) situation
Amount
Purpose
2021
Waste Gas Treatment

NT$3,500,000
Improve boiler exhaust
and air quality
2022
Waste Gas Treatment

NT$3,500,000
Improve boiler
exhaust and air
quality
2023

Waste Gas
Treatment

NT$3,500,000
Improve boiler
exhaust and air
quality

(3) Impact after improvement

Impact on net income: The annual operating expenses as a percentage of net income are insignificant and the impact is minimal.

Impact on competitive position: Cooperate with the government in waste reduction, fulfill the responsibility of environmental protection, and enhance the good corporate image.

2.No countermeasures: Not applicable.

5. Labor Relations

  • (1) The Company's various employee welfare measures, training, training and retirement systems and their implementation, as well as the agreements between employers and employees and measures to protect the rights and interests of employees:

The Company's employee welfare measures are based on the relevant government welfare laws and regulations, and the Company's policies and employee needs are coordinated and planned by the Employee Welfare Committee.

The Welfare Committee coordinates the planning and implementation of employee welfare matters.

A majority of the members of the Welfare Committee will approve the implementation of the welfare policy.

The Employee Benefit Committee enforces and tracks the effectiveness of each benefit provision.

  1. The main benefits offered by the Company and FSC are as follows:

  2. (1) To set up an employee cafeteria to facilitate meals in the company and subsidize meal expenses.

  3. (2) Establishment of male and female dormitories.

  4. (3) Gifts or gratuities will be given on the Labor Day, Dragon Boat Festival, Mid-Autumn Festival and Spring Festival each year.

  5. (4) Monthly birthday gift to the birthday girl.

  6. (5) The midnight shift allowance is increased for midnight shift personnel.

  7. (6) Arrangement of leisure activities.

  8. 79 -

    • (7) Labor insurance, universal health insurance, regular health checkups, employee group insurance (including life insurance, accident insurance, major injuries and illnesses (cancer, etc.)).

    • (8) Travel safety insurance: foreign business travel colleagues, the whole enjoy accident insurance and accidental medical insurance.

    • (9) Employee's wedding/children's wedding/new home completion/children's full moon gift and funeral ceremony.

    • (10) Employee Stock Ownership Trust Incentive Payment (must have served for 3 months or more).

  9. (11) Benefits for supervisors above the classroom level: Annual transportation subsidy. Wedding and funeral gifts/benefits for immediate subordinates Subsidizing visitation gifts. Reducing burden on supervisors

    • (12) 3 months of summer allowance will be added to the on-site high temperature zone.

    • (13) Employees with two years of seniority are entitled to foreign travel subsidies.

  10. (14) Professional license allowance: air pollution certificate, wastewater treatment license, waste treatment license, electrical technician, and boilers, etc.

    • (15) One professional license examination fee will be provided at full cost.
  11. (16) To improve employee health consultation and services, we arrange regular outpatient services for factory doctors in the factory.

  12. (17) In July of each year, a mid-year bonus will be paid when the profitability of the first six months of the year reaches the target set by the Company.

    • (18) Employees who purchase a home for the first time will be given a congratulatory gift in accordance with the rules for the completion of a new home.
  13. 2.Training and training system and implementation: NT$342,000,000 was spent on training in 2020.

    • (1) New recruits must undergo pre-employment training (developmental training). In principle, pre-employment training includes safety and health education, company culture, instillation of the founding philosophy, and basic operational skills, etc., depending on job requirements.

    • (2) On-the-job training can be divided into two types: external training and internal training.

      • A. External training: The personnel unit takes the initiative to collect course information from external training institutions according to the manpower needs of each unit and sends them to the relevant departments for training.

      • B. Internal training:

        • a. The company invites outside experts to conduct training courses in a uniform manner.

        • b. Use audio-visual materials to improve the quality of staff.

        • c. The supervisor will take the time to educate the staff on the opportunities of the company.

        • d. Supervisors will provide individual counseling to individuals or work groups who are not performing well.

  14. 3.Retirement System and Implementation

In accordance with the Labor Standards Law, the Company has established a retirement plan for employees. Employees' pension payments are calculated based on years of service and the average monthly wages (base) for the six months prior to the approved retirement date. The Company contributes 4% of employees' monthly salaries to an employee retirement fund, which is deposited in the name of the Labor Pension Fund Supervisory Committee in a special account at the Bank of Taiwan.

In accordance with the Labor Standards Law, the Company contributes a monthly retirement reserve of 4% of salaries paid to the Bank of Taiwan in the name of the Retirement Fund Committee. As of the end of 2020, the balance of the pension reserve account was NT$190,548 thousand.

  • 80 -

Effective July 1, 2005, employees who choose to be covered by the pension plan under the Labor Pension Act are required to contribute 6% of their monthly salaries to the individual pension accounts of the Bureau of Labor Insurance.

  • 4.Work environment and employee safety protection measures

    • (1) In order to enhance the safety of employees in emergency escape and evacuation, a total of 176 people were trained in fire safety drills in FY109. The training was based on common disasters in Taiwan such as earthquakes and fires, to strengthen emergency response measures in case of disasters, to train fire extinguisher operation procedures, to implement fire-fighting training, to implement self-defense firefighting formations, and to reduce the loss of life and property in the plant.

    • (2) There is a first-class unit industrial safety room, planning occupational safety and health management plan, promoting, supervising and improving various safety and health projects in the factory to ensure the safety and health of employees at work.

    • (3) In accordance with the provisions of the “Labor Health Protection Law”, we provide monthly clinical services by occupational medicine physicians and family medicine physicians, and we provide clinical services twice a month by physicians and arrange consultation for 12 employees each time. Services include: 1. education and training health guidance, 2. medical services, 3. case care, 4. health assessment and management for new employees, 5. blood pressure measurement, 6. medical consultation and health education services, 7. health education guidance for medical personnel, 8. advice related to company selection and job placement, 9. on-site visits to the workplace, 10. health promotion courses, etc.

    • (4) In 2020, we held a training session for forklift operators and first-aiders. 55 employees participated in 2 sessions, so that they could understand more about the operation of machinery and equipment and the steps and procedures to be taken in case of emergency.

    • (5) To raise employees' awareness of traffic safety during commuting to and from work and to promote traffic safety promotion, a total of 4 sessions were held with 153 employees attending, and related promotion materials were also distributed to supervisors of each unit for regular promotion to reduce the occurrence of traffic accidents during commuting to and from work.

    • (6) 2020 statutory dangerous machinery and equipment annual periodic inspection, including: 116 first type of pressure vessels, 6 boilers, all passed the inspection to ensure that the plant dangerous machinery and equipment are in line with the law and the safety of operation.

    • (7) In 2020, we continued to promote environmental improvement projects, and proposed a number of improvement projects focusing on the field of roll clips, falls, inductors, and chemicals, and applied for subsidies from the Occupational Safety and Health Administration to upgrade the safety and health facilities in the factory, so that employees can enjoy a safer workplace environment.

  • (2) Losses suffered from labor disputes in the most recent year and up to the date of printing of the annual report, and disclosure of the estimated amount of current and potential future losses and measures to address them: None.

6. Important Contracts:

(1) DELI INDUSTRIAL CO., LTD.:

Contract Type Parties involved Contract Start and
EndingDates

Content
Restrictions
Joint Credit
Agreement
Wang Tao Commercial Bank, Cooperative
Bank, Mega Bank, Hua Nan Bank, First
Commercial Bank, Chang Hwa Bank, National
Agricultural Bank, Yuanta Bank, Bank of
Taiwan, Kaohsiung Bank, Wing Fung Bank, and
An Tai Bank

Feb. 22, 2019
~
Feb. 22, 2024
A joint credit
agreement with a
total amount of
NT$2.2 billion.
None
  • 81 -

(2) Victory Cayman Holdings Co., Ltd.:

Contract Type Parties involved Contract Start and
EndingDates

Content
Restrictions
Joint Credit
Agreement
Wang Tao Commercial Bank,
Mega Bank and Wing Fung Bank
Mar. 20, 2019

Mar. 20,2024
A joint credit agreement with a
total amount of USD 28 million.
None

(3) Vietnam Deli Industrial Co., Ltd.:

Contract Type Parties involved Contract Start and
EndingDates

Content
Restrictions
Land Lease
Agreement
Vietnam Industrial Investment
& Development Corporation
Jul. 1, 2015

Jun. 30, 2057
228,635 square meters of land leased
in Bao Pang Industrial Zone with total
land rental value: VND193,653,845,000.
(USD 8,802,447.50)
None
  • 82 -

VI. Financial Information

  • 1.Condensed balance sheet, comprehensive income statement, name of the acciybtabts and their audit opinion for the last five years

  • (1) Adoption of International Financial Reporting Standards (IFRS) financial information

1-1 Consolidated Condensed Balance Sheets

Unit: NT$1,000

Unit: NT$1,000
Year
Item
Financial analysis for the past five years (Note 1) As of
Mar. 31, 2021
Financial information (Note 3)
(Reviewed byaccountant)
2016 2017 2018 2019 2020
Current assets 6,069,174 7,420,617 8,809,060 10,734,417 10,171,682 10,445,153
Property, Plant and
Equipment(Note 2)
3,531,247 5,413,294 6,035,382 6,279,836 5,922,156 5,799,382
Investment real estate 143,125 132,816 117,864 64,716 65,071 62,922
Intangible assets 35,263 32,890 31,063 29,738 28,419 27,899
Other assets(Note 2) 1,313,434 1,002,339 1,630,612 1,674,941 1,661,102 1,656,914
Total assets 11,092,243 14,001,956 16,623,981 18,783,648 17,847,430 17,992,270
Current liabilities Before distribution 5,148,080 6,226,799 10,038,471 8,936,691 9,108,544 8,182,205
After distribution 5,767,943 6,962,844 10,540,319 9,513,539 - 8,182,205
Non-current liabilities 1,005,035 2,144,999 1,364,301 3,578,776 3,284,103 4,289,603
Total liabilities Before distribution 6,153,115 8,371,798 11,402,772 12,515,467 12,392,647 12,471,808
After distribution 6,772,978 9,107,843 11,904,620 13,092,315 - 12,471,802
Equity attributable to shareholders of
theparent company
4,276,985 4,949,872 4,423,041 5,473,114 4,704,317 4,768,672
Capital stock 2,776,816 3,345,657 3,345,657 3,845,657 3,845,657 3,845,657
Capital surplus Before distribution 862,198 1,052,939 652,962 942,169 791,558 791,558
After distribution 381,176 651,460 335,125 769,114 - 791,558
Retained
earnings
Before distribution 760,483 844,591 730,145 1,099,925 523,605 617,968
After distribution 621,642 510,025 546,134 696,131 - 617,968
Other interests (109,831) (280,634) (
293,042)
(401,956) (456,503) (486,507)
Treasurystock (12,681) (12,681) (12,681) (12,681) - -
Non-controllinginterests 662,143 680,286 798,168 795,067 750,466 751,781
Equities Total Before distribution 4,939,128 5,630,158 5,221,209 6,268,181 5,454,783 5,520,462
After distribution 4,319,265 4,894,113 4,719,361 5,691,333 - 5,520,462

*If the Company prepares individual financial statements, it should also prepare individual condensed balance sheets and consolidated statements of income for the last five years.

Note 1: Any year that has not been audited and certified by the accountant should be noted.

Note 2: For those who have revalued their assets in the current year, the date of revaluation and the amount of revaluation increment should be indicated.

Note 3: As of the date of the annual report, the financial information of companies whose shares are listed or traded on the stock exchange should also be disclosed if they have been audited or reviewed by an accountant most recently.

Note 4: The above mentioned figures after distribution are based on the resolution of the following year's shareholders' meeting. Note 5: If the financial information is notified by the competent authority that it should be corrected or restated, it should be presented in the corrected or restated figures, with the circumstances and reasons stated.

  • 83 -

1-2 Consolidated Condensed Comprehensive Income Sheets

Unit: NT$1,000,

Earnings (net loss) per share (NT$)

Year
Item
Financial analysis for the past five years (Note 1) Financial analysis for the past five years (Note 1) Financial analysis for the past five years (Note 1) Financial analysis for the past five years (Note 1) Financial analysis for the past five years (Note 1) As of Mar. 31, 2021
Financial information
(Note 2)
(Reviewed byaccountant)
2016 2017 2018 2019 2020
Operatingrevenue 7,550,482 7,933,432 9,132,401 10,919,724 8,594,659 2,421,658
Grossprofit 1,419,001 1,493,333 1,464,339 2,054,417 1,243,707 428,801
Operating profit 469,626 436,289 310,099 801,761 3,155 151.238
Non-operating income and
expenses
(41,893) 14,140 7,156 (134,874) (294,957) (48,128)
Net income (loss) before
income tax
427,733 450,429 317,255 666,887 (291,802) 103,110
Net income (loss) of
continuingbusiness units
442,234 414,561 253,759 614,463 (206,633) 96,243
Net income(loss) 442,234 414,561 253,759 614,463 (206,633) 96,243
Other comprehensive
income(Income after tax)
(191,070) (190,352) 6,583 (113,896) (17,771) (39,654)
Total comprehensive
income
251,164 224,209 260,342 500,567 (224,404) 56,589
Net income attributable to
shareholders of the parent
company
383,164 370,329 202,152 558,021 (207,286) 94,363
Net income (loss)
attributable to
noncontrollinginterests
59,070 59,070 51,607 56,442 653 1,880
Total comprehensive
income attributable to
stockholders of theparent
208,626 208,626 207,712 444,877 (241,385) 64,359
Total comprehensive
income attributable to
non-controllinginterests
42,538 42,538 52,630 55,690 16,981 (7,770)
Earnings (net loss) per
share
1.39 1.21 0.61 1.61 (0.54) 0.25

*If the Company prepares individual financial statements, it should also prepare individual condensed balance sheets and consolidated statements of income for the last five years.

Note 1: Any year that has not been audited and certified by the accountant should be noted.

Note 2: As of the date of the annual report, the financial information of companies whose shares are listed or traded on the stock exchange should also be disclosed if they have been audited or reviewed by an accountant most recently. Note 3: If the financial information is notified by the competent authority that it should be corrected or restated, it should be presented In the corrected or restated figures, with the circumstances and reasons stated.

  • 84 -

2-1 Individual Condensed Balance Sheets

Unit: NT$1,000

Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000
Year
Item
Financial analysis for the past five years (Note 1)
2016 2017 2018 2019 2020
Current assets 2,331,017 2,874,408 4,012,068 4,924,060 5,564,991
Equity-method investments 3,883,854 5,739,150 6,006,334 6,917,644 6,847,702
Property,Plant and Equipment(Note 2) 956,879 944,591 878,931 909,783 904,882
Intangible assets 518 275 129 93 -
Other assets(Note 2) 239,692 147,203 178,975 295,440 372,165
Total assets 7,411,960 9,705,627 11,076,437 13,047,020 13,689,740
Current liabilities Before distribution 2,915,917 3,228,671 5,355,872 4,937,223 6,129,952
After distribution 3,535,780 3,964,716 5,857,720 5,514,071 -
Non-current liabilities 219,058 219,058 1,297,524 2,636,683 2,855,471
Total liabilities Before distribution 3,134,975 4,755,755 6,653,396 7,573,906 8,985,423
After distribution 3,754,838 5,491,800 7,155,244 8,150,754 -
Capital stock 2,776,816 3,345,657 3,345,657 3,845,657 3,845,657
Capital surplus Before distribution 862,198 1,052,939 652,962 942,169 791,558
After distribution 381,176 651,460 335,125 769,114 -
Retained earnings Before distribution 760,483 844,591 730,145 1,099,925 523,605
After distribution 621,642 510,025 546,134 926,870 -
Other interests (109,831) (280,634) (293,042) (401,956) (456,503)
Treasurystock (12,681) (12,681) (12,681) (12,681) -
Equities
Total
Before distribution 4,276,985 4,949,872 4,423,041 5,473,114 4,704,317
After distribution 3,657,122 4,213,827 3,921,193 4,896,266 -

*If the Company prepares individual financial statements, it should also prepare individual condensed balance sheets and consolidated statements of income for the last five years.

Note 1: Any year that has not been audited and certified by the accountant should be noted.

Note 2: As of the date of the annual report, the financial information of companies whose shares are listed or traded on the stock

exchange should also be disclosed if they have been audited or reviewed by an accountant most recently

Note 3: If the financial information is notified by the competent authority that it should be corrected or restated, it should be presented in the corrected or restated figures, with the circumstances and reasons stated.

  • 85 -

2-2 Individual Condensed Comprehensive Income Sheets

Unit: NT$1,000,

Earnings (net loss) per share (NT$)


Unit: NT$1,000,
Earnings(net loss) per share(NT$)

Unit: NT$1,000,
Earnings(net loss) per share(NT$)

Unit: NT$1,000,
Earnings(net loss) per share(NT$)

Unit: NT$1,000,
Earnings(net loss) per share(NT$)

Unit: NT$1,000,
Earnings(net loss) per share(NT$)
Year
Item
Financial analysis for the past five years (Note 1)
2016 2017 2018 2019 2020
Operatingrevenue 2,886,100 3,249,551 3,591,821 4,269,376 3,005,640
Grossprofit 593,452 617,361 560,916 588,147 198,354
Operating profit 176,170 153,610 122,119 138,247 (236,705)
Non-operating income and
expenses
234,821 234,907 92,835 454,641 (61,479)
Net income (loss) before income
tax
410,991 388,517 214,954 592,888 (298,184)
Net income (loss) of continuing
business units
383,164 370,329 202,152 558,021 (207,286)
Loss of suspended business unit -- -- -- -- --
Net income(loss) 383,164 370,329 202,152 558,021 (207,286)
Other comprehensive income
(Income after tax)
(174,538) (179,342) 5,560 (113,144) (34,099)
Total comprehensive income 208,626 190,987 207,712 444,877 (241,385)
Earnings(net loss) per share 1.39 1.21 0.61 1.61 (0.54)

*If the Company prepares individual financial statements, it should also prepare individual condensed balance sheets and consolidated statements of income for the last five years.

Note 1: Any year that has not been audited and certified by the accountant should be noted.

Note 2: As of the date of the annual report, the financial information of companies whose shares are listed or traded on the stock exchange should also be disclosed if they have been audited or reviewed by an accountant most recently.

Note 3: If the financial information is notified by the competent authority that it should be corrected or restated, it should be presented in the corrected or restated figures, with the circumstances and reasons stated.

(3) Name of the accountants and their audit opinion for the last five years

Name of the accountants and their audit opinion for the last five years
Year Name of the CPAs Audit opinion
2016 Liao Hongru, Wang Yanjing Unqualified opinion Add other matters
2017 YANG, CHAO-CHIN, Wang Yanjing Unqualified opinion Add other matters
2018 YANG, CHAO-CHIN, LI, CHI-CHEN Unqualified opinion Add other matters
2019 YANG, CHAO-CHIN, LI, CHI-CHEN Unqualified opinion Add other matters
2020 YANG, CHAO-CHIN, LI, CHI-CHEN Unqualified opinion Add other matters
  • 86 -

2. Financial analysis for the past five years

(1) Adoption of International financial information

1-1 Consolidated Financial Analysis

1-1 Consolidated Financial Analysis 1-1 Consolidated Financial Analysis
Year (Note 1)
Items (Note 3)
Financial analysis for the recent five years As of Mar. 31,
2021
(Note 2)
(Reviewedd by
accountant)
2016 2017 2018 2019 2020
Financial
structure
(%)
Debt to asset ratio 55.47 59.79 68.59 66.63 69.44 69.32
Long term capital to property, plant
and equipment ratio

161.44
140.44 106.82 153.51 145.82 167.20
Solvency
(%)
Current ratio 117.89 119.17 87.75 120.12 111.66 127.66
Quick ratio 75.38 72.01 52.19 72.24 68.52 78.45
Interest coverage ratio 10.34 7.37 3.26 4.24 (0.64) 3.75
Operating
capacity
Receivables turnover(times) 5.06 4.77 4.82 5.24 4.29 5.45
Average cash recoveryday 72.14 76.52 75.71 69.65 85 67
Inventoryturnover(times) 3.02 2.94 2.93 2.84 2.24 2.43
Accounts receivables turnover
(times)
8.36 8.07 9.22 10.95 8.90 9.39
Days sales outstanding 120.86 124.15 124.67 128.52 163 150
Property, plant and equipment
turnover(times)
2.35 1.77 1.60 1.77 1.41 1.65
Total asset turnover(times) 0.75 0.63 0.60 0.62 0.47 0.54
Profitability Return on assets(%) 4.74 3.77 2.41 4.43 (0.33) 2.82
Return on equity (%) 9.59 7.84 4.68 10.70 (3.53) 7.02

Pre-tax net profit to paid-in capital
ratio(%)(Note 7)
15.40 13.46 9.27 17.34 (7.59) 3.93
Netprofit ratio(%) 5.86 5.23 2.78 5.63 (2.40) 3.97
Earningsper share(NT$) 1.39 1.21 0.61 1.61 (0.54) 0.25
Cash flow Cash flow ratio(%) 9.33 (2.51) (2.92) 6.76 6.62 4.34
Cash flow adequacyratio 33.98 11.69 6.26 6.97 11.07 11.88
Cash reinvestment ratio(%) (1.49) (7.13) (10.22) 0.44 (0.16) 2.63
Leverage Operatingleverage 4.69 5.18 7.02 3.61 179.64 3.89
Financial leverage 1.11 1.19 1.83 1.35 (0.02) 1.33
Please explain the reasons for the changes in each financial ratio for the last two years. (Analysis is waived if the change is
less than 20%)
1.The negative interest coverage multiple was mainly due to the net loss for the year.
2.The increase in the number of days to collect receivables was mainly due to the fact that some orders had not yet been
charged off due to customer complaints and the decline in orders in 2020, but the average receivables were higher due to
higher order fillings at the end of 2019.
3.Inventory turnover rate decreased compared to the same period last year mainly due to the decrease in sales orders due to the
impact of the epidemic and the decrease in sales of finished goods produced, which resulted in an increase in inventory.
4.The increase in the average number of days sales was mainly due to the decrease in sales orders and the decrease in sales of
finished goods produced as a result of the epidemic, which led to the increase in the number of days sales.
5.The decrease in turnover of property, plant and equipment was mainly due to the decrease in orders and lower revenue.
6.Profitability declined to a negative level mainly due to the decline in orders due to the epidemic and the continued decline in
the U.S. dollar exchange rate, which resulted in exchange losses as U.S. dollar assets exceeded U.S. dollar liabilities.
7.The increase in cash flow fair ratio was due to higher capital expenditures for investment in Vietnam and Anqing plants in
previous years and lower inventory in the current year due to the decline in the epidemic.
8.The current negative investment ratio is due to the increase in dividendspaid duringtheyear.

If the Company prepares individual financial statements, it should also prepare analysis of individual company financial ratios.

Note 1: Any year that has not been audited and certified by the accountant should be noted.

Note 2: As of the date of the annual report, the financial information of companies whose shares are listed or traded on the stock exchange should also be disclosed if they have been audited or reviewed by an accountant most recently.

  • 87 -

1-2 Individual Financial Analysis

2 Individual Financial Analysis 2 Individual Financial Analysis
Year (Note 1)
Items (Note 3)
Financial analysis for the recent five years
2016 2017 2018 2019 2020
Financial
structure
(%)
Debt to asset ratio 42.30 49.00 60.07 58.05 65.64
Long term capital to property, plant
and equipment ratio
451.68 674.59 642.67 883.40 829.92
Solvency
(%)
Current ratio 79.94 89.03 74.91 99.73 90.78
Quick ratio 50.06 58.98 53.67 72.89 68.01
Interest coverage ratio 26.99 10.70 5.03 7.35 (1.92)
Operating
capacity
Receivables turnover(times) 6.72 6.46 6.65 6.65 4.86
Average cash recoveryday 54.29 56.48 54.89 54.92 75.12
Inventoryturnover (times) 2.96 2.95 2.97 3.07 2.11
Accounts receivables turnover
(times)
10.75 8.46 8.31 10.45 9.50
Days sales outstanding 123.14 123.72 122.90 118.95 173.32
Property, plant and equipment
turnover(times)
3.24 3.42 3.94 4.77 3.31
Total asset turnover(times) 0.50 0.38 0.35 0.35 0.22
Profitability Return on assets(%) 6.85 4.76 2.49 5.25 (0.94)
Return on equity (%) 11.52 8.03 4.31 11.28 (4.07)

Pre-tax net profit to paid-in capital
ratio(%)(Note 7)
14.80 11.61 6.42 15.42 (7.75)
Netprofit ratio(%) 13.28 11.40 5.63 13.07 (6.90)
Earningsper share(NT$) 1.39 1.21 0.61 1.61 (0.54)
Cash flow Cash flow ratio (%) 3.44 2.67 1.13 (3.91) (0.99)
Cash flow adequacyratio 31.36 24.88 17.92 7.41 (0.15)
Cash reinvestment ratio (%) (8.30) (6.42) (9.08) (7.10) (6.92)
Leverage Operatingleverage 4.57 5.17 6.26 5.88 (1.90)
Financial leverage 1.10 1.41 2.39 3.08 0.70
Please explain the reasons for the changes in each financial ratio for the last two years. (Analysis is waived if the change is
less than 20%)
1.The negative interest coverage multiple was mainly due to the net loss for the year.
2.The decrease in turnover rate of receivables was mainly due to the fact that some orders had not yet been charged off due
to customer complaints and the decline in orders in 2020, but the average receivables were higher due to higher order
fillings at the end of 2020.
3.Inventory turnover rate decreased compared to the same period last year mainly due to the decrease in sales orders due to
the impact of the epidemic and the decrease in sales of finished goods produced, which resulted in an increase in
inventory.
4.The decrease in turnover of property, plant and equipment was mainly due to the decrease in orders and lower revenue.
5.The decrease in total asset turnover was mainly due to the decrease in orders and lower revenue.
6.The decrease in the return on assets was due to the loss for the year.
7.The decrease in the return on equity was due to the loss for the year.
8.The decrease in the ratio of operating income to paid-in capital for the year was due to the net operating loss for the
year.
9.The decrease in the ratio of Pre-tax net profit to paid-up capital was due to the loss for the year.
10.The decrease in the net profit after-tax was due to the loss for the year.
11.The decrease in earnings per share was due to the impact of the epidemic, the decrease in revenue, the loss on
exchange and the increase in loss for the year.
12.The increase in the cash flow ratio was due to a higher cash outflow from the purchase of inventory due to more orders
in the previous year and a lower cash outflow in the current year due to the recovery of 108 year-end payments.
13.The decrease in cash flow equivalents is due to negative cash flow from operating activities in the past five years.
14.The decrease in the operating leverage was due to the loss for the year.
15.The decrease in the financial leverage was due to the loss for theyear.
  • If the Company prepares individual financial statements, it should also prepare analysis of individual company financial ratios.

  • Note 1: Any year that has not been audited and certified by the accountant should be noted.

Note 2: As of the date of the annual report, the financial information of companies whose shares are listed or traded on the

stock exchange should also be disclosed if they have been audited or reviewed by an accountant most recently.

  • Note 3: At the end of this table, the following calculation formula should be shown in the annual report. 1. Financial structure

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

  • 88 -

  • (2) Ratio of long term funds to property, plant, and equipment (total equity + non-current liabilities) / net worth of property, plant and equipment.

  • Solvency

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

  • (2) Quick ratio = (current assets – inventory – contract property – prepaid items) / current liabilities.

  • (3) Times interest earned ratio=net income before tax and interest expense/interest expense.

  • Operating capacity

  • (1) Account receivable turnover (including accounts receivable and notes receivable resulted from business operation) = net sales / average balance of account receivable (including accounts receivable and notes receivable resulted from business operation). (2) Days sales in account receivable = 365 / account receivable turnover. (3) Inventory turnover = cost of goods sold / average inventory. (4) Account payable turnover (including accounts payable and notes payable resulted from business operation) = operating costs / average balance of account payable (including accounts payable and notes payable resulted from business operation).

  • (5) Average days in sales = 365 / inventory turnover.

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

  • (7) Total assets turnover = net sales / average total assets.

  • Profitability

  • (1) Ratio or return on total assets = [net income + interest expense × (1 tax rate)] / average total assets. (2) Return on equity = net income / average net equity.

  • (3) Profit ratio = net income / net sales.

  • (4) Earnings per share = (net income preferred stock dividend) / weighted average stock shares issued (Note 4)

    1. Cash flow (1) Cash flow ratio = net cash flow from operating activity / current liabilities (2) Cash flow adequacy ratio = (net cash flow from operating activities within five year / (capital expenditure + inventory increase + cash dividend) within five year (3) Cash reinvestment ratio = (net cash flow from operating activity cash dividend) / (total fixed assets + long term investment + other non-current assets + working capital). (Note 5)
  • Leverage

(1) Operation balance = (net operating income operating variable cost and expense) / operating income. (2) Financial balance = operating income / (operating income interest expense). Note 4: The above formula for calculating earnings per share should be measured with special attention to the following items. 1.Based on the weighted-average number of common shares, rather than the number of shares outstanding at the end of the year. 2.The weighted-average number of shares should be calculated by considering the period of liquidity of the shares. 3.For any capital increase from earnings or capital surplus, the percentage of capital increase should be adjusted retroactively in the calculation of earnings per share for prior years and semiannual periods, without regard to the issuance period of such capital increase. 4.If the preferred shares are non-convertible cumulative preferred shares, the dividends for the year, whether paid or unpaid, should be deducted from net income after tax or increased by net loss after tax. If the preferred stock is noncumulative, the preferred stock dividends should be deducted from net income if there is after-tax profit; if there is a loss, no adjustment is required. Note 5: The above formula for calculating earnings per share should be measured with special attention to the following items. 1.Net cash flow from operating activities represents the net cash inflow from operating activities in the cash flow statement. 2.Capital expenditures represent the annual cash outflows from capital investments. 3.Increases in inventories are included only if the ending balance is greater than the opening balance, and are calculated as zero if inventories decrease at year-end. 4.Cash dividends include cash dividends on common stock and preferred stock. 5.Gross property, plant and equipment represents the total amount of property, plant and equipment before accumulated depreciation. Note 6: The issuer should distinguish between fixed and variable operating costs and operating expenses according to their nature, and where estimates or subjective judgments are involved, note the reasonableness and maintain consistency. Note 7: If the Company's stock has no par value or the par value per share is not NT$10, the calculation of the ratio of paid-in capital in the preceding paragraph is based on the ratio of equity attributable to the owners of the parent company in the balance sheet. Note 8: The Company has applied IFRSs recognized by the Financial Supervisory Commission since January 1, 2013.

  • 89 -

3. Audit Committee’s Report for the Most Recent Year

DE LICACY INDUSTRIAL CO., LTD.

Audit Committee Approval Report

The audit committee agreed and passed the resolutions of the board of directors of the company’s 2019 business report, financial statements, and loss compensation proposals, including financial statements (balance sheet, consolidated income statement, statement of changes in equity, cash flow statement) and consolidated financial statements. The report was issued by the board of directors of Deloitte Touche Tohmatsu Limited’s accountants Yang Chaoqin and Li Jizhen to audit the completion of the visa, and issued an unqualified opinion plus other paragraphs of the audit report.

The Audit Committee is responsible for supervising the company's financial reporting process.

The certified accountant visas the company's 2020 financial statements and communicates with the audit committee on the following matters:

  1. There are no major findings in the inspection scope and time planned by the certified public accountant.

  2. The certified public accountant provided the audit committee with the personnel of the accounting firm's affiliated firm subject to independence regulations, and has complied with the statement of independence in the professional ethics of accountants, and has not found other relationships that may be considered to affect the independence of accountants and other matters.

  3. The certified public accountant communicates with the audit committee on key audit matters, and the key audit matters that must be communicated in the audit report have been included in the audit report.

The company’s 2020 financial statements, business reports, and loss compensation proposals approved by the audit committee and approved by the board of directors are in compliance with relevant laws and regulations. A report is prepared in accordance with Article 219 of the Company Act.

Please verify Sincerely

DE LICACY INDUSTRIAL CO., LTD. 2021 shareholders meeting

Independent director: Huang Junren

Su Baicheng

Cai Qijun

March 15, 2021

  • 90 -

4. The most recent annual audited individual financial statements

Independent Auditors’ Report

Dear the Board of Directors and Shareholders of De Licacy Industrial Co., Ltd.

Opinion

We have audited the accompanying financial statements of De Licacy Industrial Co., Ltd (the “De Licacy Group”), which comprise the individual balance sheets as of December 31, 2020 and 2019, and the individual statements of comprehensive income, individual statements of changes in equity and individual statements of cash flows for the years then ended, and the notes to the individual financial statements, including a summary of significant accounting policies.

In our opinion, which is based on our and other accountants’ auditing results (please refer other matters section) and accompanying financial statements present fairly, in all material respects, the financial position of the De Licacy Group as of 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 and International Financial Reporting Standards (“IFRS”), International Accounting Standards (“IAS”), Interpretations of IFRS (“IFRIC”), and Interpretations of IAS (“SIC”) endorsed by the Financial Supervisory Commission (“FSC”) of Taiwan, the Republic of China (“ROC”).

Basis of Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the ROC. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Corporation in accordance with The Norm of Professional Ethics for Certified Public Accountant of the ROC, 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 Matter

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The descriptions of the key audit matter of the 2020 individual financial statements of the De Licacy Group are as follows:

As stated in Note 4-5 Inventories, Note 5 inventory obsolescence loss and Note 11 Inventories to the individual financial Statements, De Licacy inventories amounted to NT$1,371,756,000 as of December 31, 2020, which accounted for 10% of the total individual assets.

Due to the book value of inventory is significant to the overall individual financial reports, and the evaluation of dull and obsolete inventory involves significant judgment of the management, the evaluation of dull inventory is listed as a key audit item.

The accountants’ reasonable assessment of obsolete inventory is as follows:

  1. Understand and evaluate the effectiveness of the design and implementation of the internal inventory control system.

  2. Assess the year-and the inventory age, verify the accurancy of the inventory age classification, and then recalculate if it should include loss of obsolete inventory.

  3. Conduct stocktake at the end of the year and confirm and assess whether the stock is out of date or damaged.

  4. 91 -

Other Matters

The financial statements included in the individual financial statements of Deloitte Touche Tohmatsu, Inc. and its investee company. Accordingly, our opinion on the individual financial statements referred to above, which relates to the amount of the aforementioned investment and its comprehensive income and loss, was based on the audited reports of other auditors. The above investments accounted for by the equity method amounted to $46,459,000 and $96,773,000 as of December 31, 2020 and 2019 respectively, representing less than 1% and 1% of the total individual assets. The individual loss recognized under the equity method amounted to $50,314,000 and $28,489,000 for the years ended December 31, 2020 and 2019, respectively, which accounted for (21%) and (6%) of the individual total profit or loss.

Management's and Governance's Responsibility for the Individual Financial Statements

Management's responsibility is to prepare individual financial statements in conformity with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, and Interpretations and Interpretations issued by the Financial Supervisory Commission, and to maintain such internal control relevant to the preparation of individual financial statements as is necessary to enable the preparation of individual financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the individual financial statements, management's responsibility also includes assessing the ability of the Group to continue as a going concern, the disclosure of related matters, and the adoption of the going concern basis of accounting, unless management intends to liquidate the Group or cease operations, or there is no practical alternative to liquidation or discontinuation of operations.

The governance unit (Audit Committee) of the Group has the responsibility for overseeing the financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

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

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

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

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

  3. 92 -

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

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

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

  7. We have obtained sufficient and appropriate auditing evidence of the financial information of the constited entities of the Company to express our opinions on the individual financial statements. We are responsible for the guidance, supervision and execution of the Company's audits and we are responsible for providing auditing opionions with the Company.

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 2020 financial statements and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are ChaoChin Yang and Chi-Jen Lee.

Financial Supervisory Commission Securities and Futures Commission Securities and Futures Commission Authorized No. Autnorized No. Autnorized No. Jin-Kuan-Chen-Sheni-Tzu No. Tai-Tsai-Cheng-6-Tzu No. 0920123784 Tai-Tsai-Cheng-6-Tzu No. 0920123784 1060023872

Date: 19 March 2021

  • 93 -

De Licacy Industrial Co., Ltd.

Individual Balance Sheets

For the Years Ended December 31 of 2020 and 2019

code

1100

1110

1136

1150

1160

1170

1180

1200

1210

130X

1410

1470

11XX


1517

1550

1600

1755

1780

1840

1920

1915

1975

15XX

1XXX

Code

2100

2110

2120

2150

2160

2170

2180

2200

2220

2230

2280

2313

2322

2365

2399

21XX


2541

2570

2580

2630

2640

2645

25XX

2XXX

3110
3200


3310
3320
3350
3300
3400
3500
3XXX
Assets
Current Assets
Cash and Cash Equivalents(Notes 4 and 6)
Financial assets at fair value through profit and loss- current (Notes 4 and 7)
Financial assets at amortized cost-current (Notes 4, 9 and 34)
Notes receivable(Notes10 and 25)
Notes receivablerelated parties(Notes 25 and 33)
Net accounts receivable(Notes 4,10, and 25)
Accounts receivablerelated parties(Notes25 and 33)
Other receivables
Other receivables – related parties(Note 33)
Inventory(Notes 4,5, and 11)
Prepayments(Notes 16 and 33)
Other current assets(Notes17 and 27)
Total current assets
Non-current assets
Financial assets measured at fair value through other comprehensive gains and losses-
non-current (Notes 4 and 8)
Investments using the equity method (Notes 4 and 12)
Property, plant and equipment(Notes4, 13, 33, and 34)
Right-of-use assets(Notes4 and 14)
Intangible assets(Notes4 and 15)
Deferred income tax assets(Notes4 and 27)
Deposited margin(Note4)
Prepayment for equipment
Net confirmed welfare assets(Notes 4 and 23)
Total non-current assets
Total assets
Liabilitities and Equity
Current liabilities
Short-term loans (note18and 34)
Short-term notes payable (Note 18)
Financial liabilities measured at fair value through profit and loss-current (notes 4 and
7)
Notes payable (Note 19)
Notes payable-related parties (Note 33)
Accounts payable (Note 19)
Accounts payable-related parties (Note 33)
Other payables (Note 20)
Other payables-related parties (Note 33)
Current tax liabilities (Notes 4 and 27)
Lease liabilities-current (Notes 4 and 14)
Deferred income-current(Notes 4 and 21)
Long-term loans due within one year(Notes 18 and 34)
Refund liabilities-current(Notes 4 and 22)
Other current liabilities
Total current liabilities
Non-current liabilities
Long-term bank loans(Notes18 and 34)
Deferred tax liabilities(Notes4 and 27)
Lease liabilities-non-current(Notes4 and 14)
Deferred income-non-cirremt(Notes4 and 21)
Net confirmed benefit liabilities-non-current(Notes 4 and 23)
Deposit margin
Total non-current liabilities
Total liabilities
Equity (Note 24)
Common Stocks
Capital reserve
Retained surplus
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equities
Treasury stocks (Note 4)
Total equity
Total Liabilities and Equities
December 31 2020 December 31 2020 (In Thousands of New Taiwan Dollars)
December 31 2019

Amount

3
$ 470,586
4
-
11,789
-
20
2,107,673
16
-
41,203
-
-
23,568
-
3
558,588
4
1
98,226
1
-
19,803
-
4
214,220
2
10
1,294,317
10
-
30,928
-
-

53,159

1
41

4,924,060

38
-
51,294
-
50
6,917,644
53
7
909,783
7
-
20,667
-
-
93
-
2
139,601
1
-
13,142
-
-
70,736
1
-

-

-
59

8,122,960

62
100
$ 13,047,020
100
34
$ 2,745,105
21
5
429,790
3
-
2,462
-
1
77,029
1
-
26,092
-
1
112,254
1
1
103,262
1
1
197,381
2
-
26,013
-
-
-
-
-
10,183
-
-
-
-
2
1,168,000
9
-
2,789
-
-

36,863

-
45

4,937,223

38
21
2,563,886
20
-
35,949
-
-
10,604
-
-
-
-
-
22,233
-
-

4,011

-
21

2,636,683

20
66

7,573,906

58
28

3,845,657

30
6

942,169

7
2
228,353
2
3
293,042
2

1)

578,530

4
4

1,099,925

8

4)
(
401,956)
(
3)
-
(
12,681)

-
34

5,473,114

42
100
$ 13,047,020
100
Amount
$ 341,357
9,387
2,689,686
26,432
25,152
347,100
116,894
16,850
556,912
1,371,756
24,549
38,916

5,564,991

56,222
6,847,702
904,882
23,195
-
247,413
10,488
20,325
14,522

8,124,749

$ 13,689,740

$ 4,611,976
709,501
18,919
61,205
32,206
94,909
83,871
152,393
16,521
2,557
14,035
7,472
273,158
-
51,229

6,129,952

2,805,521
36,823
9,378
1,422
-
2,327

2,855,471

8,985,423

3,845,657

791,558

283,732
401,956
162,083)

523,605

456,503)

-

4,704,317

$ 13,689,740














(

(














(

(


The accompanying notes are an integral part of the individual financial statements. (Please refer to the auditors’ report of Deloitte and Touche on March 19, 2021 )

Chairman: Chia-Min Yeh, Manager:Wei-Li Yeh, Accounting Manager; Yi -nung-Yu

    • 94 - -

De Licacy Industrial Co., Ltd.

Individual Statements of comprehensive Income

For the Years Ended December 31 of 2020 and 2019

(In Thousands of New Taiwan Dollars) (Except Earnings Per Share)

Code
Operating income (Note 4, 25, and 33)
4100
Net sales revenue
4800
Other operating income
4000
Total operating income

Operating costs(Notes11, 23, 26, and 33)
5110
Cost of goods sold

5900
Gross Operating Income

5910
Unrealized loss of subsidiary and associated
companies (Note 4)

5920
Realized loss of subsidiary and associated
companies (Note 4)

5950
Gross realized operating income

Operating expenses(Notes10, 23, 26, and 33)
6100
Marketing expenses
6200
General and administrative expenses
6300
Research and development expenses
6450
Expected credit loss (Gain)
6000
Total operating expenses

6500
Net other income and expenses(Notes 26 and
33)

6900
Operating income(net loss)

Non-operating income and expenses (Notes
4,7,26 and 33)
7100
Interest income
7010
Other income
7020
Other benefits and losses
7050
Financial costs
7070
Share of losses of affiliated companies using
the equity method
7000
Total non-operating income and expenses

7900
Net profit before tax (net loss)
2020
100

-

100
93

7
-
-

7

6
4
4
1

15

-


8)

1
4

7 )

3 )
3


2)


10 )
2019
Amount
$ 3,002,049
3,591
3,005,640
2,807,286
198,354

6,405

3,815)
200,944
181,924
99,275
123,078
33,378
437,655
6

236,705)
40,280
121,553

215,109 )

102,090 )
93,887

61,479)

298,184 )
Amount
$ 4,265,141

4,235

4,269,376

3,681,229

588,147
3,815

6,909)

585,053

225,631
144,454
108,789

676)

478,198

31,392

138,247

41,760
46,925

81,265 )

93,329 )
540,550

454,641


592,888




(





(

(
(

(
(











(
(
(


(
(



(

(



(
(












(
(

100
-
100
87
13
-
-
13
5
3
3
-
11
1
3
1
1

2 )

2 )
13
11
14

(Continued)

  • 95 -

(continued from the previous page)


Code

7950
Income tax expense (benefit) (Notes 4 and
27)


8200
Net profit (net loss) for the year


Other comprehensive loss(net)
8310
Items not reclassified to profit or loss
8311
Determine the remeasurement of the benefit
plan (note 23)

8316
Unrealized appraisal gains and losses of
equity instrument investments measured at
fair value through other comprehensive gains
and losses (note 24)
8331
The equity method is used to recognize the
re-measurement of defined welfare plans of
subsidiaries and affiliated companies.
8336
The equity method is used to recognize the
unrealized gains and losses of subsidiaries
and related companies through other
comprehensive gains and losses to measure
equity instruments at fair value. (Note 24)
8349
Income tax related to items not reclassified
(Note 27)



Items that may be reclassified to profit and
loss in the future

8361
Conversion difference in the conversion of
financial statements of foreign operating
institutions (Note 24)
8380
Share of other comprehensive profits and
losses of subsidiaries and affiliates
recognized using the equity method(Note 24)
8399
Income tax related to items that may be
reclassified (Notes 24 and 27)

8360


8300
Total net comprehensive profit and loss for
the year (after tax)


8500
Total comprehensive profit and loss for the
year


Earnings per share (net loss) (Note 28)
9710
Basic

9810
Dilution
2020 %
3


7)

1

-
-
-
-

1


3 )

-

1


2)


1)


8)


2019
Amount

90,898)


207,286)


28,389
8,894
621
8,109

5,678)

40,335


88,840 )

3,362 )
17,768


74,434)


34,099)

$ 241,385)

$ 0.54)
$ 0.54)
Amount
34,867

558,021


6,144 )
30,547
685
17,628
1,229

43,945


192,082 )

3,423 )
38,416


157,089)


113,144)

$ 444,877

$ 1.61
$ 1.60
(
(

(


(
(

(
(
(
(
(

(


(


(
(
(


(


(
(

(
(


(




(


(
(

1)
13

-
1
-
-
-
1

5 )

-
1

4)

3)
10

The accompanying notes are an integral part of the individual financial statements. (Please refer to the auditors’ report of Deloitte and Touche on March 19, 2021 )

Chairman: Chia-Min Yeh, Manager:Wei-Li Yeh, Accounting Manager; Yi-nung-Yu

  • 96 -

De Licacy Industrial Co., Ltd

Individual Statements of Changes in Equity

For the Years Ended December 31, 2020 and 2019

(In Thousands of New (In Thousands of New (In Thousands of New Taiwan Dollars, Taiwan Dollars,
Except Dividends Per Share)
Retained Earnings Other Equities
Unrealized gains or losses
Exchange differences from on financial assets at fair
the financial statements of value through other
Code Common Stock Capital Surplus Legal reserve Special reserve Unappropriated Earnings foreign operatingentitities comprehensive income Total TreasuryStocks Grand Total
A1 Balance at 1 January 2019 $ 3,345,657 $ 652,962 $ 208,137 $ 280,634 $ 241,374 ( $ 294,358 ) $
1,316
( $ 293,042 )
(
$
12,681 )
$ 4,423,041
Appropriations of 2018 earnings(Note 24)
B1 Legal Reserve - - 20,216 - ( 20,216 ) - - - - -
B3 Special reserve - - - 12,408 ( 12,408 ) - - - - -
B5 Cash dividends to shareholders – NT$ 0.55per share - - - - ( 184,011 ) - - - - ( 184,011 )
C15 Cash dividends from Capital Surplus to shareholders –
NT$0.95 per share ( Note 24) . - ( 317,837 ) - - - - - - - ( 317,837 )
D1 Net income for the year ended December 31 2019 - - - - 558,021 - - - - 558,021
D3 Other comprehensive (loss) income after tax for the year
ended December 31, 2019 - - - - ( 4,230) ( 157,089) 48,175 ( 108,914) - ( 113,144)
D5 Total comprehensive (loss) income for the year ended Dec.
31 2019 - - - - 553,791 ( 157,089) 48,175 ( 108,914) - 444,877
E1 Issurance of ordinary shares for cash (Note 24) 500,000 597,987 - - - - - - - 1,097,987
M1 Dividends distributed to the subsidiary and adjust capital
surplus (Note 24) - 1,827 - - - - - - - 1,827
M5 Difference between actual acquisition of the subsidiary’s
equity price and book value - 8,710 - - - - - - - 8,710
M7 Changes equity to the Subsidiary ownership
- ( 1,480) - - - - - - - ( 1,480)
Z1 Balance at 31 December 2019 3,845,657 942,169 228,353 293,042 578,530 ( 451,447 ) 49,491 ( 401,956 )
(
12,681 ) 5,473,114
Appropriations of 2019 earnings (Note 24)
B1 Legal Reserve - - 55,379 - ( 55,379 ) - - - - -
B3 Special Reserve - - - 108,914 ( 108,914 ) - - - - -
B5 Cash dividends to shareholders - NT$1.05 per share - - - - ( 403,794 ) - - - - ( 403,794 )
C15 Cash Dividends from Capital Sueplus to shareholders-
NT$0.45 per share(Note 24) - ( 173,055 ) - - - - - - - ( 173,055 )
D1 Net loss for the year ended December 31, 2020 - - - - ( 207,286 ) - - - - ( 207,286 )
D3 Other comprehensive (loss) income after tax for the year
ended December 31, 2020 - - - - 23,332 ( 74,434) 17,003 ( 57,431) - ( 34,099)
D5 Total comprehensive (loss) income for the year ended
December 31, 2020 - - - - ( 183,954) ( 74,434) 17,003 ( 57,431) - ( 241,385)
M3 The subsidiary on liquidation (Notes 24) - 7,459 - - - 12,788 - 12,788 12,681 32,928
M5 Difference between actual acquisition of the subsidiary’s equity
price and book value (Note 12) - 675 - - - - - - - 675
M7 Changes equity to the Subsidiary ownership (Note 24) - 14,310 - - - 422 1,102 1,524 - 15,834
Q1 Disposal of equity instruments measured at fair value through
other comprehensive income (Note 24) - - - - 11,428 - ( 11,428) ( 11,428) - -
Z1 Balance on 31 December 2020 $ 3,845,657 $ 791,558 $ 283,732 $ 401,956 ( $ 162,083) ($ 512,671) $
56,168
($ 456,503) $
-
$ 4,704,317
The accompan ying notes are an integral part of the individual financial statements.
(Please refer t o the auditors’ report of Deloitte and Touche on March 19, 2021 )

Chairman: Chia-Min Yeh, Manager:Wei -Li Yeh, Accounting Manager; Yi -nung-Yu

  • 97 -

De Licacy Industrial Co., Ltd.

Individual Cash Flows Statement

For the Year Ended December 31 2020 and 2019

(in thousands of New Taiwan Dollars)

Code
Cash flow from operating activities
A10000
Income (loss) before tax this year
Adjustments for:
A20010
Income and expense:
A20100
Depreciation expenses
A20200
Amortization expenses
A20300
Expected credit loss (Gain)
A20400
Losses from financial assets and liabilities at
fair value through profit or loss
A20900
Financial cost
A21200
Interest income
A21300
Dividend income
A21900
Share-based payment cost
A22300
Share of profits and losses of subsidiaries and
affiliates using the equity method
A22500
Gains on disposal of Property, plant and
equipment
A23700
Inventory Valuation and Obsolescence Losses
A23900
Unrealized subsidiaries and associated
companies losses
A24000
Realized subsidiaries and associated companies
losses
A24100
Unrealized foreign exchange losses
A29900
Benefits from liquidation of subsidiary using
the equity method
A24500
Gains from lease amendment
A29900
Provision for (reversal) liabilities
A30000
Changes in operating assets and liabilities
A31130
Notes receivable
A31140
Notes receivable-related parties
A31150
Accounts receivable
A31160
Accounts receivable-related parties
A31180
Other receivables
A31190
Other receivables-related parties
A31200
Inventory
A31230
Prepayments
A31240
Other current assets
A32110
Decrease in financial liabilities held for trading
A32130
Notes payable
A32140
Notes payable-related parties
A32150
Accounts payable
A32160
Accounts payable-related parties
A32180
Other payables
A32190
Other payables-related parties
A32210
Deferred income-current and non-current
A32230
Other current liabilities
A32240
Net defined benefit liabilities-non-current
A33000
Cash used in operations
A33100
Interest received
A33200
Dividends received
A33300
Interest paid
A33500
Income tax paid
AAAA
Net cash used in operating activities
2020
$ 298,184 )
135,352
93
33,378
17,623
102,090

40,280 )
-
-

93,887 )

6 )
23,625

6,405 )
3,815
109,982

9,154 )

10 )

2,789 )
14,771

1,584 )
178,110

18,668 )

1,998 )

2,300 )

101,064 )
6,379
14,243

2,462 )

16,629 )
6,114

17,345 )

19,391 )

45,283 )

9,492 )
8,894
14,366

8,366)

26,462)
32,404
39,147

101,686 )

4,380)

60,977)
2019
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(

(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
$ 592,888
118,256
148

676 )
3,734
93,329

41,760 )

80 )
737

540,550 )

31,392 )
-

3,815 )
6,909
34,662
-
-
781
5,440

13,403 )

102,074 )

47,554 )

5,352 )
86,337

189,283 )
1,610

30,804 )

58 )

50,270 )

19,036 )
27,691

20,686 )
29,189

51,120 )
-
12,090

8,911)

143,023)
41,760
56,635

90,203 )

58,267)

193,098)

(continued)

  • 98 -

(continued from previous page)

code

Cash flow from investing activities
B00040
Acquisition of Amortized cost financial assets
B00060
Gains (losses) from sale of amortized
cost financial assets
B00100
Acquisition for Fair value through profit and loss
financial assets
B00200
Disposal for fair value through profit and loss
financial assets
B00010
Acquisition
for
Fair
value
through
other
comprehensive income financial assets
B00020
Sales for Fair value through other comprehensive
income financial assets
B01800
Acquisition of Investments accounted for using
Equity Method
B02300
Net Cash generated from disposal of subsidiaries
B02400
Return of shares in liquidation of investee company
in the method of equity
B02700
Acquisition of property, plant and equipment
B02800
Proceeds from disposal of property, plant and
equipment
B03700
Refundable Deposits increase
B03800
Refundable Deposits decrease
B04300
Other receivables – related parties increase
B04400
Other receivables – related parties decrease
B04500
Acquisition of intangible assets
B05500
Disposal of investing real-estate
B07100
Prepayment for equipment increase
BBBB
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
C00100
Short-term debt increase
C00200
Short-term debt decrease
C00500
Short-term bills payable increase
C00600
Short-term bills payable decrease
C01600
Payments of finance lease liabilities
C01700
Repayment of long-term debt
C03000
Deposit received increase
C03100
Deposit received decrease
C03700
Other payables- related parties increase
C03800
Other payables – related parties decrease
C04020
Repayment of the principal portion of lease
liabilities
C04500
Cash dividends
C04600
Proceeds from issurance of ordinary shares
CCCC
Net cash generared from financing activities

EEEE
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
E00100
CASH
AND
CASH
EQUIVALENTS
AT
THE
BEGINNING OF THE YEAR
E00200
CASH AND CASH EQUIVALENTS AT THE END OF
THE YEAR
2020

10,158,528 )
9,478,204

20,969 )
23,942

7,959 )
11,925

363,825 )
466,216
-

46,934 )
9,414

160 )
2,814

566,293 )
76,064
-
146,827

20,325)

969,587)
20,296,772

18,429,901 )
3,898,627

3,618,916 )
1,334,900

1,988,000 )
5,649

7,333 )
-
-

13,614 )

576,849 )
-
901,335

129,229 )
470,586
$ 341,357
2019
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(


(

(
(
(
(
(
(
(
(
(
(
(
(
(
(
(
(




17,428,866 )
17,061,233

19,539 )
10,038
-
-

598,530 )
-
88

123,727 )
26,370

4,597 )
2,160

76,064 )
77,067

112 )
-

70,736)

1,145,215)
14,977,805

14,763,431 )
3,578,715

3,628,748 )
2,983,850

2,005,325 )
9,345

7,360 )
35,000

158,653 )

9,513 )

501,848 )
1,097,250
1,607,087
268,774
201,812
$ 470,586

The accompanying notes are an integral part of the individual financial statements. (Please refer to the auditors’ report of Deloitte and Touche on March 19, 2021)

Chairman: Chia-Min Yeh, Manager:Wei-Li Yeh, Accounting Manager; Yi-nung-Yu

  • 99 -

De Licacy Industrial Co., Ltd.

NOTES TO INDIVIDUAL FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In thousands of New Taiwan Dollars, unless stated otherwise)

1.Company History

De Licacy Industrial Co., Ltd. (” the Company”) was incorporated in July 1982 and engaged in manufacturing plaid cloth, blended cloth, jacquard cloth, bubble cloth, telescopic cloth, chemical fiber cloth, polyester cotton cloth, satin and other textile manufacturing, dyeing and finishing processing and trading business.

The Company’s stock has been listed and traded on the Taiwan Stock Exchange since January 1997.

The currency used in the individual financial statements is New Taiwan Dollars.

2.APPROVAL OF FINANCIAL STATEMENTS

The individual financial statements were approved by the Corporation’s board of directors on March 15, 2021.

3.APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

(1) Initial application of the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of (IFRIC), and Interpretation announcement (SIC), (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC), which did not have any material impact on the Company’s accounting policies.

  • (2) The IFRSs endorsed by the FSC for application starting from 2021
New IFRSs
Amendment to IFRS 4 “application to IFRS 9 - temporally exemption for
extension”
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4, and IFRS 16 “Interest Rate
Benchmark
Reform – the second stage”
Amendment to IFRS 16 “COVID-19-related rent concessions”
Effective Date
Announced byIASB
Effective from issuing date
The Corporation shall apply these
amendments for annual reporting
period beginning on or after January 1,
2021.
The Corporation shall apply these
amendments for annual reporting
period beginning on or after June 1,
2020.

As of the date the financial statements were authorized for issue, the combined company continues in evaluating the impact on its financial position and financial performance as a result of the initial adoption of the related standards or interpretations. The related impact will be disclosed when the Company completes the evaluation.

  • (3) New IFRSs in issue but not yet endorsed and issued into effect by the FSC

  • 100 -

Effective Date New IFRSs Announced by IASB (Note 1) January 1 2022 (Note 2)

“Annual improvement for the 2018-2020 period” January 1 2022 (Note 2) Amendment to IFRS 3 ” Updating a Reference to the Conceptual Framework” January 1 2022 (Note 3) Amendments to IFRS 10and IAS 28 “ To be confirmed Sale or Contribution of Assets between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contract” January 1 2023 Amendments to IFRS 17 January 1 2023 Amendments to IAS 1 “Classification of Liabilities January 1 2023 as Current or Non-current” Amendment to IAS 1” Disclosure of Accounting January 1 2023(Note 6) Policies” Amendment to IAS 8 “Accounting Estimates January 1 2023(Note 7) Definitions” Amendment to IAS 16 “Property, Plant and January 1 2022(Note 4) Equipment — Proceeds before Intended Use” Amendment to IAS 37 “Onerous Contracts — Cost January 1 2022(Note 5) of Fulfilling a Contract”

  • Note1 : Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

  • Note 2: IFRS 9 Amendments will be applied to the exchange of financial liabilities or modification of terms that occur during the annual report period after January 1, 2022; IAS 41amendments "Agriculture" will be applied to fair value measures for the annual report period after January 1, 2022. IFRS 1amendments "First adoption of IFRSs" will be applied retroactively to the annual report period after January 1, 2022.

  • Note 3: The Corporation shall apply these amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020.

  • Note 4: This amendment applies to plant, property and equipment in the location and condition necessary to achieve management's intended operation mode after January 1, 2021.

  • Note 5: This amendment will be applied to contracts that have not fulfilled all their obligations as at 1 January 2022

  • Note 6: The Company shall apply these amendments postponed for annual reporting periods beginning on or after January 1, 2023.

  • Note 7: This amendment applies to changes in accounting estimates and changes in accounting policies that occur in the beginning annual report period after January 1, 2023.

As of the date of the individual financial statements were authorized for issue, the combined company is still evaluated that no significant impact on its financial position and financial performance is anticipated as a result of the initial adoption of the other standards or interpretations.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • (1) Statement of compliance

  • 101 -

The individual financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs as endorsed and issued into effect by the FSC.

  • (2) Basis of preparation

The individual financial statements have been prepared on the historical cost basis, except for financial instruments that are measured at fair value and net defined benefit liabilities (assets) recognized at the present value of the defined benefit obligation less the fair value of plan assets.

The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:

  • 1)Level 1 input is quoted prices (unadjusted) in active markets for identical assets or liabilities.

  • 2)Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

  • 3)Level 3 inputs are unobservable inputs for an asset or liability.

In the preparation of individual financial reports, the Company applies the equity method to investment subsidiaries and related enterprises.In order to make the annual profit or loss, other comprehensive profit or loss and equity of the individual financial report the same as the annual profit or loss, other comprehensive profit or loss and equity of the Company attributable to the owners of the Company in the individual financial report of the Company, a number of accounting differences on an individual basis are adjusted for the"Investment using the equity method","Profit or loss share of the subsidiaries and related companies using the equity method"and related equity items.

  • (3) Classification of current and non-current assets and liabilities

Current assets include:

  • 1) Assets held primarily for the purpose of trading;

  • 2) Assets expected to be realized within 12 months after the reporting period; and

  • 3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

Current liabilities include:

  • 1)Liabilities held primarily for the purpose of trading;

  • 2)Liabilities due to be settled within 12 months after the reporting period; and

  • 3)Liabilities for which the Company does not have an unconditional right to defer settlement for at least 12 months after the reporting period.

Assets and liabilities that are not classified as current are classified as non-current.

  • (4) Foreign currencies

In preparing the financial statements of each individual entity, transactions in currencies other than the entity’s functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss

  • 102 -

for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gain and losses are recognized directly in other comprehensive income; in which cases, the exchange differences are also recognized directly in other comprehensive income.

Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction (i.e., not recaculated).

In the preparation of individual financial reports, the assets and liabilities of foreign operating institutions (including subsidiaries and affiliates in countries in which they operate or in currencies different from the Company) are converted to NTD at the exchange rate of each balance sheet date.Income and expense loss items are converted at the average exchange rate for the period and the resulting conversion difference is recognized as other comprehensive profit or loss.

(5) Inventories

Inventories consist of raw materials, work in progress and finished goods, and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at the weighted-average cost on the balance sheet date.

(6)Investment in Subsidiaries

The Company uses the equity method to account for its investment in subsidiaries.

A subsidiary is an entity over which the Company has control.

Under the equity method, the original investment is recognized at cost, and the carrying amount of the investment after the acquisition date increases or decreases in accordance with the Company's share of earnings and other comprehensive income or loss of the subsidiary and profit distribution. In addition, changes in the Company's other equity interests in subsidiaries are recognized in proportion to the Company's ownership interest.

Changes in the Company's ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. The difference between the carrying amount of the investment and the fair value of the consideration paid or received is recognized directly in equity.

