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EDT — Annual Report 2021
Jun 22, 2022
52271_rns_2022-06-22_80cb01e0-8b9e-4973-8077-21b80ecdc59c.pdf
Annual Report
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Stock Code: 3038
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Emerging Display Technologies Corp. Annual Report 2021
Notes to Readers
This English-version annual report is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.
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Taiwan Stock Exchange Market Observation Post System: https://mops.twse.com.tw
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Annual Report is available at: https://www.edtc.com
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Printed on April 25, 2022
Spokesperson and Deputy Spokesperson
Name: Hsieh, Wen-Hsiung Kuo, Kun-He Title: Vice President of Chairman’s Office Deputy Manager of Finance Dept. Tel: 886-7-812-4832 ext. 1689 886-7-812-4832 ext. 3005 E-mail: [email protected] [email protected]
Headquarters, Branches and Plant
Headquarters: No. 5, Central 1[st] Road, Cianjhen Dist., Kaohsiung, Taiwan, R.O.C. Plant: No. 5, South 3[rd] Road, Cianjhen Dist., Kaohsiung, Taiwan, R.O.C. Tel: 886-7-812-4832
Stock Transfer Agent
Yuanta Securities - Stock Transfer Agent
Address: B1F, No. 210, Sec. 3, Chengde Rd., Taipei, Taiwan Tel: 886-2-2586-5859 Website: https://www.yuanta.com.tw
Auditors
KPMG
Auditors: Po Jen, Yang / Yen Ta, Su Address: 12F.-6, No. 211, Chung Cheng 4[th] Rd., Kaohsiung, Taiwan Tel: 886-7-213-0888 Website: https://home.kpmg/tw
Overseas Securities Exchange
Not Applicable.
Corporate Website
https://www.edtc.com
Contents
| I. Letter to Shareholders…………………………………………………………….…….. | 1 |
|---|---|
| II. Company Profile | |
| 2.1 Date of incorporation………………………………………….……………………... | 6 |
| 2.2 Company history………………………………………………….……………….…. | 6 |
| III. Corporate Governance Report | |
| 3.1 Organization……………………………………………….……………………….…. | 8 |
| 3.2 Directors and management team……………...……………………..…………….. | 11 |
| 3.3 Remuneration to ordinary directors, independent directors, supervisors, | |
| general manager, and assistant general managers…...…………………………. | 16 |
| 3.4 Implementation of corporate governance…………….………………………....... | 20 |
| 3.5 Information on CPA (external auditor) professional fees………………………… | 53 |
| 3.6 Information on replacement of CPA……………….………………………………. | 53 |
| 3.7 The company’s chairperson, general manager, or any managerial officer in | |
| charge of finance or accounting matters has in the most recent year held a | |
| position at the accounting firm of its certified public accountant or at an | |
| affiliated enterprise of such accounting firm………………………………….... | 53 |
| 3.8 Changes in shareholding of directors, supervisors, managerial officers, and | |
| major shareholders………………..……………………………...…………………. | 54 |
| 3.9 Relationships among the top 10 shareholders…………………...……………….. | 55 |
| 3.10 Total ownership of shares in investee enterprises……………...………………. | 55 |
| IV. Capital Overview | |
| 4.1 Capital and shares……………………………………….…………………...……… | 56 |
| 4.2 Issuance of corporate bonds………………………………………………………. | 62 |
| 4.3 Preferred shares……………………………………….…………………………….. | 62 |
| 4.4 Global depository receipts…………………….……………………………………. | 62 |
| 4.5 Status of employee stock options…………………………………………………. | 62 |
| 4.6 Status of employee retricted stock…………….………………………………….. | 62 |
| 4.7 Status of new shares issuance in connection with mergers and acquisitions.. | 62 |
| 4.8 Financing plans and implementation…………..………..……………………..….. | 62 |
| V. Operational Highlights | |
| 5.1 Business activities………………………………….……………….…..…………… | 63 |
| 5.2 Market and sales overview………………………………………………………… | 69 |
| 5.3 Employee statistics………………………………………………….……………… | 76 |
| 5.4 Disbursements for environmental protection…………………………………….. | 76 |
| 5.5 Labor relations………………………………………………………....……………. | 76 |
| 5.6 Cyber security management……………………………………………………….. | 80 |
| 5.7 Important contracts………………………………………………………………….. | 82 |
VI. Financial Information
| VI. Financial Information | |
|---|---|
| 6.1 Five-year financial summary…………………………………………...……..…..… | 83 |
| 6.2 Five-year financial analysis……………………………………………….…..…….. | 87 |
| 6.3 Audit committee’s review report for the most recent year……………………….. | 89 |
| 6.4 Consolidated financial statements for the years ended December 31, | |
| 2021 and 2020, and independent auditors’ report………………….…….……… | 90 |
| 6.5 Parent-company-only financial statements for the years ended | |
| December 31, 2021 and 2020, and independent auditors’ report………..……... | 158 |
| 6.6 If the company or its affiliates have experienced financial difficulties in the | |
| most recent fiscal year or during the current fiscal year up to the date of | |
| printing of the annual report, the annual report shall explain how said | |
| difficulties will affect the company’s financial situation………………….…….… | 228 |
| VII. Review of Financial Conditions, Operating Results, and Risk Management | |
| 7.1 Financial position………….……………….………………………………………… | 229 |
| 7.2 Financial performance……………….……...………………………………………. | 230 |
| 7.3 Cash flows…………………......……….…………………………………………….. | 231 |
| 7.4 Major capital expenditure items…………..………………………………………… | 231 |
| 7.5 Investment policy in last year, main causes for profits or losses, | |
| improvement plans and the investment plans for the coming year…….……… | 231 |
| 7.6 Risk analysis and assessment……………………..……..………………………… | 232 |
| 7.7 Other important matters……………………………….…………………………….. | 235 |
| VIII. Special Disclosure | |
| 8.1 Summary of affiliated companies…………………………….…………………….. | 236 |
| 8.2 Private placement securities in the most recent years…….…………………… | 238 |
| 8.3 The shares in the company held or disposed of by subsidiaries in the | |
| most recent years…………………….…………………………………………….. | 238 |
| 8.4 Other matters that require additional description…………………………………. | 238 |
| IX. The situations listed in Article 36, paragraph 3, subparagraph 2 of the | |
| Securities and Exchange Act, which might materially affect shareholders’ | |
| equity or the price of the company’s securities, has occurred during the | |
| most recent fiscal year or during the current fiscal | |
| year up to the date of printing of the annual report…………….………………. | 238 |
I. Letter to Shareholders
Dear Shareholders,
First and foremost, I would like to thank you for taking time from your busy schedule to attend this shareholders’ meeting. On behalf of edt, I would like to express my upmost appreciation for your support and encouragement.
The results of our operating performance in 2021 and outlook for the future are as following:
2021 Business Report
1. Operating Performance
Our consolidated net revenue totaled NT$4,183,403 thousands in 2021, an increase of 11.94% from NT$3,737,299 thousands registered in the previous year. This mainly attributes to a continuous optimization of product portfolio in 2021, and the average unit price has increased year by year. However, the strong exchange rates, together with sharp price hikes of major components such as TFT panels and ICs, have caused the entire material cost to rise, which is not conducive to the gross profit margin and profit performances. Therefore, our consolidated net profit only grew by a mere of 1.52% and earnings per share (EPS) stood at NT$1.60 in 2021. In individual products, the sales proportion of LCD modules (LCM) dropped to less than 30%, but the demand for Capacitive Touch Panel (CTP) and their modules increased relatively with the shipment amount representing a lion’s share of nearly 70%. Through the adjustment of product portfolio, our revenue posted a positive and significant growth. Although the cost of the above-mentioned materials has risen sharply, the gross margin performance was not as bright as the previous year. Aided by the cost improvement and operational efficiency, we continues to keep our profitability performance.
Looking back on the past year, although there were still many unfavorable macroenvironmental elements, we continued to enhance and improve the touch function of Capacitive Touch Panel (CTP) for diverse small niche markets to service the market demand of various emerging applications that accompany the growth of the “Internet of Things” and expect to achieve stable profit growth.
Combining CTP and TFT-LCD were generally called “Touch Display” which had the diverse development of touch function and will be deepened with the growth of emerging application markets. Encouraged by the improvement of various wireless information transmission technologies and medium-high end mobile computing products, simple and intuitive user interface design has become the mainstream for interactive information display system. Innovation in projected capacitive technology still awaits the touch panel industry to research and develop.
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In the competitive environment of the diversified customized demand market, we have corresponded material application and software design with manufacturing process innovation, implemented professional and technical services, and is committed to the improvement of production yield rate and efficiency as well as effective operating cost control. Holding up to the support of our shareholders, we facilitate the best allocation of company resources and strive to achieve the set operating goals.
- Consolidated financial results & profitability analysis
Unit: NT$ thousands
| Unit: NT$thousands | ||
|---|---|---|
| 2021 | 2020 | |
| Operating profit | 266,855 | 333,952 |
| Non-operatingincome and expenses | 1,069 | (59,843) |
| Profit before tax | 267,924 | 274,109 |
| Net profit | 236,535 | 232,996 |
| Returnonassets | 6.77% | 6.68% |
| Returnonshareholders’equity | 11.67% | 11.84% |
| Pre-tax income to paid-incapital | 16.49% | 16.87% |
| Profitratio | 5.65% | 6.23% |
| Earningsper share(NT$) | 1.60 | 1.57 |
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Research and development Status
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(1) From the establishment of edt, the research and development of new technology has been highly valued. We spare no effort in improving product quality and developing new varieties. Research and development results of 2021 are as following:
| Item | R&D Results | Description of Benefits |
|---|---|---|
| 1 | CTP Water Tolerance Improvement with AI |
We have designed a water-tolerance algorithm in the MCU through self-capacitance sensing technology to achieve a single-finger click function at the center of the display during the flushing process of the shower head. However, the surrounding area will be false touch due to the capacitive coupling effect caused by the flowing water. We hope to solve this problem through AI algorithms, and make this technologycommerciallyavailable. |
| 2 | SpaceGesture Technology Development |
Develop a touchless human-machine interface interactive gesture sensing function through self-capacitance sensing technologyto fulfill customer’s needs for touchless solution. |
| 3 | Capacitive Touch Panel with Pressure Sensing Function |
The water-tolerance algorithm developed by us is currently limited to tap water and rainwater. Through capacitive pressure sensing technology, we hope to solve the problem of unstable control in the case of salt water with high conductivity. |
| 4 | Microchip maXTouch Solution Development |
Build CTP technology related OS integration through the realproject with Microchip. |
| 5 | AIoT+Audio Recognition Technology Application Development |
Develop the AIoT technology to control white goods. |
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| 6 | Floating Imaging with Air Touch Technology Development |
The floating image display allows users to click on the screen by touching the floating screen instead of the physical buttons. It can be applied to elevators, restaurant POS(point of sale) machines, medical devices, public signage information machines,etc. |
|---|---|---|
| 7 | Light Field Floating Image Technology Development |
It is new image display and interaction technology, different from the traditional direct-view 2D screen/image and 2D touch, to provide a more humane, more natural, more intuitive image visual and interactive experience for people. It also changes the interaction interface and promotes a deeper integration between the real world and the virtual world. Thus it will bring new business opportunities for us in smart medical care, smart entertainment, smart retail, and smart mobility. |
| 8 | Flexible Liquid Crystal Device Technology Development |
While the development of liquid crystal displays in the direction of ultra-thin and light-weight, and the trend of curved wearable products, we use a soft plastic substrate to create a flexible liquid crystal display with additional advantages such as bendability, drop resistance, shatter resistance,and light-weight. |
| 9 | Embedded Solution Platform | Finish 3 types Embedded Solution Platform including STM32F750, STM32H750 and STM32H7B0. The STM32H7B0 platform supports 4 product sizes of 3.5 inches, 4.3 inches, 5 inches, and 7 inches. As the LCD connect interface of these 4 sizes are all the same, they can use the same platform by simply selecting the correspondingsize inside theprogram. |
| 10 | Add-On Board for Embedded Product |
The Add-On Board developed by us has a variety of serial ports and can assist customers in pre-development testing and product integration application through the combination with various types of environment sensing sensors or situation sensingsensors. |
| 11 | Intellectual Property Rights (include Patents and Trade Secret) |
Number of intellectual property right proposals totaled 25, which include 15 patent proposals and 10 trade secret proposals. Number of intellectual property rights granted totaled 15(proposals accumulated in thepreviousyears). |
- (2) Future research and development projects and corresponding budget
In addition to sparing no effort in the research and development of existing areas, we are also quite prepared for new application related software / hardware technologies, such as touch function, somatosensory technology, and embedded system software in response to the vast market of increasingly popular interaction displays. We plan on investing NT$135,600 thousand for below research and development projects in 2022:
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CTP Water Tolerance Improvement with AI
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SpaceGesture Technology Development
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Capacitive Touch Panel with Pressure Sensing Function
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Microchip maXTouch Solution Development
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AIoT+Audio Recognition Technology Application Development
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Summary of Business Plan for 2022
1. Business objectives
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(1) Develop new technologies to expand market.
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Develop touchless technology.
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Optimize optical bonding process.
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(2) Develop innovative business model for touch display solution.
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Develop new channel for smart embedded product.
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Enhance the service ability of software / firmware.
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(3) Upgrade digital production information and construct intelligent factory.
- Intellectualization of manufacturing process to lower human factors.
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(4) Enhance efficacy of research and development.
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Develop human machine somatosensory technology.
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Establish the development ability of machine learning technology.
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Expected sales numbers and its basis
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(1) Expected sales numbers for 2022:
- LCD modules 2,700 thousand units CTP and its modules 2,300 thousand units
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(2) Basis for expected sales numbers of 2022:
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With the emerging trend of various pan-intelligent products, applications for internet of things, smart home, and wearable devices, the future market demand and application of touch panels will continue to grow.
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The considerable growth potential for various small and medium size TFT panels in intelligent application and pan-industrial electronic products will drive up the sale of TFT modules.
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Integrated touch display design has become the mainstream gradually with various application market and the customization requirements are relatively high. We believe that there will be a yearly double-digit growth for solutions of touch function combined with display panel.
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3. Key sales strategies
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(1) Continuous technological development of the CTP manufacturing process and its material, as well as lamination technology / surface treatment / free form cutting technology of related touch sensors and display panels.
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(2) Actively develop new high value-added products and markets, such as large size products and small and medium size displays with embedded systems, and combined with optical bonding, UV resistance for outdoors, water tolerance, antibacterial touch, 3D gesture control and so on.
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(3) Both business model of low-volume high-mix and high-volume low-mix has pros and cons. Under the principle of 50/50, we will adopt the sales strategy with most appropriate percentage of above two business models according to supply chain and new technology appliance.
Future Development Strategies
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Focus on the innovative technology development of Capacitive Touch Panel (CTP) and continuous proportional increase of niche type Capacitive Touch Panel product structure.
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Enhance differentiation design ability of TFT-LCD module, actively seek out sales orders for TFT, and satisfy the different customized needs of clients.
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Continuously enhance design development of pan-industrial control and medical application products to maintain future growth and profitability. Develop embedded system solution, assist the customer in integrated software, firmware and hardware design, and further differentiate and provide high value-added.
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Actively build IP strategies and invest in research and development to develop futuristic product technology such as 3D gesture, water tolerance touch and intelligent algorithm, so as to seize prior opportunity into high margin markets.
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Improve the localized and immediate service quality for major clients via the technical service function of overseas channels.
The Impact of the External Competitive Environment, Regulatory Environment and Macroeconomic Conditions
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In response to the requirements of RoHS and REACH directives of EU and considering the environmental and climate changes caused by the greenhouse effect, we are currently striving to move towards the trend of net zero carbon emissions through measures such as energy conservation and waste reduction, self-produced green electricity, and the use of clean energy. We expect to formulate commitments and goals to reduce carbon emissions, and propose our systematic carbon reduction policies and measures in the years to come.
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In response to trade war, we will effectively readjust and reallocate production line in each area to lower tariff influence to zero.
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The crisis of COVID-19 epidemic is yet to be lifted, and the basis of supply chain deployment has switched from cost reduction in the past to risk reduction for the time being, while shortening the distance of supply chain or localizing production at the same time. To this end, we review the list of backup suppliers established in the past and confirm their supply capacity accordingly. We have also built up a good interactive relationship at ordinary times in order to ensure the smooth supply in times of crisis.
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The supply shortage under the globalized economic system caused by COVID-19 epidemic is impacting all walks of life for the moment. Aided by long and stable cooperation ties with customers, we have now made an effort into a sustained growth in revenue and profit in the years to come by providing the optimized product portfolio, improving the manufacturing process, and strengthening supply chain communication with effective management.
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Over 90% of our operating revenue is export in 2021. Since exchange rate fluctuations have a significant impact on us, efficient and stable financial operations will be used for risk aversion.
With dedication to becoming the leading brand with the most complete solutions of small and medium size interaction displays, edt stride to hold up to shareholders’ expectations and achieve the basis for sustainability and stable development.
Chairman
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II. Company Profile
2.1 Date of incorporation: September 23, 1994.
2.2 Company history:
| Year | Milestones |
|---|---|
| 1994 | Invested USD250,000 for the merger and acquisition of US distributor EMERGING DISPLAY TECHNOLOGIES CORP., leading to 100% shareholdings ownershipof the subsidiary. |
| 1996 | Achieved ISO 9002 QualityCertification. |
| 1997 | Achieved ISO 9001 QualityCertification. |
| 1999 | Achieved QS 9000 Quality Certification, the first LCD manufacturer in Taiwan to obtain such status. |
| 2001 | Companystock listed TPEx. |
| 2002 | Converge from TPEx listed companyto TWSE listed company. |
| 2003 | Corporate headquarters moved to No.5, Central 1st Road, K.E.P.Z. Kaohsiung. |
| 2005 | Manufacturing headquarters moved to No.5, South 3rd Road, K.E.P.Z. Kaohsiung. First stage expansion of China DongGuan factorycompleted. |
| 2006 | Achieved TS16949 QualityCertification. |
| 2012 | Achieved OHSAS 18001 Quality Certification. Full lamination optical bonding manufacturing process of Thin Film Transistor Liquid Crystal Display (TFT) and Capacitive Touch Panel (CTP)modules development completed. |
| 2013 | Mass production of TFT and CTP full lamination, shipments totaled 100,000pieces for one month. |
| 2014 | Import of laser etching dry process to manufacture Film Sensor. Development of embedded touch technology application for manufacturing process to strengthen the application competitiveness of futureproducts. |
| 2015 | Mass production and shipment of touch module designed for an internationally renowned robot, thus elevating the company’s visibility and expanding into market applications of relevant products for Internet of Things(IoT). |
| 2016 | Mass production of monitor module supplied for internationally renowned large plants, confirming the capability of strict quality level in medical market and long-term supply guarantee. Obtained AVN touch module design of international brands, improving the market visibilityfor the capabilityof supplyingon-vehicleproducts. |
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| 2017 | Successfully developed the renowned white goods case, implemented automatic equipment of optical bonding assemble, and further elevated and expanded the customized service. Successfully obtained the cases of hardware and software embedded design in netcom phone brand to expand the appliance in the Embedded Displaymarket. |
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| 2018 | Participated the partnership with the tier one IC supplier for UI software to enhance the software capability and service support to Embedded products. Succeeded to get the electric car charging station project, whichedt achieves to provide high value added Embedded product including the displaywith touch,assembly,and software design. |
| 2019 | Dual-touch design for car dashboard application moved to mass production successfully, way to penetrate the high-end automobile display/touch market. Won 2019 Smart Innovation Application Award by integration of “floating touch” and “smart window” energy saving technology through hand gesture or blue-tooth remote control design. Established regional sales branch in Frankfurt of Germany, aim to expand and raise thepan European market share. |
| 2020 | Achieved ISO 13485: 2016 Quality Certification for medical application. Provided the embedded solution to US COVID-19 rapid tester company, which awarded by National Institutes of Health(NIH), Rapid Acceleration of Diagnostics(RADxSM). |
| 2021 | Started the “Employee Stock Ownership Trust” to improve employee benefits. Won the smart-payment application project by integration of RF antenna to touch panel which performed much better cost advantage and friendlyuser experience. |
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III. Corporate Governance Report
3.1 Organization
3.1.1 Organization structure Shareholders’ Meeting
Board of Directors
Audit Committee
Audit Office
Compensation Committee
Chairman
Chairman’s Office
Sustainable Development
President & CEO
Committee
Quality Assurance
Finance System
Procurement Manufacturing Development Administration
Legal Affairs & Market Production Equipment Production Process Business Planning Industrial Safety &
Research & Development Production Management Management Information
Global Business Development
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3.1.2 Major corporate functions
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Chariman: Overall management of all company affairs in accordance with the resolutions of Shareholders’ Meetings and meetings of the Board of Directors.
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Audit Office: Audit and improvement proposals for the internal control systems of sales, finance, accounting, and general affairs.
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Audit Committee: To assist the Board of Directors in supervising a fair presentation of the Company’s financial statements, the selection (dismissal), independence, and performance of CPAs (certified public accountants), the effective implementation of internal controls, compliances with relevant laws and regulations, and the management and control of existing or potential risks, and so on.
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Compensation Committee: Policy and structure evaluation of salaries to directors and managerial personnel. Also, suggestions to the board of directors may be references for decisions.
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Chairman’s Office: Corporate governance affairs, public relations, organization communication and coordination.
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President & CEO: By order of the Board of Directors and the chairman to engage and manage all company policies, systems, and decisions, as well as strategy planning and integration of technical units.
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Sustainable Development Committee: Coordination of overall sustainable development policy and strategy goal settings, matters such as follow up of progress in action and performance improvements, and preparation as well as issuance of annual sustainability report.
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Quality Assurance: Quality assurance and control as well as reliability evaluation and assurance.
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Global Business Development: Development and expansion of demand market as well as technical support of business development.
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Procurement: Purchase of materials, assets and miscellaneous goods, supplier management.
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Legal Affairs & Market: Domestic and foreign regulation compliance, contract review, IPRs management, litigation, as well as collection and analysis of industry information.
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Research & Development: Design and development of new products and new technologies.
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Manufacturing: Manufacturing of various products.
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Production Management: Overall production and processing schedule planning, resources planning management, and warehouse management.
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Production Equipment: Evaluating / planning / examining production equipments.
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Production Process Development: Introducing the mass production, setting and improving the production process, developing and introducing new process.
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Industrial Safety & Business Planning: Industrial safety and hygiene, waste disposal, and regular maintenance of environmental and electronic facilities.
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Finance: Financial planning, capital allocation, interaction with banks, budget preparation and control, cost control, accounting, stock-related affairs, major investments, and overseas subsidiaries management.
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Administration: Overall matters such as company personnel, general affairs, documentation, and on-the-job training.
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Management Informantion System: Provision of software and hardware equipment as well as support and backup of relevant system.
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3.2 Directors and management team 3.2.1 Information on directors
| 3.2 Directors and management team 3.2.1 Information on directors |
3.2 Directors and management team 3.2.1 Information on directors |
3.2 Directors and management team 3.2.1 Information on directors |
3.2 Directors and management team 3.2.1 Information on directors |
3.2 Directors and management team 3.2.1 Information on directors |
3.2 Directors and management team 3.2.1 Information on directors |
3.2 Directors and management team 3.2.1 Information on directors |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As of April 19, 2022 | ||||||||||||||||||||
| Job Title | Nationality or Place of Registration |
Name |
Gender, Age (Years) |
Date of Election / Appoint- ment to current term |
Term of Office (Years) |
Commence- ment Date of First Term |
No. of Shares Held at Time of Election |
No. of Shares Currently Held |
Shares Currently Held by Spouse & Minor Children |
Shares Held Through Nominees |
Principal Work Experience and Academic Qualifications |
Positions Held Concurrently in the Company and/or in Any Other Company |
Other Officer(s) or Director(s) with which the Person Has a Relationship of Spouse or Relative within the Second Degree |
Remarks (Note 2) |
||||||
| No. of Shares |
Share- holding Ratio |
No. of Shares |
Share- holding Ratio |
No. of Shares |
Share- holding Ratio |
No. of Shares |
Share- holding Ratio |
Job Title | Name | Relationship | ||||||||||
| Chairman | R.O.C. | Tseng, Jui-Ming | Male 51~60 |
Jul. 26, 2021 |
3 | Sep. 14, 1994 | 11,043,723 | 6.80% | 11,043,723 | 7.02% | 256,759 | 0.16% | 0 | 0.00% | MBA, CSU, Taiwan / Hitachi / Sharp | None | Director | Hsieh, Hui-Tai | In-law Siblings | None |
| Director | R.O.C. | Hsieh, Hui-Tai | Female 51~60 |
Jul. 26, 2021 |
3 | Jun. 8, 2006 | 6,386,867 | 3.93% | 6,301,867 | 4.00% | 0 | 0.00% | 0 | 0.00% | San Sin High School, Taiwan / Director of Jen Da Transportation |
None | Chairman | Tseng, Jui-Ming | In-law Siblings | None |
| Director | R.O.C. | Wang, Tai-Kuang (Note 1) |
Male 51~60 |
Jul. 26, 2021 |
3 | Jul. 26, 2021 | 1,666,487 | 1.03% | 1,666,487 | 1.06% | 1,802,813 | 1.15% | 0 | 0.00% | Master, Physics and Astronomy, NCU, Taiwan / Business Manager class of Taiwan AI Academy / Solomon Technologies Corp. |
President & CEO of the Company |
None | None | None | None |
| Director | R.O.C. | Yu, Cheng-Chung | Male 51~60 |
Jul. 26, 2021 |
3 | Jul. 26, 2021 | 1,002,000 | 0.62% | 1,002,000 | 0.64% | 0 | 0.00% | 0 | 0.00% | Bachelor, International business, CYCU, Taiwan / Citizen Watch / Grand Pacific Optoelectronics Corp. |
Vice President of the Company |
None | None | None | None |
| Director | R.O.C. | Ying Dar Investment Development Corp. |
None | Jul. 26, 2021 |
3 | Jun. 8, 2006 | 5,346,672 | 3.29% | 5,346,672 | 3.40% | 0 | 0.00% | 0 | 0.00% | None | None | None | None | None | None |
| Representative of Director |
R.O.C. |
Ying Dar Investment Development Corp.: Huang, Hsiu-Wen |
Female 41~50 |
Jul. 26, 2021 |
3 | Jul. 26, 2021 | 220,862 | 0.14% | 220,862 | 0.14% | 17,404 | 0.01% | 0 | 0.00% | MBA, CUNY, Baruch College, USA / Yuanta Securities Corp. |
Financial Executive of the Company |
None |
None | None | None |
| Director | R.O.C. | Bae Haw Investment Development Corp. |
None | Jul. 26, 2021 |
3 | Jun. 8, 2006 | 3,447,716 | 2.12% | 3,447,716 | 2.19% | 0 | 0.00% | 0 | 0.00% | None | None | None | None | None | None |
| Representative of Director |
R.O.C. |
Bae Haw Investment Development Corp.: Hsieh, Wen-Hsiung |
Male 51~60 |
Jul. 26, 2021 |
3 | May 2, 2013 | 261,253 | 0.16% | 261,253 | 0.17% | 0 | 0.00% | 0 | 0.00% | Bachelor, Accounting, FCU, Taiwan / Yuanta Securities Corp. |
Vice President & Chairman’s Special Assistant & Corporate Governance Officer of the Company |
None |
None | None | None |
| Independent Director |
R.O.C. | Huang, Hui-Ling | Female 51~60 |
Jul. 26, 2021 |
3 | Jul. 26, 2021 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master, Accounting, NCCU, Taiwan / DBS Bank / Ta Chong Bank / KPMG / Deloitte / Partner of Legence AccountingFirm |
None |
None | None | None | None |
| Independent Director |
R.O.C. | Li, Chi-Cheng | Male 61~70 |
Jul. 26, 2021 |
3 | Jun. 2, 2015 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Ph.D, MBA, NCKU, Taiwan / Professor of Cheng Shiu University / Representative of supervisor of Yung Chi Paint & Varnish Mfg. Co.,Ltd. |
None | None | None | None | None |
| Independent Director |
R.O.C. | Huang, Fu-Di | Male 51~60 |
Jul. 26, 2021 |
3 | Jun. 2, 2015 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Bachelor, Statistics, FCU, Taiwan / KPMG / Representative of supervisor of Taiwan FushingIndustryCorp. |
None |
None | None | None | None |
-
Note 1: Wang, Tai-Kuang has served as the representative of Ying Dar Investment Development Corp. during June 8, 2006 to July 25, 2021.
-
Note 2: Where the chairperson of the board of directors and the general manager or person of an equivalent post (the highest level manager) of a company are the same person, spouses, or relatives within the first degree of kinship, an explanation shall be given of the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto.
-
11 -
Form 1: Major shareholders of corporate shareholders
| Name of Institutional Shareholders | Major Shareholders of the Corporate Shareholder |
|---|---|
| YingDar Investment Development Corp. | EmergingDisplayTechnologies Corp.(100%) |
| Bae Haw Investment Development Corp. | EmergingDisplayTechnologies Corp.(100%) |
Form 2: If any major shareholder listed in Form 1 is a corporate / juristic person, list its major shareholders in this form
| Name of Corporate / Juristic Person | Major Shareholders of the Corporate / Juristic Person |
|---|---|
| Not Applicable |
Disclosure of information regarding the professional qualifications and experience of directors and the independence of independent directors:
| Qualification Name |
Professional Qualifications and Experience |
Independence Analysis | No. of Other Public Companies at which the Person Concurrently Serves as An Independent Director |
|---|---|---|---|
| Tseng, Jui-Ming | Once worked at Hitachi and Sharp, then established the Company. Continuously served as the Chairman until now, and has more than five years of experience in manufacturing and operation management. Not having any of the conditions defined in Article 30 of the Company Law. |
Not an employee of the Company nor any of its related companies. Not a director, supervisor or employees of other companies controlled by the same person had shares over half of the Company’s director seats or voting rights. Not a director, supervisor or employees of other companies or institutions whom or his/her spouse is also the chairman, general manager or employee of equivalent position in the Company. Not a director, supervisor, officer, or shareholder holding 5% or more of the shares of a specified company or institution that has financial or business relations with the Company. Not a professional individual, sole proprietor, partner, owner of a company or institution, director, supervisor, manager or a spouse thereof of a sole proprietorship, partnership, company, or institution providing auditing or services including commercial, legal, financial, accounting or consultation services to the Company or its related companies withcumulative remuneration less than NT$500,000 in thepast twoyears. |
0 |
| Hsieh, Hui-Tai | Graduated from San Sin High School in Taiwan. Served as the Director of Jen Da Transportation for many years, and has more than five years of experience in financial accounting. Not having any of the conditions defined in Article 30 of the Company Law. |
Not an employee of the Company nor any of its related companies. Not a director, supervisor, or employee of a corporate shareholder that directly holds 5 percent or more of the total number of issued shares of the Company or that ranks among the top-5 in shareholding or the representatives served as directors or supervisors appointed in accordance with Article 27, Paragraph 1 or 2 of the Company Act. Not a director, supervisor or employees of other companies controlled by the same person had shares over half of the Company’s director seats or voting rights. Not a director, supervisor or employees of other companies or institutions whom or his/her spouse is also the chairman, general manager or employee of equivalent position in the Company. Not a director, supervisor, officer, or shareholder holding 5% or more of the shares of a specified company or institution that has financial or business relations with the Company. Not a professional individual, sole proprietor, partner, owner of a company or institution, director, supervisor, manager or a spouse thereof of a sole proprietorship, partnership, company, or institution providing auditing or services including commercial, legal, financial, accounting or consultation services to the Company or its related companies withcumulative remuneration less than NT$500,000 in thepast twoyears. |
0 |
- 12 -
| Wang, Tai-Kuang | Once worked at Solomon, and served as the Marketing Executive for many years after the Company was established. Also advanced study in Business Manager class of Taiwan AI Academy. Concurrently the Company’s President and CEO, and has more than five years of experience in marketing, manufacturing and operation management. Not having any of the conditions defined in Article 30 of the Company Law. |
Not a spouse, relative within the second-degree of kinship, of the employees, directors, supervisors of the Company nor any of its related companies. Not a director, supervisor, or employee of a corporate shareholder that directly holds 5 percent or more of the total number of issued shares of the Company or that ranks among the top-5 in shareholding or the representatives served as directors or supervisors appointed in accordance with Article 27, Paragraph 1 or 2 of the Company Act. Not a director, supervisor or employees of other companies controlled by the same person had shares over half of the Company’s director seats or voting rights. Not a director, supervisor or employees of other companies or institutions whom or his/her spouse is also the chairman, general manager or employee of equivalent position in the Company. Not a director, supervisor, officer, or shareholder holding 5% or more of the shares of a specified company or institution that has financial or business relations with the Company. Not a professional individual, sole proprietor, partner, owner of a company or institution, director, supervisor, manager or a spouse thereof of a sole proprietorship, partnership, company, or institution providing auditing or services including commercial, legal, financial, accounting or consultation services to the Company or its related companies withcumulative remuneration less than NT$500,000 in the past two years. Not a spouse or a relative within the second degree of kinshipto anyother director of the Company. |
0 |
|---|---|---|---|
| Yu, Cheng-Chung | Once worked at Citizen Watch and Grand Pacific Optoelectronics Corp.. Concurrently the Company’s Vice President in charge of the Global Business Development Dept. and has more than five years of experience in marketing and operation management. Not havinganyof the conditions defined in Article 30 of the CompanyLaw. |
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 issued shares of the Company or ranking as one of the top-10 shareholders. Nor a spouse, relative within the second-degree of kinship, of the aforementioned shareholder. Not a spouse, relative within the second-degree of kinship, of the employees, directors, supervisors of the Company nor any of its related companies. Not a director, supervisor, or employee of a corporate shareholder that directly holds 5 percent or more of the total number of issued shares of the Company or that ranks among the top-5 in shareholding or the representatives served as directors or supervisors appointed in accordance with Article 27, Paragraph 1 or 2 of the Company Act. Not a director, supervisor or employees of other companies controlled by the same person had shares over half of the Company’s director seats or voting rights. Not a director, supervisor or employees of other companies or institutions whom or his/her spouse is also the chairman, general manager or employee of equivalent position in the Company. Not a director, supervisor, officer, or shareholder holding 5% or more of the shares of a specified company or institution that has financial or business relations with the Company. Not a professional individual, sole proprietor, partner, owner of a company or institution, director, supervisor, manager or a spouse thereof of a sole proprietorship, partnership, company, or institution providing auditing or services including commercial, legal, financial, accounting or consultation services to the Company or its related companies withcumulative remuneration less than NT$500,000 in the past two years. Not a spouse or a relative within the second degree of kinshipto anyother director of the Company. |
0 |
| Ying Dar Investment Development Corp. Representative: Huang, Hsiu-Wen |
Once worked at Yuanta Securities in charge of underwriting, and has served as Internal Audit Supervisor of the Company for many years. Concurrently the Company’s Financial Executive and has more than five years of experience in securities insurance, financial accounting, and operation management. Not havinganyof the conditions defined in Article 30 of the CompanyLaw. |
0 | |
| Bae Haw Investment Development Corp. Representative: Hsieh, Wen-Hsiung |
Once worked at Yuanta Securities in charge of underwriting, and has served as Financial Executive of the Company for many years. Concurrently the Company’s Vice President, Chairman’s Special Assistantant, and Corporate Governance Officer, and has more than five years of experience in securities insurance, financial accounting, and operation management. Not having any of the conditions defined in Article 30 of the Company Law. |
0 | |
| Huang, Hui-Ling (Independent Director / the convener of Audit Committee) |
Master of Accounting at NCCU in Taiwan. Once worked at DBS Bank, Ta Chong Bank, KPMG, Deloitte. Concurrently the partner of Legence Accounting Firm, and has more than five years of experience in financial accounting and operation management. Not havinganyof the conditions defined in Article 30 of the CompanyLaw. |
The independent director or their spouse or any relative within the second degree did not serve as a director, supervisor, or employee of the Company or any of its affiliates. The independent director or their spouse or any relative within the second degree (or through nominees) did not held any share of the Company. The independent director or their spouse or any relative within the second degree did not serve as a director, supervisor, or employee of any company having a specified relationship with the Company (see Article 3, paragraph 1, subparagraphs 5 to 8 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies). Not a professional individual, sole proprietor, partner, owner of a company or institution, director, supervisor, manager or a spouse thereof of a sole proprietorship, partnership, company, or institution providing auditing or services including commercial, legal, financial, accounting or consultation services to the Company or its related companies, so did not receive any pay from the Company or its related companies. |
0 |
| Li, Chi-Cheng (Independent Director / the member of Audit Committee) |
Ph.D of MBA at NCKU in Taiwan. Once served as Chair of Business Administration Dept. and Director of the Institute of Business Management of Cheng Shiu University. Concurrently a full-time professor of Business Administration Dept. (Institute) of Cheng Shiu University, and has more than five years of experience in operation management. Not havinganyof the conditions defined in Article 30 of the CompanyLaw. |
0 | |
| Huang, Fu-Di (Independent Director / the member of Audit Committee) |
Bachelor of Statistics at FCU in Taiwan. Once worked at Core Pacific Securities and KPMG, and has more than five years of experience in securities insurance and financial accounting. Not havinganyof the conditions defined in Article 30 of the CompanyLaw. |
0 |
- 13 -
Diversity and independence of the Board of Directors:
1. Diversity of the Board of Directors
The Company has set up the policy of diversified members of the Board under Article 20 of the “Corporate Governance Practice Principles”, including considerations of the basic condition and value of the members of the Board (e.g. gender, age, nationality, and culture) and the professional knowledge and skills (e.g. law, accounting, industry, finance, marketing, or technology). Also, the Board shall possess the ability to make operational judgments, ability to perform accounting and financial analysis, ability to conduct management administration, ability to conduct crisis management, knowledge of the industry, an international market perspective, ability to lead, ability to make policy decisions, and so on. In accordance with the provisions of the Articles of Incorporation and considering the aforementioned diversity policy, the Company’s Board of Directors shall review the academic qualifications, professional ability, integrity, independence, etc. of each director candidate, and propose an appropriate list of director candidates, which will be then submitted to the Shareholders’ Meeting for election. This expects to strengthen the corporate governance and promote the sound development of composition and structure of the Board of Directors.
Of nine directors in the Company’s 10[th] session of Board of Directors, Chairman Tseng, Jui-Ming and President Wang, Tai-Kuang have served as chairman and general manager to lead the development of the Company for a long period of time, and are fully equipped with operational judgment, management, industry knowledge, international market outlook, and leadership decisionmaking skills, etc. Director Yu, Cheng-Chung has also been in charge of the Company’s Global Business Development Dept. for many years, not only has an international market view, but also has a solid understanding of product marketing and industrial development. Huang, Hsiu-Wen and Hsieh, Wen-Hsiung, two representatives of corporate directors, are the current and former Financial Executives of the Company, respectively. The latter also serves as the Corporate Governance Officer. Both of them have high accounting and financial analysis capabilities, crisis management, and leadership decision-making capabilities. Director Hsieh, Hui-Tai also has the financial accounting profession required for the Company’s business. Among the three independent directors, Huang, Hui-Ling is currently the partner of Legence Accounting Firm, and also worked as a financial consultant in the past. Independent Director Huang, Fu-Di has many years of working experience in large securities companies and accounting firms. Both of them have considerable accounting and financial analysis capabilities, business management and leadership, and decision-making capabilities. Independent Director Li, Chi-Cheng is a Ph.D of MBA, and served as Chair of the Business Management Dept. and Director of the Institute of Business Management of Cheng Shiu University. He is currently a full-time professor of Business Management Dept. (Institute), and has rich experiences in business management and leadership decision-making.
Currently, four directors with employee status (including their representatives) account for 44%, three independent directors account for 33%, and three female directors account for 33%. Most directors are between 51 and 60 years old and in their prime of life. The Company pays attention to gender equality in the composition of the Board of Directors, and aims to account for 30% of the seats of female directors. After the re-election of the Board of Directors in 2021, there are three female directors (including representatives of corporate directors), an increase of two seats over the previous session, accounting for 33% and the set target is reached. In the future, the Company will aim for the term of independent directors to be less than three terms (nine years), and actively seek candidates for independent directors who meet the Company's diversity policy to join the 11[th] session of the Board of Directors.
The composition of members of the Board of Directors is listed as below:
| Core items of diversified policy Job title and name of director |
Core items of diversified policy Job title and name of director |
Basic composition | Basic composition | Basic composition | Basic composition | Basic composition | Basic composition | Basic composition | Basic composition | Professional knowledge and skills | Professional knowledge and skills | Professional knowledge and skills | Professional knowledge and skills | Professional knowledge and skills | Professional knowledge and skills | Professional knowledge and skills | Professional knowledge and skills |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Nationality |
Gender | As employees concurrently |
Age | Seniority of independent director |
Ability to make operational judgments |
Ability to perform accounting and financial analysis |
Ability to conduct management administration |
Ability to conduct crisis management |
Knowledge of the industry |
An international market perspective |
Ability to lead |
Ability to make policy decisions |
|||||
| 41~50 years old |
51~60 years old |
61~70 years old |
Under 3 years |
3~9 years |
|||||||||||||
| Chairman | Tseng, Jui-Ming | R.O.C. | Male | | | | | | | | | | |||||
| Director | Hsieh, Hui-Tai | R.O.C. | Female | | | | |||||||||||
| Director | Wang, Tai-Kuang | R.O.C. | Male | | | | | | | | | | |||||
| Director | Yu, Cheng-Chung | R.O.C. | Male | | | | | | | | | ||||||
| Director | Ying Dar Investment Development Corp. Representative: Huang,Hsiu-Wen |
R.O.C. | Female | | | | | | | | | ||||||
| Director | Bae Haw Investment Development Corp. Representative: Hsieh, Wen-Hsiung |
R.O.C. | Male | | | | | | | | | ||||||
| Independent director | Huang,Hui-Ling | R.O.C. | Female | | | | | | | ||||||||
| Independent director | Li, Chi-Cheng | R.O.C. | Male | | | | | | |||||||||
| Independent director | Huang,Fu-Di | R.O.C. | Male | | | | | | |
- 14 -
2. Independence of the Board of Directors
It has been stipulated by the Company in Article 21 of the “Corporate Governance Practice Principles” that, unless approved by the competent authority, more than half of the seats among directors shall not have spouses or relatives within the second degree of kinship. Currently there are three independent directors, accounting for 33% of all directors in compliance with the regulations of the Financial Supervisory Commission on independent directors at the time of election and during the term of office. Except for Chairman Tseng, Jui-Ming and Director Hsieh, HuiTai, who are second-degree relatives, all the other directors (including independent directors) are not spouses or relatives within the second degree, which complies with Article 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act. Therefore, the Board of Directors of the Company is independent. Regarding the independence and kinship of directors, please refer to the aforementioned descriptions of “Information on Directors” and “Disclosure of information regarding the professional qualifications and experience of Directors and the independence of Independent Directors”.
3.2.2 Information on the management team
| 3.2.2 Information on the management team | 3.2.2 Information on the management team | 3.2.2 Information on the management team | 3.2.2 Information on the management team | 3.2.2 Information on the management team | 3.2.2 Information on the management team | 3.2.2 Information on the management team | 3.2.2 Information on the management team | 3.2.2 Information on the management team | 3.2.2 Information on the management team | 3.2.2 Information on the management team | 3.2.2 Information on the management team | 3.2.2 Information on the management team | 3.2.2 Information on the management team | 3.2.2 Information on the management team | 3.2.2 Information on the management team | 3.2.2 Information on the management team |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As of April 19,2022 | ||||||||||||||||
| Job Title | Nationality | Name |
Gender | Date of Appointment to Position |
Shares held |
Shares held by spouse and minor children |
Shareholding by Nominee Arrangement |
Principal Work Experience and Academic Qualifications |
Positions Concurrently Held in Other Companies at Present |
Other Managerial Officer(s) with which the Person Has a Relationship of Spouse or Relative within the Second Degree |
Remarks (Note) |
|||||
| No. of Shares |
Share- holding Ratio |
No. of Shares |
Share- holding Ratio |
No. of Shares |
Share- holding Ratio |
Job Title |
Name | Relation -ship |
||||||||
| President & CEO |
R.O.C. | Wang, Tai-Kuang | Male | Mar. 10, 2004 |
1,666,487 | 1.06% | 1,802,813 | 1.15% | 0 | 0.00% | Master, Physics and Astronomy, NCU, Taiwan / Business Manager class of Taiwan AI Academy / Solomon Technologies Corp. |
None | None | None | None | None |
| Vice President | R.O.C. |
Yu, Cheng-Chung | Male | Mar. 1, 2014 | 1,002,000 | 0.64% | 0 | 0.00% | 0 | 0.00% | Bachelor, International Business, CYCU, Taiwan / Citizen Watch/ GrandPacific Optoelectronics Corp. |
None |
None | None | None | None |
| Vice President & Chairman’s Special Assistant & Corporate Governance Officer |
R.O.C. |
Hsieh, Wen-Hsiung | Male | Mar. 8, 2017 | 261,253 |
0.17% | 0 | 0.00% | 0 | 0.00% | Bachelor, Accounting, FCU, Taiwan / Yuanta Securities Corp. |
None | None | None | None | None |
| Vice President | R.O.C. |
Kao, Neng-Sen | Male | Mar. 1, 2018 | 43,459 |
0.03% | 0 | 0.00% | 0 | 0.00% | Master, Material Science and Engineering, ISU, Taiwan/Yu-ChunCorp. |
None | None | None | None | None |
| Vice President | R.O.C. |
Huang, Shih-Pin | Male | Mar. 1, 2022 | 5,000 |
0.00% | 0 | 0.00% | 0 | 0.00% | Bachelor, Mechanical Engineering, CSU, Taiwan / Hitachi |
None | None | None | None | None |
| Financial Executive |
R.O.C. | Huang, Hsiu-Wen | Female | Mar. 8, 2017 | 220,862 |
0.14% | 17,404 | 0.01% | 0 | 0.00% | MBA, CUNY, Baruch College, USA / Yuanta Securities Corp. |
None | None | None | None | None |
| Accounting Supervisor |
R.O.C. | Kuo, Kun-He | Male | Mar. 8, 2017 | 20,000 |
0.01% | 0 | 0.00% | 0 | 0.00% | Bachelor, Accounting, THU, Taiwan / Gallant Ocean International Inc. |
None | None | None | None | None |
Note: Where the chairperson of the board of directors and the general manager or person of an equivalent post (the highest level manager) of a company are the same person, spouses, or relatives within the first degree of kinship, an explanation shall be given of the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto.
- 15 -
3.3 Remuneration to ordinary directors, independent directors, supervisors, general manager, and assistant general managers 3.3.1 Remuneration to ordinary directors and independent directors
Unit: NT$ thousands
| Job Title | Job Title | Name | Remuneration to directors | Remuneration to directors | Remuneration to directors | Remuneration to directors | Remuneration to directors | Remuneration to directors | Remuneration to directors | Remuneration to directors | Sum of A+B+C+D and ratio to net income (%) |
Sum of A+B+C+D and ratio to net income (%) |
Remuneration received bydirectors for concu | Remuneration received bydirectors for concu | Remuneration received bydirectors for concu | Remuneration received bydirectors for concu | rrent service as an employee | rrent service as an employee | rrent service as an employee | rrent service as an employee | Sum of A+B+C+D+E+F+G and ratio to net income (%) |
Sum of A+B+C+D+E+F+G and ratio to net income (%) |
Remuneration received from investee enterprises other than subsidiaries or from the parent company |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Base compensation (A) |
Retirement pay and pension(B) |
Director profit-sharing compensation(C) |
Expenses and perquisites(D) |
Salary, rewards, and special disbursements(E) |
Retirement pay and pension(F) |
Employee profit-sharing compensation(G) |
|||||||||||||||||
| The Company |
All consolidated entities |
The Company |
All consolidated entities |
The Company |
All consolidated entities |
The Company |
All consolidated entities |
The Company |
All consolidated entities |
The Company |
All consolidated entities |
The Company |
All consolidated entities |
The Company | All consolidated entities |
The Company |
All consolidated entities |
||||||
| Amount in cash |
Amount in stock |
Amount in cash |
Amount in stock |
||||||||||||||||||||
| Director | Chairman | Tseng,Jui-Ming | 6,037 | 6,037 | None | None | 5,100 | 5,100 | 220 | 220 | 11,357 4.79% |
11,357 4.79% |
16,273 | 16,273 | 452 | 452 | 1,733 | None | 1,733 | None | 29,815 12.57% |
29,815 12.57% |
None |
| - | Hsieh,Hui-Tai | ||||||||||||||||||||||
| - | Huang, Mao- Hsiung (Note 1) |
||||||||||||||||||||||
| - | Wang, Tai- Kuang (Note 2) |
||||||||||||||||||||||
| - | Yu, Cheng- Chung (Note 2) |
||||||||||||||||||||||
| - | Ying Dar Investment Development Corp. |
||||||||||||||||||||||
| Representative of Ying Dar Investment Development Corp. |
Huang, Hsiu- Wen (Note 2) |
||||||||||||||||||||||
| - | Bae Haw Investment Development Corp. |
||||||||||||||||||||||
| Representative of Bae Haw Investment Development Corp. |
Hsieh, Wen- Hsiung |
||||||||||||||||||||||
| Independent Director |
- | Huang, Hui-Ling (Note 2) |
None | None | None | None | 2,238 | 2,238 | 100 | 100 | 2,338 0.99% |
2,338 0.99% |
None | None | None | None | None | None | None | None | 2,338 0.99% |
2,338 0.99% |
None |
| - | Li, Chi-Cheng | ||||||||||||||||||||||
| - | Huang, Fu-Di | ||||||||||||||||||||||
| 1. Please describe the policy, system, standards and structure in place for paying remuneration to directors and describe the relationship of factors such as the duties and risks undertaken and time invested by the directors to the amount of remuneration paid: By Article 16 of Articles of Incorporation, the remuneration of independent directors is referred to the level of the related public companies, the Company’s operation status, their value of contribution, and performance evaluations of the Board. Their remunerations were linked with the rationality and fairness of their performance and risk, then submitted to the Compensation Committee for review and to the Board of Directors for approval. 2. In addition to what is disclosed in the above table, please specifythe amount of remuneration received bydirectors in the most recent fiscalyear forprovidingservices(e.g.,for servingas a non-employee consultant to theparent company/anyconsolidated entities / invested enterprises): None. |
Note 1: Huang, Mao-Hsiung resigned the Director on July 26, 2021, and retired form the Company on March 31, 2022. Therefore, the Company did not accrue his employee profit-sharing compensation. Note 2: Director Yu, Cheng-Chung and Independent Director Huang, Hui-Ling took office on July 26, 2021. Wang, Tai-Kuang, former representative of Ying Dar Investment Development Corp. was re-appointed as general director, and Huang, Hsiu-We was the new representative, effective immediately since July 26, 2021.
- 16 -
| Ranges of remuneration paid to each of the Company’s directors |
Name of directors | Name of directors | Name of directors | Name of directors |
|---|---|---|---|---|
| Sum of A+B+C+D | Sum of A+B+C+D+E+F+G | |||
| The Company | All consolidated entities | The Company | All consolidated entities | |
| Less than NT$ 1,000,000 | Hsieh, Hui-Tai / Huang, Mao-Hsiung / Wang, Tai-Kuang / Yu, Cheng-Chung / Ying Dar Investment Development Corp. / Huang, Hsiu-Wen / Bae Haw Investment Development Corp. / Hsieh, Wen-Hsiung / Huang,Hui-Ling/ Li,Chi-Cheng/ Huang,Fu-Di |
Hsieh, Hui-Tai / Huang, Mao-Hsiung / Wang, Tai-Kuang / Yu, Cheng-Chung / Ying Dar Investment Development Corp. / Huang, Hsiu-Wen / Bae Haw Investment Development Corp. / Hsieh, Wen-Hsiung / Huang,Hui-Ling/ Li,Chi-Cheng/ Huang,Fu-Di |
Hsieh, Hui-Tai / Ying Dar Investment Development Corp. / Bae Haw Investment Development Corp. / Huang, Hui-Ling / Li, Chi-Cheng / Huang, Fu-Di |
Hsieh, Hui-Tai / Ying Dar Investment Development Corp. / Bae Haw Investment Development Corp. / Huang, Hui-Ling / Li, Chi-Cheng / Huang, Fu-Di |
| NT$1,000,000(inclusive)~ NT$2,000,000(exclusive) | None | None | None | None |
| NT$2,000,000 (inclusive) ~ NT$3,500,000 (exclusive) | None | None | Huang, Mao-Hsiung / Huang, Hsiu- Wen / Hsieh,Wen-Hsiung |
Huang, Mao-Hsiung / Huang, Hsiu- Wen / Hsieh,Wen-Hsiung |
| NT$3,500,000(inclusive)~ NT$5,000,000(exclusive) | None | None | Yu,Cheng-Chung | Yu,Cheng-Chung |
| NT$5,000,001(inclusive)~ NT$10,000,000(exclusive) | Tseng,Jui-Ming | Tseng,Jui-Ming | Tseng,Jui-Ming/ Wang,Tai-Kuang | Tseng,Jui-Ming/ Wang,Tai-Kuang |
| NT$10,000,001(inclusive)~ NT$15,000,000(exclusive) | None | None | None | None |
| NT$15,000,001(inclusive)~ NT$30,000,000(exclusive) | None | None | None | None |
| NT$30,000,001(inclusive)~ NT$50,000,000(exclusive) | None | None | None | None |
| NT$50,000,001(inclusive)~ NT$100,000,000(exclusive) | None | None | None | None |
| NT$100,000,000 or above | None | None | None | None |
| Total | 12 | 12 | 12 | 12 |
3.3.2 Remuneration to supervisors
| Unit: NT$thousands | Unit: NT$thousands | Unit: NT$thousands | Unit: NT$thousands | Unit: NT$thousands | Unit: NT$thousands | Unit: NT$thousands | Unit: NT$thousands | Unit: NT$thousands | ||
|---|---|---|---|---|---|---|---|---|---|---|
| Job title | Name | Remuneration to supervisors | Sum of A+B+C and ratio to net income(%) |
Remuneration received from investee enterprises other than subsidiaries or from theparent company |
||||||
| Base compensation(A) | Profit-sharingcompensation(B) | Expenses andperquisites(C) | ||||||||
| The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | |||
| Supervisor | Lin,Yu-Fen(Note) | None | None | 1,353 | 1,353 | 60 | 60 | 1,413 0.60% |
1,413 0.60% |
None |
| Supervisor | Tseng,Shu-Ling (Note) | |||||||||
| Supervisor | Ting,Hng-Hsun(Note) |
| Ranges of remuneration paid to each of the Company’s supervisors |
Name of supervisors | Name of supervisors |
|---|---|---|
| Sum of A+B+C | ||
| The Company | All consolidated entities | |
| Less than NT$1,000,000 | Lin,Yu-Fen / Tseng,Shu-Ling/ Ting,Hung-Hsun | Lin,Yu-Fen / Tseng,Shu-Ling/ Ting,Hung-Hsun |
| NT$1,000,000(inclusive)~ NT$2,000,000(exclusive) | None | None |
| NT$2,000,000(inclusive)~ NT$3,500,000(exclusive) | None | None |
| NT$3,500,000(inclusive)~ NT$5,000,000(exclusive) | None | None |
| NT$5,000,001(inclusive)~ NT$10,000,000(exclusive) | None | None |
| NT$10,000,001(inclusive)~ NT$15,000,000(exclusive) | None | None |
| NT$15,000,001(inclusive)~ NT$30,000,000(exclusive) | None | None |
| NT$30,000,001(inclusive)~ NT$50,000,000(exclusive) | None | None |
| NT$50,000,001(inclusive)~ NT$100,000,000(exclusive) | None | None |
| NT$100,000,000 or above | None | None |
| Total | 3 | 3 |
Note: In accordance with the laws, the Company has established the Audit Committee and repealed the setup of supervisors after re-electing the Board of Directors on July 26, 2021.
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3.3.3 Remuneration to general manager and assistant general managers
Unit: NT$ thousands
| Unit: NT$thousands | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Job title | Name | Salary (A) | Retirement pay and pension (B) | Rewards and special disbursements(C) |
Employee profit-sharing compensation (D) | Sum of A+B+C+D and ratio to net income(%) |
Remuneration received from investee enterprises other than subsidiaries or from theparent company |
|||||||
| The Company | All consolidated entities |
The Company |
All consolidated entities |
The Company | All consolidated entities |
The Company | All consolidated entities | The Company |
All consolidated entities |
|||||
| Amount in cash |
Amount in stock |
Amount in cash |
Amount in stock |
|||||||||||
| President & CEO | Wang,Tai-Kuang |
12,697 | 12,697 | 428 | 428 | 3,828 | 3,828 | 2,078 | None | 2,078 | None | 19,031 8.02% |
19,031 8.02% |
None |
| Executive Vice President |
Huang, Mao-Hsiung (Note) |
|||||||||||||
| Vice President | Yu,Cheng-Chung | |||||||||||||
| Vice President & Chairman’s Special Assistant & Corporate Governance Officer |
Hsieh, Wen-Hsiung |
|||||||||||||
| Vice President | Kao,Neng-Sen |
Note: Since Huang, Mao-Hsiung retired on March 31, 2022, the Company did not accrue his employee profit-sharing compensation.
| Ranges of remuneration paid to each of the Company’s general manager and assistantgeneral managers |
Names ofgeneral manager and assistantgeneral managers | Names ofgeneral manager and assistantgeneral managers |
|---|---|---|
| The Company | All consolidated entities | |
| Less than NT$1,000,000 | None | None |
| NT$1,000,000(inclusive)~ NT$2,000,000(exclusive) | None | None |
| NT$2,000,000(inclusive)~ NT$3,500,000(exclusive) | Huang,Mao-Hsiung/ Hsieh,Wen-Hsiung/ Kao,Neng-Sen | Huang,Mao-Hsiung/ Hsieh,Wen-Hsiung/ Kao,Neng-Sen |
| NT$3,500,000(inclusive)~ NT$5,000,000(exclusive) | Yu,Cheng-Chung | Yu,Cheng-Chung |
| NT$5,000,001(inclusive)~ NT$10,000,000(exclusive) | Wang,Tai-Kuang | Wang,Tai-Kuang |
| NT$10,000,001(inclusive)~ NT$15,000,000(exclusive) | None | None |
| NT$15,000,001(inclusive)~ NT$30,000,000(exclusive) | None | None |
| NT$30,000,001(inclusive)~ NT$50,000,000(exclusive) | None | None |
| NT$50,000,001(inclusive)~ NT$100,000,000(exclusive) | None | None |
| NT$100,000,000 or above | None | None |
| Total | 5 | 5 |
Names and distributions of employee profit-sharing compensation to managerial officers
| Unit: NT$ thousands | ||||||
|---|---|---|---|---|---|---|
| Job title | Name | Amountinstock | Amountincash | Total | As a % of net profit | |
| Managerial officers |
President & CEO | Wang,Tai-Kuang | None | 2,078 | 2,078 | 0.88% |
| VicePresident | Yu, Cheng-Chung | |||||
| Vice President & Chairman’s Special Assistant & Corporate Governance Officer |
Hsieh, Wen-Hsiung | |||||
| VicePresident | Kao,Neng-Sen | |||||
| Financial Executive | Huang,Hsiu-Wen | |||||
| AccountingSupervisor | Kuo,Kun-He |
- 18 -
3.3.4 Separately compare and describe total remuneration, as a percentage of net income stated in the parent company only financial reports or individual financial reports, as paid by this company and by each other company included in the consolidated financial statements during the past 2 fiscal years to directors, supervisors, general managers, and assistant general managers, and analyze and describe remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure
| Year 2021 | Year 2020 | The analysis of the ratio variation / The policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure |
|
|---|---|---|---|
| Ratio of total remuneration paid to directors, supervisors, general managers and assistant general managers to net income (%) |
14.39% | 14.02% | 1. The total amount of remuneration paid increased by 4.27% in 2021 compared with the preceding year, and the net income stated in the parent-company-only financial reports increased by 1.63% in 2021 compared with that of 2020. Therefore, the ratio of total remuneration to net income increased slightly. 2. In accordance with Article 22-1 of the “Articles of Incorporation”, the Company shall allocate 5 percent or more as employees’ compensation and 3 percent or less as remuneration for directors and supervisors when there is profit for the current year. The Company’s combination of remuneration shall be determined in accordance with the organizational regulations of the Compensation Committee, including cash remuneration, stock options, dividends, retirement benefits or resignation payments, various allowances and other measures with substantial incentives. Its scope is consistent with the remuneration of directors and managerial officers stated in “Regulations Governing Information to be Published in Annual Reports of Public Companies”. 3. On a regular basis, the Company evaluates the remuneration of directors and supervisors, and authorizes the Board of Directors to negotiate in accordance with the degree of participation and contribution value of individual directors and supervisors. It is also negotiated with reference to the industry standard, the Company’s operating conditions and performance evaluation results, and the performance evaluation is put into implementation in accordance with the Company’s “ Evaluation Regulations of the Board’s Performance”. The evaluation items include six major parts: alignment of the goals and missions of the Company, awareness of the duties of a director, participation in the operation of the Company, management of internal relationship and communication, the director’s professionalism and continuing education, and internal control. The general manager, assistance general managers and other managerial officers will use the performance evaluation results implemented by the “Codes for assessment” as a reference for bonus distribution. The evaluation project of manager performance is divided into four parts: leadership ability, team performance, innovation ability, and coordination and cooperation. It also comprehensively considers the industry standard, professional ability, goal achievement rate, contribution degree, company operation status, etc., and gives reasonable remuneration accordingly. Directors, supervisors and managerial officers in the event of major negative events (such as improper internal management or personnel fraud, etc.) will also affect the measurement of remuneration. The important decision of the management level is made after balancing various risk factors, and the performance of relevant decision-making is reflected on the Company’s profitability. Thus, the remuneration of the management level is related to the performance of risk control. The performance appraisal and remuneration rationality of the aforementioned directors, supervisors, and managerial officers are all reviewed by the Compensation Committee and the Board of Directors, and this remuneration system is reviewed in a timely manner based on the actual operating conditions and relevant laws and regulations, an effort to seek the balance between the Company’s sustainable operation and risk control. |
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3.4 Implementation of corporate governance
3.4.1 Operation of the Board of Directors
The number of board meetings held in the most recent fiscal year was: 7 (A) The attendance by the directors and supervisors was as follows:
| Title | Name | No. of meetings attended in person(B) |
No. of meetings attended by proxy |
In-person attendance rate (%) 【B/A】 |
Remarks |
|---|---|---|---|---|---|
| Chairman | Tseng,Jui-Ming | 7 | 0 | 100% | Re-elected on July26,2021 |
| Director | Hsieh,Hui-Tai | 5 | 0 | 71% | Re-elected on July26,2021 |
| Director | Huang,Mao-Hsiung | 3 | 0 | 100% | Resigned on July26,2021 |
| Director | Wang,Tai-Kuang | 4 | 0 | 100% | Newlyelected on July26,2021 |
| Director | Yu,Cheng-Chung | 4 | 0 | 100% | Newlyelected on July26,2021 |
| Director | Ying Dar Investment Development Corp. Representative: Huang,Hsiu-Wen |
7 | 0 | 100% | Re-elected on July 26, 2021 and re-appointed Huang, Hsiu-Wen as representative |
| Director | Bae Haw Investment Development Corp. Representative: Hsieh,Wen-Hsiung |
6 | 0 | 86% | Re-elected on July 26, 2021 |
| Independent Director |
Huang, Hui-Ling | 3 | 0 | 75% | Newly elected on July 26, 2021 |
| Independent Director |
Li, Chi-Cheng | 7 | 0 | 100% | Re-elected on July 26, 2021 |
| Independent Director |
Huang, Fu-Di | 7 | 0 | 100% | Re-elected on July 26, 2021 |
| Supervisor | Lin,Yu-Fen | 2 | 0 | 67% | Resigned on July26,2021 |
| Supervisor | Tseng,Shu-Ling | 1 | 0 | 33% | Resigned on July26,2021 |
| Supervisor | Ting,Hung-Hsun | 2 | 0 | 67% | Resigned on July26,2021 |
| Other information required to be disclosed: 1. If any of the following circumstances exists, specify the board meeting date, meeting session number, content of the motion(s), the opinions of all the independent directors, and the measures taken by the Company based on the opinions of the independent directors: (1) Any matter under Article 14-3 of the Securities and Exchange Act. (2) In addition to the matters referred to above, any dissenting or qualified opinion of an independent directory thatis on record orstatedin writingwith respect to any boardresolution. The dates of the meetings and sessions Contents of motion and the company’s responses Matters referred to in Article 14-3 of the Securities and Exchange Act Matters involving objections or expressed reservations by independent directors March 10, 2021 17thof 9thsession To discuss the amendments of “Procedures for Loaning Funds to Others”. To discuss the amendment of internal control system, version 19, andinternalaudit systemandrules,version8. To discuss remuneration adjustments of 2021 for the Chairman andmanagerialofficers. Independent directors’ opinions: None. The company’s responses: None. Resolution: All motions were passed unchanged by all directors present excluding those directors avoiding of motionsinconflict of interest onabove 3rdmotion. August 4, 2021 2thof 10thsession To engage the CompensationCommitteemembers. Independent directors’ opinions: None. The company’s responses: None. Resolution: The motion was passed unchanged by all directors present excluding those directors avoiding of motionsinconflict of interest. November 4, 2021 4thof 10thsession To discuss and review all remunerations of 2022 for directors and managerialofficers. To discuss year-end remunerations and bonuses to the Chairman andmanagerialofficersfor 2021. Independent directors’ opinions: None. The company’s responses: None. Resolution: All motions were passed unchanged by all directors present excluding those directors avoiding of motionsinconflict of interest. |
-
20 -
-
The status of implementation of recusals of directors with respect to any motions with which they may have a conflict of interest:
| 3. | The dates of the meetings and sessions |
The dates of the meetings and sessions |
Contents of motion | Contents of motion | Contents of motion | The directors’ names | The directors’ names | Causes for avoidance | Voting |
|---|---|---|---|---|---|---|---|---|---|
| March 10, 2021 17thof 9thsession |
To discuss remuneration adjustments of 2021 for the Chairman and managerial officers. |
Tseng, Jui-Ming / Huang, Mao-Hsiung / Ying Dar Investment Development Corp. Representative: Wang, Tai-Kuang / Bae Haw Investment Development Corp. Representative: Hsieh, Wen-Hsiung |
Because the aforementioned directors served as the Chairman or managers of the Company, they should be avoidance in accordance with the “Rules of Procedure for Board of Directors Meetings”. |
This motion was approved by the remaining directors. |
|||||
| August 4, 2021 2thof 10thsession |
To engage the Compensation Committee members. |
Huang, Hui-Ling / Li, Chi- Cheng |
Because the aforementioned directors were the members to be engaged, they should be avoidance in accordance with the “Rules of Procedure for Board of Directors Meetings”. |
This motion was approved by the remaining directors. |
|||||
| November 4, 2021 4thof 10thsession |
To discuss and review all remunerations of 2022 for directors and managerial officers. To discuss year-end remunerations and bonuses to the Chairman and managerialofficersfor 2021. |
Tseng, Jui-Ming / Wang, Tai-Kuang / Yu, Cheng- Chung |
Because the aforementioned directors served as the Chairman or managers of the Company, they should be avoidance in accordance with the “Rules of Procedure for Board of Directors Meetings”. |
This motion was approved by the remaining directors. |
|||||
| Implementationofevaluations oftheBoard of Directors: | |||||||||
| Evaluation cycle |
Evaluation period |
Scope of evaluation |
Method of evaluation |
Evaluation content | |||||
| Once a year |
January 1, 2021 ~ December 31, 2021 |
Overall Board | Internal evaluation of the Board |
Participation in the operation of the company Improvement of the quality of the board of directors’ decision making Composition and structure of the board of directors Election and continuing education of the directors Internalcontrol |
|||||
| Each director | Self-evaluation by each director |
Alignment of the goals and missions of the company Awareness of the duties of a director Participation in the operation of the company Management of internal relationship and communication The director’s professionalism and continuing education Internalcontrol |
|||||||
| Compensation Committee |
Self-evaluation by each Compensation Committee member |
Participation in the operation of the company Awareness of the duties of the compensation committee Improvement of quality of decisions made by the compensation committee Makeup of the compensation committee and election of its members Internalcontrol |
|||||||
| July 26, 2021 ~ December 31, 2021 (established after re- electing the Board of Directors on July 26, 2021) |
Audit Committee |
Self-evaluation by each Audit Committee member |
Participation in the operation of the company Awareness of the duties of the audit committee Improvement of quality of decisions made by the audit committee Makeup of the audit committee and election of its members Internalcontrol |
-
Give an evaluation of the targets that were adopted for strengthening of the functions of the board during the current and immediately preceding fiscal years (e.g., establishing an audit committee, increasing information transparency, etc.) and the measures taken toward achievement thereof: (1) Enhancement for function of the Board of Directors
-
After the re-election of directors on July 26, 2021, all directors have neither a spousal relationship nor a relationship within the second degree of kinship with any other director, with the exceptions of director Tseng, Jui-Ming and director Hsieh, Hui-Tai (in-laws siblings). Thus, the independence of the Board was improved.
-
“Procedures for Election of Directors” and “Rules of Procedure for Board of Directors Meetings” were adopted to elect the directors in accordance with the Company’s diversity policy, then smooth the operation of the Board and follow the regulations. “Evaluation Regulations of the Board’s Performance” was also continuously amended and the Corporate Governance Officer was appointed to implement corporate governance and enhance the Company’s board functions.
-
21 -
Several members of the Board have attended continuing education courses that are related to corporate governance during their term in office. The courses are organized by institutions designated in the Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE/TPEx Listed Companies, and can enhance director’s professional knowledge about corporate governance.
(2) Establishment of the Audit Committee
After the Company re-elected all directors at the Shareholders’ Meeting on July 26, 2021, the three elected independent directors set up an audit committee to be responsible for reviewing both annual and quarterly financial statements, revisions of internal control systems, as well as major assets or derivative transactions, fund loans, and endorsements, or guarantees, etc. This committee also conducts adequate communicates with CPAs (certified public accountants) and Chief Internal Auditor, thus assisting the Board of Directors to improve the corporate governance performance.
3.4.2 Audit Committee or attendance of Supervisors at Board Meetings:
The Company has established the Audit Committee and repealed the setup of supervisors on July 26, 2021.
Operation of the Audit Committee
The number of Audit Committee meetings held in the most recent fiscal year was: 2 (A) The attendance by the independent directors was as follows:
| Title | Name | No. of meetings attended in person(B) |
No. of meetings attended by proxy |
In-person attendance rate (%) 【B/A】 |
Remarks |
|---|---|---|---|---|---|
| Independent Director |
Huang, Hui-Ling | 2 | 0 | 100% | Newly elected on July 26, 2021 |
| Independent Director |
Li, Chi-Cheng | 2 | 0 | 100% | Re-elected on July 26, 2021 |
| Independent Director |
Huang, Fu-Di | 2 | 0 | 100% | Re-elected on July 26, 2021 |
| Other information required to be disclosed: 1. If any of the following circumstances exists, specify the audit committee meeting date, meeting session number, content of the motion(s), the content of any dissenting or qualified opinion or significant recommendation of the independent directors, the outcomes of audit committee resolutions, and the measures taken by the Company based on the opinions of the audit committee: None. (1) Any matter under Article 14-5 of the Securities and Exchange Act. (2) In addition to the matters referred to above, any matter that was not approved by the audit committee but was approved by a two-thirds or greater majority resolution of the board of directors. 2. Implementation of recusals of independent directors with respect to any motions with which they may have a conflict of interest: None. 3. Communication between the independent directors and the chief internal audit officer and the CPAs that serve as external auditor (including any significant matters communicated about with respect to the state of the company’s finances and business and the method(s) and outcomes of the communication.) Date / Communication ways Attendance Communication points Results of communication November 4, 2021 Forum Independent Director: Huang, Hui-Ling / Li, Chi-Cheng / Huang, Fu-Di CPA: Yang , Po-Jen Chief Internal Auditor : Liu,Ying-Lan Summary of reviewing the interim financial report. Annual audit plan. Important revision of laws and regulations. No comment November 4, 2021 Audit Committee Independent Director: Huang, Hui-Ling / Li, Chi-Cheng / Huang, Fu-Di Chief Internal Auditor : Liu,Ying-Lan Making and implementation method of internal audit plan for 2022. No comment |
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Attendance by the Supervisors at Board of Directors Meetings
The number of board meetings held in the most recent fiscal year was: 3 (A) The attendance by the supervisors was as follows:
| Title | Name | No. of meetings attended(B) |
Attendance rate (%) 【B/A】 |
Remarks |
|---|---|---|---|---|
| Supervisor | Lin,Yu-Fen | 2 | 67% | Resigned on July26,2021 |
| Supervisor | Tseng,Shu-Ling | 1 | 33% | Resigned on July26,2021 |
| Supervisor | Ting,Hung-Hsun | 2 | 67% | Resigned on July26,2021 |
| Other information required to be disclosed: 1. Composition and duties of the supervisors: (1) Communication between the supervisors and company employees and shareholders (e.g., the channels and methods of communication): Specialist will contact the supervisors whenever necessary and supervisors will attend shareholders’ meeting, thus establishing the channel of communication between company employees and shareholders. (2) Communication between the supervisors and the chief internal audit officer and the CPAs that serve as external auditor (including matters communicated about with respect to the state of the company’s finances and business and the method(s) and outcomes of the communication.) Date / Communication ways Communicator Communication points Results of communication March 10, 2021 CPA: Yang , Po-Jen Responsibilities of auditing financial statements, audit scope, audit findings, and independence declaration of auditors. The items attended by the authorities. Important revision of laws and regulations. No comment March 10, 2021 Board of DirectorsChief Internal Auditor : Liu, Ying-Lan 2020 Q4 internal audit report. Implementation report of ethical corporate management. No comment May 4, 2021 Board of DirectorsChief Internal Auditor : Liu, Ying-Lan 2021 Q1 internal audit report. Report of communication with stakeholders. Management report of intellectualproperty. No comment 2. If any supervisor has expressed an opinion at a board meeting, specify the specify the board meeting date, meeting session number, content of the motion, the outcome of the resolution by the board, and the measures taken by the Company based on the opinion expressed by the supervisor: None. |
3.4.3 Corporate governance – implementation status and deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons
| Evaluation Item | Implementation Status | Implementation Status | Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons |
|
|---|---|---|---|---|
| Yes | No | Summary description | ||
| 1. Has the Company established and disclosed its Corporate Governance Best-Practice Principles based on the Corporate Governance Best- Practice Principles for TWSE/TPEx Listed Companies? |
|
The Company has established the Corporate Governance Best-Practice Principles based on “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”. The information has been disclosed on the Market Observation Post System website and the Company’s website. |
None. |
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| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| 2. Shareholding structure and shareholders’ rights (1) Does the Company have Internal Operation Procedures for handling shareholders’ suggestions, concerns, disputes and litigation matters. If yes, have these procedures been implemented accordingly? (2) Does the Company know the identity of its major shareholders and the parties with ultimate control of the major shareholders? (3) Has the Company built and implemented a risk management system and a firewall between the Company and its affiliates? (4) Has the Company established internal rules prohibiting insider trading of securities based on undisclosed information? |
|
The Company has designated a spokesperson and deputy spokesperson responsible for the handling of issues such as suggestions or dispute from shareholders. Stock related divisions handle related matters and accurately perceive significant shares transactions of shareholders. The Company and its affiliated companies operate independently. Codes for the establishment and management of subsidiaries have been set forth. Regular and timely auditing will be conducted by audit office, finance department or CPA. The “Codes for Ethical Management” and “Procedures for Preventing Insider Trading” implemented, regulates the Company’s employees to follow provision of the Securities and Exchange Act and not to use undisclosed information to engage in insidertrading. |
None. None. None. None. |
|
| 3. Composition and responsibilities of the board of directors (1) Have a diversity policy and specific management objectives been adopted for the board and have they been fully implemented? |
| The Company has set up the policy of diversified members of the Board under Article 20 of the “Corporate Governance Practice Principles”, including considerations of the basic condition and value of the members of the Board (e.g. gender, age, nationality, and culture) and the professional knowledge and skills (e.g. law, accounting, industry, finance, marketing, or technology). In order to reach the ideal goal of corporate governance, the Board shall have the overall capability of operation management, leadership and decision making, knowledge in the industry, and financial accounting. The management objective, achievement of objective and implementation of this policy are listed in “Diversity and independence of the Board of Directors”(page 14 in this report) and disclosed on the Company’s website. |
None. |
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| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (2) Has the Company voluntarily established other functional committees in addition to the remuneration committee and the audit committee? (3) Has the Company established rules and methodology for evaluating the performance of its Board of Directors, implemented the performance evaluations on an annual basis, and submitted the results of performance evaluations to the board of directors and used them as reference in determining salary/compensation for individual directors and their nomination and additional office terms? |
| | The Company currently only has the Compensation Committee and the Audit Committee. There are no other functional committees. “Evaluation Regulations of the Board’s Performance” were implemented and stated that evaluation of the Board’s performance shall be completed before the end of the first quarter of the following year, including the overall Board performance, each directo, Compensation Committee and Audit Committee. Evaluation method includes self-evaluation of the Board, each director/Compensation Committee member/Audit Committee member. The deliberative unit of Board of Directors is responsible for the performance evaluation which was conducted by questionnaire survey. First, the deliberative unit collects information related to Board of Directors and conducts an overall evaluation, then each director/ Compensation Committee member/Audit Committee member would make a self-evaluation.The result of performance evaluation will also be a criterion for review and improvement of directors/ Compensation Committeee members/Audit Committee members, and a reference for remuneration, nomination and re-appointment. 2021 evaluation of the Board’s performance was completed in the beginning of 2022, and its result was proposed at the Board meeting on March 10, 2022. The measurement items and evaluation result are listed in Note 1 and disclosed on the Company’s website. |
Not in accordance with Article 27 of “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”. Considering the scale of the Company, there is no urgent need. Once business scale has expanded, establishment will be as required. None. |
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| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (4) Does the Company regularly evaluate its external auditors’ independence? |
| The Company has regulated it shall regularly evaluate the independence and suitability of the CPA engaged under Article 29 of the “Corporate Governance Practice Principles”. Referencing “Statements of Auditing Standards(SAS)” and “The Bulletin of Norm of Professional Ethics for Certified Public Accountant”, the Company assesses the independence and suitability of CPAs annually through questionnaires to ensure the Company and its subsidiaries or affiliated companies have no conflicting interests with CPAs. Items of assessment include the independence and objectiveness of their financial interests, business relations as well as family and personal relations. Yang, Po-Jen/Su, Yen-Ta and Chen, Yung-Hsiang/Su, Yen-Ta, CPAs for year 2021 and 2022 respectively, have achieved the Company’s standards of the independence after evaluation. The evaluation result (as Note 2) and “confirmation of independence” provided by CPAs were submitted to and passed by the Board meeting held on March 10, 2021 and March 10, 2022. The evaluation of CPAs’ independence would be first reviewed by the Audit Committee, then submitted to the Board of Directors after the Audit Committee was established on July 26, 2021. |
None. |
|
| 4. Does the TWSE/TPEx listed company have in place an adequate number of qualified corporate governance officers and has it appointed a chief corporate governance officer with responsibility corporate governance practices (including but not limited to providing information necessary for directors and supervisors to perform their duties, aiding directors and supervisors in complying with laws and regulations, organizing board meetings and annual general meetings of shareholders as required by law, and compiling minutes of board meetings and annual general meetings)? |
|
The Company appointed Hsieh, Wen- Hsiung, Vice President & Chairman’s Special Assistant, as the ” Corporate Governance Officer” who is responsible for relative affairs of corporate governance to protect the rights of shareholders and enhance the function of the Board of Directors. Another corporate governance personnel was not deployed yet. That officer was with a minimum of three year experience in financial management in a public company, and has participated in appropriate educational training courses to comply with the stipulations of the regulations (as Note 4). The main responsibilities of “Corporate Governance Officer” are as below: |
None. |
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| Evaluation Item | Implementation Status | Implementation Status | Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons |
|
|---|---|---|---|---|
| Yes | No | Summary description | ||
| A. Handling matters relating to board meetings and shareholders’ meetings according to laws. B. Producing minutes of board meetings and shareholders’ meetings. C. Furnishing information required for business execution by directors. D. Assisting in onboarding and continuous development of directors. E. Assisting directors with legal compliance. The corporate governance operation status of year 2021 was listed below and proposed at the Board meeting on March 10, 2022: A. Assisting directors for business execution, furnishing information required by them, and assisting them for continuous education. ‧Irregularly revising the internal procedures in accordance with the latest corporate governance- related laws and regulations and furnishing those to directors as references when they took office. ‧Furnishing information required for business execution by directors. Keeping a smooth communication channel between directors and the Company’s staff. ‧Arranging communication forums with independent directors, chief internal auditor and CPAs. (Communication status is disclosed on the Company’s website and “3.4.2 Audit Committee or attendance of Supervisors at Board Meetings” in this report.) ‧Furnishing education information to directors. B. Handling matters relating to board meetings and shareholders’ meetings. ‧Confirming the convention of board meetings and shareholders’ meetings in accordance with related laws and Corporate Governance Practice Principles. ‧Preparing the meeting notice, handbook, and meeting minutes of shareholders’ meeting before the deadline. |
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| Evaluation Item | Implementation Status | Implementation Status | Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons |
|
|---|---|---|---|---|
| Yes | No | Summary description | ||
| ‧Planning the agenda for a Board meeting and send notice to all Board members seven days before the meeting. Conducting the meeting and provide meeting data. Sending notice ahead on proposal items with conflicts of interest and completing the meeting minutes with twenty days after the meeting. ‧Reporting corporate governance operation status to directors. C. Performance evaluation of the Board for year 2021. D. Noticing the Board members immediately after releasing important message to make sure the Board members were informed immediately of the Company’s important message. E. Purchasing the “Directors Liability Insurance” for directors. F. Assisting directors with legal compliance by irregularly sending related laws and regulations. |
||||
| 5. Has the Company established channels for communicating with its stakeholders (including but not limited to shareholders, employees, customers, suppliers, etc.) and created a stakeholders section on its company website? Does the Company appropriately respond to stakeholders’ questions and concerns on important corporate social responsibility issues? |
| The Company respects the rights of the stakeholders. By identifying the stakeholders and with proper communication and involvement of stakeholders, the Company can understand the reasonable expectations and needs and therefore response properly to the major corporation social responsibility issue that concerned the stakeholders. The Company has set up a section for the stakeholders on the official website to disclose and communicate the major issues that concerned the stakeholders, and submitted the communication status with stakeholders to the Board meeting periodically. The recent report to the Board of Directors is scheduled in May 2022, and its details is in Note 3. Besides, the Company has posted phone number and email contact information of the spokesperson and deputy spokesperson on the Market Observation Post System and the Company’s website for communication with the stakeholders. Also yearly prepare the “Sustainability Report” (named “Corporate Social Responsibility Report” before year 2020) on the Company’s website of referenceforthe stakeholders. |
None. |
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| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| 6. Has the Company appointed a professional shareholder services agent to handle matters related to its shareholder meetings? |
| The Company has commissioned the professional stock affairs agent - Yuanta Securities Stock Transfer Agent to handle matters of shareholders’ meetings. |
None. | |
| 7. Information disclosure (1) Has the Company established a corporate website to disclose information regarding its financials, business, and corporate governance status? (2) Does the Company use other information disclosure channels (e.g., maintaining an English- language website, designating staff to handle information collection and disclosure, appointing spokespersons, webcasting investors conference etc.)? (3)Does the company publish and report its annual financial report within two months after the end of the fiscal year, and publish and report its financial reports for the first, second, and third quarters as well as its operating statements for each month before the specified deadlines? |
|
| The Company has established a website where information on financial operations and corporate governance is disclosed timely. The Company has websites in Chinese and English. In addition to a designated specialist responsible for the collection and disclosure of company information, persons with comprehensive understanding of the company’s finance and business or are able to coordinate departments to provide relevant information are chosen as the spokesperson and deputy spokesperson and provide statements on behalf of the Company. Besides, the movie of investor conference was put on the Company’s website. All above measures are to insure the timely and full disclosure of information that may influence the decisions of shareholders and stakeholders. The Company did not announce and report the annual financial report within two months after the end of the fiscal year, but already announced and reported the first, second and third quarter financial reports and operation of each month in advance before the prescribed period. |
None. None. Not in accordance with Article 55 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies due to the complicated process of preparing annual consolidated financial report. The Company will continuously improve it. |
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| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Implementation Status | Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons |
|
|---|---|---|---|---|---|---|
| Yes | No | Summary description | ||||
| 8. | Has the Company disclosed other information to facilitate a better understanding of its corporate governance practices (including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, directors’ and supervisors’ continuing education, the implementation of risk management policies and risk evaluation standards, the implementation of customer relations policies, and purchasing liability insurance for directors and supervisors)? |
|
A. Suitable educational courses are selected by directors and managerial officers (including corporate governance officer) according to their time and professional background. Status of continuing education in recent years is listed in Note 4. B. The Company’s risk management policy and procedure are listed as “7.7 Other important matters” in this report and disclosed on the Company’s website. C. The Company annually purchased liability insurance for directors. Current insurance has a compensation limit of US$5 million, and its period is one year starts from January 18, 2022. The details of liability insurance has been submitted to the Board meeting held on March 10,2022. |
None. |
||
| 9. | Please describe improvements that have already been made based on the Corporate Governance Evaluation results released for the most recent fiscal year by the Corporate Governance Center, Taiwan Stock Exchange, and specify the priority enhancement objectives and measures planned for any matters still awaiting improvement. (If the Company was not included among the companies evaluated for the given recent year, this item does not need to be completed.) Indicators Assessmentresults Improvements Whether the Audit Committee of the Company discloses its annual task focuses and operationsituations or not? The Audit Committee is not yet established for the moment. The Company has established the Audit Committee and implemented by indicators onJuly26,2021. Whether the Company’s annual report discloses the link between performance evaluation and remuneration of directors and managers or not? In the annual report, it is not stated that the remuneration payment procedures have taken into account of relevant results of the performance evaluation of directors and managers. The Company has implemented by indicators in 2021. |
|||||
| Indicators | Assessmentresults | Improvements | ||||
| Whether the Audit Committee of the | The Audit Committee is not yet established | The Company has established the | ||||
| Company discloses its annual task | for the moment. | Audit Committee and implemented by | ||||
| focuses and operationsituations or not? | indicators onJuly26,2021. | |||||
| Whether the Company’s annual report | In the annual report, it is not stated that the | The Company has implemented by | ||||
| discloses the link between performance | remuneration payment procedures have | indicators in 2021. | ||||
| evaluation and remuneration of directors | taken into account of relevant results of the | |||||
| and managers or not? | performance evaluation of directors and | |||||
| managers. | ||||||
Note 1: The measurement items and evaluation result of the Board’s performance in year 2021 are listed as below:
| Evaluation scope |
Measurement items | Evaluation result |
Items to be improved |
Improvement plan or actions |
|---|---|---|---|---|
| Overall Board |
Participation in the operation of the company Improvement of the quality of the board of directors’ decision making Composition and structure of the board of directors Election and continuing education of the directors Internalcontrol |
The achieving rate is 97%. It still looks good. |
Enhance directors to attend diverse courses beyond their specialty. Increase the number of training hours for directors to enhance their professional knowledge and skills. |
The improvement actions are as follows which have already been adopted by the Board of Directors and is now in full operation since 2022: Actively provide the information of diverse courses to the Board members in order to strengthen prior notice and planning for education and training, and increase directors’ willingness and training hours. Provide diverse training channel such as remote learning and physical lessons for the Board members to attend. Evaluate whether to hire external lecturers to teach in the Company and facilitate education and training participation by the Board members. |
| Individual director |
Alignment of the goals and missions of the company Awareness of the duties of a director Participation in the operation of the company Management of internal relationship and communication The director’s professionalism and continuing education Internal control |
The achieving rate is 97%. It still looks good. |
- 30 -
| Evaluation scope |
Measurement items | Evaluation result |
Items to be improved |
Improvement plan or actions |
|---|---|---|---|---|
| Compensation Committee |
Participation in the operation of the company Awareness of the duties of the compensation committee Improvement of quality of decisions made by the compensation committee Makeup of the compensation committee and election of its members Internalcontrol |
The achieving rate is 99%. It looks great. |
None. | None. |
| Audit Committee |
Participation in the operation of the company Awareness of the duties of the audit committee Improvement of quality of decisions made by the audit committee Makeup of the audit committee and election of its members Internal control |
The achieving rate is 100%. It looks great. |
Note 2: The key items of the CPA’s independence assessment standards are listed as below:
| Assessment item | Assessment result |
Comply with independence or not |
|---|---|---|
| The CPA has rotated regularly (generally not more than 7 years per term) for at least a certain period (generallynotless than 2years) beforereturning. |
Yes | Yes |
| The CPA has no spousal, direct kinship, direct in-law, or relative relationship of second degree or closer withtheresponsible persons or managers ofthe Company. |
Yes | Yes |
| The CPA or his/her spouse or minor children have no investment, financial benefit sharing, or financial loan relationshipwiththe Company. |
Yes | Yes |
| The CPA has completed all financialstatement auditsforthe Company onschedule. | Yes | Yes |
| The CPA has providedfinancialand taxconsultationservicesforthe Companyirregularly. | Yes | Yes |
| The CPA hashandledno accounts onbehalfofthe Company. | Yes | Yes |
| The CPA is not currently employed by the Company to handle regular affairs, not receiving a fixed salary, andnot serving as a directororsupervisor. |
Yes | Yes |
| The CPA has not served as a director, supervisor, manager, or as a staff member who has a significantinfluence onthefinancialstatement audit cases; andhasresignedfor less thantwo years. |
Yes | Yes |
| The CPA isnotinvolvedin majordecisions ofthe Company. | Yes | Yes |
| The Companyhasnot threatened tofilelegalproceedings against the CPA. | Yes | Yes |
| The Company has not threatened to revoke appointment for non-audit cases or force the CPA firm to accept an inappropriate accounting policyfora specific transaction. |
Yes | Yes |
| The Companyhasnot threatened to terminate the appointment or renewal foraudit cases. | Yes | Yes |
| The Company has not exerted pressure on the CPA to improperly reduce the audit work that should have beenperformedinordertolowerprofessional fees. |
Yes | Yes |
| The Company’s personnel have not oppressed the auditors with professional attitudes to force them to accept amatterunderdispute. |
Yes | Yes |
| The Companyhas obtained the “confirmation of independence” issued bythe CPA every year. | Yes | Yes |
Note 3: The major issues that concerned the stakeholders, main communication channels and response method are listed as below:
| Stakeholders | Major issues |
Main communication channels, responsemethod andfrequency |
Communication with the stakeholdersinyear 2021 |
|---|---|---|---|
| Employee | ‧Economy performance‧Market image‧Diversified and equality‧Work health and safety |
‧Convene employee welfare committee (irregularly)‧Hold labor-management meeting (quarterly)‧Convene occupational safety and health committee(quarterly) ‧Annouce on the Company’s internal and externalwebsite (irregularly) ‧Convene catering service committee (2~3 months)‧Compile corporate social responsibility report (yearly)‧Contact person: Admistration Dept.—Ms. Lo(E-mail: [email protected]) |
‧Encouraged employees toappreciate the arts and cultural performances, and there were 126 people who were subsidized for this purpose with a total amount of NT$60 thousand. ‧Subsidized employees for leisuretravel activities with a total of 1,356 people, or an amount of NT$740 thousand. |
| Customer | ‧Economy performance‧Purchasing practice‧Supplier’s environmentevaluation ‧Energy management‧Waste water and waste‧Employer-employeerelations ‧Diversified and equality‧Work health and safety |
‧Conduct the Customer Satisfaction Survey (yearly)‧Communicate via e-mail, conference, and audit(irregularly) ‧Annouce on the Company’s external website(irregularly) ‧Compile corporate social responsibility report (yearly)‧Contact person: Global Business DevelopmentDivision—Mr. Wu (E-mail: [email protected]) |
‧Excellent performance ofcorporate social responsibility performance (CSR) ranked in the top 25% of all suppliers reviewed by EcoVadis, and received the Silver Medal for CSR performance. ‧Participated on-line “The Societyfor Information Display” and “Embedded World” to adequately communicate with customers on- line. ‧Customer satisfaction acceptanceindex reached 4.18 (full mark is 5). |
- 31 -
| Stakeholders | Major issues |
Main communication channels, responsemethod andfrequency |
Communication with the stakeholdersinyear 2021 |
|---|---|---|---|
| Supplier | ‧Market image‧Raw materials‧Employer-employeerelations ‧Industrial relations |
‧Conduct supplier evaluation and on-site audit(irregularly) ‧Annouce on the Company’s external website(irregularly) ‧Compile corporate social responsibility report (yearly)‧Contact person: Procurement Division—Mr. Sheng(E-mail: [email protected]) |
‧Total 245 suppliers has signed“edtSupplier Quality and Transportation Agreement”, which contains responsibility of society and environment, and compliance of laws and regulations requested by the Company. 97.2% of main suppliers have signed this agreement. |
| Government | ‧Economy performance‧Market image‧Compliance ofenvironmental regulations ‧Green gas emission‧Waste water and waste‧Water resourcemanagement ‧Employer-employeerelations ‧Work health and safety |
‧Feedback related data for government’s request(irregularly) ‧Audit the compliance of regulations‧Participate related union / association (irregularly)‧Compile corporate social responsibility report (yearly)‧Contact person: Admistration Dept.—Mr. Tan(E-mail: [email protected]) |
‧Participated in the on-line forumsheld by the competent authority, including the Prevention of Insider-Trading Conference, the TWSE(Taiwan Stock Exchange) Corporate Governance Conference, the Labor Standards Act Institute, etc. ‧Irregularly cooperated with theTWSE to check the routine requirements according to laws and regulations. ‧Irregularly met the request of theTWSE to fill in various online questionnaire. |
| Stockholder / Investor |
‧Economy performance‧Market image‧Waste water and waste‧Employer-employeerelations ‧Industrial relations‧Work health and safety |
‧Hold stockholders’ meeting and investor conference(yearly) ‧Set up hotline and e-mail of spokesperson(irregularly) ‧Annouce on the Market Observation Post System(irregularly) ‧Annouce on the Company’s external website(irregularly) ‧Compile corporate social responsibility report (yearly)‧Contact person: Spokesperson—Mr. Hsieh (E -mail:[email protected]), deputy spokesperson—Mr. Kuo (E-mail: [email protected]), and stock affairs— Ms. Liu (E-mail: [email protected]) |
‧Total 36 announcemtnts ofmaterial information in Chinese and English. ‧Held an investor conference.‧Received over 20 analysts fromdomestic institution. |
| Community resident |
‧Economy performance‧Market image‧Waste water and waste‧Employer-employeerelations ‧Work health and safety |
‧Communicate via telephone (irregularly)‧Annouce on the Company’s external website(irregularly) ‧Compile corporate social responsibility report (yearly)‧Contact person: Admistration Dept.—Mr. Tan(E-mail: [email protected]) |
‧A blood donation event and acharitable event on Moon Festival Holiday were held. There were total 96 employees participated and NT$100 thousand and 407 gifts donated. ‧Sponsored the Eden SocialWelfare Foundation’s 2021 “Believe in Love, Fly Slowly” charity concert, and donated NT$50 thousand. |
Note 4: Continuing education of directors and managerial officers (including Corporate Governance Officer):
| Job title | Name | Time of education |
Sponsoring organization | Name of course | Hours |
|---|---|---|---|---|---|
| Director / President & CEO |
Wang, Tai-Kuang |
Sep. 1, 2021 | Financial Supervisory Commission |
The 13rdTaipei Corporate Governance Forum | 6 |
| Independent Director |
Li, Chi-Cheng |
Sep. 1, 2021 | Financial Supervisory Commission |
The 13rdTaipei Corporate Governance Forum | 6 |
| Independent Director |
Huang, Fu-Di | Sep. 1, 2021 | Financial Supervisory Commission |
The 13rdTaipei Corporate Governance Forum | 6 |
| Independent Director |
Huang, Hui-Ling |
Oct. 19~20, 2021 |
Securities and Futures Institute |
Forum of practices of directors (independent directors included), supervisors and corporate governance officers |
12 |
| Representative of Director / Vice President & Chairman’s Special Assistant / Corporate Governance Officer |
Hsieh, Wen-Hsiung (Note) |
Sep. 1, 2021 | Financial Supervisory Commission |
The 13rdTaipei Corporate Governance Forum | 6 |
| Sep. 15, 2021 | Taiwan Digital Governance Association |
Directors and supervisors responsibility and risk management seminar |
3 | ||
| Sep. 28, 2021 | The Institute of Internal Auditors |
How auditors detect financial statement frauds | 6 | ||
| Representative of Director / Financial Executive |
Huang, Hsiu-Wen |
Nov. 12, 2021 | Securities and Futures Institute |
Propaganda for preventing insider trading 2021 | 3 |
| Dec. 7, 2021 | Taiwan Stock Exchange | 2021 Cathay Sustainable Finance and Climate Change SummitForum |
6 | ||
| Accounting Supervisor |
Kuo, Kun-He | Dec. 20~21, 2021 |
Accounting Research and Development Foundation |
Accounting supervisors’ continuing study and professional training course for issuer, securities firms, and securities exchanges. |
12 |
Note: In compliance with the regulation of “corporate governance office” that must attend at least 12 hours of advanced study per year.