When the Company's share of loss in a subsidiary equals or exceeds its interest in the subsidiary (including the carrying amount of the subsidiary under the equity method and other long-term interests that are substantially part of the Company's net investment in the subsidiary), the loss continues to be recognized in proportion to the Company's ownership.

When control over a subsidiary is lost, the Company measures its remaining investment in the former subsidiary at fair value at the date of loss of control. The difference between the fair value of the remaining investment and the carrying amount of the investment at the date of loss of control, if any, is recognized in profit or loss for the current period. In addition, all amounts recognized in other comprehensive income or loss related to the subsidiary are accounted for on the same basis as if the Company had disposed of the related assets or liabilities directly.

Unrealized gains or losses on downstream transactions with subsidiaries are eliminated in the individual financial statements. Gains or losses resulting from counter-current and sidestream transactions with subsidiaries are recognized in the individual financial statements only to the extent that they are not related to the Company's interest in the

  • 103 -

subsidiary.

(7) Investment in affiliated companies

An affiliate is an enterprise over which the Company has significant influence but which is not a subsidiary or a joint venture.

The Company uses the equity method for its investments in affiliated companies.

Under the equity method, investments in affiliated companies are initially recognized at cost, and the carrying amount of such investments is adjusted for any subsequent increases or decreases in the Company's share of income or loss of the affiliated companies and other comprehensive income or loss and profit distribution. In addition, changes in equity in affiliated companies are recognized in proportion to the Company's ownership interest.

Gains or losses resulting from transactions with affiliates are recognized in the financial statements only to the extent that they are not related to the Company's interest in the affiliates.

(8)Property, plant, and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost less accumulated depreciation.

Property, plant and equipment in the course of construction are measured at cost. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for their intended use.

Except for freehold land which is not depreciated, the depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. If their respective lease terms are shorter than their useful lives, such assets are depreciated over their lease terms. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

  • (9)Intangible assets

1. Separately acquired

Individually acquired intangible assets with finite useful lives are initially measured at cost and subsequently measured at cost less accumulated amortization. Intangible assets are amortized on a straight-line basis over their useful lives. The Company reviews the estimated useful lives, residual values and amortization method at least at each year-end and defers the effect of changes in applicable accounting estimates.

2. Derecognition

When an intangible asset is derecognized, the difference between the net disposal price and the carrying amount of the asset is recognized in profit or loss for the year.

(10) Impairment of property, plant and equipment, right-of-use assets and intangible assets The Company assesses at each balance sheet date whether there is any indication that property, plant and equipment, right-of-use assets and intangible assets may be impaired. If any indication of impairment exists, the recoverable amount of the asset is estimated. If the recoverable amount of an individual asset cannot be estimated, the Company estimates the recoverable amount of the cash-generating unit to which the asset

  • 104 -

belongs. Shared assets are allocated to the smallest group of cash-generating units on a reasonably consistent basis.

The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, and the impairment loss is recognized in profit or loss.

When the impairment loss is subsequently reversed, the carrying amount of the asset or cash-generating unit is increased to the revised recoverable amount, provided that the increased carrying amount does not exceed the carrying amount (net of amortization or depreciation) that would have been determined had the impairment loss not been recognized in prior years. Reversal of impairment loss is recognized in profit or loss.

  • (11) Financial instruments

Financial assets and financial liabilities are recognized in the individual balance sheets when the Company becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities that are not measured at fair value through profit or loss are measured at fair value plus transaction costs that are directly attributable to the acquisition or issuance of the financial assets or financial liabilities when the financial assets or financial liabilities are recognized initially. Transaction costs directly attributable to the acquisition or issuance of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

  1. Financial assets

Regular transactions of financial assets are recognized and derecognized using trade date accounting.

  • (1) Types of measurement

The types of financial assets held by the Company are financial assets measured at fair value through profit or loss, financial assets measured at amortized cost and investments in equity instruments measured at fair value through other comprehensive income.

  • A. Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are financial assets measured at fair value through profit or loss on a mandatory basis. Financial assets at fair value through profit or loss include investments in equity instruments that are not designated as at fair value through other comprehensive income.

Financial assets at fair value through profit or loss are measured at fair value with dividends and interest recognized in other income and interest income, respectively, and gains or losses arising from remeasurement recognized in other gains and losses. For the determination of fair value, please refer to Note 32.

  • B.Financial assets carried at amortized cost

Financial assets are classified as financial assets carried at amortized cost if both of the following conditions are met

  • a. they are held within an operating model whose objective is to hold the financial assets to collect the contractual cash flows; and

  • b. the contractual terms give rise to cash flows at a specific date, which are solely payments of principal and interest on the principal amount outstanding.

  • 105 -

Financial assets carried at amortized cost (including cash and cash equivalents, receivables and refundable deposits carried at amortized cost) are measured at amortized cost using the effective interest method to determine the total carrying amount less any impairment loss after initial recognition, with any foreign currency exchange gain or loss recognized in profit or loss.

Interest income is calculated by multiplying the effective interest rate by the total carrying amount of the financial asset, except for the following two cases.

  • a. For credit-impaired financial assets acquired or created, interest income is computed by multiplying the credit-adjusted effective interest rate by the amortized cost of the financial assets.

  • b. For financial assets that are not impaired but subsequently become impaired, interest income is computed by multiplying the effective interest rate by the amortized cost of the financial assets from the next reporting period after the impairment is applied.

Credit-impaired financial assets are those for which the issuer or the debtor has experienced significant financial difficulties, defaulted, it is probable that the debtor will declare bankruptcy or other financial reorganization, or the active market for the financial assets has disappeared due to financial difficulties.

Cash equivalents include time deposits that are highly liquid, readily convertible into fixed amounts of cash and subject to an insignificant risk of changes in value within three months from the date of acquisition, and are used to meet short-term cash commitments.

  • C.Investments in equity instruments measured at fair value through other comprehensive income or loss

At initial recognition, the Company has an irrevocable option to designate investments in equity instruments that are not held-for-trading and not acquired in a business combination with contingent consideration to be measured at fair value through other comprehensive income.

Investments in equity instruments measured at fair value through other comprehensive income are measured at fair value, with subsequent changes in fair value reported in other comprehensive income and accumulated in other equity. Upon disposal of an investment, the cumulative gain or loss is transferred directly to retained earnings and is not reclassified to profit or loss.

Dividends from investments in equity instruments measured at fair value through other comprehensive income are recognized in profit or loss when the Company's right to receive them is established, unless the dividends represent a partial recovery of the cost of the investment.

  • (2) Impairment of financial assets

The Company assesses impairment losses on financial assets (including accounts receivable) measured at amortized cost at each balance sheet date based on expected credit losses.

  • An allowance for impairment is recognized on accounts receivable based on the expected credit loss over the period of the receivable. If there is no significant increase in credit risk, an allowance for loss is recognized on the basis of expected credit losses over 12 months, and if there is a significant increase, an allowance for

  • 106 -

loss is recognized on the basis of expected credit losses over the remaining period.

Expected credit losses are weighted average credit losses based on the risk of default, 12-month expected credit losses represent expected credit losses arising from possible defaults within 12 months after the reporting date and expected credit losses over the life of the financial instrument represent expected credit losses arising from all possible defaults during the expected life of the financial instrument.

For internal credit risk management purposes, the Company determines that a default on a financial asset has occurred when internal or external information indicates that the debtor is unlikely to settle the obligation, without regard to the collateral held.

An impairment loss on a financial asset is recognized by reducing the carrying amount of the financial asset through an allowance account.

  • (3) Derecognition of financial assets

Financial assets are derecognized only when the Company's contractual rights to the cash flows from the financial assets have lapsed or when the financial assets have been transferred and substantially all the risks and rewards of ownership of the assets have been transferred to other enterprises.

When a financial asset is derecognized in its entirety at amortized cost, the difference between the carrying amount and the consideration received is recognized in profit or loss. When equity instruments measured at fair value through other comprehensive income are derecognized as a whole, the cumulative gain or loss is transferred directly to retained earnings and is not reclassified to profit or loss.

  • 2.Equity Instruments

  • (1) Subsequent measurement

All of the Company's financial liabilities are measured at amortized cost using the effective interest method.

  • (2) Derecognition of financial liabilities

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

  1. Derivative instruments

Derivatives are exchange rate swaps entered into by the Company to manage the Company's exposure to exchange rate risk.

Derivatives are initially recognized at fair value at the time the derivative contracts are entered into and subsequently remeasured at fair value at the balance sheet date, with gains or losses arising from subsequent measurements recognized directly in profit or loss. When the fair value of a derivative is positive, it is recorded as a financial asset; when the fair value is negative, it is recorded as a financial liability.

  • (12)Treasury stocks

The carrying value of the parent company's stock held by a subsidiary is based on the carrying value of the investment in the parent company when the subsidiary becomes a subsidiary.

(13)Provision for Liabilities

The amount recognized as a provision for liabilities is the best estimate of the amount required to settle the obligation at the balance sheet date, taking into account the risks and uncertainties of the obligation. The provision for liabilities is measured as the discounted

  • 107 -

value of the estimated cash flows from the settlement of the obligation.

  • (14)Revenue Recognition

After recognizing performance obligations under customer contracts, the Company allocates the transaction price to each performance obligation and recognizes revenue when each performance obligation is satisfied.

Merchandise Sales Revenue

Revenue from merchandise sales is derived from sales of long- and short-staple fibers. The Company recognizes revenue and accounts receivable at the point when the customer has the right to set the price and use of the products and has the primary responsibility to re-sell the products, as well as the risk of obsolescence.

Therefore, the Company does not recognize revenue at the time of material removal.

(15)Leases

The Company assesses whether the contract is a lease at the contract inception date.

  1. The Company is the lessor

A lease is classified as a finance lease when the terms of the lease transfer substantially all the risks and rewards incidental to ownership of the asset to the lessee. All other leases are classified as operating leases.

Lease payments under operating leases are recognized as income on a straight-line basis over the term of the relevant lease. The original direct costs incurred in acquiring an operating lease are added to the carrying amount of the underlying asset and recognized as an expense over the lease term on a straight-line basis.

  • 2.The Company is the lessee

Right-of-use assets and lease liabilities are recognized at the lease commencement date for all leases, except for leases of low-value subject assets to which recognition exemptions apply and short-term leases where lease payments are recognized as expenses on a straight-line basis over the lease term.

Right-of-use assets are measured initially at cost (including the original measurement of the lease liability, lease payments made prior to the lease commencement date less lease incentives received, original direct cost and estimated cost of restoration of the subject asset) and subsequently measured at cost less accumulated depreciation, with adjustments for remeasurement of the lease liability. Right-of-use assets are presented separately in the individual balance sheets.

Right-of-use assets are depreciated on a straight-line basis from the commencement date of the lease to the earlier of the end of the useful life or the end of the lease term.

Lease liabilities are measured initially at the present value of the lease payments (which are fixed payments). If the interest rate implied by the lease is readily determinable, the lease payments are discounted using that rate. If the interest rate is not readily determinable, the lessee's incremental borrowing rate is used.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, and interest expense is allocated over the lease term. If a change in the lease term results in a change in future lease payments, the Company remeasures the lease liability and adjusts the right-of-use asset accordingly, but if the carrying amount of the right-of-use asset is reduced to zero, the remaining remeasurement amount is recognized in profit or loss. Lease liabilities are presented separately in the individual balance sheets

  • 108 -

(16)Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of an eligible asset are included as part of the cost of the asset until substantially all activities necessary to bring the asset to its intended use or sale condition have been completed.

Investment income earned on specific borrowings that are temporarily invested prior to the incurrence of qualifying capital expenditures is deducted from the cost of borrowings eligible for capitalization.

Except as described above, all other borrowing costs are recognized in profit or loss in the year in which they are incurred.

  • (17) Government Grants

Government grants are recognized only when there is reasonable assurance that the Company will comply with the conditions attached to the government grant and that the grant will be received.

Government grants related to revenue are recognized in other income on a systematic basis over the period in which they are intended to compensate the Company for the related costs recognized as expenses. Government grants that are contingent upon the Company's acquisition, construction or other acquisition of non-current assets are recognized as deferred revenue and are transferred to profit or loss on a reasonable and systematic basis over the useful lives of the related assets.

Government grants are recognized in profit or loss in the period in which they become receivable if they are intended to compensate for expenses or losses already incurred or to provide immediate financial support to the Company and have no future related costs.

  • (18) Employee benefits

  • 1.Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.

2.Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Group’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

  • (19)Taxation

Income tax expense is the sum of current income tax and deferred income tax.

  • 109 -

1) Current tax

Current income (loss) is determined by the regulations of each jurisdiction in which the Company files income tax returns and is used to calculate the amount of tax payable (recoverable).

Income tax on undistributed earnings is recognized in the year when the shareholders'

meeting is held.

Adjustments to prior years' income tax payable are included in the current period's income tax.

2) Deferred tax

Deferred tax is calculated on temporary differences between the carrying amounts of

assets and liabilities and the tax bases used to compute taxable income.

Deferred tax liabilities are generally recognized for all taxable temporary differences, while deferred income tax assets are recognized to the extent that it is probable that taxable profit will be available against which the temporary differences and loss carryforwards can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and affiliates, except where the Company can control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets are recognized for deductible temporary differences associated with such investments only to the extent that it is probable that sufficient taxable income will be available to allow the temporary differences to be realized and to the extent that reversal is expected in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the asset to be recovered. Deferred tax assets are reviewed at each balance sheet date and the carrying amount is increased to the extent that it is more likely than not that sufficient tax assets will be available to allow recovery of all or part of the assets.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the liability is settled or the asset is realized, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences of the manner in which the Company expects to recover or settle the carrying amounts of its assets and liabilities at the balance sheet date.

3) Current and deferred taxes

Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity; in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of The combined companys’ accounting policies, management is required to make judgments, estimations, and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are

  • 110 -

considered relevant. Actual results may differ from these estimates.

The Company considers the economic impact of the COVID-19 outbreak as a significant accounting estimate, and management reviews the estimates and underlying assumptions on an ongoing basis. If a revision of an estimate affects only the current period, it is recognized in the period in which the estimate is revised; if a revision of an accounting estimate affects both the current and future periods, it is recognized in the period in which the estimate is revised and in future periods.

Key sources of estimation and assumed uncertainty – slow-moving inventory losses Inventory is based on the age of the stock to assess its sluggish situation, and based on historical experience to estimate the proportion of its proposed impairment amount, as the basis for assessing the loss of inventory sluggish. If future actual inventory impairment is higher than expected, significant losses may be incurred.

6.CASH AND CASH EQUIVALENTS

ASH AND CASH EQUIVALENTS
Cash on hand, turnover
Bank cheques and demand deposits
Cash Equivalents (Investments with an
original Expiry Date of less than 3 months)
Time Deposit
31 December 2020
$ 410
340,947
-
$341,357
31 December 2019
$ 476
110,350
359,760
$470,586

The annual interest rate on cash equivalents of December 31, 2019 was 2.25%.

7. Financial Instruments at fair value through profit and loss.

Financial assets - current
Mandatory measurement at fair
value through profit or loss
Non-derivative financial assets
Domestic listed (over-the-
counter) stocks
Fund beneficiary certificates
Financial liabilities - current
Held for trading
Derivative instruments (not
designated as hedges)
Exchange rate swap contracts
(Note)
December31 2020
$ -
9,387
$ 9,387
$ 18,919
December31 2020
$ -
9,387
$ 9,387
$ 18,919
December31 2019 December31 2019

$ $
$ 3,200
8,589
$ 11,789
$ 2,462

$

$

(Note) Exchange rate swap contracts not subject to hedge accounting and outstanding at the balance sheet date were as follows:

December 31, 2020

December 31, 2020
Category
Foreign exchange swap
contract
Currencies

NTD to USD
Expiration Period
2021.01.28
2021.06.21
Contract Amount(in 1,000 dollars)
NTD 588,807/USD 20,000
  • 111 -

December 31, 2019

Contract Amount (in 1,000 Category Currencies Expiration Period dollars) Foreign exchange swap NTD to USD 2020.02.07 NTD 278,730/USD 9,200 contract 2020.03.17

The Company engages in exchange rate swaps mainly to hedge the risk of foreign currency assets and liabilities arising from exchange rate fluctuations.

The financial assets and liabilities at fair value through profit or loss incurred valuation losses of $23,795,000 and $3,179,000 for the years ended December 31, 2020 and 2019, respectively, are included in other gains and losses in the individual individual statements of income.

8.Financial assets – Equity instrument investment at fair value through other comprehensive profit or loss

December 31, 2020 December 31, 2019 Investments in equity instruments - non-current Domestic Investment Private shares of listed companies Private common shares of Chia Her Industrial Co., Ltd. $ 56,222 $ 51,294

In July 2013, the Company subscribed 13,980,000 shares (2,266,000 shares after capital reduction, 2.764% shareholding) of the private placement common stock of Chia Her Industrial Co. at NT$1.43 per share, totaling NT$19,991,000. Although the aforementioned shareholding has passed the three-year lock-up period, the past profit situation of Chia Her ndustrial Co. However, the Company is still unable to complete the public offering because its past profits do not meet the requirements for listing.

The Company has invested in the private placement of common stock of Chia Her Industrial Co. for medium and long-term strategic purposes and expects to make profits from the long-term investment. The Company's management believes that it would be inconsistent with the aforementioned long-term investment plan to include short-term fair value fluctuations of these investments in profit or loss, and has therefore elected to designate these investments as measured at fair value through other comprehensive income.

9.Financial assets at amortized cost

Current
Domestic Investment
Pledged Demand Deposit
Pledged Time Deposit (1)
(1)Time Deposit interest rate range
December 31,2020
$302,193
2,387,493
$ 2,689,686
0.07%0.6%
December 31,2019
$ 7

2,107,666
$ 2,107,673
0.13%2.5%
  • (2)For information on pledges of financial assets measured at amortized cost. (see Note 34)

  • (3)The Company invests only in liability instruments with low credit risk as assessed by the impairment. The Company considers the historical default loss rate and the outlook of the industry in which it operates to measure the expected credit loss over 12 months or the

  • 112 -

expected credit loss over the life of the investment in liability instruments. As the debtor has low credit risk and sufficient ability to settle the contractual cash flows, no expected credit loss has been recorded against financial assets at amortized cost as of December 31, 2020 and 2019.

10. Notes Receivable, Net Accounts Receivable, and other Accounts Receivable

(1)Notes Receivable

Notes receivable of The combined company are all business-related.

No overdue notes receivable of The combined company on 31 December 2020 and 2019 , thus no allowance was made for losses.

(2)Accounts Receivable

Accounts Receivable
At amortized cost
Total book value
Less: allowance for the losses
December31,2020
$ 397,203
50,103
$ 347,100
December31,2019
$575,395
16,807
$558,588

The average credit period for merchandise sales is 60 days and accounts receivable are non-interest bearing. To mitigate credit risk, the Company's management assigns a dedicated team to determine credit limits, approve credit facilities and other monitoring procedures to ensure that appropriate actions are taken to collect overdue accounts receivable. In addition, the Company reviews the recoverable amounts of accounts receivable on a case-by-case basis at the balance sheet date to ensure that appropriate impairment losses have been recorded for uncollectible accounts receivable. Accordingly, the Company's management believes that the Company's credit risk has been significantly reduced.

The Company recognizes an allowance for losses on accounts receivable based on expected credit losses over the period of time. The expected credit loss for the duration of the period is calculated using an allowance matrix, which takes into account the customer's past default history and current financial condition. Since the Company's credit loss history shows that there is no significant difference in loss patterns among different customer groups, the allowance matrix does not further differentiate between customer groups and only uses the number of days that accounts receivable are open to determine the expected credit loss rate.

If there is evidence that the counter-party is in serious financial difficulty and the Company cannot reasonably expect to recover the amount, for example, if the counter-party is in liquidation, the Company directly eliminates the related accounts receivable, but continues to pursue recovery activities, as the amount recovered is recognized in profit or loss.

The Company measured the allowance for losses on accounts receivable based on the provision matrix as follows:

December 31, 2020


Expected credit loss rate
Total carrying amount
Allowance for losses
(expected credit losses
during the continuance
period)
Amortized cost
Less than 90 days
0%
$ 322,912
-
$ 322,912
90-180 days
5%
$ 25,461
(
1,273 )

$ 24,188
180-365 days
100%
$ 17,988
(
17,988 )
$-
365 days above
100%
$ 30,842
(
30,842 )
$ -
Total
-
$ 397,203
(
50,103 )
$ 347,100
  • 113 -

December 31, 2019


Expected credit loss rate
Total Carrying amount
Allowance for losses
(expected credit losses
during the continuance
period)

Amortized cost
Less than 90 days
0%
$ 505,220


-


$ 505,220

90-180 days

2%
$ 36,102
(
553 )


$ 35,549
180-365 days 365 days above
48%
$ 25,962
(
12,469 )


$ 13,493

Total



47%
$ 8,111
(
3,785 )


$ 4,326
-
$ 575,395
(
16,807 )

$ 558,588

Information on the changes in the allowance for losses on accounts receivable is as follows

receivable is as follows
Beginning Balance
(Reversal) of impairment loss
for the year
Actual write-off for the year
Ending Balance
2020
$ 16,807
33,378
82)
$ 50,103
2019

(

(

$ 17,483

676 )
-
$ 16,807

11. Inventory

Finished Goods
Work-in-progress
Raw materials
December 31,2020
$ 922,188
268,596

180,972
$ 1,371,756
December 31,2019 December 31,2019




$ 857,714
278,862
157,741
$ 1,294,317

The nature of cost of goods sold is as follows

2020
2019
Cost of goods sold
$ 2,734,293
$ 3,674,396
for loss and market price decline and
obsolete and slow-moving inventories
23,625
-
Unallocated Manufacturing Costs (Note)
49,874
4,563
Others
(
506)

2,270
$ 2,807,286
$ 3,681,229
Note: Unallocated manufacturing costs include expenses related to the shutdown period
to the impact of the COVID-19 outbreak.
Investments by using the equity method
December 31,2020
December 31,2019
Investment in subsidairy
$ 6,736,290
$ 6,917,644
Investment in affiliated companies

111,412

-
$ 6,847,702
$ 6,917,644
2020
2019
Cost of goods sold
$ 2,734,293
$ 3,674,396
for loss and market price decline and
obsolete and slow-moving inventories
23,625
-
Unallocated Manufacturing Costs (Note)
49,874
4,563
Others
(
506)

2,270
$ 2,807,286
$ 3,681,229
Note: Unallocated manufacturing costs include expenses related to the shutdown period
to the impact of the COVID-19 outbreak.
Investments by using the equity method
December 31,2020
December 31,2019
Investment in subsidairy
$ 6,736,290
$ 6,917,644
Investment in affiliated companies

111,412

-
$ 6,847,702
$ 6,917,644
2019

Investment in subsidairy
Investment in affiliated companies


Note: Unallocated manufacturing costs include expenses related to the shutdown period due to the impact of the COVID-19 outbreak.

12. Investments by using the equity method

  • 114 -

(1)Investment in subsidairy

vestment in subsidairy
Unlisted public and OTC companies
De Licacy (Samoa) Holding Company
De-Fa International Industrial Co., Ltd.
View Best Global Limited
Chadex Industrial Co., Ltd.
British Virgin Islands De Licacy BVI
Holdings Limited
Tung Ming Textile Co., Ltd.
Lucky Unique Enterprise Co., Ltd.
De Kao Trading Co., Ltd.
De Licacy (Samoa) Holding Company
De-Fa International Industrial Co., Ltd.
View Best Global Limited
Chadex Industrial Co., Ltd.
British Virgin Islands De Licacy BVI
Holdings Limited
Tung Ming Textile Co., Ltd.
Lucky Unique Enterprise Co., Ltd.
De Kao Trading Co., Ltd.
December 31,2020
December 31,2019
$ 3,393,211
$ 2,996,495
49,709
65,462
41,053
41,637
239,702
234,874
3,012,615
3,063,449
-
209,427
-
296,499
-

9,801
$ 6,736,290
$ 6,917,644
Percentage of ownershipand votingrights
December 31,2020
December 31,2019
100%
100%
100%
100%
100%
100%
55.06%
50.41%
100%
100%
-
91.28%
-
59
-
60


December 31,2020
100%
100%
100%
55.06%
100%
-
-
-
  1. The Company increased its investment in De Licacy (Samoa) Holiday company by $320,241,000 (US$11,059,000) and $137,228,000 (US$4,440,000) in 2020 and 2019, respectively.

  2. The Company increased its investment in View Best Global Limited (100% owned) by $15,622,000

  - (US$540,000) in February 2020, mainly for the purpose of lending funds to ATAGO Vietnam (30% owned) for its operations.
  1. In 2020, the Company acquired 4.65% of the shares of Chgdex from an unrelated party for $21,329,000, resulting in an increase in shareholding from 50.41% to 55.06%. The Company increased capital surplus by $675,000 for the difference between the actual acquisition price and the carrying value.

  2. 4.Our company increased its investment in Delicacy Holding Company by NTD 427,638 thousand (US$13,600,000) in 2010 to indirectly invest in De Shen (Cayman) Holdings Co., Ltd and Vietnam De Licacy Industrial Co.,. As of December 31, 109, its indirect investment in Vietnam De Licacy Industrial Co., in Company was funded. Among them, 106,060 thousand U.S. dollars has been checked by the Investment Review Committee of the Ministry of Economic Affairs.

    1. On January 14, 2020, the Board of Directors approved the purchase of 1.22% of the shares of Lucky Unique Enterprise co., Ltd from its subsidiary Tung Ming Company for $6,633,000, which increased its shareholding from 59.7% to 60.92%; on March 12, 2020, the Board of Directors approved the sale of 60% of the shares of De Kac Trading Co., Ltd. for $12,000,000; and on March 20, 2020, the Board of Directors approved the sale of 60% of the shares of Teco to Phuoc Phat Company for $12,000,000. On April 20, 2020, the board of directors approved the sale of 91.28% of the equity interest in Tung Ming to Lucky Unique Enterprise co., Ltd for $258,989,000; and on June 19, 2020, the board of directors approved the sale of 35.94% of the equity interest in Lucky Unique Enterprise co., Ltd to a non-affiliate for $195,227,000, resulting in a reduction of the shareholding to 24.98%. The transaction price was determined with reference to the valuation report of Chang Xin Asset Consulting Co., Ltd., an independent consultant of the unrelated party, on March 31, 2020. The remaining investment was recognized as investment in affiliated companies at fair value on the date of loss of control, see Note 13 and Note 32 to the Consolidated Financial Statements for 2020.

    2. For the changes in the percentage of ownership and items of stockholders' equity resulting from various equity transactions, see Notes 12 and 33 to the Company's 2020 consolidated financial statements. For the details of the Company's indirectly held investment subsidiaries, see Note 38.

      • The shares of income and other comprehensive income of the subsidiaries using the equity method in 2020 and 2019 are recognized based on the audited financial statements of each subsidiary for the same periods.
  3. (2)Investment in affiliated companies- significant afflicated companies-December 31, 2020

  4. 115 -

Amount Lucky Unique Enterprise Co., Ltd. $ 111,412

As of December 31, 2020, the Company's percentage of hareholding and voting rights in Lucky Unique Enterprise Co. is 24.98%.

For the business nature, principal place of business and country information of the company registration of the above-mentioned related enterprises, please refer to the Schedule 7" Information of the invested company, location...and other related information".

13.Property, plant and equipment

The schedule of changes in property, plant and equipment for the years ended December 31, 2020 and 2019 is shown in Schedule 11.

Owned land includes a portion of the Company's plant (with a carrying value of $23,507,000), which is agricultural land and is temporarily registered in the name of others, but the agricultural land has been pledged to the Company.

The Company’ property, plant and equipment were assessed in 2020 and 2019, there is no indication of impairment.

Depreciation expense is provided on a straight-line basis over the following useful lives. :

Depreciation expense is provided on a straight-line basis over the following useful
Land improvements 3 to 40 years
Buildings
Plant main buildings 20 to 55 years
Mechanical and power equipment 5 to 40 years
Engineering System 3 to 55 years
Others 2 to 25 years
Machinery 2 to 25 years
Transportation equipment 3 to 6 years
Other equipment 2 to 25 years

For the amount of property, plant and equipment pledged as security for loans by The combined company, see Note 34.

14.Lease Agreement

(1)Right-of-use asset

Right-of-use asset
Costs
January 1 2019balance

Additions

December 31, 2019 balance


Accumulated depreciation

January 1 2019 balance

Depreciation

December 31, 2019balance


December 31, 2019 net


Costs
January 1, 2020 balance

Additions

Decrease
Buildings

$ 3,084
24,818

$ 27,902

$ -
7,685

$ 7,685

$ 20,217

$ 27,902

16,662

3,084)
Transportation
Equipment
$ 2,106

-

$ 2,106

$ -

1,656

$ 1,656

$ 450

$ 2,106

416
(
2,106)
Total













(









(









(
$ 5,190
24,818
$ 30,008
$ -
9,341
$ 9,341
$ 20,667
$ 30,008

17,078

5,190)
  • 116 -
Buildings Buildings Transportation Transportation Transportation Total
Equipment
December 31, 2020 balance $ 41,480
$ 416 $ 41,896
Accumulated depreciation
January 1, 2020 balance $ 7,685 $ 1,656 $ 9,341
Depreciation 12,808 508 13,316
Decrease ( 1,850 )
( 2,106 )
(
3,956)
December 31, 2020 balance $ 18,643
$ 58 $ 18,701
December 31, 2020 net
$
22,837
$ 358 $ 23,195
(2)Lease liabilities
December 31, 2020 December 31,2019
Lease liabilities carrying amount
Current $ 14,035 $ 10,183
Non-current $ 9,378 $ 10,604
Buildings $ 23,054 $ 20,334
Transportation Equipment 359 453
$ 23,413 $ 20,787
The discount rate range of the Lease liabilities is as follows:
December 31, 2020 December 31,2019
Buildings 1.53%1.68% 1.34%1.53%
Transportation Equipment 1.45% 1.34%
(3)Other leasing information
2020 2019
Short-term leasing expense $ 1,680 $ 4,211
Total cash used in leasing ($ 15,294 ) ( $ 13,724)

The discount rate range of the Lease liabilities is as follows:

The Company has elected to apply the exemption from recognition to leases of office premises and plant that qualify as short-term leases and does not recognize the related right-of-use assets and lease liabilities for these leases.

these leases.
All commitments under leases with lease periods beginning after the balance sheet date are as follows.
December 31,2020 December 31,2019
Lease Commitment $ 490 $ 610

15.Other Intangible Assets

For computer software licenses, the changes are as follows:

Costs
Beginning balance
Single acquisition
Expiry Derecognition
Ending balance
Accumulated amortization
Beginning balance
Amortization fee
Expiry Derecognition
Ending balance
Ending net
2020
$ 945
-
945)
$ -
$ 852
93
945)
$ -
$ -
2019

(


(


(


(

$ 1,974
112
1,141)
$ 945
$ 1,845
148
1,141)
$ 852
$ 93

Amortization fee is accrued on a straight-line basis over one year of useful life for the above assets.

  • 117 -

16.Prepayments

Prepayments
Prepayment for purchases
Prepayment for plating fee
Others
Other current assets
Income tax refund receivable.
Input Tax
Office supplies
December 31,2020
$ 11,419
4,090

9,040
$ 24,549
December 31,2020
$ 35,966
1,097

1,853
$ 38,916
December 31,2019
$ 10,251
5,837

14,840
$ 30,928
December 31,2019




$ 46,952
3,696
2,511
$ 53,159

17.Other current assets

18. Loan

  • (1)Short-term loan
t Tax
ce supplies
n
Short-term loan
1,097

1,853

$ 38,916
3,696

2,511
$ 53,159
3,696

2,511
$ 53,159
Securred loan (see Note 34)
Bank loan
Unsecured loan
Bank loan by line of credit
December 31,2020
$ 2,677,000

1,934,976
$ 4,611,976
December 31,2019




$ 843,700
1,901,405
$ 2,745,105

The annual interest rates of bank loans ranged from 0.79% to 1.41% and 0.97% to 1.50% on December 31, 2020 and 2019, respectively.

  • (2)Short-term notes payable
Short-term notes payable
Commercial Paper Payable
Less: Discount on short-term
notes and bills payable
December 31,2020
$ 710,000

499
$ 709,501
December 31,2019




$ 430,000
210
$ 429,790

Outstanding short-term notes and bills payable are as follows:

December 31, 2020

December 31, 2020
Guarantor/Acceptance Agency
Face amount
$ 50,000
100,000
50,000
50,000
50,000
50,000
50,000
50,000
260,000

$ 710,000
Discount
amount
Carrying
amount
Interest rate
collars(%)
Name of
collateral
Collateral
Carrying
amount
Commercial Paper Payable
Grand Bills Finance Corp.

Taiwan Cooperative Bills Finance Corp.
China Bills Finance Corp.
Mega Bills Finance Co. Ltd.
Dah Chung Bills Finance Corp.
Da Ching Bills Finance Corp.
Taiwan Finance Corp.
International Bills Finance Corp.
O-Bank













$ 20

133

3

5

41

81

28

5
183

$ 499









$ 49,980

99,867

49,997

49,995

49,959

49,919

49,972

49,995
259,817
$ 709,501

0.500

0.902

0.400

0.852

0.850

1.040

1.140

0.650
0.330
none
none
none
none
none
none
none
none
none
$ -
-
-
-
-
-
-
-
-
  • 118 -

December 31, 2019

December 31, 2019
Guarantor/Acceptance Agency
Face amount Discount
amount
Carrying
amount
Interest rate
collars(%)
Name of
collateral
Collateral
Carrying
amount
$ 50,000
100,000
50,000
50,000
50,000
30,000
50,000
50,000






$ 430,000




(3)Long-term bank loans

1.Bank Guarantees and Credit Loan

Guaranteed Loans
Bank loan


Unsecured loan
Bank line of credit
loans

Bank line of credit
loans

Bank line of credit
loans

Bank line of credit
loans

Less: classified as
the part due
within one
year
ExpiryDate
2020.03.30
2020.08.12

2024.08.15

2022.01.19
2025.03.20

2026.05.15
2029.07.09

2015.08.21
2029.11.12

2025.10.08
Significant Terms
The principal is repaid at a time when it is due.

From September 2021, average amortization of
principal in 36 installments.
Since July 2017, the principal has been amortized on
an average half-year basis. This loan is intended to
remit the capital required to set up the Vietnam
plant in the investment share capital.

From April 2022, the principal will be repaid in
average monthly installments.

The principal will be repaid in equal monthly
installments beginning in September 2021.

The average monthly principal repayment has been
made since November 2021.


December
31 2020
December
31 2019







$ -
12,000
240,000
250,000
293,400

88,000

883,400
97,158


$ 786,242








$1,128,000

-
100,000
235,000
73,500

-
1,536,500
1,168,000

$ 368,500

The interest rates on December 31, 2020 ans 2019 were 0.21% to 1.5% and 0.21% to 1.74%,. respectively

2.Bank Syndications signed on February 13 2019

On February 13, 2019, the Company entered into a syndicated credit agreement with a syndicate of banks for a total amount of NT$2,200,000,000, the purpose of which is to repay loans from financial institutions and to replenish medium-term operating revolver.

As the financial ratios in the consolidated financial statements for the second quarter of 2020 and FY of 2020 did not meet the requirements of the loan agreement, the Company applied to the

  • 119 -

syndicated credit syndicate for a waiver of the financial ratios in the 2020 semi-annual and annual reports and for a new guarantee line of NT$800,000,000 (Item B) for the issuance of commercial paper (the total amount of Item A and Item B to be utilized shall not exceed the total credit line of NT$2,200,000,000), and the first supplementary contract was signed on November 30, 2020.

Terms and Conditions


Iteam A

Iteam B (Commercial Paper
Guarantee)

Less: As part of a one-year
maturity
Line of Credit
$ 2,200,000
800,000

$ 3,000,000
Used A m ount
December
31 2019
$ 2,200,000
-



2,200,000
-

$ 2,200,000
Credit Period

From the date of first use to the
date of expiration of 5 years
From the date of first use to the
date of expiration of 5 years.
Annual
interest
rate
1.797%
0.85%
Credit granting
method
December
31 2020
$ 1,400,000
799,932

2,199,932
176,000

$ 2,023,932









Should not be
revolving use
Revolving use is
allowed.

Settlement method

  • Item A:The 30-month maturity date from the first drawdown date (21 February 2019) will be the first installment. Thereafter, the outstanding principal balance of Item A will be amortized in six installments at a rate of six installments. Of these, 8 per cent were amortized for the first to fifth installments and 60 per cent for the sixth installment. However, if the date of amortization of the balance of principal for any period as set out in the foregoing manner will be later than the final maturity date, the final maturity date shall be the amortization date of the principal for that period.

  • Item B:The full payment obligation shall be fulfilled on the maturity date of the commercial promissory note at the face amount as scheduled, and the first installment shall expire 30 months from the date of the first use, and thereafter the amount shall be reduced in six installments at a rate of one every six months. Among them, the first to the fifth phase of the amortization and decrement of 8%, the sixth phase of the amortization and decrement of 60%.

Financial Ratios

During the term of this contract, the Company's individual financial statements shall maintain the ratios shown below:

  • A.Current Ratio (Current Assets/(Current Liabilities - Dividends payable)) ︰ shall not be less

  • than one

hundred percent (100%) (Inclusive).

  • - -

  • B.Liabilities Ratio:(Total Liabilities Dividends Payable Bank loans secured by full certificates of

  • deposit)/Net of tangibles: shall not be higher than two hundred percent (200%) (inclusive) 。

  • C.Interest covers multiplier ((Net income before tax + Finance costs + Depreciation + Amortization)/ Amortization)/Finance costs): 6 times (inclusive) above.

    • D.Net of Tangibles (Equity(include minor shareholdings) - Intangible Assets + Dividends

    • payable):

No less than NT$4.5 billion (inclusive)

The combined company's pledges to secure long-term loans are described in Note 34.

19.Notes Payable and Accounts Payable

(1) Notes Payable

es Payable and Accounts Payable
Notes Payable
Notes Payable
Occurrence due to business
Occurrence due to nonbusiness –
purchase of Property, Plant and
Equipment
December 31,2020
$ 59,983

1,222
$ 61,205
December 31,2019




$ 76,612
417
$ 77,029
  • 120 -

(2)All accounts Payable for business.

  • (3)The combined company has a financial risk management policy to ensure that all payables are repaid within the prearranged credit terms.

20.Other accounts payable

Other accounts payable
Payroll payable, bonus, Remuneration
for Employees and Directors
Payroll payable, bonus, Remuneration
for Employees and Directors
Utilities Payable
Commission Payable
Transportation fee payable
Leave Payable
Equipment Payable
Others
December 31,2020
$ 36,379
25,096
13,868
8,662
7,768
3,696
924

56,000
$ 152,393
December 31,2019




$ 49,348
40,032
21,166
14,871
10,337
6,018
734
54,875
$ 197,381

21.Deferred income

This represents government subsidies from environmental improvement projects, energy conservation projects and production line technology renovation, which has been recorded as deferred income and transferred to profit or loss over the useful lives of the related assets of 7 to 14 years.

assets of 7 to 14 years.
Current
Noncurrent
December 31,2020

$ 7,472
$ 1,422

22.Refund Liability

efund Liability
Beginning balance

Current year provision (reversal) of
refund liability

Ending balance
2020
$ 2,789
2,789)
$ -
2019

(


$ 2,008
781
$ 2,789
  • 23.Post-employment benefit plan

(1) Defined contribution plan

The Labor Pension Act, which is a defined post-employment contribution plan administered by the government, is applicable to The Company and its domestic subsidiaries, and contributes 6% of employees' monthly salaries to the individual accounts of the Labor Insurance Bureau.

(2) Defined benefit plan

The pension plan of The combined company and its domestic subsidiaries under the Labor Standards Act in Taiwan is a government-administered defined benefit pension plan. The employees' pension payments are based on the average salary for the six months prior to the date of approved retirement. The Company contributes 2% to 4% of the employees' monthly salaries to the pension fund, which is deposited in the name of the Labor Pension Fund Supervisory Committee in a special account in the Bank of Taiwan. If the balance of the special account is not sufficient to pay the employees who are expected to meet the

  • 121 -

retirement requirements in the following year before the end of the year, the difference will be withdrawn in one lump sum by the end of March of the following year. The management of the special account is entrusted to the Bureau of Labor Funds, Ministry of Labor, and The combined company has no right to influence the investment management strategy.

The amounts of defined benefit plan included in the individual balance sheets are shown below:

shown below:
Defined benefit obligation current value
Plan assets at fair value
December 31,2020
$ 176,026
(
190,548)
($ 14,522)
December 31,2019

(
(

(
$ 235,314

213,081)
$ 22,233

Net defined benefit liabilities changes:

Net defined benefit liabilities changes:

January 1, 2019

Current Service Costs
Interest expense(income)

Recognized in profit or loss

Re-measurement
Plan Assets remuneration (In addition to the amount
included in net interest)
Actuarial losses
Changes in demographic assumptions
Changes in financial assumptions

Experience Adjustment

Recognized in other comprehensive loss or income

Employer’s contribution

Benefit expenditures

December 31, 2019

Current Service Costs
Interest expense(income)

Recognized in profit or loss

Re-measurement
Plan Assets remuneration (In addition to the amount
included in net interest)
Actuarial losses(income)
Changes in demographic assumptions
Changes in financial assumptions
Experience Adjustment

Recognized in other comprehensive loss or income

Employer’s contribution

Benefit expenditures

December 31, 2020
Defined benefit
obligation
current value
(

(
(
(



(
(

(

(
(
(



(
(

(
Plan assets at
fair value
$ 224,312)


-

2,300)


2,300)


7,777 )

-
$ -
-


7,777)


11,580)

32,888


213,081)


-

1,642)


1,642)


7,198 )

-

-
-


7,198)


10,517)

41,890

$ 190,548)
Net defined
benefit liabilities
(Assets)







(



(
(

(
$ 249,312

2,476
2,493

4,969

-
412
$ 5,510
7,999

13,921

-


32,888)

235,314

2,028
1,765

3,793

-
16
4,051

25,258)


21,191)

-


41,890)

$ 176,026




(




(





(


(
(
(

(
$ 25,000

2,476
193
2,669

7,777 )

412
$ 5,510
7,999
6,144

11,580)
-
22,233

2,028
123
2,151

7,198 )

16

4,051

25,258)

28,389)

10,517)
-
$ 14,522)

The amounts recognized in profit or loss for defined benefit plans are summarized by function as follows.

function as follows.
Operation cost
Marketing Expense
Management Expense
R&D Expense
2020
$ 1,176
319
274
382
$ 2,151
2019




$ 1,494
375
377
423
$ 2,669

The Company is exposed to the following risks as a result of the Labor Standards Act

pension system :

  • 122 -

  • 1.Investment Risk: Bureau of Labor Funds, Ministry of Labor invests its labor pension

  • s in domestic and foreign equity securities, debt securities and bank deposits through its se and entrusted operations, but the amount of Plan Assets allocated to the Company is based on the income at an interest rate not lower than the local bank's two-year tim e deposit rate.

  • 2.Interest Risk: The decrease in interest rates on government bonds will increase the current value of the defined benefit obligation, but the return on investment in plan assets will also increase, which will have a partially offsetting effect on the net defined benefit obligation.

  • 3.Payroll Risk: The defined benefit obligation current value is calculated by reference to the future salary of the plan member. Therefore, an increase in plan members' salaries will increase the defined benefit obligation current value.

The present value of the Company's defined benefit obligation was actuarially determined by a qualified actuary and the significant assumptions at the measurement date were as follows.

were as follows.
Discount rate
Expected rate of salary increase
December 31,2020
0.5%
1.5%
December 31,2019
0.75%
1.5%

The amounts that would increase (decrease) the present value of the defined benefit obligation if there were reasonably possible changes in significant actuarial assumptions, respectively, with all other assumptions held constant, are as follows:

Discount Rate
Add: 0.1%
Less: 0.1%
Expected rate of salary increase
Add: 0.1%
Less: 0.1%
December 31,2020
($ 1,637)
$ 1,659
$ 1,616
($ 1,598)
December 31,2019 December 31,2019
(


(
(


(
$ 2,227)
$ 2,258
$ 2,204
$ 2,178)

The sensitivity analysis above may not reflect actual changes in the current value of the defined benefit obligation because actuarial assumptions may be correlated with each other and changes in only one assumption are unlikely.

Amount expected to be withdrawn
within 1 year
Average Period of Defined
Benefit Obligation Expiration
ty
Common Stocks
Authorized Shares (1000 shares)
authorized capital stock
Number of shares issued and fully paid
(1000 shares)
Issued capital stocks
December 31,2020
$ 9,888
9.3 years
December 31,2020

480,000
$ 4,800,000

384,566
$ 3,845,657
December 31,2020
$ 9,888
9.3 years
December 31,2020

480,000
$ 4,800,000

384,566
$ 3,845,657
December 31,2019
$ 11,758
9.4 years
December 31,2019

480,000
$ 4,800,000

384,566
$ 3,845,657
December 31,2019
$ 11,758
9.4 years
December 31,2019

480,000
$ 4,800,000

384,566
$ 3,845,657
December 31,2019
$ 11,758
9.4 years
December 31,2019

480,000
$ 4,800,000

384,566
$ 3,845,657






480,000
$ 4,800,000
384,566
$ 3,845,657

24.Equity

(1)Common Stocks

The issued common shares have a par value of $10 per share and each share is entitled to one vote and the right to receive dividends.

  • 123 -

On June 21, 2019, the Board of Directors resolved to issue 50,000,000 new shares with a par value of $10 per share at a premium of $22 per share. The above cash capital increase was approved and reported by the Securities and Futures Bureau of the Financial Supervisory Commission on July 18, 2019, and the Board of Directors resolved to set September 20, 2019 as the base date for the capital increase, and the legal registration procedures have been completed.

(2)Capital surplus

procedures have been completed.
2)Capital surplus
May be used to make up losses, pay
cash or capitalize (Note)
Stock Issuance Premium
Corporate bond conversion premium
Treasury Stocks Transactions
Actual acquired or the difference
between the actual acquisition or
disposal price of a subsidiary and its
carrying value.
December 31,2020
$ 617,063
32,325
77,146

65,024
$ 791,558
December 31,2019




$ 790,118
32,325
69,687
50,039
$ 942,169

Note:Such capital surplus may be used to cover losses or, when the Company has no losses, to distribute cash or to capitalize capital, provided that such capitalization is limited to a certain percentage of the paid-in capital each year.

On June 21, 2019, the Board of Directors resolved to issue 50,000,000 new shares in cash, of which the share issuance premium was NT$597,250,000 (net of securities underwriting expenses of NT$2,750,000), and the portion reserved for employee subscription was recognized as salary expense of NT$737,000 based on the fair value of the stock options, and capital surplus-employee stock options were also recorded, which was transferred to capital surplus-share issuance premium after the completion of the cash capital increase.

(3)Retained Earnings and Dividends Policy

In accordance with the Company's Articles of Company, if there is any surplus in the annual accounts, the Company shall first pay taxes to cover the deficits of previous years and then set aside 10% as legal reserve, but if the legal reserve has reached the Company's paid-in capital, it may not be set aside, and the rest shall be set aside or reversed to special reserve in accordance with the law, and the remaining amount shall be added up. The accumulated undistributed earnings of prior years shall be retained by the board of directors at its discretion, depending on the operational needs, to prepare a proposal for thedistribution of earnings and submit it to the shareholders' meeting for resolution on the distribution of dividends to shareholders. The Company's policy on the distribution of employees' and directors' remuneration is described in Note 26-(8) "Employee Compensation and Directors' Remuneration".

Under the objective of maintaining schedule dividends, the Board of Directors shall, in principle, distribute not less than 50% of the distribu schedule earnings, of which the cash portion of dividends and bonuses to shareholders shall not be less than 10% of the shareholders' distribution, subject to adjustment based on the Company's performance and capital requirements. The cash portion of dividends and bonuses to shareholders shall not be less than 10% of the total amount distributed to shareholders, subject to adjustments based on the Company's performance and capital requirements.

The legal reserve shall be set aside until the remaining balance reaches the Company's total paid-in capital and may be used to cover losses. If the Company has no deficit, the

  • 124 -

excess of the legal reserve over 25% of the total paid-in capital may be distributed in cash.

The Company follows the letters: No. Financial-Supervisory-Securities-Issuing1010012865, No. Financial-Supervisory-Securities-Issuing-1010047490, and No. FinancialSupervisory-Securities-Issuing-1030006415 and the "Q&A on the Application of IFRSs to the Presentation of Special Reserve", etc. The Company has presented and reversed the presentation of special reserve.

The Company at the shareholders' meetings held on June 11, 2020 and June 21, 2019, the Company resolved to distribute earnings for the years 2019 and 2018 respectively as follows

Legal reserve
Special reserve
Cash dividends
Cash dividends per share(NT$)
2019
$ 55,379
108,914
403,794
1.05
2018
$ 20,216
12,408
184,011
0.55

The Company also resolved at the regular shareholders' meeting on June 11, 2020 to distribute cash dividends (NT$0.45 per share) at a capital surplus - share issue premium of NT$173,055,000 and on June 21, 2019 to distribute cash dividends (NT$0.95 per share) at a capital surplus - share issue premium of NT$317,837,000. At the regular shareholders' meeting held on June 21, 2019, the Company resolved to allot cash dividends (NT$0.95 per share) at a premium of NT$317,837,000 for the capital surplus share issue.

The Company has proposed to cover the loss by legal reserve of NT$162,083,000 at the board of directors' meeting on March 15, 2021.

  • (4)Special reserve
4)Special reserve
Beginning Balance
Made special reserve
Deductions from other equity
Ending Balance
2020
$ 293,042
108,914
$ 401,956
2019




$ 280,634
12,408
$ 293,042

Upon the distribution of earnings, a special reserve is provided for the difference between the net decrease in other stockholders' equity recorded at the end of the reporting period and the special reserve provided for the first time using IFRSs. If the balance of the decrease in other stockholders' equity subsequently reverses, the earnings may be distributed as part of the reversal.

(5)Other Equalities

1.Exchange differences on translation of financial statements of foreign operating institutions

  • 125 -
Beginning Balance
Current Year Occurred
Conversion differences of foreign operating
institutions
Related taxes of foreign operating
institutions
Related company for using equity
method/Shares of afflicated companies
Other comprehensive loss/income of the year
Disposal of shares of subsidiaries accounted
for using the equity method
Changes in ownership interest in subsidiaries
Ending Balance
2020
$ 451,447)

88,840 )
17,768

3,362)

74,434 )
12,788
422
$ 512,671)
2019
(
(
(
(

(
(
(
(
(

(
$ 294,358)

192,082 )
38,416

3,423)

157,089 )
-
-
$ 451,447)
  • 2.Unrealized valuation gains or losses on financial assets measured at fair value through other comprehensive income.
comprehensive income.
Beginning Balance
Current year Occurred
Unrealized gain or loss/equity
instruments
Share of subsidiaries and affiliates
accounted for under the equity method
Other comprehensive income for the year
Change in ownership interest in subsidiaries
Transfer of accumulated gain or loss on
disposal of equity instruments to retained
earnings
Ending Balance
(6)Treasury Stocks
Shares of parent company held by
subsidiaries.(1000 shares)
Shares in starting period
increase (Note 1)
decrease (Note 2)
Shares in ending period
2020
$ 49,491
8,894
8,109
17,003
1,102

11,428)
$ 56,168
2020
1,218
25
1,243)
-
2019


(



$ 1,316
30,547
17,628
48,175
-
-
$ 49,491
2019
(

1,137
81
-
1,218
  • Note 1:The Company's shareholding in Lucky Unique Enterprise Company increased by 1.22% and 3.96% in 2020 and 2019 respectively, representing a individual

  • shareholding of 25,000 shares and 81,000 shares in the Company.

  • Note 2:The Company disposed of Lucky Unique Enterprise Company's shares in 2020 and lost control of Lucky Unique Enterprise Company. Therefore, Lucky Unique Enterprise Company's shares are no longer treated as treasury stock, and the market price of the Company's shares and the carrying amount of treasury stock are

  • increased by the capital surplus - treasury stock of NT$7,459,000.

Lucky Unique Enterprise Company, a subsidiary of the Company, holds shares of the Company (Lucky Unique Enterprise Company is classified as Financial liabilities at fair value through other (Lucky Unique Enterprise Company is classified as financial liabilities at fair value through other comprehensive profit and loss-noncurrent), and the Company is included in Treasury Stocks based on the percentage of individual holdings.

  • 126 -

Lucky Unique Enterprise Company holds the Company's shares for investment purposes, and the related information is as follows:

and the related information is as follows:
Name of Subsidiary
December 31, 2019
Lucky Unique Enterprise Company
Belong to the Company
Number of
shares (1000
shares)
2,040

1,218
Carrying
amount

$ 53,143
12,681
Market value
$ 53,143

31,726

Lucky Unique Enterprise Company received cash dividends of NT$3,060,000 from the Company in 2019, and the Company increased its capital surplus - treasury stock by NT$1,827.000 in proportion to its individual shareholding.

The shares held by subsidiaries are treated as treasury stocks, except that they are not allowed to participate in the Company's capital increase and have no voting rights, and have the same rights as ordinary shareholders.

25.Revenue

Revenue
Sales Revenue 2020
$ 3,005,640
2019
$ 4,269,376
  • (1)Description of Customer Agreement

Revenue from sales of long- and short-staple fibers

The combined company recognizes revenue and accounts receivable from the sale of short- and long-haul fabrics when the terms of trade are fulfilled. The average credit period of The combined company's merchandise sales is 60 days. Most of the contracts are recognized as accounts receivable when the merchandise is transferred and The combined company has the unconditional right to receive the consideration. However, for some of these contracts, The combined company is obligated to transfer the merchandise to the customer.

  • (2)Balance of Contract
customer.
Balance of Contract
Notes receivable (including related party
(Notes 10 and 33)
Accounts Receivable (including related
party)(Notes 10 and 33)
December 31
2020
$ 51,584

$ 463,994
December 31
2019
$ 64,771
$ 656,814
January 1
2019



$ 56,808
$ 506,510
  • (3)Revenue breakdown from customer contracts

Please refer to Schedule 15 for revenue breakdowns.

26.Net income (loss) before tax

  • (1)Other income and loss, net
Other income and loss, net
Net income on disposal of property,
plant and equipment
2020
$ 6
2019
$ 31,392
  • 127 -

(2)Interest income

(2)Interest income
2020 2019
Bank deposits $ 32,169 $ 41,725
Capital loans and related party interest 8,078 -
Deposit Settlement Interest 33 35
$ 40,280 $ 41,760
(3)Other income
2020 2019
Government Subsidy Income
$ 72,982 $ 940
Rental Income 7,171 3,344
Counseling fee income 5,548 5,451
Handling fee income 3,505 5,674
Income from sale of sample fabric 3,395 5,877
Income from sale of waste materials 2,062 3,439
Claims income 26 1,163
Sale of managed assets - 7,375
Others
26,864 13,662
$ 121,553 $ 46,925
(4)Other gains and losses
2020 2019
Net income (loss) on foreign currency
exchange
( $ 195,764 ) ( $ 74,408 )
Net loss on valuation of financial
instruments at fair value through profit or
loss
( 23,795 ) ( 3,179 )
Income (loss) on disposal of subsidiaries 9,154 -
Other
( 4,704) ( 3,678)
($ 215,109) ($ 81,265)
(5)Financial costs
2020 2019
Interest on bank loans
$ 101,023 $ 90,604
Amortization of handling fees on syndicated
loans 1,130 3,043
Interest on lease liabilities 406 292
Interest on loans from related parties - 189
Less: Amounts included in the cost of
qualifying assets (included in property, plant
and equipment and prepayments for
equipment)
469 799
$ 102,090 $ 93,329
Capitalization of interest relevant information as below:
2020 2019
Capitalization of interest amount
$ 469 $ 799
Capitalization of interest rate 1.32%~1.68% 1.33%~1.85%
  • 128 -

(6) Deprecation and Amortization

Deprecation and Amortization
Property, Plant and Equipment
Intangible Assets
Right-of-use asset
Depreciation expense summary by function
Operation cost
Operation expense
Amortization fee summary by function
Operation expense
2020
$ 122,036
93
13,316
$ 135,445
$ 112,717
22,635
$ 135,352
$ 93
2019












$ 108,915
148
9,341
$ 118,404
$ 101,690
16,566
$ 118,256
$ 148

(7) Employee benefit expense

Operation expense
Amortization fee summary by function
Operation expense
Employee benefit expense


22,635
$ 135,352
$ 93


16,566
$ 118,256
$ 148
Short-term employee benefits
Payroll
Labor and Health insurance fees
Bonus to Directors
Others
Post-employment benefits
Defined contribution plan
Defined benefit plan (Note 23)
Summary by function
Operation cost
Operation expense
2020
$ 385,527
43,155
4,151
16,245
449,078
15,316
2,151
17,467
$ 466,545
$ 304,365
162,180
$ 466,545
2019
















$ 459,148
44,075
13,500
17,009
533,732
15,047
2,669
17,716
$ 551,448
$ 345,052
206,396
$ 551,448

(8)Remuneration to employee and directors

In accordance with the Company's Articles of Incorporation, the Company provides for employee remuneration and director remuneration at a rate of not less than 4% and not more than 3%, respectively, of the pre-tax benefit for the year before the distribution of employee and director remuneration.

The Company does not intend to contribute employee remuneration and director remuneration for the year 2020 as the Company's net loss before tax. 2019 employee compensation and director compensation were resolved by the Board of Directors on Estimation ratio

Bonus to employees
Bonus to directors
Amount
Bonus to employees
Bonus to directors
2019
4%
1.5%
2019

$ 25,096
9,411

If there is any change in the amount after the adoption of the annual individual

  • 129 -

financial statements, the change in accounting estimate will be adjusted and recorded in the following year.

There is no difference between the actual amount of employee compensation and remuneration of directors and supervisors for fiscal years of 2019 and 2018 and the amount recognized in the individual financial statements for fiscal 2019 and 2018.

Please refer to the Market Observation Post System of the Taiwan Stock Exchange Corporation for information on the remuneration of employees and directors resolved by the Board of Directors of the Company.

  • (9)Foreign Exchange (loss) income
Board of Directors of the Company.
Foreign Exchange (loss) income
Total foreign exchange income
Total Foreign exchange loss
Net loss
2020
$ 62,327
258,091)
$ 195,764)
2019

(
(

(
(
$ 29,007
103,415)
$ 74,408)

27. Income Tax

  • (1)Income tax recognized in profit or loss

Income tax expense (income) main items as below:

Current year income tax
Current year occurred
Undistributed earnings plus
Adjustments to prior years
Deferred income tax
Current year occurred
2020
$ -
-
3,950
94,848)
$ 90,898)
2019

(
(


$ 24,806
174
470
9,417
$ 34,867

A reconciliation of accounting income to income tax expense (benefit) is as follows:

Net income (loss) before income taxes
Income tax expense (benefit) before
income taxes (net loss) at statutory tax rate
Non-deductible expenses and losses for tax
purposes
Non-additive income for tax purposes
Unrecognized temporary differences
Additions to undistributed earnings
Adjustments to current income tax expense
in prior years
2020
$ 298,184)
$ 59,637 )
141

16,402 )

18,950 )
-
3,950
$ 90,898)
2019
(
(
(
(

(


(
(

$ 592,888
$ 118,578
106

15,119 )

69,342 )
174
470
$ 34,867

(2)Income tax recognized in other comprehensive income

Deferred tax
In respect of the current year
conversion of foreign operating institutions
Re-measurement of defined benefit plan
2020
$ 17,768

5,678)
$ 12,090
2019

(


$ 38,416
1,229
$ 39,645
  • 130 -

(3)Deferred tax assets and liabilities

Deferred tax assets and liabilities
Tax refund receivable (included in
other current assets)
Income taxes payable
December 31,2020
$ 4,573
$ 2,557
December 31,2019


$ 1,586
$ -

(4) Deferred tax assets and liabilities

Changes in deferred tax assets and liabilities as below:

2020

2020
Recognized in
Other
Beginning Recognized in Comprehensiv Ending
Deferred tax assets Balance profit or loss
e
Income Balance
Temporary differences
Gross profit on unrealized sales
$
32,625
( $ 2,162 ) $ -
$
30,463
Allowance for decline in value of inventories 12,168 9,940 - 22,108
and doubtful losses
Leave payables 1,204 ( 465 ) - 739
Net defined benefit liabilities 4,446 1,232
( 5,678 ) -
Unrealized exchange losses 9,054 25,119 - 34,173
Exchange differences from foreign operations 77,569 - 17,768 95,337
Allowance for doubtful accounts 1,885 7,004 - 8,889
Unallocated fixed manufacturing costs 227 2,913 - 3,140
Other
423 2,446
-
2,869
139,601 46,027 12,090 197,718
Loss Credit
- 49,695
-
49,695
$ 139,601 $ 95,722
$ 12,090
$ 247,413
Deferred tax liabilities
Temporary differences
Property, Plant and Equipment
$
35,949
( $ 2,030 ) $ -
$
33,919
Net defined benefit assets
- 2,904
-
2,904
$
35,949
$ 874
$ -
$
36,823
2019
Recognized in
Other
Beginning Recognized in Comprehensiv Ending
Deferred tax assets Balance profit or loss
e
Income Balance
Temporary differences
Gross profit on unrealized sales
$
33,651
( $ 1,026 ) $ -
$
32,625
Allowance for decline in value of inventories 12,521 ( 353 ) - 12,168
and doubtful losses
Leave payables 1,746 ( 542 ) - 1,204
Net defined benefit liabilities 5,000 ( 1,783 ) 1,229 4,446
Unrealized exchange losses - 9,054 - 9,054
Exchange differences on foreign operations 39,153 - 38,416 77,569
Losses on foreign investments 22,979 ( 22,979 ) - -
Other
3,280 ( 745)
-
2,535
$ 118,330 ( $ 18,374)
$ 39,645
$ 139,601
Deferred income tax liabilities
Temporary differences
Property, Plant and Equipment
$
38,036
( $ 2,087 ) $ -
$
35,949
unrealized exchange gain
6,870 ( 6,870)
-
-
$
44,906
( $ 8,957)
$ -
$
35,949

(5)The amount of deductible temporary differences and unused loss credit for deferred income tax assets were not recognized in the consolidated balance sheet.

  • 131 -
Loss creidt
Expire in 2030
Deduct temporary differences
Allowance for loss of market price
decline and slow-moving inventories
Refund liabilities
December31,2020
$ 248,473
$ -

-
$ -
December31,2019 December31,2019






$ -
$ 26,074
1,673
$ 27,747

(6)Summary of temporary differences associated with investments and not recognized as deferred income tax liabilities amount.

For the years ended December 31, 2020 and 2019, the taxable temporary differences related to investment in subsidiaries not recognized as deferred income tax liabilities amounted to $1,898,201,000 and $1,806,173,000, respectively.

(7)Income tax assessments

The income tax returns of the Company and its subsidiaries, De Fa Company and Chadtex Company, through 2018 have been assessed by the tax authorities.

28.Earnings per share (net loss)

The net income and weighted average number of common stock outstanding that were used in the computation the net income (net loss) of earnings per share (net loss) were as follows:

Net income (net loss)

Net income (net loss)
Shares
Weighted average number of shares outstanding
Weighted-average number of shares in treasury
stock - Parent company shares held by
subsidiaries
Weighted-average number of shares of common
stock used in the basic earnings per share
calculation
Effect of dilutive potential common stock.
Employee remuneration
Weighted-average number of shares of common
stock used in the calculation of diluted earnings
per share
2020
207,286)
2020
2020
207,286)
2020
2019
558,021
Unit: 1,000 shares
2019
348,538
(
1,178)
347,360

1,052

348,412
(


$ $
(

384,566

642)
383,924
-
383,924
(

If the Company has the option to pay employees in stock or cash, the calculation of diluted earnings per share assumes that employee compensation will be paid in stock and is included in the weighted-average number of common shares outstanding for the purpose of calculating diluted earnings per share when the potential common shares have a dilutive effect. The dilutive effect of these potential common shares will continue to be considered in the calculation of diluted earnings per share prior to the issuance of employee compensation shares in the following year.

The Company's net loss for 2020 is based on the fact that the effect of the potential dilutive

  • 132 -

effect of employee compensation on common stock is not included in the calculation of diluted net loss per share.

29.Disposal of Investment Subsidiary - Loss of Control

On June 19, 2020, the Company's board of directors approved the sale of Lucky Unique Enterprise Co., Ltd. to an unrelated party for $195,227,000 ($13.7 per share, net of securities transaction tax of $587,000), and the closing of the equity transfer was completed on July 8, 2020; therefore, the Company lost control over Lucky Unique Enterprise Co., Ltd.. Please refer to Note 32 of the Company's 2020 Consolidated Financial Statements for a description of the disposal of Lucky Unique Enterprise Co., Ltd..

30.Non-cash transactions

The combied company has the following non-cash transaction investment in 2020 and 2019.

(1)Acquisition of property, plant and equipment

(1)Acquisition of property, plant and equipment
Investing activities affecting both cash
and non-cash items
Increase in property, plant and
equipment
Decrease (increase) in payables for
equipment and notes payable
Cash paid for property, plant and
equipment
(2)Disposal of Property, Plant and Equipment
Investing activities affecting both cash
and non-cash itemsf
Proceeds from disposal of property,
plant and equipment
Decrease (increase) in other receivables
(including related parties)
Cash received from property, plant and
equipment
2020
$ 47,929
995)
$ 46,934
2020
$ 1,536
7,878
$ 9,414
2019

(


$ 111,330
12,397
$ 123,727
2019



(
$ 32,148
5,778)
$ 26,370

31.Capital Risk Management

Due to the need to maintain adequate capital to support the upgrading of plant and equipment, The combined company will be required to maintain adequate capital. Therefore, the capital management of The combined company is to ensure that the necessary financial resources and operating plans are in place to meet the future needs of working capital, capital expenditure, research and development expenses, debt repayment and dividend payment.

32.Financial Instruments

  • ( 一 )Fair value information - financial instruments measured at fair value on a recurring basis 1.Levels of Faire Value

  • 133 -

December 31, 2020

December 31, 2020
Financial assets at fair value through
profit or loss
Fund beneficiary certificates

Financial assets at fair value through
other comprehensive income or
loss-non-current
Investment in equity instruments
-Private placement of stocks in
domestic listed companies

Financial liabilities at fair value
through profit or loss
Derivatives - Exchange Rate Swap
Contracts

December 31, 2019
Financial assets at fair value through
profit or loss
Domestic Listed Stocks

Fund Beneficiary Certificates


Financial assets at fair value through
other comprehensive income or
loss-non-current
Investment in equity instruments
-Private placement of stocks in
domestic listed companies

Financial liabilities at fair value
through profit or loss
Derivatives - Exchange Rate Swap
Contracts
The 1st
level
$ 9,387

$ -

$ -

The 1st
level
$ 3,200

8,589

$ 11,789

$ -

$ -
The 2nd
level
$ -

$ 56,222

$ 18,919

The 2nd
level
$ -

-

$ -

$ 51,294

$ 2,462
The 3rd
level
$ -

$ -

$ -

The 3rd
level
$ -

-

$ -

$ -

$ -
Total








$ 9,387
$ 56,222
$ 18,919
Total
















$ 3,200

8,589
$ 11,789
$ 51,294
$ 2,462

There were no transfers between Level 1 and Level 2 fair value measurements in 2020 and 2019.

2.Level 2 fair value valuation techniques and inputs

Type of financial Instruments
Derivatives - Foreign Exchange Rate
Swap Contracts
Domestic
Listed
companies
private
placement of shares
Valuation techniques and inputs
The discounted cash flow method: The future cash flows
are estimated based on the observable forward exchange
rate and the contracted foreign exchange rate at the end
of the period and are discounted at a rate that reflects the
credit risk of each counter party.
Evaluated by the B-S option pricing model, based on the
underlying price, option performance price, risk-free
interest rate, historical volatility of the underlying and the
maturity period.
  • 134 -

( 二 )Type of financial Instruments

ype of financial Instruments
Financial assets
Mandatory measurement of financial assets
at fair value through profit or loss
Financial assets measured at amortized
cost (Note 1)
Financial assets at fair value through other
comprehensive income or loss
Financial liabilities
Financial liabilities at fair value through
profit or loss / held for trading
At amortized cost (Note 2)
December 31,2020
$ 9,387
4,130,871
56,222
18,919
8,843,588
December 31,2019
$ 11,789
3,547,009
51,294
2,462
7,452,823
  • Note 1: Balances include cash and cash equivalents, notes and accounts receivable (including related parties), other receivables (including related parties), financial assets carried at amortized cost (both current and non-current) and refundable deposits, and other financial assets carried at amortized cost.

  • Note 2: The balance includes financial liabilities measured at amortized cost such as short-term borrowings, short-term bills payable, notes and accounts payable (including related parties), other payables (including related parties), long-term bank loans (including those due within one year) and guarantee deposits.

( 三 )Financial Risk Management Objectives and Policies

The Company's major financial instruments include investments in equity and debt instruments, receivables, payables, lease liabilities and borrowings. The Company's financial management department provides services to each business unit, coordinates access to domestic and international financial markets, and monitors and manages the financial risks associated with The Company's operations through internal risk reporting that analyzes risk exposures based on the level and breadth of risk. These risks include market risk (including exchange rate risk, interest rate risk and other price risks), credit risk and liquidity risk.

The Company mitigates the effects of these risks by hedging the risk through derivative financial instruments. The use of derivative financial instruments is governed by the policies adopted by The Company's board of directors, which are the written principles for exchange rate risk, interest rate risk, use of derivative financial instruments and nonderivative financial instruments, and investment of surplus liquidity. Internal auditors review compliance with the policy and the amount of risk exposure on an ongoing basis. The Company does not trade in financial instruments (including derivative financial instruments) for speculative purposes.

1. Market risk

The main financial risks to which The Company is exposed as a result of its operating activities are foreign currency exchange rate risk (see (1) below), interest rate risk (see (2) below), and other price risk (see (3) below).

The Company engages in various derivative financial instruments to manage its exposure to foreign currency exchange rate risk, including exchange rate swap contracts to hedge the exchange rate risk arising from foreign sales of goods.

There is no change in The Company's exposure to market risk of financial instruments and its management and measurement of such exposure.

(1) Exchange rate risk

The Company engages in foreign currency-denominated sales and import

  • 135 -

transactions and foreign currency borrowings, which expose The Company to exchange rate risk. The carrying amounts of The Company's monetary assets and monetary liabilities denominated in non-functional currencies as of the balance sheet date (including monetary items denominated in non-functional currencies that have been eliminated in the

Sensitivity Analysis

The Company is primarily affected by fluctuations in the U.S. dollar exchange rate.

The following Schedule details the sensitivity analysis of The Company when the functional currency strengthens or weakens by 1% against the U.S. dollar. The sensitivity analysis includes only foreign currency items in circulation. A positive number in the Schedule below represents the amount by which pre-tax income would increase if the functional currency weakened by 1% relative to the U.S. dollar; a negative number in the same amount would affect pre-tax income if the functional currency strengthened by 1% relative to the U.S. dollar.

Loss/income 2020
$ 36,535
2019
$ 30,890

This was mainly due to the Company's cash and cash equivalents denominated in U.S. dollars, financial assets measured at amortized cost, receivables, other receivables, payables, other payables and borrowings that were outstanding and not cash flow hedged at the balance sheet date.

The increase in the Company's sensitivity to foreign exchange rates during the year was mainly due to the increase in the Company's net assets denominated in U.S. dollars.

(2)Interest rate risk

Interest rate risk arises because individuals in the Company borrow funds at both fixed and floating interest rates. The Company manages interest rate risk by maintaining an appropriate mix of fixed and floating interest rates.

The carrying amounts of the Company's financial assets and financial liabilities exposed to interest rate risk as of the balance sheet date were as follows:

follows:

Fair value interest rate risk
Financial assets
Financial liabilities
Cash flow interest rate risk
Financial assets
Financial liabilities
December31,2020
$ 3,233,654
2,932,914
224,067
5,490,655
December31,2019
$ 2,467,433
2,650,577
64,439
4,276,991

Sensitivity Analysis

As 1% increase in interest rates would decrease the Company's income before income taxes by $52,666,000 and $42,126,000 for 2020 and 2019, respectively, with all other variables held constant.

The Company's sensitivity to interest rates increased during the year mainly due to the increase in variable rate debt instruments.

  • 136 -

(3) Other price risk

The Company's equity price risk arising from its investment in domestic listed stocks is not material.

2.Credit Risk

Credit risk refers to the risk of financial loss resulting from the default of the counter-parties to the contracts. As of the balance sheet date, the Company's maximum exposure to credit risk, which may result from the count er-parties' default on their obligations and the Company's provision of financial guarantees, is mainly due to :

  • (1) The carrying amount of financial assets recognized in the individual balance sheets.

  • (2) The maximum amount that the Company may be required to pay as a result

of providing financial guarantees, regardless of the likelihood of

  • occurrence.

The Company's counter-parties are all creditworthy organizations and are not expected to have significant credit risk. The Company also evaluates the financial position of its accounts receivable customers on an ongoing basis.

Total accounts receivable with significant concentrations of credit risk are as follows:

are as follows:
SINTEX INTERNATIONAL
LTD.
PT. PRIMA LTD.
SHANTA
INDUSTRIES
LTD.
December 31, 2020
ratio
35.63%
7.42%
1.31%

44.36%
December 31, 2019
Amount
$ 141,518
29,464
5,205

$ 176,187
Amount
$ 120,300

21,132
77,829

$ 219,261
ratio











20.91%
3.67%
13.53%
38.11%

3.Liquidity Risk

The Company manages and maintains sufficient cash and cash equivalents to support its operations and mitigate the impact of cash flow fluctuations. The Company's management monitors the use of banking facilities and ensures compliance with the terms of borrowing contracts.

The Company's working capital and banking facilities obtained are sufficient to meet future operating requirements and therefore there is no liquidity risk that the Company will not be able to raise funds to meet its contractual obligations.

  • (1) Liquidity and interest rate risk of non-derivative financial liabilities

The analysis of the remaining contractual maturities of non-derivative financial liabilities is prepared based on the undiscounted cash flows (including principal and estimated interest) of the financial liabilities based on the earliest possible date on which the Company could be required to make repayment. Accordingly, the Company's bank loans that are repayable on demand are listed in the table below at the earliest possible date, regardless of the probability that the bank will immediately enforce the right; the maturity analysis of other non-derivative financial liabilities is prepared based on the contractual repayment dates.

he undiscounted interest amount of interest cash flows paid at floating

  • 137 -

interest rates is derived from the curve of the yield rate at the balance sheet date

December 31, 2020

date
December 31, 2020
Non-derivative financial
liabilities
Non-interest-bearing
liabilities
Lease liabilities
Floating rate instruments

Fixed rate instruments
Financial guarantee
liabilities
Less than 6
months
$ 440,845
7,145
4,671,722
728,140
1,209,350

$ 7,057,202
6 months to 1
year
$ -

7,145

71,777

194,140

-

$ 273,062
1to 9 years








$ 2,587

9,453

843,004
2,091,584
376,648
$ 3,323,276

Further information on the maturity analysis of lease liabilities is as follows:

follows:
Lease liabilities

December 31, 2019
Non-derivative financial
liabilities
Non-interest-bearing
liabilities
Lease liabilities
Floating rate instruments

Fixed rate instruments
Financial guarantee
liabilities
Less than 1year
1~3 years
$ 14,290
$ 9,453
Less than 6
months
6 months to 1
year
1to 9 years
$ 547,410 $ - $ 1,421
5,433
4,979
10,698
3,478,166
474,460
408,201
449,726
19,726 2,267,713
1,488,714

73,116

810,210
$ 5,969,449
$ 572,281
$ 3,498,243



$ 1,421

10,698

408,201
2,267,713
810,210
$ 3,498,243

Further information on the maturity analysis of lease liabilities is as follows.

==> picture [347 x 25] intentionally omitted <==

The floating rate instrumentamount of the above non-derivative financial assets and liabilities will be different from the interest rate estimated at the balance sheet date due to the floating rate.

(2)Liquidity and Interest Rate Risk of Derivative Financial Liabilities

The liquidity analysis of derivative financial instruments is based on total undiscounted cash inflows and outflows for derivative instruments with gross settlement. When the amounts payable or receivable are not fixed, the disclosed Amounts are determined based on the projected interest rates derived from the yield rate curve at the balance sheet date.

  • 138 -

December 31, 2020

cember 31, 2020
Total Settlement
Exchange rate swap
contracts
Flow-in

Flow-out

Total Settlement
1to 3 months
$ 116,872

120,805)

$ 3,933)
4 to 6 months
$ 453,016

468,002)

$ 14,986)
Total

(
(

(
(

(
(
$ 569,888
588,807)
$ 18,919)

December 31, 2019

1 to 3 months Total Settlement Exchange rate swap contracts Flow-in $ 276,268 Flow-out ( 278,730 ) ( $ 2,462 )

33.Related Parties’ Transactions

Except as disclosed in other notes, the transactions between the Company and its related parties are as follows.

(1)Names of related parties and their relationships

Name of Related Party Relationship with the Company BEST ALLIANCE INTERNATIONAL LIMITED Subsidiary DE LICACY (SAMOA) HOLDINGS CO., LTD. . Subsidiary View Best Global Limited Subsidiary Total Express Ltd. Subsidiary CHADTEX INDUSTRIAL CO., LTD Subsidiary Hangzhou De Licacy Company Subsidiary DE-FA INTERNATIONAL INDUSTRIAL CO., Subsidiary LTD. EDEN ROAD INTERNATIONAL LTD. Subsidiary D E SHEN (CAYMAN) HOLDINGS CO., LTD. Subsidiary New Lake Ltd. Subsidiary Vietnam De Licacy Industrial Company Subsidiary Futures co., Ltd Subsidiary Bright Wisdom Ltd. Subsidiary De Licacy Holdings Co. Subsidiary De Hong Company Subsidiary De Hong(Vietnam)Company Subsidiary BEAUTY PLUS VENTURES LIMITED Subsidiary Lucky Unique Enterprise Company Affliated company (Note 1) Subsidiary of affiliated company Lucky Unique Enterprise Tung Ming TEXTILE CO., LTD (Note 1) E TEXTILE CO., LTD. Subsidiary of affiliated company Lucky Unique Enterprise (Note 1) De Kao Trading Co., Ltd. Subsidiary of affiliated company Lucky Unique Enterprise (Note 1) Jei Jom Enterprise Co. Ltd Subsidiary of Joint Venture Era Nouveau International Co., Ltd Future Tycoon Holdings Co. Ltd. The Special Assistant to the Chairman of the Company is a director of the Company. (Note 2) Fuson International Co., Ltd. The Chairman is a director of the Company Jei Jom Enterprise Co. Ltd The Chairman is a director of the Company Sheng-Bo Technology Corp. The Chairman is a director of the Company DNG Energy Inc. The Chairman is the same person.

Note1 : Subsidairy of the Company until July 8, 2020.

Note2 : The president of the Company is a director of the Company until July 26, 2020 balance sheet date.

  • 139 -

(2)Operation Income

Item
Sales income



Type of relatedparty
Subsidiary

Afflicated comapny(Note 1)
Subsidiary of affiliated company Lucky
Unique Enterprise (Note 1)
Subsidiary of Joint ventureNew Premium
Enterprise Co.,Ltd
2020
$ 205,487
293,918
30,505
2,454
$ 532,364
2019





$ 330,681

64,007
31,145
278
$ 426,111

The prices of sales to related parties are comparable to those of sales to non-related parties, and the terms of collection are 60 days after the end of the month, which are not materially different from those of non-related parties.

(3)Purchase

Purchase
Type of Related Party/Name
Subsidiary
New Lake Ltd.
CHADTEX INDUSTRIAL CO., LTD
Other
Afflicated company (Note 1)
Subsidiary of affiliated company
Lucky Unique Enterprise (Note 1)
Subsidiary of joint ventureNew
Premium Enterprise Co.,Ltd
2020
$ 451,073
108,303
-
138,775
16,431
20,034
$ 734,616
2019




$ 512,880
274,183
33
177,777
36,909
20,027
$ 1,021,809

The Company does not have comparable purchase prices for similar products from related parties, and the payment period is approximately one month for related parties and one to three months for non-related parties.

  • (4)Amounts due from related parties (excluding loans to related parties)
Item
Notes receivable



Accounts Receivable




Other receivable





Type of Related Party/Name
Afflicated company (Note 1)/Lucky Unique
Enterprise Company
Subsidiary of affiliated company Lucky Unique
Enterprise (Note 1)
Subsidiary


Afflicated company (Note 1)/Lucky Unique
Enterprise Company
Subsidiary/New Lake Ltd.
Subsidiary/Other
Subsidiary of affiliated company Lucky Unique
Enterprise (Note 1)
Subsidiary of joint ventureNew Premium
Enterprise Co.,Ltd

Subsidiary/Hangzhou De Licacy Company
Subsidiary/Other
Afflicated company (Note 1)
Subsidiary of affiliated company Lucky Unique
Enterprise (Note 1)
Subsidiary of joint ventureEraNew Premium
Enterprise Co.,Ltd
The Special Assistant to the Chairman of the
Company is a director of the Company. (Note 2)

2020
December 31

















2019
December 31







$ 21,394
3,357
401
25,152
85,961
13,947
9,063
7,923
-
116,894
-
10,476
1,568
34
-
866
12,944
$ 154,990
$ 17,670

5,583
315
23,568

1,490

69,932

20,797

5,883
124
98,226

136,562

2,172

-

34

317
185
139,270
$ 261,064
  • 140 -

No guarantees have been received for amounts due from related parties in circulation, and no allowance for losses has been provided for amounts due from related parties in 2020 and 2019.

  • (5)Amounts due to related parties (excluding loans from related parties)
Item
Notes Payable


Accounts Payable





Other Payables



Type of Related Party/Name
Afflicated company (Note 1)/Lucky Unique
Enterprise Company
Subsidiary of a related company Lucky
Unique Enterprise Company (Note
1)/Tung Ming Company

Subsidiary/New Lake Ltd.
Subsidiary of affiliated company Lucky
Unique Enterprise (Note 1)/ Tung Ming
Company
Afflicated company (Note 1)
Subsidiary/Chadtex IndutrialCo.,Ltd

Subsidiary of joint ventureNew Premium
Enterprise Co.,Ltd

Chadtex IndutrialCo.,Ltd

Subsidiary of affiliated company Lucky
Unique Enterprise (Note 1)
The Chairman of the Company is a director
of the Company
The Special Assistant to the Chairman of the
Company is a director of the Company.

2020
December 31
$ 22,197
10,009

32,206

43,685
29,156
8,134
2,896
-
83,871

16,098
118
-
305
16,521

$ 132,598
2019
December 31






















$ -
26,092
26,092

-

28,819

12,117

52,573
9,753
103,262

25,616

49
43
305
26,013
$ 155,367

The outstanding balance due to related parties is unsecured and will be settled in cash.

(6)Prepayments

Type of Related Party/Name
Subsidiary/Chadtex IndutrialCo.,Ltd
December 31,2020 December 31,2020
$ 1,478
  • (7)Acquisition of property, plant and equipment

The Company purchased property, plant and equipment from Eden Road Company in 2019 for $64,088,000.

(8)Disposal of Property, Plant and Equipment

The Company sold property, plant and equipment to Subsidiary in 2020 for $1,476,000 and generated a gain on disposal of property, plant and equipment of $12,000.

The Company sold property, plant and equipment to Ju Heng Holdings Co., Ltd.for $60,000 and $648,000 in 2020 and 2019, respectively, and generated a gain on disposal of property, plant and equipment of $3,000 and $42,000, respectively.

  • 141 -

(9)Operating Lease- for rent

)Operating Lease- for rent
Type of Related Party/Name
Afflicated company (Note 1)/Lucky
Unique Enterprise Company
Subsidiary/DE-FA
INTERNATIONAL
INDUSTRIAL CO., LTD.
ubsidiary/ Futures co., Ltd
Subsidiary of afflicated
comapnyLucky Unique
Enterprise Company
The Chairman is the same person.
The Chairman is the same person.
The Chairman of the Company is a
director of the Company
Rent Objective
Office
Office
Office
Office
Office
Plant Roof
(Note 3)
Plant Roof
(Note 3)
LeasingPeriod
July 2020 to March 2023
April 2016 to March 2019;
April 2019 to March 2022
May 2020 to March 2022
May 2020 to June 2021
April 2020 to February 2021
October 2017 to October 2037
October 2017 to October 2037

Note3:The Company leased the roof of the plant to related party for solar power generation at a rent of 7% of the sales revenue of the solar power system.

The total lease payments to be received in the future are summarized as follows:

Type of Related Party/Name
Afflicated company (Note 1)/Lucky
Unique Enterprise Company
Subsidiary/DE-FA
INTERNATIONAL
INDUSTRIAL CO., LTD.
ubsidiary/Futures co., Ltd
Subsidiary of affiliated company
Lucky Unique Enterprise (Note 1)
The Chairman is the same person.
2020
$ 10,257
3,661
1,033
165
52
$ 15,168
2019




$ -
6,590
-
-
-
$ 6,590

Summary of leasing revenue as below:

Type of Related Party/Name
Subsidiary/DE-FA INTERNATIONAL
INDUSTRIAL CO., LTD.
Subsidiary/Futures co., Ltd
Afflicated company (Note 1)
Subsidiary of afflicated company Lucky
Unique Enterprise Company (Note 1)
The Chairman is the same person.
The Chairman of the Company is a director
of the Company
2020
$ 2,929
551
2,429
480
359
366
$ 7,114
2019




$ 2,929
-
-
-
86
329
$ 3,344
  • 142 -

(10)Loans to related party

Loans to related party
Type of Related Party/Name
Other Receivables
Subsidiary
VIETNAM DE LICACY INDUSTRIAL CO., LTD
Total Express Ltd.
Best Allance International Limited
De Shen Cayman Company
Interest Income
Subsidiary
VIETNAM DE LICACY INDUSTRIAL CO., LTD(1)
Total Express Ltd (2) .
Best Allance International Limited
(2)
Interest rate (1)
Interest rate (2)
December 31,2020
$ 341,760
128,160
74,048

-
$ 543,968
$ 6,589
944

545
$ 8,078
2.8%
1.8%
December 31,2019










$ -
-
-
74,950
$ 74,950
$ -
-
-
$ -
-
-

(11)Endorsement and Guarantee for Others

For the amount of guarantee provided by the Company for related parties, see Schedule 2.

  • (12)Other related party transactions

1. Processing fees

The Company pays processing fees to related parties, which are recorded as operating costs depending on the nature of the payment.

Type of relatedparty
Subsidiary of affiliated company
Lucky Unique Enterprise (Note 1)
Subsidiary
Afflicated company (Note 1)
2020
$ 200,882
13,050
2,678
$ 216,610
2019




$ 238,536
23,793
-
$ 262,329

2. Manufacturing and operating expenses

The Company's expenses for purchasing samples from related parties, renting sample display rooms, dyeing and finishing factory lines and plants, paying commissions, and purchasing gifts were as follows:

Type of Related Party/Name
Subsidiary/Chadtexcompany
Subsidiary/Other
Afflicated company (Note 1)
Subsidiary of affiliated company
Lucky Unique Enterprise (Note
1)
The Chairman of the Company is
a director of the Company
2020
$ 89,579
-
35
1,353
348
$ 91,315
2019




$ 135,113
7,905
104
1,213
1,127
$ 145,462
  • 143 -

3. Other income

The income from the sale of the Company's managed assets to related parties, income from counseling services and commissions were as follows:

Type of Related Party/Name
2020
Subsidiary
$ 7,100
Afflicated company (Note 1)
1,364
Subsidiary of affiliated company
Lucky Unique Enterprise (Note 1)
-
Subsidiary of joint ventureNew
Premium Enterprise Co.,Ltd
2,348
The Special Assistant to the
Chairman of the Company is a
director of the Company. (Note 2)

699
$ 11,511
Remuneration to Key Management Personnel
2020
Short-term employee benefits
$ 16,483
Retirement beneifts

259
$ 16,742
2019




$ 7,689
-
66
4,151
5,983
$ 17,889
2019




$ 26,238
216
$ 26,454

(13)Remuneration to Key Management Personnel

The remuneration of directors and other key management personnel is determined by the Remuneration Committee based on the current year's operating results and the base of year-end bonuses paid in previous years.

34.Pledged assets

The following assets of The combined company have been provided as collateral for bank loans:

loans:

Land
Buildings
Machinery
Pledged bank deposits (recorded as financial
assets carried at amortized cost - current)
December 31,2020
$ 266,446
138,997
16,766

2,689,686
$ 3,111,895
December 31,2019




$ 266,446
149,665
-
2,107,673
$ 2,523,784

35.Significant Contingent Liabilities and Unrecognized Contractual Commitments

The Company's significant commitments and contingencies as of the balance sheet date are as follows.

  • (1) As of December 31, 2020 and December 31, 2019, the Company had unused letters of credit balance of $61,717,000 and $10,899,000, respectively, for the purchase of raw materials.

  • (2) The Company's unrecognized contractual commitments are as follows.

December 31, 2020 December 31, 2019 Purchase of property, plant and equipment $ 12,802 $ 14,514

  • (3)For the years ended December 31, 2020 and 2019, the Company provided $310,500,000 and $359,015,000, respectively, in guaranteed notes for the purchase of raw materials and to provide guarantees for borrowing lines from financial institutions.

  • 144 -

36.Other matters

The Company was affected by the global pandemic of COVID-19, resulting in a significant decrease in operating revenue in 2020. In response to the impact of the epidemic, the Company has applied for salary and working capital subsidies from the government and received $69,554,000 in subsidies (see Note 26).

37.Information on foreign currency assets and liabilities with significant impacts

The following information is presented in the aggregate in foreign currencies other than the functional currency of each of the consolidated companies. Assets and liabilities denominated in foreign currencies that have a significant effect are as follows.

Unit:Foreign currency and NT$1,000

December 31, 2020
Foreign CurrencyAssets

Currency
USD

Foreign CurrencyLiabilities s
Currency
USD
December 31, 2019
ForeignCurrencyAssets

Currency
USD

ForeignCurrencyLiabilities
Currency
USD
Foreign Currency
$ 130,325
2,043
ForeignCurrency
$ 104,835
1,799
Foreign Exchange Rate

28.48
(USD: NTD)


28.48
(USD: NTD)
Foreign Exchange Rate

29.98
(USD: NTD)


29.98
(USD: NTD)
CarryingAmount
$ 3,711,644
58,187
CarryingAmount
$ 3,142,968
53,947

Foreign currency exchange gains and losses (realized and unrealized) with significant effect are as follows:

Currency
USD
2020 Net FX loss
$ 195,764
2019
Fx rate
29.549(USD: NTD)
Fx rate
30.912(USD: NTD)
Net FX loss
$ 74,408

38.Note Disclosure

  1. Information on significant transactions.

  2. (1) Loan of funds to others: Schedule 1 (attached)

  3. (2) Endorsement and guarantee for others: Schedule 2 (attached)

  4. (3) Year-end Marketable Securities Breakdown Statement : Schedule 3 (attached)

  5. (4) Cumulative purchase or sale of markeSchedule securities amounting to at least

NT$300 million or 20% of the paid-in capital: Schedule 4 (attached).

  • 145 -

  • (5) Acquisition of real estate amounting to at least NT$300 million or 20% of the paid-in capital: None.

  • (6) Disposal of real estate amounting to at least NT$300 million or 20% of the paid-in capital: None.

  • (7) Purchase from or sale to related parties amounting to at least NT$100 million or 20% of the paid-in capital: Schedule 5 (attached).

  • (8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: Schedule 6 (attached).

  • (9) Derivative transactions: Please refer to Note 7.

  • Information about the investment business: Schedule 7 (attached)

  • Information on investment in China.

  • (1) Name of the investee company in, main business items, paid-in capital, investment method, capital remittance, shareholding, investment gain or loss, closing balance of investment, repatriated investment gain or loss, and investment limit in China: Schedule 8 (attached).

  • (2) Significant transactions with the investee company in China, directly or indirectly through a third country, and the prices, terms of payment, and unrealized gains or losses.

  • 1) The balance and percentages of import amounts and related payables at the end of the period: Schedule 9 (attached).

  • 2) Amounts and percentages of sales and related Receivables: Schedule 9 (attached).

  • 3) Amount of property transactions and the amount of resulting gain or loss: None.

  • 4) End-of-period balance and purpose of guarantees or collaterals provided: Schedule 2 (attached).

  • 5) Maximum balance, ending balance, interest rate range, and total current interest on financial instruments: Schedule 1 (attached).

  • 6) Other transactions that have a significant effect on current income or financial position, such as the provision or receipt of labor services: None.

  • Information on major shareholders: Name, amount and percentage of shares held by

shareholders with at least 5% ownership: Schedule 10 (attached)

  • 146 -

De Licacy Industrial Co., Ltd. and Subdidiary

Loan of funds to others.

For the year end 31 December of 2020

Schedule 1

(In thousands of New Taiwan Dollars)

No. Loan Funded Companies Loan recipients Current Accounts Is a related
party
Highest
balance for the
period
Closing
balance
Actual
expenditures
Interest
rate
collars()
Natures of funding and
loan
Business
transactions(No
te 4)
Reasons of short-term
financing funds
Allowance for bad
debts
Collateral Collateral The limit for
individual
funds
lending(Not
e 1)
Capital Loan
and Total
Limit(Note 2)
N a m e V a l ue
0
1
2
3
4
5
6
7
8
9
10
11
12
The Company
The Company
The Company
The Company
De LicacySamoa Company
De LicacySamoa Company
De Fa Company
De Fa Company
Eden Road Compan
Total Express Ltd.
Der Sheng Cayman Company
New Lake Ltd.
De HongCompany
Hangzhou De Licacy Company
Hangzhou e Licacy Company
Apex Textile Co., Ltd
Lucky Apex Ventures Limited
View Best Global Company
Best Alliance International
Limited
Best Alliance International
Limited
Best Alliance International
Limited
DeShen (Cayman) Holdings
Co., Ltd.
Total Express Ltd.
Vietnam De LicacyCompany
Vietnam De LicacyCompany
Apex Textile Co., Ltd
Hangzhou De Licacy Company
Hangzhou De Licacy Company
De Yi Company
Apex Textile Co., Ltd
Vietnam De LicacyCompany
Vietnam De LicacyCompany
De Hong (Vietnam) Company
Apex Textile Co., Ltd
Apex Textile Co., Ltd
Apex (Anqing) Textile Co., Ltd
Apex (Anqing) Textile Co., Ltd
Vietnam ATAGO Company
Hangzhou De Licacy Company
Hong Kong Eden Road Compan
Other Receivables
Other Receivables
Other Receivables
Other Receivables
Other Receivables
Other Receivables
Other Receivables
Other Receivables
Temporary payments
Accounts Receivable
Other Receivables
Other Receivables
Other Receivables
Temporary payments
Temporary payments
Accounts Receivable
Other Receivables
Other Receivables
Temporary payments
Temporary payments
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
$ 166,842
78,570
133,335
355,560
120,900
76,896
17,076
86,100
111,833
180,141
509,660
60,450
22,669
234,795
153,195
87,540
123,821
8,148
68,352
69,840
$ 74,048

76,896

128,160

341,760

113,920

76,896

-

-

-

-

-

-

13,955

109,425

153,195

87,540

121,182

7,974

68,352

68,352
$ 74,048

-

128,160

341,760

113,920

76,896

-

-

-

-

-

-

6,550

109,120
(Note5)

109,120
(Note5)

61,544
(Note 5)

121,154

7,974

68,352

68,352
1.8
-
1.8
2.8
2.8
1.8
-
-
-
1.82.34
2.5
2.5
2.5
5.1
4.15
5.1
1.0
2.5
-
-
Short-term financing
Short-term financing
Short-term financing
Short-term financing
Short-term financing
Short-term financing
Short-term financing
Business transactions
Short-term financing
Business transactions
Short-term financing
Short-term financing
Short-term financing
Short-term financing
Short-term financing
Short-term financing
Short-term financing
Short-term financing
Short-term financing
Short-term financing
$ -

-

-

-

-

-

-

68,317

-

857,530

-

-

-

-

-

-

-

-

-

-
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
none
none
none
none
none
none
none
none
none
none
none
none
none
none
none
none
none
none
none
none
$ -

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-
$ 1,411,295
1,411,295
1,411,295
1,411,295
1,049,182
1,049,182

14,900

83,217

8,391
(Note3)
876,315
906,236

296,860
(Note3)

20,276

534,738

534,738

109,109

128,811

12,316

702,472

702,472
$ 1,881,727
1,881,727
1,881,727
1,881,727
1,398,909
1,398,909
19,866
88,183
8,391
(Note3)
882,576
1,208,315
296,860
(Note3)
27,034
712,985
712,985
145,478
171,748
16,421
936,629
936,629

Note 1: Based on 30% of the net shareholders' equity of each lending company and the amount of business transactions in the p revious year.

Note 2: Based on 40% of the net shareholders' equity of each lending company and the amount of business transaction s in the previous year. Note 3: Based on 100% of each lending company's net shareholders' equity and the amount of business transactions in the previ ous year. Note 4: Based on the amount of business transactions in the previous year.

Note 5: The difference between the announcement and the announcement is the adjustment of foreign currency exchange gain or loss at the end of the period 。

  • 147 -

De Licacy Industrial Co., Ltd. and Subdidiary

(In thousands of New Taiwan Dollars)

Endorsement and guarantee for others

FOR THE YEAR ENDED DECEMBER 31, 2020

Schedule 2

No. Endorsement/Guaran
tor
Name of Company
Endorsed/Guarantees Endorsed/Guarantees Limit of endorsement
guarantee for a single
enterprise (Note 1)
Highest Endorsement
Balance
Ending endorsement
guarantee balance
Actual expenditure Amount of
endorsement guarantee
by assets guarantee
Ratio of cumulative
endorsement guarantee to
net of the most recent
financial statements (%)

Highest endorsement
guarantee (Note 2)
Parent
company's
endorsement
to Subsidairy
guarantee
Subsidairy's
endorsement
of the parent
company
Endorsement
guarantee to
China
Name of Company Limit of endorsement guarantee for a
single enterprise (Note 1)
0
1
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
Apex Textile Co.,
Ltd
New Lake Ltd.
De Fa Company
Chadtex Company
Eden Road Compan
Vietnam De LicacyCompany
DeShen (Cayman) Holdings
Co., Ltd.
Apex Textile Co., Ltd
Hangzhou De Licacy Company
De Kao Company
An ChinDe Fa Company
Total Express Ltd.
Hong Kong Eden Road Company

Hangzhou De Licacy Company
Subsidairy (Indirect
shareholdings100%)
Subsidairy (Direct
shareholdings100%)
Subsidairy (Direct
shareholdings55.06%)
Subsidairy (Indirect
shareholdings100%)
Subsidairy (Indirect shareholdings
100%)
Subsidairy (Indirect
shareholdings100%)
Subsidairy (Indirect shareholdings
53.22%)
Subsidairy (Indirect shareholdings
100%)
Subsidairy of the affliate company
Lucky Unique Enterprise
Company (Subsidairy of the
Company by July 8, 2020)
(Indirect shareholdings 14.99%)
Subsidairy (Indirect
shareholdings53.22%)
Subsidairy (Indirect
shareholdings53.22%)
Subsidairy (Indirect
shareholdings100%)
Affiliate Company (Parent company
Indirect shareholdings100%)
$ 2,352,159
2,352,159
2,352,159
2,352,159
2,352,159
2,352,159
2,352,159
2,352,159
2,352,159
2,352,159
2,352,159
2,352,159
181,848
$ 1,033,050
230,636
105,000
498,712
938,345
1,118,325
207,383
575,510
10,000
43,050
216,565
174,600
129,150
$ 1,011,040
229,396
80,000
412,960
902,120
911,360
207,383
320,750
-
43,770
-
170,880
-
$ 387,328
132,800
-
110,218
392,329
361,696
137,508
33,480
-
30,639
-
-
-
$ -
-
-
-
-
-
-
-
-
-
-
-
-
21.49
4.88
1.70
8.78
19.18
19.37
4.41
6.82
-
0.93
-
2.42
-
$ 7,056,476
7,056,476
7,056,476
7,056,476
7,056,476
7,056,476
7,056,476
7,056,476
7,056,476
7,056,476
7,056,476
7,056,476
363,695
(Note3)
Y
Y
Y
Y
Y
Y
Y
Y
N
Y
Y
Y
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
Y
Y
N
Y
N
N
Y

Note 1: Based on 50% of the total equity of the owners of each endorsing company.

Note 2: Based on 150% of the total interests of the owners of each endorsing company.

Note 3: Based on 100% of the total interests of the owners of each endorsing and guaranteeing company.

  • 148 -

De Licacy Industrial Co., Ltd. and Subsidairies

Year-end Marketable Securities Breakdown Statement

December 31, 2020

Schedule 3

(In thousands of New Taiwan Dollars)

Holding company Types and Name of MarkeSchedule Scurities Relationship with the
Holding Company
Line Item December31,2020 December31,2020 Note
Unit/Share Carrying
amount
Percentage
()
Fair Value
The Company
De Fa Company
Chadtex Company
Chadtex Company
The Company
Chadtex Company
Stocks
CHIA HER INDUSTRIAL CO., LTD.public
company
Hua Nan Financial Holdings Co., Ltd.public
company
Far Eastern International Bankpublic
company
CHIA HER INDUSTRIAL CO., LTD.public
company
Funds beneficiary certificates
Hua NanSaudi Arabian National Oil Fund
corporate bond
CHIA HER INDUSTRIAL CO., LTD.public
company
none
none
none
none
none
none
Financial liabilities at fair value through other
comprehensive profit and lossnon-current
Financial assets at fair value through profit or loss
current
Financial liabilities at fair value through other
comprehensive profit and losscurrent
Financial liabilities at fair value through other
comprehensive profit and lossnon-current
Financial assets at fair value through profit or loss
current
Financial assets at amortised costnon-current
2,266,091
156,488
3,592,500
2,572,937
285,000
300

56,222

2,856

38,979

63,834

9,387

27,725
2.764
0.001
0.104
3.138
-
10.000
56,222
2,856
38,979
63,834
9,387
30,576

Note 1: The markeSchedule securities mentioned in this Schedule refer to stocks, bonds, beneficiary certificates and markeSchedule securities derived from the above items within the scope of IFRS 9 "Financial Instruments". Note 2: For information on investment in Subsidairy, please refer to Schedule 7 and Schedule 8.

  • 149 -

De Licacy Industrial Co., Ltd. and Subsidairies

Cumulative purchase or sale of markeSchedule securities amounting to at least NT$300 million or 20% of the paid-in capital

FOR THE YEAR ENDED DECEMBER 31, 2020

Schedule 4

(In thousands of New Taiwan Dollars)

Seller/Buyer Type and name of
markeSchedule
securities
Line Item Trading Partners
Relationship
Beginning Beginning Buy Buy Sell Sell Ending Ending
share/unit Amount share/unit Amount share/unit Amount B o o k
c o s t
Disposal(loss)income
share/unit
Amount
The Company De LicacySamoa
Company
Investments
accounted for
using equity
method
100% transfer of
investment to
subsidiaries
41,545,109 $ 2,996,495 11,059,273 $ 396,716
(Note)


-
$ - $ - $ - 52,604,382 $ 3,393,211

Note: Including NT$320,241,000 of new investment, (NT$188,000) of interest in subsidiaries using the equity method, NT$70,416,000 of translation differences on financial statements of foreign operating institutions, NT$837,000 of remeasurement of defined benefit plans of subsidiaries using the equity method and NT$5,410,000 of capital surplus - long-term investment

  • 150 -

De Licacy Industrial Co., Ltd. and Subsidairies

Purchase from or sale to related parties amounting to at least NT$100 million or 20% of the paid-in capital FOR THE YEAR ENDED DECEMBER 31, 2020

Schedule 5

(In thousands of New Taiwan Dollars)

Buying/selling company Trading Partners Relationship Transactions Transactions Circumstances and reasons of transaction conditions
are different fromgeneral transactions
Circumstances and reasons of transaction conditions
are different fromgeneral transactions

Notes and accounts receivable
(payable)

Notes and accounts receivable
(payable)
Note
Purchase /Sell Amount Percentage of
total purchase
(sales) (%)
Credit Period Unit Price
(Note 1)
Credit
Period
Balance Percentage of total
receivable
(payable)()
The Company
The Company
The Company
The Company
Eden Road Company
Hong Kong Eden Road
Company
Hong Kong Eden Road
Company
Hangzhou De Licacy
Company
Hangzhou De Licacy
Company
Apex Textile Co., Ltd
Apex Textile Co., Ltd
Apex Textile Co., Ltd
New Lake Ltd.
New Lake Ltd.
Chadtex Company
Tung Ming Company
New Lake Ltd.
New Lake Ltd.
Thousand Well International
Limted
Thousand Well International
Limted
Thousand Well (Samoa)
International Limted
Thousand Well International
Limted
Thousand Well (Samoa)
International Limted
Total Express Ltd.
Apex (Anqing) Textile Co., Ltd
Apex (Anqing) Textile Co., Ltd
Vietnam De Licacy Company
Vietnam De Licacy Company
Subsidairy
Note 2
Subsidairy
Subsidairy
Affiliate Company
Affiliate Company
Affiliate Company
Affiliate Company
Affiliate Company
Affiliate Company
Affiliate Company
Affiliate Company
Affiliate Company
Affiliate Company
Purchase
Purchase
(Sales)
Purchase
Purchase
Purchase
Purchase
(Sales)
(Sales)
(Sales)
(Sales)
Purchase
(Sales)
Purchase
$ 121,353
127,247
(
123,106 )
451,073
178,950
153,651
105,665
(
332,601 )
(
105,665 )
(
915,988 )
(
100,262 )
192,039
(
627,275 )
905,378
7
7

4
25
86
52
35

19

6

65

7
18

30
47
Open Account 30
days
Open Account 30-90
days
Open Account 30-60
days
Open Account 30-90
days
Open Account 90
days
Open Account 90
days
Open Account 90
days
Open Account 90
days
Open Account 90
days
Open Account 90
days
Open Account 90
days
Open Account 90
days
Open Account 90
days
Open Account 120
days
unapplicable












General open account 30-90 days
General open account 30-90 days
General open account 30-60 days
General open account 30-90 days
No general suppliers available for
comparison
No general suppliers available for
comparison
No general suppliers available for
comparison
General open account 30-90 days
General open account 30-90 days
General open account 30-90 days
General open account 30-90 days
General open account 30-120 days
General open account 30-60 days
General open account 30 days
( $ 2,895 )

-

13,947
(
43,685 )
-
-
(
67,647 )

-

5,935

45,499

86,811
(
33,223 )

520,823
(
285,483 )

1

-
3

16

-

-

73

-
1
16
31

14
67

78

Note 1: The purchase price is not comparable to the general purchase price of similar products; the sales price is comparable to the general customer. Note 2: Prior to July 8, 2020, the company was a subsidiary of the Company.

  • 151 -

De Licacy Industrial Co., Ltd. and Subsidairies

Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital December 31, 2020

Schedule 6

(In thousands of New Taiwan Dollars)

Accounts receivable
companies
Name of trading Partners Relationship with the dealer Balance of receivables from
r e l a t e d p a r t i e s


T u r n o v e r ()
Overdue amounts due from relatedparties Overdue amounts due from relatedparties Amounts due from related
parties recovered in the
period
Allowance for
losses

Amount
Methodology
The Company
The Company
Lucky Apex Ventures
Limited
De Shen (Cayman)
Holdings Co., Ltd.
New Lake Ltd.
Vietnam De
LicacyCompany
Hangzhou De Licacy
Company
De LicacySamoa
Company
Apex Textile Co., Ltd
Vietnam De
LicacyCompany
Total Express Ltd.
Apex (Anqing) Textile Co., Ltd
Vietnam De
LicacyCompany
Vietnam De
LicacyCompany
New Lake Ltd.
Apex Textile Co., Ltd
Vietnam De
LicacyCompany
Apex (Anqing) Textile Co., Ltd
Subsidairy
Subsidairy
Subsidairy
Subsidairy
Affiliate Company
Affiliate Company
Affiliate Company
Affiliate Company
Affiliate Company
$ 348,276
129,089
121,154
226,105
546,860
285,483
424,518
116,440
163,583
(Note1)
(Note2)
(Note2)
(Note3)
1.00
(Note4)
3.08
0.33
(Note5)
(Note2)
2.08
(Note6)
$ -
-
-
-
-
-
-
-
-








$ 2,156
-
-
-
136,847
52,034
-
58,240
54,542
$ -
-
-
-
-
-
-
-
-

Note 1: NT$348,171,000 were receivables from loans and interest on funds, and the rest were receivables from endorsement and guarantee fees, which were not included in the calculation of the turnover rate.

Note 2: All of them are receivables arising from capital loans and interest, which are not included in the calculation of the turnover rate.

Note 3: Receivables arising from the sale of fixed assets are not included in the calculation of the turnover rate.

Note 4: NT$26,037,000 was the amount from the sale of property, plant and equipment and advances, which was not included in the calculation of the turnover rate.

Note 5: NT$218,240,000 was due from the loan of funds and NT$201,921,000 was due from the sale of investment fixed assets and advances from leased plants, which were not included in the calculation of turnover rate. Note 6: NT$61,544,000 was a receivable arising from capital loans and NT$15,228,000 was a receivable arising from the sale of property, plant and equipment, which was not included in the turnover calculation.

  • 152 -
Stock Number:1464

De Licacy Industrial Co., Ltd.and Subsidiaries

Derivative transactions

FOR THE YEAR ENDED DECEMBER 31, 2020

Schedule 7

(In thousands of New Taiwan Dollars) (except in USD)

Investment Company Name Investee Company Name Location Major Business Scope Original Investment Original Investment Held atperiod-end Held atperiod-end Held atperiod-end Investee company
(Loss) income
Recognized
Investment (loss)
income
(Note 1)
Note
End of current period End of last year Shares Percentage() Book value amount
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
Tung Ming Company
Tung Ming Company
De LicacySamoa Company
De LicacySamoa Company
De LicacySamoa Company
De LicacySamoa Company
De LicacySamoa Company
De LicacySamoa Company
De LicacySamoa Company
De Hong Company
Best Alliance International Limited
Best Alliance International Limited
Best Alliance International Limited
Eden Road Compan
Lucky Unique EnterpriseCompany
Lucky Unique EnterpriseCompany
Lucky Unique EnterpriseCompany
Lucky Unique EnterpriseCompany
Bright Wisdom Ltd.
Bright Wisdom Ltd.
Bright Wisdom Ltd.
De LicacyBVI Holding Company
Der Sheng Cayman Company
Vantage Gain Holdings
Limited
De LicacyAnguilla Company
View Best Global Company
Beauty Plus Ventrues
Limited
De LicacySamoa Company
Tung Ming Company
Lucky Unique EnterpriseCompany
De Fa Company
Chadtex Company
De Licacy Holding Company
View Best Global Company
De Kao Company
Lucky Unique EnterpriseCompany
Bright Wisdom Ltd.
Best Alliance International Limited
Vantage Gain Holdings Limited
Hao Wan Company
De LicacyAnguilla Company
De Hong Company
New Lake Ltd.
Beauty Plus Ventrues Limited
De Hong(Vietnam) Company
Eden Road Compan
Bright Wisdom Ltd.
Hong Kong Eden Road Compan
Bright Wisdom Ltd.
Gain Faith Investments Ltd
E Textile Co .,Ltd.
De Kao Company
Tung Ming Company
Total Express Ltd.
Lucky Apex Ventures Ltd.
Futures co., Ltd
De Shen (Cayman) Holdings Co., Ltd.
Vietnam De LicacyCompany
Perfect Step Ltd.
New Premium Enterprise Co.,Ltd
Vietnam ATAGO Company
Plentiful Praise Limited
Samoa
Taiwan
Taiwan
Taiwan
Taiwan
British Virgin Islands
Samoa
Taiwan
Taiwan
Samoa
British Virgin Islands
Samoa
Samoa
Anguilla
Samoa
Anguilla
British Virgin Islands
Vietnam
British Virgin Islands
Samoa
Hong Kong
Samoa
Samoa
Taiwan
Taiwan
Taiwan
Seychelles
Samoa
Taiwan
Cayman Islands
Vietnam
British Virgin Islands
Samoa
Vietnam
British Virgin Islands
General Investment
Manufacture, processing and
trading of chemical fibers
Manufacture and processing of
various fiber textile products
General Import and Export Trade
Textile manufacturing, dyeing and
finishing, and trading of various
textile products
General Investment
General Investment
General Import and Export Trade
Manufacture and processing of
various fiber textile products
General Investment
General Investment
General Investment
General Investment
General Investment
General Investment
General Import and Export Trade
General Investment
Printing and finishing of various
types of garments and cloths
General Import and Export Trade
General Investment
General Import and Export Trade
General Investment
General Investment
Manufacture, processing and
trading of various fiber textile
products
General Import and Export Trade
Manufacture and processing of
chemical fibers and international
trading business
Manufacture and processing of
chemical fibers and international
trade
General Investment
General Import and Export Trade
General Investment
Printing, dyeing, finishing,
garment manufacturing and
trading of various textile and yarn
materials
General Investment
General Investment
Garment manufacturing and
trading
General Investment
$ 1,622,785
-
102,588

59,878

177,335
USD
108,040,000
USD
2,475,000

-
-
-
1,397,855
USD
6,501,742
-
USD
5,005,000
USD
1,500,000
USD
6,100,000
USD
11,920,238
USD
2,500,000

1,700
USD
14,902,500
USD
50,000
-
USD
6,190,000
5,000

12,000
258,989
USD
1
USD
14,655,000

10,000
USD
108,032,701
USD
114,660,489.5
USD
8,862,037
USD
5,000,000
USD
1,915,070
USD
14,023,848
$ 1,302,544
100,193
243,524
59,878
156,006
USD
108,040,000
USD
1,935,000
12,000
4,856
35,400
1,256,409
USD
6,342,469
USD
2,500,000
USD
5,005,000
USD
1,500,000
USD
100,000
USD
11,920,238
USD
2,500,000
1,700
USD
9,582,533
-
USD
4,228,300
USD
5,630,000
5,000
-
-
USD
1
USD
10,400,000
-
USD
108,032,701
USD
114,660,489.5
USD
8,644,837
USD
5,000,000
USD
1,915,070
USD
14,023,848
52,604,382
-
9,936,207
5,500,000
18,931,098
27,010
2,475,000
-
-
-
37,900,000
6,501,742
-
5,005,000
1,500,000
6,100,000
11,920,238
-
50,000
14,902,500
50,000
-
6,190,000
500,000
1,200,000
15,279,600
1
14,655,000
1,000,000
108,032,700,860
-
8,862,037
5,000,000
-
38
100
-
24.98
100
55.06
100
100
-
-
-
100
73.33
-
100
50
100
85
100
100
53.22
100
-
100
80
60
91.28
100
100
100
100
100
20
50
30
38
$ 3,393,211
-
111,412
49,709
239,702
3,012,615
41,053
-
-
-
2,377,922
154,512
-
46,474
33,793
296,860
338,315
61,043
411
474,038
70,029
-
218,141
5,623
417
190,124
62,615
429,371
11,369
3,020,787
3,149,085
210,718
46,459
25,314
399,151
( $ 1,033 )
20,095
15,285
(
15,763 )
6,424
104,327
(
14,797 )
(
14,799 )
15,285
9,523
95,803
(
10,153 )
(
13,062 )
(
46,468 )
(
9,606 )
1,452
(
14,638 )
(
3,026 )
6,438
9,523
68,457
9,523
21,708
(
3,375 )
(
14,799 )
20,095
30,565
(
4,360 )
1,369
104,372
91,331
(
50,482 )
(
53,282 )
(
48,437 )
(
38,283 )
( $ 188 )
7,020
7,549
(
15,753 )
3,893
107,012
(
14,796 )
(
850 )
Unrecognized gain on disposal of
investment property and unrealized
gain on disposal of property, plant
and equipment
Affiliated companies, subsidiaries of
the Company prior to July 8,
2020)/unrealized gain or loss on
sales difference.
Recognized difference of inter-
group lease gains or losses.
Recognized difference of realized
and unrealized gain or loss on sales
and disposal of property, plant and
equipment.
Recognized difference of realized
gain on disposal of fixed assets.
Note3
Note3
Note3
Note3

Note 1: Only the amount of profit or loss recognized for each subsidiary directly invested by the Company and each investee company using the equity method should be shown.

Note 2: Please refer to Schedule 8 (attached) for the information about China investee companies.

Note 3: Subsidiary of Lucky Unique Enterprise Company (a subsidiary of the Company before July 8, 2020)

  • 153 -
Stock Number:1464

De Licacy Industrial Co., Ltd.and Subsidiaries

Investment Information on investment in China For the year ended December 31, 2020.

Schedule 8

In thousand in NTD (except in US dollars)

China reinvestment
Company Names
Major Business Scope Major Business Scope Paid-in Capital.
(Note 3)
Paid-in Capital.
(Note 3)
Investment Method
(Note 7)
Accumulated investment
amount remitted from Taiwan
at initial period
(Note 3)
Accumulated investment
amount remitted from Taiwan
at initial period
(Note 3)
Investment amount remitted or recovered during the
period
Investment amount remitted or recovered during the
period
Accumulated investment
amount remitted from Taiwan
at the end of the period (Note 3)

The investee
companies for the
period income (Loss)

The Company's direct
or indirect investment
(%)
Recognized Investment
(loss)
(Note 1)
Year-end Investment
Carrying Amoount
(Note 1)
Remitted
Investment income
for the year end
Remitted Recovery
Hangzhou De Licacy Textile Co.,
Ltd.
Apex Textile Co., Ltd
Chang Sin Lucky Unique
EnterpriseCompany (Note 5)
Shanghai De Licacy Company
Apex (Anqing) Textile Co., Ltd
Production and sales of long and short
fiber fabric processing and finishing
Manufacture and sale of textile
products and dyeing and finishing
Manufacture, dyeing and sales of
various high-quality fabrics and
textiles
General Investment
Manufacture and sale of various high-
quality fabrics and textiles
$ 1,196,160
(USD 42,000,000)
370,240
(USD 13,000,000)
-
1,573,520
(USD 55,250,000)
296,192
(USD 10,400,000)
3. Best Alliance
International Limited
3.Bright Wisdom Ltd.
3.Hao Wan Company
3.Sin Hao Company
Samoa Sin Young
International Limited
3.Lucky Apex Ventures
Ltd.
$ 1,301,643
(Note 4)
(USD 18,289,091
And $ 780,770)
120,840
(USD 3,000,000
And $ 35,400)
71,200
(USD 2,500,000)
58,384
(USD 2,050,000)
296,192
(USD 10,400,000)
$ -
-
-
-
-
$ -
-
71,200
(USD 2,500,000)
-
-
$ 1,301,643
(Note 4)
(USD 18,289,091
And $ 780,770)
120,840
(USD 3,000,000
And $ 35,400)
-
58,384
(USD 2,050,000)
296,192
(USD 10,400,000)
$ 25,885
(
18,042 )
(
244 )
-
(
4,361 )
100
53.22
-
14.67
53.22
$ 27,000
(Note 6)
(
10,951 )
(
244 )
-
(
1,692 )

$ 1,730,774
193,570
-
38,339
164,027
$ -
-
-
-
-
Company Names Accumulated remittance of investments
from Taiwan to China at the end of the
period
(Note 3
Investmen Commission, MOEA approved
investment amount
(Note 3)
Investment quota in China according to the Investment Commission, MOEA
Hangzhou De Licacy Textile Co., Lt
Apex Textile Co., Ltd
Apex (Shanghai) Textile co., Ltd
Apex (Anqing) Textile Co., Ltd
d. $ 1,301,643
(USD 18,289,091 and $ 780,770)
$ 120,840
(USD 3,000,000 and $ 35,400)
$ 58,384
(USD 2,050,000)
$ 296,192
(USD 10,400,000)
$ 1,301,643
(USD 18,289,091and $ 780,770)
$ 120,840
(USD 3,000,000and$ 35,400)
$ 357,424
(USD 12,550,000)
$ 455,680
(USD 16,000,000)
(Note 2)
(Note 2)
(Note 2)
(Note 2)

Note 1: Recognized based on the financial statements of the investee company audited by the parent company's certified public accountants in Taiwan during the same period.

Note 2: In accordance with the newly revised "Regulations Governing the Examination of Investment or Technical Cooperation in Mainland China" dated August 29, 2018, the Company obtained the certification document issued by the Industrial Development Bureau, Ministry of Economic Affairs on August 28, 2017, which conforms to the scope of operation of the Ministry of Manufacturing Operations, so the calculation of investment limit is not required.

Note 3: The related amount was translated at the Foreign Exchange Rate of NT$28.48 per USD at the end of the period.

Note 4: Including the recognition of De Yi Company's investment of NT$111,616 (US$3,919,091) in Hangzhou Deli by way of debt in proportion to its shareholding.

Note 5: Changxin Lucky Unique Enterprise Company was liquidated on October 31, 2009 and remitted USD 2,706,075.53 (including capital stock of USD 2,500,000 and investment income of 206,075.53) to Hao Wan on November 30, 109. The Company then remitted to De Licacy Samoa Company.

Note 6: The difference is the unrealized gain or loss on disposal of fixed assets and investment fixed assets.

Note 7: (1) Investment in Mainland China through third-party remittance.

  • (2) Investment in China through a third-party company.

  • (3) Reinvestment in Mainland China through re-investment in an existing company in a third region.

  • 154 -

Stock Number:1464

De Licacy Industrial Co., Ltd.and Subsidiaries

Significant transactions with China investees directly or indirectly through third regions, the prices, payment terms, and unrealized gains or losses For year ended 31 December 2020

Schedule 9

(In thousands of New Taiwan Dollars)

Company Transaction Partner The relationship
with transaction
partner
Transaction Type Amount Trading Terms Trading Terms Notes, Accounts Receivable
(Payable)
Notes, Accounts Receivable
(Payable)
Unrealized
Income(loss)
Price P a ym e n t T e r m s
Comparison with
general transactions
Balance Percentage(
)
Der Fa Company
Eden Road Company
Eden Road
International Ltd.(H.K.)
Eden Road
International Ltd.(H.K.)
Thousand Well
International Limted
Fastpower Limited
Thousand Well
(Samoa) International
Limted
Fastpower (Samoa)
Limited
Futures co., Ltd
Futures co., Ltd
Total Express Ltd.
Hangzhou De Licacy Textile
Co., Ltd.
Hangzhou De Licacy Textile
Co., Ltd.

Hangzhou De Licacy Textile
Co., Ltd.

Hangzhou De Licacy Textile
Co., Ltd.
Hangzhou De Licacy Textile
Co., Ltd.
Hangzhou De Licacy Textile
Co., Ltd.
Hangzhou De Licacy Textile
Co., Ltd.
Hangzhou De Licacy Textile
Co., Ltd.
Apex Textile Co., Ltd
Apex (Anqing) Textile Co., Ltd
Apex Textile Co., Ltd
affiliated company
affiliated company
affiliated company
affiliated company
affiliated company
affiliated company
affiliated company
affiliated company
affiliated company
affiliated company
affiliated company
Sales
Sales
Sales
Purchase
Purchase
Purchase
Purchase
Purchase
Sales
Sales
Purchase
$ 60,260
5,457
6,745
13,231
332,601
34,064
105,665
8,347
5,885
15,119
915,988
Trade at general price
Trade at general price
Trade at general price
Trade at general price
Trade at general price
Trade at general price
Trade at general price
Trade at general price
Trade at general price
Trade at general price
Trade at general price
Open Account 120 days
Open Account 90 days
Open Account 90 days
Open Account 90 days
Open Account 90 days
Open Account 90 days
Open Account 90 days
Open Account 90 days
Open Account 90 days
Open Account 90 days
Open Account 90 days
No general customers
to compare
General customer open
account 45-120 days
General customer open
account 45-120 days
General customer open
account 45-120 days
No general customers
to compare
No general customers
to compare
No general customers
to compare
No general customers
to compare
No general customers
to compare
No general customers
to compare
No general customers
to compare
$ 8,982
-
3,400
(
12,975 )
-
-
(
5,935 )
(
8,344 )
4,253
2,575
(
45,499 )
58
-
2

14
-
-

100

100
62
38

100
$ -

-

-

-

-

-

-

-

-

-

-
  • 155 -

De Licacy Industrial Co., Ltd. Major Shareholders’ Information December 31, 2020

Schedule 10

Names of Major Shareholders No. of Shares
Number of shares
held(shares)
shareholding ratio
Fu-Fa International Investment Co. Ltd.
Fu-Hwa Investment Co. Ltd.
Fuson International Trade Co. Ltd.
32,928,067
30,000,994
30,000,443
8.56%
7.8%
7.8%
  • Note1: The information on major shareholders in this Schedule is based on the last business day of the quarter in which the shareholders held 5% or more of the Company's total common shares (including treasury stock) that have been delivered without physical registration. The share capital in the individual financial statements may differ from the actual number of shares delivered without physical registration due to differences in the basis of computation.