- 32 -
3.4.4 Composition, responsibilities and operations of the Compensation Committee
-
A. Approved by the Company’s Board of Directors on August 4, 2021, independent directors Mr. Li, Chi-Cheng, Ms. Huang, Hui-Ling, and Mr. Hung, Kuang-Te were appointed as members of the 5[th] Compensation Committee. After the board meeting on that day, Mr. Li, Chi-Cheng was mutually recommended by the members as the convener of the committee.
-
B. The responsibility of the Compensation Committee is to evaluate the payment policies and systems of the Company’s directors and managerial officers in a professional and objective position, and makes recommendations to the Board of Directors for its decision making references.
C. Information on Compensation Committee members
references. C. Information on Compensation Committee members |
references. C. Information on Compensation Committee members |
references. C. Information on Compensation Committee members |
references. C. Information on Compensation Committee members |
|
|---|---|---|---|---|
| As of April 19,2022 | ||||
| Position | Qualifications Name |
Professional qualifications and experience |
Independence analysis | Number of other public companies at which the person concurrently serves as compensation committee member |
| Independent Director (Convener) |
Li, Chi-Cheng | Please refer to “Disclosure of information regarding the professional qualifications and experience of directors and the independence of independent directors”(page 13 in this report). |
The independent director or their spouse or any relative within the second degree did not serve as a director, supervisor, or employee of the Company or any of its affiliates. The independent director or their spouse or any relative within the second degree (or through nominees) did not held any share of the Company. The independent director or their spouse or any relative within the second degree did not serve as a director, supervisor, or employee of any company having a specified relationship with the Company (see Article 6, paragraph 1, subparagraphs 5 to 8 of the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange). Not a professional individual, sole proprietor, partner, owner of a company or institution, director, supervisor, manager or a spouse thereof of a sole proprietorship, partnership, company, or institution providing auditing or services including commercial, legal, financial, accounting or consultation services to the Company or its related companies, so did not receive any pay from the Company or its related companies. |
0 |
| Independent Director |
Huang, Hui-Ling | 0 | ||
| Other | Hung, Kuang-Te | Once worked at Calderys Taiwan Co., Ltd. as factory manager and manager of export dept. more than 15 years, and has experience required for the Company’s business. |
0 |
D. Operation of the Compensation Committee
-
(1) The Company’s Compensation Committee has a total of 3 members.
-
(2) The term of the current members is from July 26, 2021 to July 25, 2024. The number of Compensation Committee meetings held in the most recent fiscal year was: 3 (A). The attendance by the members was as follows:
follows: |
|||||
|---|---|---|---|---|---|
| Title | Name | No. of meetings attended in person(B) |
No. of meetings attended by proxy |
In-person attendance rate (%) 【B/A】 |
Remarks |
| Convener | Li,Chi-Cheng | 4 | 0 | 100% | Re-elected on August 4,2021 |
| Member | Hung,Kuang-Te | 4 | 0 | 100% | Re-elected on August 4,2021 |
| Member | Huang,Fu-Di | 2 | 0 | 100% | Resigned on August 4,2021 |
| Member | Huang,Hui-Ling | 2 | 0 | 100% | Newlyelected on August 4,2021 |
| Other information required to be disclosed: 1. If the board of directors does not accept, or amends, any recommendation of the Compensation Committee, specify the board meeting date, meeting session number, content of the recommendation(s), the outcome of the resolution(s) of the board of directors, and the measures taken by the Company with respect to the opinions given by of the Compensation Committee (e.g., if the salary/compensation approved by the board is higher than the recommendation of the Compensation Committee, specify the difference(s) and the reasons): None. 2. With respect to any matter for resolution by the Compensation Committee, if there is any dissenting or qualified opinion of a committee member that is on record or stated in writing, specify the Compensation Committee meeting date, meeting session number, content of the motion, the opinions of all members, and the measures taken by the Company with respect to the members’ opinion: None. |
-
33 -
-
The contents of motion, resolutions, and the Company’s responses to Compensation Committee were listed as below:
| as below: | |||
|---|---|---|---|
| The dates of the meetings and sessions |
Contents of motion | Resolutions | The Company’s responses |
| March 10, 2021 9thof 4thsession |
To discuss the distribution of 2020 employees’ compensation and remuneration for directors and supervisors. |
Passed unchanged by all members present. |
Submitted to the Board meeting and passed unchanged by all directors present. |
| To discuss remuneration adjustments of 2021 for the Chairman and managerial officers. |
Passed unchanged by all members present. |
Submitted to the Board meeting and passed unchanged by all directors present excluding 4 directors avoiding of motions in conflict of interest. |
|
| May 4, 2021 10thof 4thsession |
To start the “Employee Stock Ownership Trust”. |
Passed unchanged by all members present. |
Submitted to the Board meeting and passed unchanged by all directors present. |
| August 12, 2021 1thof 5thsession |
To discuss the distribution details of 2020 employees’ compensation and remuneration for directors and supervisors. |
Passed unchanged by all members present. |
Submitted to the Board meeting and passed unchanged by all directors present. |
| November 4, 2021 2thof 5thsession |
To review of all remunerations of 2022 for directors and managerial officers. |
Passed unchanged by all members present. |
Submitted to the Board meeting and passed unchanged by all directors present excluding 3 directors avoiding of motions in conflict of interest. |
| To discuss year-end remunerations and bonuses to the Chairman and managerial officers for 2021. |
Passed unchanged by all members present. |
Submitted to the Board meeting and passed unchanged by all directors present excluding 3 directors avoiding of motions in conflict of interest. |
3.4.5 Promotion of sustainable development – implementation status and deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons
| Item | Implementation status | Implementation status | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| 1. Has the Company established a governance framework for promoting sustainable development, and established an exclusively (or concurrently) dedicated unit to be in charge of promoting sustainable development? Has the board of directors authorized senior management to handle related matters under the supervision of the board? |
| The Company’s “CSR Committee” was established in 2015 and renamed to the “Sustainable Development Committee” in 2022 with President & CEO serving as the highest principal to irregularly hold meetings with ranking executives of different fields from several departments, including Finance, Administration, Industrial Safety & Business Planning, Procurement, and the Staff Benefits Committee so as to integrate resources of each department, promote various sustainable development operations, and map out a medium and long-term sustainable development plan accordingly. The duties of the Committee are as following: A. Set the goal and plan for sustainable development of the Company. B. In the beginning of every year, propose the execution plan of the year on sustainable development and the execution result of the previous year to the Board of Directors. C. Identify the sustainable issues need to be concerned, then set the adaptive strategies. D. Consolidate comments of the stakeholders and assist in communication with them. |
None. |
- 34 -
| Item | Implementation status | Implementation status | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| E. Compile the “Sustainability Report” (Before 2020, it was called the “Corporate Social Responsibility Report” and was made public on the Company’s website. The Sustainability Report for 2021 is expected to complete in the third quarter of 2022.) At the beginning of each year, the Sustainable Development Committee holds a meeting to discuss and proposes the implementation plan for the current year. It then summarizes the implementation results after the end of the year, and reports the implementation results of sustainable development and future work plans to the Board of Directors at least once per year. The most recent report to the Board of Directors was made on March 10, 2022. Directors offered suggestions and guidance on the implementation of the Company’s sustainable development and future strategies, cared about the implementation progress, and urged the management team to make adjustments, if needed. |
||||
| 2. Does the Company conduct risk assessments of environmental, social and corporate governance (ESG) issues related to the Company’s operations in accordance with the materiality principle, and formulate relevant risk management policies or strategies? |
| The information disclosed by the Company has covered the performance of sustainable development in the main operating bases for the whole year of 2021. The risk assessment boundary was mainly based on the Company, including all existing bases in Taiwan, mainland China, other parts of Asia, the Americas and Europe, and based on the relevance to the operation of the industry and the degree of influence on major issues. Thus, the subsidiary “Dong Guan Emerging Display Ltd.” was included in the category. According to the materiality principle of the “Sustainability Report”, the Company’s Sustainable Development Committee conducts analyses and communicates with internal and external stakeholders. Through the review of domestic and foreign research reports, literature and the integration of evaluation data from various departments and subsidiaries, it evaluates the material ESG issues and formulates effective identifications, measurement, evaluation, supervision, and control of risk management policies. It also takes specific action plans in order to reduce the impact of related risks. The detailswerelisted asNote1. |
None. |
- 35 -
| Item | Implementation status | Implementation status | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| 3. Environmental issues (1) Has the Company set an environmental management system designed to industry characteristics? (2) Does the Company endeavor to use energy more efficiently and to use renewable materials with low environmental impact? (3) Has the Company evaluated the potential risks and opportunities posed by climate change for its business now and in the future and adopted relevant measures to address them? (4) Did the Company collect data for the past two years on greenhouse gas emissions, volume of water consumption, and the total weight of waste, and establish policies for greenhouse gas reduction, reduction of water consumption, or management of other wastes? |
|
To do the best of corporation responsibilities for the environmental protection and caring for employee’s safety and health, the Company has set up an environmental management system on 2004 in accordance with requirements in ISO14001. The Company was certified by the ISO14001 on November 4, 2005, then certified by the ISO14001 2015 revision on 2017 (validity period is from October 22, 2020 to October 21, 2023). Includes RoHS cleaner production in IECQ QC080000 system on 2006, so it can set up goals for sustainable environment and review regularly. The Company has introduced energy- saving equipment in the office, used LED lighting fixtures with power-saving marks, and specified upper temperature limits for air-conditioning equipment. The detailed information about energy usage status and efficiency improving plan will be disclosed on the Company’s “2021 Sustainability Report”. Ranked as the Company’s highest organization for climate change management, the Sustainable Development Committee entitles President & CEO as the top leader. According to the framework of the TCFD proposal published by the Financial Stability Board, the committee assesses the risks and opportunities of climate change to the Company, and takes measures to respond to related issues. It also reviews the Company’s climate change strategies and goals, manages climate change risks/opportunities/ actions, and reviews the implementation status and discusses future plans every year, and a full assessment is restarted every three years thereafter. Details are disclosed in the Company’s Sustainability Report 2021. The Company has collected statistics on the greenhouse gas emission, water consumption and total waste weight of the main operating bases - Taiwan headquarter and Dong Guan factory in the past two years, and formulated relevant management policies. Details are disclosed in the Company’s Sustainability Report 2021. An overview is as follows: |
None. None. None. None. |
- 36 -
| Item | Implementation status | Implementation status | Implementation status | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons |
||
|---|---|---|---|---|---|---|---|
| Yes | No | Summary description | |||||
| A. Greenhouse gas: The greenhouse gas emissions of Scope 1 and Scope 2 in 2021 and 2020 are shown in the table below. Most of the emissions come from electricity emissions in Scope 2, accounting for over 99% of the emissions. Statistics of Scope 3 is not yet available for the moment. Item/Year 2021 2020 Scope 1(MT) 86 48 Scope2(MT) 13,819 13,967 Total 13,905 14,015 KgCO2e/pcs 1.17 1.29 The average annual carbon saving rate of the Taiwan headquarter and Dong Guan factory in the last three years was 4.28% and 0.69%, respectively. In 2021, the targets were set at over 2.2% and 0.55%, and all were achieved. Specific measures taken for the reduction include closing the exhaust circulating water motor on holidays, replacing and updating air compressors and vacuum machines, replacing LED lamps in warehouse lighting, and adding timers to toilet exhaust windmills. Its electricity consumption totaled 22,580 kilowatt- hours in 2021, and 1,292 kilowatt- hours of electricity were saved after the implementation of the above measures, representing a power saving rate of 5.41%. However, due to different sales portfolio, the total electricity consumption in 2021 was only a little bit lower than 22,823 kilowatt-hours in 2020. Based on 2019, both of Taiwan headquarter and Dong Guan factory set targets to achieve an average annual electricity saving rate and an average carbon saving rate of over 2.5% and 0.65% by 2024. (The average annual carbon saving rate is expected to increase by 0.5% and 0.15%). B. Water consumption: The statistical water consumption in 2021 and 2020 is shown as follows. Item / Year 2021 2020 Total water consumption (MT) 301,220 328,327 The water consumption per thousand units of output (MT/Kpcs) 25.37 30.14 |
|||||||
| Item / Year | 2021 | 2020 | |||||
| Total water consumption (MT) |
301,220 | 328,327 | |||||
| The water consumption per thousand units of output (MT/Kpcs) |
25.37 |
30.14 | |||||
- 37 -
| Item | Implementation status | Implementation status | Implementation status | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons |
||
|---|---|---|---|---|---|---|---|
| Yes | No | Summary description | |||||
| The average water saving rate of Taiwan headquarter and Dong Guan factory was 1.24% and 0.27% in the last three years, respectively. The targets set in 2021 were over 0.36% and 0.22%, and all were achieved. Specific reduction measures taken were replacement of the membrane tube of the pure water system, installation of water savers in the dormitory toilets, and replacement of energy-saving faucets. The total water consumption was 301,220 metric tons in 2021, and the water consumption per thousand units of output was 25.37 metric tons/Kpcs. After the implementation of the above measures, 1,708 metric tons of water was saved, with a water saving rate of 1.14%. Due to different sales portfolio, the water consumption in 2021 and the water consumption per thousand units of output was much lower than 2020. Based on 2019, Taiwan headquarter and Dong Guan factory set targets to hit an average annual water saving rate of over 0.4% and 0.25%, respectively by 2024. (The average annual water saving rate target is expected to increase by 0.05%). C. Wastes: The statistical wastes in 2021 and 2020 are shown as follows. Item/Year 2021 2020 Hazardouswaste (MT) 32 31 Non-hazardouswaste (MT) 192 194 Total 224 225 Kg/perstandardworkinghour 0.23 0.26 Taiwan headquarter and Dong Guan factory turned out 0.22 kilograms and 0.29 kilograms of wastes per standard working hour, respectively in 2021. The set targets were 0.44 kilograms and 0.34 kilograms or below, and all were achieved. Specific measures taken for the reduction include a continuous improvement of production processes, the conversion of products from traditional LCD modules to touch screens, the reduction of raw material uses, thus relatively reducing the amount of wastes. In 2021, the wastes totaled 224 metric tons, or an equivalent of 0.23 kilograms per standard working hour. After measures above were adopted, the waste turnout per standard working hour lessened by 11.54%, compared with that of 2020. Thus, the total wastes and each standard working hour lowered in 2021, compared with a yearearlier. |
|||||||
| Item/Year | 2021 | 2020 | |||||
| Hazardouswaste (MT) | 32 | 31 | |||||
| Non-hazardouswaste (MT) | 192 | 194 | |||||
| Total | 224 | 225 | |||||
| Kg/perstandardworkinghour | 0.23 |
0.26 | |||||
| Taiwan headquarter and Dong Guan factory turned out 0.22 kilograms and 0.29 kilograms of wastes per standard working hour, respectively in 2021. The set targets were 0.44 kilograms and 0.34 kilograms or below, and all were achieved. Specific measures taken for the reduction include a continuous improvement of production processes, the conversion of products from traditional LCD modules to touch screens, the reduction of raw material uses, thus relatively reducing the amount of wastes. In 2021, the wastes totaled 224 metric tons, or an equivalent of 0.23 kilograms per standard working hour. After measures above were adopted, the waste turnout per standard working hour lessened by 11.54%, compared with that of 2020. Thus, the total wastes and each standard working hour lowered in 2021, compared with a yearearlier. |
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| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons |
||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| Based on 2019, Taiwan headquarter and Dong Guan factory set targets to reach 0.42 kilograms and 0.33 kilograms or below of wastes per standard working hour by 2024. (The waste output target for each standard working hour is reduced by 0.03% and 0.02%,respectively). |
||||
| 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? (2) Has the Company established and implemented reasonable employee welfare measures (include salary/ compensation, leave, and other benefits), and are business performance or results appropriately reflected in employee salary/compensation? |
|
The Company strictly observes all local laws and regulations in each global location, and sets up human rights policy in reference to the recognized standards such as Universal Declaration of Human Rights (UDHR), International Labour Organization (ILO), and Ethical Trading Initiative (ETI). This policy applies to all labors including temporary workers, immigrated workers, students, contractors, direct hired and any other types of labors. It covers seven sections: freedom of job choosing, young workers, working hour, wages and benefits, humane treatment, non- discrimination/non-harassment, and freedom of association. The Company has minutely disclosed the human-rights policy, human-rights assessment, human rights risk mitigating measures and other related educational training on the Company’s website. The Company has complied with the “Labor Standards Act” and the relevant laws and regulations to establish and implement the provisions such as the Codes for Salary, Codes for Performance Assessment, and Codes for Work Attendance. There is an Employee Welfare Committee with an annual expenditure of more than NT$5 million to provide employees with various welfare measures that are reasonable or even better than those stipulated by laws and regulations, including employee travel subsidies, cultural appreciation subsidies, birthday gift coupons, marriage allowances, maternity allowances, and funeral allowances, etc. In addition, there is a free health check program to take care of the health of employees. Details are disclosed in the Company’s Sustainability Report 2021. The Company pays attention to workplace diversity and equality, insists on equal pay and equal promotion for men and women, and maintains more than 15% of female supervisor positions. In 2021, the average proportion of female employees was 64.12%, and the average proportion of female supervisors was15.79%. |
None. None. |
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| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons |
||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (3) Does the Company provide employees with a safe and healthy working environment, and implement regular safety and health education for employees? |
| In an attempt to attract and keep outstanding talented employees to share the operating results, the Company has combined with various business objectives and personal performances and reflected the achievement of actual operating results in the remuneration of employees through a comprehensive salary structure, including a fixed monthly salary and performance bonus, KPI quarterly bonus, year-end bonus, and other variable salaries. Among this, the monthly salary is mainly awarded by the past experience of employees, abilities possessed, and job values. The performance bonus is granted according to the work contribution and absence status of individuals in each month. KPI quarterly bonus is awarded according to the achievement of department goals, and year-end bonus is awarded according to the Company’s operating performances and individual annual assessment performance of employees. In addition, pursuant to Article 22-1 of the Company’s “Articles of Incorporation”, the Company shall allocate 5 percent or more as employees’ compensation to share the profit results with the employees when there is profit for the current year. Meanwhile, the salary is adjusted every year according to the profit level. As far as the Taiwan region is concerned, the average salary increase for both supervisory and non-supervisory positions ranged between 3% and 4% in 2021, with the highest individual salary increase standing at 15.7% during the same year. The Company has established the “Industrial Safety and Business Planning Department” to regularly review the implementation of environmental, safety, and fire prevention of all internal divisions. Please refer to “5.5.4 Protection measures for the work environment and personal safety of employees” in this report. “Regulations on Employee Physical Examination Management” and “Regulations for Emergency Response Procedures” have been adopted to regularly holds physical examinations for employees and to minimize damage in the event of an emergency situation. The Company infirmary is equipped with on-site nurses and occupational doctors to provide the appropriatemedicalassistance. |
None. |
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| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons |
||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (4) Has the Company established effective career development training programs for employees? (5) Does the Company comply with the relevant laws and international standards with regards to customer health and safety, customer privacy, and marketing and labeling of products and services, and implement consumer protection and grievance policies? |
|
The work safety education, training, and publicity for employees were 954 people /2,002 hours and 848 people/1,753 hours in 2021 and 2020, respectively. In 2021, there were three occupational accidents, involving three employees or accounting for 0.35% of the total number of employees at the end of same year. The frequency of incapacitating injuries was 0.41, up from 0.27 in 2020. After a thorough review, a number of improvement measures were formulated, including installing anti-slip stickers on the stairs to prevent people from slipping, adjusting the angle and direction of the air shower door to avoid collisions, and using trolleys to carry heavy objects to avoid crushing by falling objects, etc. so as to ensure the safety of colleagues during work. The Company’s Taiwan factory has obtained ISO45001:2018 certification for occupational safety and health. The latest certificate is valid from February 23, 2021 to February 22, 2024. The “Codes for Employee Education and Training” have been adopted to offer complete functional training for supervisors and employees at all levels, including new employee training, management training, professional functional training, and quality promotion training, etc. Internal speeches lectured by senior staff are irregularly held to share experiences and elevate knowledge. Employees are encouraged to participate in education and training courses organized by external institutions to gain new knowledge, enhance skills, and continue to grow through multiple learning methods. In 2021, a total of 865 people underwent career training, with a total of 2,923 hours. The Company complies with related laws and regulations as well as quality certifications such as ISO9001 and IECQ QC080000. The use of environmentally hazardous substances is prohibited in all company products. Restrictions of dangerous substances and other hazardous substances follow EU standards for product regulation to suppress the environmental and social harm caused in the product life cycle. To ensure the consumer rights of clients, company products are all passed by quality inspection before being shipped to clients. |
None. None. |
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| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons |
||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (6) Has the Company formulated supplier management policies requiring suppliers to comply with relevant regulations on issues such as environmental protection, occupational safety and health, or labor rights, and what is the status of their implementation? |
| The Company has signed employment contracts with all employees, the contents of which include the employee’s confidentiality agreement at work in order to protect customer privacy and intellectual property rights. “Codes for the Management of External Communication” have been adopted to improve customer service satisfaction levels and regulate the procedures of product complaint, suggestions or dissatisfaction from clients and take care of the problems encountered by clients. In addition, a customer satisfaction survey is conducted annually to understand the level of affirmation for the Company from clients as well as to receive opinions and issues from clients to understand the gap between customer needs and expectations. This is used as the basis for improving the quality system, thus achieving a more harmonious relation between the Company and its client and a win-win situation. The Company has adopted “Codes for Management of Contractors” and “edt Social and Environmental Responsibility (SER) Code of Conduct”, which contains labor rights, occupational safety and health, environment, corporate ethics, prohibitions of conflict minerals, anti- corruption, etc. Before interacting with suppliers, the Company will conduct evaluations based on “Codes for Management of Contractors” and assess the environmental and social impact of the supplier. Once qualified, the materials supplier must sign a “edtSupplier Quality and Transportation Agreement” and commit to strictly follow request from “edtSocial and Environmental Responsibility (SER) Code of Conduct” / Responsible Business Alliance(RBA) Code of Conduct / Responsible Minerals Initiative(RMI) to jointly preserve human rights and protect the environment. Total 245 suppliers (including 97.2% of main suppliers) has signed “edtSupplier Quality and Transportation Agreement” as of December 31,2021. |
None. |
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| Deviations from the | |||||
|---|---|---|---|---|---|
| Implementation status | Sustainable Development | ||||
| Item | Best Practice Principles for TWSE/TPEx Listed |
||||
| Yes | No | Summary description | Companies and the | ||
| reasons | |||||
| 5. | Does the Company refer to | | The Company’s “Sustainability Report” | None. | |
| international reporting standards | (Before 2020, it was called the | ||||
| or guidelines when preparing its | “Corporate Social Responsibility Report”) | ||||
| sustainability report and other | was compiled in accordance with GRI | ||||
| reports disclosing non-financial | Standards set up by Global Reporting | ||||
| information? Does the company | Initiative(GRI), but was not verified by | ||||
| obtain third party assurance or | external certification institutions yet. | ||||
| certification for the reports | |||||
| above? | |||||
| 6. | If the Company has adopted its own sustainable development best practice principles based on the | ||||
| Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies, please describe any | |||||
| deviation from the principles in the Company’s operations: “Sustainable Development Practice Principles” has | |||||
| been adopted and continuously revised. There is no significant departure between implementation and the | |||||
| principles. |
-
Other important information to facilitate better understanding of the Company’s promotion of sustainable development: In response to environmental protection and reduce the waste of resources, the Company requests employees to use digital documents whenever possible, use tablets instead of paper in the cleanroom, reuse the blank backside of obsolete documents, and also encourages employees to bring their own tableware. The Company regularly gives back to the public. Activities in 2021 were as follows:
-
(1) The Company was actively involved and provided free gifts in a blood donation event initiated by neighborhood companies. 21 employees had participated in blood donation and 407 gifts were sponsored. By paying it forward, the Company expect to attract more people sharing great love to help others.
-
(2) Sponsored the Eden Social Welfare Foundation’s 2021 “Believe in Love, Fly Slowly” charity concert, and donated NT$50 thousand to help raise funds for disadvantaged children’s services.
-
(3) The Company held the “Love in Mid-autumn Festival, Work together for epidemic prevention” public welfare activity, calling on 75 colleagues to raise a total of NT$100 thousand. The donation was granted to the Social Affairs Bureau of Kaohsiung City Government under the designation of “Special Fund of Covid-19 Epidemic Prevention”, looking forward to help Kaohsiung City promoting the work of epidemic prevention.
-
(4) Participated in the “Thank You Japan”, a benevolence campaign organized by the Taiwan Heritage Foundation, and donated NT$50 thousand to express gratitude to the Japanese government for its decisive donation of vaccines.
Note 1: The Company set up the related risk management policies according to those assessed risks. The details were listed as below:
| Major issues | Risk assessment items |
Risk management department |
Risk description | Risk management policies |
|---|---|---|---|---|
| Environment | Climate change and environment |
Industrial Safety & Business Planning / Procurement |
Environmental pollution or energy waste |
Reduce greenhouses gas and lower energy usage continuously. Has set up the IECQ QC080000 hazardous substance management system, thus complying with laws and international specifications. Use low-toxicitymaterials so as to meet RoHS standards. |
| Industrial Safety & Business Planning |
Occurrence of climate disasters |
Both “Emergency Response Management Measures” and “Disaster Recovery Plan Management Measures” are available to quickly respond to emergencies and effectively perform after-treatments. This move expects to minimize personnel injuries, finance, and equipment losses at a lowest level. An all-round emergency escape drill in each factory area is held once per year. Many occupational safety and health education trainings are also implemented to make employees becoming more familiar with emergencyresponses and enhance theirpost-disaster capabilities. |
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| Major issues | Risk assessment items |
Risk management department |
Risk description | Risk management policies |
|---|---|---|---|---|
| Society | Occupational safety |
Industrial Safety & Business Planning / Administration / Procurement |
Unsafe working conditions or endangered employee health |
Certified for ISO45001: 2018 Occupational Safety and Health Management System. The “Occupational Safety and Health Committee” is established with President & CEO serving as its chairman. At least one time per quarter, this committee will discuss on environmental safety and health issues, and map out relevant projects considerably. Promote the “Responsible Business Alliance (RBA) Code of Conduct” and entrust professional third-parties for verification and auditing to commit to the health and safety of employees. Arrange safety and health training courses for both new staff and in- service employees, an effort to increase the awareness of hazard prevention and bring down the occurrence of industrial safety accidents. In addition to the regular employee health check every year, irregular trainings, and/or announcements are implemented to promote the awareness of employee health. On a regular basis, expertise doctors are stationed at the factoryto offer health consultancies. |
| Corporate governance |
Legal risk | Audit Office / Finance / Legal Affairs & Market / Administration / Industrial Safety & Business Planning / Employee Welfare Committee |
Illegal punishment |
Legal personnel to provide legal consultation and handling advices on internal systems, compliances with laws/regulations, commercial disputes, and intellectual property rights management. A “Codes for Compliance with Laws/Regulations” is implemented so that the Company’s three business fields in production, sales, and management is complied with the Company’s operation-related laws and regulations. Both “Antitrust and Fair Competition Principles” and “Procedures for Preventing Insider Trading” are formulated for employees to specifically regulate precautions in performing business and trading stocks of the Company. |
| Legal Affairs & Market |
Transaction risk | The “Codes for the Use of Seals” is made to control the signing of various types of contracts and related risks, and stipulate the application, use, storage, and cancellation of seals to reduce overall legal risks of the Company. |
||
| Administration | Personal information leakage |
The “Codes for Personal Data Protection” is formulated aiming to standardize the planning, implementation, operation, supervision, inspection, maintenance, and improvement of the personal information management system. |
||
| Audit Office | Improper employee behaviors |
Both “Ethical Management Principles” and “Codes for Ethical Management” are implemented to ensure the values of ethical corporate management, and prevent employees from engaging in improper behaviors,thus improvingthe entire corporategovernance. |
||
| Company image |
Chairman’s Office |
Bad company image |
Build up a good crisis management and response mechanism during the ordinary days, and in the very first time activate the response system needed to cope with any operational risks that may affect the Company’s image. The spokesperson speaks to the outside world in an unified manner, or clarifies false information through significant information platforms, as well as to maintain the Company’s image and communicate well with all stakeholders. |
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3.4.6 Ethical corporate management – implementation status and deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the reasons
| Evaluation item | Implementation status | Implementation status | Implementation status | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the reasons |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| 1. Establishment of ethical corporate management policies and programs (1) Does the Company have an ethical corporate management policy approved by its Board of Directors, and bylaws and publicly available documents addressing its corporate conduct and ethics policy and measures, and commitment regarding implementation of such policy from the Board of Directors and the top management team? (2) Whether the Company has established an assessment mechanism for the risk of unethical conduct; regularly analyzes and evaluates, within a business context, the business activities with a higher risk of unethical conduct; has formulated a program to prevent unethical conduct with a scope no less than the activities prescribed in Article 7, paragraph 2 of the Ethical Corporate Management Best Practice Principles for TWSE/TPE Listed Companies? (3) Does the company clearly establish and implement operating procedures, code of conduct, penalties for violation and complaint system in the prevention programs against unethical behaviors as well as reviewed and revised the aforementioned programs regularly? |
|
The Company has adopted “Ethical Management Principles” and “Codes for Ethical Management” which were passed by the Board of Directors, and disclosed those via the Market Observation Post System and the Company’s website. In addition, the Company has compiled the “Sustainability Report” (Before 2020, it was called the “Corporate Social Responsibility Report”) each year since 2014 to highlight the Company’s ethical corporate management and contribution efforts for the stakeholders. The Company’s business philosophy is “quality, honor, sincerity, creativity”. All members of the Board of Directors and senior management are honest and responsible for supervision to create a sustainable business environment. The Company has established the assessment system for the risks of unethical behaviors, and adopted “Codes for Ethical Management” to prohibit those behaviors in Article 7, Paragraph 2 of “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies”. Both a concrete reporting and rewards system has been regulated in above codes. In addition, the Company has established an effective accounting system and internal control system with internal auditors periodically verifying the compliance of the aforementioned systems for implementing ethical management. The Company has established the “Codes for Ethical Management” and disclosed it on the Company’s website. The codes provide the operating procedures, code of conduct, penalties for violation, and whistleblowing methods; fully regulated employee business operation precautionary items; and strengthened education, training, and guidance for new employees. In addition, the need for revision is regularly reviewed based on the actual company operation status and the revision of the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies”. |
None. None. None. |
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| Evaluation item | Implementation status | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the reasons |
||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| 2. Ethical Management Practice (1) Does the Company assess the ethics records of those it has business relationships with and include ethical conduct related clauses in the business contracts? (2) Has the Company set up a dedicated unit to promote ethical corporate management under the Board of Directors, and does it regularly (at least once a year) report to the Board of Directors on its ethical corporate management policy and program to prevent unethical conduct and monitor their implementation? |
|
The Company embraces the principle of integrity in trading with a business partner. The Company will look into the integrity status of the partner and include the compliance of ethical corporate management in a contract, which will include the following: A. If either party involves with any unethical behaviors in business activity, the other party may unconditionally terminate the contract at anytime. B. If either party discovers any personnel violating contract articles about prohibitions of commission, brokerage, or any other benefit, it shall inform the other party of the personnel’s identification, methods of offer, promise, request or receive, and the amount or other benefit. Relevant evidence shall be provided and cooperate on the investigation. If it causes damage in one party, the other party shall request for compensation for the damage. The Company has established the concurrent unit - “Business Integrity Promotion Team” responsible for promoting of ethical corporate management affiliated to the Board of Directors, which should help directors and management level to set up the ethical corporate management policy and prevention plan, and monitor their implementation. This unit should also report the implementation status to the Board of Directors at least once a year. The recent proposal to the Board meeting was on March 10, 2022. The implementation status of ethical corporate management policies are listed in Note 1 and disclosed on the Company’s website. |
None. None. |
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| Evaluation item | Implementation status | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the reasons |
||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (3) Has the Company established policies to prevent conflict of interests, provided appropriate communication and complaint channels, and properly implemented such policies? (4) Does the Company have effective accounting and internal control systems in place to enforce ethical corporate management? Does the internal audit unit follow the results of unethical conduct risk assessments and devise audit plans to audit compliance with the systems to prevent unethical conduct or hire outside accountants to perform the audits? (5) Does the company provide internal and external ethical corporate management training programs on a regular basis? |
|
Mutual reviews between departments and multi-layered decision approval is used in the internal control system to avoid malpractice and intentional manipulation. The Company has adopted “Codes for Ethical Management” to regulate the methods of informing unethical behaviors and related handling procedures. To prevent interest conflict, the Company has established the channel of “improper conduct complaint” on the official website externally for the manu- facturers, customers and employees. Internally, the Administration Dept. and Audit Office of the Company provided hotline, e-mail and special mailbox as the statement channels for the employees. However, no event of improper conduct was complained in 2021. The Company has established a complete and effective control mechanism for the accounting and internal control systems to target business activities and operating procedures with high potential risks of unethical behaviors. The internal auditors shall list high-risk operations as the top audit items in the annual audit plan according to the risk assessment in order to strengthen preventive measures, and regularly report the implementation status of audit plan to the Board of Directors. In addition, the Company and our key subsidiaries must perform internal control self-assessment each year to examine the internal control system design and implementation effectiveness. To implement ethical corporate management, the Company has held “Responsible Business Alliance (RBA) Code of Conduct” training internally. The content includes ethical management, no dishonest profit, identification protection, retaliation preventing, and so on. In 2021, 929 trainees participated the training with 1,858 training hours in total. In the part of law safety, it opened a total of 47 classes. |
None. None. None. |
- 47 -
| Evaluation item | Implementation status | Implementation status | Implementation status | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the reasons |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| 3. Implementation of complaint procedures (1) Has the Company established specific whistle- blowing and reward procedures, set up conveniently accessible whistle-blowing channels, and appointed appropriate personnel specificallyresponsible for handling complaints received from whistle-blowers? (2) Has the Company established standard operation procedures for investigating the complaints received, follow-up measures taken after investigation, and mechanisms ensuring such complaints are handled in a confidential manner? (3) Has the Company adopted proper measures to protect whistle-blowers from retaliation for filing complaints? |
|
The Company has adopted “Regulations on Reflecting Employee Complaint and Opinion” and placed a comment box in the cafeteria. Employees may fill a complaint via the comment box, e-mail to the Administration Dept. or directly notify the Audit Office, and provide supporting information. Besides, the Company has established the channel of “improper conduct complaint” on the official website externally for the manu- facturers, customers and employees. “Codes for Ethical Management” regulate the methods of informing unethical behaviors and related handling procedures. Investigations will be carried out after notification is received by the Audit Office. If unethical behaviors have been verified, the matter will be reported to the Chairman to decide on the appropriate measures. Penalties for violation of ethical management have been stated in the “Codes for Ethical Management” and “Employee Handbook”. In the “Codes for Ethical Management”, the Company has regulated all records about the reception of whistleblowing, investigation process, investigation results, and related documentations shall be kept by the Audit Office. If a whistleblowing case has been verified, the relevant units of the Company will review the relevant internal control system and operating procedures, and propose improvement measures to prevent the same behaviors from reoccurring. Moreover, the Audit Office shall report the whistleblowing cases, its handling methods, and the subsequent review and improvement measures to the Board of Directors. In addition, all participating personnel must sign a “Declaration of Confidentiality” to keep confidential the whistleblowers and their reports. The Company has adopted a zero tolerance policy for retaliation. The whistleblowers and their reports will be kept confidential to protect the whistleblowers from any retaliation due to reporting unethical behaviors. The Company will follow-up regularly with whistleblowers whose identities have been disclosed and respond to situation that are reasonably suspected to be retaliation. |
None. None. None. |
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| Evaluation item | Implementation status | Implementation status | Implementation status | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the reasons |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| 4. Strengthening information disclosure Does the Company disclose its ethical corporate management policies and the results of their implementation on its website and the Market Observation Post System (MOPS)? |
|
“Ethical Management Principles” and “Codes for Ethical Management” have been disclosed on the Company’s website and the MOPS. Also, the implementation status of Business Integrity Promotion Team has been disclosed onthe Company’swebsite. |
None. | |
| 5. If the Company has adopted its own ethical corporate management best practice principles based on the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, please describe any deviations between the principles and their implementation: “Ethical Management Principles” and “Codes for Ethical Management” have been adopted and continuously revised. There is no significant deviation between implementationand the principles. |
||||
| 6. Other important information to facilitate a better understanding of the status of operation of the company’s ethical corporate management policies (e.g., the company’s reviewing and amending of its ethical corporate management best practice principles): The Company irregularly revises related ethical management regulations according to the latest laws and regulations as well as the state of implementation. The recent revision was “Ethical Management Principles” revised on November 4,2021. |
- Other important information to facilitate a better understanding of the status of operation of the company’s ethical corporate management policies (e.g., the company’s reviewing and amending of its ethical corporate management best practice principles): The Company irregularly revises related ethical management regulations according to the latest laws and regulations as well as the state of implementation. The recent revision was “Ethical Management Principles” revised on November 4, 2021.
Note 1: The implementation status of ethical corporate management policies were listed as below:
| Items | Theimplementationstatus |
|---|---|
| Educational trainings |
The Company has held “Responsible Business Alliance (RBA) Code of Conduct” training for all employees. The content includes ethical management, no dishonest profit, identification protection, retaliation preventing, and so on. In 2021, 929 trainees participated the training with 1,858 training hoursintotal. Inthe part of lawsafety,it opened a totalof 47classes. |
| Annual test | The Company has administered the annual test to all employees, and the range of the tests includes “Ethical Management Principles” and “Codes for Ethical Management”. The key point of the annual test in 2021 was to keep integrity in operation, prohibit dishonest profit and damage to the interests of stakeholders, respect to intellectual property rights of the Company and secure the customer’s datainbusiness activities. |
| Compliance propaganda |
The Company has set up a “legal compliance zone” on internal website to integrate the laws related to business activities. Also, the Company has promoted advocacy education for ethical management to remind new employees and active employees of precautions when they are doing the business throughteachingmaterials. |
| Regular check |
The Company has assessed the risk of corruption to the operational activities of important operating bases. The internal audit and the compliance-based self-evaluation were leaded by the Audit Office every year to achieve effective control and implementation, jointly manage and prevent the occurrence ofunethicalbehaviors. Thereisno corruptionand anti-competitionactivityin 2021. |
| Communica- tion channel |
The employees may respond to the Administration Dept. via multiple and smooth channels. The Company has also actively announced the ethical corporate management policies and implementation status of that by the external documents or activities such as the Company’s website, annual report andinvestorconference. Thereisnoresponsefromemployeesin 2021. |
| Reporting system / whistleblower protection |
The Company has adopted “Codes for Ethical Management” which regulate the whistleblowing methods to prevent unethical behaviors actively and to encourage internal and external persons to report unethical behaviors or improper conduct. Also, the Audit Office is appointed to accept the report. The Company has established the channel of “improper conduct complaint” on the official website externally for the manufacturers, customers and employees. Internally, the Administration Dept. and Audit Office has provided hotline, e-mail and special mailbox as the statement channels for employees. The Company has established a whistleblower protection system to keep confidential the whistleblowers and their reports, and promise to protect the whistleblowers from any retaliation due to reporting unethical behaviors. However, no improper conduct was reported in 2021. |
3.4.7 If the company has adopted corporate governance best-practice principles or related bylaws, disclose how these are to be searched Please refer to the Company’s website at https://www.edtc.com/
-
3.4.8 Other significant information that will provide a better understanding of the state of the company’s implementation of corporate governance: None.
-
49 -
3.4.9 Internal control system 3.4.9.1 Statement on internal control
Emerging Display Technologies Corp. Statement on Internal Control
Date: March 10, 2022
Based on the findings of a self-assessment, Emerging Display Technologies Corp. (edt) states the following with regard to its internal control system during the year 2021:
-
edt’s Board of Directors and Management are responsible for establishing, implementing, and maintaining an adequate internal control system. Our internal control is a process designed to provide reasonable assurance over the effectiveness and efficiency of our operations (including profitability, performance, and safeguarding of assets), reliability of our financial reporting, and compliance with applicable laws and regulations.
-
An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reasonable assurance of accomplishing its stated objectives. 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 edt takes immediate remedial actions in response to any identified deficiencies.
-
edt 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 key components of managerial internal control: (1) control environment, (2) risk assessment, (3) control activities, (4) information and communication, and (5) monitoring.
-
edt has evaluated the design and operating effectiveness of its internal control system according to the aforesaid Regulations.
-
Based on the findings of such evaluation, edt believes that on December 31, 2021, 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 of financial reporting, and compliance with applicable laws and regulations.
-
This Statement will be an integral part of edt’s Annual Report for the year 2020 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 Law.
-
This Statement has been passed by the Board of Directors in their meeting held on March 10, 2022, with none of the nine attending directors expressing dissenting opinions, and the remainder all affirming the content of this Statement.
Emerging Display Technologies Corp.
Chairman
President & CEO
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3.4.9.2 Where a CPA has been hired to carry out a special audit of the internal control system, furnish the CPA audit report: The Company did not hire a CPA to carry out a special audit of the internal control system.
-
50 -
3.4.10 If there has been any legal penalty against the company or its internal personnel, or any disciplinary penalty by the company against its internal personnel for violation of the internal control system where the result of such penalty could have a material effect on shareholder equity or securities prices, the annual report shall disclose the penalty, the main shortcomings, and condition of improvement: None.
3.4.11 Material resolutions of a shareholders’ meeting or a board of directors meeting:
| 3.4.11 Material resolutions of a shareholders’ meeting or a board of directors **meeting: ** |
3.4.11 Material resolutions of a shareholders’ meeting or a board of directors **meeting: ** |
3.4.11 Material resolutions of a shareholders’ meeting or a board of directors **meeting: ** |
|
|---|---|---|---|
| Shareholders’ meeting | |||
| Date | Description | Resolutions | Implementation |
| Jul. 26, 2021 |
1. Adoption of the Business Report and Financial Statements of 2020. |
Passed without objection by all shareholders present. |
Not applicable. |
| 2. Adoption of the proposal for distribution of 2020 profits. |
Passed without objection by all shareholders present. |
The profit to be distributed among shareholders shall be NT$188,889,124 in cash dividends. The ex- dividend date was July 20, 2021 resoluted by the Chairman. The cash dividend was NT$1.2 per share and fully paid on July 30, 2021. |
|
| 3. Amendment to the Company’s “Articles of Incorporation”. |
Passed without objection by all shareholders present. |
Approved by Ministry of Economic Affairs on August 5, 2021 and announced on the Company’s website. |
|
| 4. Adoption of the Company’s “Procedures for Election of Directors” and repeal of “Directors and Supervisors Election Rule” |
Passed without objection by all shareholders present. |
Implemented henceforth. | |
| 5. Amendment to the Company’s “Procedures for Loaning Funds to Others”. |
Passed without objection by all shareholders present. |
Announced on the Company’s website on July 26, 2021 and implemented henceforth. |
|
| 6. Election of all directors the Company. | Passed without objection by all shareholders present. |
Approved by Ministry of Economic Affairs on August 5, 2021 and announced on the Company’s website. Newly elected directorswerelisted asNote1. |
|
| 7. Dismissal of the prohibition of non- competition obligation of the new directors anditsrepresentatives. |
Passed without objection by all shareholders present. |
Not applicable. | |
| Board of Directors meeting | |||
| Date | Description | Resolution | |
| Mar. 10, 2021 17thof 9th session |
1. To discuss business plan for 2021. | Passed unchanged by all directors present. | |
| 2. To discuss business report, financial statements, and consolidated financial statements for 2020. |
Passed unchanged by all directors present. | ||
| 3. To discuss the distribution of 2020 employees’ compensation and remuneration for directors and supervisors. |
Planned compensation for employees totals NT$14,683,111 and remuneration for directors and supervisors totals NT$8,809,867. Total amounts will be paid in cash. |
||
| 4. To discuss the proposal for distribution of 2020 profits. | The profit to be distributed among shareholders shall be NT$188,889,124 in cash dividends (NT$1.2 per share). |
||
| 5. To discuss the amendment of“Articles of Incorporation”. | Passed unchanged by all directors present. | ||
| 6. To discuss the adoption of “Procedures for Election of Directors” and repeal of“Directors and Supervisors Election Rule”. |
Passed unchanged by all directors present. | ||
| 7. To discuss the adoption of“Audit Committee Charter”. | Passed unchanged by all directors present. | ||
| 8. To discuss the amendment of“Procedures for Loaning Funds to Others”. | Passed unchanged by all directors present. | ||
| 9. Election of all directors the Company. | Nine directors (including three independent directors) shall be elected this time. Newly elected directors will take office from the election date, the term of office from June 15, 2021 to June 14, 2024 for a term of three years. The Company will repeal the setup of supervisors at the same time. |
||
| 10. To dismiss the non-competition obligation of the newly elected directors and its representatives. |
Passed unchanged by all directors present. | ||
| 11. To discuss time, date, location and agenda of shareholders’ meeting for 2021, submission period of proposals and nominations from shareholders with 1% or more shares, and related matters. |
Shareholders’ meeting is set to be held on June 15, 2021 at 9amin the 1F conference hall. Submission of proposals from shareholders with 1% or more shares will be accepted from April 9 to April 19. |
||
| 12. To discuss self-assessment and statement on internal control for 2020. | Passed unchanged by all directors present. | ||
| 13. To discuss the amendment of internal control system, version 19, and internal audit system with its implementing regulations, version 8. |
Passed unchanged by all directors present. | ||
| 14. To discuss the re-adoption of“Corporate Governance Principles”. | Passed unchanged by all directors present. | ||
| 15. To discuss the independence and suitability assessment of 2021 for CPA. | The audit partner Yang, Po-Jen and Su, Yen-Ta have achieved the Company’s standards of the independence and suitability after evaluation. |
||
| 16. To discuss remuneration adjustments of 2021 for the Chairman and managerial employees. |
Passed unchanged by directors present excluding four directors avoiding vote in conflict of interest. |
||
| 17. To discuss additional amounts and annual renewal of financing from financial institutions. |
Passed unchanged by all directors present. | ||
| May 4, 2021 ~~1~~8thof 9th session |
1. To nominate candidates of directors and independent directors, and review those nominees. |
All directors present passed that all nominees were eligible and will be submitted to the Shareholders’ meeting for election. |
|
| 2. To start the“Employee Stock Ownership Trust”. | Passed unchanged by alldirectors present. | ||
| 3. To discuss additional amounts and annual renewal of financing from financial institutions. |
Passed unchanged by all directors present. | ||
| Jul. 2, 2021 19thof 9th session |
1. To postpone the date of Shareholders’ meeting and determine the meeting place. |
Shareholders’ meeting was postponed to be physically held on July 26, 2021 at 9amin No. 5, Central 1st Road, Cianjhen Dist., Kaohsiung. |
- 51 -
| Jul. 26, 2021 1thof 10th session |
1. To elect the Chairman of the 10thsession. | All directors present passed that Tseng, Jui-Ming continued to serve as the Chairman. |
|---|---|---|
| Aug. 4, 2021 2thof 10th session |
1. To discuss the consolidated financial statements for 2ndquarter of 2021. | Passed unchanged by all directors present. |
| 2. To engage the Compensation Committee members, | Excluding two directors avoiding vote in conflict of interest, directors present passed unchanged that the Company engaged Li, Chi-Cheng, Huang, Hui-Ling and Hung, Kuang-Te to serve as the Compensation Committee members of the 5thsession. The term was same as theBoard ofthe10th session. |
|
| 3. To revise the audit plan for 2021 | Passed unchanged by all directors present. | |
| 4. To discuss additional amounts and annual renewal of financing from financial institutions. |
Passed unchanged by all directors present. | |
| Aug. 12, 2021 3thof 10th session |
1. To discuss the distribution details of 2020 employees’ compensation and remuneration for directors and supervisors. |
The compensation for employees totals NT$14,683,111 and remuneration for directors and supervisors totals NT$8,809,867. The distribution details were passed unchanged by all directors present. |
| Nov. 4, 2021 4thof 10th session |
1. To discuss the consolidated financial statements for 3rdquarter of 2021. | Passed unchanged by all directors present. |
| 2. To discuss and review of all remunerations of 2022 for directors and managerial officers. |
Passed unchanged by directors present excluding three directors avoiding vote in conflict of interest. |
|
| 3. To discuss year-end remunerations and bonuses to the Chairman and managerial officers for 2021. |
Passed unchanged by directors present excluding three directors avoiding vote in conflict of interest. |
|
| 4. To discuss the amendment of “Ethical Management Principles” and “Codes for Ethical Management”. |
Passed unchanged by all directors present. | |
| 5. To discuss the amendment of “Evaluation Regulations of the Board’s Performance”. |
Passed unchanged by all directors present. | |
| 6. To discuss the amendment of“Compensation Committee Charter” | Passed unchanged by all directors present. | |
| 7. To discuss the proposed audit plan for 2022 in accordance with Article 13 of “Regulations Governing Establishment of Internal Control Systems by Public Companies”. |
Passed unchanged by all directors present. | |
| 8. To discuss additional amounts and annual renewal of financing from financial institutions. |
Passed unchanged by all directors present. | |
| Jan. 12, 2022 5thof 10th session |
1. To discuss the capital reduction date to retire treasure stock (19thtime buy back). |
The capital reduction date to retire treasury stocks was February 11, 2022 and approved by Ministry of Economic Affairs on February 18, 2022. |
| Mar. 10, 2022 6thof 10th session |
1. To discuss business plan for 2022. | Passed unchanged by all directors present. |
| 2. To discuss business report, financial statements, and consolidated financial statements for 2021. |
Passed unchanged by all directors present. | |
| 3. To discuss the distribution of 2021 employees’ compensation and remuneration for directors. |
Planned compensation for employees totals NT$14,485,611 and remuneration for directors totals NT$8,691,367. Totalamountswillbe paidincash. |
|
| 4. To discuss the proposal for distribution of 2021 profits. | Net profit of 2021 was NT$237,280,142. By adding previous years’ retained earnings of NT$177,570,397, proceeds from disposal of equity instruments at fair value through other comprehensive income of NT$34,238,450, reversal of special reserve for equity deduction of NT$13,324,968, and deducting changes of remeasurement from defined benefit plans of NT$18,937,000, total distributable earnings for year amounted to NT$443,476,957. After setting aside 10% of net profit as legal reserve of NT$25,258,159, the Board of Directors has determined the profit to be distributed among shareholders shall be NT$188,889,124 in cash dividends (NT$1.2 per share). |
|
| 5. To discuss the amendment of“Articles of Incorporation”. | Passed unchanged by all directors present. | |
| 6. To discuss the amendment of “Rules of Procedures for Shareholders’ Meeting”. |
Passed unchanged by all directors present. | |
| 7. To discuss the amendment of “Regulations Governing the Acquisition and Disposal of Assets”. |
Passed unchanged by all directors present. |
|
| 8. To discuss time, date, location and agenda of shareholders’ meeting for 2022, submission period of proposals from shareholders with 1% or more shares, and related matters. |
Shareholders’ meeting is set to be held on June 17, 2022 at 9amin the 1F conference hall. Submission of proposals from shareholders with 1% or more shares willbe acceptedfrom April9 toApril 19. |
|
| 9. To discuss self-assessment and statement on internal control for 2021. | Passed unchanged by all directors present. | |
| 10. To discuss the amendment of internal control system, version 20, and internal audit system with its implementing regulations, version 9. |
Passed unchanged by all directors present. | |
| 11. To discuss the adjustment of the attesting CPAs as well as the assessment of their independence and suitability. |
Due to internal job rotation, KPMG changed audit partner in 2022. The audit partner adjusted from preivous Yang, Po-Jen and Su, Yen-Ta to Chen, Yung-Hsiang and Su, Yen-Ta. The successor CPAs have achieved the Company’s standards of the independence and suitability after evaluation. |
|
| 12. To discuss the amendment of“Corporate Governance Principles”. | Passed unchanged by all directors present. | |
| 13. To discuss the amendment of “Corporate Social Responsibility Practice Principles”. |
Passed unchanged by all directors present. | |
| 14. To amend all remunerations of 2022 for directors and managerial officers. | Passed unchanged by directors present excluding fourdirectors avoidingvoteinconflict of interest. |
|
| 15. To discuss remuneration adjustments of 2022 for the Chairman and managerialofficers. |
Passed unchanged by directors present excluding fourdirectors avoidingvoteinconflict of interest. |
|
| 16. To discuss additional amounts and annual renewal of financing from financial institutions. |
Passed unchanged by all directors present. |
- 52 -
Note 1: Newly elected directors were listed as below:
| Title | Name | The elected votingrights |
|---|---|---|
| Director | Tseng,Jui-Ming | 116,967,853 |
| Director | Hsieh,Hui-Tai | 97,013,000 |
| Director | Wang,Tai-Kuang | 95,961,912 |
| Director | Yu,Cheng-Chung | 94,013,482 |
| Director | Ying Dar Investment Development Corp. Representative: Huang,Hsiu-Wen |
93,001,508 |
| Director | Bae Haw Investment Development Corp. Representative: Hsieh,Wen-Hsiung |
92,302,960 |
| Independent Director | Huang,Hui-Ling | 84,757,579 |
| Independent Director | Li,Chi-Cheng | 84,627,223 |
| Independent Director | Huang,Fu-Di | 84,423,346 |
-
3.4.12 A director or supervisor has expressed a dissenting opinion with respect to a material resolution passed by the board of directors, and said dissenting opinion has been recorded or prepared as a written declaration, disclose the principal content thereof: None.
-
3.4.13 A summary of resignations and dismissals of the company’s chairperson, general manager, chief Accounting Supervisor, chief Financial Executive, chief internal auditor, chief corporate governance officer, and chief research and development officer: None.
-
3.4.14 Certification of employees whose jobs are related to the release of the company’s financial information: Certified Public Accountants(CPA) – Audit Office: 1 person.
3.5 Information on CPA (external auditor) professional fees
| Unit: NT$Thousands | Unit: NT$Thousands | Unit: NT$Thousands | Unit: NT$Thousands | Unit: NT$Thousands | Unit: NT$Thousands | |
|---|---|---|---|---|---|---|
| Name of accountingfirm |
Name of CPAs |
Period covered by the CPAaudit |
Audit fees |
Non-audit fees |
Total |
Remarks |
| KPMG | Yang, Po-Jen | Year 2021 | 3,710 | 1,540 | 5,250 | Non-audit fees included: Transfer pricing report NT$720 Tax certification NT$670 Inventory bonded items NT$120 Non-supervisory full-time employee salary check NT$30 |
| Su, Yen-Ta | ||||||
| KPMG | Yang, Po-Jen | Year 2020 | 3,710 | 1,540 | 5,250 | Non-audit fees included: Transfer pricing report NT$720 Tax certification NT$670 Inventory bonded items NT$120 Non-supervisory full-time employee salarycheck NT$30 |
| Su, Yen-Ta |
3.5.1 The company changes its accounting firm and the audit fees paid for the fiscal year in which such change took place are lower than those for the previous fiscal year: Not applicable.
3.5.2 The audit fees paid for the current fiscal year are lower than those for the previous fiscal year by 10 percent or more: Not applicable.
3.6 Information on replacement of CPA: Not applicable.
-
3.7 The company’s chairperson, general manager, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm: Not applicable.
-
53 -
3.8 Changes in shareholding of directors, supervisors, managerial officers, and major shareholders
| shareholders | shareholders | ||||
|---|---|---|---|---|---|
| Unit: Shares | |||||
| Job title | Name | Year 2021 | As of April 19,2022 | ||
| Shareholding increase (or decrease) |
Pledged shareholding increase (or decrease) |
Shareholding increase (or decrease) |
Pledged shareholding increase (or decrease) |
||
| Chairman | Tseng,Jui-Ming | 0 | 0 | 0 | 0 |
| Director | Hsieh,Hui-Tai | (185,000) | 0 | 0 | 0 |
| Director | Huang,Mao-Hsiung (Note 1) | - | - | - | - |
| Director | Wang,Tai-Kuang (Note 2) | 0 | 0 | 0 | 0 |
| Director | Yu,Cheng-Chung (Note 2) | 0 | 0 | 0 | 0 |
| Director | Ying Dar Investment Development Corp. Representative: Huang,Hsiu-Wen(Note 2) |
0 | 0 | 0 | 0 |
| Director | Bae Haw Investment Development Corp. Representative: Hsieh,Wen-Hsiung |
0 | 0 | 0 | 0 |
| Independent Director | Huang,Hui-Ling (Note 2) | 0 | 0 | 0 | 0 |
| Independent Director | Li,Chi-Cheng | 0 | 0 | 0 | 0 |
| Independent Director | Huang,Fu-Di | 0 | 0 | 0 | 0 |
| Supervisor | Lin,Yu-Fen(Note 1) | - | - | - | - |
| Supervisor | Tseng,Shu-Ling (Note 1) | - | - | - | - |
| Supervisor | Ting,Hung-Hsun(Note 1) | - | - | - | - |
| President & CEO | Wang,Tai-Kuang | 0 | 0 | 0 | 0 |
| Executive Vice President |
Huang, Mao-Hsiung (Note 3) | 0 | 0 | 0 | 0 |
| Vice President | Yu,Cheng-Chung | 0 | 0 | 0 | 0 |
| Vice Presidnet & Chairman’s Special Assistant & Corporate Governance Officer |
Hsieh, Wen-Hsiung | 0 | 0 | 0 | 0 |
| Vice President | Kao,Neng-Sen | 0 | 0 | 0 | 0 |
| Vice President | Huang,Shih-Pin(Note 4) | - | - | 0 | 0 |
| Financial Executive | Huang,Hsiu-Wen | 0 | 0 | 0 | 0 |
| AccountingSupervisor | Kuo,Kun-He | 0 | 0 | 0 | 0 |
Note 1: Resigned on July 26, 2021.
Note 2: Director Yu, Cheng-Chung and Independent Director Huang, Hui-Ling took office on July 26, 2021. Wang, Tai-Kuang, former representative of Ying Dar Investment Development Corp. was re-appointed as general director, and Huang, Hsiu-We was the new representative, effective immediately since July 26, 2021.
Note 3: Retired on March 31, 2022.
Note 4: Was promoted to the Vice President on March 1, 2022.
3.8.1 Information on transfers of shareholding
| Name | Reason for transfer |
Date of transaction |
Counterparty | Relationship between the counterparty and the Company, directors, supervisors, managerial officers, and major shareholders |
No. of shares |
Transaction price |
|---|---|---|---|---|---|---|
| None |
3.8.2 Information on pledges of shareholding
| Name | Reason for change in pledge status |
Date of change |
Counterparty | Relationship between the counterparty and the Company, directors, supervisors, managerial officers,and major shareholders |
Shares | Share- holding ratio |
Pledge ratio |
Amount borrowed under pledges (or redeemed) |
|---|---|---|---|---|---|---|---|---|
| None |
- 54 -
3.9 Relationship among the top 10 shareholders
As of April 19, 2022
| Name | Shareholding | Shareholding | Shareholding of spouse and minor children |
Shareholding of spouse and minor children |
Total shareholding by nominee arrangements |
Total shareholding by nominee arrangements |
Specify the name of the entity or person and their relationship to any of the other top 10 shareholders with which the person is a related party or has a relationship of spouse or relative within the 2nd degree |
Specify the name of the entity or person and their relationship to any of the other top 10 shareholders with which the person is a related party or has a relationship of spouse or relative within the 2nd degree |
Remarks |
|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Name of entity or individual |
Relationship | ||
| Tseng, Jui-Ming | 11,043,723 | 7.02% | 256,759 |
0.16% | 0 | 0.00% | Hsieh,Hui-Tai | In-law siblings | None |
Ying Dar Investment Development Corp. |
Responsible person | None | |||||||
| Bae Haw Investment Development Corp. |
Responsible person | None | |||||||
| Hsieh,Hui-Tai | 6,301,867 | 4.00% | 0 | 0.00% | 0 | 0.00% | Tseng, Jui-Ming | In-lawsiblings | None |
| Ying Dar Investment Development Corp. |
5,346,672 | 3.40% | 0 |
0.00% | 0 | 0.00% | Tseng, Jui-Ming | Responsible person of the company |
None |
Wang, Tai-Kuang |
Representative of corporate director of the company |
None |
|||||||
| Representative of Ying Dar Investment Development Corp.: Huang,Hsiu-Wen |
220,862 | 0.14% | 17,404 | 0.01% | 0 | 0.00% | Ying Dar Investment Development Corp. |
Representative of corporate supervisor |
None |
| Bae Haw Investment Development Corp. |
Representative of corporate supervisor |
None |
|||||||
| Bae Haw Investment Development Corp. |
3,447,716 | 2.19% | 0 |
0.00% | 0 | 0.00% | Tseng, Jui-Ming | Responsible person ofthe company |
None |
Wang, Tai-Kuang |
Representative of corporate director of the company |
None |
|||||||
| Representative of Bae Haw Investment Development Corp.: Hsieh,Wen-Hsiung |
261,253 | 0.17% | 0 |
0.00% | 0 | 0.00% | Bae Haw Investment Development Corp. |
Representative of corporate director |
None |
| Chang,Chih-Feng | 2,645,000 | 1.68% | 0 |
0.00% | 0 | 0.00% | None |
None | None |
| Lin,Yu-Fen | 1,802,813 | 1.15% | 1,666,487 | 1.06% | 0 | 0.00% | Wang,Tai-Kuang | Spouse | None |
| Huang,Mao-Hsiung | 1,693,659 | 1.08% | 0 |
0.00% | 0 | 0.00% | None |
None | None |
| Wang, Tai-Kuang | 1,666,487 | 1.06% | 1,802,813 |
1.15% | 0 | 0.00% | Lin,Yu-Fen | Spouse | None |
Ying Dar Investment Development Corp. |
Representative of corporate director |
None | |||||||
| Bae Haw Investment Development Corp. |
Representative of corporate director |
None | |||||||
| Employee Stock Ownership Trust Account of Taishin International Bank Entrusted by edt |
1,465,218 | 0.93% | 0 |
0.00% | 0 | 0.00% | None |
None | None |
| Kao,Jui-Li | 1,209,000 | 0.77% | 0 |
0.00% | 0 | 0.00% | None |
None | None |
3.10 Total ownership of shares in investee enterprises
Unit: Shares; %
| Unit: Shares; % | Unit: Shares; % | |||||
|---|---|---|---|---|---|---|
| Investee enterprise (Note) |
Investment by the Company | Investment by the directors, supervisors, managerial officers and directly or indirectly controlled entities of the Company |
Total investment | |||
| Shares | Shareholding ratio |
Shares | Shareholding ratio |
Shares | Shareholding ratio |
|
| EmergingDisplayTechnologies Corp.,U.S.A. | 3,500,000 | 100.00% |
0 |
0.00% |
3,500,000 |
100.00% |
| EmergingDisplayInternational(Samoa)Corp. | 5,984,071 | 78.49% |
1,320,000 |
17.31% |
7,304,071 |
95.80% |
| EDT-Europe ApS | 125,000 | 100.00% |
0 |
0.00% |
125,000 |
100.00% |
| EmergingDisplayTechnologies Korea | 58,212,500 | 100.00% |
0 |
0.00% |
58,212,500 |
100.00% |
| EDT-Japan Corp. | 5,000 | 100.00% |
0 |
0.00% |
5,000 |
100.00% |
| YingDar Investment Development Corp. | 8,900,000 | 100.00% |
0 |
0.00% |
8,900,000 |
100.00% |
| Bae Haw Investment Development Corp. | 8,900,000 | 100.00% |
0 |
0.00% |
8,900,000 |
100.00% |
| YingChengInvestment Corp. | 8,400,000 | 52.50% |
0 |
0.00% |
8,400,000 |
52.50% |
Note : This refers to investee enterprises in which the Company makes long-term investment calculated according to the equity method.
- 55 -
IV. Capital Overview 4.1 Capital and shares
4.1.1 Source of capital
| Month/ Year |
Issued price (NT$) |
Authorized capital | Authorized capital | Paid-in capital | Paid-in capital | Remarks | Remarks | Remarks |
|---|---|---|---|---|---|---|---|---|
| Shares (Thousand) |
Amount (NT$ thousand) |
Shares (Thousand) |
Amount (NT$ thousand) |
Sources of capital (NT$ thousand) |
Capital paid in by assets other than cash |
Other | ||
| 09/1994 | 10 | 1,800 | 18,000 |
1,800 |
18,000 |
Set upinitial cash capital injection | None | None |
| 12/1996 | 10 | 2,573 | 25,725 |
2,573 |
25,725 |
Cash capital injection NT$7,725 | None | None |
| 11/1997 | 10 | 4,579 | 45,791 |
4,579 |
45,791 |
Cash capital injection NT$20,066 | None | None |
| 03/1998 | 10 | 19,990 | 199,896 |
19,990 |
199,896 |
Cash capital injection NT$142,200 Retained earnings capital injection NT$11,905 |
None | None |
| 07/1998 | 10 | 60,000 | 600,000 |
30,000 |
300,000 |
Cash capital injection NT$100,104 | None | Approval No. 58863 issued byFSC on 23/07/1998 |
| 07/1999 | 10 | 60,000 | 600,000 |
43,500 |
435,000 |
Retained earnings capital injection NT$60,000 Employee bonus capital injection NT$15,000 Capital surplus injection NT$60,000 |
None | Approval No. 59752 issued by FSC on 01/07/1999 |
| 07/2000 | 10 | 80,000 | 800,000 |
65,000 |
650,000 |
Retained earnings capital injection NT$61,770 Employee bonus capital injection NT$15,442.5 Capital surplus injection NT$60,030 Cash capital increased NT$77,757.5 |
None | Approval No. 59505 issued by FSC on 12/07/2000 |
| 11/2000 | 10 | 80,000 | 800,000 |
80,000 |
800,000 |
Cash capital increased NT$150,000 | None | Approval No. 95331 issued byFSC on 21/11/2000 |
| 07/2001 | 10 | 200,000 | 2,000,000 |
98,200 |
982,000 |
Retained earnings capital injection NT$88,000 Employee bonus capital injection NT$14,000 Capital surplus injection NT$80,000 |
None | Approval No. 144159 issued by FSC on 12/07/2001 |
| 07/2002 | 10 | 200,000 | 2,000,000 |
114,000 |
1,140,000 |
Retained earnings capital injection NT$49,100 Employee bonus capital injection NT$10,700 Capital surplus injection NT$98,200 |
None | Approval No. 0910141489 issued by FSC on 25/07/2002 |
| 10/2003 | 10 | 200,000 | 2,000,000 |
131,520 |
1,315,198 |
Employee bonus capital injection NT$900 Capital surplus injection NT$109,100 Capital injection byCB NT$65,198 |
None | Approval No. 0920130747 issued by FSC on 09/07/2003 |
| 12/2003 | 10 | 200,000 | 2,000,000 |
143,870 |
1,438,700 |
Capital injection byCB NT$123,502 | None | Approval No. 09300300090 issued byK.E.P.Z. |
| 04/2004 | 10 | 200,000 | 2,000,000 |
147,704 |
1,477,044 |
Capital injection byCB NT$38,343 | None | Approval No. 09300300660 issued byK.E.P.Z. |
| 07/2004 | 10 | 200,000 | 2,000,000 |
148,825 |
1,488,246 |
Capital injection byCB NT$11,201 | None | Approval No. 09300301350 issued byK.E.P.Z. |
| 09/2004 | 10 | 200,000 | 2,000,000 |
175,004 |
1,750,036 |
Retained earnings capital injection NT$74,410 Employee bonus capital injection NT$38,560 Capital surplus injection NT$148,820 |
None | Approval No. 0930132882 issued by FSC on 22/07/2004 |
| 10/2004 | 10 | 200,000 | 2,000,000 |
175,433 |
1,754,329 |
Capital injection byCB NT$4,293 | None | Approval No. 09300302220 issued byK.E.P.Z. |
| 01/2005 | 10 | 200,000 | 2,000,000 |
175,490 |
1,754,900 |
Capital injection byCB NT$571 | None | Approval No. 09400300130 issued byK.E.P.Z. |
| 04/2005 | 10 | 200,000 | 2,000,000 |
175,501 |
1,755,014 |
Capital injection byCB NT$114 | None | Approval No. 09400300660 issued byK.E.P.Z. |
- 56 -
| Month/ Year |
Issued price (NT$) |
Authorized capital | Authorized capital | Authorized capital | Paid-in capital | Paid-in capital | Paid-in capital | Remarks | Remarks | Remarks | Remarks | Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares (Thousand) |
Amount (NT$ thousand) |
Shares (Thousand) |
Amount (NT$ thousand) |
Sources of capital (NT$ thousand) |
Capital paid in by assets other than cash |
Other | ||||||
| 07/2005 | 10 | 260,000 | 2,600,000 |
175,507 |
1,755,072 |
Capital injection byCB NT$58 | None | Approval No. 09400301470 issued byK.E.P.Z. | ||||
| 08/2005 | 10 | 260,000 | 2,600,000 |
193,910 |
1,939,096 |
Retained earnings capital injection NT $84,587 Employee bonus capital injection NT $14,850 Capital surplus injection NT$84,587 |
None | Approval No. 0940126503 issued by FSC on 01/07/2005 | ||||
| 10/2005 | 10 | 260,000 | 2,600,000 |
194,131 |
1,941,313 |
Capital injection byCB NT$2,217 | None | Approval No. 09400302240 issued byK.E.P.Z. | ||||
| 07/2006 | 10 | 260,000 | 2,600,000 |
199,701 |
1,997,008 |
Capital injection byCB NT$55,695 | None | Approval No. 09500301880 issued byK.E.P.Z. | ||||
| 08/2006 | 10 | 350,000 | 3,500,000 |
220,282 |
2,202,822 |
Retained earnings capital injection NT$93,907 Employee bonus capital injection NT$18,000 Capital surplus injection NT$93,907 |
None | Approval No. 0950128449 issued by FSC on 05/07/2006 | ||||
| 07/2007 | 10 | 350,000 | 3,500,000 |
220,632 |
2,206,319 |
Capital injection byCB NT$3,497 | None | Approval No. 09600301980 issued byK.E.P.Z. | ||||
| 08/2007 | 10 | 350,000 | 3,500,000 |
214,315 |
2,143,149 |
Treasurystocks cancellation NT$63,170 | None | Approval No. 09600302080 issued byK.E.P.Z. | ||||
| 08/2007 | 10 | 350,000 | 3,500,000 |
225,013 |
2,250,132 |
Capital surplus injection NT$106,983 | None | Approval No. 0960036230 issued byFSC on 12/07/2007 | ||||
| 11/2007 | 10 | 350,000 | 3,500,000 |
225,157 |
2,251,569 |
Capital injection byCB NT$1,437 | None | Approval No. 09600303090issued byK.E.P.Z. | ||||
| 01/2008 | 10 | 350,000 | 3,500,000 |
225,214 |
2,252,144 |
Capital injection byCB NT$575 | None | Approval No. 09700300130 issued byK.E.P.Z. | ||||
| 08/2008 | 10 | 350,000 | 3,500,000 |
225,249 |
2,252,489 |
Capital injection byCB NT$345 | None | Approval No. 09700302030 issued byK.E.P.Z. | ||||
| 08/2008 | 10 | 350,000 | 3,500,000 |
217,749 |
2,177,489 |
Treasurystocks cancellation NT$75,000 | None | Approval No. 09700301230 issued byK.E.P.Z. | ||||
| 01/2009 | 10 | 350,000 | 3,500,000 |
211,108 |
2,111,076 |
Capital injection by CB NT$517 Treasurystocks cancellation NT$66,930 |
None | Approval No. 09800300100 issued by K.E.P.Z. | ||||
| 10/2010 | 10 | 350,000 | 3,500,000 |
241,108 |
2,411,076 |
Cash capital injection NT$300,000 | None | Approval No. 0990047548issued byFSC on 28/09/2010 | ||||
| 12/2010 | 10 | 350,000 | 3,500,000 |
234,108 |
2,341,076 |
Treasurystocks cancellation NT$70,000 | None | Approval No. 09900303390 issued byK.E.P.Z. | ||||
| 02/2011 | 10 | 350,000 | 3,500,000 |
226,108 |
2,261,076 |
Treasurystocks cancellation NT$80,000 | None | Approval No. 10000300470 issued byK.E.P.Z. | ||||
| 08/2015 | 10 | 350,000 | 3,500,000 |
221,108 |
2,211,076 |
Treasurystocks cancellation NT$50,000 | None | Approval No. 10400301780 issued byK.E.P.Z. | ||||
| 10/2015 | 10 | 350,000 | 3,500,000 |
214,908 |
2,149,076 |
Treasurystocks cancellation NT$62,000 | None | Approval No. 10400302130 issued byK.E.P.Z. | ||||
| 01/2016 | 10 | 350,000 | 3,500,000 |
200,908 |
2,009,076 |
Treasurystocks cancellation NT$140,000 | None | Approval No. 10540010110 issued byK.E.P.Z. | ||||
| 12/2016 | 10 | 350,000 | 3,500,000 |
194,908 |
1,949,076 |
Treasurystocks cancellation NT$60,000 | None | Approval No. 10540013030 issued byK.E.P.Z. | ||||
| 02/2017 | 10 | 350,000 | 3,500,000 |
189,408 |
1,894,076 |
Treasurystocks cancellation NT$55,000 | None | Approval No. 10640010260 issued byK.E.P.Z. | ||||
| 05/2017 | 10 | 350,000 | 3,500,000 |
183,408 |
1,834,076 |
Treasurystocks cancellation NT$60,000 | None | Approval No. 10640010950 issued byK.E.P.Z. | ||||
| 06/2018 | 10 | 350,000 | 3,500,000 |
179,408 |
1,794,076 |
Treasurystocks cancellation NT$40,000 | None | Approval No. 10740011280 issued byK.E.P.Z. | ||||
| 11/2018 | 10 | 350,000 | 3,500,000 |
174,408 |
1,744,076 |
Treasurystocks cancellation NT$50,000 | None | Approval No. 1074001202 issued byK.E.P.Z. | ||||
| 04/2019 | 10 | 350,000 | 3,500,000 |
162,408 |
1,624,076 |
Treasurystocks cancellation NT$120,000 | None | Approval No. 1084100047 issued byK.E.P.Z. | ||||
| 02/2022 | 10 | 350,000 | 3,500,000 |
157,408 |
1,574,076 |
Treasurystocks cancellation NT$50,000 | None | Approval No. 1114100026 issued byK.E.P.Z. | ||||
| Authorized capital Remarks Outstandingshares(Note) Unissued shares Total 157,407,603 192,592,397 350,000,000 TWSE Listed Company |
||||||||||||
| Type of stock | Authorized capital | Remarks | ||||||||||
| Outstandingshares(Note) | Unissued shares | Total | ||||||||||
| Common Stock | 157,407,603 | 192,592,397 | 350,000,000 | TWSE Listed Company |
Note: Buyback shares are deducted.