  • Note2: The above information is revealed by the trustee's individual subaccount of the trust account opened by the trustee if the shareholder has delivered the shares to the trust. As for the shareholder's shareholding of more than 10% of insider shares reported under the Securities and Exchange Act, the shareholdings include the shareholdings of the shareholders plus the shares delivered to the trust and the shareholder has the right to decide the use of the trust property, etc. Please refer to the Market Observation Post System for the information on insiders’ shareholding report.

  • 156 -

Stock Number:1464

De Licacy Industrial Co., Ltd.and Subsidiaries Property, Plant and Equipment For the years ended December 31 of 2020 and 2019

Schedule 11

(In thousands of New Taiwan Dollars)

Owned Land Land
Improvements
Buildings Machinery
Equipment
Transportation
Equipment
Other Equipment
Transportation
Equipment
Other Equipment
Property in
construction
Total
Cost
Balance as of January 1, 2019 $ 289,953
$ 11,310
$ 759,695
$ 1,291,707
$ 11,812
$ 376,955
$ 4,056
$ 2,745,488
Additions - - 1,582 89,723 825 5,450 13,750 111,330
Disposal - - -
(

75,297 )
-
(

678 )
-
(

75,975 )
Reclassification -
-
1,336
39,472
-
2,406
(
14,021)
29,193
Balance on December 31,
2019
$ 289,953
$ 11,310
$ 762,613
$ 1,345,605
$ 12,637
$ 384,133
$ 3,785
$ 2,810,036
Accumulated
depreciation
Balance as of January 1, 2019 $ -
$ 8,231
$ 485,337
$ 1,090,145
$ 10,956
$ 271,888
$ -
$ 1,866,557
Depreciation expense - 594 18,829 62,491 785 26,216 - 108,915
Disposal -
-
-
(
75,147)
-
(
72)
-
(
75,219)

Balance on December 31,
2019
$ -
$ 8,825
$ 504,166
$ 1,077,489
$ 11,741
$ 298,032
$ -
$ 1,900,253
Net amount on December 31,
2019
$ 289,953
$ 2,485
$ 258,447
$ 268,116
$ 896
$ 86,101
$ 3,785
$ 909,783
Costs
Balance on January 1, 2020 $ 289,953
$ 11,310
$ 762,613
$ 1,345,605
$ 12,637
$ 384,133
$ 3,785
$ 2,810,036
Additions 4,022 - 1,248 11,795 490 13,056 17,318 47,929
Disposal - - -
(

7,588 )
-
(

2,875 )
-
(

10,463 )
Reclassification -
-
1,244
74,084
-
14,922
(
19,514)
70,736
Balance on December 31,
2020
$ 293,975
$ 11,310
$ 765,105
$ 1,423,896
$ 13,127
$ 409,236
$ 1,589
$ 2,918,238
Accumulated
depreciation
Balance as of January 1, 2020 $ -
$ 8,825
$ 504,166
$ 1,077,489
$ 11,741
$ 298,032
$ -
$ 1,900,253
Depreciation expense - 459 19,020 75,896 544 26,117 - 122,036
Disposal -
-
-
(
7,588)
-
(
1,345)
-
(
8,933)

Balance on December 31,
2020
$ -
$ 9,284
$ 523,186
$ 1,145,797
$ 12,285
$ 322,804
$ -
$ 2,013,356
Net amount on December 31,
2020
$ 293,975
$ 2,026
$ 241,919
$ 278,099
$ 842
$ 86,432
$ 1,589
$ 904,882
  • 157 -

THE CONTENTS OF STATEMENTS OF MAJOR ACCOUNTING ITEMS§

ITEM
MAJOR ACCOUNTING ITEMS IN ASSETS, LIABILITIES AND
EQUITY
Statement of cash
Statement of financial assets at fair value through profit or loss -
current
Statement of financial assets at amortized cost - current
Statement of Notes receivable(including related parties)
Statement of accounts receivable net (including related parties)
Statement of inventories
Statement of prepayments
Statement of other current assets
Statement of changes in financial assets at fair value through other
comprehensive income - noncurrent
Statement of changes in investments by the equity method
Statement of changes in property, plant and equipment
Statement of changes in accumulated depreciation and impairment
of property, plant and equipment
Statement of changes in right-of-use assets
Statement of changes in accumulated depreciation of right-of-use
assets
Statement of changes in intangible assets
Statement of deferred income tax assets
Statement of short-term borrowings
Statement of short-term notes payable
Statement of financial liabilities at fair value through profit or loss -
current
Statement of notes payable (including related parties)
Statement of accounts payable (including related parties)
Statement of other payables
Statement of provision for liabilities - current
Statement of other current liabilities
Statement of long-term loans
Statement of lease liabilities
Statement of deferred income tax liabilities
Statement of profit and loss items
Statement of operating revenues
Operating costs
Statement of marketing expenses
Statement of administrative expenses
Research and development expenses
Statement of other income and expense net
Statement of Finance Costs
Statement of labor, depreciation and amortization by
function.
S T A T E M E N T I N D E X
Statement 1
Statement 2
Statement 3
Statement 4
Statement 5
Statement 6
Note 16
Note 17
Statement 7
Statement 8
Note 13
Note 13
Note 14
Note 14
Note 15
Note 27
Statement 9
Statement 10
Note 7
Statement 11
Statement 12
Note 20
Note 22
Statement 13
Statement 14
Note 14
Note 27
Statement 15
Statement 16
Statement 17
Statement 17
Statement 17
Note 26
Note 26
Statement 18
  • 158 -

De Licacy Industrial Co., Ltd. Statement of Cash

December 31, 2020

Statement 1

Unit: NT$1,000 (but the unit price is NTD)

Item
Cash in hand and working capital
Bank Deposits
Checks
and
Demand
Deposits-New
Taiwan Dollars
Foreign
currency
demand
deposits
(Note)
Amount



$ 410
170,771
170,176
340,947
$ 341,357

Note:USD$5,975,240 (based on USD$1=$28.48) and JPY$2,212 (based on JPY$1=0.2763).

  • 159 -

De Licacy Industrial Co., Ltd.

Statement of financial assets at fair value through profit or loss - current

December 31, 2020

Statement 2

Unit: NT$1,000

(but the unit price is NTD)

Name of Financial
Product
Funds
Hua NanSaudi
Arabian National
Oil Fund
Shares
285,000
Amount
$ 9,387
Acquisition
Costs

$ 10,000
Fair Value
Unit Price
Total
Amount
32.94
$ 9,387
Fair Value
Unit Price
Total
Amount
32.94
$ 9,387
Provision of
guarantees
orpledges
Unit Price
32.94
none
  • 160 -

De Licacy Industrial Co., Ltd. Statement of financial assets at amortized cost – current December 31, 2020

Statement 3

Unit: NT$1,000 (but the unit price is NTD)

Item
Taiwan
Dollar
Demand
Deposit
Taiwan Cooperative
Bank
Foreign Currency Demand
Deposit (Note 1)
O-Bank
Taiwan Dollar Time Deposit
Mega Bank
Taiwan Cooperative
Bank
Foreign Currency Time
Deposits (Note 2)
O-Bank
DBS Bank Limited
Taishin Bank
First Commercial
Bank
Hua Nan Commercial
Bank
Mega Bank
Bank Sinopac Co. Ltd.
Entie Commercial
Bank, Ltd.
E.Sun Commercial
Bank., Ltd.
Annual interest
rate()
0.07
0.09
0.270.53
0.25
0.3
0.30.37
0.27
0.380.6
0.280.37
0.390.5
0.31
Period
2020.12.282021.01.28
2020.12.012021.05.01
2020.07.142021.02.28
2020.10.162021.01.16
2020.10.232021.01.22
2020.11.272021.03.09
2020.10.202021.02.02
2020.07.052021.06.16
2020.10.292021.03.08
2020.12.092021.03.23
2020.12.282021.03.28
Amount






$ 30,016
272,177
8,000
13,500
21,500
841,882
85,440
99,680
231,235
304,454
179,424
153,792
48,416
421,670
2,365,993
$ 2,689,686

Note 1: USD $9,556,773 (calculated based on USD $1=$28.48) Note 2: USD$83,075,610 (calculated based on USD$1=$28.48)

  • 161 -

De Licacy Industrial Co., Ltd.

Statement of Notes receivable(including related parties)

December 31, 2020

Statement 4

Unit: NT$1,000

CompanyName
Non-related party
Shin Yuan Limited
GIANT TEXTILE ENTERPRISE CO.,
LTD.
WEI HSU CO., LTD.
Other (Note)
Related Party
Lucky Unique Enterprise Company
Tung Ming Company
Other (Note)
Amount





$ 13,052
4,514
3,243
5,623
$ 26,432
$ 21,394
2,533
1,225
$ 25,152

Note The balance of each account included does not exceed 5% of the total amount of each subject.

  • 162 -

De Licacy Industrial Co., Ltd.

Statement of accounts receivable net (including related parties) December 31, 2020

Statement 5

Unit: NT$1,000

Name of Customer
Non-related parties
SINTEX INTERNATIONAL LTD.
PT PRIMA LTD.
Other (Note 1)
Less: Allowance for losses
Related Party
Lucky Unique Enterprise Company
New Lake Ltd.
Chadtex Industrial Co., Ltd.
Other (Note 2)
Amount






$ 141,518
29,464
226,221
397,203
50,103
$ 347,100
$ 85,961
13,947
8,627
8,359
$ 116,894
  • Note 1: The balance of each account included does not exceed 5% of the total accounts receivable. Of which, $30,842,000 was aged over 12 months and an allowance for loss of $30,842,000 was provided.

  • Note 2: The balance of each account included did not exceed 5% of the total

  • accounts receivable - related parties.

  • 163 -

De Licacy Industrial Co., Ltd.

Statement of Inventories

December 31, 2020

Statement 6

Unit: NT$1,000

Item
Finished goods
Work-in-progress
Raw materials
Amount Amount
Cost
$ 922,188
268,596
180,972
$ 1,371,756
Market Price
(Note)




$ 1,090,153
452,316
192,026
$ 1,734,495

Note: Market value is based on net realizable value.

  • 164 -

De Licacy Industrial Co., Ltd.

Statement of changes in financial assets at fair value through other comprehensive income - noncurrent

December 31, 2020

December 31, 2020 31, 2020
Statement 7
Name
Chia Her Industrial Co., Ltd private
equity
Beginning
Shares
Amount
4,975,176$ 51,294
Increase in the currentperiod
Amount
$ 4,928
Decrease in the current period
(Note)
Shares
Amount
2,709,085$ -
Ending
Shares
Fair Value
2,266,091$ 56,222
Unit: share. NT$1000
(unit price is NTD)
Accumulated
loss
Provision of
guarantees or
pledges
Not applicable none
Shares
4,975,176
Shares
-
Shares
2,709,085
Shares
2,266,091
none

Note: This is a capital reduction to cover the loss of Chia Her Industrial Co., Ltd.

  • 165 -

D e L ic a c y I nd u s t r ia l C o . , Lt d .

S t a t e me nt o f c ha n g e s i n in v e s t me nt s a c c o u nt e d b y t h e e q u it y me t ho d

S t a t e me nt 8

Unit: NT$1,000

2 0 2 0

Investment by equity method
De Licacy (Samoa)
Holding Company
Tung Ming Textile Co.,
Ltd.
Lucky Unique
Enterprise Co., Ltd.
De-Fa International
Industrial Co., Ltd.
Chadex Industrial Co.,
Ltd.
View Best Global
Limited
De Licacy (BVI)
Holdings Co.
De Kao Trading Co.,
Ltd.
Beginningb Beginningb alance

Amount
$ 2,996,495
209,427
296,499
65,462
234,874
41,637
3,063,449

9,801
$ 6,917,644
Increase(Decrease)in theyear
Shares
Amount
11,059,273
$ 320,241
( 15,279,600)
(
258,989)
( 13,807,405)
(
166,652)
-
-
1,598,818
21,329
540,000
15,622
-
-
( 1,200,000)
(
12,000)
($ 80,449)
Changes in theyear Actuarial gain
or loss of
defined benefits
$ 837
-
(
216)
-
-
-
-

-
$ 621
Endingbalance Amount
$ 3,393,211
-
111,412
49,709
239,702
41,053
3,012,615

-
$ 6,847,702
Market Value or
Net Equity

$ 3,497,273
-
111,470
49,665
239,921
41,053
3,020,823

-
$ 6,960,205
Evaluation basis
Equity Methos






Provision of
guarantees or
pledges
Shares
41,545,109
15,279,600
23,743,612
5,500,000
17,332,280
1,935,000
27,010
1,200,000
Shares
11,059,273
( 15,279,600)
( 13,807,405)
-
1,598,818
540,000
-
( 1,200,000)
Investment
(loss)income
( $ 188)
7,020
7,549
(
15,753)
3,893
(
14,796)
107,012
(
850)
$ 93,887
Unrealized
income/loss
$ -
-
2,117
-
473
(Note4)
-
-

-
$ 2,590
Cash Dividend
$ -
-
(
7,949)
-
(
31,198)
-
-

-
($ 39,147)
Capital Surplus

$ 5,410
(Note 1)
42,984
(Note 2)
(
28,150)
(Note3)
-
675
-
-

3,049
$ 23,968
TreasuryStocks
$ -
-
12,681
-
-
-
-

-
$ 12,681
Exchange
differences on
translation of
financial
statements of
foreign
operating
institutions
$ 70,416
(
227)
(
3,135)
-
-
(
1,410)
(
157,846)

-
($ 92,202)
Unrealized gain
or loss on
investments in
equity
instruments
measured at fair
value through
other
comprehensive
income
$ -
(
215)
(
1,332)
-
9,656
-
-

-
$ 8,109
Shares
52,604,382
-
9,936,207
5,500,000
18,931,098
2,475,000
27,010
-
Shareholding
ratio()
100
-
24.98
100
55.06
100
100
-













none






N o t e 1 : T h e d e c r e a se o f $ 8 , 0 8 4 , 0 0 0 i n t h e c a p it a l in c r e a se o f S u b s id ia r y a nd t he i n c r e a s e o f $ 1 3 , 4 9 4 , 0 0 0 i n t he r e o r g a n iz a t io n u nd e r c o m mo n c o nt r o l w e r e no t r e c o g n iz e d in p r o p o r t io n t o t he s h a r e ho ld i n g . N o t e 2 : T h e in c r e a s e o f $ 4 2 , 9 8 4 , 0 0 0 w a s d u e t o t he r e o r g a n iz a t io n u nd e r c o m mo n c o nt r o l.

N o t e 3 : T h e d e c r e a se o f $ 3 5 , 6 0 9 , 0 0 0 fo r t he r e o r g a n iz a t io n u n d e r c o m mo n c o nt r o l a n d t h e in c r e a s e o f $ 7 , 4 5 9 , 0 0 0 fo r t h e d is p o s a l o f S u b s id ia r y. N o t e 4 : O f w h ic h , $ 2 1 2 , 0 0 0 w a s r e a l iz e d fr o m t he d is p o sa l o f p r o p e r t y, p la nt a n d e q u ip me n t .

  • 166 -

De Licacy Industrial Co., Ltd. Statement of short -term borrowings December 31, 2020

Statement 9

Unit: NT$1,000

Bank Name
First Commercial Bank
The Shanghai Commercial & Savings Bank
JIH SUN INTERNATIONAL BANK
Taishin Bank
Bank of Taiwan
Bank Sinopac Co. Ltd.
Land Bank of Taiwan
Entie Commercial Bank, Ltd.
Shin Kong Commercial Bank Co., Ltd.
DBS Bank Limited
Cathay United Bank Company Limited,
Hua Nan Commercial Bank
The Bank of East Asia Limited
The Export-Import Bank of the Republic of China
Yuanta Commercial Bank Co., Ltd.
Taipei Fubon Bank
KGI Commercial Bank Co., Ltd.
E.Sun Commercial Bank., Ltd.
Bank Of Panshin
Taishin Bank
Hua Nan Commercial Bank
First Commercial Bank
DBS Bank Limited
Mega Bank
O-Bank
Bank Sinopac Co. Ltd.
E.Sun Commercial Bank., Ltd.
Taiwan Cooperative Bank
Entie Commercial Bank, Ltd.
Nature of Borrowing
Credit Loans


















Collateralized Borrowing








Amount
$ 207,976
50,000
50,000
75,000
50,000
80,000
20,000
240,000
50,000
135,000
80,000
260,000
150,000
60,000
150,000
97,000
100,000
30,000
50,000
1,934,976
88,000
272,000
200,000
77,000
187,000
1,013,000
140,000
40,000
290,000
370,000
2,677,000
$ 4,611,976
Contract Period
2020.10.062021.03.26
2020.12.302021.12.18
2020.11.172021.02.17
2020.12.072021.01.07
2020.11.232021.02.19
2020.12.282021.03.26
2020.10.292021.02.26
2020.12.282021.06.26
2020.12.172021.01.17
2020.10.152021.01.13
2020.12.282021.02.05
2020.12.182021.02.18
2020.11.202021.04.23
2020.03.272021.03.27
2020.08.312021.02.26
2020.11.042021.02.16
2020.11.272021.05.27
2020.12.172021.03.17
2020.10.292021.02.10
2020.12.072021.01.07
2020.12.042021.01.04
2020.11.272021.02.26
2020.09.042021.03.03
2020.08.102021.04.19
2020.08.122021.02.26
2020.10.272021.03.26
2020.12.302021.03.30
2020.06.292021.02.07
2020.12.092021.03.23
Interest rate range()
1.351.40
1.41
1.40
1.3
1.4
1.20
1.20
1.17
1.25
1.10
1.20
1.22
1.31
0.79
1.33
1.30
1.23
1.15
1.41
1.00
1.13
1.05
1.00
1.101.20
1.011.11
1.001.02
0.83
1.4
0.85
Lines of credit
270,000
50,000
50,000
75,000
50,000
80,000
50,000
240,000
50,000
150,000
80,000
260,000
150,000
80,000
150,000
100,000
100,000
50,000
50,000
100,000
274,000
200,000
500,000
330,000
1,200,000
200,000
300,000
300,000
600,000
Endorsement or Guarantee
The Chairman of the Company is the guarantor.


















Time deposits








  • 167 -

Unit: NT$1,000

Statement 10

De Licacy Industrial Co., Ltd.

Statement of short-term notes payable

December 31, 2020

Guarantee or Acceptance Agency
Grand Bills Finance Corp.
Taiwan Cooperative Bills Finance Corp.
China Bills Finance Corp.
Mega Bills Finance Co. Ltd.
Dah Chung Bills Finance Corp.
Da Ching Bills Finance Corp.
Taiwan Finance Corp
International Bills Finance Corp.
O-Bank
Period
2020.11.202021.01.29
2020.12.252021.02.23
2020.12.042021.01.04
2020.11.052021.01.04
2020.12.112021.02.04
2020.12.182021.02.26
2020.09.182021.01.08
2020.10.072021.01.05
2020.12.212021.03.19
Discount Rate(annual)()
0.500
0.902
0.400
0.852
0.850
1.040
1.140
0.650
0.330
Amount
Issuin Amount
$ 50,000
100,000
50,000
50,000
50,000
50,000
50,000
50,000
260,000
$ 710,000
Unamortized ticket
discount
( $ 20 )
(
133 )
(
3 )
(
5 )
(
41 )
(
81 )
(
28 )
(
5 )
(
183)
($ 499)
CarryAmount


(
(
(
(
(
(
(
(
(
(


$ 49,980
99,867
49,997
49,995
49,959
49,919
49,972
49,995
259,817
$ 709,501
  • 168 -

De Licacy Industrial Co., Ltd.

Statement of notes payable (including related parties)

December 31, 2020

Statement 11

Unit: NT$1,000

CompanyName
Non-related parties
JEAN WAN INTERNATIONAL CO.,
LTD.
Rui Chong Limited
Farsmart Co. Ltd.
Hsinjung Fiber Industry Co., Ltd
SUN WAN INTERNATIONAL CO.,
LTD.
Other (Note)
Related Party
Lucky Unique Enterprise Company
Tung Ming Company
Amount





$ 6,873
6,523
5,030
3,732
3,490
35,557
$ 61,205
$ 22,197
10,009
$ 32,206

Note: The balance of each account included does not exceed 5% of the total Notes Payable.

  • 169 -

De Licacy Industrial Co., Ltd.

Statement of Accounts Payable(including related parties)

December 31, 2020

Statement 12

Unit: NT$1,000

CompanyName
Non-related party
YI SHIN TEXTILE INDUSTRIAL CO.,
LTD.
Other (Note)
Related Party
New Lake Ltd.
Tung Ming Company
Lucky Unique Enterprise Company
Chadtex Industrial Co., Ltd.
Amount





$ 18,542
76,367
$ 94,909
$ 43,685
29,156
8,134
2,896
$ 83,871

Note: The balance of each account included does not exceed 5% of the total accounts payable.

  • 170 -

De Licacy Industrial Co., Ltd.

Statement of other current liabilities

December 31, 2020

Statement 13

Unit: NT$1,000

Item
Receipts in suspense
Receipts in lieu
Other (Note)
Amount


$ 45,004
4,632
1,593
$ 51,229

Note: The individual balances included do not exceed 5% of other total current liabilities.

  • 171 -

De Licacy Industrial Co., Ltd. Statement of Long-term Loans December 31, 2020

Unit: NT$1,000

Statement 14

Bank Name
The Export-Import Bank of
the Republic of China
The Export-Import Bank of
the Republic of China
O-Bank
Hua Nan Commercial Bank
Mega Bank
O-Bank(Lead bank of
syndicated loan)
O-Bank(Lead bank of
syndicated loan)

Less: syndicated loan
organizing fees
Summary
Mortgage loan
Credit loan



Syndicated loan
Commercial paper
guarantee for
syndicated loans
Endingbalance
$ 12,000
240,000
250,000
293,400
88,000
1,400,000
799,932
3,083,332
4,653
$ 3,078,679
Expiry Amount within
1year
$ 1,333
80,000
-
12,158
3,667
176,000

-
273,158

-
$ 273,158
Amount over than 1
year
$ 10,667
160,000
250,000
281,242
84,333
1,224,000

799,932
2,810,174

4,653
$ 2,805,521
Contract Period
2020.11.272024.08.15
2017.01.192025.03.20
2019.05.222029.07.09
2019.08.202029.11.12
2020.10.082025.10.08
2019.02.222024.02.22
2020.10.162021.01.08
Interest Rate(%)

0.63

1.391.50


0.21

0.651.3

1.39

1.797

0.85
Mortgage orguarantee










Machinery and Equipment
The Chairman of the Company
is the guarantor




  • 172 -

De Licacy Industrial Co., Ltd.

Statement of Operation Income

2020

Statement 15

Unit: NT$1,000

Item
Sales Revenue
Finished Fabric
Yarn and processed yarn
Garments and garment substrates
Dyeing auxiliaries, pulp and main
materials
Processing revenue
Less: Sales returns
Sales Discount
Net amount
Quantity
31,685,000 yards
1,836,000 kg
747,000 pieces
186,000 kg
193,000 yards
Amount




$ 2,751,542
221,690
69,470
8,917
3,051,619
3,591
3,055,210
17,779
31,791
$ 3,005,640
  • 173 -

De Licacy Industrial Co., Ltd.

Statement of Operating Cost

2020

Statement 16

Unit: NT$1,000

Item
Beginning Materials
Add: Current year material imports
Recovery of decline and slow-moving
inventory
Less: Inventory loss
Sale of raw materials
Ending raw materials
Transfer to research and development
expenses
Transfer to manufacturing costs
Direct raw material consumption
Direct Labor
Manufacturing Costs
Add: Processing costs
Less: Transferred research and development costs
Manufacturing Costs
Add: Beginning work-in-progress
Current year shipments
Transfer of finished goods
Gain on reversal of inventory decline and
slowness
Less: Inventory losses
Sale of work in progress
Ending work-in-progress
Transfer to research and development
expenses
Transfer to marketing expenses
Transfer to administrative expenses
Transfer to manufacturing costs
Cost of finished goods
Add: Beginning finished goods
Current year shipments
Less: Ending finished goods
Inventory loss
Transfer to work-in-progress
Transfer to marketing expenses
Transfer to research and development
expenses
Transfer to manufacturing costs
Loss on decline and slow-moving inventory
Cost of production and sales
Cost of raw materials and work-in-process sold
Unallocated fixed manufacturing costs
Underlying revenue
Inventory losses
Loss on decline in value of inventories
Total operating costs
Amount





(

$ 157,741
1,080,644
317
1
150,247
180,972
3,377
30,397
873,708
203,137
577,175
283,992
2,968
1,935,044
278,862
23,378
1,989,975
105
62
64,284
268,596
1,387
10
131
1,173
3,891,721
857,714
726,155
922,188
13
1,989,975
8,424
11,095
86
24,047
2,519,762
214,531
49,874

582 )
76
23,625
$ 2,807,286
  • 174 -

Unit: NT$1,000

De Licacy Industrial Co., Ltd. Statement of operation expense 2020

Statement 17

Salary

Shipping Expenses

Research fees

Depreciation

Representation fees

Export expenses

Insurance expenses

Labor costs

Donations

Expected credit
impairment loss
Other (Note)
Summary
Salaries, bonuses and
overtime fees, etc.

Land, sea and air
freight expenses, etc.
Product development
expenses
Depreciation of
property, plant and
equipment and right-
of-use assets
Expenses related to
business development
Inspection and testing
fees, etc.
Labor and health
insurance fees, etc.
Accountant's auditing
fee and stock agency
service fee
Donation to
Educational
Foundation

Marketing
Expense
$ 45,011


50,479
-
14,249

11,266
16,254
4,852
-
-
-
39,813

$ 181,924
Administratio
n Expense

$ 31,890

344
-
4,618
5,121
-
5,285
10,501
6,340
-

35,176

$ 99,275
R&D expense
$ 54,319

630
28,431
3,768
83
-
6,001
80
-
-

29,766

$ 123,078

Expected
credit
impairment
loss
$ -

-
-
-
-
-
-
-
-
33,378

-

$ 33,378
Total












$ 132,220
51,453
28,431
22,635
16,470
16,254
16,138
10,581
6,340
33,378
104,755
$ 437,655

Note: The amount of each item does not exceed 5% of the amount of this account

  • 175 -

De Licacy Industrial Co., Ltd. Statement of labor, depreciation and amortization by function.

Statement 18 Unit: NT$1,000

Employee Benefits
Payroll

Labor and Health
Insurance
expense
Pension
Remuneration
to directors
Other


Depreation

Amortization
2020 Total
$ 385,527

43,155
17,467
4,151
16,245

$ 466,545

$ 135,352

93
2019
Operation Cost
$ 258,458

27,649
9,052
-
9,206

$ 304,365

$ 112,717

-
Operation
Expense
$ 127,069

15,506
8,415
4,151
7,039

$ 163,180

$ 22,635

93
Operation Cost
$ 298,645

27,943
8,925
-
9,539

$ 345,052

$ 101,690

-
Operation
Expense
$ 160,503

16,132
8,791
13,500
7,470

$ 206,396

$ 16,566

148
Total


















$ 459,148
44,075
17,716
13,500
17,009
$ 551,448
$ 118,256
148
  • Note: The number of employees for the current year and the previous year were 829 and 852, respectively, of which the number of directors who were not also employees in 2020 and 2019 were 4 and 5, respectively.

  • (1) The average employee benefit expense for the year was $56 0,000 ("Total employee benefit expense for the year - Total director's remuneration"/"Number of employees for the year - Number of directors who are not concurrent employees"). The average employee benefit expense for the previous year was $635,000 ("Total amount of employee benefit expense for the previous year - Total amount of directors' remuneration" / "Number of employees for the previous year - Number of directors who were not also employees").

  • (2) The average employee sala ry expense for the year was $46 7,000 (Total salary expense for the year / "Number of employees for the year - Number of directors who were not also employees"). The average employee salary expense for the previous year was $542,000 (Total salary expense for the previous year / "Number of employees for the previous year - Number of directors who were not also employees").

  • (3) Change in average emp loyee salary cost adjustment (1 4%) ("Average employee salary cost for the current year - Average employee salary cost for the previous year"/ Average employee salary cost for the previous year).

  • (4) The Company's employee compensation policy is to provide employees with compensation and benefits that are above the industry average. Employee compensation includes monthly salaries (including special allowances, special expenses, production bonuses, etc. for performance and production results), bonuses for the three holidays (Spring Festival, Labor Day, and Mid -Autumn Festival), and compensation based on the Company's annua l profitability (year-end bonuses). In accordance with Article 26 of the Company's Articles of Incorporation, the Company shall set aside no less than 4% of the Company's annual profits as employee compensation, and the amount and distribution method shall be recommended by the Compensat ion Committee to the Board of Directors for approval.

  • (5) The chairman, vice chairman, and managers (including managers who serve as directors) of the Company shall be paid monthly in accordance with the Salary Control Act. In the event of a salary increase or a change in position during their term of office that results in an increase in compensation or the payment of a year -end bonus, the compensation committee shall consider the matter and submit it to the Board of Direct ors for a resolution. In accorda nce with Article 26 of the Company's Articles of Incorporation, the Board of Directors shall recuse itself from voting on any resolution of compensation for itself and its related parties. In accordance with Article 26 of th e Company's Articles of Incorporation, if the Company makes a profit in a year, the Board of Directors shall resolve to set aside not more than 3% of the remuneration of the directors. However, if the Company still has accumulated losses, the amount of com pensation shall be reserved in a dvance and then the remuneration to the directors shall be provided in accordance with the aforementioned percentage.

  • (6) The remuneration for independent directors shall be NT$250,000 per year for each director, regardless of profit or loss.

  • (7) The company has established an audit committee to replace the supervisor

  • 176 -

5. The most recent annual audited consolidated financial statements

Statement of Financial Report on Consolidation of Related Enterprises

For the year ended December 31, 2020, pursuant to the “Compilation Standards for the Consolidated Financial Statements of the Affiliated Enterprises and the Relationship Report of the Consolidated Business Report of Affiliated Enterprises”, the Company is that is required to be included in the consolidated financial statements of affiliates, is the same as the company required to be included in the consolidated financial statements under International Financial Reporting Standards 10, and if relevant information that should be disclosed in the consolidated financial report of the affiliated company has been disclosed in the former consolidated financial report of the parent-subsidiary company. Separately prepare the consolidated financial report of the related companies.

We hereby declare all details.

Company Name: De Licacy Industrial Co., Ltd. Chairman: Yeh, Chia-Ming

Date: 19 March 2021

  • 177 -

Lndependent Auditors’ Report

Dear the Board of Directors and Shareholders of De Licacy Industrial Co., Ltd.

Opinion

We have audited the accompanying financial statements of De Licacy Industrial Co., Ltd and its subsidiaries (the “De Licacy Group”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the consolidated statements of comprehensive income, consolidated changes in equity and consolidated cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies.

In our opinion, which is based on our and other accountants’ auditing results (please refer other matters section) and accompanying consolidated financial statements present fairly, in all material respects, the financial position of the De Licacy Group as of December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (“IFRS”), International Accounting Standards (“IAS”), Interpretations of IFRS (“IFRIC”), and Interpretations of IAS (“SIC”) endorsed by the Financial Supervisory Commission (“FSC”) of Taiwan, the Republic of China (“ROC”).

Basis of Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the ROC. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Corporation in accordance with The Norm of Professional Ethics for Certified Public Accountant of the ROC, 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 Matter

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The descriptions of the key audit matter of the 2020 consolidated financial statements of the De Licacy Group are as follows:

As stated in Note 4.7 Inventories, Note 5 Impairment loss of Inventories, and Note 11 Inventories of the Consolidated Financial Statements, the amount of inventories as of December 31, 2020 amounted to NT$3,210,797,000 (hereinafter referred to as "Inventories"), accounting for 18% of the total consolidated assets.

Because the carrying amount of inventories is material to the consolidated financial statements, and the evaluation of doubtful and obsolete inventories involves significant management judgment, the evaluation of inventory doubtfulness is considered a critical review

  • 178 -

.

Due to the book value of inventory is significant to the overall consolidated financial reports, and the evaluation of dull and obsolete inventory involves significant judgment of the management, the evaluation of dull inventory is listed as a key audit item.

We have reviewed the reasonableness of the assessment of inventory obsolescence as follows.

  • (1) To understand and evaluate the effectiveness of the design and implementation of the inventory internal control system.

  • (2) To evaluate the aging of inventories at the end of the year and verify the correctness of the ageing of inventories on a sample basis, and then recalculate the appropriateness of the provision for inventory doubtfulness loss.

  • (3) Conduct inventory stocktaking at the end of the year to confirm and evaluate whether the inventory is obsolete or damaged.

Other Matters

The consolodated financial statements included in the consolidated financial statements of Deloitte Touche Tohmatsu, Inc. and its investment in New Premium Enterprise Co., Ltd. Accordingly, our opinion on the consolidated financial statements referred to above, which relates to the amount of the aforementioned investment and its comprehensive income and loss, was based on the audited reports of other auditors. The above investments accounted for by the equity method amounted to $46,459,000 and $96,773,000 as of December 31, 2020 and 2019, respectively, representing less than 1% and 1% of the total consolidated assets The consolidated loss recognized under the equity method amounted to $50,314,000 and $28,489,000 for the years ended December 31, 2020 and 2019, respectively, which accounted for (22%) and (6%) of the consolidated total profit or loss.

De Licacy Industrial Co., Ltd. has prepared its individual financial statements for the years ended December 31, 2020 and 2019, and we have issued an unqualified audit report, with additional qualifications for refernce.

Management's and Governance's Responsibility for the Consolidated Financial Statements

Management's responsibility is to prepare consolidated financial statements in conformity with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, and Interpretations and Interpretations issued by the Financial Supervisory Commission, and to maintain such internal control relevant to the preparation of consolidated financial statements as is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management's responsibility also includes assessing the ability of the Group to continue as a going concern, the disclosure of related matters, and the adoption of the going concern basis of accounting, unless management intends to liquidate the Group or cease operations, or there is no practical alternative to liquidation or discontinuation of operations.

The governance unit (Audit Committee) of the Group has the responsibility for overseeing the financial reporting process.

  • 179 -

Auditors’ Responsibilities for the Audit of the 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 auditing standards generally accepted in the ROC will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

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

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

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

  4. 4.Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the 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 Corporation to cease to continue as a going concern.

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

  6. We have obtained sufficient and appropriate auditing evidence of the financial information of the constituent entities of the Group to express our opinions on the consolidated financial statements. We are responsible for the guidance, supervision and execution of the Group's audits and we are responsible for providing auditing opinions with the Group.

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.

  • 180 -

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 2020 financial statements and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Chao-Chin Yang and Chi-Jen Lee.

Financial Supervisory Commission Authorized No. Jin-Kuan-Chen-Sheni-Tzu No. 1060023872

Securities and Futures Commission Autnorized No. Tai-Tsai-Cheng-6-Tzu No. 0920123784

Date: 19 March 2021

  • 181 -

De Licacy Industrial Co., Ltd.and Subsidiaries Consolidated Balance Sheets

The Years Ended December 31, 2020 and 2019

(In thousands of New Taiwan Dollars)

Code
1100
1110
1120
1136
1150
1160
1170
1180
1200
1210
130X
1410
1479
11XX
1517
1535
1550
1600
1755
1760
1805
1821
1840
1920
1975
1990
15XX
1XXX
CODE
2100
2110
2120
2150
2160
2170
2180
2219
2220
2230
2280
2322
2365
2399
21XX
2541
2580
2570
2630
2640
2645
25XX
2XXX
3100
3110
3200
3310
3320
3350
3300
3400
3500
31XX
36XX
3XXX
Assets
Current assets
Cash and cash equivalents (Notes 4 and 6)
Financial assets at fair value through profit and loss- (Notes 4 and 7)
Financial assets at fair value through other comprehensive gains and losses-current (notes 4 and
8)
Financial assets at amortized cost-current (Notes 4, 9 and 38)
Notes receivable (Notes 4, 10 and 28)
Notes receivable-related parties (Notes 4, 10, 28 and 37)
Net accounts receivable (Notes 4, 10 and 28)
Accounts receivable-net amount of related parties (Notes 4, 28 and 37)
Other receivables (Note 10)
Other receivables-related parties (Note 37)
Inventory (Notes 4, 5 and 11)
Prepayments (Note 19)
Other current assets (Notes 20 and 30)
Total current assets
Non-current assets
Financial assets measured at fair value through other comprehensive gains and losses-non-
current (Notes 4 and 8)
Financial assets measured at amortized cost-non-current (Notes 4 and 9)
Investments using the equity method (Notes 4 and 13)
Property, plant and equipment (Notes 4, 14, 37 and 38)
Right-of-use assets (Notes 4, 15 and 38)
Investment properties (Notes 4, 16 and 38)
Goodwill (Notes 4 and 17)
Other intangible assets (Notes 4 and 18)
Deferred tax assets (Notes 4 and 30)
Deposited margin (Note 4)
Net confirmed welfare assets-non-current (Notes 4 and 26)
Other non-current assets (note 20)
Total non-current assets
Total assets
Liabilities and Equity
Current liabilities
Short-term loans (note 21 and 38)
Short-term notes payable (Note 21)
Financial liabilities measured at fair value through profit and loss-current (notes 4 and 7)
Notes payable (Note 22)
Notes payable-related parties (Note 37)
Accounts payable (Note 22)
Accounts payable-related parties (Note 37)
Other payables (note 23)
Other payables-related parties (Note 37)
Current income tax liabilities (Notes 4 and 30)
Lease liabilities-current (Notes 4 and 15)
Long-term loans due within one year (Notes 21 and 38)
Refund liabilities-current (notes 4 and 25)
Other current liabilities (Note 28)
Total current liabilities
Non-current liabilities
Long-term bank loans (Notes 21 and 38)
Lease liabilities-non-current (Notes 4 and 15)
Deferred tax liabilities (Notes 4 and 30)
Non-current deferred income (Notes 4 and 24)
Net confirmed benefit liabilities-non-current (Notes 4 and 26)
Deposit margin
Total non-current liabilities
Total liabilities
Equity attribuSchedule to the owners of the company (Note 27)
Stocks
Common stocks
Capital reserve
Retained surplus
Legal surplus reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equities
Treasury stocks (note 4)
Total equity of company owners
Non-controlling interests (note 27)
Total equity
Total
December 31
2020

7
-
-
16
-
-
9
1
1
1
18
1
3
57
1
-
5
33
2
-
-
-
2
-
-
-
43
100
36
4
-
-
-
4
-
3
1
-
-
2
-
1
51
18
-
-
-
-
-
18
69
22
4
2
2

1)
3

2)
-
27
4
31
100
December 31
2019
Amount
$ 1,223,480
64,704
38,979
2,816,902
79,586
24,845
1,614,862
147,303
116,078
114,870
3,210,797
156,743
561,533
10,170,682
120,056
27,725
793,054
5,922,156
370,567
65,071
12,996
15,423
283,407
17,082
5,476
43,735
7,676,748
$ 17,847,430
$ 6,400,957
709,501
20,927
72,165
32,206
650,938
98,596
498,196
183,505
5,814
27,739
282,952
3,705
121,343
9,108,544
3,181,005
14,435
36,823
49,376
-
2,464
3,284,103
12,392,647
3,845,657
791,558
283,732
401,956
162,083)
523,605
456,503)
-
4,704,317
750,466
5,454,783
$ 17,847,430
Amount
$ 1,343,347
61,908
-
2,449,905
177,969
-
1,801,429
159,252
204,263
257,459
3,350,147
200,598
728,140
10,734,417
111,010
25,229
727,795
6,279,836
451,968
64,716
12,444
17,294
175,568
21,643
-
161,728
8,049,231
$ 18,783,648
$ 5,270,282
429,790
2,462
145,447
-
651,628
139,678
669,316
248,464
14,758
46,679
1,174,746
6,523
136,918
8,936,691
3,372,293
58,701
53,135
34,853
55,544
4,250
3,578,776
12,515,467
3,845,657
942,169
228,353
293,042
578,530
1,099,925
401,956)
12,681)
5,473,114
795,067
6,268,181
$ 18,783,648














(

(















(

(



















(
(
















(



7
-
-
13
1
-
10
1
1
1
18
1
4
57
1
-
4
34
2
-
-
-
1
-
-
1
43
100
28
2
-
1
-
4
1
4
1
-
-
6
-
1
48
18
1
-
-
-
-
19
67
20
5
1
2
3
6

2)
-
29
4
33
100

The accompanying notes are an integral part of the individual financial statements. (Please refer to the auditors’ report of Deloitte and Touche on March 19, 2021)

Chairman: Chia-Min Yeh, Manager:Wei-Li Yeh, Accounting Manager; Yi -nung-Yu

  • 182 -

De Licacy Industrial Co., Ltd.and Subsidiaries Consolidated Statements of compresensive Income For the Years Ended December 31 of 2020 and 2019

(In thousands of New Taiwan Dollars) (Except Earnings (net loss) Per Share)

Code
Operating income (Note 4, 28 and 37)
4100Net sales revenue
4800Other operating income
4000Total operating income

Operating costs (Notes 11, 26, 29 and 37)
5110Cost of goods sold

5900Gross Operating Income

5910Unrealized sales benefits (Note 4)

5950Gross realized operating income

Operating expenses (Note 10, 26 and 29)
6100Marketing expenses
6200General and administrative expenses
6300Research and development expenses
6450Expected credit loss
6000Total operating expenses

6500Net other income and expenses (notes 29
and 37)

6900Operating income

Non-operating income and expenses (Notes
4, 7, 16, 29 and 37)
7100Interest income
7190Other income
7020Other benefits and losses
7050Financial costs
7060Share of losses of affiliated companies using
the equity method
7000Total non-operating income and expenses

7900Net profit before tax (net loss)

7950Income tax expense (benefits) (Notes 4 and
30)

8200Net profit (net loss) for the year
2020
98
2
100
86
14
-
14
5
6
2
1
14
-
-
-
2

3 )

2 )

1)

4)

4 )

1)

3)
2019
Amount
$ 8,407,460
187,199

8,594,659

7,350,952

1,243,707


26)

1,243,681

471,947
490,694
208,459
60,043

1,231,143


9,383)

3,155

42,886
204,648

281,461 )


177,717 )


83,313)


294,957)


291,802 )


85,169)


206,633)
Amount
$ 10,533,526
386,198

10,919,724

8,865,307

2,054,417

-

2,054,417

576,654
475,357
231,949
24,314

1,308,274

55,618

801,761

54,256
123,148

52,828 )

206,066 )


53,384)


134,874)

666,887
52,424

614,463




(



(

(
(
(
(
(
(
(










(
(
(
(
(
(
(










(
(
(
(











(

(

96
4
100
81
19
-
19
5
5
2
-
12
-
7
-
1
-

2 )
-

1)
6
-
6

(Continued)

  • 183 -

(continued from the previous page)

Code
Other comprehensive income (net loss)
8310Items not reclassified to profit or loss
8311Determine the remeasurement of the
benefit plan (note 26)
8316Unrealized appraisal gains and losses of
equity instrument investments measured at
fair value through other comprehensive
gains and losses (note 27)
8320Share of other comprehensive profit and
loss of affiliates using the equity method
(Note 27)
8349Income tax related to items not reclassified
(Note 30)

Items that may be reclassified to profit and
loss in the future
8361Conversion difference in the conversion of
financial statements of foreign operating
institutions (Note 27)
8370Share of other comprehensive profit and
loss of affiliates using the equity method
(Note 27)
8399Income tax related to items that may be
reclassified (Notes 27 and 30)
8360
8300Other comprehensive profit and loss for the
year (net after tax)

8500Total comprehensive profit and loss for the
year

8600The net profit (net loss) is attribuSchedule
to:
8610Owner of the company
8620Non-controlling interests


8700The total comprehensive profit and loss is
attribuSchedule to:
8710Owner of the company
8720Non-controlling interests


Earnings per share (net loss) (Note 31)
9710Basic
9810Dilution
2020
-
1
-
-
1

1 )
-
-

1)
-

3)

3 )
-

3)

3 )
-

3)
2019
Amount
29,226
29,573

1,548 )

5,678)

51,573


114,464 )

26,815
18,305


69,344)


17,771)

$ 224,404)

$ 207,286 )

653

$ 206,633)

$ 241,385 )

16,981

$ 224,404)

$ 0.54)
$ 0.54)
Amount

4,956 )
65,232
-
1,038

61,314


188,358 )


26,500 )
39,648


175,210)


113,896)

$ 500,567

$ 558,021
56,442

$ 614,463

$ 444,877
55,690

$ 500,567

$ 1.61
$ 1.60
(
(

(

(
(
(
(

(
(

(
(
(


(

(

(
(

(
(

(
(


(
(

(
(










(

(
(




-
1
-
-
1

2 )
-
-

2)

1)
5
5
1
6
4
1
5

The accompanying notes are an integral part of the consolidated financial statements. (Please refer to the auditors’ report of Deloitte and Touché on March 19, 2021)

Chairman: Chia-Min Yeh, Manager: Wei-Li Yeh, Accounting Manager; Yi-nung-Yu

  • 184 -
Stock Number:1464

De Licacy Industrial Co., Ltd.and Subsidiaries Consolidated Statements of Changes in Equity For the Years Ended December 31, 2020 and 2019

Code
A1
Balance at 1 January 2019
Appropriations of 2018 earnings (Note27)
B1
Legal Reserve
B3
Special surplus reserve
B5
Cash dividends to shareholders – NT$ 0.55per share
C15
Cash dividends from capital Surplus cash dividends to shareholders –
NT$0.95 per share ( Note 27) .
D1
Net income for the year ended December 31 2019
D3
Other comprehensive (loss) income after tax for the year ended
December 31, 2019
D5
Total comprehensive (loss) income for the year ended Dec. 31 2019
E1
Issurance of ordinary shares for cash (Note 27)
M1
Dividends distributed to the subsidiary and adjust capital surplus
(Note 27)
M3
Subsidiary liquidation and returned shares (Note 27)
M5
Difference between actual acquisition of the subsidiary equity price
and book value (Notes 12, 27, and 33)
M7
Changes equity to the Subsidiary ownership (Notes 12, 27 and 33)
O1
Cash dividends from the Subsidiary (Note 27)
T1
Non-controlled equity increase(Note 27)
Z1
Balance at 31 December 2019
Appropriations of 2019 earnings (Note 27)
B1
Legal Reserve
B3
Preferred Reserve
B5
Cash dividends to shareholders - NT$1.05 per share
C15
Cash Dividends from Capital Surplus to shareholders- NT$0.45 per
share(Note 27)
D1
Net income for the year ended December 31, 2020
D3
Other comprehensive (loss) income after tax for the year ended
December 31, 2020
D5
Total comprehensive (loss) income for the year ended December 31,
2020
M3
The subsidiary on liquidation (Notes 27 and 32)
M5
Difference between actual acquisition of the subsidiaries equity
price and book value difference (Notes 12, 27, and 33)
M7
Changes equity to the Subsidiary ownership (Notes 12, 27 and 33)
O1
Cash dividends from the Subsidiary (Note 27)
Q1
Other comprehensive loss /income at fair value through liquidation
(Note 27)
T1
Non-controlled equity increase(Note 27)
Z1
Balance on 31 December 2020
Equityattribute to t he Company’s owner Grand Total
$ 4,423,041
-
-

184,011 )

317,837 )
558,021
113,144)
444,877
1,097,987
1,827
-
8,710

1,480 )
-
-
5,473,114
-
-

403,794 )

173,055 )

207,286 )
34,099)
241,385)
32,928
675
23,918
-
-
8,084)
$ 4,704,317
(In thousands of New Taiwan Dollars,
Except Dividends per Share)
Non-Controlled Equity
Total Equity
$ 798,168
$ 5,221,209
-
-
-
-
-
(
184,011 )
-
(
317,837 )
56,442
614,463
(
752)
(
113,896)

55,690

500,567
-
1,097,987
-
1,827
(
5,186 )
(
5,186 )
(
105,324 )
(
96,614 )
1,480
-
(
43,842 )
(
43,842 )

94,081

94,081
795,067
6,268,181
-
-
-
-
-
(
403,794 )
-
(
173,055 )
653
(
206,633 )

16,328
(
17,771)

16,981
(
224,404)
(
189,185 )
(
156,257 )
(
22,004 )
(
21,329 )
(
23,918 )
-
(
45,663 )
(
45,663 )
-
-

219,188

211,104
$ 750,466
$ 5,454,783
(In thousands of New Taiwan Dollars,
Except Dividends per Share)
Non-Controlled Equity
Total Equity
$ 798,168
$ 5,221,209
-
-
-
-
-
(
184,011 )
-
(
317,837 )
56,442
614,463
(
752)
(
113,896)

55,690

500,567
-
1,097,987
-
1,827
(
5,186 )
(
5,186 )
(
105,324 )
(
96,614 )
1,480
-
(
43,842 )
(
43,842 )

94,081

94,081
795,067
6,268,181
-
-
-
-
-
(
403,794 )
-
(
173,055 )
653
(
206,633 )

16,328
(
17,771)

16,981
(
224,404)
(
189,185 )
(
156,257 )
(
22,004 )
(
21,329 )
(
23,918 )
-
(
45,663 )
(
45,663 )
-
-

219,188

211,104
$ 750,466
$ 5,454,783
(In thousands of New Taiwan Dollars,
Except Dividends per Share)
Non-Controlled Equity
Total Equity
$ 798,168
$ 5,221,209
-
-
-
-
-
(
184,011 )
-
(
317,837 )
56,442
614,463
(
752)
(
113,896)

55,690

500,567
-
1,097,987
-
1,827
(
5,186 )
(
5,186 )
(
105,324 )
(
96,614 )
1,480
-
(
43,842 )
(
43,842 )

94,081

94,081
795,067
6,268,181
-
-
-
-
-
(
403,794 )
-
(
173,055 )
653
(
206,633 )

16,328
(
17,771)

16,981
(
224,404)
(
189,185 )
(
156,257 )
(
22,004 )
(
21,329 )
(
23,918 )
-
(
45,663 )
(
45,663 )
-
-

219,188

211,104
$ 750,466
$ 5,454,783
Retained Earnings Unappropriated
Earnings
$ 241,374

20,216 )

12,408 )

184,011 )
-
558,021
4,230)
553,791
-
-
-
-
-
-
-
578,530

55,379 )

108,914 )

403,794 )
-

207,286 )
23,332
183,954)
-
-
-
-
11,428
-
$ 162,083)
Other Equities Total
$ 293,042 )
-
-
-
-
-
108,914)
108,914)
-
-
-
-
-
-
-

401,956 )
-
-
-
-
-
57,431)
57,431)
12,788
-
1,524
-

11,428 )
-
$ 456,503)
TreasuryStocks
$ 12,681 )
-
-
-
-
-
-
-
-
-
-
-
-
-
-

12,681 )
-
-
-
-
-
-
-
12,681
-
-
-
-
-
$ -
Common Stock
$ 3,345,657
-
-
-
-
-
-
-
500,000
-
-
-
-
-
-
3,845,657
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 3,845,657
Capital Surplus
$ 652,962
-
-
-
(
317,837 )
-

-

-
597,987
1,827
-
8,710
(
1,480 )
-

-
942,169
-
-
-
(
173,055 )
-

-

-
7,459
675
22,394
-
-
(
8,084)
$ 791,558
Leqal Reserve
$ 208,137
20,216
-
-
-
-

-

-
-
-
-
-
-
-

-
228,353
55,379
-
-
-
-

-

-
-
-
-
-
-

-
$ 283,732
Special surplus reserve
$ 280,634
-
12,408
-
-
-

-

-
-
-
-
-
-
-

-
293,042
-
108,914
-
-
-

-

-
-
-
-
-
-

-
$ 401,956
Exchange differences
from the financial
statements of foreign
operatingenteritis
( $ 294,358 )
-
-
-
-
-
(
157,089)
(
157,089)
-
-
-
-
-
-

-
(
451,447 )
-
-
-
-
-
(
74,434)
(
74,434)
12,788
-
422
-
-

-
($ 512,671)
Unrealized gains or losses
on financial assets at fair
value through other
comprehensive income
$ 1,316
-
-
-
-
-

48,175

48,175
-
-
-
-
-
-

-
49,491
-
-
-
-
-

17,003

17,003
-
-
1,102
-
(
11,428 )

-
$ 56,168








(


(

(


(















(
(
(
(


(
(
(
(

(

(
(
(
(

(
(
(

(






(

(
(
(

(
(
(
(

(
(



(




(
(
(

(

(
(
(
(
(
(

(

(
(
(



(
(
(
(


(
(
(

(
(
(

(
(
(
(
(
(
(
(

$ 5,221,209
-
-

184,011 )

317,837 )
614,463
113,896)
500,567
1,097,987
1,827

5,186 )

96,614 )
-

43,842 )
94,081
6,268,181
-
-

403,794 )

173,055 )

206,633 )
17,771)
224,404)

156,257 )

21,329 )
-

45,663 )
-
211,104
$ 5,454,783

The accompanying notes are an integral part of the consolidated financial statements.

(Please refer to the auditors’ report of Deloitte and Touché on March 19, 2021)

Chairman: Chia-Min Yeh, Manager: Wei-Li Yeh, Accounting Manager; Yi-nung-Yu

  • 185 -

De Licacy Industrial Co., Ltd.and Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31 of 2020 and 2019 (In thousands of New Taiwan Dollars)

Code
CASH FLOWS FROM OPERATING ACTIVITIES
A10000
Income (Loss) before tax
A20000
Adjustments for:
Revenues/Expenses
A20100
Depreciation
A20200
Amortization
A20300
Expected credit loss (gain)
A20400
Financial assets and liabilities at fair value
through profit or loss
A20900
Financial cost
A21200
Interest income
A21300
Dividend income
A21900
Share-Based Payment cost
A22300
Share of Loss of Associates & Joint Ventures
Accounted for Using Equity Method
A22500
Loss (income) from liquidation of property, plant
and equipment
A22700
Income from liquidation of investment properties
A23700
Inventory Valuation and Obsolescence Losses
A23900
Unrealized sales income
A24100
Unrealized foreign exchange losses
A24500
Benefits from liquidation of subsidiary
A29900
Allowance (reversal) for refund liability.
A29900
Gains from lease amendment
Changes in operating assets and liabilities
A31130
Notes Receivable
A31150
Accounts Receivable (include related parties)
A31180
Other accounts receivable (include related
parties )
A31200
Inventory
A31230
Prepayments
A31240
Other current assets
A32130
Notes payable
A32150
Accounts payable
A32160
Accounts payable - stakeholders
A32180
Other payables
A32190
Other payables - stakeholder
A32230
Other current liabilities
A32240
Net confirmed welfare liability (assets) – non-
current
A32990
Long-term differed income
A33000
Cash generated from operations
A33100
Interest received
A33200
Dividends received
A33300
Interest paid
A33500
Income tax paid
AAAA
Cash generated from operations (net)
CASH FLOWS FROM INVESTING ACTIVITIES
B00010
Acquisition of financial assets - current at fair value through
other comprehensive profit or loss
B00020
Liquidation of financial assets - current at fair value
through other comprehensive profit or loss
B00100
Acquisition of financial assets at fair value through profit
or loss
B00200
Liquidation of financial assets at fair value through profit
or loss
B00040
Acquisition of financial assets at amortized cost
2020
$ 291,802 )
615,814
2,073
60,043
9,740
177,717

42,886 )

1,487 )
-
83,313
9,383
-
42,628
26
95,539

9,154 )

1,950 )

10 )
14,976
58,893

56,839 )
42,252
37,655
88,533

1,367 )
7,761

32,879 )

122,455 )
9,697

19,993 )

27,231 )
22,829
770,819
40,590
1,487

179,579 )

30,296)
603,021

83,563 )
63,635

21,277 )
24,242

10,682,165 )
2019
(
(
(
(
(
(
(
(
(
(
(
(

(
(

(
(
(

(
(
(
(
(
(
(
(
(
(
(
(
(
(
(

(
(
$ 666,887
542,728
2,224
24,314

33,621 )
206,066

54,256 )

1,602 )
737
53,384

55,618 )

14,409 )
9,264
-
13,081
-
1,077
-
54,238

183,582 )
24,955

518,876 )

46,779 )

158,562 )

43,571 )
33,756
139,678
143,169

10,332 )
64,878

13,605 )

2,193)
843,430
51,664
1,602

201,963 )

90,745)
603,988
-
-

24,569 )
15,113

18,395,760 )

(continued)

  • 186 -

(continued from the previous page)

code
B00060
Financial assets at amortized cost repayment of principal
upon maturity
B01800
Investments accounted for using equity method
B02000
Increase in prepayments for investments
B02200
Net cash flows from subsidiary acquisition
B02300
Net cash flows from subsidiary liquidation
B02400
Net returned payments for share from subsidiary
liquidation
B02700
Acquisition of property, plant and equipment
B02800
Proceeds from liquidation of property, plant and
equipment
B03700
Increase in refundable deposits
B03800
Decrease in refundable deposits
B04300
Increase in other Accounts receivable – related parties
B04500
Acquisition of intangible assets
B05350
Acquisition of the right-of-use assets
B05500
Proceeds from disposal of real estate investments
B06700
Increase in prepayment for equipment
B06800
Decrease in long-term receivables
B07600
Received dividends from associated companies
B09900
Subsidies from the right-of-use assets
BBBB
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
C00100
Increase in short-term debts
C00200
Decrease in short-term debts
C00500
Increase in short-term notes and bills payable
C00600
Decrease in short-term notes and bills payable
C01600
Loan of long-term debt
C01700
Repayment of long-term debt
C03000
Increase in deposits received
C03100
Decrease in deposits received
C03600
Decrease in other payables
C03700
Increase in other payables= related parties
C03800
Decrease in other payables= related parties
C04020
Repayment of the principal portion of lease liabilities
C04500
Net cash used in financing activities
C04600
Issuance of common stock for cash
C05400
Issuance of Subsidiary’s common stock for cash
C09900
Acquisition of ownership interests in subsidiaries
CCCC
Net cash generated from financing activities
DDDD
EFFECTS OF EXCHANGE RATE CHANGES ON THE
BALANCE OF CASH HELD IN FOREIGN CURRENCIES
EEEE
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
E00100
CASH
AND
CASH
EQUIVALENTS
AT
THE
BEGINNING OF THE YEAR
E00200
CASH AND CASH EQUIVALENTS AT THE END OF
THE YEAR
2020
9,900,763

6,375 )

34,647 )

1,225 )

1,801 )
-

438,271 )
263,177

1,445 )
2,928

8,009 )

565 )
-
43,030

12,866 )
1,355
7,949
-

985,130)
29,164,154

27,574,750 )
3,948,627

3,638,916 )
5,023,231

6,105,032 )
6,224

8,010 )
-
175,660

181,974 )

47,391 )

622,512 )
-
211,104

96,279)
254,136
8,106

119,867 )
1,343,347
$ 1,223,480
2019
(
(
(
(
(
(
(
(
(

(
(
(
(
(
(
(
(
(


(

(
(
(
(
(
(
(

(
(
(
(
(
(
(
(
(
(

(

18,038,738

22,259 )
-
-
-

5,285 )

1,263,391 )
362,256

16,796 )
12,381
-

1,430 )

1,629 )
-

117,386 )
1,798
-
25,697

1,392,522)
27,027,237

26,836,058 )
3,704,716

3,767,743 )
12,974,615

11,911,926 )
10,382

8,273 )

44,500 )
203,842

481,156 )

43,565 )

543,863 )
1,097,250
94,081

21,664)
1,453,375

51,326)
613,515
729,832
$ 1,343,347

The accompanying notes are an integral part of the consolidated financial statements. (Please refer to the auditors’ report of Deloitte and Touché on March 19, 2021)

Chairman: Chia-Min Yeh, Manager: Wei-Li Yeh, Accounting Manager; Yi-nung-Yu

  • 187 -

Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In thousands of New Taiwan Dollars, unless stated otherwise)

1. Company history

De Licacy Industrial Co., Ltd. (”the Company”) was incorporated in July 1982 and engaged in manufacturing plaid cloth, blended cloth, jacquard cloth, bubble cloth, telescopic cloth, chemical fiber cloth, polyester cotton cloth, satin and other textile manufacturing dyeing and finishing processing and trading business.

The Company’s stock has been listed and traded on the Taiwan Stock Exchange since January 1997.

The currency used in the consolidated financial statements is New Taiwan Dollars.

2. The date and procedures for passing the financial report

The consolidated financial statements were approved by the Corporation’s board of directors on March 15, 2021.

3.Application of newly issued and revised standards and interpretations

  • (1)Initial application of the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of (IFRIC), and Interpretation announcement (SIC), (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC), which did not have any material impact on the Company’s accounting policies:

  • (2)The IFRSs endorsed by the FSC for application starting from 2021

Effective Date New IFRSs Announced by IASB Amendment to IFRS 4 “application to IFRS 9 - Effective from issuing date temporally exemption for extension” Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4, The Corporation shall apply these and IFRS 16 “Interest Rate Benchmark amendments for annual reporting Reform – the second stage” period beginning on or after January 1, 2021. Amendment to IFRS 16 “COVID-19-related rent The Corporation shall apply these concessions” amendments for annual reporting period beginning on or after June 1, 2020.

As of the date the financial statements were authorized for issue, the combined company continues in evaluating the impact on its financial position and financial performance as a result of the initial adoption of the related standards or interpretations. The related impact will be disclosed when the Company completes the evaluation.