- 57 -
4.1.2 Shareholder composition
| As of April 19,2022 | As of April 19,2022 | As of April 19,2022 | As of April 19,2022 | As of April 19,2022 | ||
|---|---|---|---|---|---|---|
| Shareholder composition Quantity |
Government agencies |
Financial institutions |
Other legal entities |
Individuals | Foreign institutions and foreign individuals |
Total |
| No. of shareholders |
0 | 0 |
233 |
35,782 |
53 |
36,068 |
| No. of shares held |
0 | 0 |
12,226,563 | 141,729,203 |
3,451,837 |
157,407,603 |
| Shareholding ratio |
0.00% | 0.00% |
7.77% |
90.04% |
2.19% |
100.00% |
4.1.3 Distribution of shareholding
| 4.1.3 Distribution of shareholding | 4.1.3 Distribution of shareholding | 4.1.3 Distribution of shareholding | 4.1.3 Distribution of shareholding |
|---|---|---|---|
| As of April 19,2022 | |||
| Range of no. of shares held | No. of shareholders |
Shareholding (shares) |
Shareholding (%) |
| 1 to 999 | 20,635 | 743,543 | 0.47% |
| 1,000 to 5,000 | 11,389 | 25,385,445 | 16.13% |
| 5,001 to 10,000 | 2,136 | 17,582,331 | 11.17% |
| 10,001 to 15,000 | 564 | 7,212,861 | 4.58% |
| 15,001 to 20,000 | 479 | 9,045,236 | 5.75% |
| 20,001 to 30,000 | 334 | 8,727,078 | 5.54% |
| 30,001 to 40,000 | 140 | 5,073,663 | 3.22% |
| 40,001 to 50,000 | 112 | 5,297,962 | 3.37% |
| 50,001 to 100,000 | 167 | 12,146,743 | 7.72% |
| 100,001 to 200,000 | 59 | 8,436,551 | 5.36% |
| 200,001 to 400,000 | 22 | 5,821,295 | 3.70% |
| 400,001 to 600,000 | 8 | 4,210,470 | 2.67% |
| 600,001 to 800,000 | 5 | 3,463,211 | 2.20% |
| 800,001 to 1,000,000 | 5 | 4,321,850 | 2.75% |
| Above 1,000,001 | 13 | 39,939,364 | 25.37% |
| Total | 36,068 | 157,407,603 | 100.00% |
4.1.4 List of major shareholders
| 4.1.4 List of major shareholders | 4.1.4 List of major shareholders | 4.1.4 List of major shareholders |
|---|---|---|
| As of April 19,2022 | ||
| Shares Names of major shareholders |
Shareholding (shares) |
Shareholding (%) |
| Tseng,Jui-Ming | 11,043,723 | 7.02% |
| Hsieh,Hui-Tai | 6,301,867 | 4.00% |
| YingDar Investment Development Corp. | 5,346,672 | 3.40% |
| Bae Haw Investment Development Corp. | 3,447,716 | 2.19% |
| Chang,Chih-Feng | 2,645,000 | 1.68% |
| Lin,Yu-Fen | 1,802,813 | 1.15% |
| Huang,Mao-Hsiung | 1,693,659 | 1.08% |
| Wang,Tai-Kuang | 1,666,487 | 1.06% |
| Employee Stock Ownership Trust Account of Taishin International Bank Entrusted by edt |
1,465,218 | 0.93% |
| Kao,Jui-Li | 1,209,000 | 0.77% |
- 58 -
4.1.5 Market price, net worth, earnings, and dividends per share
| Item | Fiscal year | Fiscal year | Year 2021 | Year 2020 | Jan. 1, 2022~ Apr. 25,2022 |
|---|---|---|---|---|---|
| Market price per share |
Highes | 26.30 | 25.50 | 19.90 | |
| Lowest | 16.60 | 11.70 | 17.85 | ||
| Average | 21.29 | 19.37 | 18.95 | ||
| Net worth per share |
Before distribution | 13.64 | 13.05 | (Note 4) | |
| After distribution | 12.37 | 11.46 | |||
| Earnings per share |
Weighted average shares (thousand shares) |
148,613 | 148,613 | (Note 4) | |
| Earnings per share |
Before adjustment | 1.60 | 1.57 | (Note 4) | |
| After adjustment | 1.60 | 1.57 | |||
| Dividends per share |
Cash dividends | 1.20 | 1.20 | ||
| Stock dividends |
Dividends from retained earnings |
0 | 0 | ||
| Dividends from capital surplus |
0 | 0 | |||
| Accumulated undistributed dividends | 0 |
0 | |||
| Return on investment analysis |
Price / earnings ratio(Note 1) | 12.09 | 11.52 | (Note 4) | |
| Price / dividend ratio(Note 2) | 16.13 | 15.07 | |||
| Cash dividendyield(Note 3) | 6.20% | 6.64% |
Note 1: Price / earnings ratio = average closing price per share for the year / earnings per share. Note 2: Price / dividend ratio = average closing price per share for the year / cash dividends per share. Note 3: Cash dividend yield = cash dividend per share / average closing price per share for the year. Note 4: The financial statement of 1[st] quarter of 2022 was not reviewed by Certified Public Accountant yet.
4.1.6 Dividend policy and implementation status
4.1.6.1 Dividend policy
The Company, when allocating its surplus profits after having paid all taxes and dues and covered accumulated losses, shall first set aside legal reserve and special reserve in accordance with relevant laws, rules and regulations. The said special reserve shall require to be reversed before distribution of earnings. If there is a remaining balance, the Board of Directors shall propose an earning distribution plan which distribution amount is no more than 80 percent of retained earnings available for distribution for the current year, then summit it to the shareholders ’ meeting for concurrence.
The Company, in accordance with paragraph 5 of Article 240 of the Company Act, authorizes the distributable dividends and bonuses or legal reserve and special reserve stipulated in paragraph 1 of Article 241 of the Company Act in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the Shareholders’ Meeting.
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The Company is at the steady growth stage of its business development. Residual dividend policy shall be adopted for dividend distribution of the Company, taking into consideration the future capital budget plans and operational capital needs of the Company, as well as the extent of dilution on earnings per share and influence upon return on equity. Hence, future distribution of earnings shall be made priority by way of cash dividend over stock dividend, provided the ratio for cash dividend shall be fifty percent or more of the total annual distribution.
4.1.6.2 Proposed distribution of dividend
-
A. In Fiscal Year 2021, the Company made a net profit of NT$237,280,142. By adding previous years’ retained earnings of NT$177,570,397, proceeds from disposal of equity instruments at fair value through other comprehensive income of NT$34,238,450, reversal of special reserve for equity deduction of NT$13,324,968, and deducting changes of remeasurement from defined benefit plans of NT$18,937,000, total distributable earnings for year amounted to NT$443,476,957. After setting aside 10% of net profit as legal reserve of NT$25,258,159, the Board of Directors has determined the profit to be distributed among shareholders shall be NT$188,889,124 in cash dividends (NT$1.2 per share). The cash dividends will be distributed according to the percent of shareholding on ex-dividend date and fully distributed until last integer and preclude fraction of dollar. The remainder of undistributed net earnings will be recorded as the Company’s other income.
-
B. In the event that, the proposed dividend distribution ratio is affected due to share buyback program, transfer of treasury stocks to employees, reduction of shares or any other reasons affecting the number of outstanding shares, it is proposed that the Chairman be fully authorized to handle such distribution.
-
C. Upon reporting to the 2022 shareholders’ meeting, it is proposed that the Chairman be authorized to resolve the ex-dividend date and payment date.
4.1.7 Effect upon business performance and earnings per share of any stock dividend distribution proposed or adopted at the most recent shareholders’ meeting: None.
4.1.8 Employee bonus and directors’ and supervisors’ remuneration
-
4.1.8.1 Information relating to employee bonus and directors’ and supervisors’ remuneration in the articles of incorporation: In accordance with Article 22-1 of the Articles of Incorporation, the Company shall allocate 5 percent or more as employees’ compensation and 3 percent or less as remuneration for directors and supervisors when there is profit for the current year. By Articles 16 and 20 of Articles of Incorporation, the remuneration of the directors, supervisors, and managers are referred to the level of the related public companies, the Company’s operation status, and their value of contribution.
-
60 -
4.1.8.2 The basis for estimating the amount of employee, director, and supervisor compensation, for calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period: The Company has determined to allocate 3 percent as remuneration for directors and supervisors and 5 percent as employees’ bonus. The amount will be fully paid in cash. There is no difference between the amount proposed to be distributed and estimated figure.
4.1.8.3 Profit distribution for employee bonus and directors’ and supervisors’ remuneration for 2020 approved in board of directors meeting:
- A. The amount of any employee compensation distributed in cash or stocks and compensation for directors and supervisors. If there is any discrepancy between that amount and the estimated figure for the fiscal year these expenses are recognized, the discrepancy, its cause, and the status of treatment shall be disclosed.
Unit: NT$ thousands
| Item | Item | Amount Approved in BOD Meeting |
Estimated Figure For TheFiscal Year |
Discrepancy | Cause | Treatment |
|---|---|---|---|---|---|---|
| Employee Bonus |
Cash | 14,486 | 14,486 | 0 | - | - |
| Stock | 0 | 0 | 0 | - | - | |
| Directors’ and Supervisors’ Remuneration |
8,691 | 8,691 | 0 | - | - | |
| Total | 23,177 | 23,177 | 0 | - | - |
- B. The amount of any employee compensation distributed in stocks, and the size of that amount as a percentage of the sum of the after-tax net income stated in the parent company only financial reports or individual financial reports for the current period and total employee compensation:
Unit: NT$ thousands Percentage of The Sum of The After-tax Net Income Stated in The Item Amount Parent Company Only Financial Reports or Individual Financial Reports For The Current Period And Total Employee Compensation Employee Bonus - Stock 0 0%
4.1.8.4 The actual distribution of employee, director, and supervisor compensation for the previous fiscal year (with an indication of the number of shares, monetary amount, and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized employee, director, or supervisor compensation, additionally the discrepancy, cause, and how it is treated:
Unit: NT$ thousands
| treated: | treated: | Unit: | NT$ thousands | |||
|---|---|---|---|---|---|---|
| Item | Actual Distribution | Estimated Figure For The Fiscal Year |
Discrepancy | Cause | Treatment | |
| Employee Bonus |
Cash | 14,683 | 14,683 | 0 | - | - |
| Stock | 0 | 0 |
0 | - | - | |
| Directors’ and Supervisors’ Remuneration |
8,810 | 8,810 |
0 | - | - | |
| Total | 23,493 | 23,493 |
0 | - | - |
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4.1.9 Buyback of treasury stock: None.
4.2 Issuance of corporate bonds: None.
4.3 Preferred shares: None.
4.4 Global depository receipts: None.
4.5 Status of employee stock options: None.
-
4.6 Status of employee retricted stock: None.
-
4.7 Status of new shares issuance in connection with mergers and acquisitions: None.
4.8 Financing plans and implementation: None.
- 62 -
V. Operational Highlights
5.1 Business activities
5.1.1 Business scope
-
A. Main areas of business operations
-
a. Manufacturer of electronic components
-
b. Manufacturer of computer and related equipment
-
c. Distributor of electronic materials
-
B. Revenue distribution
Liquid crystal displays, capacitive touch panels and modules make up 100% of business operations.
- C. Main products
The design, manufacturing, and application of liquid crystal displays and capacitive touch panels.
-
D. New products development
-
a. One glass capacitive touch panels (OGS and TOL)
-
b. TFT-LCD Backend products
-
c. Full lamination products of TFT modules, sensor and cover lens
5.1.2 Industry overview
-
A. Current status and future development of industry of the Company
-
Key products of the Company are the domains of liquid crystal displays (LCD) and capacitive touch panels (CTP). Respective illustrations are as follows:
-
a. LCD
LCD have different applied use for different specification requirements. With the advances in technology and consumer stimulated demand, display panels have gradually evolved, from the early monochrome TN/STN technology displays gradually to TFT-LCD technology. Industry sources at TrendForce said that the COVID-19 epidemic has driven the demand for both work/class from home with sales growth of LCD monitors exceeding more than 5% for two straight years since 2020. Following the substantial increase of vaccinated rate, the long-distance demand reduced, and orders of LCD monitors shrank dramatically, however. The LCD industry is expected to face a fierce competition in 2022 and the price of panels is more likely to decline year by year in the years to come. Even so, the impact of the epidemic on human living habits will not disappear quickly, and the online demand will still exist for a long time. According to Sigmaintell forecasts, although the growth rate of LCD and notebook shipments have sharply slowed down in 2021, but still enjoyed a considerable increase compared to the level before the epidemic. In the meantime, there is a trend of large-size display panels. DIGITIMES said that the capacity compound annual growth rate of large-size LCD panels is estimated to reach 2.2% during the period of 2020 to 2025. Of this, the expansion of average-sized TV panels is expected to increase the demand of large-sized LCD panels, and bring a compound annual growth rate of 3% or up.
Mainland China panel manufacturers began expanding their production capacities and acquisitions and merges in recent years. It is anticipated that the global LCD panel production capacity will continue to focus on mainland China in the foreseeable future. According to DIGITIMES estimates, mainland China expects to account for 71.6% of the global LCD panel production capacity by 2025, while Taiwan’s share will slowly drop to 22.6%. The share of South Korea and Japan will rapidly shrink to be less than 10%. Korean panel makers lost the competition in production capacity with their
- 63 -
Chinese counterparts, and will withdraw from the large-size LCD market and focus on the small and medium-size AMOLED market. This gradually forms a dominant situation for Chinese panel manufacturers.
b. CTP
Due to the consumer preference and formed habits for the intuitive operation of touch interface, smartphones and tablets not only have become the main operating interface, but they have also experienced rapid growth. The product development combined with the touch technique and panels has been over 10 years. The development of touch market is tending towards maturity, but with the changes in the communication mode between the new application market and the Internet of Things(IoT), artificial intelligence(AI), and smart home, the development of human-machine interface tends to be diverse. For example: the water tolerance touch could be applied in the field of medical institution, nautical ship or bathroom; while the 3D gesture recognition technology could be applied in automobile market, smart window with adaptive high-beam system, panels for vending machine and medical appliance based on the rules of public health. In conclusion, the touch technique is a basic for human-machine interface. With the continuous integration of technologies, a brand new humanmachine communicating interface has been developed, and the assistance and mechanical learning of various AI algorithms have enabled the development of the overall human-machine communicating interface to present an infinite vision.
- B. Relationship with up-, middle- and downstream companies a. LCD
| a. LCD | ||
|---|---|---|
| Upstream | Midstream | Downstream |
| Glass substrate | Video products | |
| Conductive glass | TN-LCD | Consumer products |
| Color filter | STN-LCD | Information technology products |
| Polarizer | TFT-LCD | Communication products |
| Backlight module | T/P | Instrumentation products |
| Liquid crystal | Electronic products | |
| Driver IC | Commercial products | |
| Automotive products |
b. CTP
Upstream Midstream Downstream Adhesive (liquid adhesive, Video products optical adhesive) Consumer products ITO target material Capacitive touch Information technology products ITO film panel / module Communication products ITO glass Instrumentation products PET film Electronic products Surface glass Commercial products Flexible print circuit (FPC) Automotive products Driver IC
- 64 -
C. Product trends
- a. Small and medium size of LCD
Small and medium size of consumer displays are mainly applying for smart phones, tablets, NBs, smart home devices and screens of automobiles, etc. Niche non-consumer displays are applying for industrial equipment, instrument, medicine, etc. The Company focuses on customized niche displays, and the characteristic of the product’s size, weight, function, and even the brand all presents quite different customization features. The description as below:
- High resolution and wide viewing angle
Due to the technical demand of large size and high fidelity visual effects stimulated by LCD TVs, TFT panel prices have gradually come down with the large scale investments by several liquid crystal panel manufacturers. Owing to this, the development of small and medium size display panels is also in the direction of high resolution and wide viewing angle and shall lead to new end use application.
- High brightness and wide color gamut
React to the high-brightness demand of industrial control display and color accuracy of medical display, the industry has dispersed or coated fluorescent quantum dots in polymers to form film which so called “Quantum Dot Enhancement Film”(QDEF). The color accuracy of quantum dot could filter blue light into pure white light, and overcome the congenital defect of LCD to effectively reduce the dependence on color compensation to the filter layer. Thus, the luminance and color gamut all get an effective promotion. The actual performance is even comparable to OLED panels.
-
Touch screen replace conventional keypad
-
As the smartphone market become mainstream for mobile phones, the conventional keypad has been gradually replaced by touch screen to make full use of the space on the phone. Recent launches of iPad seem to be on the trend of replacing small-size NB and prompt medium size LCD to become touch screen. Because of the popularization of the internet, networking has become more diverse and complex. The structure of resistive touch mode is no longer compatible with the demands of future development and the capacitive touch screen, with multi-touch function and high transmittance, gradually becomes the mainstream in the next wave of innovation.
b. CTP
Although projected CTP has already become mainstream, manufacturers continue to research and develop the technology to make touch panel lighter, thinner, cheaper, and less power consuming. With expectations to meet consumer preferences with product specifications and widen the gap with competitors, touch panel manufacturers must accelerate the pace of new generation material or structure to meet the rapidly growing demand of mobile devices. Key directions of research and development are as follows:
- 65 -
Water tolerance touch
The applied field of water tolerance touch is considerably extensive. For example: the outdoor access security system, the garage switch, the bathroom, kitchen and medical equipment. When the screen accumulates a certain area of water drops, it will seriously interfere with the touch signal, and the correction and adjustment of the algorithm can effectively reduce the situation of touch misjudgment.
-
Capacitive 3D gesture recognition technology
-
With the change between new application market and in the Internet of Things(IoT), artificial intelligence(AI), and visual communication modes, the development of human-machine interface tends to be diverse. The evolution of 2D touch turned into 3D gesture will become a trend. The 3D gesture technique is similar to capacitive touch technique, which detects gestures by electric field sensing to detect gesture move in three dimensional space. The electrode of capacitive sensing technique covers in the incrustation of equipment, compared with infrared sensing technique, the electrode of capacitive sensing technique could make a beautiful industrial design without additional cutouts.
D. Product competition
Global supply and demand and product structure of small and medium size LCD have stabilized. Quality and prices of upstream and downstream critical components are integrated and transparent. Competitiveness lies the product design, marketing channels, cost control, production yield rates, and equipment utilization rate of manufacturers. Generally speaking, Taiwanese manufacturers still have a competitive advantage in automotive, industrial equipment, medical equipment, high-end communication products, and special niche products. Large scale standard consumer electronics markets and Chinese markets are less suitable for development of Taiwanese manufacturers, as they are primarily dominated by Hong Kong and Chinese manufacturers.
The OLED panel in consumer market especially the mobile phone panel will gradually replace LCD panel. Thus, many panel factories abandoned the attitude of massing capital in expanding of production in the past, and turned to make a technology investment which is more progressive than OLED, such as Mini LED and Micro LED. Especially the Micro LED are integrated the technical advantage of the existing semiconductor, LED and display by Taiwan factories. Once the mass production of Micro LED is successful, it will form the situation of industrial competition with OLED. The Company will intently pay attention to its long-term development, and would equip the module products with display technology required by the market. However, the major needs of industrial control and medical market are still LCD.
- 66 -
Besides, many traditional display-related companies gradually abandon the thought of component suppliers in the past on market positioning, turn to emphasize multicultural concordance in the field of electron, electrical engineering, optics, mechanism, communication, software and artificial intelligence(AI), and provide high value added product and service, even become the provider of “solution”. In addition to making the display presents more diversification and differentiation, it also enables customers to save resources and shorten development time to create a win-win situation. Depending on customer needs, some component suppliers sell not only hardware applications, but turn to provide the integration of software and hardware in overall units or some stages to increase gross profit and sales unit price by solving more needs of customers. Through value transformation, technological innovation and smart manufacturing, the Company fits the industrial tendency of smart life, Internet of Things(IoT) and Internet of Vehicle (loV) in the future.
5.1.3 Research and development
A. The Company has invested NT$116,966 thousand into research and development for 2021, and planned to invest NT$135,600 thousand for 2022.
B. Successfully developed technologies or products:
| Item | R&D Results | Description of Benefits |
|---|---|---|
| 1 | CTP Water Tolerance Improvement with AI |
We have designed a water-tolerance algorithm in the MCU through self-capacitance sensing technology to achieve a single-finger click function at the center of the display during the flushing process of the shower head. However, the surrounding area will be false touch due to the capacitive coupling effect caused by the flowing water. We hope to solve this problem through AI algorithms, and make this technologycommerciallyavailable. |
| 2 | SpaceGesture Technology Development |
Develop a touchless human-machine interface interactive gesture sensing function through self-capacitance sensing technologyto fulfill customer’s needs for touchless solution. |
| 3 | Capacitive Touch Panel with Pressure Sensing Function |
The water-tolerance algorithm developed by us is currently limited to tap water and rainwater. Through capacitive pressure sensing technology, we hope to solve the problem of unstable control in the case of salt water with high conductivity. |
| 4 | Microchip maXTouch Solution Development |
Build CTP technology related OS integration through the realproject with Microchip. |
| 5 | AIoT+Audio Recognition Technology Application Development |
Develop the AIoT technology to control white goods. |
| 6 | Floating Imaging with Air Touch Technology Development |
The floating image display allows users to click on the screen by touching the floating screen instead of the physical buttons. It can be applied to elevators, restaurant POS(point of sale) machines, medical devices, public signage information machines,etc. |
| 7 | Light Field Floating Image Technology Development |
It is new image display and interaction technology, different from the traditional direct-view 2D screen/image and 2D touch, to provide a more humane, more natural, more intuitive image visual and interactive experience for people. It also changes the interaction interface and promotes a deeper integration between the real world and the virtual world. Thus it will bring new business opportunities for us in smart medical care, smart entertainment, smart retail, and smart mobility. |
- 67 -
| Item | R&D Results | Description of Benefits |
|---|---|---|
| 8 | Flexible Liquid Crystal Device Technology Development |
While the development of liquid crystal displays in the direction of ultra-thin and light-weight, and the trend of curved wearable products, we use a soft plastic substrate to create a flexible liquid crystal display with additional advantages such as bendability, drop resistance, shatter resistance,and light-weight. |
| 9 | Embedded Solution Platform |
Finish 3 types Embedded Solution Platform including STM32F750, STM32H750 and STM32H7B0. The STM32H7B0 platform supports 4 product sizes of 3.5 inches, 4.3 inches, 5 inches, and 7 inches. As the LCD connect interface of these 4 sizes are all the same, they can use the same platform by simply selecting the corresponding size inside theprogram. |
| 10 | Add-On Board for Embedded Product |
The Add-On Board developed by us has a variety of serial ports and can assist customers in pre-development testing and product integration application through the combination with various types of environment sensing sensors or situation sensingsensors. |
| 11 | Intellectual Property Rights (include Patents and Trade Secret) |
Number of intellectual property right proposals totaled 25, which include 15 patent proposals and 10 trade secret proposals. Number of intellectual property rights granted totaled 15(proposals accumulated in thepreviousyears). |
5.1.4 Long-term and Short-term Development
-
A. Short-term development
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a. Provide variation design of TFT-LCD module to satisfy different customized needs from customers, increase the proportion of niche-type display products in pan-industrial control and medical to diversify product types, and maintain the growth and earning power of the Company in the future.
-
b. Develop solutions of embedded system to help customers integrate development needs such as software, firmware, and hardware design, further to make it differentiate and high-added valuing. Increase gross profit and sale price through technical integration.
-
c. Import advanced engineering technology and new featured material, change product module configuration and enhance production technology to allow product design abilities of the Company to correspond with the trends of light, thin, short, small, and refined, as well as meet the standards of design required for the harsh operating environment of the pan-industrial control market.
-
d. Enhance function of technical services in overseas stronghold and increase business ratio of “total solution” to satisfy the quality of prompt service required by customers.
-
B. Long-term development
-
a. Enhance the Company’s R&D energy, cultivate developing potential of industries, build the R&D center of somatosensory technology, establish self-application capabilities of software and firmware development, and lock prospective advanced human-machine interaction technology for doing research and development.
-
b. Optimize the cost of optical bonding process and display technology such as surface treatment and free form laser cutting, strength the existing capacitive touch technique, develop water tolerance touch to utilize it in the outdoor access security system, the device in parking lot, the bathroom, kitchen and medical equipment.
-
c. Develop 3D gesture, intelligent algorithms and expand diversified technology of interactive human-machine interface display. Realize a smart home and take the preemptive opportunities of high gross profit market in the future.
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5.2 Market and sales overview
5.2.1 Market analysis
A. Sales region
End customers of the Company are mainly located in North America and Europe. Geographic areas of ordering clients and the percentages are: Asia 10.30%, Europe 56.38%, Americas 22.01%, other areas and domestic sales 11.31%.
B. Market share
Small and medium-sized liquid crystal displays, capacitive touch panels, and modules are main product of the Company and components for liquid crystal display product. According to Photonics Industry & Technology Development Association(PIDA) statistics, gross output value of Taiwan’s display industry for 2021 was US$38.4 billion. The operating revenue of the Company for that year was US$149 million, accounting for about 0.39% of Taiwan’s panel output value. Additionally, according to Sigmailtell statistics, gross output of the global display industry for 2021 was US$121.8 billion. The operating revenue of the Company was accounting for about 0.12% of the total global panel output value.
C. Future demand, supply, and growth potential of the market In a report issued by Nomura Securities noted that the global LCD market will be in a state of dynamic balance from 2021 to 2023. The effect of home economy under the Covid-19 epidemic have stimulated the shipments of laptops and tablets to increase by 23% and 13% in 2021, respectively. However, as the epidemic eases, it is estimated that the shipments of laptops will maintain a flat level in 2022 and decrease by 7% in 2023. Tablet shipments are estimated to drop by 7% and 2% within the two years, respectively. Fortunately, according to DIGITIMES research, telecom providers in mature markets such as the United States, Japan, and Western Europe are expected to resume large-scale deployment and commercial uses of 5G networks after the world gradually gets rid of the haze of the epidemic, and then start the wave of 5G replacement. It is estimated that the rebound of global smartphone shipments is expected to reach double digits, and such shipments will exceed 1.5 billion and 1.7 billion units in 2023 and 2025, respectively.
By ushering in new business models and vertical applications, the Internet of Things (IoT) is driving the industrial ecosystem transformation. Related applications of IoT are including industrial control, automotive, smart speaker, smart home appliances, and so on. The IoT technology started from improving user experiences to gradually developing new solutions such as thin and light designs, flexible displays, and transparent screens to redefine the humanmachine interface. The focus of the industry will also move from the previous scale competition to value competition. Because the mainstream size of tablets accelerates to large-scaled models, the demand for digital cameras continues to shrink, and smart phone panels continue to switch to AMOLED, enabling the automotive applications and IoT to become a main growth driver behind the global shipment of small and medium-sized TFT-LCDs beginning in 2022.
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In terms of medical device products, the medical-related market will maintain long-term and continuous growth as the global population grows, the aging population increases, the economy for developing countries strengthens, and the influence of infectious diseases magnifies under the globalization trend. The outbreak of the COVID-19 epidemic helps to drive the structural transformation of global medical device and relevant medical device demands. According to a report of IEK Consulting, the global medical device market will reach US$437.7 billion in 2021 and is expected to grow at a compound annual growth rate of 4.8% to US$491.4 billion in 2023. The Company has carefully cultivated the medical industry for many years, and is cautiously optimistic that the ratio of applications for medical products is expected to grow annually.
With the explosive growth of the electric vehicle industry and the rise of automotive intelligence and autonomous driving trends, the demand in automotive industry will continue to remain strong, and automotive panels have the potential to become the sixth largest application in the display market. In addition, the rise of Mini-LED and QD-OLED technologies, together with the evolution of Metaverse technology and the maturity of 5G networks, expects to drive the growth of display market eventually.
-
D. Competitive niche, advantages and disadvantages for future development, and corresponding policies
-
a. Competitive niche
-
Strong management team
- With over 25 years of experience in LCD related industries, the business team of the Company has seasoned technical and managerial personnel whom are highly sensitive to technology and market demands, and can therefore fully grasp LCD market trends. The Company not only values product research and development as well as quality improvement, but also innovates and expands into upstream and high added value products. Company employees have a strong sense of unity and stability. After the experience of recent financial turmoil, company policies have further foresight. The Company has successfully crossed into touch panel domain following existing pace of research and development, and become one of the leading manufacturers in the domestic LCD industry.
-
Completed production and distribution system with major international company creating stable supply source and product channel In aspect of quality, international quality certifications ISO 9001 and ISO 9002 have already been achieved in the early years. The Company is also the first manufacturer in the domestic LCD industry to achieve quality certification QS 9000 of the three major car manufacturers. In addition, upstream suppliers undergo strict selections to ensure the excellent quality of products.
-
In aspect of order delivery date, the Company has overcome LCD, LCM industry characteristics of numerous product range and specifications as well as short delivery date by relying flexible production process and good cooperating relations with critical material suppliers obtained over the years. Accurate delivery dates and stable quality from production lines has allowed the Company to obtain orders from major international companies and even become a long term cooperating strategic partner of these companies.
-
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Development towards vertical integration of applications, increase product added value, and enhance competitiveness The Company has always expanded market and clients via quality, technology, and service and has very competitive performance in “Interactive Display Solution”, which derives from the integration of display and touch panel functions. Whether it is the optical bonding production capability and yield rate, which the product itself is high demanding, or the technical support of client application software compatibility testing, the Company performs far beyond average industry standards.
-
Excellent quality and stable orders
- In addition to company managerial personnel, who are all from well-known international and domestic manufacturers with years of technology experience, use of technically advanced equipment and strict control of product flow to improve yield rate from the very beginning has allowed the quality of company products to remain stable and achieve certification from international companies for niche products such as the internet phone, mobile clinic, high end servers, industrial human-machine interface, and home automated security systems. Once certified, entry to their long-term supplier system is allowed and along with opportunities for stable orders. Hence, performance of the Company is supported by a long term and stable client basis.
-
b. Advantages for future development
-
Steady growth in demand for touch panel and modules
- Driven by the emerging application products such as 2-in-1 tablet, onvehicle and wearable devices, plus the increasing demands for automotive touch panels, it is estimated that the scale of touch panel market would keep stable growth. Moreover, applications of capacitive touch panels continue to increase, covering game machines, educational tablets, white goods, GPS, public information inquiry system (KIOSK), ATM, POS system, vending machines, and so on. Extensive use of capacitive touch panels shows that there is considerable growth potential in the panindustrial control market for the touch panel industry.
-
Rise of the Internet of Things(IoT) boosts development of smart wearable devices
With the rapid developments of the IoT and big data analysis technology, the demand for the smart wearable devices that are able to sense and collect data is getting obvious. Whether it is retail business, transportation and logistics, agricultural and stock farming, smart city developing, or medical service, they all need this data collecting and analysing process in order to make the best decision from the latest update. However, the smart wearable devices such as smart glasses, smart watch, and smart bracelet, are unable to go viral in the consumption market like smart phone did. Try to make its way into other niche markets is an important way out for the smart wearable devices in the future.
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With the improving internet medical technology, the wearable devices with sensors for collecting human body related information make personalized accurate treatment achievable. In the aspects of disease prevention and care management, it enables long distance and home care services to improve life quality for the patient and lower medical burden, therefore found the blue ocean for the wearable devices. Smart wearable devices work effectively in medical appliance, and make the associated technology such as sensor and AMOLED panel develop rapidly. Mainly aided by the development of AI and 5G innovative technologies, the IoT will be booming in the next ten years and becomes its “golden decade”. Statistics from the Institute of Industrial Technology International Strategy Development (ITRI) show that the global IoT output is estimated to stand at US$1.7 trillion in 2024, while the domestic IoT output value reached NT$1 trillion for the first time in 2018, and has the opportunity to exceed NT$2 trillion in 2023. Its goal is to represent 5% of the global IoT market share by 2024. Therefore, the IoT is considered the biggest business opportunity followed by the mobile device, and will drive the continuing growth of small and medium-sized display market as well as broaden future development.
-
Establishment and formation of upstream critical components and materials industry supply system
- The key upstream components include chemicals (photoresist, ITO targets, etc.), backlight sources (light-emitting diodes, cold cathode tubes, etc.), backlight modules (referring to integrated modules comprised of backlight source, prismatic lens, brightness enhancement film, diffusion film, light guide plate, etc.), photomask, ITO conductive substrate, plastic frame, prismatic lens, diffusion film, brightness enhancement film, light guide plate, driver IC, and so on. At present, Taiwanese manufacturers have gained a place in the industrial supply chain for some components such as backlight modules, color filters, prismatic lens, brightness enhancement films, diffusion films, polarizers, and driver ICs. However, TFT-LCD industry upstream materials such as glass substrates, ITO targets, and PVA polarizer films still rely mainly on Japanese manufacturer supply.
-
c. Disadvantages for future development and corresponding policies
-
Touch panel industry gradually enters the highly mature stage. Due to good prospects on applications, competitors continue expansion of new production lines and increasing the risk of imbalance between production and distribution
Diverse development of application product market stimulates continued growth in touch panel market demand. However, market competition has become increasingly fierce, especially over markets with lower technical threshold. Overall market price for products is pressured to go down.
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Corresponding policies:
Actively improve and change the production process and design to increase the value of product portfolio and satisfy the diverse needs of clients. Also, enhance flexibility and efficiency of product assembly to shorten production schedule and enhance product competiveness. In addition, import of automated production equipment and improvement of production process as well as implementation of lean management and production division to fully achieve the complementary effect of compared interests, lower production costs and enhance company competiveness.
- Supply of critical materials is periodic unbalance
The supply of upstream materials such as the control IC and ITO conductive glass cannot meet the growth of the LCD and CTP industries, leading to tight supply of upstream materials and affecting the production and delivery time.
Corresponding policies:
Maintain at least two or more main material suppliers and establish close partnerships within the critical upstream supply chain.
5.2.2 Main uses and production processes of main products
-
A. Main uses of products
-
(1) Industrial equipment application
-
(2) Smart home device application
-
(3) Automotive related application
-
(4) Medical equipment application
-
(5) Commercial equipment & OA application
-
B. Production processes
LCD, LCM, and T/P are the Company’s main products. The manufacturing processes are as follows:
a. LCD
- Front-end engineering
LCD Photo process → Insulator coating → PI coating → PI rubbing →
Seal printing → Spacer spread → Assembly → Hard press → Curing inspection
- Back-end engineering
LCD cutting → LC sealing → Function inspection → Polarizer attachment → Cosmetic inspection → Warehousing
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b. LCM
Assembly
SMT process → LCM assembly process → Final inspection → OQC → Packing SMT process → COB process → LCM assembly process → Final inspection → OQC → Packing
COG
SMT process → COG process → LCM assembly process → Final inspection → OQC → Packing
TAB
SMT process → TAB process → LCM assembly process → Final inspection → OQC → Packing
c. T/P
ITO Sputtering → Photo etching → OC coating → ITO Sputtering → Photo etching → Metal Sputtering → Metal etching → OC coating → ITO Sputtering → Sensor cutting → FPC bonding → C/L+Sensor lamination → Inspection → Warehousing
d. T/P+LCM
T/P+LCM lamination → Final inspection → OQC → Packing
5.2.3 Supply status of main materials
| Main Materials | Source of Supply |
|---|---|
| Backlight Module | Taiwan / China |
| Driver IC & Touch IC | Taiwan |
| ITO Glass | Taiwan |
| Liquid Crystal | Japan / China |
| Polarizer | Taiwan / China |
| Panel | Taiwan / China |
| Cover Lens | Taiwan / China |
| TFT Module | Taiwan / China |
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5.2.4 Major suppliers and customers
A. Major suppliers for the most recent 2 fiscal years
Unit: NT$ thousands
| Unit: NT$ thousands | Unit: NT$ thousands | Unit: NT$ thousands | Unit: NT$ thousands | |||||
|---|---|---|---|---|---|---|---|---|
| Year 2021 | Year 2020 | |||||||
| Item | Name | Amount | Percentage of annual net purchases(%) |
Relationship with the issuer |
Name |
Amount | Percentage of annual net purchases(%) |
Relationship with the issuer |
| 1 | AAA | 600,744 | 21.20 |
None |
AAA | 415,295 | 18.46 |
None |
| Others | 2,233,585 | 78.80 |
Others | 1,834,494 | 81.54 |
|||
| Net purchases |
2,834,329 | 100.00 |
Net purchases |
2,249,789 | 100.00 |
Purchased amount from supplier AAA increased due to total purchased amount increased in 2021 caused by the growth of sales.
B. Major customers for the most recent 2 fiscal years
Unit: NT$ thousands
| Unit: NT$ thousands | Unit: NT$ thousands | Unit: NT$ thousands | Unit: NT$ thousands | |||||
|---|---|---|---|---|---|---|---|---|
| Year 2021 | Year 2020 | |||||||
| Item | Name | Amount | Percentage of annual net sales(%) |
Relationship with the issuer |
Name | Amount | Percentage of annual net sales(%) |
Relationship with the issuer |
| 1 | BBB | 1,240,044 | 29.64 |
None |
BBB | 1,032,571 | 27.63 |
None |
| 2 | CCC | 509,045 | 12.17 |
None |
CCC | 360,162 | 9.64 |
None |
| 3 | DDD | 363,875 | 8.70 |
None |
DDD | 399,887 | 10.70 |
None |
| Others | 2,070,439 | 49.49 |
Others | 1,944,679 | 52.03 |
|||
| Net sales | 4,183,403 | 100.00 |
Net sales | 3,737,299 | 100.00 |
The sales to client BBB and CCC increased but DDD decreased due to the demand from end customers.
5.2.5 Production volume and value in the most recent 2 fiscal years
Unit: NT$ thousands / thousand pcs
| Year Majorproducts |
Year 2021 | Year 2021 | Year 2020 | Year 2020 | ||
|---|---|---|---|---|---|---|
| Production capacity |
Production volume |
Production value |
Production capacity |
Production volume |
Production value |
|
| LCM Module | 30,480 | 2,571 |
917,856 |
30,480 | 4,100 |
1,158,600 |
| T/P Sensor & Module | 7,524 | 6,383 |
3,252,950 |
7,524 | 5,378 |
2,633,776 |
| Total | (Note) | (Note) | 4,170,806 | (Note) | (Note) | 3,792,376 |
Note: Can not be added up due to different kinds of units.
5.2.6 Sales volume and value in the most recent 2 fiscal years
Unit: NT$ thousands / thousand pcs
| Unit: NT$ thousands / thousandpcs | Unit: NT$ thousands / thousandpcs | Unit: NT$ thousands / thousandpcs | Unit: NT$ thousands / thousandpcs | |||||
|---|---|---|---|---|---|---|---|---|
| Year Major Products |
Year 2021 |
Year 2020 | ||||||
| Local | Export | Local | Export | |||||
| Volume | Amount | Volume | Amount | Volume | Amount | Volume | Amount | |
| T/P & LCD Module | 202 | 401,782 |
4,590 |
3,660,110 |
178 |
249,250 | 4,306 |
3,413,628 |
| Others | — |
4,372 | — |
117,139 | — |
8,815 | — |
65,606 |
| Total | 202 | 406,154 |
4,590 |
3,777,249 |
178 |
258,065 | 4,306 |
3,479,234 |
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5.3 Employee statistics
| Dec. 31,2021 | Dec. 31,2020 | Mar. 31,2022 | ||
|---|---|---|---|---|
| Number of employees |
Management Employee | 75 | 73 | 78 |
| Indirect Employee | 287 | 293 | 293 | |
| R&D Employee | 130 | 128 | 129 | |
| Operator | 569 | 536 | 660 | |
| Total | 1,061 | 1,030 | 1,160 | |
| Average age | 43.22 | 42.86 | 42.53 | |
| Averageyears of service | 13.30 | 13.14 | 12.42 | |
| Education distribution percentage (%) |
Ph.D. | 0.10% | 0.10% | 0.09% |
| Master’s degree | 5.56% | 5.53% | 5.08% | |
| College | 34.40% | 34.66% | 32.76% | |
| Senior high school | 42.32% | 42.91% | 40.69% | |
| Below senior high school | 17.62% | 16.80% | 21.38% |
5.4 Disbursements for environmental protection:
The Company produces and sales liquid crystal display panels, capacitive touch panels, and its modules. The waste and other hazardous materials generated during the production process are handled in accordance with related air pollution prevention and environmental protection laws and regulations. There is no issue of industrial pollution. Furthermore, there is no loss (including no compensation paid and no violation of environmental protection laws or regulations found in environmental inspection) suffered by the Company in the most recent fiscal year and up to the annual report publication date due to environmental pollution incidents.
5.5 Labor relations
5.5.1 Employee benefit plans, continuing education, training, retirement systems, and the status of their implementation, and the status of labor-management agreements and measures for preserving employees’ rights and interests A. Employee benefits
| A. Employee benefits | ||
|---|---|---|
| Bonus / Subsidy | Insurance | Leave |
| Year-end bonus Employee bonus Employee stock options KPI performance bonus Subsidy for marriage / childbirth Subsidy for hospitalization / funeral Gift for holiday and birthday Scholarship for employee / offspring of employee Subsidy for cafeteria meals Company-paid regular physical examination Subsidy for leisure travel Subsidy for enjoying artistic and cultural activities Bonus of employee stock ownershiptrust |
Labor insurance National health insurance Appropriated labor pension Group insurance for employees and their dependents Endowment insurance Medical insurance Unemployment insurance Work injury insurance Maternity insurance Housing provident fund |
Paid annual leave Personal leave with pay Sick leave Menstrual leave Marriage leave Maternity leave Leave for prenatal visits Accompanying maternity leave Parental leave Bereavement leave |
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B. Education and training
-
a. Expenses for education and training of 2021 were NT$31 thousand. Education and training focused on course regarding financial accounting, environment / safety / health and specific equipment operation.
-
b. Human resources are the greatest asset in the sustainable company. The Company implements training for all employees and provides long term training of personnel to allow for continuous improvements and innovation. The main purpose of education and training is to enhance managerial ability and share professional skills. The most effective use of themed planning of education and training each year will cultivate employees more compatible with the corporate culture.
-
c. In addition to general professional training for new employees, managerial training for management of all levels, and professional training within departments, implementation of key courses planned in accordance with annual company strategies will enhance the abilities of employees and also achieve the annual goal.
C. Retirement system
-
a. The Company follow the government’s related regulations to monthly allocate retirement preparation funds based on 2% of the total salary to a saving account in the Bank of Taiwan as retirement payment for the employee’s seniority in old pension system of the Labor Standard Laws. For employee (including informal employee) with the Labor Pension Act in new pension system, 6% of the total salary will be allocated monthly to a personal account of retirement fund in the Bureau of Labor Insurance.
-
b. Labor pension supervisory committee has been established and government organizations notified in accordance with regulations. The committee is responsible for matters related to allocations of the employee retirement reserve funds.
-
c. The Company has adopted codes for employee retirement and full-time employees are all applicable from their date of employment. The conditions and procedures for employees applying for retirement are as follows:
-
An employee may apply for voluntary retirement under any of the following conditions:
-
‧An employee attains the age of 55 and has worked for 15 years. -
‧An employee has worked for more than 25 years. -
‧An employee attains the age of 60 and has worked for 10 years.
-
-
An employer shall not force a worker to retire unless any of the following situations has occurred:
-
‧An employee attains the age of 65. The Company may request the central competent authority to adjust the age prescribed if the specific job entails risk, requires substantial physical strength or otherwise of a special nature; provided, that the age shall not be reduced below 55. -
‧An employee who is unable to perform his/her duties due to disability.
-
-
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-
The criteria for payment of employee pensions:
-
‧According to old pension system of the Labor Standard Laws, two bases are given for each full year of service rendered. But for the rest of the years over 15 years, one base is given for each full year of service rendered. The total number of bases shall be no more than 45. The length of service is calculated as half year when it is less than six months and as one year when it is more than six months, however, an additional 20% on top of the amount calculated according to the preceding subparagraph shall be given to workers forced to retire due to disability incurred from the execution of their duties. -
‧According to new pension system of the Labor Pension Act, the Company allocates 6% of the monthly salary which according to Salary Grading Table as retirement benefit and this amount shall be deposited to the employee’s pension account. An employee shall contribute voluntarily no more than 6% of his/her monthly salary to above account as retirement pension.
-
-
The procedure of pension payment:
- The Company shall pay the pensions within 30 days from the day of retirement according to old pension system of the Labor Standard Laws. Employees claiming retirement benefits shall open a specific account with necessary documents at a financial institution for the deposit of retirement benefits.
-
d. Pension for overseas subsidiaries are of defined contribution plan and social security payments for pension and health care are made each month in accordance with local government regulations.
-
e. For the labors who are adapting to old pension system of the Labor Standard Laws, the Company has accumulated NT$127,903 thousand as retirement preparation funds by the end of 2021; while the Company totally allocates NT$25,688 thousand for the labors who are adapting to new pension system of the Labor Pension Act in 2021.
-
f. In 2021, two persons have retired and departed according to relevant retirement regulations.
-
g. Other important agreements: None.
5.5.2 List any losses suffered by the Company in the most recent 2 fiscal years and up to the annual report publication date due to labor disputes (including any violations of the Labor Standards Act found in labor inspection, specifying the disposition dates, disposition reference numbers, the articles of law violated, the substance of the legal violations, and the content of the dispositions), and disclosing an estimate of possible expenses that could be incurred currently and in the future and measures being or to be taken. If a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided:
-
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-
A. The Company pays close attention to the welfare of employees and emphasizes two-way communication between employers and employees to promote harmonious labor relations. There are no labor disputes during the most recent year or during the current fiscal year up to the date of printing of the annual report and no losses suffered from disputes. As the Company believes in mutual benefits for both parties, possibility of future labor disputes and losses are minute.
-
B. Estimated amount and corresponding measures for current and future possibilities: None.
5.5.3 Employee behavior or ethnic codes
The Company has adopted several codes and regulations regarding employee behavior and ethnics to allow employees to follow on for their ethnics, rights, obligations, and behaviors. The regulations are summarized as follows:
-
A. Codes of authorization: To improve work efficiency, strengthen level responsibility management, and effectively regulate the rights of all employees.
-
B. Job description of departments: Clear specification of the job description and organization function of each unit.
-
C. Rules of work: Reward or punishment based on employee behavior or action resulting in company gains or losses.
-
D. Regulations for new employee education and training: Arrangements for new employees will be made as soon as possible to eliminate the anxiety of an new environment and allow the new employees to become familiar with the work environment and colleagues as well as fulfill their productivity and lower departure rate of new employees.
-
E. Codes for attendance: Reference to follow for employee leave and absence.
-
F. Codes for assessment: To improve the assessment system and establish employee discipline. Annual assessment of employee performance will be used as basis for raise, promotion, bonuses, and the arrangement of education and training.
-
G. Sexual harassment prevention and measures: To prevent sexual harassment in the workplace and maintain gender equality as well as human dignity, the speech and behavior of employees are regulated.
-
H. Codes for intellectual property rights: To protect trade secrets, commercial interests and competitiveness of the Company as well as to prevent losses caused by leaks.
-
I. Codes for Ethical Management: To implement ethnical management policy and actively prevent misconduct, the code specifies and regulates employees when performing their duties.
-
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5.5.4 Protection measures for the work environment and personal safety of employees
-
A. Adopt codes for environmental safety management.
-
B. Establish managerial unit and personal for safety and hygiene:
-
a. Establish safety and hygiene managerial unit in accordance with the Occupational Safety and Health Act.
-
b. Equip operating site with emergency personnel and arrange refresher training in accordance with the Occupational Safety and Health Act.
-
c. Operators of organic solvents, specific chemicals, dangerous machinery and equipment, and high pressure gas equipment must be trained and has licensed certificate. Refresher training is to be arranged in accordance with the Occupational Safety and Health Act.
-
d. Hold monthly environment safety meetings and discuss issues related to environment safety.
-
e. Arrange fire and safely audit every month.
-
C. Fire prevention and facility safety
-
a. Monthly maintenance and inspection of lift by commissioned maintenance company, annual review by qualified inspection agency.
-
b. Fire equipment inspection by faculty division, annual review by qualified inspection agency.
-
c. High pressure gas equipment inspection by faculty division, annual review by qualified inspection agency.
-
D. Health and hygiene
-
a. Biannual operations environment check.
-
b. Annual physical examinations and particular physical checkups for employees.
-
c. Infirmary equipped with on-site nurses and occupational doctors to provide the appropriate medical assistance.
-
E. Achieved ISO45001: 2018 Certification for labor safety and health on February 23, 2021.
5.6 Cyber security management
5.6.1 Cyber security risk management framework
The “Cyber Security Committee” and “Cyber Security Implementation Team” were established in December of 2019 as an effort to maintain and strengthen the Company’s cyber security. Its cyber security policy is formulated by the “Cyber Security Implementation Team” and is approved by the “Cyber Security Committee”, and management review meetings are held regularly or the applicability of policies are re-evaluated when there are major changes in the organization (such as organizational adjustments, major business changes, etc.) Appropriate revisions of the cyber security policy will be made in accordance with latest assessment results, relevant laws, technologies, and business developments so as to be in compliance with actual needs. Meanwhile, the “Cyber Security Committee” makes regular reports of the cyber security risk management to the Board of Directors each year, thus strengthening supervision and management of directors to operations of the Company.
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5.6.2 Cyber security policies
-
A. The Company shall implement the compliance of relevant laws and regulations, including intellectual property protection law, personal data protection law, and agreements and contracts signed with external units.
-
B. Both the Management Information System and Administration Department are responsible for promoting the planning, implementation, communication and coordination of relevant management systems, and actively handling education, training and publicity on cyber security and personal data protection to ensure that personnel are familiar with the security responsibilities of business execution.
-
C. The information assets held by employees for the execution of the Company’s business are based on the principle of public ownership, and are classified, graded, and risk assessed according to their needs to achieve effective controls. Information operations are planned according to the actual needs of business execution for continuous management of operations so as to ensure the availability of information operations.
-
D. The physical office environment and important information equipment rooms are subject to access control to maintain the safety of the environment.
-
E. To prevent computer viruses and malware affecting operations, except for legally authorized systems and application software, the use of other unauthorized software is prohibited.
-
F. To ensure the effectiveness of the management system, those who violate the relevant procedures and norms of the management system shall be reviewed and punished in accordance with relevant regulations.
5.6.3 Concrete management programs
The Company considers that cyber security insurance is still an emerging type of insurance, involving cyber security level testing agencies, claims identification agencies, and non-claim conditions and other related supporting facilities. Therefore, after the evaluation by the Cyber Security Committee, the purchase of cyber security insurance is temporarily not recommended. At present, the main measures for cyber security risk management are able to effectively protect cyber security. The latest report was submitted to the Board of Directors on November 4, 2021. Details are disclosed in “Cyber Information Security Management” on the Company’s website.
5.6.4 Investments in resources for cyber security management
-
A. The Management Information System Department set up a total of 3 people responsible for the management of cyber security.
-
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B. Assisted by professional information security vendors to provide firewall connection rules backup and management consulting, anti-virus and backup system authorization and management consulting, and advanced integrated endpoint protection services, etc. The monthly expenditure is NT$48 thousand, and the amount totals NT$582 thousand each year.
-
C. Relevant “information security education and training” is implemented to all employees for two hours each year, totaling 929 people and 1,858 training hours. The completion rate was 100% in 2021.
-
5.6.5 List any losses suffered by the company in the most recent fiscal year and up to the annual report publication date due to significant cyber security incidents, the possible impacts therefrom, and measures being or to be taken. If a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided: None.
5.7 Important contracts
| Nature of contract | Parties | Beginning and end dates of contract |
Major content | Restrictive clauses |
|---|---|---|---|---|
| Syndicated loan | 7 banks, including E.SUN Bank |
May 15, 2020 ~ May 14, 2025 |
Syndicated loan totaling NT$800 million |
Maintenance of specific financial ratio |
| Liability insurance for directors |
Fubon Insurance |
January 18, 2022 ~ January18,2023 |
Liability insurance for directors |
None |
| Liability insurance of technology |
Hotai Insurance |
November 1, 2021~ November 1,2022 |
Errors & omissions insurance |
None |
| Commercial general liabilityinsurance |
Hotai Insurance |
November 1, 2021~ November 1,2022 |
Product liability insurance |
None |
| Transportation cargo insurance |
Hotai Insurance |
November 1, 2021~ November 1, 2022 |
Transportation insurance |
None |
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VI. Financial Information
6.1 Five-year financial summary
6.1.1 Consolidated condensed balance sheet
Unit: NT$ thousands
| Unit: NT$ thousands | Unit: NT$ thousands | Unit: NT$ thousands | Unit: NT$ thousands | Unit: NT$ thousands | |||
|---|---|---|---|---|---|---|---|
| Year Item |
Financial information for most recent 5 fiscalyears |
||||||
| 2021 | 2020 | 2019 | 2018 | 2017 | |||
| Current assets | 2,979,118 | 3,010,069 | 2,950,694 | 2,744,601 | 2,906,821 | ||
| Property, plant and equipment |
332,762 | 331,314 | 365,955 | 455,838 | 391,411 | ||
| Intangible assets | 3,685 | 4,111 | 3,777 | 2,471 | 3,540 | ||
| Other assets | 273,878 | 263,695 | 316,440 | 191,158 | 233,351 | ||
| Total assets | 3,589,443 | 3,609,189 | 3,636,866 | 3,394,068 | 3,535,123 | ||
| Current liabilities |
Before distribution |
947,700 | 1,478,103 | 1,528,241 | 1,096,599 | 1,136,283 | |
| After distribution | 1,136,589 | 1,666,992 | 1,717,130 | 1,175,303 | 1,204,632 | ||
| Non-current liabilities | 569,360 | 150,521 | 156,644 | 488,310 | 481,278 | ||
| Total liabilities |
Before distribution |
1,517,060 | 1,628,624 | 1,684,885 | 1,584,909 | 1,617,561 | |
| After distribution | 1,705,949 | 1,817,513 | 1,873,774 | 1,663,613 | 1,685,910 | ||
| Equity attributable to shareholders of theparent |
2,027,331 | 1,939,757 | 1,892,106 | 1,742,230 | 1,835,532 | ||
| Capital stock | 1,624,076 | 1,624,076 | 1,624,076 | 1,744,076 | 1,834,076 | ||
| Capital surplus | 25,980 | 15,423 | 4,397 | 28,226 | 23,873 | ||
| Retained earnings |
Before distribution |
654,787 | 591,094 | 539,266 | 355,707 | 325,664 | |
| After distribution |
465,898 | 402,205 | 350,377 | 277,003 | 257,315 | ||
| Other equityinterest | (104,491) | (117,815) | (102,612) | (112,570) | (74,872) | ||
| Treasurystock | (173,021) | (173,021) | (173,021) | (273,209) | (273,209) | ||
| Non-controllinginterest | 45,052 | 40,808 | 59,875 | 66,929 | 82,030 | ||
| Total equity | Before distribution |
2,072,383 | 1,980,565 | 1,951,981 | 1,809,159 | 1,917,562 | |
| After distribution |
1,883,494 | 1,791,676 | 1,763,092 | 1,730,455 | 1,849,213 |
Note 1: Until the date of annual report issuance, the financial data of the latest period audited or reviewed by the CPA are fully disclosed.
Note 2: The “after distribution” figures above were based on the amount resolved by the board of directors or resolved in the next year’s shareholders’ meeting.
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6.1.2 Consolidated condensed statement of comprehensive income
Unit: NT$ thousands
| Unit: NT$ thousands | Unit: NT$ thousands | Unit: NT$ thousands | Unit: NT$ thousands | Unit: NT$ thousands | |
|---|---|---|---|---|---|
| Year Item |
Financial information for most recent 5 fiscalyears | ||||
| 2021 | 2020 | 2019 | 2018 | 2017 | |
| Operatingrevenue | 4,183,403 | 3,737,299 | 4,107,559 | 2,818,735 | 3,005,136 |
| Grossprofit | 713,185 | 785,867 | 801,020 | 479,351 | 510,662 |
| Income from operations | 266,855 | 333,952 | 314,590 | 60,968 | 104,516 |
| Non-operating income and expenses |
1,069 | (59,843) | (10,690) | 65,661 | (37,308) |
| Income before tax | 267,924 | 274,109 | 303,900 | 126,629 | 67,208 |
| Net income | 236,535 | 232,996 | 257,047 | 112,163 | 55,571 |
| Other comprehensive income (loss) (after tax) |
33,615 | (26,549) | 10,820 | (29,069) | 16,137 |
| Total comprehensive income |
270,150 | 206,447 | 267,867 | 83,094 | 71,708 |
| Net income attributable to shareholders of the parent |
237,280 |
233,466 | 257,325 | 111,926 | 54,314 |
| Net income (loss) attributable to non- controllinginterest |
(745) | (470) | (278) | 237 | 1,257 |
| Comprehensive income attributable to Shareholders of the parent |
265,906 | 225,514 | 274,921 | 82,274 | 70,045 |
| Comprehensive income (loss) attributable to non- controllinginterest |
4,244 |
(19,067) | (7,054) | 820 | 1,663 |
| Earningsper share(NT$) | 1.60 | 1.57 | 1.73 | 0.71 | 0.33 |
Note 1: Until the date of annual report issuance, the financial data of the latest period audited or reviewed by the CPA are fully disclosed.
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6.1.3 Parent-company-only condensed balance sheet
Unit: NT$ thousands
| Unit: NT$ thousands | Unit: NT$ thousands | Unit: NT$ thousands | Unit: NT$ thousands | Unit: NT$ thousands | ||
|---|---|---|---|---|---|---|
| Year Item |
Financial information for most recent 5 fiscalyears | |||||
| 2021 | 2020 | 2019 | 2018 | 2017 | ||
| Current assets | 2,791,982 | 2,891,257 | 2,852,695 | 2,651,613 | 2,762,047 | |
| Property, plant and equipment |
266,891 | 278,747 | 309,051 | 340,513 | 324,512 | |
| Intangible assets | 3,666 | 4,091 | 3,760 | 2,448 | 3,425 | |
| Other | assets | 392,155 | 403,771 | 423,352 | 352,910 | 375,943 |
| Total | assets | 3,454,694 | 3,577,866 | 3,588,858 | 3,347,484 | 3,465,927 |
| Current liabilities |
Before distribution |
868,603 | 1,489,274 | 1,543,804 | 1,117,174 | 1,149,117 |
| After distribution |
1,057,492 | 1,678,163 | 1,732,693 | 1,195,878 | 1,217,466 | |
| Non-current liabilities | 558,760 | 148,835 | 152,948 | 488,080 | 481,278 | |
| Total liabilities |
Before distribution |
1,427,363 | 1,638,109 | 1,696,752 | 1,605,254 | 1,630,395 |
| After distribution |
1,616,252 | 1,826,998 | 1,885,641 | 1,683,958 | 1,698,744 | |
| Capital stock | 1,624,076 | 1,624,076 | 1,624,076 | 1,744,076 | 1,834,076 | |
| Capital surplus | 25,980 | 15,423 | 4,397 | 28,226 | 23,873 | |
| Retained earnings |
Before distribution |
654,787 | 591,094 | 539,266 | 355,707 | 325,664 |
| After distribution |
465,898 | 402,205 | 350,377 | 277,003 | 257,315 | |
| Other equityinterest | (104,491) | (117,815) | (102,612) | (112,570) | (74,872) | |
| Treasurystock | (173,021) | (173,021) | (173,021) | (273,209) | (273,209) | |
| Total equity | Before distribution |
2,027,331 | 1,939,757 | 1,892,106 | 1,742,230 | 1,835,532 |
| After distribution |
1,838,442 | 1,750,868 | 1,703,217 | 1,663,526 | 1,767,183 |
Note 1: Until the date of annual report issuance, the financial data of the latest period audited or reviewed by the CPA are fully disclosed. Note 2: The “after distribution” figures above were based on the amount resolved by the board of directors or resolved in the next year’s shareholders’ meeting.
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6.1.4 Parent-company-only condensed statement of comprehensive income
Unit: NT$ thousands
| Unit: NT$ thousands | Unit: NT$ thousands | Unit: NT$ thousands | Unit: NT$ thousands | Unit: NT$ thousands | |
|---|---|---|---|---|---|
| Year Item |
Financial information for most recent 5 fiscalyears | ||||
| 2021 | 2020 | 2019 | 2018 | 2017 | |
| Operatingrevenue | 4,085,202 | 3,642,433 | 3,991,472 | 2,708,895 | 2,934,938 |
| Grossprofit | 619,107 | 681,192 | 674,877 | 364,548 | 399,068 |
| Income from operations | 264,308 | 323,241 | 298,793 | 50,932 | 102,666 |
| Non-operating income and expenses |
2,227 | (53,072) | 2,259 | 72,426 | (38,700) |
| Income before tax | 266,535 | 270,169 | 301,052 | 123,358 | 63,966 |
| Net income | 237,280 | 233,466 | 257,325 | 111,926 | 54,314 |
| Other comprehensive income (loss) (after tax) |
28,626 | (7,952) | 17,596 | (29,652) | 15,731 |
| Total comprehensive income | 265,906 | 225,514 | 274,921 | 82,274 | 70,045 |
| Earningsper share(NT$) | 1.60 | 1.57 | 1.73 | 0.71 | 0.33 |
Note: Until the date of annual report issuance, the financial data of the latest period audited or reviewed by the CPA are fully disclosed.
6.1.5 Auditors’ opinions for most recent 5 fiscal years
| Year | AccountingFirm | CPA | Audit Opinion |
|---|---|---|---|
| 2017 | KPMG | Po Jen, Yang/ Kuo Tsung, Chen | Unqualified |
| 2018 | KPMG | Po Jen, Yang / Kuo Tsung, Chen | Unmodified opinion plus an emphasis of matterparagraph |
| 2019 | KPMG | Po Jen, Yang/ Yen Ta, Su | Unqualified |
| 2020 | KPMG | Po Jen, Yang/ Yen Ta, Su | Unqualified |
| 2021 | KPMG | Po Jen, Yang / Yen Ta, Su | Unqualified |
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6.2 Five-year financial analysis
6.2.1 Consolidated financial analysis
| Item | Year | Financial information for most recent 5 fiscalyears | Financial information for most recent 5 fiscalyears | Financial information for most recent 5 fiscalyears | Financial information for most recent 5 fiscalyears | Financial information for most recent 5 fiscalyears |
|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | 2018 | 2017 | ||
| Financial structure (%) |
Debt to assets ratio | 42.26 | 45.12 | 46.32 | 46.70 | 45.76 |
| Ratio of long-term capital to property, plant and equipment |
793.88 | 643.22 | 576.19 | 504.01 | 612.87 | |
| Solvency (%) | Current ratio | 314.35 | 203.64 | 193.07 | 250.28 | 255.82 |
| Quick ratio | 197.62 | 139.26 | 136.81 | 168.37 | 183.01 | |
| Times interest earned | 3019.51 | 2512.29 | 2231.88 | 1132.36 | 719.14 | |
| Operating performance |
Accounts receivable turnover(times) | 6.19 | 6.49 | 7.85 | 5.62 | 6.58 |
| Average collection days | 58.96 | 56.24 | 46.49 | 64.94 | 55.47 | |
| Inventoryturnover(times) | 3.44 | 3.31 | 3.74 | 2.65 | 2.93 | |
| Accountspayable turnover(times) | 7.22 | 7.08 | 7.41 | 5.81 | 7.21 | |
| Average days in sales | 106.10 | 110.27 | 97.59 | 137.73 | 124.57 | |
| Property, plant and equipment turnover(times) | 12.59 | 10.71 | 9.99 | 6.65 | 7.07 | |
| Total assets turnover(times) | 1.16 | 1.03 | 1.16 | 0.81 | 0.86 | |
| Profitability | Return on total assets(%) | 6.77 | 6.68 | 7.63 | 3.52 | 1.85 |
| Return on equity (%) | 11.67 | 11.84 | 13.66 | 6.02 | 2.81 | |
| Ratio of income before tax topaid-in capital(%) | 16.49 | 16.87 | 18.71 | 7.26 | 3.66 | |
| Netprofit margin(%) | 5.65 | 6.23 | 6.25 | 3.98 | 1.85 | |
| Earningsper share(NT$) | 1.60 | 1.57 | 1.73 | 0.71 | 0.33 | |
| Cash flow | Cash flow ratio(%) | 15.82 | 11.08 | 25.91 | 26.44 | (8.64) |
| Cash flow adequacyratio(%) | 75.58 | 133.30 | 215.11 | 251.01 | 321.24 | |
| Cash reinvestment ratio(%) | (Note 2) | (Note 2) | 6.16 | 4.06 | (Note 2) | |
| Leverage | Operatingleverage | 1.24 | 1.23 | 1.27 | 2.11 | 1.83 |
| Financial leverage | 1.04 | 1.04 | 1.05 | 1.25 | 1.12 | |
| Analysis of financial ratio differences for the last two years: (Not required if the difference does not exceed 20%) 1. Ratio of long-term capital to property, plant and equipment was higher due to using syndicated loans to repay short-term borrowings, non-current liabilities inceased by 278.26% to NT$418,839 than 2020. 2. Current ratio, quick ration and cash flow ratio were higher due to the aforementioned reason, current liabilities deceased by 35.88% to NT$530,403 than 2020. 3. Times interest earned was higher due to a decrease in long-term and short-term borrowings amounted to NT$301,651, interest expenses decreased by 19.24% to NT$2,186 than 2020. 4. Cash flow adequacy ratio was lower due to the continuing growth of the Company’s operation, the 5-year sum of capital expenditures, increases in inventoryand cash dividends increased by42.78% to NT$370,001 than 2020. |
Note 1: Until the date of annual report issuance, the financial data of the latest period audited or reviewed by the CPA are fully disclosed.
Note 2: It is not applicable because net cash flows from operating activities minus cash dividends is negative.
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6.2.2 Parent-company-only financial analysis
| Item | Year | Financial information for most recent 5 fiscalyears | Financial information for most recent 5 fiscalyears | Financial information for most recent 5 fiscalyears | Financial information for most recent 5 fiscalyears | Financial information for most recent 5 fiscalyears |
|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | 2018 | 2017 | ||
| Financial structure (%) |
Debt to assets ratio | 41.31 | 45.78 | 47.27 | 47.95 | 46.85 |
| Ratio of long-term capital to property, plant and equipment |
968.96 | 749.27 | 661.72 | 654.99 | 713.94 | |
| Solvency (%) | Current ratio | 321.43 | 194.13 | 184.78 | 237.35 | 241.89 |
| Quick ratio | 207.24 | 135.87 | 135.50 | 168.78 | 183.68 | |
| Times interest earned | 3438.36 | 2589.34 | 2374.66 | 1106.26 | 690.20 | |
| Operating performance |
Accounts receivable turnover(times) | 5.54 | 5.62 | 6.68 | 4.61 | 5.30 |
| Average collection days | 65.88 | 64.94 | 54.64 | 79.35 | 68.87 | |
| Inventoryturnover(times) | 3.75 | 3.68 | 4.27 | 3.10 | 3.50 | |
| Accountspayable turnover(times) | 8.04 | 7.97 | 8.41 | 6.79 | 8.71 | |
| Average days in sales | 97.33 | 99.18 | 85.48 | 116.99 | 104.29 | |
| Property, plant and equipment turnover(times) | 14.97 | 12.39 | 12.28 | 8.15 | 8.30 | |
| Total assets turnover(times) | 1.16 | 1.01 | 1.15 | 0.80 | 0.86 | |
| Profitability | Return on total assets(%) | 6.92 | 6.75 | 7.72 | 3.57 | 1.85 |
| Return on equity (%) | 11.96 | 12.18 | 14.16 | 6.26 | 2.86 | |
| Ratio of income before tax topaid-in capital(%) | 16.41 | 16.63 | 18.53 | 7.07 | 3.49 | |
| Netprofit margin(%) | 5.80 | 6.40 | 6.44 | 4.13 | 1.85 | |
| Earningsper share(NT$) | 1.60 | 1.57 | 1.73 | 0.71 | 0.33 | |
| Cash flow | Cash flow ratio(%) | 10.65 | 8.88 | 22.43 | 23.61 | (5.49) |
| Cash flow adequacyratio(%) | 68.10 | 129.18 | 226.85 | 281.72 | 317.74 | |
| Cash reinvestment ratio(%) | (Note 2) | (Note 2) | 5.67 | 3.79 | (Note 2) | |
| Leverage | Operatingleverage | 1.18 | 1.19 | 1.23 | 2.24 | 1.72 |
| Financial leverage | 1.03 | 1.03 | 1.05 | 1.32 | 1.12 | |
| Analysis of financial ratio differences for the last two years: (Not required if the difference does not exceed 20%) 1. Ratio of long-term capital to property, plant and equipment was higher due to using syndicated loans to repay short-term borrowings, non-current liabilities inceased by 275.42% to NT$409,925 than 2020. 2. Current ratio, quick ration and cash flow ratio were higher due to the aforementioned reason, current liabilities deceased by 41.68% to NT$620,671 than 2020. 3. Times interest earned was higher due to a decrease in long-term and short-term borrowings amounted to NT$301,651, interest expenses decreased by 26.44% to NT$2,869 than 2020. 4. Property, plant and equipment turnover was higher due to the optimized product portfolio, operating revenue increased by 12.16% to NT$442,769 than 2020. 5. Cash flow adequacy ratio was lower due to the continuing growth of the Company’s operation, the 5-year sum of capital expenditures, increases in inventoryand cash dividends increased by37.29% to NT$308,035 than 2020. |
Note 1: Until the date of annual report issuance, the financial data of the latest period audited or reviewed by the CPA are fully disclosed. Note 2: It is not applicable because net cash flows from operating activities minus cash dividends is negative.
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6.3 Audit committee’s review report for the most recent year
Emerging Display Technologies Corp. Audit Committee’s Review Report
The Board of Directors report the business report, consolidated financial statements, parent-company-only financial statements and profit allocation proposal of 2021. Of the said documents, the financial statements have been duly audited by Certified Public Accountants Po Jen, Yang and Yen Ta, Su of KPMG Taiwan.
The above business report, consolidated financial statements, parent-company-only financial statements and profit allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of the Company. According to relevant requirements of the Securities and Exchange Act and the Company Law, we hereby submit this report.
Emerging Display Technologies Corp.
==> picture [36 x 37] intentionally omitted <==
Chairman of the Audit Committee: Huang, Hui-Ling
March 10, 2022
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6.4 Consolidated financial statements for the years ended December 31, 2021 and 2020, and independent auditors’ report
Representation Letter
The entities that are required to be included in the combined financial statements of Emerging Display Technologies Corp.as of and for the year ended December 31, 2021, under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard 10, “Consolidated Financial Statements.”
In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Emerging Display Technologies Corp. and Subsidiaries do not prepare a separate set of combined financial statements.
Very truly yours,
Emerging Display Technologies Corp.
By Ray Tseng Chairman March 10, 2022
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Independent Auditors’ Report
To the Board of Directors of Emerging Display Technologies Corp.:
Opinion
We have audited the accompanying consolidated financial statements of Emerging Display Technologies Corp. and subsidiaries (the Group), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, the consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2021 and 2020, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the Group’s consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2021 and 2020, and its consolidated 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 the International Financial Reporting Standards(IFRS), International Accounting Standards(IAS), IFRIC Interpretations(IFRIC), and SIC Interpretations(SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters we judged shall be presented in the consolidated financial report as follows:
1. Valuation of accounts receivable
Please refer to Note 4(g) for accounting policy of accounts receivable valuation and Note 5(a) for accounting assumption and estimation uncertainty of impairment of accounts receivable. Information regarding accounts receivable is shown in Note 6 (d) of the consolidated financial statements.
Description of key audit matters:
The Group’s customers are the manufacturers of industrial equipment, smart home devices, handheld devices, and information appliance products. The customers’ delayed payments were due to the need to clarify the responsibility of problematic products resulted from failure of process or usage of end products, and global economic turmoil. Because of the inherent credit risk of receivables, the financial statements users value the collection results. Since the accounts receivable is significant to the financial statements, they are one of the key areas our audit focused on.
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How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures included understanding the process of account checking and collection with customers; analyzing the receivable aging report; reviewing the historical receipt and bad debt records; and understanding the forward-looking industrial economic status and concentration of credit risk of the customers. In addition, we also evaluated the appropriateness of related disclosures in the consolidated financial statements.
2. Valuation of obsolete inventory
Please refer to Note 4(g) for accounting policy of obsolete inventory and Note 5(b) for accounting assumption and estimation uncertainty of obsolete inventory valuation. Information regarding obsolete inventory valuation is shown in Note 6(f) of the consolidated financial statements.
Description of key audit matters:
Obsolete inventory is carried at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. The Group is engaged in the manufacture and sale of liquid crystal displays and capacity touch panels. It focuses on the small and medium sized niche markets of non-consumable area. The products are used in industrial equipment, smart home devices, handheld devices, and information appliance products. The development strategy of the Group is diversifying and customizing its products which may result in having an impact on its obsolete inventory cost. As a consequence, there is a risk that the net realizable value of obsolete inventory may turn out to be lower than its carrying value. Therefore, the valuation of obsolete inventory is one of the key areas our audit focused on.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures included selecting samples to test the accuracy of inventory aging report; analyzing the changes of inventory aging, and examining the provision of inventory by reviewing the historical accuracy on provision. We assessed the changes of obsolescence inventory in the subsequent events and the basis of net realizable value to evaluate the accuracy of the Group’s provisions. In addition, we also assessed the appropriateness of the provisions and disclosures made by the management.
Other Matters
We have also audited the parent company only financial statements of Emerging Display Technologies Corp. as of and for the year ended December 31, 2021 and 2020, on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting. Unless the management either intends to liquidate the Group or to cease its operations, there is no realistic alternative but to do so.
Those charged with governance including supervisors are responsible for overseeing the Group’s financial reporting process.
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Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatements, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements. Or, if such disclosures are inadequate, we have to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on this consolidated financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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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 consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Po Jen, Yang and Yen Ta, Su.
KPMG
Taipei, Taiwan (Republic of China) March 10, 2022
Notes to Readers
The accompanying consolidated financial statements are intended only to present the statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ review report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ review report and consolidated financial statements, the Chinese version shall prevail.
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(English Translation of Financial Statements and Report Originally Issued in Chinese) EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES
Consolidated Balance Sheets December 31, 2021 and 2020 (Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets: 1100 Cash and cash equivalents ((Note 6(a)) 1110 Financial assets at fair value through profit or loss, current ((Note 6(b)) 1120 Financial assets at fair value through other comprehensive income, current (Note 6(c)) 1170 Accounts receivable, net (Note 6(d) and 6 (v)) 1200 Other receivables (Note 6(e)) 1220 Income tax assets 130X Inventories (Note 6(f)) 1470 Other current assets (Note 6(g) and 8) Total current assets Non-current assets: 1517 Financial assets at fair value through other comprehensive income, non-current (Note 6(c)) 1600 Property, plant and equipment (Notes 6(i) ,8 and 9) 1755 Right-of-use assets (Notes 6(j) 1760 Investment property (Notes 6(k) 1780 Intangible assets (Note 6(l)) 1840 Deferred income tax assets (Note 6(s)) 1980 Other non-current financial assets (Notes 6(g) and 8) Total non-current assets TOTAL |
**December 31, ** | 2021 | December 31, 2020 Amount %1,242,331 34 58,817 2 159,760 5 589,550 16 6,090 - 18 - 870,501 24 83,002 2 3,010,069 83 98,691 3 331,314 9 67,228 2 55,158 2 4,111 - 31,928 1 10,690 - 599,120 17 3,609,189 100 Liabilities and Equity Current liabilities: 2100 Short-term loans (Notes 6(m)) 2120 Financial liabilities at fair value through profit or loss, current (Notes 6(b)) 2150 Notes payable 2170 Accounts payable 2200 Other payables (Notes 6(n)) 2230 Income tax liabilities 2280 Lease liabilities, current (Notes 6(p)) 2300 Other current liabilities (Notes 6(v)) Total current liabilities Non-current liabilities: 2540 Long-term loans (Notes 6(o) and 8) 2570 Deferred income tax liabilities (Note 6(s)) 2580 Lease liabilities, non-current (Notes 6(p)) 2640 Net defined benefit liabilities, non-current (Note 6(r)) 2645 Guarantee deposits received 2670 Other non-current liabilities Total non-current liabilities Total liabilities Equity attributable to shareholders of the parent(Note 6 (t) and 11: 3100 Capital stock 3200 Capital surplus 3300 Retained earnings 3400 Other equity interest 3500 Treasury stock Total equity attributable to shareholders of the parent 36XX Non-controlling interests (Note 6(h)) Total equity TOTAL |
**December 31, ** | 2021% |
**December 31, ** | 2020% |
|---|---|---|---|---|---|---|---|
| Amount $ 816,356 42 302,101 749,530 2,823 104 1,056,165 51,997 |
% |
Amount | Amount 700,000 195 1,234 400,068 274,518 51,559 7,325 43,204 |
||||
23 - 8 21 - - 29 2 |
$ - - 86 559,800 290,708 29,744 11,644 55,718 |
- - - 16 8 1 - 2 |
19 - - 11 8 2 - 1 |
||||
947,700 |
27 | 1,478,103 |
41 | ||||
2,979,118 |
83 |
3,010,069 |
398,349 240 68,730 100,977 544 520 |
11 - 2 3 - - |
- 354 61,833 87,048 558 728 |
- - 2 2 - - |
|
113,460 332,762 77,475 52,967 3,685 21,737 8,239 |
3 9 2 2 - 1 - |
98,691 331,314 67,228 55,158 4,111 31,928 10,690 |
|||||
| 569,360 | 16 | 150,521 | 4 | ||||
1,517,060 |
43 | 1,628,624 |
45 | ||||
1,624,076 25,980 654,787 (104,491) (173,021) |
45 1 18 (3) (5) |
1,624,076 15,423 591,094 (117,815) (173,021) |
45 - 17 (3) (5) |
||||
610,325 $ 3,589,443 |
17 100 |
599,120 3,609,189 |
|||||
2,027,331 45,052 |
56 1 |
1,939,757 40,808 |
54 1 |
||||
2,072,383 |
57 | 1,980,565 |
55 | ||||
$ 3,589,443 |
100 | 3,609,189 |
100 |
See accompanying notes to consolidated financial statements.
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(English Translation of Financial Statements and Report Originally Issued in Chinese) EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income For the years ended December 31, 2021 and 2020 (Expressed in Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 4000 Operating revenue (Note 6(v)) 5000 Operating cost (Note 6(f, l, r & w) and 12) Gross profit Operating expenses (Note 6(l, r & w) 7 and 12): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Expected credit impairment loss(gain) (Note 6(d)) Total operating expenses 6500 Net other income (expenses) (Note 6(q, x)) Operating profit Non-operating income and expenses (Note 6(c, p & x)): 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance cost Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense (Note 6(s)) Profit 8300 Other comprehensive income: 8310 Items that will not be reclassified subsequently to profit or loss: 8311 Remeasurement of defined benefit obligation 8316 Unrealized losses on investments in equity instruments at fair value through other comprehensive income (Note 6(t)) 8349 Less: Income tax related to items that will not be reclassified subsequently (Note 6(s)) 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translation (Note 6(t)) 8399 Less: Income tax related to items that will be reclassified subsequently (Note 6(s)) 8300 Other comprehensive income, net 8500 Comprehensive income Profit (loss) attributable to 8610 Shareholders of the parent 8620 Non-controlling interests Net profit (loss) Comprehensive income attributable to 8710 Shareholders of the parent 8720 Non-controlling interests Total comprehensive income Earnings per share (Note 6(u)) (expressed in New Taiwan Dollars) 9750 Basic earnings per share 9850 Diluted earnings per share |
2021 | 2020 | ||
|---|---|---|---|---|
| Amount | % |
Amount | % |
|
| $ 4,183,403 3,470,218 |
100 83 |
3,737,299 2,951,432 |
100 79 |
|
713,185 |
17 | 785,867 |
21 |
|
204,557 128,504 116,966 164 |
5 3 3 - |
200,931 133,865 115,565 5,618 |
5 4 3 - |
|
| 450,191 | 11 | 455,979 |
12 |
|
3,861 |
- | 4,064 |
- |
|
266,855 |
6 | 333,952 |
9 |
|
1,244 28,239 (19,237) (9,177) |
- 1 - - |
9,699 15,496 (73,675) (11,363) |
- - (2) - |
|
1,069 |
1 | (59,843) |
(2) |
|
267,924 31,389 |
7 1 |
274,109 41,113 |
7 1 |
|
236,535 |
6 | 232,996 |
6 |
|
(18,937) 64,472 (66) |
(1) 1 - |
(1,286) (20,822) 298 |
- (1) - |
|
45,601 |
- | (22,406) | (1) |
|
(11,986) - |
- - |
(4,143) - |
- - |
|
| (11,986) | - | (4,143) | - |
|
33,615 |
- | (26,549) |
(1) |
|
270,150 |
6 | 206,447 |
5 |
|
237,280 (745) |
6 - |
233,466 (470) |
6 - |
|
236,535 |
6 | 232,996 |
6 |
|
265,906 4,244 |
6 - |
225,514 (19,067) |
6 (1) |
|
$ 270,150 |
6 | 206,447 |
5 |
|
$ |
1.60 | 1.57 |
||
$ |
1.59 | 1.56 |
See accompanying notes to consolidated financial statements.
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(English Translation of Financial Statements and Report Originally Issued in Chinese)
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity For the years ended December 31, 2021 and 2020 (Expressed in Thousands of New Taiwan Dollars)
| Balance on January 1, 2020 Profit Other comprehensive income Total comprehensive income Appropriation and distribution of retained earnings: Legal reserve Cash dividends of common stock Reversal of special reserve Exercise of disgorgement Cash dividends to subsidiaries Disposal of investments in equity instruments designated at fair value through other comprehensive income Balance on December 31, 2020 Profit Other comprehensive income Total comprehensive income Appropriation and distribution of retained earnings: Legal reserve Cash dividends of common stock Special reserve Cash dividends to subsidiaries Disposal of investments in equity instruments designated at fair value through other comprehensive income Return of employee stock ownership trust Balance on December 31, 2021 |
Equityattributable to shareholders ofparent | Equityattributable to shareholders ofparent | Equityattributable to shareholders ofparent | Equityattributable to shareholders ofparent | Equityattributable to shareholders ofparent | Non-controlling interests |
Total Equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common stock $ 1,624,076 |
Capital surplus |
Retained earnings Legal capital reserve Special capital reserve Unappropriated earnings |
Other equityinterest | Treasurystock | Total equity attributable to shareholders of parent |
||||||
| Exchange differences on translation of foreign financial statements |
Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income |
||||||||||
| Special capital reserve |
Unappropriated earnings |
||||||||||
| 4,397 | 57,015 |
151,307 | 330,944 |
(14,111) |
(88,501) |
(173,021) | 1,892,106 |
59,875 |
1,951,981 |
||
- - |
- - |
- - |
- - |
233,466 (1,286) |
- (4,185) |
- (2,481) |
- - |
233,466 (7,952) |
(470) (18,597) |
232,996 (26,549) |
|
| - | - | - | - | 232,180 |
(4,185) |
(2,481) |
- | 225,514 |
(19,067) |
206,447 |
|
- - - - - - |
- - - 473 10,553 - |
25,733 - - - - - |
- - (48,695) - - - |
(25,733) (188,889) 48,695 - - 8,537 |
- - - - - - |
- - - - - (8,537) |
- - - - - - |
- (188,889) - 473 10,553 - |
- - - - - - |
- (188,889) - 473 10,553 - |
|
| 1,624,076 | 15,423 | 82,748 |
102,612 | 405,734 |
(18,296) |
(99,519) |
(173,021) | 1,939,757 |
40,808 |
1,980,565 |
|
- - |
- - |
- - |
- - |
237,280 (18,937) |
- (11,702) |
- 59,265 |
- - |
237,280 28,626 |
(745) 4,989 |
236,535 33,615 |
|
| - | - | - | - | 218,343 |
(11,702) |
59,265 |
- | 265,906 |
4,244 |
270,150 |
|
- - - - - - |
- - - 10,553 - 4 |
24,072 - - - - - |
- - 15,203 - - - |
(24,072) (188,889) (15,203) - 34,239 - |
- - - - - - |
- - - - (34,239) - |
- - - - - - |
- (188,889) - 10,553 - 4 |
- - - - - - |
- (188,889) - 10,553 - 4 |
|
| $ 1,624,076 |
25,980 | 106,820 | 117,815 | 430,152 | (29,998) | (74,493) |
(173,021) | 2,027,331 | 45,052 | 2,072,383 |
See accompanying notes to consolidated financial statements.
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(English Translation of Financial Statements and Report Originally Issued in Chinese) EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Consolidated Statements of Cash Flows For the years ended December 31, 2021 and 2020 (Expressed in Thousands of New Taiwan Dollars)
| Cash flows from (used in) operating activities Profit before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Expected credit impairment loss (gain) Net gain on financial assets or liabilities at fair value through profit or loss Interest expense Interest income Dividend income Gain on disposal of property, plant, equipment Unrealized foreign exchange loss Others Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: Accounts receivable Other accounts receivable Inventories Other current assets Total net changes in operating assets Net changes in operating liabilities: Notes payable Accounts payable Other payables Other current liabilities Net defined benefit liability Other non-current liabilities Total net change in operating liabilities Total net change in operating assets and liabilities Total adjustments Cash inflow generated from (used in) operating activities Interest received Dividends received Interest paid Income taxes paid Net cash flows from (used in) operating activities Cash flows from (used in) investing activities: Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of property, plant and equipment Proceeds from disposal of property, plant, equipment Acquisition of intangible assets Acquisition of investment property Other financial assets Net cash flows from (used in) investing activities Cash flows from (used in) financing activities: Short-term loans Increase in long-term borrowings Repayments of long-term loans Disgorgement received Cash dividends paid Repayments of lease liabilities Net cash flows used in financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2021 | 2020 |
|---|---|---|
| $ 267,924 | 274,109 | |
63,675 1,249 164 (5,736) 9,177 (1,218) (27,447) (1,292) 2,156 4 |
74,705 1,447 5,618 (7,336) 11,363 (9,611) (9,320) - 33,909 - |
|
| 40,732 | 100,775 | |
(167,269) 3,695 (187,001) 31,135 |
(68,996) 3,688 (71,387) (22,263) |
|
(319,440) |
(158,958) |
|
(1,148) 162,309 17,082 12,697 (5,008) (208) |
927 (28,037) (4,896) 18,739 (2,784) (208) |
|
185,724 |
(16,259) |
|
(133,716) |
(175,217) |
|
(92,984) |
(74,442) |
|
174,940 1,525 27,447 (10,791) (43,117) |
199,667 11,303 9,287 (10,908) (45,463) |
|
150,004 |
163,886 |
|
(339,254) 246,616 (30,135) 94,451 (52,607) 3,057 (824) - 951 |
(101,773) 80,033 (60,350) 62,165 (32,763) - (1,780) (886) (3,006) |
|
| (77,745) | (58,360) |
|
(700,000) 400,000 - - (178,342) (13,985) |
300,000 - (320,000) 591 (178,330) (11,616) |
|
(492,327) |
(209,355) |
|
(5,907) |
(22,092) |
|
(425,975) 1,242,331 |
(125,921) 1,368,252 |
|
$ 816,356 |
1,242,331 |
See accompanying notes to consolidated financial statements.
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EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements For the years ended December 31, 2021 and 2020
(All amounts expressed in thousands of New Taiwan Dollars, unless otherwise specified)
(1) Organization and Business Scope
Emerging Display Technologies Corp. (the Company) and its subsidiaries was incorporated as a limited liability Group under the laws of the Republic of China (ROC) on September 23, 1994. The address of its registered office and principal place of business is No.5, Central 1st Rd, Kaohsiung Economic Processing Zone, Kaohsiung City, Taiwan. The Consolidated financial statements comprise Emerging Display Technologies Corp. and its subsidiaries (jointly referred to as the Group). The Group is engaged in the manufacture and sale of Capacity Touch Panel and liquid crystal displays (LCDs).
(2) Financial Statements Authorization Date and Authorization Process
The consolidated financial statements were authorized for issuance by the Board of Directors on March 10, 2022
(3) New standards, amendments and interpretations adopted:
- (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. which have already been adopted.