(3)New IFRSs in issue but not yet endorsed and issued into effect by the FSC

  • 188 -

Effective Date Announced by IASB New IFRSs (Note 1) “Annual improvement for the 2018-2020 period” January 1 2022 (Note 2) Amendment to IFRS 3 ” Updating a Reference to the Conceptual Framework” January 1 2022 (Note 3) Amendments to IFRS 10and IAS 28 “ To be confirmed Sale or Contribution of Assets between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contract” January 1 2023 Amendments to IFRS 17 January 1 2023 Amendments to IAS 1 “Classification of Liabilities as January 1 2023 Current or Non-current” Amendment to IAS 1” Disclosure of Accounting Policies” January 1 2023(Note 6) Amendment to IAS 8 “Accounting Estimates Definitions” January 1 2023(Note 7) Amendment to IAS 16 “Property, Plant and Equipment — January 1 2022(Note 4) Proceeds before Intended Use” Amendment to IAS 37 “Onerous Contracts — Cost of January 1 2022(Note 5) Fulfilling a Contract”

Note1 :Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

  • Note2:IFRS 9 Amendments will be applied to the exchange of financial liabilities or modification of terms that occur during the annual report period after January 1, 2022; IAS 41amendments "Agriculture" will be applied to fair value measures for the annual report period after January 1, 2022. IFRS 1amendments "First adoption of IFRSs" will be applied retroactively to the annual report period after January 1, 2022.

  • Note3: The Corporation shall apply these amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020.

  • Note4: This amendment applies to plant, property and equipment in the location and condition necessary to achieve management's intended operation mode after January 1, 2021.

  • Note5: This amendment will be applied to contracts that have not fulfilled all their obligations as at 1 January 2022

  • Note6: The Company shall apply these amendments postponed for annual reporting periods beginning on or after January 1, 2023.

  • Note7: This amendment applies to changes in accounting estimates and changes in accounting policies that occur in the beginning annual report period after January 1, 2023.

As of the date of the consolidated financial statements were authorized for issue, the combined company is still evaluated that no significant impact on its financial position and financial performance is anticipated as a result of the initial adoption of the other standards or interpretations.

  • 189 -

4. Summary explanation of major accounting policies

  • (1)Statement of compliance

The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs as endorsed and issued into effect by the FSC.

  • (2)Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis, except for financial instruments that are measured at fair value and net defined benefit liabilities (assets) recognized at the present value of the defined benefit obligation less the fair value of plan assets.

The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:

  • 1) Level 1 input is quoted prices (unadjusted) in active markets for identical assets or liabilities.

  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that ar e observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for an asset or liability.

  • (3) Classification of current and noncurrent assets and liabilities

Current assets include:

  • 1)Assets held primarily for the purpose of trading;

  • 2)Assets expected to be realized within 12 months after the reporting period; and

  • 3)Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period

  • Current liabilities include:

  • 1)Liabilities held primarily for the purpose of trading;

  • 2)Liabilities due to be settled within 12 months after the reporting period; and

  • 3)Liabilities for which the Company does not have an unconditional right to defer settlement for at least 12 months after the reporting period.

Assets and liabilities that are not classified as current are classified as non-current

  • (4)Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (i.e., its subsidiaries). The consolidated income statement is included in the operating profit and loss of the acquired or disposed subsidiary at the current date of acquisition or until the date of disposition.When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by consolidated companie.All intra-company transactions,

  • 190 -

balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When the merging company's changes in the ownership and equity of the subsidiary do not result in the loss of control, it is treated as an equity transaction. The carrying amount of the consolidated company and non-controlling interests has been adjusted to reflect changes in its relative equity in the subsidiary. The difference between the adjustment amount of non-controlling interests and the fair value of the consideration paid or received is directly recognized as equity and attributable to the owners of the company.

When the combined company loses control of a subsidiary, the gain or loss on disposal is the difference generated from (1) the aggregate of the fair value of the consideration received and the fair value of the remaining investment in the former subsidiary at the date of loss of control, and (2) the aggregate total of the assets and liabilities and noncontrolling interests of the former subsidiary at the carrying amount on the date of loss of control. The combined company accounts for all amounts recognized in other comprehensive income or loss related to the subsidiary on the same basis as the combined company must follow for the direct disposal of the related assets or liabilities.

The remaining investment in a former subsidiary is recognized as the original investment in related companies based on the fair value on the date of loss of control.

See Note 12, Schedule 7 and Schedule 8 for detailed information on subsidiaries (including percentages of ownership and main businesses).

(5)Business Combinations

The business combinations follow the acquisition laws. The related acquisition -related costs are included as expenses in the period of cost occurrence and labor acquisition.

Goodwill is measured at the fair value of the transfer consideration and the total fair value of the acquirer's previously held interest in the acquirer at the date of the acquisition, in excess of the net amount of identifiable assets and liabilities acquired at the date of the acquisition.

  • (6)Foreign currencies

In preparing the financial statements of each individual entity, transactions in currencies other than the entity’s functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of

  • 191 -

non-monetary items in respect of which gain and losses are recognized directly in other comprehensive income; in which cases, the exchange differences are also recognized directly in other comprehensive income.

Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction (i.e., not recalculated).

For the purpose of presenting the consolidated financial statements, the functional currencies of its foreign operations are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income (attributed to the owners of the Company and non-controlling interests as appropriate).

If the combined company disposes of all the interests of a foreign operation, or disposes of some interest of a subsidiary of a foreign operation but loses control, or disposes of a related company of a foreign operation after the retained interests are financial assets and treated in accordance with the accounting policies of financial instruments, all accumulated foreign exchange differences attributed to the owners of the Company and related to the foreign operations will be re-classified to profit or loss.

  • (7) Inventories

Inventories consist of raw materials, work in progress( including outsourced) and finished goods , and are stated at the lower of cost or net realizable value. Inventory writedowns are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at the weightedaverage cost on the balance sheet date.

(8)Investments in associates and joint venture

An associate is an entity over which the combined companies have significant influence, and which are neither a subsidiary nor an interest in a joint venture.

The combined companies use the equity method to account for its investments in associates.

Under the equity method, investments in an associate are initially recognized at cost and adjusted thereafter to recognize the combined companies’ share of the profit or loss and other comprehensive income of the associate. The combines companies also recognize the changes in the combined companies’ share of the equity of associates.

The entire carrying amount of an investment is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is not allocated to any asset that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

When the combined companies transact with its associate, profits and losses resulting from the transactions with the associate are recognized in the combined companies consolidated financial statements only to the extent of interests in the associate that are not related to the combined companies.

  • (9)Property, plant, and equipment

  • 192 -

Property, plant and equipment are initially measured at cost and subsequently measured at cost less accumulated depreciation.

Property, plant and equipment in the course of construction are measured at cost. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for their intended use.

Except for freehold land which is not depreciated, the depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. If their respective lease terms are shorter than their useful lives, such assets are depreciated over their lease terms. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

(10) Investment properties

Investment properties are properties held to earn rental and/or for capital appreciation. Investment properties also include land held for a currently undetermined future use.

Investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation. Straight-line basis depreciation of investment real estate.

On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.

(11) Goodwill

Goodwill arising from the acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment loss.

To impairment testing, goodwill is allocated to each of the Group’s cash-generating units or groups of cash-generating units (referred to as “cash-generating units”) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired, by comparing its carrying amount, including the attributed goodwill, with its recoverable amount. However, if the goodwill allocated to a cash-generating unit was acquired in a business combination during the current annual year, that unit shall be tested for impairment before the end of the current annual year. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss is recognized directly in profit or loss. An impairment loss recognized for goodwill is not reversed in subsequent periods.

  • (12) Intangible assets

1.Intangible assets acquired separately.

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on

  • 193 -

a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are measured at cost less accumulated impairment loss.

2.Derecognition of intangible assets

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.

  • (13) prope Impairment of property, plant and equipment, right-of-use asset, and intangible assets excluding goodwill.

At the end of each reporting period, the combined companies review the carrying amounts of its property, plant and equipment, right-of-use asset and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the combined companies estimate the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the smallest group of cash-generating units on a reasonable and consistent basis of allocation.

The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized on the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

(14) Financial instruments

Financial assets and financial liabilities are recognized when the Combined companies becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attribuSchedule to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attribuSchedule to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.

1. Financial assets

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

(1) Measurement categories

Financial assets are classified into the following categories: financial assets at amortized cost and investments in equity instruments at FVTOCI.

  • A. Financial assets at Fair value through profit or loss

Financial assets at fair value through profit or loss are financial assets measured at fair value through profit or loss on a mandatory basis. Financial assets

  • 194 -

at fair value through profit or loss include investments in equity instruments that are not designated as at fair value through other comprehensive income.

Financial assets at fair value through profit or loss are measured at fair value with dividends and interest recognized in other income and interest income, respectively, and gains or losses arising from remeasurement recognized in other gains and losses. For the determination of fair value, please refer to Note 36

  • B. Financial assets carried at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • a) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

  • b) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, financial assets at amortized cost, notes and accounts receivable (net) and other receivables at amortized cost, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. are recognized in profit or loss.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:

  • a)Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit adjusted effective interest rate to the amortized cost of such financial assets; and

  • b)Financial assets that are not credit impaired on purchase or origination but have subsequently become credit impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.

A financial asset is credit impaired when one or more of the following events have occurred:Significant financial difficulty of the issuer or the borrower;Breach of contract, such as a default;It is becoming probable that the borrower will enter bankruptcy or undergo a financial reorganization; or The disappearance of an active market for that financial asset because of financial difficulties.

Cash equivalents include time deposits with original maturitie s within 3months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are heldfor the purpose of meeting shortterm cash commitments.

C.Investments in equity instruments at FVTOCI

On initial recognition, the Combined companies may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

  • 195 -

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will beransferred to retained earnings.

Dividends on these investments in equity instruments are recognized in profit or loss when the Combined companies’ right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

(2) Impairment of financial assets

The Combined companies recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including accounts receivable).

The Combined companies always recognizes lifetime expected credit losses (ECLs) for accounts receivable. For all other financial instruments, the Combined companies recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Combined companies measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.

Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on afinancial instrument that are possible within 12 months after the reporting date. For internal credit risk management purposes, the Combined companies etermines that internal or external information which shows that the debtor is unlikely to pay its creditors would indicate that a financial asset is in default(without taking into account any collateral held by the Combined companies).

The impairment loss of all financial assets is recognized in profit or loss by a reduction in their carrying amounts through a loss allowance account.

  • (3) Derecognition of financial assets

The Combined companies derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

On derecognition of a financial asset at amortized cost in its entirety, thedifference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. However, on derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.

  1. Financial liabilities

  2. (1) Subsequent measurement

All financial liabilities are measured at amortized cost using the effective interest

  • 196 -

method.

(2) Derecognition of financial liabilities

The difference between the carrying amount of a financial liability derecognizedand the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

3. Derivative instruments

The derivative instruments which are entered into by The combined company are exchange rate swap contract to manage the exchange rate risk of The combined company.

Derivative instruments are originally recognized at fair value at the time of signingthe derivative instruments contract, and are subsequently re-measured at fair value at the balance sheet date. When the fair value of derivative instruments is positive, it is then classified as a financial asset; when the fair value is negative, it is then classified as a financial liability.

(15) Treasury Stocks

The subsidiary holds the shares of the parent company on the basis of the book value of the parent company when the subsidiary becomes a subsidiary.

(16) Provisions

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

(17) Revenue recognition

The combined company allocates the transaction price to each contractual performance obligation after the contractual performance obligation is identified in the customer contract and recognized revenue when each performance obligation is satisfied.

Sales Revenue

Sales revenue comes from the sale of long and short fiber fabrics. The combined company recognizes revenue and accounts receivable at the time when the customer has the right to set the price and use the products and has the primary responsibility for re-selling the products and bears the risk of obsolescence of the products when the trade terms are fulfilled.

Therefore, no revenue is recognized when the product is in de-materialization process.

(18) Lease

At the inception of a contract, The combined company assesses whether the contract is, or contains, a lease.

1.The combined company as lessor

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

The lease payment of the operating lease is recognized as income on a

  • 197 -

straight-line basis during the relevant lease period. The original direct costs incurred as a result of the acquisition of a business lease are added to the carrying amount of the underlying asset and are recognized as expenses during the lease period on a straight-line basis.

2.The combined company as lessee

The Corporation recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any re-measurement of the lease liabilities.

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.

Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Corporation uses the lessee’s incremental borrowing rate.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. If the changes in lease term result in changes in future lease payments, The combined company remeasures the lease liability and adjusts the right-to-use assets relatively, provided that the book value of the right-to-use assets has been reduced to zero, the remaining measured amount is recognized in the profit and loss. Lease liabilities are expressed separately in the consolidated balance sheet.

(19) Borrowing Costs

Borrowing costs directly attributable to an acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

Other than that which is stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.

(20) Government grants

Government grants are not recognized until there is reasonable assurance that The combined company willcomply with the conditions attached to them and that the grants will be received.

Government grants related to revenue are recognized in other income on a systematic basis over the period in which the related costs intended to be reimbursed are recognized as expenses by The combined company. Government grants that are contingent on the acquisition of non-current assets by The combined company are recognized as deferred

  • 198 -

revenue and are transferred to other income on a systematic basis over the life of the related assets.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to The combined company with no future related costs are recognized in profit or loss in the period in which they become receivable.

(21) Employee benefits

  • 1.Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.

  1. Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Group’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

(22) Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

1.Current tax

Income tax payable (recoverable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of each tax jurisdiction.

According to the Income Tax Law in the ROC, an additional tax on unappropriated earnings is provided for in the year the shareholders approve to retain earnings.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

2.Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated

  • 199 -

with investments in subsidiaries and associates, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are recognized only to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. If investment properties measured using the fair value model are non-depreciable assets, or are held under a business model whose objective is not to consume substantially all of the economic benefits embodied in the assets over time, the carrying amounts of such assets are presumed to be recovered entirely through sale.

3.Current and deferred taxes

Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity; in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively.

5. Major sources of uncertainty in major accounting judgments, estimates and assumptions

In the application of The combined companys’ accounting policies, management is required to make judgments, estimations, and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The combined companies consider the economic implications of the COVID-19 when making its critical accounting estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.

Estimates and key resources of assumption uncertainty- slow-moving inventory losses

Inventory is based on the age of the stock to assess its sluggish situation, and based on historical experience to estimate the proportion of its proposed impairment amount, as the basis for assessing the loss of inventory sluggish. If future actual inventory impairment is higher than expected, significant losses may be incurred. 。

6. Explanation of important accounting items

  • 200 -
Cash on hand, turnover and petty cash
Bank cheques and demand deposits
Cash Equivalents (Investments with an
original Expiry Date of less than 3 months)
Time Deposit
Commercial Paper
31 December 2020
$ 1,403
1,115,912
6,165

100,000
$ 1,223,480
31 December 2019 31 December 2019




$ 1,625
969,902
371,820
-
$ 1,343,347

The annual interest rate of cash equivalents on December 31, 2020 and 2019 was 0.95% to 3.3% and 0.66% to 2.25% respectively.

7. Financial Instruments at fair value through profit and loss.

Financial assets-current
Mandatory measurement at fair value through
profit or loss
Derivative instruments (not designated as hedge)
Conversion rights of private placement
convertible bonds of listed companies (Note 9)
Non-derivative financial assets
Domestic listed (over-the-counter) stocks
Fund beneficiary certificates
Financial liabilities-current
Held for trading
Derivative instruments (not designated as hedges)
Exchange rate swap contracts (Note)
December 31 2020
$ 52,461
2,856

9,387
$ 64,704
$ 20,927
December 31 2019 December 31 2019






$ 43,599
9,720
8,589
$ 61,908
$ 2,462

Note:Foreign exchange contracts with no hedging accounting applied at the balance sheet date and which have not yet due are as follows:

December 31, 2020

Contract Amount Category Currencies Expiration Period (in 1,000 dollars) Foreign exchange swap contract NTD to USD 2021.01.28 2021.08.09 NTD 679,680/USD 23,100 Foreign exchange swap contract NTD to CNY 2021.02.23 NTD 43,128/CNY 10,000 December 31 2019 Contract Amount Category Currencies Expiration Period (in 1,000 dollars) Foreign exchange contract NTD to USD 2020.02.07 2020.03.17 NTD 278,730/USD 9,200

December 31 2019

The purpose of the combined company to engage in foreign exchange transactions is mainly to avoid the risk of foreign currency assets and liabilities due to foreign exchange fluctuations.

Financial assets and liabilities at fair value through profit or loss in the years of 2020 and 2019 resulted the evaluation loss of NT$18,301,000 and evaluation benefits of NT$34,715,000 respectively, which were included under other benefits and losses in the consolidated comprehensive income statement.

– 8. Financial assets Equity instrument investment at fair value through other comprehensive profit or loss

  • 201 -

December 31 2020 December 31 2019

Current
Domestic Investment
Shares of listed companies
Common stock of Far Eastern International
Commercial Bank.

Noncurrent
Domestic Investment
Private shares of listed companies
Private common shares of Chia Her
Industrial Co., Ltd.

Private (over-the-counter) shares
Common stock of Tuntex Incorporation.

$ 38,979

$ 120,056

-

$ 120,056
$ -
$ 109,534
1,476
$ 111,010

In July 2013 and May 2014, the combined company subscribed 13,980,000 and 15,873,000 shares (2,266,000 and 2,573,000 shares after the capital reduction, with a consolidated ownership of 5.902%) of Chia Her Industrial Co., Ltd..’s private placement common stock at NT$1.43 and NT$1.26 per share, respectively, for $19,991,000 and $20,000,000, respectively. Although the 3- year lock-up period has passed, the Company is still unable to complete the public offering because its past profitability does not meet the requirements for listing.

The combined company invests in the private equity of Chia Her Industrial Co., Ltd. and the common shares of Tuntex Incorporation for medium-and long-term strategic purposes. The management of The combined company believes that it would be inconsistent with the aforementioned long-term investment plan to include short-term fair value fluctuations of these investments in profit or loss. Thus, they select and designate these investments at fair value through other comprehensive profits and losses

9.Financial assets at amortized cost

Financial assets at amortized cost
Current
Domestic Investment
Financial Product (1)
Pledged Demand Deposit
Pledged Time Deposit (1)
Time deposits with an original
maturity period of more than 3 months
(1)
Non-Current
Domestic Investment
Chia Her Industrial Co., Ltd. private
equity convertible corporate bond (2)
(1) Financial product interest rate range
Time Deposit interest rate range
December 31 2020
$ 13,094
323,470
2,480,338

-
$ 2,816,902
$ 27,725
3.88%
0.07%2.2%
December 31 2019






$ -
25,941
2,413,964
10,000
$ 2,449,905
$ 25,229
-
0.13%2.5%

The financial products are non principal guaranteed and with floating interest rates.

  • 202 -

  • (2)In October 2018, The combined company purchased 300 three-year private placement convertible bonds of Chia Her Industrial Co. at a book value of $100,000 with a coupon rate of 4.5% and an effective interest rate of 14.66%. This investment is not transferable within three years in accordance with the relevant laws and

  • regulations.

The combined company classifies its investment in corporate bonds as investment in liability instruments measured at amortized cost - non-current. Since the economic characteristics and risks of this derivative instruments are not closely related to those of the host contract, The combined company recognizes the derivative separately from the corporate bonds.

  • (3) For information on pledges of financial assets measured at amortized cost. (see Note

  • 38)

  • (4)The combined company invests only in liability instruments with low credit risk as assessed by the impairment. The combined company considers the historical default loss rate and the outlook of the industry in which it operates to measure the expected credit loss over 12 months or the expected credit loss over the life of the investment in liability instruments. As the debtor has low credit risk and sufficient ability to settle the contractual cash flows, no expected credit loss has been recorded against financial assets at amortized cost as of December 31, 2020 and 2019.

10. Notes Receivable, Net Accounts Receivable, and other Accounts Receivable

  • (1) Notes Receivable

Notes receivable of The combined company are all business-related.

No overdue notes receivable of The combined company on 31 December 2020 and 2019 , thus no allowance was made for losses.

  • (2) Accounts Receivable
Accounts Receivable
At amortized cost
Total book value
Less: allowance for the losses
December31 2020
$ 1,709,214

94,352
$ 1,614,862
December31 2019




$ 1,839,217
37,788
$ 1,801,429

The average credit period of sales of goods of The combined company was 30-120 days. No interest for accounts receivable. To mitigate credit risk, The combined company's management assigns a dedicated team to determine credit limits, approve credit facilities and other monitoring procedures to ensure that appropriate actions are taken to collect overdue accounts receivable. In addition, The combined company reviews the recoverable amounts of accounts receivable on an individual case basis at the balance sheet date to ensure that appropriate impairment losses have been recorded for uncollectible accounts receivable. Accordingly, the management of the Company believes that the credit risk of The combined company has been significantly reduced.

The combined company measures the loss allowance for notes and accounts receivable at an amount equal to lifetime ECLs. The expected credit losses on notes and accounts receivable are estimated using a provision matrix by reference to the past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecasted direction of economic conditions at the reporting date. As The combined company’s historical credit loss experience does not show there are significant differences in the loss patterns of different customer groups,

  • 203 -

therefore, instead of further differentiating the customer groups, the provision matrix only sets the expected credit loss rate based on the number of days to establish accounts receivable.

If there is any evidence shows that the counter-party is in serious financial difficulty and The combined company cannot reasonably expect to recover the amount, for example, if the counter-party is in a liquidation process, The combined company will directly write off the related accounts receivable but will continue the recovery activities, and the recovered amount will be recognized in profit or loss.

The combined company measured the allowance for losses on accounts receivable based on the provision matrix as follows:

December 31 2020

Less than 90-180 180-365 365
90 days days days days above Total
Expected credit loss rate 0% 0%5%
0%100% 0%100%
Total carrying amount $1,470,655 $ 130,757 $ 47,868 $ 59,934 $1,709,214
Allowance for losses -
(
1,273 )
(
33,993 )
( 59,086 )
(
94,352 )
(expected credit losses
during the continuance
period)
Amortized cost $1,470,655
$ 129,484
$ 13,875
$ 848
$1,614,862
December 31 2019
Less than 90-180 180-365 365
90 days days days days above Total
Expected credit loss rate 0%2%
0%100% 0%100% 48%100%
Total Carrying amount $1,619,056 $ 154,936 $ 32,825 $ 32,400 $1,839,217
Allowance for losses (
1,126 )
(
2,776 )
(
17,014 )
( 16,872 )
(
37,788 )
(expected credit losses
during the continuance
period)
Amortized cost $1,617,930
$ 152,160
$ 15,811
$ 15,528
$1,801,429

Information on the changes in the allowance for losses on accounts receivable is as follows.

Beginning Balance
Add: Impairment loss for the year
Less: Actual write-off for the year
Subsidiary Disposal
Foreign exchange difference
Ending Balance
2020
$ 37,788
60,043
3,605

207 )
333
$ 94,352
2019

(


(
$ 27,454
24,314
13,406
-

574)
$ 37,788

Please see the Note 36-5 - Financial Assets transfer information for the amount and related terms of The combined company's transfer of accounts receivable.

(3) Other Receivables

Other Receivables
Proceeds from Sale of Equipment
Proceeds from sales of investment fixed
property
Proceeds from sale of right-of-use asset
Government Grants
Others
December 31 2020
$ 20,554
7,452
13,199
8,817

66,056
$ 116,078
December 31 2019




$ 60,123
50,482
13,199
-
80,459
$ 204,263
  • 204 -

11. Inventory

.Inventory
Finished Products
Work-in-progress
Raw materials
work-in-progress materials - outsourced
Natures of cost of goods sold:
Cost of inventory sold
Loss for market price decline and
obsolete and slow-moving inventories
Unallocated Manufacturing Costs (Note)
Other
December 31 2020
$ 1,810,813
807,249
586,119

6,616
$ 3,210,797
2020
$ 7,254,036
42,628
53,118
1,170
$ 7,350,952
December 31 2019




$ 1,783,568
893,788
659,884
12,907
$ 3,350,147
2019
$ 8,833,327
9,264
15,211
7,505
$ 8,865,307

Note: Unallocated manufacturing costs include expenses related to the shutdown period due to the impact of the COVID-19 outbreak.

12. Subsidiary

Subsidiaries included in Consolidated Financial Statements

The main elements of the consolidated financial statements are as follows:

Name of Investment
Company

The Company








Tung Ming Company


De Licacy Samoa
Company





Name of Subsidiary
De Licacy (Samoa) Holdings Company
(De Licacy Samoa Company)

Tung Ming Textile Co., Ltd. (Tung Ming
Company)

De-Fa International Industrial Co., Ltd.
(De Fa Company)

Chadtex Industrial Co., Ltd. (Chadtex
Company)

Lucky Unique Enterprise Co., Ltd.
(Lucky Unique Enterprise Company)

British Virgin Islands De Licacy
HoldingsLimited (De Licacy BVI
Holdings Company)

View Best GlobalLimited (View Best
Global Company)

De Kao Trading Co., Ltd. (De Kao
Company)

Lucky Unique Enterprise Company

Bright Wisdom Holdings Ltd. (Bright
Wisdom Ltd.)

Vantage Gain Holdings Limited
(Vantage Gain Limited )

Best Alliance International Limited
(Best Alliance Limited )

Hao Wan InvestmentLimited (Hao Wan
Company)

De Licacy (Anguilla) Holdings Co Ltd
(De Licacy Anguilla Company)

De Hong Holdings Co., Ltd. (De Hong
Company)

New Lake Ltd. (New Lake Company)
Business Type

General Investment
Manufacture, processing and
trading of chemical fibers
General Import and Export
Trade
Manufacturing and sales of
finished long-fiber fabrics
Manufacture and processing
of various fiber textiles
General Investment
General Investment
General Import and Export
Trade
Manufacture and processing
of various fiber textiles
General Investment
General Investment
General Investment
General Investment
General Investment
General Investment
General Import and Export
Trade
Percentage of
shareholding()
December
31 2020
December
31 2019
100
100
-
91.28
100
100
55.06
50.41
-
59.7
100
100
100
100
-
60
-
1.22
-
5.22
73.33
73.33
100
100
-
100
100
100
50
50
100
100

Note
December
31 2020
100
-
100
55.06
-
100
100
-
-
-
73.33
100
-
100
50
100
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(4)
(8)
(9)
(11)
(12)
(13)

(Continued)

  • 205 -

(continued from the previous page )

Name of Investment
Company


Hao Wang Company

De Licacy BVI Holding
Company

Der Sheng Cayman
Company

De Hong Company

Best Alliance International
Limited




Eden Road Company

Lucky Unique Enterprise
Company




Bright Wisdom Ltd.




Lucky Apex Ventures
Limited








Name of Subsidiary
Deli Star International Limited (Deli Star
Limited )

Beauty Plus Ventrues Limited (Beauty
Plus limited )

Chang Sin Lucky Unique Enterprise
TextileLimited (Chang Sin Lucky
Unique Enterprise Company)

De Shen (Cayman) Holdings Co., Ltd.
Company (De Shen Cayman
Company)

Vietnam De Licacy Enterprise
LiabilitiesLimited (Vietnam De Licacy
Company)

De Hong International Co., Ltd.
(Vietnam) (De Hong (Vietnam)
Company)

Hangzhou De Licacy TextileLimited
(Hangzhou De Licacy Company)

Eden Road InternationalLimited (Eden
Road Company)

Bright Wisdom Ltd.

Hong Kong Eden Road
InternationalLimited (Hong Kong
Eden Road Company)

Bright Wisdom Ltd.

Gain Faith Investments Ltd (Gain Faith
Ltd )

E Textile Co .,Ltd. (E Textile
Company)

De Kao Company

Tung Ming Company

Total Express Ltd.

Apex Textile Co., Ltd (Apex Textile
Company)

Lucky Apex Ventures Limited

Futures co., Ltd (Futures Company)

Apex (Anqing) Textile Co., Ltd (Apex (Anqing)
Company)

Thousand Well International Limted
(Thousand Well Company)

Fastpower Limited (Fastpower
Limited )

Thousand Well (Samoa) International
Limted (Thousand Well (SAMOA)
Company)

Fastpower (Samoa) Limited
(Fastpower (Samoa) Limited)
Business Type

General Investment
General Investment
Manufacture, dyeing and
sales of various high-
quality fabrics and textiles
General Investment
Printing, dyeing, finishing,
garment manufacturing and
trading of various textile
and yarn materials
Printing and finishing of
various types of garments
and cloths
Production and sales of long
and short fiber fabric
processing and finishing
General Import and Export
Trade
General Investment
General Import and Export
Trade
General Investment
General Investment
Manufacture and processing
of various fiber textile
products
General Import and Export
Trade
Manufacture, processing, and
trading of chemical fibers
International Trade Business
Manufacture and sale of
textile products and dyeing
and finishing
General Investment
General Import and Export
Trade
Manufacture and sale of
various high-quality fabrics
and textiles
International Trade Business
International Trade Business
International Trade Business
International Trade Business
Percentage of
shareholding()
December
31 2020
December
31 2019
-
-
85
85
-
100
100
100
100
100
100
100
100
100
100
100
53.22
45.85
100
-
-
20.23
-
100
-
80
-
-

-
-

100
100
100
100
100
100
100
-
100
100
-
-
-
-
-
-
-
-

Note
December
31 2020
-
85
-
100
100
100
100
100
53.22
100
-
-
-
-
-
100
100
100
100
100
-
-
-
-
(14)
(11)
(5)
(5)
(12)
(8)
(10)
(8)
(4)
(4)
(4) and
(7)
(2) and
(4)
(15)
(15)
(16)
(17)
(17)
(17)
(17)
  • (1) The Company increase investment in De Licacy Samoa Company NTD320,241,000(USD11,059,000)and NTD137,228,000(USD4,440,000)in 2020

  • and 2019 respectively.

  • (2) On April 20, 2020, the board of directors approved the sale of 91.28% of the Company's equity interest in Tung Ming Company to Lucky Unique Enterprise Company for NTD 258,989,000, which is a reorganization of a jointly-controlled entity, and therefore The combined company increased its capital reserve for the

  • 206 -

difference between the sale price and the net equity of NTD20,052,000 , see Note 33.

  • (3) In 2020, the Company acquired 4.65% of Chadtex Company from an unrelated parties for $21,329,000, resulting in an increase in shareholding from 50.41% to 55.06%. The Company increased capital surplus by $675,000 for the difference between the actual acquisition price and the carrying amount, see Note 33.

  • (4) In June 2019, the Company acquired 3.96% of Lucky Unique Enterprise Company from an un related party for NT$21,664,000, resulting in an increase in the shareholding ratio from 55.74% to 59.7%, and the Company increased its capital reserve by NT$1,069,000 for the difference between the actual acquisition price and book value. Please see Note 33 . On January 14, 2020, the Board of Directors approved the purchase of 1.22% of Lucky Unique Enterprise Company from its subsidiary Tung Ming Company for NT$6,633,000, resulting in an increase in shareholding from 59.7% to 60.92%, and therefore the transfer of shareholding was a reorganization of a jointly controlled entity. Therefore, the transfer of ownership was a reorganization under common control, and The combined company reduced the capital surplus by NT$27,000 for the difference between the transaction price and the net

  • equity, see Note 33.

On June 19, 2020, the board of directors approved the sale of 35.94% of Lucky Unique Enterprise Company's shares (14,293,000 shares to unrelated parties) for NT$195,227,000 (NT$13.7 per share, net of securities transaction tax of NT$587,000). The transaction price was determined by reference to the equity value valuation report of Evermore Consulting Co., Ltd., an independent consultant of the un related party, as of March 31, 2020. The remaining investment was recognized at the fair value of the investment in affiliated companies at the date of loss of control, see Notes 13 and 32.

  • (5) The Company increased its investment in De Licacy Holdings Company by NT$427,638,000 (US$13,600,000) in 2019 for indirect investment in De Shen (Cayman) Holdings Co., Ltd. and Vietnam De Licacy Company. As of December 31, 2020, US$106,060,000 of the indirect investment in Vietnam De Licacy Company has been approved by the Investment Commission of the Ministry of Economic Affairs for

  • review.

  • (6) The Company increased its investment in View Best Global Co., Ltd. in 2020 by

  • NT$15,622,000 (US$540,000), mainly for the purpose of lending funds to an affiliate, Vietnam AGATO company, for its operations.

  • (7) On March 12, 2020, the Board of Directors approved the sale of 60% of the Company's equity interest in De Kao Company to Lucky Unique Enterprise Company, a subsidiary, for NT$12,000,000, and therefore the transfer of equity interest is a reorganization under a jointly controlled entity. Therefore, The combined company increased the capital surplus by NT$1,192,000 for the difference between the sale price and the net equity, see Note 33.

  • (8) Bright Wisdom Ltd. processed a cash capital increase in June 2019, but Tung Ming Company, Best Alliance International Limited and Eden Road Company were not recognized in proportion to their shareholdings, which resulted in a change in the shareholdings in Bright Wisdom Ltd. of 5.22%, 45.85% and 20.23%, respectively. The combined company reduced its capital surplus by NT$1,480,000 for the cash capital increase of the subsidiary not recognized in proportion to its shareholding, see Note 33 attached.

On January 14, 2020, the Board of Directors approved the acquisition of 5.22%

  • 207 -

and 20.23% equity interest in Bright Wisdom Ltd. by Best Alliance International Limited from its subsidiaries Tung Ming Company and Eden Road Company at US$1.0376 per share, respectively. As such, the transfer of ownership was a reorganization under common control, and The combined company increased the capital reserve by NT$1,177,000 for the difference between the transaction price and the net equity, see Note 33 attached.

Bright Wisdom Ltd. increased its capital by NT$209,403,000 (US$7,100,000) from January to September 2020, and its shareholding decreased from 71.3% to 53.22% because Best Alliance International Limited did not recognize the capital increase in proportion to its shareholding. The Company reduced its capital stock by NT$8,084,000 for this unrecognized increase in capital stock, see Note 33.

  • (9) De Licacy Samoa Company increased its investment in Bao Li Company by US$159,000 and US$532,000 in 2020 and 2019, respectively, mainly for indirect investment in Perfect Step Investments Limited (Perfect Step Ltd. holds 20% of the shares).

  • (10) De Licacy Samoa Company indirectly invested $1,572,000 (US$50,000) in Hong Kong Eden Road Company through Best Alliance International Limited in March 109, and Hong Kong Eden Road Company is mainly engaged in general import and export trade. .

  • (11) Chang Sin Lucky Unique Enterprise Textile Limited was liquidated on October 31, 2020 and the liquidation amount of NT$77,739,000 (US$2,706,000) was remitted to Hao Wan on November 30, 2020 for remittance to De-Licacy Samoa Company.

  • (12) De Licacy Samoa Company increased its investment in De Hong Company (50% shareholdings) by US$500,000 in 2019, mainly for indirect investment in De Hong (Vietnam) Company (100% shareholdings).

  • (13) De Licacy Samoa Company invests an additional NT$174,300,000 (US$6,000,000) in New Lake Company in 2020 to repay the USD loan.

  • (14) As Deli Star International Limited is no longer in active operation, The combined company returned NT$5,200,000 in liquidation on August 16, 2019 and is expected to be automatically delisted by the Government of Anguilla in six months.

  • (15) At the end of 2019, Bright Wisdom Ltd. acquired 19.231% of the shares of Apex Textile Co., Ltd and Total Express Ltd. from the key management at NT$74,950,000 (US$2,500,000), resulting in an increase in the percentage of shareholding from 80.769% to 100%. The Company increased its capital surplus by NT$7,641,000 for the difference between the actual acquisition price and the book value, see Note 33.

  • (16) On September 24, 2020, Bright Wisdom Ltd. acquired 100% of the shares held by Futures co., Ltd, which is mainly engaged in general import and export trade, from the key management for NT$3,000,000 (US$103,000). The combined company recognized goodwill of NT$552,000 for the difference between the consideration transferred and the fair value, which was valued using the discounted cash flow method as of September 30, 2020, based on the valuation report of Eternal Asset Consulting Co. On September 24, 2020, Bright Wisdom Ltd. increased its investment in Futures co., Ltd by NT$7,000,000 (US$239,000), which was approved by the Investment Review Committee of the Ministry of Economic Affairs on September 16, 2020 and approved on October 27, 2020.

  • 208 -

  • (17) Thousand Well International Limted and Fastpower Limited are companies to which The combined company has no material equity investment, but The combined company has control over the financial and operating policies of these companies and therefore The combined company has control over them and they are included in the preparation of the consolidated financial statements. The combined company has established Thousand Well (Samoa) International Limted and Fastpower (Samoa) Limited in October 2020 to transfer the operating activities of the former Thousand Well International Limted and Fastpower Limited .

13. Investments accounted for using equity method

Investment in affiliates
Investment in joint ventures
1.Investment in affiliates
Significant affiliates
Perfect Step Ltd.
Sung Yu Company
Lucky Unique Enterprise Company
Individually insignificant affiliates
Vietnam ATAGO Company
December 31 2020
$ 746,595

46,459
$ 793,054
December 31 2020
$ 210,718
399,151

111,412
721,281

25,314
$ 746,595
December 31 2020
$ 746,595

46,459
$ 793,054
December 31 2020
$ 210,718
399,151

111,412
721,281

25,314
$ 746,595
December 31 2019
$ 631,022

96,773
$ 727,795
December 31 2019
$ 225,694
364,072

-
589,766

41,256
$ 631,022
December 31 2019








  • 1.Investment in affiliates

The combined company's shareholdings and voting rights in affiliated companies as of the balance sheet date were as follows:

Name of Company

Perfect Step Ltd.
Sung Yu Company
Lucky Unique Enterprise Company
Vietnam ATAGO Company
December 31 2020
20%
38%
24.98%
30%
December 31 2019
20%
38%
-
30%

Vantage Gain Holdings Limited , a subsidiary, will increase its investment in Perfect Step Ltd. by NT$6,375,000 (US$217,000) and NT$22,259,000 (US$726,000) in 2020 and 2019, respectively, and Perfect Step Ltd. is mainly engaged in general investment. Please refer to Note 12(4) for information on the Company's investment in a related company- Lucky Unique Enterprise Co., Ltd..

For information on the nature of business, principal place of business and country of incorporation of the above affiliates, please refer to Schedule 7, "Information on Investee Companies, Location...etc." and Schedule 8, "Information on Investment in China".

1). Significant affiliates

The following summarized financial information has been prepared on the basis of the financial statements of each affiliate IFRSs and reflects adjustments made under the equity method.

  • 209 -

Perfect Step Ltd.

Current Assets
Non-Current Assets
Current Liabilities
Equity
Controlled Equity
Equity of the combined
companies
Operation Income
Net income (loss)
Sung Yu Company
Current Assets
Non-current Assets
Current Liabilities
Equity
Controlled Equity
Equity
of
the
combined
companies
Operation Income
Net income (loss)
Lucky Unique Enterprise Company
Current Assets
Non-current Assets
Current Liabilities
Non-current Liabilities
Equity
Controlled Equity
Equity of the combined
companies
Unrealized income(loss) of
upstream and downstream
transactions.
Investment Carrying Amount
Operation Income
Net income
December 31 2020
$ 10,159
1,611,909
(
649,100)
972,968
(
762,250)
$ 210,718
2020
$ -
($ 50,482)
December 31 2020
$ 77
1,054,024
(
3,703)
1,050,398
(
651,247)
$ 399,151
2020
$ -
($ 38,283)
December 31 2019 December 31 2019

(
(
$ 47,692
1,696,806
687,785)
1,056,713
831,019)
$ 225,694
2019
$ -
($ 802)
December 31 2019

(
(

(
(
$ 85
961,845
3,846)
958,084
594,012)
$ 364,072
2019

(
$ -
($ 36,420)
December 31 2020

(
(
(
(

$ 598,775
801,251

924,092 )
29,780)
446,154
334,684)
111,470

58 )
$ 111,412
2020

$ 614,595
$ 15,285
  • 210 -

2).Consolidated Individually insignificant affiliates information

Shares
of
the
combined
companies
Total income (loss)
2020
$ 15,941)
2019
( ( $ 13,965)

2.Investment in joint ventures

Significant Joint Venture New Premium Enterprise Co., Ltd.

Current Assets
Non-current Assets
Current Liabilities
Non-current Liabilities
Equity
Controlled Equity
Equity
of
the
combined
companies
Net equity difference
Investment Carrying Amount
Operation Income
Net loss
December 31 2020
$ 76,836
19,196
(
3,114 )
(
- )
92,918
(
46,459)
46,459

-
$ 46,459
2020
$ 42,829
($ 53,282)
December 31 2019 December 31 2019

(
(
(


(
(
(

$ 126,279
53,224

20,788 )
6,789)
151,926
75,963)
75,963
20,810
$ 96,773
2019

(

(
$ 180,706
$ 51,960)

As of the balance sheet date, The combined company held 50% of the equity and voting rights in the significant joint venture (New Premium Enterprise Co.,Ltd ).

Investments accounted for using the equity method and The combined company's share of profit or loss and other comprehensive income or loss are recognized on the basis of the audited financial statements of each of the affiliates and the joint venture for the same period.

14. Property, Plant and Equipment

Details of the two-period change in property, plant and equipment are set out in Schedule 12.

Among the owned land, part of The combined company's factory land (with a book value of NT$23,507,000) is agricultural land, which is temporarily registered in the name of others, but the agricultural land has been set up as a mortgage to The combined company.

The combined company has not performed an impairment assessment for 2020 and 2019 as there is no indication of impairment.

Depreciation expense is accrued on a straight-line basis over the following number of years of useful life :

  • 211 -
Land improvements 3 to 40 years
Buildings
Plant main buildings 20 to 55 years
Mechanical and power 5 to 40 years
equipment
Engineering System 3 to 55 years
Others 2 to 25 years
Machinery 2 to 25 years
Transportation equipment 3 to 15 years
Other equipment 2 to 25 years

For the amount of property, plant and equipment pledged as security for loans by The combined company, see Note 38.

15. Lease Agreement

  • (1) Right-of-use asset
Right-of-use
asset
carrying
amount
Land
Buildings
Transportation equipment
Other equipment
Additions of right-of-use asset
Depreciation expense of right-of-
use asset Depreciation expense
Land
Buildings
Transportation equipment
Other equipment
December 31 2020
$ 328,818
37,984
3,175

590
$ 370,567
2020
$ 27,455
$ 10,287
40,155
1,070

4,124
$ 55,636
December 31 2019 December 31 2019




$ 347,614
99,191
449
4,714
$ 451,968
2019






$ 132,133
$ 11,342
35,414
1,657
4,127
$ 52,540

Except for the above additions and recognition of depreciation expense, The combined company's right-of-use assets are not subject to significant sublease or impairment in 2020 and 2019.

See Note 38 for the amount of the right-of-use asset that is set as a guarantee for the loan.

(2) Lease liabilities

Lease liabilities carrying amount
Current
Non-current
December 31 2020
$ 27,739
$ 14,435
December 31 2019 December 31 2019


$ 46,679
$ 58,701

The discount rate range of the Lease liabilities is as follows:

  • 212 -
Land
Buildings
Transportation equipment
Other equipment
December 31 2020
-
1.32%~4.73%
1.41%~1.45%
1.78%
December 31 2019
1.82%
1.34%~4.73%
1.34%
1.78%~1.9%

(3) Important Tenant Activities and Terms

The combined company leased certain pieces of land for factory and office use for a

term of 40 to 50 years. At the end of the lease term, the combined Company has no

priority purchasing rights for the leased land and buildings.

The right-of-use asset lease period is as follows.

Land June 2047 to December 2068 Buildings March 2022 to March 2023 Transportation equipment July 2023 to April 2024 Other equipment February 2021

  • (4) Other leasing information
ther leasing information
Short-term leasing expense
Total cash used in leasing
2020
$ 5,025
$ 52,416)
2019

(

(
$ 10,492
$ 55,686)

All commitments under leases commencing after the balance sheet date for the lease period are as follows:

period are as follows:
Lease Commitment December 31 2020
$ 4,870
December 31 2019
$ 2,501

16. Investment fixed properties

Changes of land use right and uildings are as follows:

Costs
Beginning Balance
Disposal of the year
Net foreign exchange difference
Ending Balance
Accumulated depreciation
Beginning Balance
Disposal of the year
Depreciation expense
Net foreign exchange difference
Ending Balance
Year end net
2020
$ 145,772
-
4,187
$ 149,959
$ 81,056
-
3,415
417
$ 84,888
$ 65,071
2019







(
(


(
(

$ 202,653

43,591 )
13,290)
$ 145,772
$ 84,789

7,518 )
4,285
500)
$ 81,056
$ 64,716
  • 213 -

The combined company disposed of certain investment properties in fiscal year 2019 and recognized a gain on disposal of investment properties of NT$14,409,000 under other gains and losses in the Consolidated Statement of Income.

Investment properties are depreciated on a straight-line basis over 20 years of useful life.

The fair value of investment property as of December 31, 2019 was NT$202,384,000, which was based on a valuation performed by Evermore Valuation Joint Office, an independent non- related party, as of December 31, 2019. The valuation was performed using the discounted cash flow analysis method. There was no significant change at the fair value as of December 31, 2020 compared to December 31, 2019.

Please refer to Note 38 for the amount of investment property pledged as collateral for loans.

17. Goodwill

The goodwill represents the increase in the indirect ownership of Bright Wisdom Ltd. by the subsidiary Tung Ming Company in 2011. The initial carrying value of the equity-method investments was the carrying value as of January 1, 2011. The difference between the carrying value and the net equity includes goodwill of NT$12,444,000, which arose from the business combination of Bright Wisdom Ltd. which became a subsidiary of The combined company from a related party at the end of 2014.

The combined company also acquired Jon Da Company in September 2020 and recognized goodwill totaling NT$552,000 for the difference between the consideration transferred and the fair value, see Note 12(16) attached.

The combined company did not recognize any impairment loss on goodwill in 2020 and 2019.

18. Other Intangible Assets

Computer Software
Emissions rights
December 31 2020
$ 3,414

12,009
$ 15,423
December 31 2019 December 31 2019




$ 4,646
12,648
$ 17,294
  • 214 -
Costs
Balance at January 1 2019

Purchase of the year
Net foreign exchange difference

Balance at December 31 2019

Accumulated amortization
Balance at January 1 2019

Amortization fee
Net foreign exchange difference

Balance at December 31 2019

Net at December 31 2019

Costs
Balance at January 1 2020

Purchase of the year
Net foreign exchange difference

Subsidiary Disposal

Net at December 31 2020

Accumulated amortization
Balance at January 1 2020

Amortization fee
Net foreign exchange difference

Subsidiary Disposal

Balance at December 31 2020

Net at December 31 2020
Computer
software
$ 7,937
1,430
18)

$ 9,349

$ 3,403
1,307
7)

$ 4,703

$ 4,646

$ 9,349
565

25 )
970)

$ 8,919

$ 4,703
1,252

18 )
432)

$ 5,505

$ 3,414
Emissions
Rights
$ 17,159

-
681)

$ 16,478

$ 3,074

917
161)

$ 3,830

$ 12,648

$ 16,478

-

258
-

$ 16,736

$ 3,830

821

76
-

$ 4,727

$ 12,009
Total

(


(



(
(


(
(



(



(














(



(





(




(

$ 25,096

1,430
699)
$ 25,827
$ 6,477

2,224
168)
$ 8,533
$ 17,294
$ 25,827

565

233
970)
$ 25,655
$ 8,533

2,073

58
432)
$ 10,232
$ 15,423

Except for the recognition of amortization fee, there were no significant additions, disposals and impairments to The combined company's other intangible assets in 2020 and 2019.

Emissions Rights, which were acquired by a subsidiary in China in March 2015 for a fee, are accrued on a straight-line basis over 20 years. Computer software is amortized on a straightline basis over 1-8 years.

  • 215 -

19. Prepayments

Prepayments
Current
Prepayment for purchases
Prepayment for plating fee
Prepayment for leasing fee
Prepayment for insurance fee
Others
Other Assets
Current
Input Tax
Tax
Overpaid
Retained
for
Offsetting
the
Future
Tax
Payable
Refundable Tax
Office supplies
Others
Non-current
Prepayment for equipment
Long-term receivables
Loan
(1)Short-term loan
Securred loan (see Note 38)
Bank loan
Unsecured loan
Bank loan by line of credit
December31 2020
$ 100,052
4,090
2,174
913

49,514
$ 156,743
December 31 2020
$ 383,971
115,350
37,493
4,530

20,189
$ 561,533
$ 43,003

732
$ 43,735
December 31 2020
$ 3,849,446

2,551,511
$ 6,400,957
December31 2019
$ 101,078
5,837
3,069
2,707

87,907
$ 200,598
December 31 2019
$ 564,128
84,321
49,194
6,781

23,716
$ 728,140
$ 159,641

2,087
$ 161,728
December 31 2019
(1)




$ 2,437,498
2,832,784
$ 5,270,282

20. Other Assets

21. Loan

(1)Short-term loan

The annual interest rates of bank loans are 0.79% to 6.00% and 0.97% to 6.00% in 2020 and 2019, respectively. The amount of fully-guaranteed short-term secured loans on December 31,2020 and 2019 is NT$1,393,000,000 and NT$970,613,000, respectively.

  • 216 -

(2)Short-term notes and bills payable

Commercial Paper Payable
Less: Discount on short-term
notes and bills payable
December 31 2020
$ 710,000

499
$ 709,501
December 31 2019 December 31 2019




$ 430,000
210
$ 429,790

Outstanding short-term notes and bills payable are as follows:

December 31 2020

Guarantor/Acceptance Agency
Face amount Face amount Discount
amount
Carrying
amount
Interest rate
collars(%)
Name of
collateral
C o l l a t e r a l
Carrying
amount
Commercial Paper Payable
Grand Bills Finance Corp.

Taiwan Cooperative Bills Finance Corp.
China Bills Finance Corp.
Mega Bills Finance Co. Ltd.
Dah Chung Bills Finance Corp.
Da Ching Bills Finance Corp.
Taiwan Finance Corp.
International Bills Finance Corp.
O-Bank




$ 50,000
100,000
50,000
50,000
50,000
50,000
50,000
50,000
260,000

$ 710,000









$ 20

133

3

5

41

81

28

5
183

$ 499









$ 49,980

99,867

49,997

49,995

49,959

49,919

49,972

49,995
259,817
$ 709,501

0.500

0.902

0.400

0.852

0.850

1.040

1.140

0.650
0.330
none

none
none
none
none
none
none
none
none
$ -
-
-
-
-
-
-
-
-

December 31 2019

Guarantor/Acceptance Agency
Face amount Discount
amount
Carrying
amount
Interest rate
collars(%)
Name of
collateral
Collateral
Carrying
amount












(3) Long-term bank loan

  • 217 -

1. Bank Guarantees and Credit Loans

Guaranteed Loans
Bank loan

Bank loan

Unsecured loan
Bank line of credit loans
Bank line of credit loans
Bank line of credit loans
Bank line of credit loans
Bank line of credit loans
Bank line of credit loans
Less: classified as the
part due within
one year
ExpiryDate Significant Terms
The principal is repaid at a time when it is due.

From September 2021, average amortization of
principal in 36 installments.
Since July 2017, the principal has been amortized
on an average half-year basis. This loan is
intended to remit the capital required to set up the
Vietnam plant in the investment share capital.
The first installment will be made 9 months after
the first utilization of the credit line, and every 3
months thereafter, in a total of 10 equal
installments.
From April 2022, the principal will be repaid in
average monthly installments.
The principal will be repaid in equal monthly
installments beginning in September 2021.
The average monthly principal repayment has
been made since November 2021.
The principal will be repaid in 24 equal monthly
installments beginning in October 2021.
December 31 2020
$ -
12,000
240,000
14,952
250,000
293,400
88,000
10,000

908,352
106,952

$ 801,400
December 31 2019 December 31 2019
2020.03.30
2020.08.12

2024.08.15

2022.01.19
2025.03.20

2022.08.05

2026.05.15
2029.07.09

2025.08.21
2029.11.12

2025.10.08

2023.09.30













$ 1,128,000

-

100,000

22,485

235,000

73,500

-
-

1,558,985
1,174,746
$ 384,239

The interest rates as of December 31, 2020 and 2019 are 0.21% to 1.79% and 0.21% to 3.48% per annum, respectively. fully guaranteed loans are fully guaranteed at December 31, 2019. loans are fully guaranteed at December 31, 2019.

2.Bank Syndications signed on February 13 2019

(1) Bank Syndication Quota NT$2,200,000,000

On February 13, 2019, the Company entered into a syndicated credit agreement with a syndicate of banks for a total amount of NT$2,200,000, 000,the purpose of which is to repay loans from financial institutions and to replenish medium-term operating revolver.

As the financial ratios in the consolidated financial statements for the second quarter of 2020 did not meet the requirements of the loan agreement, the Company applied to the syndicated credit syndicate for a waiver of the financial ratios in the 2020 semi-annual and annual reports and for a new guarantee line of NT$800,000,000 (Item B) for the issuance of commercial paper (the total amount of Item A and Item B to be utilized shall not exceed the total credit line of NT$2,200,000,000), and the first supplementary contract was signed on November 30, 2020.

Terms and Conditions


Item A

Item B (Commercial Paper
Guarantee)

Less: As part of a one-year
maturity
Line of Credit
$ 2,200,000

800,000

$ 3,000,000

Used A m ount
December 31
2019
$ 2,200,000
-


2,200,000
-

$ 2,200,000
Credit Period
From the date of first use
to the date of
expiration of 5 years
From the date of first use
to the date of
expiration of 5 years.
Annual
interest rate

1.797%

0.85%
Credit granting
method

December 31
2020
$ 1,400,000
799,932

2,199,932
176,000

$ 2,023,932










Should not be
revolving use
Revolving use
is allowed.

Settlement method

  • 218 -

  • Item A: The 30-month maturity date from the first drawdown date (21 February 2019) will be the first installment. Thereafter, the outstanding principal balance of Item A will be amortized in six installments at a rate of six installments. Of these, 8 per cent were amortized for the first to fifth installments and 60 per cent for the sixth installment. However, if the date of amortization of the balance of principal for any period as set out in the foregoing manner will be later than the final maturity date, the final maturity date shall be the

  • amortization date of the principal for that period.

  • Item B: The full payment obligation shall be fulfilled on the maturity date of the commercial promissory note at the face amount as scheduled, and the first installment shall expire 30 months from the date of the first use, and thereafter the amount shall be reduced in six installments at a rate of one every six months. Among them, the first to the fifth phase of the amortization and decrement of 8%, the sixth phase of the amortization and decrement of 60%.

- (2) Bank Syndication Quota USD28,000,000

On February 13, 2019, De Shen (Cayman) Holdings Co., Ltd., a subsidiary of the Company, entered into a syndicated credit facility agreement with a syndicate of banks for a total amount of USD28,000,000 for the repayment of loans from financial institutions, including but not limited to the outstanding balance of the old syndicated loan and the replenishment of medium-term operating revolver.

Terms and Conditions

Line of Credit

USD28,000,000
Used A mount
December 31 2019
$ 794,470
(USD26,500,000)
Credit Period

From the date of
first use to the
date of
expiration of
five years.
Annual interest rate
1.1% to 1.11% and
2.76% to 2.79%
for 2020 on
December 31,
2019 and 2020,
respectively.

Creditgrantingmethod
December 31 2020
$ 361,696
(USD12,700,000)
The total amount of the credit
facility is to be utilized on a
recurring basis, with the first
installment of 30 months from the
date of initial utilization (February
13, 2019) and subsequent
installments every six months,
with the total amount of the credit
facility being reduced in six
installments of eight percent (8%)
from the first to the fifth
installment and sixty percent
(60%) from the sixth installment.

(3) Financial Ratios

During the term of this contract, the Company's consolidated financial statements shall maintain the ratios shown below:

  • A. Current Ratio (Current Assets/(Current Liabilities - Dividends payable)) ︰ shall not be less than one hundred percent (100%) (Inclusive).

  • - -

  • B. Liabilities Ratio:(Total Liabilities Dividends Payable Bank loans secured by full certificates of deposit)/Net of tangibles: shall not be higher than two hundred percent (200%) (inclusive) 。

  • C. Interest covers multiplier ((Net income before tax + Finance costs + Depreciation Depreciation + Amortization)/Finance costs): 6 times (inclusive) above.

  • D. Net of Tangibles (Equity(include minor shareholdings) - Intangible Assets + Dividends payable): No less than NT$4.5 billion (inclusive)

  • The combined company's pledges to secure long-term loans are described in

  • Note 38.

  • 219 -

22. Notes Payable and Accounts Payable

  • (1) Notes Payable
s Payable and Accounts Payable
otes Payable
Occurrence due to business
Occurrence due to nonbusiness –
purchase of Property, Plant and
Equipment
December 31 2020
$ 70,882

1,283
$ 72,165
December 31 2019




$ 142,999
2,448
$ 145,447
  • (2) All accounts Payable for business.

  • (3) The combined company has a financial risk management policy to ensure that all payables are repaid within the prearranged credit terms.

23. Other accounts payable

.Other accounts payable
Payroll payable, bonus, Remuneration
for Employees and Directors
Utilities Payable
Commission Payable
Equipment Payable
Leave Payable
Business tax payable
Others
December 31 2020
$ 184,518
68,793
46,690
33,189
8,218
7,200

149,588
$ 498,196
December 31 2019




$ 223,319
59,484
37,425
34,938
16,008
124,089
174,053
$ 669,316

24. Long-term deferred income

Government Grants December 31 2020
$ 49,376
December 31 2019 December 31 2019
$ 34,853

This represents government subsidies from environmental improvement projects, energy conservation projects and production line technology renovation, which has been recorded as deferred income and transferred to profit or loss over the useful lives of the related assets of 5 to 15 years.

Apex (Anqing) Textile Co., Ltd received a land use right grant of NT$25,697,000 (CNY5,860,000) in 2019, which was recorded under deferred revenue and amortized to income over the 50-year life of the land use right.

25. Refund Liability

Beginning Balance
Current year provision (reversal) of
refund liability
Subsidiary Disposal
Foreign exchange difference
Ending Balance
2020
$ 6,523

1,950 )

860 )
8)
$ 3,705
2019

(
(
(

(
$ 5,961
1,077
-
515)
$ 6,523

26. Post-employment benefit plan

(1) Defined contribution plan

  • 220 -

The Labor Pension Act, which is a defined post-employment contribution plan administered by the government, is applicable to The combined company and its domestic subsidiaries, and contributes 6% of employees' monthly salaries to the individual accounts of the Labor Insurance Bureau.

The employees of The combined company's subsidiaries in China and Vietnam are members of the post-employment benefit plan operated by the local governments in China and Vietnam. The subsidiaries are required to contribute a certain percentage of payroll costs to the post-employment benefit plan in order to fund the plan. The combined company's obligation to this government-operated post-employment benefit plan is only to contribute a specific amount.

(2) Defined benefit plan

The pension plan of The combined company and its domestic subsidiaries under the Labor Standards Act in Taiwan is a government-administered defined benefit pension plan. The employees' pension payments are based on the average salary for the six months prior to the date of approved retirement. The Company contributes 2% to 4% of the employees' monthly salaries to the pension fund, which is deposited in the name of the Labor Pension Fund Supervisory Committee in a special account in the Bank of Taiwan. If the balance of the special account is not sufficient to pay the employees who are expected to meet the retirement requirements in the following year before the end of the year, the difference will be withdrawn in one lump sum by the end of March of the following year. The management of the special account is entrusted to the Bureau of Labor Funds, Ministry of Labor, and The combined company has no right to influence the investment management strategy.

The amounts of defined benefit plan included in the consolidated balance sheets are shown below:


Defined benefit obligation current value
Plan assets at fair value
Net defined benefit liabilities(assets)
December 31 2020
$ 187,855
(
193,331)
($ 5,476)
December 31 2019 December 31 2019

(
(

(
$ 304,916
249,372)
$ 55,544

Net defined benefit liabilities changes:

1 January 2019

Current Service Costs
Interest expense(income)

Recognized in profit or loss

Re-measurement
Planning assets remuneration (In
addition to the amount included in net
interest)
Actuarial losses(income)
Changes in demographic assumptions
Changes in financial
assumptions
Experience Adjustment

Recognized in other comprehensive loss
or income

(Continued)
Defined benefit
obligation current
value
$ 318,765

2,918

3,140


6,058

-
413
6,826

6,598


13,837
Plan assets at fair
value
($ 254,572)


-
(
2,604)

(
2,604)

(
8,881 )

-

-

-

(
8,881)
Net defined benefit
liabilities
Net defined benefit
liabilities




(

(
(
(



(




(



$ 64,193

2,918
536
3,454

8,881 )

413

6,826
6,598
4,956
  • 221 -

(continued from the previous page)

ontinued from the previous page)
Employer’s contribution

Benefit expenditures

December 31 2019

Current Service Costs
Interest expense(income)

Recognized in profit or loss

Re-measurement
Plan Assets remuneration (In
addition to the amount included in net
interest)
Actuarial losses(income)
Changes in demographic assumptions
Changes in financial
assumptions
Experience Adjustment

Recognized in other comprehensive loss
or income

Employer’s contribution

Benefit expenditures

Disposal of Subsidiary

December 31 2020
Defined benefit
obligation current
value
$ -

(
33,744)


304,916

2,312

1,841


4,153

-
16
4,271
(
26,226)

(
21,939)


-

(
42,433)

(
56,842)

$ 187,855
Plan assets at fair
value

( $ 17,059)


33,744

(
249,372)


-
(
1,659)

(
1,659)

(
7,287 )

-

-

-

(
7,287)

(
29,725)


42,433


52,279

($ 193,331)
Net defined benefit
liabilities

(



(
(

(
(
$ (

(

(
(
(



(
(


(
$ ($ 17,059)

-

55,544

2,312

182

2,494
(
7,287 )

16

4,271
(
26,226)
(
29,226)
(
29,725)

-
(
4,563)
($ 5,476)


The amounts recognized in profit or loss for defined benefit plans are summarized by function as follows.

Operation cost
Marketing Expense
Management Expense
R&D Expense
2020
$ 1,410
382
320
382
$ 2,494
2019




$ 2,093
464
473
424
$ 3,454

The combined company is exposed to the following risks as a result of the Labor Standards Act pension system.

  • 1.Investment Risk: Bureau of Labor Funds, Ministry of Labor invests its labor pension funds in domestic and foreign equity securities, debt securities and bank deposits through its own use and entrusted operations, but the amount of Plan Assets allocated to the combined company is based on the income at an interest rate not lower than the local bank's two-year time deposit rate.