The Group has initially adopted the following new amendments, which do not have a significant impact on the consolidated financial statements, from January 1, 2021:
-
‧Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9” -
‧Amendments to IFRS 9, IAS39, IFRS7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform— Phase 2” -
‧Amendments to IFRS 16 “Covid-19-Related Rent Concessions beyond June 30, 2021” -
(b) The impact of IFRS issued by the FSC but not yet effective
The Group assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2022, would not have a significant impact on the consolidated financial statements:
-
‧Amendments to IAS 16 “Property, Plant and Equipment-Proceeds before Intended Use” -
‧Amendments to IAS 37 “Onerous Contracts-Cost of Fulfilling a Contract” -
‧Annual Improvements to IFRS Standards 2018-2020 -
‧Amendments to IFRS 3 “Reference to the Conceptual Framework”
The aforementioned assessment about the adoption of the new amendments would be modified as the environments or conditions change.
- (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC
The Group does not expect the following new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on the consolidated financial statements:
-
‧Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture” -
‧IFRS 17 “ Insurance Contracts” and amendments to IFRS 17 “ Insurance Contracts” -
‧Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” -
‧Amendments to IAS 1 “Disclosure of Accounting Policies” -
‧Amendments to IAS 8 “Definition of Accounting Estimates” -
99 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
‧Amendments to IAS 12 “Deferred Tax related to Assets and Liabilities arising from a Single Transaction”
(4) Summary of significant accounting policies:
The accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of, the English and Chinese language consolidated financial statements, the Chinese version shall prevail.
The significant accounting policies presented in the financial statements are summarized as follows. Except for those specifically indicated in Note 3 and Note 4(k), the following accounting policies were applied consistently throughout the presented periods in the financial statements.
- (a) Statement of compliance
These consolidated annual financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter, referred to as the Regulations) and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations and SIC Interpretations endorsed by the FSC (hereinafter, referred to as the IFRS endorsed by the FSC).
-
(b) Basis of preparation
-
(i) Basis of measurement
The consolidated financial statements have been prepared on a historical cost basis except for the following significant items:
-
1) Financial instruments measured at fair value through profit or loss are measured at fair value;
-
2) Fair value through other comprehensive income are measured at fair value;
-
3) The defined benefit liabilities (assets) are measured at fair value of the plan assets less the present value of the defined benefit obligation, limited as explained in note 4(q).
-
(ii) Functional and presentation currency
The functional currency of each entity is determined based on the primary economic environment in which the entity operates. The consolidated financial statements are presented in New Taiwan dollars, which is the Group’s functional currency. All financial information presented in New Taiwan dollars has been rounded to the nearest thousand.
-
(c) Basis of consolidation
-
(i) Principle of preparation of the consolidated financial statements
The Group consolidated financial statements include the accounts of the Company and all directly owned subsidiaries of the Company. The investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those return through its power over the investee.
The financial statements of subsidiaries are included in the consolidated financial statements from the date that the Group’s control commences until the date that control ceases. Intergroup balances and transactions, and any unrealized income and expenses arising from intergroup transactions are eliminated in preparing the consolidated financial statements. Subsidiaries contribute total comprehensive income to the owners of the parent and to the non-controlling interests even if this results in the non-controlling interest having a deficit balance.
Financial statements of subsidiaries had been adjusted to use uniform accounting policies as the Group.
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EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the parent.
- (ii) Subsidiaries included in the consolidated financial statements are as follows:
| **Name of investor ** | Name of the subsidiaries | Business Activity Sale of CTP and LCDs Investment holding Customer service and business support Sale of CTP and LCDs Customer service and business support Sale of CTP and LCDs Investment Investment Investment Investment holding Manufacturing of CTP and LCDs Trading |
**Percentage ** | ownership | Remarks |
|---|---|---|---|---|---|
| December 31, 2021 100.00% 78.49% 100.00% 100.00% 100.00% 100.00% 100.00% 52.50% 5.90% 11.41% 100.00% (Note) |
December 31, 2020 |
||||
| The Company The Company The Company The Company The Company The Company The Company The Company Ying Dar Investment Development Corp. Bae Haw Investment Development Corp. Emerging Display International (Samoa) Corp. The Company |
Emerging Display Technologies Corp., U.S.A Emerging Display International (Samoa) Corp. EDT-Europe ApS Emerging Display Technologies Korea EDT-Japan Corp. Ying Dar Investment Development Corp. Bae Haw Investment Development Corp. Ying Cheng Investment Corp. Emerging Display International (Samoa) Corp. Emerging Display International (Samoa) Corp. Dong Guan Emerging Display Limited Tremendous Explore Corp. |
100.00% 78.49% 100.00% 100.00% 100.00% 100.00% 100.00% 52.50% 5.90% 11.41% 100.00% (Note) |
Major Subsidiary |
Note: Tremendous Explore Corp. was liquidated in July, 2020. The related liquidation procedures had been completed.
(iii) Subsidiaries which are not included in the consolidated financial statements: None.
-
(d) Foreign currency
-
(i) Foreign currency transactions
Transactions in foreign currencies are translated to the respective functional currencies of the entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary assets and liabilities denominated in foreign currencies are retranslated to the functional currency at the exchange rate at that date. Nonmonetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign currency that are measured based on historical cost are translated using the exchange rate at the date of translation.
Exchange differences are generally recognized in profit or loss, except for the following accounts which are recognized in other comprehensive income:
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EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
-
1) an investment in equity securities designated as at fair value through other comprehensive income;
-
2) a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; or
-
3) qualifying cash flow hedges to the extent that the hedges are effective.
-
(ii) Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustment arising on acquisition, are translated to New Taiwan dollar at exchange rates at the reporting date. The income and expenses of foreign operations, excluding foreign operations in hyperinflationary economies, are translated to New Taiwan dollar at the average rate. Foreign currency differences are recognized in other comprehensive income.
When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of any part of its interest in a subsidiary, association or join venture that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interest.
When the settlement of a monetary receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign currency gains and losses arising from such items are considered to form part of a net investment in the foreign operation and are recognized in other comprehensive income.
-
(e) Classification of current and non-current assets and liabilities
-
An asset is classified as current under one of the following criteria, and all other assets are classified as non-current:
-
(i) The asset is expected to be realized or is intended to be sold or consumed in the normal operating cycle;
-
(ii) The asset is held primarily for the purpose of trading;
-
(iii) The asset is expected to be realized within twelve months after the reporting period; or
-
(iv) The asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
A liability is classified as current under one of the following criteria, and all other liabilities are classified as non-current:
-
(i) The liability is expected to be settled in the normal operating cycle;
-
(ii) The liability is held primarily for the purpose of trading;
-
(iii) The liability is due to be settled within twelve months after the reporting period;
-
(iv) The entity does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issuance of equity instruments do not affect its classification.
-
(f) Cash and cash equivalents
Cash and cash equivalents comprise cash balances and demand deposits that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. The time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations rather than for investment or other purposes should be recognized as cash equivalents.
- 102 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
- (g) Financial instrument
Account receivable and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is an accounts receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. An accounts receivable without a significant financing component is initially measured at the transaction price.
- (i) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
On initial recognition, a financial asset is classified as measured at: amortized cost-equity investment; Fair value through other comprehensive income (FVOCI) - debt investment; FVOCI equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.
-
1) Financial assets measured at amortized cost
-
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:
-
‧it is held within a business model whose objective is to hold assets to collect contractual cash flows; and -
‧its contractual terms give rise on specified dates to cash flows that are solely payments of principal amount and interest on the principal amount outstanding.
These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, and impairment loss, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
-
2) Fair value through other comprehensive income (FVOCI)
-
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
-
‧it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and -
‧its contractual terms give rise on specified dates to cash flows that are solely payments of principal amount and interest on the principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment’ s fair value in other comprehensive income. This election is made on an investment-by-investment basis.
Debt investments at FVOCI are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in other comprehensive income. On derecognition, gains and losses accumulated in other comprehensive income are reclassified to profit or loss.
Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.
- 103 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
Dividend income derived from equity investments is recognized on the date that the Group’s right to receive payment is established, which in the case of quoted securities is normally the ex-dividend date.
- 3) Fair value through profit or loss (FVTPL)
All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL, including derivative financial assets. On initial recognition, the Group may irrevocably designate a financial asset, which otherwise meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise. These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.
- 4) Business model assessment
The Group makes an assessment of the objective of the business model in which a financial asset is held at portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:
-
‧the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realizing cash flows through the sale of the assets; -
‧how the performance of the portfolio is evaluated and reported to the Group’s management; -
‧the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed; -
‧how managers of the business are compensated ─ e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and -
‧the frequency, amount and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, and are consistent with the Group's continuing recognition of the assets.
Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.
-
5) Assessment whether contractual cash flows are solely payments of principal and interest For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial assets on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs, as well as a profit margin.
-
104 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers that:
-
‧contingent events that would change the amount or timing of cash flows; -
‧terms that may adjust the contractual coupon rate, including variable rate features; -
‧prepayment and extension features; and -
‧terms that limit the Group’s claim to cash flows from specified assets (e.g. nonrecourse features) -
6) Impairment of financial assets
The Group recognizes loss allowances for expected credit losses (ECL) on its financial assets measured at amortized cost (including cash and cash equivalents, notes receivable and accounts receivable, other receivables, refundable deposits and other financial assets) and debt investment measured at fair value through other comprehensive income (FVOCI).
The Group measures loss allowances at an amount equal to lifetime expected credit loss (ECL), except for the following which are measured as 12-month ECL:
-
‧debt instruments that are determined to have low credit risk at the reporting date; and -
‧other debt instruments and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.
Loss allowance for accounts receivables and contract assets is always measured at an amount equal to lifetime ECL.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition, the Group considers reasonable and supportable information that is relevant and available (without undue cost or effort). This includes both quantitative and qualitative information and analysis, based on the Group’s historical experience, informed credit assessment and including forward-looking information.
If there is a low risk of default on financial asset, the borrower has a strong capacity to meet its contractual cash flow obligations in the near term and adverse changes in economic and business conditions in the longer term may, but will not necessarily, reduce the ability of the borrower to fulfil its contractual cash flow obligations, the financial asset would be considered low credit risk.
When the contract amount is past due or the borrower is unlikely to pay its credit obligations to the Group in full, the Group considers the credit risk on a financial asset has increased significantly or a financial asset to be in default.
Lifetime ECL is the ECL that results from all possible default events over the expected life of a financial instrument.
12-month ECL is the portion of ECL that results from default events that is possible within the 12 month after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).
The maximum period considered when estimating ECL is the maximum contractual period over which the Group is exposed to credit risk.
- 105 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
ECLs are a probability-weighted estimate of the expected lifetime credit losses on financial assets. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flow due to the Group in accordance with the contracts and the cash flow the Group expects to receive). ECLs are discounted based on the effective rate of financial assets.
At each reporting date, the Group assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial assets is credit impaired includes the following observable data:
-
‧significant financial difficulty of the borrower or issuer; -
‧a breach of contract such as a default or being overdue; -
‧the lender of the borrower, for economic or contractual reasons relating to the borrower’ s financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider; -
‧it is probable that the borrower will enter bankruptcy or other financial reorganization; or
‧ the disappearance of an active market for a security because of financial difficulties.
Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. For debt securities at FVOCI, the loss allowance is charge to profit or loss and is recognized in other comprehensive income.
The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For corporate customers, the Group individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amount due.
- 7) Derecognition of financial assets
The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
The Group enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.
-
(ii) Financial liabilities and equity instruments
-
1) Classification of debt or equity
Debt and equity instruments issued by the Group are classified as financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
2) Equity instrument
An equity instrument is any contract that evidences residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the direct cost of issuing.
- 106 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
3) Treasury stock
When shares recognized as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. Repurchased shares are classified as treasury stocks. When treasury stocks are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is recognized in capital surplus or retained earnings (if the capital surplus is not sufficient to be written down).
- 4) Financial liabilities
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.
Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.
- 5) Derecognition of financial liabilities
The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
- 6) Offsetting of financial assets and liabilities
Financial assets and liabilities are presented on a net basis when the Group has the legally enforceable rights to offset, and intends to settle such financial assets and liabilities on a net basis or to realize the assets and settle the liabilities simultaneously.
- (iii) Derivative financial instruments
The Group to held derivative financial instruments is held to hedge its foreign currency and interest rate exposures. Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a financial asset and certain criteria are met.
Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally recognized in profit or loss.
- (h) Inventories
Inventories are measured individually at the lower of cost and net realizable value. The cost of inventories includes all necessary costs of purchase, costs of conversion, and other costs in bringing the inventories to a salable and useable location and condition. The production overhead is allocated to the finished goods and work in progress based on the normal capacity of production facilities.
Net realizable value is determined based on the estimated selling price in the ordinary course of business, less, the estimated costs of completion and selling expenses at the end of the period.
- 107 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
(i) Investment property
Investment property is a property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes. Investment property is measured at cost on initial recognition and subsequently at cost less accumulated depreciation and accumulated impairment loss.
Depreciation expense is calculated based on the depreciation method, useful life, and residual value which are the same as those adopted for property, plant and equipment.
Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount) is recognized in profit or loss.
Rental income from investment property is recognized as other revenue on a straight-line basis over the term of the lease. Lease incentives granted are recognized as an integral part of the total rental income, over the term of the lease.
-
(j) Property, plant and equipment
-
(i) Recognition and measurement
Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.
(ii) Subsequent cost
Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.
- (iii) Depreciation
Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight line basis over the estimated useful lives of each component of an item of property, plant and equipment.
Land has an unlimited useful life, and therefore, is not depreciated.
The estimated useful lives, for the current and comparative years, of significant items of property, plant and equipment are as follows:
Buildings 2 ~ 50 years Machinery and equipment 2 ~ 10 years Furniture and fixtures 3 ~ 5 years Other equipment 1 ~ 10 years
Depreciation methods, useful lives, and residual values are reviewed at each reporting date and adjusted if appropriate.
- (iv) Reclassification to investment property
The property is reclassified to investment property at its carrying amount when the use of the property changes from private to investment property.
- 108 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
(k) Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
(i) As a lessee
The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Group’s incremental borrowing rate, Generally, the Group uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the following:
-
1) Fixed payments, including in-substance fixed payments;
-
2) Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
-
3) Amounts expected to be payable under a residual value guarantee; and
-
4) Payments or penalties for purchase or termination options that are reasonably certain to be exercised.
The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:
-
1) there is a change in future lease payments arising from the change in an index or rate;
-
2) there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee;
-
3) there is a change in the assessment regarding the purchase options;
-
4) there is a change of its assessment on whether it will exercise an extension or termination option;
-
5) there is any lease modifications in lease subject, scope of the lease or other terms.
When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.
When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Group accounts for the remeasurement of the lease liability by decreasing the carrying amount of there right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.
The Group presents right-of-use assets and lease liabilities that do not meet the definition of investment as a separate line item respectively in the balance sheets.
- 109 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
For short-term lease of office equipment and low-value underlying asset lease, the Group chooses not to recognize the right-of-use asset and lease liability, and the related lease payments are recognized as expenses on a straight-line method over the lease term.
As a practical expedient, the Group elects not to assess whether property, plant and equipment rents that meets all the following conditions are lease modifications or not:
-
1) the rent concessions occurring as a direct consequence of the COVID 19 pandemic;
-
2) the change in lease payments that resulted in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change;
-
3) any reduction in lease payments that affects only those payments originally due on, or before, June 30, 2022; and
-
4) there is no substantive change in other terms and conditions of the lease.
In accordance with the practical expedient, the effect of the change in the lease liability is reflected in profit or loss in the period in which the event or condition that triggers the rent concession occurs.
- (ii) As a lessor
When the Group acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then lease is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease.
If an arrangement contains lease and non-lease components, the Group applies IFRS15 to allocate the consideration in the contract.
-
(l) Intangible assets
-
(i) Recognition and measurement
Expenditure on research activities is recognized in profit or loss as incurred.
Development expenditure is capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Group intends to, and has sufficient resources to, complete development and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost, less accumulated amortization and any accumulated impairment losses.
Other intangible assets that are acquired by the Group include patents and computer software costs are measured at cost less accumulated amortization and any accumulated impairment losses.
(ii) Subsequent expenditure
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.
- 110 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
(iii) Amortization
Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.
The estimated useful life of intangible assets for the current and comparative periods is as follows:
Patents 9 ~ 20 years Computer software cost 3 months ~ 4 years
Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if it’s necessary.
- (m) Impairment of non-financial assets
At each reporting date, the Group reviews the carrying amount of its non-financial assets (other than inventories, contract assets, deferred tax assets and investment properties and biological assets, measured at fair value, less costs) to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated.
For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.
An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.
Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.
For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
- (n) Provision
A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.
-
(o) Revenue
-
(i) Revenue from contracts with customers
Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for transferring goods or services to a customer. The Group recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Group’s main types of revenue are explained below.
- 111 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
1) Sale of good
The Group recognizes revenue when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Group has objective evidence that all criteria for acceptance have been satisfied.
The Group provides standard warranties for goods sold and has obligation to replace or maintain for the defective goods, in which the Group has recognized provisions for warranties to fulfill the obligation.
A receivable is recognized when the goods are delivered as this is the point in time that the Group has a right to an amount of consideration that is unconditional.
Contract liability is primarily generated from advanced receipts of commodity sales contract. The Group will recognize revenue when deliver commodity to customers.
- 2) Financing components
The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.
-
(ii) Contract cost with customers
-
1) Incremental cost of obtaining a contract
The Group recognizes as an asset the incremental costs of obtaining a contract with a customer if the Group expects to recover those costs. The incremental costs of obtaining a contract are those costs that the Group incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained. Costs to obtain a contract that would have been incurred regardless of whether the contract was obtained shall be recognized as an expense when incurred, unless those costs are explicitly chargeable to the customer regardless of whether the contract is obtained.
The Group applies the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less.
- 2) Costs to fulfil a contract
If the costs incurred in fulfilling a contract with a customer are not within the scope of another Standard (for example, IAS 2 Inventories, IAS 16 Property, Plant and Equipment or IAS 38 Intangible Assets), the Group recognizes an asset from the costs incurred to fulfil a contract only if those costs meet all of the following criteria:
-
‧the costs relate directly to a contract or to an anticipated contract that the Group can specifically identify; -
‧the costs generate or enhance resources of the Group that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and -
‧the costs are expected to be recovered.
General and administrative costs, costs of wasted materials, labor or other resources to fulfil the contract that were not reflected in the price of the contract, costs that relate to satisfied performance obligations (or partially satisfied performance obligations), and costs for which the Group cannot distinguish whether the costs relate to unsatisfied performance obligations or to satisfied performance obligations (or partially satisfied performance obligations), the Group recognizes these costs as expenses when incurred.
- 112 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
(p) Government grants
The Group recognizes an unconditional government grant as other income when the grant becomes receivable. Other government grants related to assets are initially recognized as deferred income at fair value if there is reasonable assurance that they will be received and the Company will comply with the conditions associated with the grant; they are then recognized in profit or loss as other income on a systematic basis over the useful life of the asset. Grants that compensate the Group for expenses or losses incurred are recognized in profit or loss on a systematic basis in the periods in which the expenses or losses are recognized.
(q) Employee benefits
- (i) Defined contribution plans
Obligations for contributions to defined contribution pension plans are expensed as the related service is provided. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available.
(ii) Defined benefit plans
The Group’s net obligation in respect of defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.
The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the g in or loss on curtailment is recognized immediately in profit or loss. The Group recognizes gams and losses on the settlement of a defined benefit plan when the settlement occurs.
(iii) Termination benefits
Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits and when the Group recognizes costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the reporting date, then they are discounted.
- (iv) Short-term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be pain under short-term cash bonus or profit-sharing plans if the Consolidated Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.
(r) Share-based payment
The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.
- 113 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions, and there is no true-up for differences between expected and actual outcomes.
The fair value of the amount payable to employees in respect of share appreciation rights, which are settled in cash, is recognized as an expense with a corresponding increase in liabilities, over the period that the employees become unconditionally entitled to payment. The liability is re-measured at each reporting date and at settlement date based on the fair value of the share appreciation rights. Any change in the liability is recognized in profit or loss.
- (s) Income taxes
Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes shall be recognized in profit or loss.
The Group has determined that interest and penalties related to income taxes, including uncertain tax treatment, do not meet the definition of income taxes, and therefore accounted for them under IAS37.
Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.
Deferred taxes arise due to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:
-
(i) The initial recognition of an asset or liability in a transaction which is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss); or
-
(ii) Temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
(iii) Taxable temporary differences arising on the initial recognition of goodwill.
A deferred tax asset shall be recognized for the carry forward of unused tax losses and unused tax credits to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused tax credits can be utilized. At the end of each reporting period, an entity reassesses unrecognized deferred tax assets; such reductions are reversed when the probability of future taxable profits improves.
Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date, and reflect uncertainty related to income taxes, if any.
The Group shall offset deferred tax assets and deferred tax liabilities if, and only if:
-
(i) The Group has a legally enforceable right to set off current tax assets against current tax liabilities; and
-
(ii) The deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either;
-
1) The same taxable entity; or
-
2) Different taxable entities, but where each such entity intends to settle tax assets and liabilities (where such amounts are significant) on a net basis every year of the period of expected asset realization or debt liquidation, or to realize the assets and settle the liabilities simultaneously.
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114 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
(t) Earnings per share
The Group discloses the basic and diluted earnings per share attributable to common equity holders of the Company. The calculation of basic earnings per share is based on the profit attributable to the common shareholders of the Company divided by the weighted-average number of common stocks outstanding. The calculation of diluted earnings per share is based on the profit attributable to common shareholders of the Company, divided by the weightedaverage number of common shares outstanding after adjustment for the effects of all dilutive potential common stock, such as convertible bonds.
- (u) Operating segments
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses relating to transactions with other components of the Group. Operating results of the operating segment are regularly reviewed by the Group’s chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance. Each operating segment consists of standalone financial information.
(5) Significant accounting assumptions and judgments, and major sources of estimates uncertainty
The preparation of the consolidated financial statements in accordance with the IFRSs endorsed by the FSC requires management to make judgments, estimates and assumptions that may affect the application of the accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Management is required to constantly examine the fairness of those estimates and assumptions. The effect of change in accounting estimate shall be recognized prospectively by including it the profit or loss in the current period or future periods.
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year is as follows. Those assumptions and estimation have been updated to reflect the impact of COVID 19 pandemic:
- (a) Impairment of accounts receivables
The Group has estimated the loss allowance of accounts receivable that is based on the risk of a default occurring and the rate of expected credit loss. The Group has considered historical experience, current economic conditions and forward looking information at the reporting date to determine the assumptions to be used in calculating the impairments and the selected inputs. Please refer to note 6(d) for relevant assumptions and input values.
- (b) Valuation of obsolete inventories
As obsolete inventories are stated at the lower of cost or net realizable value, the Group estimates the net realizable value of inventories for obsolescence and unmarketable items at the end of the reporting period and then writes down the cost of inventories to net realizable value. The net realizable value of the obsolete inventory is mainly determined based on assumptions as to future demand within a specific time horizon. Due to the rapid industrial transformation, there may be significant changes in the net realizable value of obsolete inventories. Please refer to note 6(f) for further description of the valuation of inventories.
(6) Explanation of significant accounts
- (a) Cash and cash equivalents
| Cash and cash equivalents Demand deposits Check deposits Time deposits Repurchase agreement Total |
December 31, 2021 $ 304 720,318 31 95,703 - $ 816,356 |
December 31, 2020 |
|---|---|---|
328 565,624 82 273,962 402,335 1,242,331 |
- 115 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
Please refer to Note 6(z) for the analysis of sensitivity and interest rate risk of the financial assets.
(b) Financial assets and liabilities at fair value through profit or loss
| Financial assets mandatorily measured at fair value through profit or loss-current: Open-end mutual funds Forward exchange contracts Financial liabilities measured at fair value through profit or loss-current: Swap contract |
December 31, 2021 |
December 31, 2020 58,817 - 58,817 195 |
|---|---|---|
| $ - 42 |
||
| $ 42 |
||
| $ - |
Please refer to Note 6(y) for the recognition of gain or loss at fair.
The abovementioned financial assets were not pledged as collateral.
The Group entered into derivative instruments to manage exposure to currency risk arising from operating activities and doesn’t applicable to hedge accounting. The Group’s derivative instruments were as follows presented under financial assets mandatorily measured at FVTPL and financial liabilities measured at FVTPL; presented under financial assets held for trading:
| Forward exchange contracts Sell Swap contract |
December 31, 2021 | December 31, 2021 | |
|---|---|---|---|
Contract amount (in thousands) |
Currency |
Maturity Date | |
| 2022.01.14 | |||
Contract amount (in thousands) |
Currency |
Maturity Date | |
| USD 1,000 | NTD to USD | 2021.01.07 |
Please refer to note (z) for the market risk and credit risk.
(c) Financial assets at fair value through other comprehensive income
Equity investments at fair value through other comprehensive income-current: Common stocks listed on domestic markets-current Innolux Corp. Fubon Financial Holding Co., Ltd. Nan Ya Plastics Corporation |
December 31, 2021 |
December 31, 2020 |
|---|---|---|
| $ 22,483 - - |
16,174 14,025 15,099 |
- 116 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
Pegatron Co., Ltd. CoAsia Electronics Corp. E.SUN Financial Holding Co., Ltd. Far Eastern New Century Corp. Quanta Computer Inc. Shian Yih Electronic Co., Ltd. AGV Products Corporation Chicony Electronics Co., Ltd. Lite-On Technology Corp. Mega Financial Holding Co., Ltd. Taiwan Cement Corp., Ltd. Total Common stocks listed on foreign markets-current: Becton, Dickinson and Company Total Equity investments at fair value through other comprehensive income-noncurrent: Common stocks unlisted on domestic markets- noncurrent: Ascendax Venture Capital Corp. Chenfeng Optronics Corp. Total Preference stocks listed on domestic markets- noncurrent: Fubon Financial Holding Co., Ltd Total |
December 31, 2021 |
December 31, 2020 14,537 5,764 19,310 28,950 - 30,637 1,011 - - - - 145,507 14,253 159,760 19,566 78,260 97,826 865 98,691 |
|---|---|---|
| $ 14,925 7,120 - - 66,195 31,350 - 24,690 39,556 43,940 37,920 |
||
288,179 |
||
13,922 |
||
$ 302,101 |
||
$ 21,376 91,210 |
||
112,586 |
||
874 |
||
| $ 113,460 |
The purpose that the Group invests in the abovementioned equity instruments is for strategic purpose, but rather for trading purpose, and therefore, is accounted for as FVOCI.
For the years ended December 31, 2021 and 2020, the Group has recognized the dividend income of $27,447 and $9,320 from equity instruments designated at fair value through other comprehensive income, respectively.
For the years ended December 31, 2021 and 2020, the Group with the objective of investment and financial management had sold financial assets at fair value of $246,616 and $72,815, and accumulated gain on disposal of investments were $34,239 and $8,537, which had been reclassified from other equity interest to retained earnings, respectively
Please refer to Note 6(z) for market risk.
The abovementioned financial assets were not pledged as collateral.
- 117 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
For the purpose of increasing investment profits, the Group entrusts partial listed companies as the beneficiary. According to the terms of the contract, the Group does not transfer risk and remuneration of these financial assets, and they had not been derecognized. As of December 31, 2021, and 2020, the carrying amount of the listed stocks which were entrusted to financial institutions for security lending amounted to $22,483 and $16,174, respectively.
(d) Accounts receivable
| Accounts receivable-measured at amortized cost Allowance for impairment |
December 31, 2021 $ 755,372 (5,842) $ 749,530 |
December 31, 2020 |
|---|---|---|
595,163 (5,613) 589,550 |
The Group applies the simplified approach to provide for the loss allowance used for expected credit losses, which permit the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, accounts receivables have been grouped based on past default experience of the customers and shared credit risk characteristics, as well as incorporate forward looking information, including macroeconomic and relevant industry information. The loss allowance provision was determined as follows:
| Not overdue Overdue 1~90 days Overdue 91~180 days Overdue 181~270 days Overdue 271~365 days Overdue 365 days Not overdue Overdue 1~90 days Overdue 91~180 days Overdue 181days |
December 31, 2021 | December 31, 2021 | December 31, 2021 | Loss allowance provision 686 334 - - - 4,822 5,842 |
|---|---|---|---|---|
| Gross carrying amount Weighted- average loss rate $ 604,526 0.11% 146,013 0.23% 9 0.10% - - % 2 21.39% 4,822 100% $ 755,372 December 31, 2020 Gross carrying amount Weighted- average loss rate $ 495,965 0.12% 95,060 0.96% 4,138 100% - - $ 595,163 |
||||
| Weighted- average loss rate |
Loss allowance provision |
|||
0.12% 0.96% 100% - |
574 908 4,131 - |
|||
5,613 |
- 118 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
The movement in the provision for impairment loss with respect to trade receivables was as follows:
| Balance at January 1 Impairment losses recognized (reversed) Amounts written off Collection of previously written off accounts Effect of changes in foreign currency exchange rates Balance on December 31 |
2021 $ 5,613 164 - 70 (5) $ 5,842 |
2020 18,771 5,618 (18,771) - (5) 5,613 |
|---|---|---|
The abovementioned financial assets were not pledged as collateral.
Please refer to Note 6(z) for credit risk.
- (e) Other receivables
| Loans to employee Others Allowance for impairment |
December 31, 2021 |
December 31, 2020 |
|---|---|---|
| $ 1,475 1,348 - $ 2,823 |
5,154 936 - 6,090 |
Please refer to note 6(z) for other credit risk information.
- (f) Inventories
| Raw materials and supplies Work in process Finished goods Inventories in transit Total The details of cost of sales are as follows: Reclassification to cost of sales and expenses Inventory loss of write-down (gain on reversal of inventory) Unamortized manufacturing expenses Loss on scrap Others Total |
December 31, 2021 |
December 31, 2020 |
|---|---|---|
| $ 525,651 303,876 220,020 6,618 $ 1,056,165 2021 $ 3,404,512 (7,393) 14,973 58,335 (209) $ 3,470,218 |
346,225 299,441 215,535 9,300 870,501 2020 2,866,527 (8,532) 19,392 74,194 (149) 2,951,432 |
- 119 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
The above gain from price recovery of inventory was due to the previous write-down inventories had been sold, therefore, the net realizable value of inventories lowered than cost was no longer existed, the reversal was recorded as operating costs.
Inventories were not pledged as collaterals.
- (g) Other assets
The details of other current assets are as follows:
| Tax refund receivables Prepayment for purchases Prepaid expenses Input VAT Restricted time deposits Refundable deposits Others Recognized in: Other current assets Other financial assets-non-current |
December 31, 2021 $ 2,067 12,968 5,111 24,547 3,050 7,988 4,505 $ 60,236 $ 51,997 8,239 $ 60,236 |
December 31, 2020 |
|---|---|---|
1,954 63,725 6,757 5,496 2,051 10,164 3,545 93,692 83,002 10,690 93,692 |
The above-mentioned restricted time deposits had been pledged as collateral. Please refer to note 8.
- (h) Major non-controlling interests’ share of subsidiaries
Significant to the Group of the non-controlling interest subsidiaries are as follows:
| Name of subsidiaries | Principal place of business |
Proportion of non-controlling interest voting equity |
Proportion of non-controlling interest voting equity |
|
|---|---|---|---|---|
| Ying Cheng Investment Corp. Emerging Display International (Samoa) Corp. |
Taiwan Samoa |
December 31, 2021 |
December 31, 2020 47.5% 4.2% |
|
| 47.5% 4.2% |
Summarize above subsidiaries financial information as below which had prepared based on International Financial Reporting Standards endorsed by FSC. The below financial information was prior to the offset amount with the Group.
- 120 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
Summarized financial information for Ying Cheng Investment Corp. is as follows:
| Current asset Non-current asset Current liability Net asset Non-controlling equity closing book amount Operating revenue Net profit (loss) Other comprehensive income Comprehensive income Profit attributable to non-controlling interest Comprehensive income attributable to non-controlling interest Cash flow from operating activities Cash flow from investing activities Cash flow from financing activities Net increase(decrease) in cash and cash equivalents |
December 31, 2021 $ 9,902 78,180 (50) $ 88,032 $ 41,815 2021 $ - $ (100) 11,100 $ 11,000 $ (48) $ 5,225 2021 $ (100) - - $ (100) |
December 31, 2020 |
|---|---|---|
10,002 67,080 (50) 77,032 36,591 2020 3 (100) (39,240) (39,340) (48) (18,686) 2020 (100) - - (100) |
Summarized financial information for Emerging Display International (Samoa) Corp. is as follows:
| Current asset Non-current asset Current liability Non-current liabilities Net asset Non-controlling equity closing book amount |
December 31, 2021 $ 119,265 39,522 (72,464) (9,274) $ 77,049 $ 3,237 |
December 31, 2020 |
|---|---|---|
138,640 15,264 (53,503) - 100,401 4,217 |
- 121 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
| Operating revenue Net profit(loss) Other comprehensive income Comprehensive income Profit attributable to non-controlling interest Comprehensive income attributable to non-controlling interest Cash flow from operating activities Cash flow from investing activities Cash flow from financing activities Effects of changes in foreign exchange rates Net increase(decrease) in cash and cash equivalents |
2021 | 2020 179,986 |
|---|---|---|
| $ 200,113 |
||
$ (16,595) (6,758) |
(10,058) 983 |
|
$ (23,353) |
(9,075) | |
$ (697) |
(422) |
|
$ (981) |
(381) |
|
2021 |
2020 |
|
| $ 32,250 (12,460) (6,907) (75) |
5,990 (1,854) (5,070) 172 |
|
$ 12,808 |
(762) |
(i) Property, plant and equipment
The cost and depreciation of the property, plant and equipment of the Group were as follows:
| Cost or deemed cost: Balance at January 1, 2021 Additions Reclassification Disposals Effect of movements in exchange rates Balance at December 31, 2021 Balance at January 1, 2020 Additions Reclassification Disposals Effect of movements in exchange rates Balance at December 31, 2020 Depreciation: Balance at January 1, 2021 Depreciation Disposals Effect of movements in exchange rates Balance at December 31, 2021 |
Land | Building and construction |
Machinery and equipment |
Office equipment |
Other | Total 3,649,342 53,344 - (61,262) (3,581) 3,637,843 3,618,755 29,085 - (281) 1,783 3,649,342 3,318,028 48,066 (58,746) (2,267) 3,305,081 |
|---|---|---|---|---|---|---|
| $ 23,940 - - - (672) |
1,048,089 8,653 - (65) (1,003) |
2,402,579 10,242 14,966 (53,289) (1,495) |
28,273 517 - (134) (268) |
146,461 33,932 (14,966) (7,774) (143) |
||
$ 23,268 |
1,055,674 |
2,373,003 |
28,388 |
157,510 |
||
$ 25,201 - - - (1,261) |
1,047,550 462 274 - (197) |
2,384,197 5,403 9,717 - 3,262 |
28,331 168 - (107) (119) |
133,476 23,052 (9,991) (174) 98 |
||
$ 23,940 |
1,048,089 |
2,402,579 |
28,273 |
146,461 | ||
$ - - - - |
817,727 13,597 (65) (448) |
2,355,670 18,473 (53,279) (1,455) |
27,246 325 (134) (244) |
117,385 15,671 (5,268) (120) |
||
| $ - |
830,811 |
2,319,409 |
27,193 |
127,668 |
- 122 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
| Balance at January 1, 2020 Depreciation Disposals Effect of movements in exchange rates Balance at December 31, 2020 Carrying amount: Balance at December 31,2021 Balance at January 1, 2020 Balance at December 31,2020 |
Land | Building and construction |
Machinery and equipment |
Office equipment |
Other | Total |
|---|---|---|---|---|---|---|
| $ - - - - |
800,136 17,021 - 570 |
2,330,684 21,815 - 3,171 2,355,670 53,594 53,513 46,909 |
26,927 509 (107) (83) |
95,053 22,423 (174) 83 |
3,252,800 61,768 (281) 3,741 |
|
| $ - |
817,727 | 27,246 |
117,385 | 3,318,028 |
||
$ 23,268 |
224,863 |
1,195 |
29,842 |
332,762 |
||
$ 25,201 |
247,414 |
1,404 |
38,423 |
365,955 |
||
$ 23,940 |
230,362 |
1,027 |
29,076 |
331,314 |
Please refer to Note 6(y) for detail of disposal gain and loss.
Property, plant and equipment pledged as collateral for long-term loans and finance were disclosed in Note 8.
- (j) Right-of-use assets
The movements in the cost and depreciation of the leased land, buildings, transportation equipment were as follows:
| Right-of-use assets cost: Balance at January 1, 2021 Additions Effect of changes in foreign exchange rates Balance at December 31, 2021 Balance at January 1, 2020 Additions Disposals Other Effect of changes in foreign exchange rates Balance at December 31, 2020 Depreciation: Balance at January 1, 2021 Depreciation Effect of changes in foreign exchange rates Balance at December 31, 2021 Balance at January 1, 2020 Depreciation Disposals Effect of changes in foreign exchange rates Balance at December 31, 2020 Carrying amount: Balance at December 31, 2021 Balance at January 1, 2020 Balance at December 31, 2020 |
Land | Building and construction |
Transportation equipment |
Total 94,639 25,618 (1,506) 118,751 90,949 4,661 (211) (817) 57 94,639 27,411 14,960 (1,095) 41,276 13,742 13,695 (211) 185 27,411 77,475 77,207 67,228 |
|---|---|---|---|---|
| $ 66,409 - - |
27,904 25,272 (1,492) |
326 346 (14) |
||
| $ 66,409 |
51,684 |
658 |
||
$ 67,226 - - (817) - |
23,509 4,323 - - 72 |
214 338 (211) - (15) |
||
| $ 66,409 |
27,904 | 326 |
||
$ 5,482 2,722 - |
21,893 11,958 (1,090) |
36 280 (5) |
||
| $ 8,204 |
32,761 |
311 |
||
$ 2,757 2,725 - - |
10,857 10,848 - 188 |
128 122 (211) (3) |
||
| $ 5,482 |
21,893 | 36 |
||
$ 58,205 |
18,923 |
347 | ||
$ 64,469 |
12,652 |
86 | ||
$ 60,927 |
6,011 |
290 |
- 123 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
(k) Investment property
Investment property includes assets owned by the Group such as office buildings leased to third party. Based on original lease terms of investment property, non-cancellable lease term is four years and the lessee has the right to upon expiry. Subsequent lease term will consult with the lessee and didn’t charge contingent rental. Please refer to Note 6(w) for information of the rental income.
Rental income of leased investment property has a fixed amount.
Investment property cost and depreciation of the Group were as follows:
| Cost or deemed cost: Balance at January 1, 2021 Effect of changes in foreign exchange rates Balance at December 31, 2021 Balance at January 1, 2020 Additions Effect of changes in foreign exchange rates Balance at December 31, 2020 Depreciation: Balance at January 1, 2021 Depreciation Effect of changes in foreign exchange rates Balance at December 31, 2021 Balance at January 1, 2020 Depreciation Effect of changes in foreign exchange rates Balance at December 31, 2020 Carrying amount: Balance at December 31, 2021 Balance at January 1, 2020 Balance at December 31, 2020 Fair value: Balance at December 31, 2021 Balance at December 31, 2020 |
Land | Building and construction |
Total 60,833 (1,709) 59,124 63,138 886 (3,191) 60,833 5,675 649 (167) 6,157 5,304 660 (289) 5,675 52,967 57,834 55,158 $ 58,427 $ 63,485 |
|---|---|---|---|
| $ 45,333 (1,274) |
15,500 (435) |
||
$ 44,059 |
15,065 |
||
$ 47,720 - (2,387) |
15,418 886 (804) |
||
$ 45,333 |
15,500 |
||
$ - - - |
5,675 649 (167) |
||
$ - |
6,157 |
||
$ - - - |
5,304 660 (289) |
||
$ - |
5,675 |
||
$ 44,059 |
8,908 |
||
$ 47,720 |
10,114 |
||
$ 45,333 |
9,825 |
||
- 124 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
When measuring the fair value of investment property, the Group considered the present value of net cash flows to be generated from leasing the property. The expected net cash flows were discounted using the yield to reflect the inherent risk of the net cash flows. As of December 31, 2021 and 2020, the yields applied to the net annual rentals to determine the fair value of investment property were both 5.5%, its fair value evaluation technology makes the input value belong level 3.
The investment property were not pledged as collateral.
(l) Intangible assets
Initial cost and accumulated amortization for intangible assets were as follows:
| Initial cost: Balance as of January 1, 2021 Individual acquisition Disposals Effects of changes in foreign exchange rates Balance as of December 31, 2021 Balance as of January 1, 2020 Individual acquisition Disposals Effects of changes in foreign exchange rates Balance as of December 31, 2020 Amortization: Balance as of January 1, 2021 Amortization Disposals Effects of changes in foreign exchange rates Balance as of December 31, 2021 Balance as of January 1, 2020 Amortization Disposals Effects of changes in foreign exchange rates Balance as of December 31, 2020 Book value: Balance as of December 31, 2021 Balance as of January 1, 2020 Balance as of December 31, 2020 |
Patent and other $ 2,888 339 (198) - |
Computer software cost |
Total amount |
|---|---|---|---|
9,477 485 (953) (18) |
12,365 824 (1,151) (18) |
||
| $ 3,029 |
8,991 |
12,020 |
|
$ 3,557 296 (965) - |
8,018 1,484 - (25) |
11,575 1,780 (965) (25) |
|
| $ 2,888 |
9,477 |
12,365 |
|
$ 1,433 259 (198) - |
6,821 990 (953) (17) |
8,254 1,249 (1,151) (17) |
|
| $ 1,494 |
6,841 |
8,335 |
|
$ 2,137 261 (965) - |
5,661 1,186 - (26) |
7,798 1,447 (965) (26) |
|
| $ 1,433 |
6,821 |
8,254 |
|
$ 1,535 |
2,150 |
3,685 |
|
$ 1,420 |
2,357 |
3,777 |
|
$ 1,455 |
2,656 |
4,111 |
- 125 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
The amortization expenses of intangible assets included in statement of comprehensive income were as follows:
| Operating cost Operating expense |
2021 $ 284 965 $ 1,249 |
2020 |
|---|---|---|
308 1,139 1,447 |
Intangible assets were not pledged as collateral.
- (m) Short-term loans
The details of short-term loans were as follows:
| Unsecured bank loans Total Unused lines of credit Range of interest rates |
December 31, 2021 $ - $ - $ 1,979,365 - |
December 31, 2020 |
|---|---|---|
| 700,000 700,000 1,173,097 0.80%~0.85% |
Please refer to Note 8 for assets pledged as collateral for short-term loans.
Please refer to Note 6(y) for the interest rate risk, currency risk and sensitivity analysis of the financial liabilities of the Group.