  • 2.Interest Risk: The decrease in interest rates on government bonds will increase the

  • current value of the defined benefit obligation, but the return on investment in plan assets will also increase, which will have a partially offsetting effect on the net defined benefit obligation.

  • 3.Payroll Risk: The defined benefit obligation current value is calculated by reference to

  • 222 -

the future salary of the plan member. Therefore, an increase in plan members' salaries will increase the defined benefit obligation current value.

The defined benefit obligation current value of The combined company was actuarially determined by a qualified actuary with the following significant assumptions as of the measurement date.

Discount rate
Expected rate of salary increase
December 31 2020
0.2%~0.5%
1.5%~2%
December 31 2019
0.6%~0.75%
0.5%~2%

The amount by which the defined benefit obligation current value would increase (decrease) if there were reasonably possible changes in significant actuarial assumptions, respectively, with all other assumptions held constant, is as follows

Discount Rate
Add: 0.1%
Less: 0.1%
Expected rate of salary increase
Add: 0.1%
Less: 0.1%
December 31 2020
($ 1,693)
$ 1,716
$ 1,663
($ 1,644)
December 31 2019 December 31 2019
(


(
(


(
$ 2,776)
$ 2,815
$ 2,732
$ 1,891)

The sensitivity analysis above may not reflect actual changes in the current value of the defined benefit obligation because actuarial assumptions may be correlated with each other and changes in only one assumption are unlikely.

Amount expected to be withdrawn
within 1 year
Average Period of Defined Benefit
Obligation Expiration
December 31 2020
$ 9,919
4.3~9.3 years
December 31 2019 December 31 2019


$ 14,244
5.1~9.4 years

27. Equity

  • (1) Common Stocks
ity
Common Stocks
Authorized Shares (1000 shares)
authorized capital stock
Number of shares issued and fully
paid (1000 shares)
Issued capital stocks
December 31 2020

480,000
$ 4,800,000

384,566
$ 3,845,657
December 31 2019






480,000
$ 4,800,000
384,566
$ 3,845,657

The issued common shares have a par value of $10 per share and each share is entitled to one vote and the right to receive dividends.

On June 21, 2019, the Board of Directors resolved to issue 50,000,000 new shares with a par value of $10 per share at a premium of $22 per share. The above cash capital increase was approved and reported by the Securities and Futures Bureau of the Financial Supervisory Commission on July 18, 2019, and the Board of Directors resolved to set September 20, 2019 as the base date for the capital increase, and the legal registration

  • 223 -

procedures have been completed.

  • (2) Capital surplus
procedures have been completed.
Capital surplus
May be used to make up losses, pay
cash or capitalize (Note)
Stock Issuance Premium
Corporate bond conversion premium
Treasury Stocks Transactions
Actual acquired or the difference
between the actual acquisition or
disposal price of a subsidiary and its
carrying value (Note 12)
December 31 2020
$ 617,063
32,325
77,146

65,024
$ 791,558
December 31 2019




$ 790,118
32,325
69,687
50,039
$ 942,169

Note:Such capital surplus may be used to cover losses or, when the Company has no losses, to distribute cash or to capitalize capital, provided that such capitalization is limited to a certain percentage of the paid-in capital each year.

On June 21, 2019, the Board of Directors resolved to issue 50,000,000 new shares in cash, of which the share issuance premium was NT$597,250,000 (net of securities underwriting expenses of NT$2,750,000), and the portion reserved for employee subscription was recognized as salary expense of NT$737,000 based on the fair value of the stock options, and capital surplus-employee stock options were also recorded, which was transferred to capital surplus-share issuance premium after the completion of the cash capital increase.

(3) Retained Earnings and Dividends Policy

In accordance with the Company's Articles of Company, if there is any surplus in the annual accounts, the Company shall first pay taxes to cover the deficits of previous years and then set aside 10% as legal reserve, but if the legal reserve has reached the Company's paid-in capital, it may not be set aside, and the rest shall be set aside or reversed to special reserve in accordance with the law, and the remaining amount shall be added up. The accumulated undistributed earnings of prior years shall be retained by the board of directors at its discretion, depending on the operational needs, to prepare a proposal for the distribution of earnings and submit it to the shareholders' meeting for resolution on the distribution of dividends to shareholders. The Company's policy on the distribution of employees' and directors' remuneration is described in Note 29-(8) "Employee Compensation and Directors' Remuneration".

Under the objective of maintaining schedule dividends, the Board of Directors shall, in principle, distribute not less than 50% of the distribu schedule earnings, of which the cash portion of dividends and bonuses to shareholders shall not be less than 10% of the shareholders' distribution, subject to adjustment based on the Company's performance and capital requirements. The cash portion of dividends and bonuses to shareholders shall not be less than 10% of the total amount distributed to shareholders, subject to adjustments based on the Company's performance and capital requirements.

The legal reserve shall be set aside until the remaining balance reaches the Company's total paid-in capital and may be used to cover losses. If the Company has no deficit, the excess of the legal reserve over 25% of the total paid-in capital may be distributed in cash, in addition to being capitalized.

The Company follows the letters: No. Financial-Supervisory-Securities-Issuing-

  • 224 -

1010012865, No. Financial-Supervisory-Securities-Issuing-1010047490, and No. Financial-Supervisory-Securities-Issuing-1030006415 and the "Q&A on the Application of IFRSs to the Presentation of Special Reserve", etc. The Company has presented and reversed the presentation of special reserve.

At the shareholders' meetings held on June 11, 2020 and June 21, 2019, the Company resolved to distribute earnings for the years 2019 and 2018 respectively as follows:

Legal reserve
Special reserve
Cash dividends
Cash dividends per share(NT$)
2019
$ 55,379
108,914
403,794
1.05
2018
$ 20,216
12,408
184,011
0.55

The Company also resolved at the regular shareholders' meeting on June 11, 2020 to distribute cash dividends (NT$0.45 per share) at a capital surplus - share issue premium of NT$173,055,000 and on June 21, 2019 to distribute cash dividends (NT$0.95 per share) at a capital surplus - share issue premium of NT$317,837,000.

The Company has proposed to cover the loss by legal reserve of NT$162,083,000 at the board of directors' meeting on March 15, 2021.

(4)Special reserve

Special reserve
Beginning Balance
Made special reserve
Deductions from other equity
Ending Balance
2020
$ 293,042
108,914
$ 401,956
2019




$ 280,634
12,408
$ 293,042

Upon the distribution of earnings, a special reserve is provided for the difference between the net decrease in other stockholders' equity recorded at the end of the reporting period and the special reserve provided for the first time using IFRSs. If the balance of the decrease in other stockholders' equity subsequently reverses, the earnings may be distributed as part of the reversal.

(5)Other Equities

  1. Exchange differences on translation of financial statements of foreign operating institutions
institutions
Beginning Balance
Current Year Occurred
Conversion differences of foreign operating
institutions
Related taxes of foreign operating
institutions
Related company for using equity
method/Shares of joint ventures
Other comprehensive loss/income of the year
Dispose subsidiaries
Changes in ownership equities of subsidiaries
Ending Balance
2020
$ 451,447)

119,345 )
18,096
26,815

74,434)
12,788
422
$ 512,671)
2019
(
(

(

(
(
(
(
(

(
$ 294,358)

169,860 )
39,271

26,500)

157,089)
-
-
$ 451,447)
  • 2.Financial liabilities at fair value through other comprehensive profit and loss unrealized evaluation loss and income.

  • 225 -

Beginning Balance
Currently generated
Unrealized gains or
losses/Equity Instruments
Share of affiliated companies
using the equity method
Total other comprehensive income
Changes in ownership equities in
subsidiaries
Transfer of accumulated gain or loss
on disposal of equity instruments
to retained earnings
Closing balance
(6)Non-controlled Equity
Beginning Balance
Net income
Total other comprehensive income
Exchange differences on
translation of financial
statements of foreign operating
institutions
Financial assets at fair value
through other comprehensive
profit and loss unrealized gains
or losses
Defined benefit plan re-
measurements
Income tax related to defined
benefit plan re-measurement
Income taxes related to the
translation of financial
statements of foreign operating
entities
Cash dividends allocated
Return of shares in the liquidation of
subsidiaries
Subsidiary Disposal
Non-Controlled Equity increase
Non-Controlled Equity decrease
Ending Balance

(7)Treasury Stocks
Shares of parent company held by
subsidiaries.(1000 shares)
Shares in starting period
increase (Note 1)
decrease (Note 2)
Shares in period end
2020
$ 49,491
18,335
1,332)
17,003
1,102
11,428)
$ 56,168
2020
$ 795,067
653
4,881
11,238
-
-
209

45,663 )
-

189,185 )
219,188
45,922)
$ 750,466
2020
1,218
25
1,243)
-
2019

(

(








$ 1,316
48,175
-
48,175
-
-
$ 49,491
2019

(
(
(







(
(
(
(
(
$ 798,168
56,442

18,498 )
17,057
387

75 )
377

43,842 )

5,186 )
-
95,561
105,324)
$ 795,067
2019
1,137
81
-
1,218
(


  • 226 -

  • Note 1: The Company's shareholding in Lucky Unique Enterprise Company increased by

  • 1.22% and 3.96% in 2020 and 2019 respectively, representing a consolidated shareholding of 25,000 shares and 81,000 shares in the Company.

  • Note 2: The Company disposed of Lucky Unique Enterprise Company's shares in 2020 and lost control of Lucky Unique Enterprise Company. Therefore, Lucky Unique Enterprise Company's shares are no longer treated as treasury stock, and the market price of the Company's shares and the carrying amount of treasury stock are increased by the capital surplus - treasury stock of NT$7,459,000.

Lucky Unique Enterprise Company, a subsidiary of the Company, holds shares of the Company (Lucky Unique Enterprise Company is classified as Financial liabilities at fair value through other (Lucky Unique Enterprise Company is classified as financial liabilities at fair value through other comprehensive profit and loss-noncurrent), and the Company is included in Treasury Stocks based on the percentage of consolidated holdings.

Lucky Unique Enterprise Company holds the Company's shares for investment purposes, and the related information is as follows:

Name of Subsidiary
December 31 2019
Lucky Unique Enterprise Company
Belong to the Company
Number of
shares
(1000 shares)
2,040

1,218
Carrying
amount

$ 53,143
12,681
Market value
$ 53,143

31,726

Lucky Unique Enterprise Company received cash dividends of NT$3,060,000 from the Company in 2019, and the Company increased its capital surplus - treasury stock by NT$1,827.000 in proportion to its consolidated shareholding,

The shares held by subsidiaries are treated as treasury stocks, except that they are not allowed to participate in the Company's capital increase and have no voting rights, and have the same rights as ordinary shareholders.

28. Revenue

Sales Revenue 2020
$ 8,594,659
2019
$ 10,919,724

(1) Description of Customer Agreement

Revenue from sales of long- and short-staple fibers

The combined company recognizes revenue and accounts receivable from the sale of short- and long-haul fabrics when the terms of trade are fulfilled. The average credit period of The combined company's merchandise sales is 30 to 120 days. Most of the contracts are recognized as accounts receivable when the merchandise is transferred and The combined company has the unconditional right to receive the consideration. However, for some of these contracts, The combined company is obligated to transfer the merchandise to the customer.

  • 227 -

(2) Balance of Contract

Balance of Contract
Notes receivable (including related party
(Notes 10 and 37)
Accounts Receivable (including related
party)(Notes 10 and 37)
Contract liabilities (Included under other
current liabilities)
Sale of goods
December 31
2020
$ 104,431

$ 1,762,165

$ 50,446
December 31
2019

$ 177,969
$ 1,960,681
$ 86,947
January1 2019






$ 232,207
$ 1,800,839
$ 2,892
  • (3) Revenue breakdown from customer contracts

Please refer to Note 43 for revenue breakdowns.

29. Net income (loss) before tax

  • (1) Other income and loss, net
(1) Other income and loss, net
Net income (loss) on disposal of
property, plant and equipment
(
(2) Interest income
Bank deposits

Financial
assets
carried
at
amortized cost


(3) Other income
Subsidy income

Rent income
Claim income
Sale of tubular assets
Sale of cloth samples
Dividend income
Others


(4) Other gains and losses
Gains from subsidiary disposal (Note
32)
Foreign exchange net loss
Financial product evaluation net income
(loss) at fair value through profit and
loss
Gains from Investment fixed assets
disposal
Others
2020
9,383)
2020
39,027
3,859
42,886
2020
101,472
18,551
15,243
-
3,499
1,487
64,396
204,648
2020
$ 9,154

219,941 )

18,301 )
-
52,373)
$ 281,461)
2019
55,618
2019
50,577
3,679
54,256
2019
5,916
12,616
26,406
7,375
5,877
1,602
63,356
123,148
2019
( $ $


$

$
$ $
$

$
$ $

(
(
(
(

(
(
(
$ -

61,644 )
34,715
14,409
40,308)
$ 52,828)
  • 228 -

(5) Financial costs

(5) Financial costs
2020
Bank loan interest total
$ 176,059
Amortization of handling fees for
syndicated loan cases
1,562
Lease liabilities interest
1,401
Less: Amounts included in the cost of
qualifying assets (included under
property, plant and equipment
and prepayments for equipment)

1,305
$ 177,717
Capitalization of interest relevant information as below:
2020
Capitalization of interest amount
$ 1,305
Capitalization of interest rate
1.32%~4.58%
Deprecation and Amortization
2020
Property, Plant and Equipment
$ 556,763
Investment fixed property
3,415
Intangible Assets
2,073
Right-of-use asset

55,636
$ 617,887
Depreciation expense summary by
function
Operation cost
$ 557,453

Operation expense

58,361

$ 615,814

Amortization fee summary by
function
Operation cost
$ 177

Operation expense

1,896

$ 2,073
2019


$ 211,865
4,477
1,758
12,034
$ 206,066
2019
$ 12,034
1.33%~4.62%
2019



$
$ 485,903
4,285
2,224
52,540
$ 544,952
486,822
55,906
542,728
185
2,039
2,224
$
$
$

(6) Deprecation and Amortization

  • 229 -

(7)Employee benefit expense

Employee benefit expense
Short-term employee benefits
Payroll
Labor and Health insurance fees
Others
Retirement benefits
Defined contribution plan
Defined benefit plan (Note 26)
Summary by function
Operation cost
Operation expense
2020
$ 1,087,967
96,672
38,431
1,223,070
112,336
2,494
114,830
$ 1,337,900
$ 823,155
514,745
$ 1,337,900
2019
















$ 1,252,830
94,542
45,626
1,392,998
44,466
3,454
47,920
$ 1,440,918
$ 973,915
467,003
$ 1,440,918

(8)Remuneration to employee and directors

In accordance with the Company's Articles of Incorporation, the Company provides for employee remuneration and director remuneration at a rate of not less than 4% and not more than 3%, respectively, of the pre-tax benefit for the year before the distribution of employee and director remuneration.

The Company does not intend to contribute employee and directors’ remuneration for the year 2020 as the Company's net loss before tax. 2019 employee compensation and director compensation were resolved by the Board of Directors on March 12, 2020 as follows:

Estimation ratio

follows:
Estimation ratio
Bonus to employees
Bonus to directors
Amount
Bonus to employees
Bonus to directors
2019
4%
1.5%
2019
Cash
$ 25,096
9,411

If there is any change in the amount after the adoption of the annual consolidated financial statements, the change in accounting estimate will be adjusted and recorded in the following year.

There is no difference between the actual amount of employee compensation and remuneration of directors and supervisors for fiscal years of 2019 and 2018 and the amount recognized in the consolidated financial statements for fiscal 2019 and 2018.

Please refer to the Market Observation Post System of the Taiwan Stock Exchange Corporation for information on the remuneration of employees and directors resolved by the Board of Directors of the Company.

(8)Foreign Exchange (loss) income

  • 230 -
Total foreign exchange income
Total Foreign exchange loss
Net (loss) income
2020
$ 281,234
501,175)
$ 219,941)
2019

(
(

(
(
$ 283,642
345,286)
$ 61,644)

30. Income Tax

(1)Income tax recognized in profit or loss

Income tax expense (income) main items as below:

Current income tax
Occurred in current year
Unallocated surplus plus tax
Prior Year Adjustments
Repatriation of foreign exchange
surplus
Deferred tax
Occurred in current year
Income tax expense (benefit) recognized in
profit or loss
2020
$ 2,714
57
2,952
15,081

105,973)
$ 85,169)
2019

(
(

(

$ 50,168
399

9,036 )
-
10,893
$ 52,424

A reconciliation of accounting income to income tax expense (benefit) is as follows:

2020
Net income (loss) before tax
($ 291,802)
Income tax expense (benefit) calculated at
statutory tax rate on net income ( loss)
before tax
( $ 59,767 )
Nondeductible expenses in determining
taxable income
169
Nonaccrual income in determining taxable
income
(
24,649 )
Income tax on inappropriate earnings
57
Unrecognized
deductible
temporary
differences
(
19,012 )
Repatriation of foreign exchange surplus
15,081
Adjustments for prior years

2,952
($ 85,169)
Income tax recognized in other comprehensive income
2020
Deferred tax
In respect of the current year
conversion of foreign operating
institutions
$ 18,305
Re-measurement of defined benefit
plan
(
5,678)
$ 12,627
2019


(
(
(
$ 666,887
$ 154,604
194

23,612 )
399

70,125 )
-

9,036)
$ 52,424
2019


$ 39,648
1,038
$ 40,686

(2)Income tax recognized in other comprehensive income

  • 231 -

December 31 2020 December 31 2019

(3)Current tax assets and liabilities

Tax assets
Tax refund receivable (included
in other current assets)

Tax liabilities
Income tax payable
$ 4,710

$ 5,814
$ 1,828

$ 14,758

(4)Deferred tax assets and liabilities

Changes in deferred tax assets and liabilities as below:

2020

2020
Deferred tax assets
Temporary differences
Unrealized gross profit of sales

Leave Payable
Allowance for loss of market
price decline and obsolete and
slow-moving inventories.
Defined benefit obligation
Allowace for losses
Exchange differences of foreign
operating institutions
Unrealized foreign exchange loss
Others

Loss Credit


Deferred tax liabilities
Temporary differences
Property, Plant and Equipment

Subsidiary inappropriate earnings
Defined benefit obligation
Beginning
Balance
$ 54,295

2,700

12,684
8,838

1,885
79,477


10,496
1,549

171,924
3,644

$ 175,568

$ 35,950


17,185

-
$ 53,135
Recognized in
profit or loss
( $ 2,251 )
(
679 )
10,491
(
2,545 )
7,215
(
383 )
24,767

5,905

42,520

64,146

$ 106,666

( $ 2,031 )
(
180 )
2,904

$ 693

Recognized in
Other
Comprehensiv
e Income
$ -

-


-

(
5,678 )

-

18,305

-


-


12,627


-

$ 12,627

$ -


-

-

$ -
Subsidiary
Disposal
56


886 )

958 )

311 )
-

2,061 )

734 )

819)


5,713 )

5,741)

$ 11,454)

$ -


17,005 )
-
$ 17,005)
Ending
Balance








(
(
(
(



(
(




(









(
(
(
(
(
(
(
(
(

(

(













$ 52,100

1,135

22,217

304
9,100

95,338

34,529
6,635

221,358
62,049
$ 283,407
$ 33,919

-
2,904
$ 36,823

2019

Deferred tax assets
Temporary differences
Unrealized gross profit of sales

Leave Payable
Allowance for loss of market price decline and
obsolete and slow-moving inventories.
Defined benefit obligation
Allowance for loss
Foreign exchange differences of foreign operating
institutions
Unrealized foreign exchange loss
Investment loss in overseas subsidiaries
Others

Loss Credit

Beginning
Balance
$ 55,287

2,943

13,190

10,417

2,335

39,829
-
22,979

1,548

148,528

5,026

$ 153,554
Recognized in
profit or loss
( $ 992 )
(
243 )
(
506 )
(
2,617 )
(
450 )
-
10,496
(
22,979 )

1

(
17,290 )
(
1,382)

($ 18,672)

Recognized in
Other
Comprehensiv
e Income
$ -


-

-

1,038

-
39,648
-

-

-


40,686

-

$ 40,686
Ending
Balance



(
(
(
(
(
(

(
(
(












$ 54,295
2,700
12,684
8,838
1,885
79,477
10,496
-
1,549
171,924
3,644
$ 175,568
  • 232 -
Deferred income tax liabilities
Temporary differences
Property, Plant and Equipment

unrealized exchange gain
Subsidiary inappropriate earnings
Others

$ 38,036
(
7,782
(
15,066
30
(
$ 60,914
(
$ 2,086 )

7,782 )
2,119

30)

$ 7,779)
$ -


-
-
-

$ -
$ 35,950
-
17,185
-
$ 53,135

(5) The amount of deductible temporary differences and unused loss credit for deferred

income tax assets were not recognized in the consolidated balance sheet.

ncome tax assets were not recognized in the consolidated balance sheet. sheet.
Deduct temporary differences
Allowance for loss of
market price decline and
slow-moving inventories.
Refund liabilities
Defined benefit obligation
Loss Credit
December 31 2019
Amount


$ 26,074
1,673
3,020
3,666
$ 34,433

(6) Information about unused loss credit

Information about The combined company's loss credit for the year ended December

31, 2020 is as follows

is as follows
Balance not yet
deducted
$ 17,472
673

293,960
$ 312,105
Final credityear


2027
2028
2030

(7)Aggregate amount of temporary differences related to investments and not recognized as deferred income tax liabilities

As of December 31, 2020 and 2019, taxable temporary differences related to

investments in subsidiaries and not recognized as deferred income tax liabilities amounted to $1,898,201,000 and $1,806,173,000, respectively.

(8)Income tax assessments

The income tax returns of the Company and its subsidiaries, De Fa Company and Chadtex Company, through 2018 have been assessed by the tax authorities.

31. Earnings per share (net loss)

The net income and weighted average number of common stock outstanding that were used in the computation the net income (net loss) of earnings per share (net loss) were as follows:

Net income(net loss)

Net income(net loss)
Net income (net loss) attribuSchedule to the
Company’s owners
2020
$ 207,286)
2019
( $ 558,021
  • 233 -

Shares

Shares
Weighted Average Number of
outstanding shares
Weighted-average treasury stocks -
shares of parent company held by
subsidiaries
Weighted average number of shares of
common stock for basic earnings per
share calculation
Effect of dilutive potential common
stock: Employee remuneration
Effect of dilutive potential common
stock: Employee remuneration
Weighted-average number of common
shares for the purpose of diluted
earnings per share
2020
384,566
642)
383,924
-
383,924
Unit: 1000 shares
2019
348,538
1,178)
347,360
1,052
348,412
(

(

If the Company has the option to pay employees in stock or cash, the calculation of diluted earnings per share assumes that employee compensation will be paid in stock and is included in the weighted-average number of common shares outstanding for the purpose of calculating diluted earnings per share when the potential common shares have a dilutive effect. The dilutive effect of these potential common shares will continue to be considered in the calculation of diluted earnings per share prior to the issuance of employee compensation shares in the following year.

The Company's net loss for 2020 is based on the fact that the effect of the potential dilutive effect of employee compensation on common stock is not included in the calculation of diluted net loss per share. 。

32. Subsidiary Disposal

On June 19, 2020, The combined company's board of directors approved the sale of Lucky Unique Enterprise Co., Ltd. to an un related party and completed the transfer of ownership on July 8, 2020. As a result, the Company lost control over Lucky Unique Enterprise Co., Ltd. and its subsidiaries (Tung Ming Company, De Kao Company, De Sin Company and Jie Sen Company), which are responsible for the manufacture and processing of various fiber textile products and import and export trading of The combined company.

(1)Consideration Received

sideration Received
cash and cash equivalents Lucky Unique Enterprise
Company
and its subsidiaries
$ 195,227
  • 234 -

(2)Analysis of assets and liabilities for loss of control

)Analysis of assets and liabilities for loss of control
Current Assets
cash and cash
equivalents
Financial assets at
amortized costs
current
Accounts receivable
Other Receivables
Inventory
Others
Non-current Assets
Property, Plant and
Equipment
Intangible Assets
Right-of-use asset
Deferred tax assets
Others
Current Liabilities
Short –term loans and
short-term notes and
bills payable
Accounts Payable
Other accounts payable
Tax liabilities
Lease liabilities
current
Others
Non-current Liabilities
Defined benefit plan
liabilities

non-
current
Lease liabilitiesnon-
current
Others
Deferred tax liabilities
Net assets disposal
Lucky Unique Enterprise
Company
and its subsidiaries

(
(
(
(
(
(
(
(
(
(
$ 197,028
310,136
139,423
11,788
54,971
87,816
219,418
538
44,325
11,454
41,295

472,644 )

60,025 )

49,135 )

2,496 )

12,528 )

4,118 )

4,563 )

32,165 )

719 )
17,005)
$ 462,794
  • 235 -

(3)Subsidiary Disposal income

Subsidiary Disposal income
Consideration received
Net assets disposed
Non-Controlled Equity
Treasury Stocks decrease
Capital surplus – Treasury stocks increase
Fair value of residual equity
Cumulative translation differences from
reclassification to profit or loss due to
loss of control over a subsidiary
Gain on disposal
Lucky Unique
Enterprise
Company
and its subsidiaries

(
(
(
(

$ 195,227

462,794 )
189,185

12,681 )

7,459 )
120,464

12,788 )
$ 9,154

(4) Net cash outflow of Subsidiary Disposal

Net cash outflow of Subsidiary Disposal
Consideration received in cash and cash
equivalents
Less: disposal of cash and cash equivalents
Lucky Unique
Enterprise
Company
and its subsidiaries


(
$ 195,227
197,028
$ 1,801)

33. Equity transaction with non-controlled equity

The share transfer of The combined company was carried out successively in 2019 and 2020. However, the share transfer was an organizational restructuring under the common control of the individual. The transaction did not change the control of The combined company over the subsidiary. Please refer to the notes 12 (2), (3), (4), (7), (8) and (15).

January 1 to December 31 2020

Cash consideration paid

The carrying amount of the
subsidiary's net assets should be
transferred to noncontrolling
interests based on the relative
changes in equity.
Equity transaction differences

(continued)
Best Alliance
International
Limited any
$ -
8,084


$ 8,084
Tung Ming
Company
$ -
(
1,150 )


($ 1,150)
Lucky
Unique
Enterprise
Company
$ -
(
21,244 )


($ 21,244)
Chadtex
Company


$ 21,329
(
22,004 )

($ 675)
  • 236 -

( continued from previous page )

Equity transaction differences
adjustments
Capital surplus - difference
between actual acquisition price
and book value of equity in
subsidiaries
2019
Cash consideration paid

The carrying amount of the subsidiary's
net assets should be transferred to
noncontrolling interests based on the
relative changes in equity.
Equity transaction differences

Equity transaction differences
adjustments
Capital surplus - difference between
actual acquisition price and book value
of equity in subsidiaries
Best Alliance
International
Limited
Tung Ming
Company
Lucky
Unique
Enterprise
Company
Chadtex
Company
($ 8,084)
$ 1,150
$ 21,244
$ 675
Best
Alliance
Internation
al Limited
Eden Road
Company
Tung Ming
Company
De Licacy
Company
Bright
Wisdom
Ltd.
$ 122,024 $ 90,515 $ - $ 21,664 $ 74,950
( 119,541 )

(
93,027 )

1,509

(
22,733 )

(
82,591 )

$ 2,483
($ 2,512)
$ 1,509
($ 1,069)
($ 7,641)
($ 2,483)
$ 2,512
($ 1,509)
$ 1,069
$ 7,641
$

(


(

(

(
$ 74,950

82,591 )
$ 7,641)
$ 7,641

34. Non-cash transactions

The combied company has the following non-cash transaction investment in 2020 and 2019.

(1)Acquisition of Property, Plant and Equipment

Affects
cash
and
non-cash
investment
Additions of property, plant, and
equipment
Decrease (increase) in
equipment payable and notes
payable
Cash paid for property, plant and
equipment
2020
$ 438,872
(
601)
$ 438,271
2019




$ 1,100,469
162,922
$ 1,263,391
  • 237 -

(2)Disposal of Property, Plant and Equipment

Disposal of Property, Plant and Equipment
2020
Cash paid for property, plant,
and equipment
Disposal proceeds of property,
plant, and equipment
$ 18,330
Decrease (increase) in other
receivables (including related
parties)

244,847
Cash received for property, plant
and equipment
$ 263,177
Disposal of investment property
2020
Cash paid for property, plant,
and equipment
Proceeds
from
disposal
of
investment properties
$ -
Decrease
(increase)
in
other
receivables

43,030
Cash
received
from
investment properties
$ 43,030
Disposal of the full equity cash receipts of Apex (Shanghai) Textile
(Samoa) Holdings Co., Ltd. and New Gallant Limited .
2020
Beginning claim for proceeds
balance
$ 101,599
Ending claim for
proceedsBalance
(
102,011 )
Foreign exchange difference

412
Cash received
$ -
2019

(
$ 449,921
87,665)
$ 362,256
2019
$ 50,482
(
50,482)
$ -
co., Ltd, De Shen
2019

(
(
$ 102,556

101,599 )
957)
$ -

(3) Disposal of investment property

  • (4)Disposal of the full equity cash receipts of Apex (Shanghai) Textile co., Ltd, De Shen (Samoa) Holdings Co., Ltd. and New Gallant Limited .

35.Capital Risk Management

Due to the need to maintain adequate capital to support the upgrading of plant and equipment, The combined company will be required to maintain adequate capital. Therefore, the capital management of The combined company is to ensure that the necessary financial resources and operating plans are in place to meet the future needs of working capital, capital expenditure, research and development expenses, debt repayment and dividend payment.

36. Financial Instruments

  • (1) Fair Value Information - Financial Instruments Not Measured at Fair Value

December 31 2020

December 31 2020
Financial assets
Financial assets at amortized cost-
non-current
Chia Her Industrial Co., Ltd.
private
placement
of
convertible bonds
Carrying
amount
$ 27,725
FairValue
The1stlevel
$ -
The2ndlevel
$ -
The 3rdlevel
$ 30,576
Total
$ 30,576
  • 238 -

December 31 2019

December 31 2019
Financial assets
Financial Assets at mortised cost-non-
current
CHIA HER INDUSTRIAL CO.,
LTD.
private
placement
of
convertible bonds
Carrying
amount
$ 25,229
Fair Values
The1stlevel
$ -
The2ndlevel The 3rdlevel
$ 30,792
Total
$ -
$ 30,792

The above fair value for Level 3 is based on the binomial tree convertible bond valuation model, and the significant unobservable input value used is the stock price volatility.

(2) Fair Value Information - Financial instruments measured at fair value on a repetitive basis

1.Fair value levels

December 31 2020

1.Fair value levels
December 31 2020
Financial assets at fair value through profit or loss
Listed stocks in Taiwan

derivativesconversion right for public company
private placement of convertible bonds
Funds beneficiary certificates

Total

Financial liabilities at fair value through other
comprehensive profit and losscurrent
Investments accounted for using equity method
Listed stocks in Taiwan

Financial liabilities at fair value through other
comprehensive profit and lossnon-current
Investments accounted for using equity method
Listed companies in Taiwan private placement
of shares

Financial liabilities at fair value through profit and loss
derivativesForeign Exchange contract
The 1stlevel
$ 2,856
-
9,387

$ 12,243

$ 38,979

$ -

$ -
The 2ndlevel
$ -

-

-

$ -

$ -

$ 120,056

$ 20,927
The 3rdlevel
$ -

52,461
-

$ 52,461

$ -

$ -

$ -
Total























$ 2,856

52,461
9,387
$ 64,704
$ 38,979
$ 120,056
$ 20,927

December 31 2019

December 31 2019
Financial assets at fair value through profit or
loss
Listed stocks in Taiwan

derivatives Conversion
right
for
public
company private placement of convertible
bonds
Funds beneficiary certificates

Total

Financial liabilities at fair value through other
comprehensive profit and lossnon-current
Investments accounted for using equity method
Listed companies in Taiwan private
placement of shares

Domestic unlisted stocks
Total

Financial liabilities at fair value through profit
and loss
derivatives Foreign Exchange Rate swap
contract
The 1stlevel
$ 9,720

-
8,589

$ 18,309

$ -

-
$ -

$ -
The 2ndlevel
$ -
-
-

$ -

$ 109,534
-
$ 109,534

$ 2,462
The 3rdlevel
$ -


43,599
-

$ 43,599

$ -

1,476
$ 1,476

$ -
Total

























$ 9,720
43,599
8,589
$ 61,908
$ 109,534
1,476
$ 111,010
$ 2,462
  • 239 -

There were no transfers between Level 1 and Level 2 fair value measurements in fiscal years of 2020 and 2019.

  1. Reconciliation of financial instruments at Level 3 fair value.

Financial assets at fair value through profit or loss

Convertible right for
derivativesprivate placement
of convertible bonds
Beginning Balance
Recognized in profit or loss
(Other benefits and losses)
Ending Balance
2020
$ 43,599
8,862
$ 52,461
2019




$ 7,164
36,435
$ 43,599
  • 3.Level 2 fair value valuation techniques and inputs

Type of financial Instruments Valuation techniques and inputs Derivatives - Foreign The discounted cash flow method: The future cash flows Exchange Rate Swap Contracts are estimated based on the observable forward exchange rate and the contracted foreign exchange rate at the end of the period and are discounted at a rate that reflects the credit risk of each counter party. Domestic Listed companies Evaluated by the B-S option pricing model, based on the private placement of shares underlying price, option performance price, risk-free interest rate, historical volatility of the underlying and the maturity period.

  • 4.Level 3 Fair Value Measurement Techniques and Inputs

The fair value of the derivatives - conversion rights of private convertible bonds is estimated using a binary tree convertible bond valuation model, and the significant unobservable input is the stock price volatility. When the stock price volatility increases, the fair value of these derivatives will increase.

  • (3)Type of financial Instruments
pe of financial Instruments
Financial assets
At fair value through profit or loss
Mandatory measurement through
profit or loss at fair value
Financial assets at amortized
cost (Note 1)
Financial liabilities at fair value
through other comprehensive
profit and loss-Investments
accounted for using equity
method
Financial Liabilities
At fair value through profit or
loss - held for trading
Measured at amortized cost (Note 2)
December 31 2020
$ 64,704
6,182,733
159,035
20,927
12,112,485
December 31 2019
$ 61,908
6,440,496
111,010
2,462
12,105,894
  • 240 -

  • Note 1: Balances include cash and cash equivalents, notes and accounts receivable (including related parties), other receivables (including related parties), financial assets carried at amortized cost (both current and non-current) and refundable deposits, and other financial assets carried at amortized cost.

  • Note 2: The balance includes financial liabilities measured at amortized cost such as short-term borrowings, short-term bills payable, notes and accounts payable (including related parties), other payables (including related parties), long-term bank loans (including those due within one year) and guarantee deposits.

  • (4) Financial Risk Management Objectives and Policies

The consolidated company's major financial instruments include investments in equity and debt instruments, receivables, payables, lease liabilities and borrowings. The consolidated company's financial management department provides services to each business unit, coordinates access to domestic and international financial markets, and monitors and manages the financial risks associated with The consolidated company's operations through internal risk reporting that analyzes risk exposures based on the level and breadth of risk. These risks include market risk (including exchange rate risk, interest rate risk and other price risks), credit risk and liquidity risk.

The consolidated company mitigates the effects of these risks by hedging the risk through derivative financial instruments. The use of derivative financial instruments is governed by the policies adopted by The consolidated company's board of directors, which are the written principles for exchange rate risk, interest rate risk, use of derivative financial instruments and non-derivative financial instruments, and investment of surplus liquidity. Internal auditors review compliance with the policy and the amount of risk exposure on an ongoing basis. The consolidated company does not trade in financial instruments (including derivative financial instruments) for speculative purposes. 1. Market risk

The main financial risks to which The combined company is exposed as a result of its operating activities are foreign currency exchange rate risk (see (1) below), interest rate risk (see (2) below), and other price risk (see (3) below).

The consolidated company engages in various derivative financial instruments to manage its exposure to foreign currency exchange rate risk, including exchange rate swap contracts to hedge the exchange rate risk arising from foreign sales of goods.

There is no change in The consolidated company's exposure to market risk of financial instruments and its management and measurement of such exposure. (1) Exchange rate risk

The consolidated company engages in foreign currency-denominated sales and import transactions and foreign currency borrowings, which expose The combined company to exchange rate risk. The carrying amounts of The consolidated company's monetary assets and monetary liabilities denominated in non-functional currencies as of the balance sheet date (including monetary items denominated in

  • 241 -

non-functional currencies that have been eliminated in the Consolidated Financial Statements) are described in Note 41.

Sensitivity Analysis

The consolidated company is primarily affected by fluctuations in the U.S. dollar exchange rate. The following Schedule details the sensitivity analysis of The combined company when the functional currency strengthens or weakens by 1% against the U.S. dollar. The sensitivity analysis includes only foreign currency items in circulation. A positive number in the Schedule below represents the amount by which pre-tax income would increase if the functional currency weakened by 1% relative to the U.S. dollar; a negative number in the same amount would affect pretax income if the functional currency strengthened by 1% relative to the U.S. dollar.

==> picture [325 x 25] intentionally omitted <==

This was mainly due to the consolidated company's cash and cash equivalents denominated in U.S. dollars, financial assets measured at amortized cost, receivables, other receivables, payables, other payables and borrowings that were outstanding and not cash flow hedged at the balance sheet date.

The increase in the consolidated company's sensitivity to foreign exchange rates during the year was mainly due to the increase in the combined company's net assets denominated in U.S. dollars. (2) Interest rate risk

Interest rate risk arises because individuals in the consolidated company borrow funds at both fixed and floating interest rates. The consolidated company manages interest rate risk by maintaining an appropriate mix of fixed and floating interest rates.

The carrying amounts of the consolidated company's financial assets and financial liabilities exposed to interest rate risk as of the balance sheet date were as follows:

follows:

Fair value interest rate risk
Financial assets
Financial liabilities
Cash flow interest rate risk
Financial assets
Financial Liabilities
December 31 2020
$ 2,614,228
3,126,480
1,303,180
7,664,914
December 31 2019
$ 2,821,013
2,904,644
764,192
7,617,321

Sensitivity Analysis

If interest rates had increased by 1%, The consolidated company's income before income taxes would have decreased by $63,617,000 and $68,531,000 for fiscal years of 2020 and 2019, respectively, with all other variables held constant.

The decrease in The combined company's sensitivity to interest rates for the

  • 242 -

year was mainly due to the increase in variable interest rate deposits.

  • (3) Other price risk

The combined company's equity price risk arising from its investment in domestic listed and unlisted securities is insignificant.

2. Credit risk

Credit risk refers to the risk of financial loss resulting from the counter-parties' default on contractual obligations. As of the balance sheet date, The combined company's maximum exposure to credit risk due to non-performance of counter-parties' obligations mainly arises from the carrying amount of financial assets recognized in The combined company's balance sheet.

The combined company's counter-parties are all creditworthy organizations and are not expected to have significant credit risk. 3. Liquidity risk

The combined company manages and maintains sufficient cash and cash equivalents to support its operations and mitigate the impact of cash flow fluctuations. The combined company's management monitors the use of banking facilities and ensures compliance with the terms of borrowing contracts.

The combined company's working capital and the obtained banking facilities are sufficient to meet future operating requirements, and therefore there is no liquidity risk due to the inability to raise funds to meet contractual obligations.

  • (1) Liquidity and interest rate risk of non-derivative financial liabilities

The analysis of the remaining contractual maturities of non-derivative financial liabilities is prepared based on the undiscounted cash flows (including principal and estimated interest) of financial liabilities based on the earliest possible date that The combined company could be required to repay. Accordingly, The combined company's bank loans that may be required to be repaid immediately are listed in the Schedule below at the earliest possible date, without considering the probability that the bank will immediately enforce the right; the maturity analysis of other nonderivative financial liabilities is prepared based on the contractual repayment dates.

The undiscounted interest amount of interest cash flows paid at floating interest rates is derived from the curve of the yield rate at the balance sheet date. December 31 2020

ecember 31 2020
No interest-bearing liabilities
No interest-bearing liabilities

Leasing liabilities
Floating rate instrument

Fixed rate instrument

Less than 6
months
$1,361,911
16,196
6,308,288

904,889

$8,591,284
6 months to 1
year
$ -

14,152

258,674

194,140

$ 466,966
1-9 years











$ 5,059

15,077
1,218,609
2,091,584
$3,330,329

Further information on the maturity analysis of lease liabilities is as follows:

Lease liabilities Less than 1year
$ 30,348
1~3 years
$ 15,077

December 31 2019

  • 243 -
No interest-bearing liabilities
No interest-bearing liabilities

Leasing liabilities
Floating rate instrument

Fixed rate instrument

Less than 6
months
$1,693,359
27,568
5,803,081

622,275

$8,146,283
6 months to 1
year
$ -

23,482

686,830

19,726

$ 730,038
1-9 years











$ 2,473

63,523
1,200,869
2,267,713
$3,534,578

Further information on the maturity analysis of lease liabilities is as follows

Lease liabilities Less than 1year
$ 51,050
1~3 years
$ 63,523

The amount of floating rate instruments for the above non-derivative financial assets and liabilities will vary depending on the difference between the floating rate and the interest rate estimated at the balance sheet date.

(2) Liquidity and interest rate risk of derivative financial liabilities

The liquidity analysis of derivative financial instruments is based on total undiscounted cash inflows and outflows for derivative instruments with gross settlement. When the amount payable or receivable is not fixed, the amount disclosed is determined based on the projected interest rate derived from the yield rate curve at the balance sheet date.

December 31 2020


Total Transaction
Foreign Exchange Rate swap
contract
Flow-in

Flow-out


December 31 2019
Total Transaction
Foreign Exchange Rate swap
contract
Flow-in
Flow-out
1-3months
$ 116,872
(
120,805)

($ 3,933)
4-6months6-12 months
$ 582,161 $ 2,848
(
599,156)
(
2,847)
($ 16,995)
$ 1
1-3 months
$ 276,268
(
278,730)
($ 2,462)
4-6months6-12 months
$ 582,161 $ 2,848
(
599,156)
(
2,847)
($ 16,995)
$ 1
1-3 months
$ 276,268
(
278,730)
($ 2,462)
4-6months6-12 months
$ 582,161 $ 2,848
(
599,156)
(
2,847)
($ 16,995)
$ 1
1-3 months
$ 276,268
(
278,730)
($ 2,462)
4-6months6-12 months
$ 582,161 $ 2,848
(
599,156)
(
2,847)
($ 16,995)
$ 1
1-3 months
$ 276,268
(
278,730)
($ 2,462)

(
(

(
(

(
(
$

$

(5)Transfer of financial assets information

Unit: 1 dollar

Unit: 1 doll
TradingPartners
2020
Mega Bank

2019
Mega Bank

Sales Amount
USD
29,452
USD
75,443
Cash received
USD
29,452
USD
65,013
Limit
USD
300,000
USD
300,000
Note
The management fee is
0.75% to 0.8% of the
invoice amount + $15
The management fee is
0.75% to 0.8% of the
invoice amount + $15
  • 244 -

The above credit is recurring

37. Related Parties’ Transactions

All transactions, account balances, revenues and expenses between the Company and its subsidiaries (which are related parties of the Company) were eliminated upon consolidation and are therefore not disclosed in this note. In addition to those disclosed in other notes, the transactions between the combined company and other related parties were as follows.

(1) Names of related parties and their relationships

Name of related party Relationship with the combined company Perfect Step Ltd. Affiliated Companies Vietnam ATAGO Company Affiliated Companies Lucky Unique Enterprise Company Affiliated Companies (Note 1) E Textile Co .,Ltd. Subsidiary of an affiliated company, Lucky Unique Enterprise Co., Ltd. (Note 1)

(continued) (continued from previous page)

Name of related party Relationship with the combined company Gain Faith Investments Ltd Subsidiary of an affiliated company, Lucky Unique Enterprise Co., Ltd. (Note 1) Tung Ming Company Subsidiary of an affiliated company, Lucky Unique Enterprise Co., Ltd. (Note 1) De Kao Company Subsidiary of an affiliated company, Lucky Unique Enterprise Co., Ltd. (Note 1) YEH Fu-lin Key management YEH Chia-ming Key management YEH Chia-how Key management YEH Wei-li Key management YU Yi-Nung Key management Jei Jom Enterprise Co. Ltd. Subsidiary of Joint Venture Era Nouveau International Co., Ltd. Future Tycoon Holdings Co., Ltd. The Special Assistant to the Chairman of the Company is a director of the Company (Note 2) Future Tycoon Enterprise Co., The Special Assistant to the Chairman of the Company Ltd. is a director of the Company (Note 2) Fu-hwa investment Co. Ltd. The chairman is the same person DNE Energy Inc. The chairman is the same person Doyo Enterprise Co., Ltd. The Chairman is a director of the Company Sheng-Bo Technology Corp. The Chairman is a director of the Company Fuson International Co., Ltd. The Chairman is a director of the Company Fu-fa International Investment Co. The Chairman is a supervisor of the Company Ltd.. Chuan Yeh Investment Co. Ltd. The Vice Chairman is the Chairman of the Company Thrive Power Limited The Vice Chairman is the Chairman of the Company

Note1 : Subsidairy of the Company until July 8, 2020. Note2 :The president of the Company is a director of the Company until July 26, 2020.

  • 245 -

(2)Operation Income

peration Income
Item
Sales of goods sold




Type of relatedparty
The Special Assistant to the Chairman of
the Company is a director of the
Company (Note 2)

Affliated company (Note1)
Affliated company
Subsidairy of affliated company Lucky
Unique Enterprise Company (Note 1)
Subsidairy of the joint venture New
Premium Enterprise Co., Ltd.
2020
$ 376,206
277,067
9,470
17,005
3,921

$ 683,669
2019







$ 392,515

-

8,425

-
5,465

$ 406,405

The combined company's sales prices to related parties are comparable to those of non-related parties, and the collection terms are one to three months at the end of each month, which are not materially different from those of non-related parties.

(3)Purchase

T y p e o f r e l a t e d p a r t y
The Special Assistant to the Chairman
of the Company is a director of the
Company (Note 2)
Affliated company (Note1)
Subsidairyof the joint venture New
Premium Enterprise Co., Ltd.
Subsidairy of the affliated company
Lucky Unique Enterprise Company
2020
$ 391,026
93,355
20,035
6,718
$ 511,134
2019





$ 416,617
-
20,027
-
$ 436,644

The combined company has no comparable purchase price for related party products. The payment period of related party is approximately one month at the end of each month, which is not materially different from that of non-related party.

(4)Amounts due from related parties (excluding loans to related parties)

Item
Notes receivable

Accounts Receivable

Other Receivables
Type of relatedparty/Name
Affliated company (Note1)
Subsidairy of the affliated company Lucky
Unique Enterprise Company (Note 1)
Affliated company
The Special Assistant to the Chairman of
the Company is a director of the Company
(Note 2)
Subsidairy of the affliated company Lucky
Unique Enterprise Company (Note1)
Affiliated companies (Note 1
Subsidairy of the joint venture New
Premium Enterprise Co., Ltd.
Affliated company /Perfect Step Ltd. (Note
34)
Affliated company (Note1)
Subsidairy of the joint venture New
Premium Enterprise Co., Ltd.
December 31,
2020
$ 21,488

3,357

24,845

86,011
52,354
7,923
1,015
-

147,303

102,011
3,836
-
December 31,
2020
$ 21,488

3,357

24,845

86,011
52,354
7,923
1,015
-

147,303

102,011
3,836
-
December 31,
2019
$



$ -
-


-
-
155,295
-
77
3,880


159,252
101,599
-
316
  • 246 -
The Special Assistant to the Chairman of
the Company is a director of the Company
Future TycoonHoldings Co. Ltd.
Subsidairy of affliated company Lucky
Unique Enterprise Company (Note 1)


980
34



106,861

$ 279,009

155,544
-

257,459

$ 416,711

No guarantees have been received for related party receivables outstanding. No allowance for losses has been provided for related party receivables in 2020 and 2019.

(5)Amounts due to related parties (excluding loans from related parties)

Item
Notes Payable


Accounts Payable




Other accounts
payable




Type of relatedparty/Name
Affliated company /Lucky Unique
EnterpriseCompany

Subsidairy of the affliated
company Lucky Unique
EnterpriseCompany (Note1)

The Special Assistant to the
Chairman of the Company is a
director of the Company./
Future TycoonEnterprise
Co., Ltd.
Subsidairy of affliated company
Lucky Unique
EnterpriseCompany (Note 1)
Affliated company (Note 1)
Subsidairy of the joint venture
New Premium Enterprise Co.,
Ltd.

Key management
Affliated company (Note 1)
Subsidairy of the affliated
company Lucky Unique
Enterprise Company (Note 1)
The Special Assistant to the
Chairman of the Company is a
director of the Company.
(Note1)
The Chairman is a director of the
Company

December 31,
2020
$ 22,197
10,009


32,206

60,961
29,156
8,479
-


98,596

3,511
4,547
337
305
-


8,700

$ 139,502
December 31,
2019
December 31,
2019





















$ -
-


-

129,925

-

-
9,753


139,678

78,642

-

-

305
43


78,990
$ 218,668

The outstanding balance due to related party is unsecured and will be settled in cash. The amount due to Key management was for the acquisition of equity interest in Apex Textile Co., Ltd and Total Express Ltd.

  • 247 -

(6)Acquisition of Property, Plant and Equipment

The Company purchased property, plant and equipment from Lucky Unique Enterprise Company in 2020 for NT$4,439,000.

(7)Disposal of Property, Plant and Equipment

Type of relatedparty/Name
The Chairman is a director of the
Company (Note2)
Future TycoonHoldings Co Ltd.

Future TycoonEnterprise Co., Ltd.
Afflicated company(Note 1)

Disposal Proceeds
2019
$232,675
16,554

-
$249,229
Disposal(loss)income Disposal(loss)income
2020
$ 60

-
2,160

$ 2,220
2020
$ 3

-
1,671

$ 1,674
2019








$
$
( $ 314 )
3,023
-
$ 2,709
  • (8)Operating Lease- for rent
Type of relatedparty/Name
Affliated company (Note1)/Lucky
Unique EnterpriseCompany
Subsidairy of the affliated company
Lucky Unique Enterprise Company.
(Note1)
The Chairman is the same person.
The Chairman is the same person.

The Chairman is a director of the
Company
Rent Objective
Office

Office

Office

Plant Roof (Note 3)
Plant Roof (Note 3)
LeasingPeriod
July 2020 to March 2023
May 2020 to June 2021
April 2020 to Feb. 2021
Oct. 2017 to Oct. 2037
Oct. 2017 to Oct 2037

Note3:The Company leased the roof of the plant to related party for solar power generation at a rent of 7% of the sales revenue of the solar power system.

The total lease payments to be received in the future are summarized as follows:

Type of relatedparty/Name 2020 2019
Affliated company (Note1)/Lucky
Unique EnterpriseCompany
$ 10,257 $ -
Subsidairy of affliated company Lucky
Unique EnterpriseCompany (Note1) 165 -
The Chairman is the same person.
52 -
$ 10,474 $ -

Summary of leasing revenue as below:
Type of relatedparty/Name 2020 2019
Affliated company (Note1)/Lucky
Unique EnterpriseCompany
$ 2,864 $ -
Subsidairy of affliated company Lucky
Unique Enterprise Company(Note1) 480 -
The Chairman is the same person. 404 190
The Chairman is a director of the
Company
390 353
$ 4,138 $ 543
  • 248 -

(9)Loans to related party

Ty pe o f r e l a t e dpa r ty
Other Receivables
Affliated company
Ty pe o f r e l a t e dpa r ty
Interest income
The
Special
Assistant
to
the
Chairman of the Company is a
director of the Company. (Note2)
Affliated company
December 31 2020
$ 8,009
2020
$ -

35
$ 35
December 31 2019 December 31 2019
$ -
2019




$ 215
-
$ 215

The combined company provides short-term loans to related parties as non-guaranteed loans with interest rates ranging from 1.5% to 2.5%.

(10)Borrowings from related party

Type of relatedparty/Name
Other accounts payable
Key management
YEH, Fu-lin
Others
The
Vice
Chairman
is
the
Chairman of the Company
Type of relatedparty/Name
Interest expense
Key management
YEH, Fu-lin (1)
Others (2)
The Chairman is a supervisor of
the Company (2)
The Chairman is the same person.
(2)
The Chairman is a director of the
Company (3)
Interest rate (1)
Interest rate (2)
Interest rate (3)
December 31 2020
$ 141,263
26,189

7,353
$ 174,805
2020
$ 7,767
1,173
-
-

79
$ 9,019
1.5%~4.5%
1.5%
1.4%~2.25%
December 31 2019 December 31 2019




$ 130,796
38,678
-
$ 169,474
2019







$ 8,212
1,228
49
57
-
$ 9,546
1.5%~4.5%
1.5%
-

The combined company's borrowings from related parties bear interest rates comparable to market rates. All loans are unsecured loans.

  • 249 -

(11)Other related party transactions

1.Processing Fees

The combined company pays the related party's entrusted processing fee, which is recorded as Operation cost according to its nature, none of similar products processing price can be compared, and the payment terms are monthly for 1 to 3 months.

Type of relatedparty
The Special Assistant to the Chairman of
the Company is a director of the
Company. (Note 2)
Subsidairy of the affliated company
Lucky Unique Enterprise Company
(Note 1)
Affliated company (Note 1)
2020
$ 236,234
84,195
2,678
$ 323,107
2019




$ 156,145
-
-
$ 156,145

2.Manufacturing and Operation expense

The Company's expenses for purchasing gifts from related parties and renting sample display rooms are as follows.

display rooms are as follows.
Type of relatedparty
The Chairman is a director of
the Company
Affliated
company
Lucky
Unique EnterpriseCompany
之Subsidairy (Note1)
Affliated company (Note1)
2020
$ 348
1,108
31
$ 1,487
2019




$ 1,163
-
-
$ 1,163

3.Other income

The income from the sale of the Company's managed assets to related parties, income from counseling services and commissions were as follows:

Type of relatedparty
The
Special
Assistant
to
the
Chairman of the Company is a
director of the Company. (Note2)
Affliated company (Note1)
Subsidairy of the joint venture New
Premium Enterprise Co., Ltd.
2020
$ 699
2,995
2,348
$ 6,042
2019




$ 5,983
-
4,151
$ 10,134

(12)Remuneration to Key Management Personnel

The combined company's total remuneration to directors and other key management personnel is as follows:

personnel is as follows:
Short-term employee benefits
Post-employment beneifts
2020
$ 49,614
705
$ 50,319
2019




$ 59,849
839
$ 60,688

The remuneration of directors and other key management personnel is determined by the Remuneration Committee based on the current year's operating results and the base of year-end bonuses paid in previous years.

  • 250 -

38.Pledged assets

The following assets of The combined company have been provided as collateral for bank

loans:

Land
Buildings
Machinery
Right-of-use asset
Investment fixed property
Pledged bank deposits (recorded as
financial assets carried at amortized
cost - current) (Note)
December 31 2020
$ 266,446
275,536
65,816
267,437
65,071

2,803,808
$ 3,744,114
December 31 2019 December 31 2019




$ 382,656
325,355
43,345
283,444
64,716
2,439,905
$ 3,539,421
  • Note : The collaterals as fully guaranteed borrowings as of December 31, 2020 and 2019 were NT$2,687,940,000 and NT$2,239,794,000, respectively.

39.Significant Contingent Liabilities and Unrecognized Contractual Commitments

In addition to those described in other Notes, the combined company has the following significant commitments and contingencies on its balance sheet.

  • (1) As of 2020 and December 31, 2019, The combined company has opened unused letters of credit for raw materials purchases of $120,717,000 and $12,958,000, respectively.

  • (2) The combined company's unrecognized contractual commitments were as follows.

December 31 2020 December 31 2019 Purchase of property, plant and equipment $ 46,661 $ 41,567

  • (3)As of 2020 and December 31, 2019, the Consolidated Company has provided guarantee notes of NT$348,000,000 and NT$417,515,000 for the purchase of raw materials and the provision of guarantees for borrowing lines from financial institutions, respectively.

40.Other matters

The Company was affected by the global pandemic of COVID-19, resulting in a significant decrease in 2020 operating income. In response to the impact of the epidemic, the Company has applied for salary and working capital subsidies from the government and has received 92,182,000 (Note 29).

41.Information on foreign currency assets and liabilities with significant impacts

The following information is presented in the aggregate in foreign currencies other than the functional currency of each of the consolidated companies. Assets and liabilities denominated in foreign currencies that have a significant effect are as follows:

  • 251 -

Unit:Foreign currency and NT$1,000

December 31 2020

December 31 2020
Foreign CurrencyAssets
Currency
USD

USD
USD
Non-currency items
Associates & Joint Ventures
Accounted for Using Equity
Method
USD
Hong Kong Dollars
Foreign CurrencyLiabilities
Currency
USD
USD
USD
Foreign Currency

$ 207,488
3,261
16,067
9,030
108,672
57,932
11,619
57,760
Foreign Exchange Rate
28.48
(USD:NTD)

6.5249
(USD:CNY)
23,100
(USD:VND)
28.48
(USD:NTD)
7.7539
(Hong Kong
Dollars:USD)
28.48
(USD:NTD)
6.5249
(USD:CNY)
23,100
(USD:VND)

CarryingAmount
$ 5,909,257
92,863
457,589
257,177
399,151
1,649,875
330,920
1,645,013

December 31 2019

Foreign CurrencyAssets
Currency
USD

USD

USD

Non-currency items

Associates
&
Joint
Ventures
Accounted for Using Equity
Method

USD

Hong Kong Dollars


Foreign CurrencyLiability
Currency

USD

USD

USD
CurrencyAmount

$ 221,729
12,615
10,918
10,756
94,589
94,509
13,310
69,527
Foreign Exchange Rate
29.98
(USD:NTD)

6.9762
(USD:CNY)

23,178
(USD:VND)



29.98
(USD:NTD)

7.789
(Hong Kong Dollars:USD)



29.98
(USD:NTD)

6.9762
(USD:CNY)

23,178
(USD:VND)

Carryingamount
$ 6,647,452
378,184
327,309
322,467
364,072
2,833,396
399,029
2,084,408

The combined company is primarily exposed to foreign currency exchange rate risk for the U.S. dollar, CNY and Vietnamese Dong. The following information is presented as a summary

  • 252 -

of the functional currencies of the individual foreign currency holdings, and the exchange rates disclosed represent the rates at which those functional currencies were translated into the presentation currency. Foreign currency exchange gains and losses (realized and unrealized) with significant effect are as follows.:

Functional
Currency
NTD
USD
CNY
VND
2020 Net FX (loss)
income
( $ 226,572 )
61
(
389 )
6,959

($ 219,941)
2019
Functional Currency to
Presentation Currency
1
(NTD:NTD)

29.549
(USD:NTD)
4.2827
(CNY:NTD)

0.001271
(VND:NTD)
Functional Currency to
Presentation Currency

1
(NTD:NTD)


30.912
(USD:NTD)


4.4821
(CNY:NTD)
0.001331
(VND:NTD)
Net FX (loss)
income
(
(

(
(
(

(
$ 96,542 )

107 )
15,407
19,598
$ 61,644)

42. Note Disclosure

  • (1) Information on significant transactions.

    • 1.Loan of funds to others: Schedule 1 (attached)

    • 2.Endorsement and guarantee for others: Schedule 2 (attached)

    • 3.MarkeSchedule securities held at the end of the period (excluding investments in subsidiaries and affiliated companies): Schedule 3 (attached)

    • 4.Cumulative purchase or sale of markeSchedule securities amounting to at least NT$300 million or 20% of the paid-in capital: Schedule 4 (attached).

    • 5.Acquisition of real estate amounting to at least NT$300 million or 20% of the paid-in capital:None.

    • 6.Disposal of real estate amounting to at least NT$300 million or 20% of the paid-in capital: None.

    • 7.Purchase from or sale to related parties amounting to at least NT$100 million or 20% of the paid-in capital: Schedule 5 (attached).

    • 8.Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: Schedule 6 (attached).

    • Derivative transactions: Please refer to Note 7.

    • 10.Others: Business relationships and significant transactions between the parent and subsidiaries and between subsidiaries: Schedule 10 (attached).

  • (2) Information on investment: Schedule 7 (attached).

  • (3) Information on investment in China.

    1. Name of the investee company in China, main business items, paid-in capital, investment method, capital remittance, shareholding ratio, investment gain or loss, carrying amount of the investment at the end of the period, repatriated investment gain or loss, and investment limit in China: Schedule 8 (attached).

    2. 2, Significant transactions with the investee company in China, directly or indirectly through a third country, and the prices, terms of payment, and unrealized gains or losses.

    3. 1) Amounts and percentages of purchases and related accounts payable: Schedule 9

  • 253 -

(attached).

  - 2) Amount and percentage of sales and related receivables: Schedule 8 (attached).

  - 3) Amount of property transactions and the amount of gain or loss arising from them: None.

  - 4) Ending balance and purpose of guarantees or collaterals provided: Schedule 2 (attached).

     - 5) Maximum balance, ending balance, interest rate range, and total current interest on financial instruments: Schedule 1 (attached).

  - 6) Other transactions that have a significant effect on current income or financial position, such as the provision or receipt of labor services: None.
  • (4)Information on major shareholders: Name, amount and percentage of shares held by

  • shareholders with at least 5% ownership: Schedule 11 (attached).

43. SEGMENT INFORMATION

(1)Segment Revenue and Operating Results

The consolidated companies are all in the textile industry. The financial information provided to the chief operating decision maker for the purpose of allocating resources and evaluating the performance of the divisions focuses on the Company and its subsidiaries, and is presented below by reportable segment.

2020
Revenue from customers other than the
Company
and
its
consolidated
subsidiaries

Income
from
the
Company
and
consolidated subsidiaries

Total income

Segment income (loss)

Interest income
Other income
Finance costs
Share of losses of affiliated companies and
joint ventures recognized under the
equity method
Other gains and losses
Net segment loss before tax
2019
Revenue from customers other than the
Company
and
its
consolidated
subsidiaries

Income
from
the
Company
and
consolidated subsidiaries

Total income

Segment benefits

Interest income
Other income
Finance costs
Share of losses of affiliated companies and
joint ventures recognized under the
equity method
Other gains and losses
Net segment income before tax
T
h
e
C o mpa ny
T
h
e
C o mpa ny
H a n g z h o u
De Licacy
G r o u p
(N o t e 1)
H a n g z h o u
De Licacy
G r o u p
(N o t e 1)
Vietnam De
L i c a c y
G r o u p
(N o t e 2)
Vietnam De
L i c a c y
G r o u p
(N o t e 2)
Other Adjustments
and
eliminations
Adjustments
and
eliminations



(



$2,769,524
236,116

$3,005,640

$ 236,705)

$3,843,550
425,833

$4,269,383

$ 138,247







$1,918,680

30,370

$1,949,050

$ 108,188

$2,709,234

62,595

$2,771,829

$ 243,492







$2,123,927
436,557

$2,560,484

$ 129,261

$1,905,208
557,269

$2,462,477

$ 264,848



(



$1,782,528
1,575,693

$3,358,221

$ 3,781)

$2,461,732
1,689,127

$4,150,859

$ 124,419

(
(


(
(
$ -

2,278,736)

$2,278,736)

$ 6,192





$ -

2,734,824)

$2,734,824)

$ 30,755




Note1: Hangzhou De Licacy Group include Best Alliance International Limited , Eden

  • 254 -

Road International Ltd., Eden Road International Ltd.(H.K.), Hangzhou De Licacy Textile Co., Ltd. , De Fa Company, Hao Wang Company, Chang Xin Lucky Unique Enterprise Company, Thousand Well International Limted, Thousand Well (Samoa) International Limted, Fastpower Limited, and Fastpower (Samoa) Limited

Note2: Vietnam De Licacy Group include De Licacy Holdings company, De Shen (Cayman) Holdings Co., Ltd., Vietnam De LicacyCompany , and New Lake Ltd.

Segment profit or loss represents the profit earned by each segment, excluding nonoperating income and expense and income tax expense. This measure is provided to the chief operating decision maker for the purpose of allocating resources to the segments and evaluating their performance.

The combined company's chief operating decision maker makes decisions based on the operating results of each segment and does not have information on segment assets and liabilities to evaluate the performance of different business activities, therefore, only the operating results of reporSchedule segments are presented.

(2)Location information

The combined company operates mainly in three regions Taiwan, China and Vietnam.

The information on continuing business unit income from external customers of The combined company by operation and non-current assets locations are as below:


Taiwan

China

Vietnam

Income from external customers
2020
2019
$ 3,114,738 $ 4,500,362
3,355,370 4,490,435
2,124,551
1,928,927

$ 8,594,659
$10,919,724
Income from external customers
2020
2019
$ 3,114,738 $ 4,500,362
3,355,370 4,490,435
2,124,551
1,928,927

$ 8,594,659
$10,919,724
Income from external customers
2020
2019
$ 3,114,738 $ 4,500,362
3,355,370 4,490,435
2,124,551
1,928,927

$ 8,594,659
$10,919,724

Non-current assets

Non-current assets

Non-current assets
2020
$ 3,114,738
3,355,370
2,124,551

$ 8,594,659
2020
December 31
$ 756,201
2,302,791
3,370,956

$ 6,429,948

2019
December 31












$ 982,316
2,290,991
3,714,679
$ 6,987,986

Non-current assets exclude classified as financial assets, Refundable Deposits, investments accounted for using equity method, net defined benefit assetand deferred income tax assets.

(3)Major customers’ information

The combined company has no sales income from major customers which accounts for more than 10% of the net sales income in the consolidated Income Statement

  • 255 -

De Licacy Industrial Co., Ltd. and Subdidiary Funds loaned to others. For the year end 31 December of 2020

Schedule 1

(In thousands of New Taiwan Dollars )

No. Loan Funded Companies Loan recipients Current Accounts Is a related
party
Highest
balance for the
period
Closing
balance
Actual
expenditures
Interest
rate
collars()
Natures of funding and
loan
Business
transactions(No
te 4)
Reasons of short-term
financing funds
Allowance for
bad debts
Collateral Collateral The limit for
individual funds
lending(Note 1)
Capital Loan
and Total
Limit(Note 2)
N a m e V a l ue
0
1
2
3
4
5
6
7
8
9
10
11
12
The Company
The Company
The Company
The Company
De LicacySamoa Company
De LicacySamoa Company
De Fa Company
De Fa Company
Eden Road Compan
Total Express Ltd.
Der Sheng Cayman Company
New Lake Ltd.
De HongCompany
Hangzhou De Licacy Company
Hangzhou e Licacy Company
Apex Textile Co., Ltd
Lucky Apex Ventures Limited
View Best Global Company
Best Alliance International
Limited
Best Alliance International
Limited
Best Alliance International
Limited
Der Sheng Cayman Company
Total Express Ltd.
Vietnam De LicacyCompany
Vietnam De LicacyCompany
Apex Textile Co., Ltd
Hangzhou De Licacy Company
Hangzhou De Licacy Company
Best Alliance International
Limited
Apex Textile Co., Ltd
Vietnam De LicacyCompany
Vietnam De LicacyCompany
De Hong (Vietnam) Company
Apex Textile Co., Ltd
Apex Textile Co., Ltd
Apex (Anqing) Textile Co., Ltd
Apex (Anqing) Textile Co., Ltd
Vietnam ATAGO Company
Hangzhou De Licacy Company
Eden Road International Ltd.(H.K.)
Other Receivables
Other Receivables
Other Receivables
Other Receivables
Other Receivables
Other Receivables
Other Receivables
Other Receivables
Temporary
payments
Accounts
Receivable
Other Receivables
Other Receivables
Other Receivables
Temporary
payments
Temporary
payments
Accounts
Receivable
Other Receivables
Other Receivables
Temporary
payments
Temporary
payments
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
$ 166,842
78,570
133,335
355,560
120,900
76,896
17,076
86,100
111,833
180,141
509,660
60,450
22,669
234,795
153,195
87,540
123,821
8,148
68,352
69,840
$ 74,048

76,896

128,160

341,760

113,920

76,896

-

-

-

-

-

-

13,955

109,425

153,195

87,540

121,182

7,974

68,352

68,352
$ 74,048

-

128,160

341,760

113,920

76,896

-

-

-

-

-

-

6,550

109,120
(Note5)

109,120
(Note5)

61,544
(Note 5)

121,154

7,974

68,352

68,352
1.8
-
1.8
2.8
2.8
1.8
-
-
-
1.82.34
2.5
2.5
2.5
5.1
4.15
5.1
1.0
2.5
-
-
Short-term financing
Short-term financing
Short-term financing
Short-term financing
Short-term financing
Short-term financing
Short-term financing
Business transactions
Short-term financing
Business transactions
Short-term financing
Short-term financing
Short-term financing
Short-term financing
Short-term financing
Short-term financing
Short-term financing
Short-term financing
Short-term financing
Short-term financing
$ -

-

-

-

-

-

-

68,317

-

857,530

-

-

-

-

-

-

-

-

-

-
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
Operating revolving
fund
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
none
none
none
none
none
none
none
none
none
none
none
none
none
none
none
none
none
none
none
none
$ -

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-
$ 1,411,295
1,411,295
1,411,295
1,411,295
1,049,182
1,049,182

14,900

83,217

8,391
(Note3)
876,315
906,236

296,860
(Note3)

20,276

534,738

534,738

109,109

128,811

12,316

702,472

702,472
$ 1,881,727
1,881,727
1,881,727
1,881,727
1,398,909
1,398,909
19,866
88,183
8,391
(Note3)
882,576
1,208,315
296,860
(Note3)
27,034
712,985
712,985
145,478
171,748
16,421
936,629
936,629

Note 1: Based on 30% of the net shareholders' equity of each lending company and the amount of business transactions in the previous year. Note 2: Based on 40% of the net shareholders' equity of each lending company and the amount of business transactions in the previous year. Note 3: Based on 100% of each lending company's net shareholders' equity and the amount of business transactions in the previous year. Note 4: Based on the amount of business transactions in the previous year. Note 5: The difference between the announcement and the announcement is the adjustment of foreign currency exchange gain or loss at the end of the period.

  • 256 -

De Licacy Industrial Co., Ltd. and Subsidairies

Endorsement for others

FOR THE YEAR ENDED DECEMBER 31, 2020

Schedule 2

(In thousands of New Taiwan Dollars)

No. Endorsement/Guar
antor
Name of
Company
Endorsed/Guarantees Endorsed/Guarantees Limit of endorsement
guarantee for a single
enterprise (Note 1)
Highest
Endorsement
Balance
Ending endorsement
guarantee balance
Actual expenditure Amount of
endorsement
guarantee by assets
guarantee
Ratio of cumulative
endorsement
guarantee to net of the
most recent financial
statements (%)
Highest endorsement
guarantee (Note 2)

Parent
company's
endorsement
to Subsidairy
guarantee

Subsidairy's
endorsement
of the parent
company
Endorsement
guarantee to
China
Name of Company Limit of endorsement guarantee
for a single enterprise (Note 1)
0
1
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
Apex Textile Co.,
Ltd
New Lake Ltd.
De Fa Company
Chadtex Company
Eden Road Compan
Vietnam De LicacyCompany
DeShen (Cayman) Holdings
Co., Ltd.
Apex Textile Co., Ltd
Hangzhou De Licacy
Company
De Kao Company
Apex (Anqing) Textile Co., Ltd
Total Express Ltd.
Eden Road International
Ltd.(H.K.)

Hazhou De Licacy Company
Subsidairy (Indirect
shareholdings100%)
Subsidairy (Direct
shareholdings100%)
Subsidairy (Direct
shareholdings55.06%)
Subsidairy (Indirect
shareholdings100%)
Subsidairy (Indirect
shareholdings 100%)
Subsidairy (Indirect
shareholdings100%)
Subsidairy (Indirect
shareholdings 53.22%)
Subsidairy (Indirect
shareholdings 100%)
Subsidairy of the affliate
company Lucky Unique
Enterprise Company
(Subsidairy of the Company
by July 8, 2020) (Indirect
shareholdings 14.99%)
Subsidairy (Indirect
shareholdings53.22%)
Subsidairy (Indirect
shareholdings53.22%)
Subsidairy (Indirect
shareholdings100%)
Affiliate Company (Parent
company Indirect
shareholdings100%)
$ 2,352,159
2,352,159
2,352,159
2,352,159
2,352,159
2,352,159
2,352,159
2,352,159
2,352,159
2,352,159
2,352,159
2,352,159
181,848
$ 1,033,050
230,636
105,000
498,712
938,345
1,118,325
207,383
575,510
10,000
43,050
216,565
174,600
129,150
$ 1,011,040
229,396
80,000
412,960
902,120
911,360
207,383
320,750
-
43,770
-
170,880
-
$ 387,328
132,800
-
110,218
392,329
361,696
137,508
33,480
-
30,639
-
-
-
$ -
-
-
-
-
-
-
-
-
-
-
-
-
21.49
4.88
1.70
8.78
19.18
19.37
4.41
6.82
-
0.93
-
2.42
-
$ 7,056,476
7,056,476
7,056,476
7,056,476
7,056,476
7,056,476
7,056,476
7,056,476
7,056,476
7,056,476
7,056,476
7,056,476
363,695
(Note3)
Y
Y
Y
Y
Y
Y
Y
Y
N
Y
Y
Y
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
Y
Y
N
Y
N
N
Y

Note 1: Based on 50% of the total equity of the owners of each endorsing company.

Note 2: Based on 150% of the total interests of the owners of each endorsing company.

Note 3: Based on 100% of the total interests of the owners of each endorsing and guaranteeing company.

  • 257 -

De Licacy Industrial Co., Ltd. and Subsidairies

Accumulated purchase or sale of the same markeSchedule securities amounting to at least NT$300 million or 20% of the paid-in capital.

FOR THE YEAR ENDED DECEMBER 31, 2020

Schedule 4

(In thousands of New Taiwan Dollars)

Seller/Buyer Type and name of
markeSchedule
securities
Line Item Trading
Partners
Relationship Beginning Beginning Buy Buy Sell Sell Ending Ending
share/unit Amount share/unit Amount share/unit Amount Book cost Disposal(loss)
income
share/unit Amount
The Company De LicacySamoa
Company
Investments
accounted for
using equity
method
100% transfer of
investment to
subsidiaries
41,545,109 $ 2,996,495 11,059,273 $396,716
(Note)
- $ - $ - $ - 52,604,382 $ 3,393,211

Note: Including NT$320,241,000 of new investment, (NT$188,000) of interest in subsidiaries using the equity method, NT$70,416,000 of translation differences on financial statements of foreign operating institutions, NT$837,000 of remeasurement of defined benefit plans of subsidiaries using the equity method and NT$5,410,000 of capital surplus - long-term investment.

  • 258 -

De Licacy Industrial Co., Ltd. and Subsidairies

Purchase or sale transactions with related parties amounting to at least NT$100 million or 20% of the paid-in capital

FOR THE YEAR ENDED DECEMBER 31, 2020

Schedule 5

(In thousands of New Taiwan Dollars)

Buying/selling company Trading Partners Relationship Transactions Transactions Circumstances and reasons of transaction conditions are
different fromgeneral transactions
Circumstances and reasons of transaction conditions are
different fromgeneral transactions
Notes and accounts receivable (payable) Notes and accounts receivable (payable) Note
Buy/Sell Amount Percentage of total
purchase (sales)
(%)
Credit Period Unit Price (Note
1)
Credit
Period
Balance Percentage of total
receivable
(payable)()
The Company
The Company
The Company
The Company
Eden Road International Ltd.
Eden Road International
Ltd.(H.K.)
Eden Road International
Ltd.(H.K.)
Hangzhou De Licacy
Company
Hangzhou De Licacy
Company
Apex Textile Co., Ltd
Apex Textile Co., Ltd
Apex Textile Co., Ltd
New Lake Ltd.
New Lake Ltd.
Chadtex Company
Tung Ming Company
New Lake Ltd.
New Lake Ltd.
Thousand Well International
Limted
Thousand Well International
Limted
Thousand Well (Samoa)
International Limted
Thousand Well International
Limted
Thousand Well (Samoa)
International Limted
Total Express Ltd.
Apex (Anqing) Textile Co., Ltd
Apex (Anqing) Textile Co., Ltd
Vietnam De Licacy Company
Vietnam De LicacyCompany
Subsidairy
Note 2
Subsidairy
Subsidairy
Affiliate Company
Affiliate Company
Affiliate Company
Affiliate Company
Affiliate Company
Affiliate Company
Affiliate Company
Affiliate Company
Affiliate Company
Affiliate Company
Purchase
Purchase
(Sales)
Purchase
Purchase
Purchase
Purchase
(Sales)
(Sales)
(Sales)
(Sales)
Purchase
(Sales)
Purchase
$ 121,353
127,247
(
123,106 )
451,073
178,950
153,651
105,665
(
332,601 )
(
105,665 )
(
915,988 )
(
100,262 )
192,039
(
627,275 )
905,378
7
7

4
25
86
52
35

19

6

65

7
18

30
47
Open Account 30 days
Open Account 3090
days
Open Account 3060
days
Open Account 3090
days
Open Account 90 days
Open Account 90 days
Open Account 90 days
Open Account 90 days
Open Account 90 days
Open Account 90 days
Open Account 90 days
Open Account 90 days
Open Account 90 days
Open Account 120 days
unapplicable












General open account 30-90 days
General open account 30-90 days
General open account 30-90 days
General open account 30-90 days
No general suppliers available for
comparison
No general suppliers available for
comparison
No general suppliers available for
comparison
General open account 30-90 days
General open account 30-90 days
General open account 30-90 days
General open account 30-90 days
General open account 30-120 days
General open account 30-60 days
General open account 30 days
( $ 2,895 )
-
13,947
(
43,685 )
-
-
(
67,647 )
-
5,935
45,499
86,811
(
33,223 )
520,823
(
285,483)

1
-
3

16
-
-

73
-
1
16
31

14
67
78

Note 1: The purchase price is not comparable to the general purchase price of similar products; the sales price is comparable to the general customer. Note 2: Prior to July 8, 2020, the company was a subsidiary of the Company.

  • 259 -

De Licacy Industrial Co., Ltd. and Subsidairies

Receivables from related parties amounting to NTD100 million or 20% of paid-in capital or more.

December 31, 2020

Schedule 6

(In thousands of New Taiwan Dollars)

Accounts receivable companies Name of trading Partners Relationship with the dealer Balance of receivables
from relatedparties
Turnover() Overdue amounts due from relatedparties Overdue amounts due from relatedparties Amounts due from related
parties recovered in the
period

Allowance
for losses
Amount Methodology
The Company
The Company
Lucky Apex Ventures Limited
De Shen (Cayman) Holdings Co.,
Ltd.
New Lake Ltd.
Vietnam De LicacyCompany
Hangzhou De Licacy Company
De LicacySamoa Company
Apex Textile Co., Ltd
Vietnam De LicacyCompany
Total Express Ltd.
Apex (Anqing) Textile Co., Ltd
Vietnam De LicacyCompany
Vietnam De LicacyCompany
New Lake Ltd.
Apex Textile Co., Ltd
Vietnam De LicacyCompany
Apex (Anqing) Textile Co., Ltd
Subsidairy
Subsidairy
Subsidairy
Subsidairy
Affiliate Company
Affiliate Company
Affiliate Company
Affiliate Company
Affiliate Company
$ 348,276
129,089
121,154
226,105
546,860
285,483
424,518
116,440
163,583
(Note1)
(Note2)
(Note2)
(Note3)
1.00
(Note4)
3.08
0.33
(Note5)
(Note2)
2.08
(Note6)
$ -
-
-
-
-
-
-
-
-








$ 2,156
-
-
-
136,847
52,034
-
58,240
54,542
$ -
-
-
-
-
-
-
-
-

Note 1: NT$348,171,000 were receivables from loans and interest on funds, and the rest were receivables from endorsement and guarantee fees, which were not included in the calculation of the turnover rate. Note 2: All of them are receivables arising from capital loans and interest, which are not included in the calculation of the turnover rate. Note 3: Receivables arising from the sale of fixed assets are not included in the calculation of the turnover rate.

Note 4: NT$26,037,000 was the amount from the sale of property, plant and equipment and advances, which was not included in the calculation of the turnover rate. Note 5: NT$218,240,000 was due from the loan of funds and NT$201,921,000 was due from the sale of investment fixed assets and advances from leased plants, which were not included in the calculation of turnover rate. Note 6: NT$61,544,000 was a receivable arising from capital loans and NT$15,228,000 was a receivable arising from the sale of property, plant and equipment, which was not included in the turnover calculation.

  • 260 -

De Licacy Industrial Co., Ltd.and Subsidiaries Information of the investee companies, locations, etc. FOR THE YEAR ENDED DECEMBER 31, 2020

Schedule 7

(In thousands of New Taiwan Dollars) (except in USD)

Schedule 7 (In thousands of New Taiwan Dollars)
(except in USD)
Investment CompanyName Investee CompanyName Location Major Business Scope Original Investment Held atperiod-end Investee company
(Loss) income
Recognized Investment
(loss) income(Note 1)
Note
End of currentperiod End of lastyear Shares Percentage() Book value amount
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
Tung Ming Company
Tung Ming Company
De LicacySamoa Company
De LicacySamoa Company
De LicacySamoa Company
De LicacySamoa Company
De LicacySamoa Company
De LicacySamoa Company
De LicacySamoa Company
De Hong Company
Best Alliance Limited
Best Alliance Limited
Best Alliance Limited
Eden Road Compan
Lucky Unique EnterpriseCompany
Lucky Unique EnterpriseCompany
Lucky Unique EnterpriseCompany
Lucky Unique EnterpriseCompany
Bright Wisdom Ltd.
Bright Wisdom Ltd.
Bright Wisdom Ltd.
De Licacy Holding Company
DeShen (Cayman) Holdings
Co., Ltd.
Vantage Gain Limited
De LicacyAnguilla Company
View Best Global Company
Beauty Plus Limited
De LicacySamoa Company
Tung Ming Company
Lucky Unique EnterpriseCompany
De Fa Company
Chadtex Company
De LicacyBVI Holding Company
View Best Global Company
De Kao Company
Lucky Unique EnterpriseCompany
Bright Wisdom Ltd.
Best Alliance International Limited
Bao Li Company
Hao Wang Company
De LicacyAnguilla Company
De Hong Company
New Lake Ltd.
Mei Chia Venture Capital Company
De Hong(Vietnam) Company
Eden Road Compan
Bright Wisdom Ltd.
Hong Kong Eden Road Compan
Bright Wisdom Ltd.
De Sin Company
Jie Sen Company
De Kao Company
Tung Ming Company
Total Express Ltd.
Lucky Apex Ventures Ltd.
Jon Da Company
Der Sheng Cayman Company
Vietnam De LicacyCompany
Perfect Step Ltd.
Era Nouveau International Co., Ltd.
Vietnam ATAGO Company
Sung Yu Company
Samoa
Taiwan
Taiwan
Taiwan
Taiwan
British Virgin Islands
Samoa
Taiwan
Taiwan
Samoa
British Virgin Islands
Samoa
Samoa
Anguilla
Samoa
Anguilla
British Virgin Islands
Vietnam
British Virgin Islands
Samoa
Hong Kong
Samoa
Samoa
Taiwan
Taiwan
Taiwan
Seychelles
Samoa
Taiwan
Cayman Islands
Vietnam
British Virgin Islands
Samoa
Vietnam
British Virgin Islands
General Investment
Manufacture, processing and
trading of chemical fibers
Manufacture and processing of
various fiber textile products
General Import and Export
Trade
Textile manufacturing, dyeing
and finishing, and trading of
various textile products
General Investment
General Investment
General Import and Export
Trade
Manufacture and processing of
various fiber textile products
General Investment
General Investment
General Investment
General Investment
General Investment
General Investment
General Import and Export
Trade
General Investment
Printing and finishing of
various types of garments and
cloths
General Import and Export
Trade
General Investment
General Import and Export
Trade
General Investment
General Investment
Manufacture, processing and
trading of various fiber textile
products
General Import and Export
Trade
Manufacture and processing of
chemical fibers and
international trading business
Manufacture and processing of
chemical fibers and
international trade
General Investment
General Import and Export
Trade
General Investment
Printing, dyeing, finishing,
garment manufacturing and
trading of various textile and
yarn materials
General Investment
General Investment
Garment manufacturing and
trading
General Investment
$ 1,622,785
-
102,588
59,878
177,335
USD
108,040,000
USD
2,475,000
-
-
-
1,397,855
USD
6,501,742
-
USD
5,005,000
USD
1,500,000
USD
6,100,000
USD
11,920,238
USD
2,500,000
1,700
USD
14,902,500
USD
50,000
-
USD
6,190,000
5,000
12,000
258,989
USD
1
USD
14,655,000
10,000
USD
108,032,701
USD
114,660,489.5
USD
8,862,037
USD
5,000,000
USD
1,915,070
USD
14,023,848
$ 1,302,544
100,193
243,524
59,878
156,006
USD
108,040,000
USD
1,935,000
12,000
4,856
35,400
1,256,409
USD
6,342,469
USD
2,500,000
USD
5,005,000
USD
1,500,000
USD
100,000
USD
11,920,238
USD
2,500,000
1,700
USD
9,582,533
-
USD
4,228,300
USD
5,630,000
5,000
-
-
USD
1
USD
10,400,000
-
USD
108,032,701
USD
114,660,489.5
USD
8,644,837
USD
5,000,000
USD
1,915,070
USD
14,023,848
52,604,382
-
9,936,207
5,500,000
18,931,098
27,010
2,475,000
-
-
-
37,900,000
6,501,742
-
5,005,000
1,500,000
6,100,000
11,920,238
-
50,000
14,902,500
50,000
-
6,190,000
500,000
1,200,000
15,279,600
1
14,655,000
1,000,000
108,032,700,860
-
8,862,037
5,000,000
-
38
100
-
24.98
100
55.06
100
100
-
-
-
100
73.33
-
100
50
100
85
100
100
53.22
100
-
100
80
60
91.28
100
100
100
100
100
20
50
30
38
$ 3,393,211
-
111,412
49,709
239,702
3,012,615
41,053
-
-
-
2,377,922
154,512
-
46,474
33,793
296,860
338,315
61,043
411
474,038
70,029
-
218,141
5,623
417
190,124
62,615
429,371
11,369
3,020,787
3,149,085
210,718
46,459
25,314
399,151
( $ 1,033 )
20,095
15,285
(
15,763 )
6,424
104,327
(
14,797 )
(
14,799 )
15,285
9,523
95,803
(
10,153 )
(
13,062 )
(
46,468 )
(
9,606 )
1,452
(
14,638 )
(
3,026 )
6,438
9,523
68,457
9,523
21,708
(
3,375 )
(
14,799 )
20,095
30,565
(
4,360 )
1,369
104,372
91,331
(
50,482 )
(
53,282 )
(
48,437 )
(
38,283 )
( $ 188 )
7,020
7,549
(
15,753 )
3,893
107,012
(
14,796 )
(
850 )
Unrecognized gain on disposal of
investment property and
unrealized gain on disposal of
property, plant and equipment
Affiliated companies, subsidiaries
of the Company prior to July 8,
2020)/unrealized gain or loss on
sales difference.
Recognized difference of inter-
group lease gains or losses.
Recognized difference of realized
and unrealized gain or loss on
sales and disposal of property,
plant and equipment.
Recognized difference of realized
gain on disposal of fixed assets.
Note3
Note3
Note3
Note3

Note 1: Only the amount of profit or loss recognized for each subsidiary directly invested by the Company and each investee company using the equity method should be shown. Note 2: Please refer to Schedule 8 (attached) for the information about China investee companies. Note 3: Subsidiary of Lucky Unique Enterprise Company (a subsidiary of the Company before July 8, 2020).

  • 261 -

De Licacy Industrial Co., Ltd.and Subsidiaries

Investment Information on investment in China

For the year ended December 31, 2020.

Schedule 8

In thousand in NTD (except in US dollars)

(except in US dollars)
China reinvestment
Company Names
Major Business Scope Paid-in Capital.
(Note 3)
Investment Method
(Note 7)
Accumulated investment
amount remitted from
Taiwan at initial period
(Note 3)

Investment amount remitted or recovered
during the period

Accumulated investment
amount remitted from
Taiwan at the end of the
period (Note 3)

The investee
companies for the
period income
(Loss)

The Company's
direct or indirect
investment (%)
Recognized
Investment (loss)
(Note 1)
Year-end
Investment
Carrying Amoount
(Note 1)

Remitted
Investment
income for the
year end
Remitted Recovery
Hangzhou Der Li Company
Apex Textile Co., Ltd
Chang Sin Lucky Unique
EnterpriseCompany (Note
5)
Apex (Shanghai) Textile
co., Ltd
Apex (Anqing) Textile Co., Ltd
Production and sales of long
and short fiber fabric
processing and finishing
Manufacture and sale of
textile products and dyeing
and finishing
Manufacture, dyeing and
sales of various high-quality
fabrics and textiles
General Investment
Manufacture and sale of
various high-quality fabrics
and textiles
$ 1,196,160
(USD 42,000,000)
370,240
(USD 13,000,000)
-
1,573,520
(USD 55,250,000)
296,192
(USD 10,400,000)
3.Der Yi Company
3.Bright Wisdom
Ltd.
3.Hao Wan
Company
3.Sin Hao
Company
Samoa Sin Young
International
Limited
3.Lucky Apex
Ventures Ltd.

$ 1,301,643
(Note 4)
(USD 18,289,091
And $ 780,770)
120,840
(USD 3,000,000
And $ 35,400)
71,200
(USD 2,500,000)

58,384
(USD 2,050,000)
296,192
(USD 10,400,000)
$ -
-
-
-
-
$ -

-

71,200
(USD 2,500,000)
-
-

$ 1,301,643
(Note 4)
(USD 18,289,091
And $ 780,770)

120,840
(USD 3,000,000
And $ 35,400)
-

58,384
(USD 2,050,000)

296,192
(USD 10,400,000)
$ 25,885
(
18,042 )
(
244 )
-
(
4,361 )
100
53.22
-
14.67
53.22
$ 27,000
(Note 6)
(
10,951 )
(
244 )
-
(
1,692 )
$ 1,730,774

193,570

-

38,339

164,027
$ -

-

-

-

-
Company Names Accumulated remittance of
investments from Taiwan to China at
the end of the period
(Note 3
Investmen Commission, MOEA
approved investment amount
(Note 3)
Investment quota in China according to the Investment Commission, MOEA
Hangzhou De Licacy Textile Co., Ltd.
Apex Textile Co., Ltd
Apex (Shanghai) Textile co., Ltd
Apex (Anqing) Textile Co., Ltd

$ 1,301,643
(USD 18,289,091 and $ 780,770)
$ 120,840
(USD 3,000,000 and $ 35,400)
$ 58,384
(USD 2,050,000)
$ 296,192
(USD 10,400,000)
$ 1,301,643
(USD 18,289,091and $ 780,770)
$ 120,840
(USD 3,000,000and$ 35,400)
$ 357,424
(USD 12,550,000)
$ 455,680
(USD 16,000,000)
(Note 2)
(Note 2)
(Note 2)
(Note 2)

Note 1: Recognized based on the financial statements of the investee company audited by the parent company's certified public accountants in Taiwan during the same period.

Note 2: In accordance with the newly revised "Regulations Governing the Examination of Investment or Technical Cooperation in Mainland China" dated August 29, 2018, the Company obtained the certification document issued by the Industrial Development Bureau, Ministry of Economic Affairs on August 28, 2017, which conforms to the scope of operation of the Ministry of Manufacturing Operations, so the calculation of investment limit is not required.

Note 3: The related amount was translated at the Foreign Exchange Rate of NT$28.48 per USD at the end of the period.

Note 4: Including the recognition of Best Alliance International Limited investment of NT$111,616 (US$3,919,091) in Hangzhou Deli by way of debt in proportion to its shareholding.

Note 5: Changxin Lucky Unique Enterprise Company was liquidated on October 31, 2009 and remitted USD 2,706,075.53 (including capital stock of USD 2,500,000 and investment income of 206,075.53) to Hao Wan on November 30, 2020 The Company then remitted to De Licacy Samoa Company.

Note 6: The difference is the unrealized gain or loss on disposal of fixed assets and investment fixed assets.

Note 7: (1) Investment in Mainland China through third-party remittance.

(2) Investment in China through a third-party company.

(3) Reinvestment in Mainland China through re-investment in an existing company in a third region.

  • 262 -
Stock Number:1464

De Licacy Industrial Co., Ltd.and Subsidiaries Significant transactions with China investees directly or indirectly through third regions, the prices, payment terms, and unrealized gains or losses For year ended 31 December 2020

Schedule 9 Schedule 9 (In thousands of New Taiwan Dollars) (In thousands of New Taiwan Dollars) (In thousands of New Taiwan Dollars)
Company Transaction Partner The relationship
with transaction
partner
Transaction Type Amount Trading Terms Notes, Accounts Receivable
(Payable)
Unrealized
Income(loss)
Price Payment Terms
Comparison with
general transactions
Balance Percentage(
)
Der Fa Company
Eden Road Company
Eden Road
International Ltd.(H.K.)
Eden Road
International Ltd.(H.K.)
Thousand Well
International Limted
Fastpower Limited
Thousand Well
(Samoa) International
Limted
Fastpower (Samoa)
Limited
Futures co., Ltd
Futures co., Ltd
Total Express Ltd.
Hangzhou De Licacy
Textile Co., Ltd.
Hangzhou De Licacy
Textile Co., Ltd.

Hangzhou De Licacy
Textile Co., Ltd.

Hangzhou De Licacy
Textile Co., Ltd.
Hangzhou De Licacy
Textile Co., Ltd.
Hangzhou De Licacy
Textile Co., Ltd.
Hangzhou De Licacy
Textile Co., Ltd.
Hangzhou De Licacy
Textile Co., Ltd.
A Apex (Anqing) Textile Co., Ltd
pex Textile Co., Ltd
Apex Textile Co., Ltd
affiliated company
affiliated company
affiliated company
affiliated company
affiliated company
affiliated company
affiliated company
affiliated company
affiliated company
affiliated company
affiliated company
Sales
Sales
Sales
Purchase
Purchase
Purchase
Purchase
Purchase
Sales
Sales
Purchase
$ 60,260
5,457
6,745
13,231
332,601
34,064
105,665
8,347
5,885
15,119
915,988
Trade at general price
Trade at general price
Trade at general price
Trade at general price
Trade at general price
Trade at general price
Trade at general price
Trade at general price
Trade at general price
Trade at general price
Trade at general price
Open Account 120
days
Open Account 90
days
Open Account 90
days
Open Account 90
days
Open Account 90
days
Open Account 90
days
Open Account 90
days
Open Account 90
days
Open Account 90
days
Open Account 90
days
Open Account 90
days
No general customers
to compare
General customer open
account 45-120 days
General customer open
account 45-120 days
General customer open
account 45-120 days
No general customers
to compare
No general customers
to compare
No general customers
to compare
No general customers
to compare
No general customers
to compare
No general customers
to compare
No general customers
to compare
$ 8,982
-
3,400
(
12,975 )
-
-
(
5,935 )
(
8,344 )
4,253
2,575
(
45,499 )
58
-
2

14
-
-

100

100
62
38

100
$ -

-

-

-

-

-

-

-

-

-

-
  • 263 -
Stock Number:1464

De Licacy Industrial Co., Ltd.and Subsidiaries

Business relationships between parent-subsidiaries and subsidiaries and significant transactions and amount

For year ended December 31, 2020.

Schedule 10

(In thousands of New Taiwan Dollars)

No. Trader’s Name Trading Partners The relationship
with traders
(Note 1)
Transaction Situation Transaction Situation
Item Amount Trading Terms Consolidated Total
Revenue or Total
Assets (%)
0
1
The company
Hangzhou De Licacy
Textile Co., Ltd.
Tung Ming Company (Note3)
Chadtex Company
Lucky Unique Enterprise Company (Note3)
E Textile Co .,Ltd.(Note3)
New Lake Ltd.
Vietnam De Licacy Company
Best Alliance International Limited
Total Express Ltd.
Thousand Well International Limted
Thousand Well (Samoa) International
Limted
Fastpower Limited
Fastpower (Samoa) Limited
De Fa Company
Apex Textile Co., Ltd
Eden Road Company
Eden Road International Ltd.(H.K.)
Apex (Anqing) Textile Co., Ltd
BestAllianceInternational Limited
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(3)
(3)
(3)
(3)
(3)
(3)
(3)
(3)
(3)
(3)
Operation Income
Operation cost
Operation Income
Operating cost (purchase and processing
fee)
Operation cost(manufacturing expense)
Accounts Receivable - Related parties
Other payable - related parties
Operation Income
Operation cost
Operation Income
Operation Income
Operation cost
Accounts Receivable - Related parties
Accounts Payable - related parties
Interest income
Other receivable - related parties
Other receivable - related parties
Other receivable - related parties
Operation Income
Operation Income
Accounts Receivable - Related parties
Operation Income
Operation Income
Accounts Receivable - Related parties
Operation cost
Accounts Payable - related parties
Operation Income
Other income
Other receivable - related parties
Operation cost
Operation Income
Operation cost
Accounts Receivable - Related parties
Operation Income
Accounts Receivable - Related parties
Otherpayable - relatedparties
$ 6,750
127,247
79,158
121,353

6,322

8,627
16,098
17,591
45,420
6,744
123,106
451,073

13,947
43,685
6,589
348,276
74,585
129,089
332,601
105,665

5,935
34,064
8,347

8,344
60,260
8,982
8,710
9,241
420,161
5,457
13,231
6,745

12,975
7,296

7,880
68,352
Trade at general priceopen account 60days receipt
Trade at general priceopen account 30-90days payment
Trade at general priceopen account 60days receipt
Trade at general priceopen account 30days payment
Trade at general priceopen account 60days receipt
Trade at general priceopen account 60days payment
Trade at general priceopen account 60days receipt
Trade at general priceopen account 30-60days receipt
Trade at general priceopen account 30-90 days payment
Trade at general priceopen account 90 days receipt
Trade at general priceopen account 90 days receipt
Trade at general priceopen account 90 days receipt
Trade at general priceopen account 90 days receipt
Trade at general priceopen account 120 days payment
Trade at general priceopen account 3090 days receipt
Trade at general priceopen account 90 days payment
Trade at general priceopen account 90 days receipt
Trade at general priceopen account 90 days payment
Trade at general priceopen account 30-90 days receipt
-
1
1
1
-
-
-
-
1
-
1
5
-
-
-
2
-
1
4
1
-
-
-
-
1
-
-
-
2
-
-
-
-
-
-
-

(continued)

  • 264 -

(continued from pervious page)

No. Trader’s Name Trading Partners The relationship
with traders
(Note 1)
Transaction Situation Transaction Situation
Item Amount Trading Terms Consolidated Total
Revenue or Total
Assets(%)
2
3
4
5
6
7
8
9
10
11
Thousand Well
International Limted
Thousand Well (Samoa)
International Limted
Fastpower Limited
Fastpower (Samoa)
Limited
Eden Road Company
Hong Kong Eden Road
Company
Lucky Unique Enterprise
Company (Note3)
Apex Textile Co., Ltd
De Shen (Cayman)
Holdings Co., Ltd.
Vietnam De Licacy
Company
Eden Road Company
Hong Kong Eden Road Company
Hong Kong Eden Road Company
Eden Road Company
Hong Kong Eden Road Company
Hong Kong Eden Road Company
De Licacy Samoa Company
New Lake Ltd.
Best Alliance International Limited
E Textile Co .,Ltd.(Note3)
Gain Faith Investments Ltd(Note3)
Total Express Ltd.
Apex (Anqing) Textile Co., Ltd
De Licacy Samoa Company
Futures co., Ltd
Vietnam De Licacy Company
New Lake Ltd.
De Hong(Vietnam) Company
De LicacySamoa Company
(3)
(3)
(3)
(3)
(3)
(3)
(3)
(3)
(3)
(3)
(3)
(3)
(3)
(3)
(3)
(3)
(3)
(3)
(3)
Operation Income
Operation Income
Operation Income
Accounts Receivable - Related parties
temporary receipts
Operation Income
Operation Income
Operation Income
Accounts Receivable - Related parties
Other receivable - related parties
Operation Income
Accounts Receivable - Related parties
Other payable - related parties
Operation Income
Operation expense
Operation Income
Accounts Receivable - Related parties
Other payable - related parties
Operation Income
Operation cost
Sales of property, plant, and equipment
Accounts Receivable - Related parties
Accounts Payable - related parties
Other receivable - related parties
prepayment for purchases
Other payable - related parties
Operation cost
Interest income
Other receivable - related parties
Operation Income
Operation cost
Interest expenditure
Purchase of property, plant and
equipment
Accounts Receivable - Related parties
Accounts Payable - related parties
Other payable - related parties
Operation cost
R&D expense
Otherpayable - relatedparties
$ 178,950
153,651
105,665

67,647
61,366
21,427
12,637
6,659

6,655
13,667
13,802

13,622
68,352
14,815
5,773
915,988

45,499
48,627
100,262
192,039

99,835

86,811
33,223
76,772
242,600
76,896
5,885
7,089
226,105
905,378
627,275
9,753
28,133

285,483
520,823
26,037
20,199
5,085
116,440
Trade at general priceopen account 90 days receipt
Trade at general priceopen account 90 days receipt
Trade at general priceopen account 90 days receipt
Trade at general priceopen account 90 days receipt
Trade at general priceopen account 90 days receipt
Trade at general priceopen account 90 days receipt
Trade at general priceopen account 90 days receipt
Trade at general priceopen account 90 days receipt
Trade at general priceopen account 90 days receipt
Trade at general priceopen account 90 days receipt
Trade at general priceopen account 90 days payment
Trade at general priceopen account 90 days payment
Trade at general priceopen account 120 days receipt
Trade at general priceopen account 90 days payment
Trade at general priceopen account 30 days payment
2
2
1
-
-
-
-
-
-
-
-
-
-
-
-
11
-
-
1
2
1
-
-
-
1
-
-
-
1
11
7
-
-
2
3
-
-
-
1

(continued)

  • 265 -

(continued from pervious page)

No. Traders’ Name Trading partners Trader’s
relationship
(Note 1)
Transactions
Item Amount Trading terms Consolidated Total
Revenue or Total
Assets(%)
12
13
14
De Hong Company
Lucky Apex Ventures
Limited
Futures co., Ltd
De Hong (Vietnam)Company
Apex (Anqing) Textile Co., Ltd
Apex (Anqing) Textile Co., Ltd
(3)
(3)
(3)
Operating Income
Other Accounts receivable- related
parties
Other receivable- related parties
Operating income
$ 8,188
6,589
121,154
15,119
Transactions at general price, Open Account 90 days.
Transactions at general price, Open Account 90 days.
-
-
1
-

Note 1: The three types of trader’s relationship are as follows:

  • (1) Parent company to subsidiary

(2) subsidiary to parent company

  • (3) subsidiary to subsidiary

Note 2: Written off at the time of the preparation of the consolidated financial statements. Note 3: The subsidiary belonged to the Company before July 8, 2020.

  • 266 -

De Licacy Industrial Co., Ltd. Major Shareholders’ Information December 31, 2020

Schedule 11
Names of Major Shareholders No. of Shares
Number of shares
held(shares)
shareholding ratio
Fu-Fa International Investment Co. Ltd.
Fu-Hwa Investment Co. Ltd.
Fuson International Trade Co. Ltd.
32,928,067
30,000,994
30,000,443
8.56%
7.8%
7.8%
  • Note1: The information on major shareholders in this Schedule is based on the la st business day of the quarter in which the shareholders held 5% or more of the Company's total common shares (including treasury stock) that have been delivered without physical registration. The equity in the consolidated financial statements may differ from the actual number of shares delivered without physical registration due to differences in the basis of computation.

  • Note2: The above information is revealed by the trustee's individual subaccount of the trust account opened by the trustee if the shareholder has delivered the shares to the trust. As for the shareholder's shareholding of more than 10% of insider shares reported under the Securities and Exchange Act, the shareholdings include the shareholdings of the shareholders plus the shares delivered to the trust and the shareholder has the right to decide the use of the trust property, etc. Please refer to the Market Observation Post System for the information on insiders’ shareholding report.

  • 267 -

Stock Number:1464

De Licacy Industrial Co., Ltd.and Subsidiaries Property, Plant and Equipment For the years ended December 31 of 2020 and 2019

Schedule 12

(In thousands of New Taiwan Dollars)

Owned Land Land and
Improvements
Buildings
MachineryEquipment
Buildings
MachineryEquipment
Transportation
Equipment
Other Equipment Real Estate under
construction
Total
Cost
Balance as of January 1, 2019
$ 405,335
$ 41,570
$ 1,873,814
$ 6,080,122
$ 77,181
$ 1,648,812
$ 550,945
$ 10,677,779
Additions - - 28,294 747,235 9,434 87,418 228,088 1,100,469
Disposal - - -
(

706,370 )
(

11,785 )
(

34,355 )
(

2,559 )
(

755,069 )
Reclassification - 28,305 378,068 170,283 - 82,802
(

474,435 )
185,023
Net exchange difference
-
(

1,456)
(

41,835)
(

148,498)
(

1,608)
(

41,669)
(

8,269)
(

243,335)

Balance on December 31, 2019

$ 405,335



68,419



2,238,341



6,142,772



73,222



1,743,008



293,770


10,964,867
Accumulated depreciation and
impairment
Balance as of January 1, 2019
$ -
$ 12,028
$ 869,684
$ 2,741,542
$ 44,344
$ 974,799
$ -
$ 4,642,397
Depreciation expense - 4,756 54,245 286,581 6,744 133,577 - 485,903
Disposal - - -
(

320,172 )
(

9,992 )
(

30,602 )
-
(

360,766 )
Net exchange differences
-
(

168)
(

13,576)
(

44,336)
(

767)
(

23,656)
-
(

82,503)

Balance on December 31, 2019

$ -



$ 16,616



$ 910,353



$ 2,663,615



$ 40,329


$ 1,054,118

$ -


$ 4,685,031
Net amount on December 31,
2019
$ 405,335
$ 51,803
$ 1,327,980
$ 3,479,157
$ 32,893
$ 688,890
$ 293,770
$ 6,279,836
Costs
Balance on January 1, 2020
$ 405,335
$ 68,419
$ 2,238,341
$ 6,142,772
$ 73,222
$ 1,743,008
$ 293,770
$ 10,964,867
Additions
4,022 - 2,795 136,246 2,429 79,674 213,706 438,872
Disposal - - -
(

50,858 )
(

9,233 )
(

23,938 )
-
(

84,029 )
Reclassification - - 39,454 175,774 92 33,879
(

113,432 )
135,767
Acquired through business
combinations
- - - - - 375 -
375
Disposal of subsidiaries
(

115,382 )
(

1,706 )
(

105,307 )
(

460,696 )
(

10,011 )
(

206,696 )
-
(

899,798 )
Net exchange differences
-
(

2,571)
(

33,422)
(

80,012)
(

826)
5,478
3,938
(

107,415)

Balance on December 31, 2020

$ 293,975



$ 64,142



$ 2,141,861



$ 5,863,226


$ 55,673
$ 1,631,780

$ 397,982


$ 10,448,639
Accumulated depreciation and
impairment
Balance as of January 1, 2020
$ -
$ 16,616
$ 910,353
$ 2,663,615
$ 40,329
$ 1,054,118
$ -
$ 4,685,031
Depreciation expense - 5,909 53,179 361,131 5,566 130,978 - 556,763
Disposal - - -
(

32,476 )
(

8,266 )
(

15,574 )
-
(

56,316 )
Acquired by business combination - - - - - 19 - 19
Disposal of subsidiaries -
(

1,659 )
(

69,810 )
(

429,660 )
(

7,617 )
(

171,634 )
-
(

680,380 )
Net exchange differences
-
(

447)
2,849
3,734
(

97)
15,327
-
21,366

Balance on December 31, 2020

$ -


$ 20,419
$ 896,571

$ 2,566,344


$ 29,915
$ 1,013,234
$ -
$ 4,526,483
Net amount on December 31,
2020
$ 293,975
$ 43,723
$ 1,245,290
$ 3,296,882
$ 25,758
$ 618,546
$ 397,982
$ 5,922,156
  • 268 -

6. The impact on the financial position of the Company and its affiliates in the event of financial difficulties in the most recent year and as of the printing date of the annual report: None.

269

VII. Review of Financial Conditions, Financial Performance, and Risk Management

1. Financial Status:

Comparative analysis of consolidated financial status (IFRS applicable)

Unit: NT$1000

Unit: NT$1000 Unit: NT$1000
Year
Item
2019 2020 Difference
Amount %
Current assets 10,734,417 10,170,682 (563,735) (5.25)
Property, Plant and Equipment 6,279,836 5,922,156 (357,680) (5.70)
Investment real estate 64,716 65,071 355 0.55
Intangible assets 29,738 28,419 (1,319) (4.44)
Equity-method investments 727,795 793,054 65,259 8.97
Right-of-use assets 451,968 370,567 (81,401) (18.01)
Other assets 495,178 497,481 2,303 0.47
Total assets 18,783,648 17,847,430 (936,218) (4.98)
Current liabilities 8,936,691 9,108,544 171,853 1.92
Non-current liabilities 3,578,776 3,284,103 (294,673) (8.23)
Total liabilities 12,515,467 12,392,647 (122,820) (0.98)
Capital stock 3,845,657 3,845,657 -- --
Capital surplus 942,169 791,558 (150,611) (15.99)
Retained earnings 1,099,925 523,605 (576,320) (52.40)
Other interests (401,956) (456,503) (54,547) (13.57)
Treasurystock (12,681) -- 12,681 100.00
Non-controllinginterests 795,067 750,466 (44,601) (5.61)
Total shareholders’ equity 6,268,181 5,454,783 (813,398) (12.98)
The changes in assets, liabilities and shareholders’ equity of 20% or more for
described below:
1.The decrease in retained earnings was due to the net loss for the period.
2. Increase in shareholders’ equity was due to the loss from the epidemic.
the years 2020 and 2019 are

270

Comparative analysis of individual financial status (IFRS applicable)

Unit: NT$1000

Unit: NT$1000 Unit: NT$1000
Year
Item
2019 2020 Difference
Amount %
Current assets 4,924,060 5,564,991 (640,931) (13.02)
Equity-method
investments
6,917,644 6,847,702 (69,942) (1.01)
Property, Plant and
Equipment
909,783 904,882 (4,901) (0.54)
Intangible assets 93 -- (93) (100.00)
Other assets 295,440 372,165 76,725 25.97
Total assets 13,047,020 13,689,740 642,720 4.93
Current liabilities 4,937,223 6,129,952 1,192,729 24.16
Non-current
liabilities
2,636,683 2,855,471 218,788 8.30
Total liabilities 7,573,906 8,985,423 1,411,517 18.64
Capital stock 3,845,657 3,845,657 -- --
Capital surplus 942,169 791,558 (150,611) (15.99)
Retained earnings 1,099,925 523,605 (576,320) (52.40)
Other interests (401,956) (456,503) (54,547) (13.57)
Treasurystock (12,681) -- 12,681 100.00
Total shareholders’
equity
5,473,114 4,704,317 (768,797) (14.05)
Analysis of changes in the percentage of increase or decrease:
1.The increase in current assets was mainly due to the increase in capital loans to
subsidiaries and the increase in foreign currency pledged loans of New Taiwan Dollars.
2.The increase in other assets is due to the provision and credit of deferred tax assets for
the loss during this year.
3.Increase in current liabilities was due to the epidemic in order to increase short-term
borrowings for the requirement of operation.
4.The decrease in retained earnings was due to the net loss for the period.

Analysis of changes in the percentage of increase or decrease: 1.The increase in current assets was mainly due to the increase in capital loans to subsidiaries and the increase in foreign currency pledged loans of New Taiwan Dollars. 2.The increase in other assets is due to the provision and credit of deferred tax assets for the loss during this year.

3.Increase in current liabilities was due to the epidemic in order to increase short-term borrowings for the requirement of operation. 4.The decrease in retained earnings was due to the net loss for the period.

271

2. Financial Performance:

(1) Comparative analysis of consolidated financial performance (IFRS applicable)

Unit: NT$1,000, Earnings per share (NT$)

Year
Item

2019
2020 Increase (decrease)
Amount
Changes ratio(%)
Operatingrevenue 10,919,724 8,594,659 (2,325,065) (21.29)
Operatingcosts 8,865,307 7,350,952 (1,514,355) (17.08)
Grossprofit 2,054,417 1,243,707 (810,710) (39.46)
Unrealized sales benefits(Note 4) - (26) (26)) (100.00)
Gross realized operatingincome 2,054,417 1,243,681 (810,736) (39.46)
Operatingexpenses 1,308,274 1,231,143 (77,131) (5.90)
Net other income and expenses
(notes 29 and 37)
55,618 (9,383) (65,001) (116.87)
Operatingincome(loss) 801,761 3,155 (798,606) (99.61)
Non-operatingincome and expenses (134,874) (294,957) (160,083) (118.69)
Net income(loss)before income tax 666,887 (291,802) (958,689) (143.76)
Net income (loss) of continuing
business units
666,887 (291,802) (958,689) (143.76)
Total income tax expense(income) 52,424 (85,169) (137,593) (262.46)
Net income(loss) 614,463 (206,633) (821,096) (133.63)
Other comprehensive income
(Income after tax)
(113,896) (17,771) 96,125 84.40
Total comprehensive income 500,567 (224,404) (724,971) (144.77)
Net income attributable to
shareholders of theparent company
558,021 (207,286) (765,307) (137.15)
Net income (loss) attributable to
noncontrollinginterests
56,442 653 (55,789) (98.84)
Total comprehensive income
attributable to stockholders of the
parent
444,877 (241,385) (686,262) (154.26)
Total comprehensive income
attributable to non-controlling
interests
55,690 16,981 (38,709) (69.51)
Earnings(net loss) per share 1.61 (0.54) (2.15) (133.54)
Analysis of changes in the percentage of increase or decrease:
1. Decrease in operating income, costs and gross margin: Due to the impact of COVID-19, the appointed company
has reduced orders and shifts since April, resulting in fewer shipments and lower costs. On the price side, the
depreciation of the U.S. dollar has lowered the unit price of sales in Taiwan dollars. The gross margin decreased
due to the above reasons.
2. Other gains and losses decreased: This is due to the profit from the sale of 80 machines and equipment to non-
affiliated weaving mills, Mai Hong and NIRVANA, in the previous year, and the loss from the retirement of more old
equipment in the current year.
3.Decrease in non-operating income and expenses: (1) The exchange loss increased by $158,297 thousand compared
to last year due to the decline in the U.S. dollar exchange rate and the excess of U.S. dollar assets over U.S. dollar
liabilities. (2) Last year, a subsidiary, Changxing Fufa, made a profit of $14,409 thousand on disposal of investment
properties. (3) The subsidiary, Fu Fa Group, made a profit of $9,154 thousand for the year. As a result of the
above, non-operating income and expenses decreased compared to the same period last year.
4. Increase in income tax benefit: This was due to the provision and credit of deferred tax assets for the loss during
this year.
5. Decrease in other comprehensive income: The decrease was mainly due to the appreciation of Renminbi
(4.30→4.36), which resulted in the decrease in the difference of exchange loss recognized in the financial
statements of foreign operatingcompanies.
  1. Decrease in operating income, costs and gross margin: Due to the impact of COVID-19, the appointed company has reduced orders and shifts since April, resulting in fewer shipments and lower costs. On the price side, the depreciation of the U.S. dollar has lowered the unit price of sales in Taiwan dollars. The gross margin decreased due to the above reasons.

  2. Other gains and losses decreased: This is due to the profit from the sale of 80 machines and equipment to nonaffiliated weaving mills, Mai Hong and NIRVANA, in the previous year, and the loss from the retirement of more old equipment in the current year.

3.Decrease in non-operating income and expenses: (1) The exchange loss increased by $158,297 thousand compared to last year due to the decline in the U.S. dollar exchange rate and the excess of U.S. dollar assets over U.S. dollar liabilities. (2) Last year, a subsidiary, Changxing Fufa, made a profit of $14,409 thousand on disposal of investment properties. (3) The subsidiary, Fu Fa Group, made a profit of $9,154 thousand for the year. As a result of the above, non-operating income and expenses decreased compared to the same period last year.

272

(2) Comparative analysis of individual operating results (IFRS applicable)

Unit: NT$1,000, Earnings per share (NT$)

Year
Item
2019 2020 Increase (decrease)
Amount
Changes ratio(%)
Operatingrevenue 4,269,376 3,005,640 (1,263,736) (29.60)
Operatingcosts 3,681,229 2,807,286 (873,943) (23.74)
Grossprofit 588,147 198,354 (389,793) (66.27)
Unrealized losses with subsidiaries
and affiliates
3,815 6,405 2,590 67.89
Realized losses with subsidiaries and
affiliates
(6,909) (3,815) 3,094 44.78
Realized operatingmargin 585,053 200,944 (384,109) (65.65)
Operatingexpenses 478,198 437655 (40,543) (8.48)
Net other income and expenses
(Notes 26 and 33)
31,392 6 (31,386)) (99.98)
Operatingnetprofit 138,247 (236,705) (374,952) (271.22)
Non-operatingincome and expenses 454,641 (61,479) (526,120) (115.52)
Net income before income tax 592,888 (298,184) (891,072) (150.29)
Net income (loss) of continuing
business units
592,888 (298,184) (891,072) (150.29)
Loss of suspended business unit -- -- -- --
Total income tax expense 34,867 (90,898) (125,765) (360.70)
Net income 558,021 (207,286) (765,307) (137.15)
Other comprehensive income
(Income after tax)
(113,144) (34,099) 79,045 (69.86)
Total comprehensive income 444,877 (241,385) (686,262) (154.26)
Analysis of changes in the percentage of increase or decrease:
1. Decrease in operating revenues, costs and gross profit, and decrease in gross profit margin: This was mainly due to
the impact of the epidemic, the decrease in orders and the reduction of shifts since April, the increase in unallocated
manufacturing costs due to the lack of production capacity, the depreciation of the U.S. dollar, which lowered the
unit price of sales in Taiwan dollars, and the shift in the Group’s pricing policy, which resulted in a higher unit price of
incoming fabric to the related parties.
2. The decrease in other gains and losses was mainly due to the higher profit from the sale of non-related party's looms
in the previous year, but there was no such profit in the current year.
3. Decrease in non-operating income and expenses: This was mainly due to the profit of overseas subsidiaries
decreased because of the epidemic, investment income decreased, and the foreign currency assets exceeded the
foreign currency liabilities due to the appointment of customers to borrow Taiwan dollars with pledges of U.S. dollar
time deposits, and the sharp depreciation of the U.S. dollar (29.98→28.48) increased the exchange loss.
4. Increase in income tax benefit: This was due to the provision and credit of deferred tax assets for the loss during this
year.
5. Increase in other comprehensive income: The decrease was mainly due to the appreciation of Renminbi (4.30→4.36),
which resulted in the decrease in the difference of exchange loss recognized in the financial statements of foreign
operatingcompanies.

273

(3) Analysis of Changes in Operating Profit

Unit: NT$1000

Unit: NT$1000 Unit: NT$1000 Unit: NT$1000 Unit: NT$1000
Item The number of
changes in the
previous and
subsequent
periods
Reasons of the Difference
Difference in
the Selling
Price
Difference in the
Cost Price
Sales
Combination
Differences
Difference in
the Amount
Grossprofit $ (810,710) $ (215,441) $ (866,368) $ (11,986) $283,085
Explanation 1.The price difference is due to the depreciation of the U.S. dollar, which resulted in
a decrease in the unit sales price in Taiwan dollars.
2.The difference in cost price is due to the decrease in production quantity due to the
impact of the epidemic and the increase in unit cost due to fixed cost sharing.
3.The difference in volume is due to the decline in orders as a result of the epidemic.

3. Cash Flow

(1) Cash flow analysis for the most recent year (IFRS applicable)

Year
Item

2020
2019 Increase (decrease)
percentage(%)
Cash flow ratio 6.62 6.76
(2.07)
Cash flow adequacyratio 11.07 6.97 58.82
Cash reinvestment ratio (0.16) 0.44 (136.36)
Analysis of changes in the percentage of increase or decrease:
1. The increase in cash flow fair ratio was due to higher capital expenditures for investment in Vietnam
and Anqing plants in previous years and lower inventory in the current year due to the decline in the
epidemic.
2. The current negative investment ratio is due to the increase in dividendspaid duringtheyear.

(2) Cash flow analysis for the coming year

Unit: NT$1000

Unit: NT$1000 Unit: NT$1000
Beginning
balance of
prepaid rent
Estimation from the
business activities of
the whole year
Net cash flow
Estimated annual
cash inflow
(outflow)
Estimated surplus
(shortfall) of cash
Remedial measures for
estimated cash deficit
Investment
plans
Financing
plans
$ 1,223,480 $ 750,432 ($ 908,655) $ 1,065,257 - -
1. Analysis on cash flow situation for the coming year
(1) Operating activities: In 2021, the net cash inflow was generated due to the restart of the pulling
momentum and the addition of new customers.
(2) Investing activities: The increase in cash outflow was mainly due to the purchase of additional
equipment and investment in a new plant in Jiangsu.
(3) Financing activities: The net cash inflow resulted from borrowings from banks.
2. Analysis on the remedial measures for estimated cash deficit: Not applicable.

274

4. The impact of major capital expenditure in the last year on the financial business:

  • (1) The use of significant capital expenditures and the source of funds:
Actual or Actual or Actual or projected use
expected expected Total Funds
of funds
Project Items
sources of completion Required
funds date 2020
2021
Micro oil cylinder type automatic thread cutting and

Own funds
2020/ 2 1,034
1,034
bandagingmachine,etc.
Garment proofing center cubicles, painting, etc. Own funds 2020/ 2 1,143
1,143
Dye dissolution conveying 30 dyeing machines
Own funds 2020/ 9 2,079
1455

pipelinepiping project
Minsheng East Road Office Interior Design Project Own funds 2020/ 7 4,819
4819

Minsheng East Road office interior design related
Own funds 2020/ 12 4,799
4,799
works,etc.
Dye titration machine. Preparation machine.
Own funds 2020/ 7 3,380
2,366
Experiment Machine
High temperature and high pressure yarn dyeing
Own funds 2020/ 7 2,550
2,550
machine TGCH-300
Eight-chamber resin setting machine Own funds 2020/ 9 8,280
5,796
Dye dissolution and delivery unit. Hot Water Tank Own funds 2020/ 8 4,772
3,340
Professional version of the full-featured
Own funds 2020/ 2 1,195
1,195
layout/scaling/marker software,etc.
Grinding machine (airbag type) YB-099 Own funds 2020/ 11 2,700
2700

Additional platform for shaping machine and other
Own funds 2020/ 9 1,896
1896

works
Garment proofing center water, electricity and fire
Own funds 2020/ 7 1,611
1,611
protectionprojects
ERP storage host redundancy. Computers, etc. Own funds 2020/ 7 1,549
1,549
Automatic drawing-in machine for electrical

distribution and piping project. Washing and doup
Own funds 2020/ 7 1,465
1465

project. Inverter type air compressor,etc.
Firefighting deficiency improvement project Own funds 2021/ 3 1,580 1,580
8 sets of fully computerized yarn covering machine.
Own funds 2021/ 1 USD346
USD228

USD118
2 sets of weftyarn machine
  • (2) Expected benefits: In response to the change in market demand for products other than apparel and furniture products, functional fabric products are popular in the market, so we have purchased additional equipment to develop new products and improve product quality, which will increase order intake, improve gross profit and increase market competitiveness.

5. Re-investment policy, major reason for profit/loss of the last year, improvement plan and the investment plan for the coming year:

(1) The Company’s policy on re-investment

The Company has not engaged in investments in non-related industries. In addition to the investment cycle requirements of the internal control system, the Company also assists reinvestment companies in establishing appropriate internal control systems in accordance with the "Management of Related Party Transactions" and "Supervision and Management of Subsidiaries" regulations established by the Company, taking into account the local laws and regulations and the actual operating conditions of the reinvestment companies. Internal control system.

275

(2) Re-investment policy, major reason for profit/loss of the last year, improvement plan and the investment plan for the coming year:

As of Dec. 31, 2020; Unit: 1,000

Re-investment Company Invested Amount Recognized investment
income or loss of the
invested company for
the most recent year
Main reasons
for gains and
losses
Improvement
Plan
DE LICACY (SAMOA) HOLDINGS CO., LTD. 1,622,785 (188) None None
TUNG MING TEXTILE CO., LTD.(Note) -- 7,020 None None
WELL UNIQUE ENTERPRISE CO.,LTD. 102,588 7,549 None None
DE-FA INTERNATIONAL INDUSTRIAL CO.,LTD 59,878 (15,753) None None
CHADTEX INDUSTRIAL CO., LTD. 177,335 3,893 None None
BEST ALLIANCE INTERNATIONAL LIMITED USD 108,040,000 107,012 None None
VIEW BEST GLOBAL LIMITED USD 2,475,000 (14,797) None None
De Kao Trading Co., Ltd.(Note) -- (850) None None

Note: Prior to July 8, 2020, the Company was a subsidiary of the Company and is now a subsidiary of a related company, Fufa Company.

(3) Investment plans for the coming year: None.

6. Risk items, and the related analysis and evaluation of the recent years and as of the printing date of the annual report:

  • (1) Effects of Changes in Interest Rates, Foreign Exchange Rates and Inflation on Corporate Finance, and Future Response Measures during the recent years and as of the printing date of the annual report:

  • Effects of Changes in Interest Rates, Foreign Exchange Rates and and Future Response Measures:

The Company and Subsidiaries’s interest expense for the year 2019 and 2020 were NT$ 206,066 thousand and NT$177,717 thousand. The ratio of interest expense to net operating income was1.89% andand2.07% of net operating revenues.The Company's income was affected by the change in interest rate. Therefore, the Company also negotiates loan terms with various banks to obtain more favorable interest rates, and closely monitors the information on interest rate changes to evaluate and judge future interest rate trends. The Company also closely monitors the information on interest rate changes, evaluates the trend of future interest rates, and adjusts the short-, medium- and long-term financing limits according to the interest rate conditions in order to reduce the impact of interest rate changes on the Company's finances.

  1. Effects of Changes in Interest Rates, Foreign Exchange Rates and and Future Response Measures:

  2. (1) The Company is an export-oriented company, so changes in exchange rates have an impact on the Company’s revenue and profitability. For the years 2019 and 2020, the Company and its subsidiaries recognized exchange gains (losses) of $(61,644,000) and (219,941,000).

  3. (2) Since most of the Company's sales are denominated in U.S. dollars, exchange gains and losses are affected by fluctuations in the U.S. dollar. In order to effectively manage foreign currency positions, the Company and its subsidiaries have dedicated staff to observe exchange rate fluctuations at all times and refer to financial information provided by banks and investment institutions to keep abreast of exchange rate movements and trends. In addition, for the net position of foreign currency, we use presales of U.S. dollar forward foreign exchange to reduce the impact of foreign currency exchange risk on the Company's operation.

  4. Effects of Changes in Interest Rates, Foreign Exchange Rates and Inflation on Corporate Finance, and Future Response Measures:

The market prices of the Company and its subsidiaries' major raw materials, such as plastic and chemical materials, are affected by fluctuations in global oil and commodity prices. In times of rising raw material costs, the Company and its subsidiaries have

276

responded by increasing stockpiling to mitigate the impact of rising raw materials, continuously improving process capabilities to reduce production costs, and developing high value-added products to improve gross margins and reduce the impact of inflation. The Company and its subsidiaries keep an eye on the fluctuation of global oil and commodity market prices and provide relevant information to the management for decision making and review, so as to enhance the possibility of responding to cost changes and to avoid adverse effects on the Company due to inflation.

  • (2) 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 during the recent years and as of the printing date of the annual report:

  • The Company and its subsidiaries have always focused on their businesses and operated them in a pragmatic manner. The Company and its subsidiaries do not engage in high-risk, highly leveraged investments other than those focused on the respective business areas of the Company.

  • The Company and its subsidiaries have established the "Procedures for Lending Funds to Others" and "Procedures for Endorsements and Guarantees" as a management system to regulate the risks of lending funds and endorsements and guarantees to achieve the purpose of effectively controlling the operating risks of the Company and its subsidiaries.

  • In accordance with the amendment to “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” on 2019.03.07 by the Securities and Futures Commission of the Ministry of Finance, the Company amended the Company’s “Procedure for Lending Funds to Others” , approved by 2020 Shareholders Meeting. The execution of the loan of funds to others must follow the "Procedures for Loan of Funds to Others".

  • In accordance with the amendment to “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” on 2019.03.07 by the Securities and Futures Commission of the Ministry of Finance, the Company amended the Company’s “Procedure for Endorsements and guarantees” , approved by 2019 Shareholders Meeting. The execution of the endorsement guarantee operation must follow the “Procedure for Endorsements and guarantees”.

  • The Company and its subsidiaries have established “Procedures for the Acquisition or Disposal of Assets” as a basis for engaging in related transactions, approved by 2019 Shareholders Meeting. The Company and its subsidiaries entered into derivative financial instrument transactions primarily to hedge the risk of foreign currency assets and liabilities arising from fluctuations in exchange rates.108 and 109The financial assets and liabilities at fair value through profit or loss for the years 2019 and 2020, resulted in valuation (loss) gains and losses of34,715 thousand and($34,715 thousand) and(18,301) thousand.(18,301) thousand. The Company and its subsidiaries engage in the above-mentioned derivative instruments mainly for hedging purposes. Overall, the Company and its subsidiaries have not engaged in derivative transactions that have had a material adverse effect on the Company's financial position.

  • (3) Research and development expenses during the recent years and as of the printing date of the

  • annual report:

  • Future R&D plans:

Since our company was established, we have been developing our own research and development, cultivating research and development professionals, grasping the pulse of global market trends and combining the needs of end customers to carry out project research and development, mainly to develop functional fabrics that meet health needs. The main products are long fiber post-dyed or first dyed functional sports fabrics, outdoor sports special functional laminated products, post-dyed long and short fibers interwoven popular or functional fabrics, long and short fibers post-dyed or first dyed popular fabrics for men and women.

The Company actively participates in government-assisted industrial project cooperation programs and government-organized textile training courses, and sends its R&D staff to participate in international fabric exhibitions to learn the fashionable information of the market, so as to enhance the fashion sensitivity and innovative technology capability of the R&D staff of the Company and its subsidiaries, and to meet the

277

customer's needs in the direction of R&D. In the future, the Company and its subsidiaries will continue to invest in research and development to improve the competitiveness and advantages of products. In the future, the Company and its subsidiaries will continue to invest in research and development to enhance the competitiveness and advantages of our products. New products planned to be developed are detailed in the operation profileP.61~62The new products will be developed by the company.

  1. Estimated R&D expenses: The estimated R&D expenses for 2021 are NT$210,000 thousand.

  2. (4) Effects and Response to Changes in Domestic and Foreign Policies and Regulations Relating to

  3. Corporate Finance and Sales during the recent years and as of the printing date of the annual report:

The Company has not been subject to any significant domestic or foreign policy or legal changes in recent years that would affect the Company's financial and business operations. The Company has always complied with the regulations of relevant domestic and foreign laws and regulations, and pays close attention to policies and laws that may affect the Company's operations to ensure normal operations, and communicates with its accountants and attorneys at all times to plan countermeasures.

  • (5) Effects of and Response to Changes in Technology and the Industry Relating to Corporate

  • Finance and Sales during the recent years and as of the printing date of the annual report: None

  • (6) The Impact of Changes in Corporate Image on Corporate Risk Management, and the

  • Company’s Response Measures during the recent years and as of the printing date of the annual report: None

  • (7) Expected Benefits from, Risks Relating to and Response to Merger and Acquisition Plans during the recent years and as of the printing date of the annual report: None

  • (8) Expected Benefits from, Risks Relating to and Response to Factory Expansion Plans during the recent years and as of the printing date of the annual report: None

  • (9) Risks Relating to and Response to Excessive Concentration of Purchasing Sources and Excessive Customer Concentration during the recent years and as of the printing date of the annual report: None

  • (10) Effects of, Risks Relating to and Response to Large Share Transfers or Changes in Shareholdings by Directors, Supervisors, or Shareholders with Shareholdings of over 10% during the recent years and as of the printing date of the annual report: None

  • (11) Effects of, Risks Relating to and Response to the Changes in Management Rights during the recent years and as of the printing date of the annual report: None

  • (12) For the contentious or non-contentious events, it shall list the directors, general manager, substantial person in charge, and shareholders with more than 10% shareholding, as well as the major contentious and non continuous events or administrative litigation event related to the affiliates currently or in the past according to the judgment. For those that the result might show substantial influence on the shareholder’s equity or price of securities, it shall disclose its fact, target amount, start date of litigation, major involved parties and handling situation until the date of using the annual report: None

  • (13) Other significant risks and contingencies during the recent years and as of the printing date of the annual report: assessed to be free of information security risks.

278

7. Other important matters

1. Significant business events (last five years)

  • (1) Acquisition or merger of other companies

Our investment in Samoan Triad Holding Company (Samoan Triad Corporation) was mainly through re-investment of Somoa Victory Holdings (Victory Company, 100% shareholding) and indirect investment of British Virgin Islands Deyi International Co., Ltd. (Deyi Company, 100% shareholding); moreover, Deyi Company then make indirect investment of Hangzhou De Licacy Textile Company (Hangzhou De Licacy Company, 100% shareholding) and British Virgin Islands Eden Road International Company (Eden Road Company, 100% shareholding). The Board of Directors of the Company resolved on January 16, 2014 that Samoan De Licacy Company should make a direct investment in Deyi Company. Victory Company transferred the shares of its original investment in Deyi Company to Samoa De Licacy Company. This change in investment structure was approved by the Investment Review Committee of the Ministry of Economic Affairs on January 22, 2014. In 2014, the Company increased its investment in Somoa De Licacy Company by NT$123,488 thousand, which was approved by the Investment Commission of the Ministry of Economic Affairs on January 23, 2014. In 2017, 2018 and 2019, we increased our investment in Somoa De Licacy by US$1,345 thousand, US$4,301 thousand and US$4,440 thousand, and in 2018, we received US$9,230 thousand as a refund of capital reduction.

The investment in HSL China Metropolitan Fund I (GP) Ltd. (HSL Ltd., 16.67% shareholding) of US$297,155 thousand (US$5,000 thousand and RMB28,995 thousand) made by Somoa De Licacy, a subsidiar y, in November 2014 was transferred to available-for-sale financial assets on December 31, 2015. (HSL Ltd., 16.67% shareholding) of $297,155 thousand (US$5,000 thousand and RMB28,995 thousand) was transferred to available-for-sale financial assets on December 31, 2015. The fund was resolved by the fund committee to distribute the earnings on September 28, 2017, and the Consolidated Company recognized dividend income of $82,069 thousand (RMB18,000 thousand) in proportion to its shareholding, and recovered the investment principal of $275,100 thousand (RMB60,000 thousand) on September 30, 2017. This fund completed the liquidation process and distributed the remaining surplus on December 29, 2017.

In September 2014, the Company subscribed for a cash capital increase of $21,150 thousand in proportion to its shareholding in Fufa Company, and in October 2014, some shareholders of Fufa Company renounced their share options. In addition, the Company increased its shareholding from 45.3% to 49.48% (including the 50.7% shareholding of the consolidated subsidiary) by subscribing for additional cash capital of NT$18,983 thousand, and the Company has the ability to control Since October 2014, Fufa Company and its reinvestment in E TEXTILE CO., LTD., FAITH GAIN INVESTMENT LIMITED, Bright Wisdom Holdings Ltd. and Zhejiang Fufa Textile Limited are all included as subsidiaries of the Company. The Company remeasured its previously held interest in Fufa Company at its acquisition date fair value, resulting in a bargain purchase gain of $19,960 thousand, which is presented separately in the consolidated statements of income. The fair value was valued as of September 30, 2014 by Fengyi Asset Consulting Co., Ltd., an independent consultant that is not a related party, using the income approach supplemented by the cost and market approaches. In November 2014, the Company acquired another 6.26% of shares of Fufa Company from an unrelated party for $24,890 thousand, increasing its shareholding from 49.48% to 55.74%. On December 30, 2014, Bright Wisdom Holdings Ltd. acquired 80.769% of the shares of Total Express Ltd. for US$0.80769. Total Express Ltd. is mainly engaged in international trading business. Fufa Company approved the sale of 53.62% equity interest in Bright Wisdom Ltd. by its subsidiary FAITH GAIN Company for USD 5,630,000 and the indirect sale of Zhejiang Fufa Company and Total Express Ltd. to Deyi Company. This equity transfer was approved by the Investment Review Committee of the Ministry of Economic Affairs on December 22, 2017 and the equity transfer agreement was signed on December 27, 2017. Therefore, the transfer of ownership is an organizational reorganization under common control. In June 2019, the Company acquired 3.96% of Fufa Company from an unrelated party for $21,664 thousand, resulting in an increase in shareholding from 55.74% to

279

59.7%. Bright Wisdom Ltd. acquired 19.231% equity interest in Zhejiang Fufa Company and Total Express Ltd. from key management at the end of 2019 for $74,950,000 (US$2,500,000) (recorded as other payables - related parties). resulting in an increase in shareholding from 80.769% to 100%. On January 14, 2020, the board of directors approved the purchase of 1.22% of Fufa Company from its subsidiary Tung Ming Company for $6,633,000, resulting in an increase in shareholding from 59.7% to 60.92%. On June 19, 2020, the board of directors approved the sale of 35.94% of Fufa Company's shares (14,293 thousand shares to unrelated parties) for $195,227 thousand ($13.7 per share, net of securities transaction tax of $587 thousand), resulting in a decrease in shareholding to 24.98%. The transaction price was determined by reference to the equity value valuation report of EVERMORE CONSULTING CO., LTD., an independent nonrelated party, as of March 31, 2020, using the net equity method and the cost-benefit ratio method. The closing of the equity transfer between the seller and the buyer was completed on July 8, 2020, which resulted in the Consolidated Company losing control of Fufa Company and its subsidiaries.

In April 2014, the Company invested $85,000 thousand to establish REMOTEK CORPORATION with an unrelated party, holding 53.125% of the shares. REMOTEK CORPORATION is mainly engaged in the textile manufacturing, dyeing and finishing, and trading of various textile products. However, in October 2015, the shareholding ratio was reduced from 53.125% to 51.306% due to the non-subscription of cash capital increase of $43,031 thousand for REMOTEK CORPORATION in accordance with the shareholding ratio. In June 2016, the Company's shareholding ratio was reduced from 51.306% to 50.41% because the Company did not subscribe to REMOTEK CORPORATION's cash capital increase of $27,705 thousand in accordance with its shareholding ratio. Acquired 4.65% of REMOTEK CORPORATION from an unrelated party for $21,329 thousand in fiscal 2020, resulting in an increase in shareholding from 50.41% to 55.06%.

On April 28, 2015, Somoa De Licacy established Hao Wang Company (100% shareholding) with a capital of US$2,500 thousand, mainly for indirect investment in Changxing Fufa Company (100% shareholding). Approved by the Investment Review Committee of the Ministry of Economic Affairs on September 4, 2015. Changxing Fufa Company was liquidated on October 31, 2020 and the liquidation amount of $77,739 thousand (US$2,706 thousand) was remitted to Hao Wang Company for remittance to De LicacySomoa Company on November 30, 2020.

On November 25, 2015, the Company established De LicacyBVI Holding Company (100% shareholding) with a capital of US$1,766 thousand and indirectly invested in Victory Cayman (100% shareholding), mainly for indirect investment in VietnamDe Licacy Company (100% shareholding). The investment was approved by the Investment Review Committee of the Ministry of Economic Affairs on January 7, 2016. In 2016, 2017, 2018 and 2019, the Company will invest an additional US$15,350,000, US$59,720,000, US$17,604,000 and US$13,600,000, respectively, to indirectly invest in VietnamDe Licacy. And on January 13, 2017 and April 18, 2017, the board of directors resolved to capitalize VietnamDe Licacy with US$39,680,000 in debt for the purchase of machinery and equipment from VietnamDe Licacy by Textron Cayman. Of the indirect investment in Vietnam De Licacy, US$29,660 thousand, US$36,720 thousand and US$39,680 thousand were approved by the Investment Review Committee of the Ministry of Economic Affairs on October 18, 2017, April 20, 2018, March 7, 2019 and December 31, 2020, respectively, for review.

On December 28, 2015, the Company invested $5,100 thousand to establish Nan De Company with an unrelated party, in which the Company holds 51% of the shares. Nan De Company was established as Nan De SAMOA Company on March 23, 2016. Nan De SAMOA Company applied to the SAMOA Government Company Registry for delisting on November 13, 2017 as it no longer has actual operating activities and was dissolved as of the delisting date. Nan De Company was liquidated on August 31, 2018 by the shareholders' provisional resolution due to the absence of actual operating activities in recent years, and the base date of liquidation was October 2, 2018, and the Consolidated Company has refunded liquidation amounts of $393 thousand and $85 thousand in fiscal 2018 and 2019, respectively.

Somoa De Licacy Company established De Licacy Anguilla Company (100% shareholding) with a capital of US$4,905 thousand on March 14, 2016, mainly for the

280

purpose of reinvesting in ERA NOUVEAU INTERNATIONAL CO. (ERA NOUVEAU Company, 49% shareholding), which was approved by the Investment Review Committee of the Ministry of Economic Affairs on November 18, 2016. International Co., LTD. (ERA NOUVEAU Company).

In 2016, 2017, 2018, 2019 and 2020, Somoa De Licacy increased its investment in Poly Corporation by US$264 thousand, US$262 thousand, US$257 thousand, US$532 thousand and US$159 thousand, respectively, mainly for indirect investment in Perfect Step Investments (Perfect Step Ltd., 20% shareholding).

In December 2017, the Company invested US$1,105 thousand to establish Jingda Global Company (100% shareholding), and in July 2018, the Company invested an additional US$830 thousand mainly for indirect investment in Vietnam ATAGO Company (30% shareholding). In fiscal 2020, the Company increased its investment in Jingda Company by $15,622 thousand ($540 thousand), which was mainly used to lend funds to Vietnam AGATO Company, an affiliate, for its operation.

In 2017, Somoa De Licacy invested US$1,000,000 to establish Nutransfer (50% shareholding) with an unrelated party, because Somoa De Licacy has the power to appoint and dismiss a majority of the members of the board of directors of Nutransfer and has the ability to direct its relevant activities. Since Somoa De Licacy has the authority to appoint and dismiss more than half of the members of the board of directors of Nutransfer and has the ability to direct its activities, it is classified as a subsidiary, mainly for indirect investment in Nutransfer (Vietnam) (100% shareholding). In fiscal 2019, Somoa De Licacy increased its investment in De Hong Company (50% shareholding) by $500 thousand, mainly for indirect investment in De Hong (Vietnam) Company (100% shareholding).

On September 6, 2017, Somoa De Licacy invested US$100 thousand to establish New Lake (100% shareholding), which is mainly engaged in import and export trade, De LicacySomoa will invest an additional $174,300 thousand ($6,000 thousand) in New Lake in 2020 to repay the loan in U.S. dollars.

Somoa De Licacy Inc. established Star De Licacy Inc. on August 16, 2017 with a capital of US$165,000 with an unrelated party (50% shareholding). Deli Star International Limited is engaged in the general investment business. The Consolidated Company is a subsidiary because its financial and operating policies are directed by the Consolidated Company. Deli Star International Limited is expected to be automatically delisted by the Government of Anguilla in six months' time as the Consolidated Company returned $5,200,000 in liquidation on August 16, 2019, as it no longer has actual operating activities.

In August 2018, Somoa De Licacy recovered US$5,630 thousand from Deyi Company's capital reduction.

In April 2018, Somoa De Licacy invested US$11,920,000 to establish GLORY WEALTHY CORPORATION LIMITED (GLORY WEALTHY Company, 38% shareholding), which is an indirect investment in GLORY WEALTHY CORPORATION LIMITED. Company, 38% shareholding).

In November 2018, Deyi Company and Eden Road Company increased their investments in Bright Wisdom Ltd. by US$2,151 thousand and US$416 thousand, respectively, mainly to reinvest in Lucky Apex Ventures Limited (100% shareholding) and indirectly in Anqing Defa Company (100% shareholding). The investment was approved by the Investment Review Committee of the Ministry of Economic Affairs on October 30, 2018. Cash capital increase to be processed in June 2019. However, Tung Ming Company, Deyi Company and Eden Road Company were not recognized in proportion to their shareholdings, resulting in changes in their shareholdings in Bright Wisdom Ltd. of 5.22%, 45.85% and 20.23%, respectively. On January 14, 2020, the board of directors approved the acquisition of 5.22% and 20.23% of the shares of Bright Wisdom Ltd. from subsidiaries Tung Ming Company and Eden Road Company at US$1.0376 per share, respectively, by Deyi Company to indirectly As a result, the shareholding ratio increased from 45.85% to 71.3%. Therefore, the transfer of shareholding was an organizational restructuring under common control.

281

On June 28, 2019, the Company established Deguo Company (60% shareholding) with an unrelated party at a capital of $12,000 thousand, and Deguo Company is mainly engaged in general import and export trade. On March 12, 2020, the board of directors approved the sale of 60% of Deguo Company's shares to Fufa Company for $12,000 thousand, thus the transfer of shares was an organizational restructuring under a jointly controlled entity.

On April 20, 2020, the board of directors approved the sale of 91.28% of the equity interest in Tung Ming Company to Fufa Company, a subsidiary, for $258,989 thousand, thus the transfer of equity interest was a reorganization under a jointly controlled entity.

Bright Wisdom Ltd. acquired 19.231% equity interest in Zhejiang Fufa Company and Total Express Ltd. from key management at the end of 2019 for $74,950,000 (US$2,500,000), increasing the shareholding ratio from 80.769% to 100%.

On September 24, 2020, Bright Wisdom Ltd. acquired 100% of the shares of PCL TECHNOLOGIES, INC. from key management for $3,000,000 ($103,000). PCL TECHNOLOGIES, INC. is mainly engaged in general import and export trade. The Consolidated Company recognized goodwill of $552 thousand for the difference between the transfer consideration and the fair value. The fair value was based on the appraisal report of Eternal Asset Consulting Co., Ltd., an independent appraiser of unrelated parties, on the apportionment of corporate equity and acquisition price as of September 30, 2020, and the valuation method was the discounted cash flow method. On September 24, 2020, Bright Wisdom Ltd. increased its investment in PCL TECHNOLOGIES, INC. by $7,000 thousand (US$239 thousand). The above investment was approved by the Investment Review Committee of the Ministry of Economic Affairs on September 16, 2020, and was approved on October 27, 2020.

In March 2020, De Licacy Somoa Company indirectly invested $1,572,000 (US$50,000) in Hong Kong Eden Road Company, which is engaged in general import and export trade, through Deyi Company.

The Wanhao Company and Accuratech Company are companies to which the Consolidated Company has no material equity investment, but the Consolidated Company has control over the financial and operating policies of these companies, and therefore the Consolidated Company has control over them and they are included in the preparation of the consolidated financial statements. The Consolidated Company has established Wanhao (SAMOA) and Accuratech (SAMOA) Company in October 2020 to transfer the operating activities of the former Wanhao Company and Accuratech Company.

(2) demerger: None.

  • (3) Re-invested affiliated companies

Unit: NT$1,000 (or USD)

Unit: NT$1,000 Unit: NT$1,000 (or USD)
Re-invested businesses Main business Investment
Costs
Book Value Number of Shares Net value of
the equity
~~M~~arket
price
Accounting
Treatment
The recent year (2020)
Return on Investment
Shareholdings
Number of
shares (1,000)
Equity
Percentage
Investment
income or
loss

Distributed
Dividends
DE LICACY (SAMOA)
HOLDINGS CO., LTD.
(Note 1)
General Investment
Industry
1,622,785 3,393,211 52,604 100 3,497,273 None Equity-
method
(188) - None
TUNG MING TEXTILE CO.,
LTD. (Note 1)
Manufacture,
processing and
trading of chemical
fibers
- - - - 208,2968 None Equity-
method
7,020- - None
Lucky Unique Enterprise
Company.
(Note 1)
Manufacture and
processing of
various fiber textile
products
102,588 111,412 9,936 24.98 446,154 None Equity-
method
7,549 7,949 2,040
DE-FA INTERNATIONAL
INDUSTRIAL CO.,LTD
(Note 1)
General Import and
Export Trade
59,878 49,709 5,500 100 49,665 None Equity-
method
(15,753) - None
CHADTEX INDUSTRIAL
CO., LTD.
(Note 1)
Textile
manufacturing,
dyeing and finishing,
and trading of
various textile

177,335
239,702 18,931 55.06 435,745 None Equity-
method
3,893 31,198 None

282

products
DE LICACY OLDINGS
CO.,LTD .(Note 1)
General Investment
Industry
USD
108,040,000
3,012,615 27 100.00 3,020,823 None Equity-
method
107,012 - None
VIEW BEST GLOBAL
LIMITED(Note 1)
General Investment
Industry
USD
2,475,000
41,053 2,745 100.00 41,053 None Equity-
method
(14,796) - None
De Kao Trading Co., Ltd.
(Note 1)
General Import and
Export Trade
- - - - 695 None Equity-
method
(850) - None
Lucky Unique Enterprise
Company
(Note 2)
Manufacture and
processing of
various fiber textile
products
- - - - 446,154 None Equity-
method
87 - None
Bright Wisdom Holdings
Limited(Note 2)
General Investment
Industry
- - - - 867,281 None Equity-
method
101 - None
BEST ALLIANCE
INTERNATIONAL LIMITED.
(Note 3)

General Investment
Industry
1,397,855 2,377,922 37,900 100.00 2,341,572 None Equity-
method
94,631 - None
Vantage Gain Holdings
Limited.(Note 3)
General Investment
Industry
USD
6,501,742
154,512 6,502 73.33 210,708 None Equity-
method
(7,455) - None
HAO WANG
INVESTMENTS
LIMITED.(Note 3)
General Investment
Industry
- - - - - None Equity-
method
(13,062) - None
DE LICACY (ANGUILLA)
HOLDINGS CO., LTD.
(Note 3)
General Investment
Industry
USD
5,005,000
46,474 5,005 100.00 46,474 None Equity-
method
(46,468) - None
DE HONG HOLDINGS
CO.,LTD.(Note 3)
General Investment
Industry
USD
1,500,000
33,793 1,500 50.00 67,585 None Equity-
method
(4,803) - None
New Lake Ltd.
(Note 3)
General Import and
Export Trade
USD
6,100,000
296,860 6,100 100.00 296,860 None Equity-
method
1,452 - None
Beauty Plus Ventures.
Limited
(Note 3)
General Investment
Industry
USD
11,920,238
338,315 11,920 85.00 398,017 None Equity-
method
(12,443) - None
Eden Road
International Co., Ltd.
(Note 4)
General Import and
Export Trade
1,700 411 50 100.00 8,391 None Equity-
method
7,889 - None
Hangzhou Delicacy
Textile Co., Ltd.(Note 4)
Production and
sales of long and
short fiber fabric
processing and
finishing
USD
18,289,091
780,770
1,730,774 42,000 100.00 1,782,461 None Equity-
method
27,000 - None
Bright Wisdom Holdings
Limited
(Note 4)
General Investment
Industry
USD
14,902,500
474,038 14,903 53.22 867,281 None Equity-
method
6,067 - None
Hong Kong Eden Road
International Co.,Ltd.
(Note 4)
General Import and
Export Trade
USD
50,000
70,029 50 100.00 70,029 None Equity-
method
68,457 - None
Bright Wisdom Holdings
Limited(Note 5)
General Investment
Industry
- - - - 867,281 None Equity-
method
393- - None
Gain Faith Investment
Co.,Ltd.(Note 6)
General Investment
Industry

USD
6,190,000
218,141 6,190 100.00 218,141 None Equity-
method
21,708 - None
E Textile Co .,Ltd.
(Note 6)
Manufacture,
processing and
trading of various
fiber textileproducts
5,000 5,623 500 80.00 6,591 None Equity-
method
(2,700) - None
De Kao Trading Co., Ltd.
(Note 6)
General Import and
Export Trade
12,000 417 1,200 60.00 695 None Equity-
method
(8,029) - None
TUNG MING TEXTILE CO.,
LTD. (Note 6)
Manufacture,
processing and
trading of chemical
fibers
258,989 190,124- 15,280 91.28 208,296 None Equity-
method
11,323 - None
Total Express
Limited(Note 7)
International Trade
Business
USD
1
62,615 - 100 62,615 None Equity-
method
30,565 - None
APEX TEXTILE CO.,LTD
(Note 7)
Manufacture and
sale of textile
products and
dyeingand finishing
USD
3,000,000
35,400
193,570 13,000 53.22 363,695 None Equity-
method
(10,951) - None
LUCKY APEX VENTURES
LIMITED(Note 7)
General Investment
Industry

USD
14,655,000
429,371 14,655 100.00 429,371 None Equity-
method
(4,360) - None
Futures co., Ltd.(Note 7) General Import and
Export Trade
10,000 11,369 1,000 100.00 10,816 None Equity-
method
1,369 - None
Changxing Fufa Textile
Co., Ltd.(Note 8)
Manufacture,
dyeing and sales of
various high quality
fabrics
- - - - - None Equity-
method
(244) - None
DE SHEN (CAYMAN)
HOLDINGS CO., LTD
(Note 9)
General Investment
Industry
USD
108,032,701
3,020,787 108,032.70 100.00 3,020,787 None Equity-
method
104,372 - None
Vietnam DE LICACY
Industrial Co., Ltd.
(Note 10)
Printing, dyeing,
finishing, garment
manufacturing and
trading of various
textile and yarn
materials
USD
114,660,489.5

3,149,085
- 100.00 3,290,223 None Equity-
method
102,598 - None

283

Perfect Step Ltd.(Note 11) General Investment
Industry
USD
8,862,037
210,718 8,862 20.00 972,968 None Equity-
method
(10,096) - None
New Premium Enterprise
Co.,Ltd.(Note 12)
General Investment
Industry
USD
5,000,000
46,459 5,000 50.00 92,919 None Equity-
method
(464211) - None
DE HONG
INTERNATIONAL CO.,LTD
(DH).
(Note 13)
Printing and
finishing of various
types of garments
and cloths
USD
2,500,000
61,043 - 100.00 61,043 None Equity-
method
(3,026)
-
None
ATAGO GARMENT VIET
NAM CO., LTD(Note 14)
Garment
manufacturing and
tradingbusiness
USD
1,915,070
25,314 - 30.00 84,380 None Equity-
method
(14,531) - None
Plentiful Praise Limited
(Note 15)
General Investment
Industry
USD
14,023,848
399,151 - 38.00 1,050,398 None Equity-
method
(14,548) - None
APEX (ANQING)TEXTILE
CO.,LTD (Note 16)
Manufacture and
sale of various high
quality fabrics and
textiles
USD
10,400,000
164,027 10,400 53.22 308,188 None Equity-
method
(1,692) - None

Note1: Invested by De Licacy Industrial Co., Ltd.

  • (1)On April 20, 2020, the board of directors approved the sale of 91.28% of the equity interest in Tung Ming Company to Fufa Company, a subsidiary, for $258,989 thousand, thus the transfer of equity interest was a reorganization under a jointly controlled entity.

  • (2)On March 12, 2020, the board of directors approved the sale of 60% of Deguo Company to Fufa Company, a subsidiary, for $12,000 thousand, thus the transfer of ownership was an organizational restructuring under a jointly controlled entity.

  • Note 2: It was invested by Tung Ming Textile Company

  • Note 3: It was invested by De Licacy Somoa Holdings Limited

  • Note 4: It was invested by British Virgin Islands Deyi International Co., Ltd.

Note 5: It was invested by Eden Road International Limited

  • Note 6: It was invested by Fufa Industrial Company. On January 14, 2020, the board of directors approved the purchase of 1.22% of Fufa Company from its subsidiary Tung Ming Company for $6,633,000, resulting in an increase in shareholding from 59.7% to 60.92%. On June 19, 2020, the Board of Directors approved the sale of 35.94% of Fufa Company's shareholding, resulting in a decrease in shareholding to 24.98%. The closing of the equity transfer between the seller and the buyer was completed on July 8, 2020, which resulted in the Consolidated Company losing control of Fufa Company and its subsidiaries.

  • Note 7: It was invested by Bright Wisdom Holdings Limited

  • Note 8: It was invested by Hao Wang Investment Co., Ltd. The liquidation of Changxing Fufa Company was completed on October 31, 2020.

  • Note 9: It was invested by De LicacyBVI Holdings Limited

  • Note 10: It was invested by Victory (Cayman) Holdings Limited

  • Note 11: It was invested by Poly Developments And Holdings Group Co.,Ltd.

Note 12: It was invested by De Licacy(Anguilla) Holdings Limited

Note 13: It was invested by DE HONG HOLDINGS CO.,LTD.

Note 14: It was invested byJingda Global Limited

  • Note 15: It was invested byMega Ventures Co., Ltd.

Note 16: It was invested by Lucky Apex Ventures Limited

284

(4) Reorganization: None.

(5) Acquisition or disposal of significant assets:

On January 16, 2014, the Board of Directors of the Company entered into an agreement to dispose of the shares of Victory Company and Xinhao Company for the indirect sale of the shares of Shanghai De Licacy Company. Victory Company and Xinhao Company are general investment companies and Shanghai De Licacy Company is responsible for the production and sale of finished long fiber fabrics of the consolidated company. The Consolidated Company completed the transfer of ownership in May 2014, and the transfer of ownership between the buyer and seller was completed in December 2014, thus the Consolidated Company lost control over it.

Deying Company was dissolved in liquidation on May 11, 2016 by resolution of the shareholders' meeting as it had no actual operating activities in recent years. The liquidation base date was May 27, 2016, and the Consolidated Company recovered $9,190 thousand in liquidation in June 2016.

Nan De Clothing Industrial (SAMOA) Company applied for delisting from the SAMOA Government Companies Registry on 13 November 2017 as it no longer has actual operating activities and was dissolved with effect from the date of delisting.

The foreign fund investment is a prepaid investment in HSL Metropolitan Fund I of $297,155 thousand (US$5,000 thousand and RMB28,995 thousand, representing 16.67% of the total capital contribution) by Somoa De Licacy, a subsidiary, in November 2014. The fund was resolved by the fund committee to distribute the earnings on September 28, 2017, and the Consolidated Company recognized dividend income of $82,069 thousand (RMB 18,000 thousand) in proportion to its shareholding. As of September 30, 2017, the principal amount of the investment was $275,100,000 (RMB60,000,000). This fund completed the liquidation process and distributed the remaining surplus on December 29, 2017, and the Consolidated Company recognized a gain of $20,878 thousand from the disposal of investment based on the distributable surplus.

Nan De Industrial Limited was liquidated on August 31, 2018 by the shareholders' provisional resolution due to the absence of actual operating activities in recent years, and the liquidation base date was October 2, 2018. The Consolidated Company has returned $393 thousand in liquidation payments for the year ended December 31, 2018.

Deli Star Company has returned the liquidation amount of $5,200 thousand on August 16, 2019 because there is no longer actual operating activity. It is expected to be automatically delisted by the Anguilla government in six months.

On January 14, 2020, the board of directors approved the purchase of 1.22% of Fufa Company from its subsidiary Tung Ming Company for $6,633,000, resulting in an increase in shareholding from 59.7% to 60.92%. On March 12, 2020, the board of directors approved the sale of 60% of the shares held by Deguo Company to Fufa Company for $12,000 thousand. On April 20, 2020, the board of directors approved the sale of 91.28% of the shares held by Tung Ming Company to Fufa Company for $258,989 thousand. On June 19, 2020, the Board of Directors approved the sale of 35.94% of Fufa Company to an unrelated party for $195,227 thousand, resulting in a decrease in shareholding to 24.98%. The transaction price was determined by reference to the equity value valuation report of EVERMORE CONSULTING CO., LTD., an independent non-related party, as of March 31, 2020, using the net equity method and the cost-benefit ratio method. The closing of the equity transfer between the seller and the buyer was completed on July 8, 2020, which resulted in the Consolidated Company losing control of Fufa Company and its subsidiaries.

(6) Significant changes in the method of operation or business content: None.

285

VIII. Special Disclosure

(1) Summary of Affiliated Companies:

( )Consolidated Business Reports of Affiliated Companies

==> picture [814 x 316] intentionally omitted <==

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

1. Organizational Chart of Affiliated Companies:
De Licacy Industrial Co., Ltd.
55.06% 100% 100% 100% 100%
CHADTEX Samoa De Licacy Industrial Co., Ltd. DE-FA DE LICACY VIEW BEST
INTERNATIONAL
INDUSTRIAL 100% 100% 50% 100% 100% 85% 73.33% INDUSTRIAL INDUSTRIAL GLOBAL
CO., LTD. CO.,LTD CO., LTD. LIMITED
LIMITED
BEST ALLIANCE INTERNATIONAL LIMITED HAO WANG DE HONG NEW LAKE DE LICACY BEAUTY Vantage 100%
INVESTMENTS HOLDINGS LIMITED (ANGUILLA) PLUS Gain
LIMITED CO.,LTD HOLDINGS VENTURES Holdings DE SHEN
53.22% 100.% 100% 100% CO., LTD. LIMITED Limited
(CAYMAN)
100% 100% HOLDINGS
CO.Ltd.
BRIGHT WISDOM HOLDINGS EDEN ROAD HONG KONG HANGZHOU CHANGXIN DE HONG
LIMITED INTERNATIONAL LTD INTERNATIONAL EDEN ROAD DE LICACY TEXTILE FUFA TEXTILE CO., LTD. INTERNATIONAL
LTD CO.,LTD. CO.,LTD (Vietnam) 100%
100.% 100% 100% 100% VIETNAM DE LICACY
INDUSTRIAL CO., LTD
Futures TOTAL APEX TEXTILE LUCKY APEX VENTURES LIMITED
co., Ltd EXPRESS CO.,LTD
LTD.
100%
APEX (ANQING)TEXTILE CO.,LTD
----- End of picture text -----

286

2. Profile of each Affiliated Companies:

Unit: NT$1000

Unit: NT$1000
Enterprise Name Date of
Incorporation
Address Paid-in Capital Main business or production items
BEST ALLIANCE INTERNATIONAL
LIMITED
1997/04/29 P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola,
British Virgin Islands
1,397,855 General Investment Industry
HANGZHOU DE LICACY TEXTILE
CO.,LTD
1997/06/24 Xiasha Economic and Technological Development Zone, Hangzhou,
Zhejiang,ChinaM-12-3-1
1,196,160 Production and sales of long and short fiber fabric
processingand finishing
TUNG MING TEXTILE CO., LTD. 1968/02/01 Section 3, Changxing Road, Lujhu Township, Taoyuan
County219LaneNo.13No. 13,Lane 219,Sec. 3,ChangHsingRd.
167,400 Manufacture, processing and trading of chemical
fibers
DE LICACY (SAMOA) HOLDINGS CO.,
LTD
2002/06/24 P.O. Box 217, Apia, Samoa 1,622,785 General Investment Industry
DE-FA INTERNATIONAL INDUSTRIAL
CO.,LTD.
1997/12/01 10F,No.188,Sec.5,Nanjing East Road, Songshan District, Taipei City,
Taiwan
55,000 General Import and Export Trade
EDEN ROAD INTERNATIONAL LTD. 1997/08/22 P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola,
British Virgin Islands
1,424 General Import and Export Trade
CHADTEX INDUSTRIAL CO., LTD. 2004/04/10 No. 240, Sanshe Village, Xinshi Dist., Tainan City 343,824 Textile manufacturing, dyeing and finishing, and
tradingof various textileproducts
Vantage Gain Holdings Limited 2004/04/14 P.O.BOX 1225 , Apia , Samoa 252,515 General Investment Industry
E TEXTILE CO., LTD. 2009/06/11 2F-1, No. 42, Lane 32, Lane 245, Sec. 4, Bade Road, Songshan District,
Taipei City,Taiwan
6,250 Manufacture, processing and trading of various
fiber textileproducts
Gain Faith Investments Ltd 2006/11/24 P.O.BOX 217,APIA,SAMOA 113,861 General Investment Industry
BRIGHT WISDOM HOLDINGS LIMITED 2003/12/23 P.O.BOX 217,APIA,SAMOA 797,440 General Investment Industry
APEX TEXTILE CO.,LTD 2006/12/21 167-171 WO YI HOP RD,7/F,FLAT A,KINGSWAY IND,BUILD 370,240 Manufacture and sale of textile products and
dyeingand finishing
TOTAL EXPRESS LTD 2008/01/30 P.O. BOX 1239, OFFSHORE INCORPORATIONS CENTRE, VICTORIA,
MAHE',REPUBLIC OF SEYCHELLES
-- International Trade Business
Lucky Unique Enterprise Company 1984/04/25 No. 17, Jianye Road, Erzhenli, Guantian District, Tainan City 397,692 Manufacture and processing of various fiber textile
products
AO WANG NVESTMENTS LIMITED 2015/04/28 P.O. Box 217,Apia,Samoa -- General Investment Industry
De Licacy (Anguilla) Holdings Co., Ltd. 2015/10/16 P.O.Box 850 Offshore Incorporations Centre
The ValleyAnguilla Vritish West Indies
142,542 General Investment Industry
Changxing Fufa Textile Co., Ltd. 2015/07/08 Industrial Park in Hongqiao Town, Changxing County -- Manufacture, dyeing and sales of various high
qualityfabrics and textiles
DE LICACY OLDINGS CO., LTD. 2015/09/23 P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola,
British Virgin Island
3,076,979 General Investment Industry
DE SHEN (CAYMAN) HOLDINGS CO.,
LTD.
2015/10/09 P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola,
British Virgin Islands
3,076,771 General Investment Industry
VIETNAM DE LICACY INDUSTRIAL CO., 2015/10/07 Plot A_10_CN,Bao PangIndustrial Zone,Bao PangCounty,Binh Duong 3,265,531 Printing,dyeing,finishing, garment manufacturing

287

LTD Province and tradingof various textile andyarn materials
DE HONG HOLDINGS CO.,LTD 2017/01/27 P.O. Box 217,Apia,Samoa 85,440 General Investment Industry
New Lake Ltd. 2017/02/15 Vistra Corporate Services Centre, Albert Lake Drive, The
Valley,Anguilla,British West Indies.
173,728 General Import and Export Trade
Deli Star International Limited 2017/07/28 Vistra Corporate Services Centre, Albert Lake Drive, The
Valley,Anguilla,British West Indies.
-- General Investment Industry
VIEW BEST GLOBAL LIMITED 2017/08/18 Ground Floor NPF Building,Beach Road,Apia,Samoa 70,488 General Investment Industry
DE HONG INTERNATIONAL CO.,LTD
(DH)
2017/09/11 P.O. Box 217, Apia, Samoa 71,200
Printing and finishing of various types of garments
and cloths
LUCKY APEX VENTURES LIMITED 2017/09/18 Ground Floor NPF Building,Beach Road,Apia,Samoa 417,374 General Investment Industry
APEX (ANQING)TEXTILE CO.,LTD 2018/01/08 No.6, Lianxing Village, Yingjiang District, Anqing City,
Anhui Province,China

296,192
Manufacture and sale of various high quality
fabrics and textiles
Beauty Plus Ventures. Limited 2018/03/26 Vistra Corporate Services Centre, Wickhams Cay II Road
Town,Tortola,VG1110,British Virgin Islands

399,398
General Investment Industry
De Kao Trading Co., Ltd. 2019/07/11 10F, No. 188, Section 5, Nanjing East Road, Taipei City 20,000
Printing, dyeing, finishing, garment manufacturing
and tradingof various textile andyarn materials
Hong Kong Edin Roda International
Co.,Ltd.
2019/11/18 Room 1902, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay,
HongKong
1,424 General Import and Export Trade
FUTURUS CO., LTD. 2020/04/22 5F-3, No. 188, Sec. 5, Nanjing East Road, Songshan
District, Taipei City, Taiwan

10,000
General Import and Export Trade
  1. Information on the same shareholders presumed to have a relationship of control and subordination: None.

  2. The businesses covered by the affiliated companies are: plaid, blended, jacquard, bubble, stretch, chemical fiber, polyester cotton, silk, satin, etc. The Company is engaged in various textile, manufacturing, dyeing and finishing, trading, general import and export business, and general investment business, etc.

  3. Information on directors, supervisors and general managers of affiliated companies

Name of the Company Title(Note 1) Name or representative Shareholdings(Note 2)(Note 3)
Number of shares
Shareholding
%
Shareholdings(Note 2)(Note 3)
Number of shares
Shareholding
%
Shareholding
%
BEST ALLIANCE INTERNATIONAL LIMITED Responsible person
Institutional Director
Representative of Institutional Director

YEH, FU-LIN
Samoa De Licacy Industrial Co., Ltd.
YEH,FU-LIN
0 shares
33,000,000 shares
0 shares



0.00%
100.00%
0.00%
HANGZHOU DE LICACY TEXTILE CO.,LTD Responsible person
General Manager
Institutional Director
Representative of Institutional Director
Representative of Institutional Director


YEH, FU-LIN
SUN,TUNG-TUNG
Deyi International Co., Ltd.
YEH, FU-LIN
YEH,CHIA-MING
0 shares
0 shares
33,000,000 shares
0 shares
0 shares
0.00%
0.00%
100.00%
0.00%
0.00%

288

Representative of Institutional Director
Representative of Institutional Director
Representative of Institutional Director
Institutional Supervisor
Representative of Institutional
Supervisor
Representative of Institutional
Supervisor
Representative of Institutional
Supervisor



YEH,CHIA-HAO
YEH,WEI-LI
SUN,TUNG-TUNG
Deyi International Co., Ltd.
KUO,CHUN-HSIUNG
YU,I-NENG
YEH,SHU-JEN
0 shares
0 shares
0 shares
0 shares
0 shares
0 shares
0 shares
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
TUNG MING TEXTILE CO., LTD. Responsible person
General Manager
Institutional Director
Representative of Institutional Director
Representative of Institutional Director
Representative of Institutional Director
Institutional Supervisor



YEH,CHIA-MING
KUO,CHUN-HSIUNG
WELL UNIQUE ENTERPRISE CO., LTD.
YEH,CHIA-MING
YEH,CHIA-HAO
KUO,CHUN-HSIUNG
YU,I-NENG
0 shares
0 shares
15,279,600 shares
0 shares
0 shares
0 shares
0 shares
0.00%
0.00%
91.28%
0.00%
0.00%
0.00%
0.00%
De Licacy Samoa Industrial Co., Ltd. Responsible person
Institutional Director
Representative of Institutional Director

YEH, FU-LIN
DE LICACY INDUSTRIAL CO., LTD.
YEH,FU-LIN
--
52,604,382 shares
--
0.00%
100.00%
0.00%
DE-FA INTERNATIONAL INDUSTRIAL CO.,
LTD.
Responsible person
Institutional Director
Representative of Institutional Director
Representative of Institutional Director
Representative of Institutional Director
Institutional Supervisor
Representative
of
Institutional
Supervisor




YEH,CHIA-MING
DE LICACY INDUSTRIAL CO., LTD.
YEH,CHIA-MING
YEH, FU-LIN
YEH,CHIA-HAO
DE LICACY INDUSTRIAL CO., LTD.
YEH,WEI-LI
0 shares
5,500,000 shares
0 shares
0 shares
0 shares
0 shares
0 shares
0.00%
100.00%
0.00%
0.00%
0.00%
0.00%
0.00%
Edem Road International Co., Ltd. Responsible person
Institutional Director
Representative of Institutional Director

YEH,CHIA-MING
Deyi International Co., Ltd.
YEH,CHIA-MING
--
50,000 shares
--
0.00%
100.00%
0.00%
CHADTEX INDUSTRIAL CO., LTD. Responsible person
Institutional Director
Representative of Institutional Director
Representative of Institutional Director
Institutional Director
Representative of Institutional Director



KUO,CHUN-HSIUNG
DE LICACY INDUSTRIAL CO., LTD.
KUO,CHUN-HSIUNG
YEH,WEI-LI
CHIA HER INDUSTRIAL CO., LTD.
WENG,MAO-CHUNG
0 shares
18,931,098 shares
0 shares
0 shares
11,540,337 shares
0 shares
0.00%
55.06%
0.00%
0.00%
33.56%
0.00%

289

Supervisor WENG,MAO-CHIN 0 shares 0.00%
Vantage Gain Holdings Limited Responsible person
Institutional Director
Representative of Institutional Director

YEH, FU-LIN
Samoa De Licacy Industrial Co., Ltd.
YEH,FU-LIN
0 shares
0 shares
0 shares
0.00%
0.00%
0.00%
E TEXTILE CO., LTD. Responsible person
Institutional Director
Representative of Institutional Director
Representative of Institutional Director
Representative of Institutional Director
Supervisor



KUO,CHUN-HSIUNG
WELL UNIQUE ENTERPRISE CO., LTD.
KUO,CHUN-HSIUNG
YEH,CHIA-MING
WU,HUI-CHEN
TSAI,CHI-HSIU
0 shares
500,000 shares
0 shares
0 shares
0 shares
0 shares
0.00%
80.00%
0.00%
0.00%
0.00%
0.00%
Apex Textile Co.,Ltd. Responsible person
Institutional Director
Representative of Institutional Director
Representative of Institutional Director
Representative of Institutional Director
Representative of Institutional Director
Representative of Institutional
Supervisor
Institutional Supervisor
Institutional Supervisor




YEH,CHIA-HAO
Budweiden Holdings Ltd.
YEH,CHIA-HAO
YEH,CHIA-MING
YEH,WEI-LI
YEH,SHU-JEN
Budweiden Holdings Ltd.
KUO,CHUN-HSIUNG
TSAI,WEI-CHEN
0 shares
10,500,000 shares
0 shares
0 shares
0 shares
0 shares
0 shares
0 shares
0 shares
0.00%
80.77%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
Lucky Unique Enterprise Company Responsible person
Institutional Director
Representative of Institutional Director
Representative of Institutional Director
Institutional Director
Representative of Institutional Director
Representative of Institutional Director
Directors
Institutional Supervisor
Representative of Institutional
Supervisor
Representative of Institutional
Supervisor


KUO,CHE-YU
CONHERB Investment Co.
KUO,CHE-YU
WANG,KUO-TUNG
Yongyi Investment Co., Ltd.
KUO,CHUN-HSIUNG
SU,CHIN-WEN
YEH,CHIA-MING
DE LICACY INDUSTRIAL CO., LTD.
YU,I-NENG
TSAI,CHI-HSIU
0 shares
14,2293,000 shares
0 shares
0 shares
10,704,541 shares
0 shares
0 shares
0 shares
9,936,207 shares
0 shares
0 shares
0%
35.94%
0%
0%
26.92%
0%
0%
0%
24.98%
0%
0%
Gain Faith Investments Ltd Responsible person
Directors
Directors
YEH,CHIA-MING
YEH,CHIA-MING
KUO,CHUN-HSIUNG
0 shares
0 shares
0 shares
0.00%
0.00%
0.00%
BRIGHT WISDOM HOLDINGS LIMITED Responsibleperson YEH,CHIA-HAO 0 shares 0.00%

290

Directors
Directors
YEH,CHIA-HAO
YEH,SHU-JEN
0 shares
0 shares
0.00%
0.00%
TOTAL EXPRESS LTD Responsible person
Directors
Directors
YEH,CHIA-HAO
YEH,CHIA-HAO
YEH,SHU-JEN
0 shares
0 shares
0 shares
0.00%
0.00%
0.00%
De Licacy (Anguilla) Holdings Co., Ltd. Responsible person
Institutional Director
YEH,CHIA-MING
Samoa De Licacy Industrial Co., Ltd.
0 shares 0.00%
100.00%
Hao Wang Investment Co., Ltd. Responsible person
Institutional Director
YEH, FU-LIN
Samoa De LicacyIndustrial Co.,Ltd.
0 shares
USD2,500,000
0.00%
100.00%
Changxing Apex Textile Co.,Ltd. Responsible person
Institutional Director
YEH,CHIA-HAO
Hao WangInvestment Co.,Ltd.
0 shares
USD2,500,000
0.00%
100.00%
DE LICACY OLDINGS CO., LTD. Responsible person
Institutional Director
YEH,CHIA-MING
DE LICACY INDUSTRIAL CO.,LTD.
0 shares
USD108,040,000
0.00%
100.00%
DE SHEN (CAYMAN) HOLDINGS CO., LTD Responsible person
Institutional Director
YEH,CHIA-MING
De Licacy BVI Holdings Limited
0 shares
USD108,032,700,860 sh
ares
0.00%
100.00%
VIETNAM DE LICACY INDUSTRIAL CO., LTD Responsible person
Institutional Director
YEH,WEI-LI
VictoryCayman Holdings Co.,Ltd.
0 shares
USD106,060,489.50
0.00%
100.00%
DE HONG HOLDINGS CO.,LTD. Responsible person
Institutional Director
Directors
Directors
Directors
YEH,CHIA-MING
Samoa De Licacy Industrial Co., Ltd.
HSIAO,YU-SHAN
HSIAO,YIN-CHEN
YEH,WEI-LI
0 shares
USD1,500,000 shares
0 shares
0 shares
0 shares
0.00%
50.00%
0.00%
0.00%
0.00%
New Lake Ltd. Responsible person
Institutional Director
Representative of Institutional Director
YEH,CHIA-MING
Samoa De Licacy Industrial Co., Ltd.
YEH,CHIA-MING
0 shares
USD100,000 shares
0 shares
0.00%
100.00%
0.00%
Deli Star International Limited Responsible person
Institutional Director
Representative of Institutional Director
Representative of Institutional Director
Representative of Institutional Director
KUO,CHUN-HSIUNG
Samoa De Licacy Industrial Co., Ltd.
YEH,CHIA-MING
KUO,CHUN-HSIUNG
YEH,FU-LIN
0 shares
USD0 shares
0 shares
0 shares
0 shares
0.00%
0.00%
0.00%
0.00%
0.00%
VIEW BEST GLOBAL LIMITED Responsible person
Directors
Institutional Director
YEH,CHIA-MING
YEH,CHIA-MING
DE LICACY INDUSTRIAL CO.,LTD.
0 shares
0 shares
USD1,935,000 shares
0.00%
0.00%
100.00%
DE HONG INTERNATIONAL CO.,LTD (DH) Responsible person
Institutional Director
KUO,CHUN-HSIUNG
DE HONG HOLDINGS CO.,LTD.
0 shares
USD2,500,000
0.00%
100.00%

291

BEAUTY PLUS VENTURES LIMITED Responsible person
Directors
Directors
Directors
Directors
Directors
YEH,CHIA-MING
Samoa De Licacy Industrial Co., Ltd.
CHO SIU KWAN
YEH,CHIA-MING
YEH,CHIA-HAO
YEH,WEI-LI
0 shares
USD11,920,238 shares
0 shares
0 shares
0 shares
0 shares
0.00%
85.00%
0.00%
0.00%
0.00%
0.00%
LUCKY APEX VENTURES LIMITED Responsible person
Institutional Director
YEH,CHIA-HAO
Budweiden Holdings Ltd.
0 shares
USD14,655,000 shares
0.00%
100.00%
APEX (ANQING)TEXTILE CO.,LTD Responsible person
Institutional Director
YEH,CHIA-HAO
LUCKY APEX VENTURES LIMITED
0 shares
USD14,655,000 shares
0.00%
100.00%
De Kao Trading Co., Ltd. Responsible person
Institutional Director
Representative of Institutional Director
Representative of Institutional Director
Supervisor


KUO,CHUN-HSIUNG
WELL UNIQUE ENTERPRISE CO., LTD.
YEH,CHIA-MING
WANG,KUO-TUNG
YU,I-NENG
0 shares
1,200,000 shares
0 shares
200,000 shares
0.00%
60%
0%
10%
0%
Hong Kong Edem Road International Co.,
Ltd.
Responsible person
Institutional Director
Representative of Institutional Director

YEH,CHIA-MING
Deyi International Co., Ltd.
YEH,CHIA-MING
--
50,000 shares
--
0.00%
100.00%
0.00%
FUTURUS CO., LTD. Responsible person
Institutional Director
YEH,CHIA-HAO
Samoa BRIGHT WISDOM HOLDINGS LOMITED
0 shares
1,000,000 shares
0.00%
100.00%

Note1: If the affiliated company is a foreign company, the position is listed as equivalent.

Note2: If the investee company is a limited company, please enter the number of shares and the percentage of shareholding; for others, please enter the amount of capital and the percentage of capital contribution and specify.

Note3: If the director or supervisor is a legal entity, the relevant information of the representative should be disclosed.

292

6. Business Overview of Affiliates

$1000

. Business Overview of Affiliates
Unit: NT$1000
Name of the Company Capital Total assets Total
liabilities
Net Value Operating
revenue
Operating profit
(losses)
Net income (loss)
(after tax)
Net earnings per share
(NT$)(after-tax)
BEST ALLIANCE INTERNATIONAL LIMITED
HANGZHOU DE LICACY TEXTILE CO.,LTD.
TUNG MING TEXTILE CO., LTD.
De Licacy Samoa Industrial Co., Ltd.
DE-FA INTERNATIONAL INDUSTRIAL CO.,LTD
EDEN ROAD INTERNATIONAL LTD.
De Licacy (Anguilla) Holdings Co., Ltd.
CHADTEX INDUSTRIAL CO., LTD.
Vantage Gain Holdings Limited
E TEXTILE CO., LTD.
Gain Faith Investments Ltd
BRIGHT WISDOM HOLDINGS LIMITED
APEX TEXTILE CO.,LTD
TOTAL EXPRESS LTD.
Lucky Unique Enterprise Company
DE LICACY OLDINGS CO., LTD.
DE SHEN (CAYMAN) HOLDINGS CO., LTD
VIETNAM DE LICACY INDUSTRIAL CO., LTD
DE HONG HOLDINGS CO.,LTD.
NEW LAKE LTD
VIEW BEST GLOBAL LIMITED
DE HONG INTERNATIONAL CO.,LTD (DH)
BEAUTY PLUS VENTURES LIMITED
LUCKY APEX VENTURES LIMITED
APEX (ANQING)TEXTILE CO.,LTD
De Kao Trading Co., Ltd.
Futures co., Ltd.
Hong Kong Eden Road International Co., Ltd.
Hao Wang Investment Co., Ltd.
ChangxingApex Textile Co.,Ltd.
1,237,392
1,415,361
167,400
1,622,785
55,000
1,700
164,083
343,824
273,907
6,250
113,861
855,830
425,846
--
397,692
3,321,829
3,321,603
3,571,192
91,305
177,302
74,168
76,195
419,648
417,374
296,192
20,000
10,000
1,572
--
--
2,416,263
2,626,009
322,247
3,514,357
274,389
144,444
46,474
492,118
210,725
23,096
222,128
867,281
1,588,567
256,986
1,400,026
3,020,864
3,384,053
5,093,281
81,566
1,098,441
41,056
88,384
399,376
429,371
948,840
63,156
13,868
275,812
--
--
74,691
843,548
113,951
17,084
224,724
136,053
--
56,373
17
16,505
3,987
-
1,224,872
194,371
953,872
41
363,266
1,803,058
13,981
801,581
3
27,341
1,359
--
640,652
62,461
3,052
205,783
--
--
2,341,572
1,782,461
208,296
3,497,273
49,665
8,391
46,474
435,745
210,708
6,591
218,141
867,821
363,695
62,615
446,154
3,020,823
3,020,787
3,290,223
67,585
296,860
41,053
61,043
398,017
429,371
308,188
695
10,816
70,029
--
--
--
1,775,507
330,393
--
68,983
276,609
--
301,391
--
55,474
--
--
1,401,011
985,530
614,595
--
--
2,033,467
8,188
2,059,670
--
22,611
--
--
238,399
56,758
21,040
403,045
--
--
(107)
30,561
16,930
(97)
(9,650)
11,013
(46)
(30,162)
(46)
(3,936)
(1,205)
--
2,040
30,565
(4,016)
(43)
(2,029)
112,591
(5,763)
1,059
(41)
(5,847)
(91)
--
(10,766)
(4,782)
1,871
70,740
(9)
(103))
95,803
25,885
20,0950
(1,033)
(15,763)
6,438
(46,468)
6,424
(10,153)
(3,375)
21,708
9,523
(18,042)
29,687
15,285
104,327
104,372
91,331
(9,606)
1,452
(14,797)
(3,026)
(14,638)
(4,560)
(4,361)
(14,799)
816
68,457
(13,062)
(244)
2.53
0.62
1.20
(0.02)
(2.87)
(128.76)
(9.28)
(0.19)
(1.15)
(5.40)
(3.51)
0.34
(1.39)
--
0.38
0.97
--
--
(3.20)
0.24
(5.98)
--
(1.04)
(0.30)
(0.42)
(7.40)
0.82
1,369.14
(5.22)
--

Note 1: All affiliated companies should be disclosed regardless of their size. Note 2: If the related party is a foreign company, the relevant figures should be presented in New Taiwan dollars using the exchange rate as of the reporting date.

293

( )Consolidated Financial Statements of Affiliated Companies:

For the year 2020 (from January 1, 2020 to December 31, 2020), the companies that should be included in the preparation of consolidated financial statements of affiliated companies in accordance with the “Regulations Governing the Preparation of Consolidated Statements of Operations of Affiliated Companies, Consolidated Financial Statements of Affiliated Companies, and Related Party Reports” are the same as those that should be included in the preparation of consolidated financial statements of parent and subsidiary companies in accordance with SFAS No. 7. The information required to be disclosed in the consolidated financial statements of the related companies has been disclosed in the consolidated financial statements of the former parent and subsidiary. Hence, the Company will not prepare separate consolidated financial statements of affiliated companies.

( ) Affiliation Reports: Not applicable.

  1. Private Placement Securities during the most recent fiscal year as well as the current fiscal year up to the date of publication of the annual report: None.

  2. Holding or Disposal of the Company’s Shares by Affiliated Companies

during the most recent fiscal year as well as the current fiscal year up to the date of publication of the annual report: None.

  1. Other Necessary Supplementary Notes: None

294

  • IX. In the event of any matter which has had a significant impact on shareholders rights or the price for the securities referred to Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act during the most recent fiscal year as well as the current fiscal year up to the date of publication of the annual report, items should be stated in order: None.

295

DE LICACY INDUSTRIAL CO., LTD.

Chairman YEH,CHIA-MING

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