- (n) Other payables
| Salaries and wages payables Year-end bonus payables Employee remuneration payables Directors’ and supervisors’ remuneration payables Employee benefits liabilities Others |
December 31, 2021 $ 48,584 67,000 14,486 6,727 29,329 124,582 $ 290,708 |
December 31, 2020 |
|---|---|---|
47,042 68,000 14,683 7,010 34,270 103,513 274,518 |
- (o) Long-term loans
The details of long-term loans were as follows:
| Commercial paper payable Less: discount on long-term borrowings Total Unused long-term credit lines Range of interest rates |
December 31, 2021 $ 400,000 1,651 $ 398,349 $ 400,000 1.1610% |
December 31, 2020 |
|---|---|---|
- - - 800,000 - |
- 126 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
The Group signed a 5-year syndicated loan contract with E-SUN bank and six other banks on May 15, 2020, with a revolving credit line of $800,000 from the first appropriation date to maturity date, wherein $800,000 can be appropriated by using the banks’ own fund and $600,000 by using Group-issued commercial paper guaranteed by the banks, and the combined credit line should not exceed $800,000. According to the loan contract, 9 months after the date the contract was signed will be considered as the first appropriation date to calculate the revolving credit even if the credit line is unused after 9 months. The credit line, with a total of five phases, decreases every 6 months, beginning the 36th month after the first appropriation date. The first to fourth phases of the total credit line amounting to $800,000 will decrease by 12.5%, and the fifth phase will decrease by 50%. As the credit line decreases, the residual of the excess credit line will be repaid upon maturity. The Group issued a total of $400,000 commercial paper on February 5, 2021, with restrictions related to the contract are as follows:
Pursuant to the loan contract, for the duration of the loan, the Group must conform to the predetermined financial covenants involving special financial ratios calculated based on the annual consolidated financial statements. If the special financial ratios cannot meet the requirement, the Group should improve within nine months after the end of the fiscal year. If the adjusted financial ratios reviewed by the certified accountant meet the requirements, it will not be regarded as breach of the contract. During the period for adjustment, unused lines of credit, excluding the revolving credit extension, will be suspended until such ratios are in compliance with the contract requirement. However, during the said period, the interest rate and the commercial paper guaranty fee would increase to 1.25% unless the majority of the consortium agreed the exemption. Before the final agreement is made by the majority of the consortium, the violation of financial ratios would not be viewed as breach. The financial covenants were as follows:
-
(i) A minimum current ratio of 100% should be maintained.
-
(ii) A maximum debt ratio of 150% should be maintained.
-
(iii) A minimum times interest earned ratio of 2.5 should be maintained.
-
(iv) Minimum net tangible assets of 140,000 should be maintained.
Assets pledged as collateral for long-term borrowings are disclosed in note 8.
- (p) Lease liabilities
The details of lease liabilities were as follows:
| The details of lease liabilities were as follows: | ||
|---|---|---|
| Current Non-Current |
December 31, 2021 |
December 31, 2020 7,325 61,833 |
| $ 11,644 $ 68,730 |
For maturity analysis, please refer to Note 6(z) Financial Instruments. The amounts recognized in profit or loss were as follows:
| Interest on lease liabilities Expenses relating to short-term leases Expenses relating to leases of low-value assets, excluding short-term leases of low-value assets COVID-19-related rent concessions (recognized as deduction of depreciation expenses of right-of-use assets) |
2021 $ 3,136 |
2020 2,581 1,915 243 1,418 |
|---|---|---|
$ 1,491 |
||
$ 240 $ - |
- 127 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
The amounts recognized in the statement of cash flows for the Group were as follow:
| Total cash outflow for leases | 2021 $ 18,778 |
2020 16,413 |
|---|---|---|
(i) Lease of land, building and construction
The Group leases land and buildings for its office use. The leases of land and buildings run for approximately 2 to 10 years, and the lease period of office premises is usually 2 to 3 years.
Lease payments for certain contracts are subject to changes in the local price index, which usually occur once a year.
Part of the lease includes an option to extend the same period of the original contract at the end of the lease term. The lease agreements for some of the equipment include the option to extend the lease or terminate the lease, which are managed separately by each region, and therefore the individual terms and conditions agreed upon are different within the Group. These options are only for the Group to have enforceable rights and the lessor does not have this right. In the event that it is not possible to reasonably determined the period of the extended lease that will be exercisable, the related payments over the period covered by the option are not included in the lease liability.
(ii) Other leases
The lease period for the Group leased transportation equipment is two to three years.
The Group supervises the use of such transportation equipment and re-measures the lease liability and right-of-use assets on the reporting date.
In addition, the lease term of the Group leased machinery and equipment is one to three years. These leases are short-term or low-value leases. The Group chooses to apply the exemption recognition requirement without recognizing its related right-of-use assets and lease liabilities.
(q) Operating lease
The Group rent its investment property. Since almost all the risks associated with the ownership of the underlying assets are not transferred, this lease contract was classified as an operating lease. Please refer to Note 6(k) Investment property.
The maturity analysis of lease payments was the total undiscounted lease payments to be received in the future disclosed as of December 31, 2021, as below:
Less than one year Between one and two years Between two and four years Undiscounted total lease payments |
December 31, 2021 |
December 31, 2020 |
|---|---|---|
| $ 3,601 2,761 - $ 6,362 |
3,689 3,799 2,913 10,401 |
For the years ended December 31, 2021 and 2020, the investment property rental income recognized in other income amounting to $3,384 and $3,570 respectively. No significant maintenance and repair costs for investment property.
- 128 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
(r) Employee benefits
(i) Defined benefit plan
The defined benefit obligation was as follows:
| Defined benefit plan The defined benefit obligation was as follows: |
||
|---|---|---|
| Present value of defined benefit obligations Fair value of plan assets Net liabilities of defined benefit obligations |
December 31, 2021 |
December 31, 2020 |
| $ 228,880 (127,903) $ 100,977 |
209,209 (122,161) 87,048 |
The Group makes defined benefit plan contributions to the pension fund account at Bank of Taiwan that provides pensions for employees upon retirement. The plan (covered by the Labor Standards Law) entitles a retired employee to receive a lump-sum payment based on years of service and average salary for the six months prior to retirement.
1) Composition of plan assets
The Group set aside pension funds in accordance with the legislation from the Ministry of Labor and managed by the Bureau of Labor Funds. The annual budget for the allocation of the minimum income cannot be lower than the income calculated based on the interest rate of the banks’ two-year time deposit in accordance with the legislation “Management and Utilization of the Labor Pension Funds”.
The Group’s labor pension reserve account balance in Bank of Taiwan amounted to $127,903 as of December 31, 2021. The utilization of the labor pension fund assets includes the asset allocation and yield of the fund. Please refer to the website of the Bureau of Labor Funds, Ministry of Labor.
- 2) Movements in present value of the defined benefit obligations
Changes in present value of the defined benefit obligation were as follows:
| Balance at January 1 Current service and interest cost Remeasurement of the net defined benefit liability -Actuarial loss (gain) on financial assumptions change -Experience Employee benefits paid Balance at December 31 |
2021 $ 209,209 2,148 (1,957) 22,126 (2,646) $ 228,880 |
2020 |
|---|---|---|
202,792 2,834 (3,486) 8,013 (944) 209,209 |
- 129 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
3) Movements of defined benefit plan assets
The movements in the present value of the defined benefit plan assets for the Group were as follows:
| Balance at January 1 Plan expected return Remeasurement of net defined benefit liability (assets) -Return on plan assets (excluding current interest cost) Contributions made by employer Employee benefit paid Balance at December 31 |
2021 | 2020 |
|---|---|---|
| $ 122,161 929 1,232 4,462 (881) |
114,246 1,305 3,241 4,313 (944) 122,161 |
|
$ 127,903 |
4) Expenses recognized in profit or loss
The expenses recognized in profit or loss for the Group were as follows:
| Current service costs Net interest costs on net defined benefit liabilities (assets) Operating cost Selling expenses General and administrative expenses Research and development expenses Actual return on assets |
2021 | 2020 556 973 1,529 1,156 58 180 135 1,529 4,546 |
|---|---|---|
| $ 582 637 |
||
| $ 1,219 |
||
$ 912 50 148 109 |
||
| $ 1,219 |
||
$ 2,161 |
5) Actuarial assumptions
The following are the Group’s principal actuarial assumptions :
| Discount rate Future salary increases |
December 31, 2021 0.750% 1.750% |
December 31, 2020 |
|---|---|---|
0.750% 2.000% |
The expected allocation payment to be made by the Group to the defined benefit plans for the one-year period after the reporting date is $4,326.
The weighted-average lifetime of the defined benefits plans is 16.54 years.
- 130 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
6) Sensitivity analysis
If the actuarial assumptions had changed, the impact on the present value of the defined benefit obligation shall be as follows:
| benefit obligation shall be as follows: | ||
|---|---|---|
| December 31, 2021 Discount rate (change of 0.25%) Change in future salary (change of 0.25%) December 31, 2020 Discount rate (change of 0.25%) Change in future salary (change of 0.25%) |
Present value of defined benefit obligation Increased Decreased $ (7,763) 8,144 $ 7,901 (7,578) $ (7,562) 7,907 $ 7,692 (7,388) |
|
| Increased $ (7,763) $ 7,901 $ (7,562) $ 7,692 |
||
8,144 (7,578) 7,907 (7,388) |
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions remain constant, would have affected the defined benefit obligation by the amounts shown above. The method used in the sensitivity analysis is consistent with the calculation of the pension liabilities in the balance sheets.
There is no change in the method and assumptions used in the preparation of sensitivity analysis for 2021 and 2020.
(ii) Defined contribution plan
The Group allocates 6% of each employee’s monthly wages to the labor pension personal account at the Bureau of the Labor Insurance in accordance with the provisions of the Labor Pension Act. Under this defined contribution plan, the Group allocates a fixed amount to the Bureau of the Labor Insurance without additional legal or constructive obligations.
The pension benefit of Dong Guan Emerging Display Limited, Emerging Display Technologies Corp., U.S.A., EDT-Europe Aps, Emerging Display Korea and EDT-Japan Corp. are based on their respective local regulation of defined contribution plan. The accrued expenses should be recognized as current expenses. Besides, Ying Dar Investment Development Corp., Bae Haw Investment Development Corp., Ying Cheng Investment Corp., Emerging Display International (Samoa) Corp. and Tremendous Explore Corp. (Tremendous Explore Corp. was liquidated in July, 2020) do not have any employee and pension plan. Therefore, there is no pension benefit obligation required.
Details of the Group’s pension costs under the defined contribution method were as follows:
| Operating Cost Selling expenses General and administrative expenses Research and development expenses |
2021 | 2020 |
|---|---|---|
| $ 24,594 5,425 2,270 2,772 |
19,576 5,215 1,689 2,784 29,264 |
|
$ 35,061 |
- 131 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
(s) Income tax
- (i) The amounts of income tax expense (benefit) were as follows:
| Current tax expense Current Adjust previous current tax Deferred tax expense Origination and reversal of temporary differences Change in unrecognized deductible temporary differences Income tax expense |
2021 |
|---|---|
| $ 28,390 (7,124) 21,266 11,326 (1,203) 10,123 $ 31,389 |
No income tax was recognized directly in equity in 2021. The amount of income tax recognized directly in equity for 2020 was as follows:
| recognized directly in equity for 2020 was as follows: | ||
|---|---|---|
| Amount | ||
| Capital surplus - disgorgement | $ | 118 |
| The amount of income tax recognized in other comprehensive income for | 2021 and 2020 | |
| was as follows: |
| Items that will not be reclassified subsequently to profit or loss: Unrealized gains (losses) from investment in equity instruments measured at fair value through other comprehensive income |
2021 $ (66) |
2020 | |
|---|---|---|---|
| 298 |
Reconciliation of income tax and profit before tax is as follows:
| Income before income tax Income tax calculated based on the Group’s tax rate Effect of overseas income tax differences Tax-exempt income for dividend income Tax-exempt income for gains derived from the securities transactions Change in unrecognized temporary differences Investment tax credits Additional tax on undistributed earnings Adjustment for prior periods Others Income tax expenses |
2021 $ 267,924 $ 53,585 3,607 (5,445) (339) (1,203) (10,475) - (7,124) (1,217) $ 31,389 |
2020 274,109 54,822 2,051 (1,862) (1,295) (556) (10,900) 1,894 (2,818) (223) 41,113 |
|---|---|---|
- 132 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
-
(ii) Deferred tax assets and liabilities
-
1) Unrecognized deferred tax assets
Deferred tax assets have not been recognized in respect of the following items:
Pension expense Temporary variances related to invest subsidiaries |
December 31, 2021 $ 84,764 164,835 $ 249,599 |
December 31, 2020 |
|---|---|---|
73,130 157,380 |
||
230,510 |
Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Group can utilize the benefits therefrom.
- 2) Recognized deferred tax assets and liabilities
Changes in the amount of deferred tax assets and liabilities were as follows:
Deferred tax liabilities:
| Balance at January 1, 2021 Recognized in profit or loss Recognized in other comprehensive income Balance at December 31, 2021 Balance at January 1, 2020 Recognized in profit or loss Recognized in other comprehensive income Balance at December 31, 2020 |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income $ 298 - (66) |
Other | Total 354 (48) (66) 240 - 56 298 354 |
|---|---|---|---|
56 (48) - |
|||
$ 232 |
8 |
||
| $ - - 298 |
- 56 - |
||
| $ 298 |
56 |
Deferred tax assets:
| Balance at January 1, 2021 Recognized in profit or loss Effect of exchange rate changes Balance at December 31, 2021 Balance at January 1, 2020 Recognized in profit or loss Effect of exchange rate changes Balance at December 31, 2020 |
Inventory valuation loss |
Unrealized salesprofit |
Unrealized foreign exchange loss 6,314 (5,702) - |
Employee benefits liabilities |
Other | Total |
|---|---|---|---|---|---|---|
| $ 9,290 (1,496) - |
3,062 (1,101) - 1,961 2,713 349 - 3,062 |
4,682 465 - |
8,580 (2,337) (20) |
31,928 (10,171) (20) |
||
| $ 7,794 |
612 | 5,147 | 6,223 |
21,737 |
||
$ 11,046 (1,756) - |
6,076 238 - |
4,346 336 - |
8,822 (235) (7) |
33,003 (1,068) (7) |
||
| $ 9,290 |
6,314 | 4,682 | 8,580 |
31,928 |
(iii) Assessment of tax
The Group’s tax returns for the years through 2019 were assessed by the R.O.C tax authority.
- 133 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
(t) Share capital and other equities
(i) Ordinary shares
As of December 31, 2021 and 2020, the authorized share capital of the Group amounted to$3,500,000, comprising 350,000 thousand shares with a par value of New Taiwan dollars (TWD) 10 per share. Issued shares were both 162,408 thousand shares. The weightedaverage numbers of shares of common stock outstanding excluded treasury stock and the common stock held by the Group’s subsidiaries were both 148,613 thousand shares.
(ii) Capital surplus
The balances of capital surplus were as follows :
| Capital surplus The balances of capital surplus were as follows : |
||
|---|---|---|
Treasury share transactions Disgorgement Return of employee stock ownership trust Total |
December 31, 2021 $ 25,503 473 4 $ 25,980 |
December 31, 2020 |
14,950 473 - 15,423 |
According to the Group Act, any realized capital surplus is initially used to cover any deficit, and the balance, if any, could be transferred to common stock as stock dividend or distributed as cash based on a resolution approved by the stockholders. Realized capital surplus includes the premium derived from the issuance of shares of stock in excess of par value and endowments received by the Group. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the combined amount of any portions capitalized in any one year may not exceed 10% of paid-in capital.
(iii) Retained Earning
The Company’s article of incorporation stipulate that Company’s net earnings, after paying any taxes, should first be used to offset the prior years’ deficits, if any. Of the remaining balance, 10% is to be appropriated as legal reserve. Only if the legal reserve has attained to the paid-in capital could be the exception, besides, special reserves are supposed to set aside or reversed in accordance with the needs of the Company’ s operations or the relevant regulations of the government. And then any remaining profit together with any undistributed retained earnings will be distributable earnings. No more than 80% of current year’s distributable earnings shall be distributed according to the distribution plan proposed by the Board of Directors and submitted to the stockholders’ meeting for approval. But cash-based dividends, including cash distribution from legal reserve and capital surplus, will first have to be approved by the Board of Directors and be reported at the shareholders’ meeting.
The Company’s industry is currently in a steady growth phase. The Company’s dividend policy is to pay dividends from surplus considering the future capital budget requirement and cash requirements and taking into the account of dilution on earnings per share and influence upon returns on equity. Therefore, the future distribution of earnings shall be distributed in cash dividends and/or stock dividends. The ratio of cash dividends shall not be less than 50% of the Company’s total dividends for the year.
1) Legal reserve
When a Group incurs no loss, it may, pursuant to a resolution by a shareholders’ meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.
- 134 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
2) Special reserve
In accordance with the regulation of the FSC, a portion of current-period earnings and undistributed prior-period earnings shall be reclassified as a special earnings reserve during earnings distribution. The amount to be reclassified should equal to the currentperiod total net reduction of other shareholders’ equity. (Current-period earnings and undistributed prior-period earnings were reclassified as a special earnings reserve during the earnings distribution in 2020. Current-period net income after tax plus those undistributed current-period earnings and undistributed prior-period earnings were reclassified as a special earnings reserve during the earnings distribution in 2021.) Similarly, a portion of undistributed prior-period earnings shall be reclassified as a special earnings reserve (and does not qualify for earnings distribution) to account for cumulative changes to other shareholders’ equity pertaining to prior periods. Amounts of subsequent reversals pertaining to the net reduction of other shareholders’ equity shall qualify for additional distributions. As of December 31, 2021 and 2020, resolutions were passed during the board meeting for the Group to reclassify $117,815 and $102,612, respectively, as a special earnings reserve.
3) Earnings distribution
According to the resolutions of the Board of Directors held on March 10, 2021 and the resolutions of the annual shareholders’ meeting held on June 12, 2020, the appropriations of dividend from the distributable retained earnings of 2019 were as follows :
| Dividends distributed to ordinary shareholders (New Taiwan Dollar) Cash |
2020 | 2019 |
|---|---|---|
$ 1.2 |
1.2 |
The amount of cash dividends on the appropriations of earnings for 2021 has been approved during the board meeting on March 10, 2022. The relevant dividend distributions to shareholders is $1.2 per share.
(iv) Other equity (net of tax)
| Balance at January 1, 2021 -Changes of the Group -Disposal of investments in equity instrument designated at FVOCI Balance at December 31, 2021 Balance at January 1, 2020 -Changes of the Group -Disposal of investments in equity instrument designated at FVOCI Balance at December 31, 2020 |
Foreign exchange differences arising from foreign operation |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income |
Total (117,815) 47,563 (34,239) |
|---|---|---|---|
| $ (18,296) (11,702) - |
(99,519) 59,265 (34,239) |
||
| $ (29,998) |
(74,493) |
(104,491) |
|
$ (14,111) (4,185) - |
(88,501) (2,481) (8,537) |
(102,612) (6,666) (8,537) |
|
| $ (18,296) |
(99,519) |
(117,815) |
- 135 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
(v) Treasury stock
The changes of treasury stocks were as follows:
| Reason to repurchase January to December, 2021 To transfer shares to the Group’s employee January to December, 2020 To transfer shares to the Group’s employee |
January 1 | Shares repurchase - - |
(Unit: thousands) Shares retired December 31 - 5,000 - 5,000 |
(Unit: thousands) Shares retired December 31 - 5,000 - 5,000 |
|
|---|---|---|---|---|---|
| 5,000 5,000 |
5,000 5,000 |
In accordance with Article 28-2 of the Securities and Exchange Act requirements as stated above, the number of shares repurchased should not exceed 10 percent of all shares outstanding. Also, the value of the repurchased shares should not exceed the sum of the Group’s retained earnings, share premium, and realized capital reserves. The aforementioned repurchased shares and amount did not exceed statutory limit.
As of December 31, 2021 and 2020, the costs of treasury shares both amounted to $50,739.
In accordance with the requirements of Securities and Exchange Act, treasury shares held by the Group should not be pledged, and do not hold any shareholder rights before their transfer.
Ying Dar Corp. and Bae Haw Corp., subsidiaries of the Group, held the Group’s common stock. In 2021 and 2020, Ying Dar Corp. and Bae Haw Corp. did not purchase or dispose of any of the Group’s shares. As of December 31, 2021 and 2020, Ying Dar Corp. and Bae Haw Corp. together held 8,794 thousand shares of the Group’s common stock. The cost was $122,282 which was recognized in treasury shares. As of December 31, 2021 and 2020, their market values amounted to $171,051 and $169,292, respectively.
(u) Earnings per share
The calculation of basic earnings per share and diluted earnings per share were as follows:
| Basic earnings per share Profit attributable to ordinary shareholders of the Group Weighted-average number of ordinary shares (expressed in thousands of shares) Expressed in New Taiwan dollars Diluted earnings per share Profit attributable to ordinary shareholders of the Group Weighted-average number of ordinary shares (expressed in thousands of shares) Effect of potentially dilutive ordinary stock -Employeeshare bonus (expressed in thousands of shares) Weighted-average number of ordinary shares -diluted(expressed in thousands of shares) Expressed in New Taiwan dollars |
2021 | 2020 233,466 148,613 1.57 233,466 148,613 962 149,575 1.56 |
|---|---|---|
| $ 237,280 |
||
148,613 |
||
$ 1.60 |
||
| $ 237,280 |
||
148,613 886 |
||
| 149,499 | ||
$ 1.59 |
- 136 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
In computing above earnings per share of ordinary shares, the weighted-average numbers of shares of ordinary shares outstanding excluded 8,794 thousand shares of ordinary shares held by the Group’s subsidiaries as treasury shares.
-
(v) Revenue from Contracts with Customers
-
(i) Disaggregation of revenue
Primary geographical markets: Europe USA Others Total Major products: Liquid crystal display modules Capacitive touch panel and capacitive touch panel module Others Total |
For theyears ended December 31, 2021 Domestic North America Other operating department Total $ 2,357,946 - 820 2,358,766 576 920,310 - 920,886 689,306 214,086 359 903,751 $ 3,047,828 1,134,396 1,179 4,183,403 $ 735,636 460,837 - 1,196,473 2,238,348 627,071 - 2,865,419 73,844 46,488 1,179 121,511 $ 3,047,828 1,134,396 1,179 4,183,403 |
For theyears ended December 31, 2021 Domestic North America Other operating department Total $ 2,357,946 - 820 2,358,766 576 920,310 - 920,886 689,306 214,086 359 903,751 $ 3,047,828 1,134,396 1,179 4,183,403 $ 735,636 460,837 - 1,196,473 2,238,348 627,071 - 2,865,419 73,844 46,488 1,179 121,511 $ 3,047,828 1,134,396 1,179 4,183,403 |
For theyears ended December 31, 2021 Domestic North America Other operating department Total $ 2,357,946 - 820 2,358,766 576 920,310 - 920,886 689,306 214,086 359 903,751 $ 3,047,828 1,134,396 1,179 4,183,403 $ 735,636 460,837 - 1,196,473 2,238,348 627,071 - 2,865,419 73,844 46,488 1,179 121,511 $ 3,047,828 1,134,396 1,179 4,183,403 |
|---|---|---|---|
| Domestic | North America |
Other operating department |
|
| $ 2,357,946 576 689,306 |
- 920,310 214,086 |
820 - 359 |
|
$ 3,047,828 |
1,134,396 |
1,179 | |
$ 735,636 2,238,348 73,844 |
460,837 627,071 46,488 |
- - 1,179 |
|
$ 3,047,828 |
1,134,396 |
1,179 |
| Primary geographical markets: Europe USA Others Total Major products: Liquid crystal display modules Capacitive touch panel and capacitive touch panel module Others Total |
**For theyears ended December 31, ** | **For theyears ended December 31, ** | **For theyears ended December 31, ** | 2020 Total |
|---|---|---|---|---|
| Domestic | North America |
Other operating department 437 - 445 |
||
| $ 2,091,963 536 482,622 |
1,724 889,092 270,480 |
2,094,124 889,628 753,547 3,737,299 1,245,598 2,417,280 74,421 3,737,299 |
||
$ 2,575,121 |
1,161,296 |
882 | ||
$ 731,741 1,814,737 28,643 |
513,857 602,543 44,896 |
- - 882 |
||
$ 2,575,121 |
1,161,296 |
882 |
- 137 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
(ii) Contract balance
Accounts receivable (including related parties) Less: Allowance for impairment Total Contract liability-unearned revenue(recognized in other current liabilities) |
December 31, 2021 $ 755,372 (5,842) |
December 31, 2020 | January 1,2020 556,362 (18,771) 537,591 13,031 |
|---|---|---|---|
595,163 (5,613) |
|||
$ 749,530 |
589,550 |
||
$ 40,390 |
33,286 |
Please refer to Note 6(d) for accounts receivables and impairment.
The amount of revenue recognized for the year ended December 31, 2021 and 2020, that was included in the contract liability balance at the beginning of the period were $10,784 and $5,031, respectively.
(w) Employee remuneration and directors’ and supervisors’ remuneration
In accordance with the Articles of incorporation, the Group should contribute no less than 5% of the profit as employee remuneration and less than 3% as directors’ and supervisors’ remuneration when there is profit for the year. However, if the Group has accumulated deficits, the profit should be reserved to offset the deficit. The recipients of shares and cash may include the employees of the Group’s affiliated companies who meet certain conditions.
For the year ended December 31, 2021 and 2020, the Group estimated its employee remuneration amounting to $14,486 and $14,683, and directors’ and supervisors’ remuneration amounting to $8,691 and $8,810, respectively. The estimated amounts mentioned above are calculated based on the net profit before tax, excluding the remuneration to employees, directors and supervisors of each period, multiplied by the percentage of remuneration to employees, directors and supervisors as specified in the Group’s articles. These remunerations were expensed under operating costs or operating expenses during 2021 and 2020. The aforementioned amounts, as stated in the parent-Group-only financial statements, are identical to those of the actual distributions approved by Board of Directors for 2021 and 2020. Related information would be available at the Market Observation Post System website.
- (x) Net other income (expenses)
Net other income (expenses) consists of rental income from investment property and lending space.
-
(y) Non-operating income and expenses
-
(i) Interest income
The details of interest income were as follows:
| Interest income from bank deposits Other Other income The details of other income were as follows: Dividend income Other |
2021 | 2020 9,611 88 9,699 2020 9,320 6,176 15,496 |
|---|---|---|
| $ 1,218 26 |
||
| $ 1,244 |
||
2021 $ 27,447 792 |
||
| $ 28,239 |
(ii) Other income
- 138 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
(iii) Other gains and losses
Details of other gains and losses were as follows:
| i) Other gains and losses Details of other gains and losses were as follows: |
||
|---|---|---|
| Foreign exchange gains (losses) Net gains (losses) on disposal of financial assets (liabilities) measured at fair value through profit or loss Net gains on disposal of property, plant and equipment Others |
2021 | 2020 |
| $ (24,402) 6,227 1,292 (2,354) |
(75,156) 1,818 - (337) |
|
$ (19,237) |
(73,675) |
(iv) Finance costs
Details of finance costs were as follows:
| Interest expenses Bank loans Lease liabilities Management fee of syndicated loan |
2021 | 2020 8,482 2,581 300 11,363 |
|---|---|---|
| $ 5,841 3,136 200 |
||
| $ 9,177 |
-
(z) Financial instruments
-
(i) Credit risk
- 1) Exposure to credit risk
The Group’s maximum exposure to credit risk was the carrying amount of financial assets.
- 2) Concentration of credit risk
As of December 31, 2021 and 2020, two customers accounted for 46.31% and one customer accounted for 45.56% of total accounts receivable, respectively.
- 3) Credit risk of accounts receivable
For credit risk exposure of accounts receivable, please refer to note 6(d).
Other financial assets at amortized cost include other receivables, refundable deposits, and restricted time deposits. All of these financial assets are considered to have low risk, and thus, the credit loss allowance recognized during the period was limited to 12 months expected credit losses. There was no loss allowance recognized. Please refer to notes 6(e) and 6(g).
- 139 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
(ii) Liquidity risk
The following table shows the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.
| December 31, 2021 Non-derivative financial liabilities Secured Long-term loans(including long term loans, current portion)(floating rate) Accounts payable (no interest) Notes payable (no interest) Other payable (no interest) Lease liability (fixed interest) Guarantee deposits received (no interest) December 31, 2020 Non-derivative financial liabilities Secured loans (floating rate) Accounts payable (no interest) Notes payable (no interest) Other payable (no interest) Lease liability (fixed interest) Guarantee deposits received (no interest) Derivative financial liabilities Swap Contract: Cash in Cash out |
Carrying amount |
Contracted cash flows |
Due within 6 months (2,290) (559,800) (86) (290,708) (7,810) - |
Due in 6-12 months |
Due in 1-2years |
Due in 2-5year |
Due in over 5years |
|---|---|---|---|---|---|---|---|
| $ 398,349 559,800 86 290,708 80,374 544 |
(419,034) (559,800) (86) (290,708) (112,713) (544) |
(2,341) - - - (6,683) - |
(4,644) - - - (12,752) (510) |
(409,759) - - - (13,622) (34) |
- - - - (71,846) - |
||
| $ 1,329,861 | (1,382,885) |
(860,694) | (9,024) | (17,906) |
(423,415) |
(71,846) | |
$ 700,000 400,068 1,234 274,518 69,158 558 195 |
(700,756) (400,068) (1,234) (274,518) (102,319) (558) 28,480 (28,703) |
(700,756) (400,068) (1,234) (274,518) (5,700) - 28,480 (28,703) |
- - - - (3,737) - - - |
- - - - (5,068) - - - |
- - - - (11,996) (558) - - |
- - - - (75,818) - - - |
|
| $ 1,445,731 | (1,479,676) |
(1,382,499) |
(3,737) | (5,068) | (12,554) | (75,818) |
The Group does not expect that the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.
(iii) Foreign currency risk
1) Exposure to foreign currency risk
Significant financial assets and liabilities exposed to foreign currency risk were as follows:
| December 31, 2021 Foreign currency Exchange rate TWD amount Financial assets Monetary items USD $ 55,966 27.68 1,549,141 JPY 18,516 0.2405 4,453 CNY 1,061 4.344 4,610 EUR 61 31.32 1,911 Non-monetary items USD 503 27.68 13,922 Financial liabilities Monetary items USD 19,232 27.68 532,329 JPY 15,651 0.2405 3,764 EUR - 31.32 - Non-monetary items USD 800 27.68 22,144 |
December 31, 2021 | December 31, 2021 | December 31, 2021 | December 31, 2020 Foreign currency Exchange rate TWD amount 62,555 28.48 1,781,570 52,538 0.2763 14,516 4,021 4.377 17,601 75 35.02 2,627 2,566 28.48 73,070 14,997 28.48 427,119 16,437 0.2763 4,541 72 35.02 2,534 1,000 28.48 28,480 |
December 31, 2020 Foreign currency Exchange rate TWD amount 62,555 28.48 1,781,570 52,538 0.2763 14,516 4,021 4.377 17,601 75 35.02 2,627 2,566 28.48 73,070 14,997 28.48 427,119 16,437 0.2763 4,541 72 35.02 2,534 1,000 28.48 28,480 |
|---|---|---|---|---|---|
| Foreign currency |
Exchange rate |
TWD amount |
Foreign currency |
Exchange rate |
|
27.68 0.2405 4.344 31.32 27.68 27.68 0.2405 31.32 27.68 |
1,549,141 4,453 4,610 1,911 13,922 532,329 3,764 - 22,144 |
62,555 52,538 4,021 75 2,566 14,997 16,437 72 1,000 |
28.48 0.2763 4.377 35.02 28.48 28.48 0.2763 35.02 28.48 |
- 140 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
2) Sensitivity analysis
The Group’s exposure to foreign currency risk arises from the translation of the cash and cash equivalents, accounts receivables, other receivables, financial assets and liabilities measured at fair value through profit or loss, financial assets measured at fair value through other comprehensive income, loan, accounts payables, and other payables. As of December 31, 2021 and 2020, if the exchange rate of the TWD versus the USD, CNY, JPY, and EUR have increased or decreased by 1%, given no changes in other factors, profit after tax would have increased or decreased by $7,482 and $9,710, and other comprehensive income after tax would have increased or decreased by $111 and $114, respectively. The analysis is performed on the same basis of prior year.
3) Exchange gains and losses on monetary items
The Group has variety kinds of functional currencies, hence we use summarized method to disclose exchange gain (loss) of monetary items. For year 2021 and 2020, foreign exchange loss (including realized and unrealized) amounted to gain (loss) $(24,402) and $(75,156), respectively.
(iv) Interest rate analysis
Please refer to liquidity risk management for the detail of the Group’s financial assets and financial liabilities’ interest exposure.
The sensitivity analysis of interest was made based on the interest rate of derivative and non-derivative instruments at the reporting date. The analysis of liabilities bearing floating interest rates was prepared based on the assumption that the outstanding amount at the reporting date had existed for the whole year. The rate of change used by the Group as interest to report to the management lever is ±0.25% of the interest rate. This also represents the management’s assessment of the reasonable scope of change.
If interest rates on loans had increased or decreased by 0.25% with all other variables held constant. Profit after tax for the years 2021 and 2020 would have been decreased or increased by $800 and $1,400, respectively, mainly as a result of liabilities bearing floating interest rates.
(v) Other price risk
If the prices of equity securities change at reporting date, with all other variables held constant, the influences were as follows:
| Price of securities at reporting date Increase 3% Decrease 3% |
2021 Other comprehensive income after tax Net income after tax $ 12,384 - $ (12,384) - |
2020 Other comprehensive income after tax Net income after tax 7,668 1,412 (7,668) (1,412) |
2020 Other comprehensive income after tax Net income after tax 7,668 1,412 (7,668) (1,412) |
|---|---|---|---|
| Net income after tax |
|||
| 1,412 (1,412) |
|||
$ (12,384) |
- 141 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
(vi) Fair value
1) Categories and fair values of financial instruments
The fair value of financial assets and liabilities at fair value through profit or loss, and financial assets at fair value through other comprehensive income, are measured on a recurring basis. The carrying amount and fair value of the Group’s financial assets and liabilities, including the information on fair value hierarchy are stated below; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, and lease liabilities, disclosure of fair value information is not required:
| Financial assets at fair value through profit or less Forward exchange contracts Financial assets at fair value through other comprehensive income Equity instrument with quoted market prices Equity instrument at fair value without quoted market prices Subtotal Financial assets at amortized cost Cash and cash equivalents Accounts receivable Other receivable Restricted time deposits Refundable deposits (recognized in other non-current financial assets) Subtotal Total financial assets Financial liabilities at amortized cost Bank loans Notes payable Accounts payable Other payable Lease liabilities Guarantee deposits Total financial liabilities Financial assets at fair value through profit or less Debt investment with quoted market price Financial assets at fair value through other comprehensive income Equity instrument with quoted market prices Equity instrument at fair value without quoted market prices Subtotal |
December 31, 2021 | December 31, 2021 | December 31, 2021 | ||
|---|---|---|---|---|---|
| Carrying amount |
Fair value | ||||
| Level 1 Level 2 Level 3 - 42 - 302,975 - - - - 112,586 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - December 31, 2020 |
Total | ||||
| $ 42 | 42 302,975 112,586 - - - - - - - - - - - |
||||
| 302,975 112,586 |
|||||
415,561 |
|||||
816,356 749,530 2,823 3,050 7,988 |
|||||
1,579,747 |
|||||
$ 1,995,350 |
|||||
$ 398,349 86 559,800 290,708 80,374 544 |
|||||
| $ 1,329,861 |
|||||
| Carrying amount |
Fair value | ||||
| Level 1 58,817 160,625 - |
Level 2 - - - |
Level 3 - - 97,826 |
Total | ||
| $ 58,817 | 58,817 160,625 97,826 |
||||
160,625 97,826 |
|||||
258,451 |
- 142 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
| Financial assets at amortized cost Cash and cash equivalents Accounts receivable Other receivable Restricted time deposits Refundable deposits (recognized in other non-current financial assets) Subtotal Total financial assets Financial liabilities at fair value through profit or less Derivative financial liabilities Financial liabilities at amortized cost Bank loans Notes payable Accounts payable Other payable Lease liabilities Guarantee deposits Subtotal Total financial liabilities |
December 31, 2020 | December 31, 2020 | December 31, 2020 | ||
|---|---|---|---|---|---|
| Carrying amount |
Fair Value | ||||
| Level 1 - - - - - - - - - - - - |
Level 2 - - - - - 195 - - - - - - |
Level 3 - - - - - - - - - - - - |
Total | ||
| $ 1,242,331 589,550 6,090 2,051 10,164 |
- - - - - 195 - - - - - - |
||||
1,850,186 |
|||||
$ 2,167,454 |
|||||
$ 195 |
|||||
| 700,000 1,234 400,068 274,518 69,158 558 |
|||||
| 1,445,536 | |||||
$ 1,445,731 |
The Group measures its assets and liabilities use input observable market data. The fair value hierarchy categorizes the inputs used in valuation techniques are as follows:
-
Level 1: quoted prices (unadjusted) in the active markets for identified assets or liabilities.
-
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
-
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
-
2) Valuation techniques for financial instruments measured at fair value
Non-derivative financial instruments
If a financial instrument has a quoted price in an active market, the quoted price is used as fair value. Quoted prices of major stock exchanges and quoted prices of government bonds are the basis for measuring the fair value of stocks listed on an exchange, stocks listed on the OTC, and debt instruments with quoted prices in an active market.
The fair values of the Group’s listed stocks and open-end funds with standard terms and conditions traded in an active markets were determined by the quoted market prices.
- 143 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
Measurements of fair value of financial instruments without an active market are based on a valuation technique. Fair value measured by a valuation technique can be extrapolated from similar financial instruments using the discounted cash flow method, or other valuation technique including a model using observable market data at the reporting date. Using discounted cash flow method to calculate fair value, the main assumption is to reflect monetary time value and return of invest risk to discount and measure based on investee’s estimated future cash flow.
Derivative financial instruments
The fair value of swap contracts and forward exchange contracts is based on quoted prices from the counterparty.
- 3) Transfer between Level 1 to Level 2
There was no transfer between the fair value hierarchy levels for the years ended December 31, 2021 and 2020.
- 4) Movement of financial assets measured at fair value through other comprehensive income categorized as Level 3
| Balance on January 1, 2021 Recognized in other comprehensive income Balance on December 31, 2021 Balance on January 1, 2020 Recognized in other comprehensive income Balance on December 31, 2020 |
Financial assets measured at FVOCI Unquoted equity instruments $ 97,826 14,760 $ 112,586 $ 139,872 (42,046) $ 97,826 |
|---|---|
- 5) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement
The Group’s financial instruments that use Level 3 inputs to measure fair value include - fair value through other comprehensive income equity investments.
The Group’s equity investments without active market in Level 3 have more than one significant unobservable inputs. The significant unobservable inputs of equity investments without active market are individually independent, and there is no correlation between them.
Quantified information of significant unobservable inputs was as follows:
- 144 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
| Item Financial assets at fair value through other comprehensive income- equity investments without an active market Financial assets at fair value through other comprehensive income- equity investments without an active market |
Valuation technique Discounted Cash Flow Method Net Asset Value Method |
Significant unobservable inputs |
Inter-relationship between significant unobservable inputs and fair value measurement |
|---|---|---|---|
‧ Continuing growth rate(1.44% and 0.48%, respectively, as of December 31, 2021 and 2020) ‧ Weighted average costof capital (9.75% and 10.52%, respectively, as of December 31, 2021 and 2020) ‧ Market illiquiditydiscount rate (58.64% and 60.73%, respectively, as of December 31, 2021 and 2020) ‧ Non-controllinginterests discount rate (29.48% and 29.87%, respectively, as of December 31, 2021 and 2020) ‧ Net Asset Value |
‧ The higher thecontinuing growth rate is, the higher the estimated fair value would be. ‧ The higher the weightedaverage cost of capital is, the lower the estimated fair value would be. ‧ The higher the marketilliquidity discount rate is, the lower the estimated fair value would be. ‧ The higher thenoncontrolling interests discount is, the lower the estimated fair value would be. N/A |
- 6) Fair value measurements in Level 3 – sensitivity analysis of reasonably possible alternative assumptions
For fair value measurements in Level 3, changing one or more of the assumptions to reflect reasonably possible alternative assumptions would have the following effects on other comprehensive income:
| Inputs December 31,2021 Continuing growth rate 1.44% Weighted average cost of capital 9.75% Market illiquidity discount rate 58.64% Non-controlling interests discount rate 29.48% |
Changes in fair value reflected in OCI Fluctuation in inputs Favorable Unfavorable 0.1% $ 1,050 1,050 0.1% 1,400 1,400 1% 2,240 2,170 1% 1,260 1,260 |
|
|---|---|---|
- 145 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
| Inputs December 31,2020 Continuing growth rate 0.48% Weighted average cost of capital 10.52% Market illiquidity discount rate 60.73% Non-controlling interests discount rate 29.87% |
Fluctuation in inputs 0.1% 0.1% 1% 1% |
Changes in fair value reflected in OCI |
Changes in fair value reflected in OCI |
|
|---|---|---|---|---|
| Favorable $ 700 350 1,960 1,120 |
Unfavorable | |||
700 350 1,960 1,120 |
The favorable and unfavorable effects represent the changes in fair value, which is based on a variety of unobservable inputs calculated using a valuation technique. The analysis above only reflects the effects of changes in a single input, and it does not include the interrelationships with another input.
-
(aa) Financial risk management
-
(i) Overview
The Group has exposures to the following risks arising from its financial instruments:
-
1) Credit risk
-
2) Liquidity risk
-
3) Market risk
In this note expressed the information of risk exposure and objectives, policies and process of risk measurement and management. For detailed information, please refer to the related notes of each risk.
- (ii) Structure of risk management
The Board of Directors has the overall responsibility for the establishment and oversight of the Group’s risk management framework. Every department is responsible for planning and controlling the risk management of the Group’s operation and reports it to the Board regularly.
The Group’s risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions, products and services offered. The Group, through its training and management standards and procedures, aim to develop a disciplined and constructive control environment, in which all employees understand their roles and obligations.
The supervisor of the Group oversees how the management complies in monitoring the Group’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The supervisor is assisted in its oversight role by an internal Audit. An Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Board of Directors.
(iii) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers, bank deposits, derivative financial instruments, and investment securities.
- 146 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
1) Accounts receivable
The credit risk is impacted by the individual situation of each client. The Group continuously monitors the information concerning client credit risk factors, such as the default risk of the industries and countries in which the customers operate.
According to the credit policy, the Group has to evaluate the credit of each new customer before setting the payment and delivery terms. The evaluations include external credit ratings, if available, and bank references. The Group reviews credit limits periodically and requires customers to pay in advance when the customers’ credit ratings did not meet the benchmark.
2) Investments
The credit risk exposure in the bank deposits and derivative financial instruments are measured and monitored by the finance department. Since the Group’s transactions were with financial institutions with good credit ratings, there were no noncompliance issues, and therefore, there is no significant credit risk. Investments in other financial instruments are measured and monitored by the finance department with the instruction from the chairman to ensure each risk of investment target is under the Group’s affordable level.
(iv) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting its obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it always has sufficient liquidity to meet its liability when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group reputation.
As of December 31, 2021 and 2020, the Group has unused credit facilities for short-term loan amounting to $2,379,365 and $1,973,097, respectively.
(v) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices, which will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control the market risk exposures within acceptable parameters, while optimizing the return.
The Group engages in derivative financial instruments trading in order to manage the market risk, thus, generating financial liabilities or financial assets, all the execution of those transactions were under the Board’s instruction.
1) Currency risk
The Group is exposed to currency risk on sales and purchases that are denominated in a currency other than the respective functional currencies of the Group’s entities, primarily the New Taiwan dollar TWD), US dollar (USD), Japan Yen (JPY), Danish Krone (DKK), China Yuan (CNY) and Korean Won (KRW). The currencies used in these transactions are the TWD, USD, JPY, EUR and CNY.
- 147 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
At any point of time, the Group’s principle is to hedge using the net values after offsetting payables and receivables or assets and liabilities which are generated by business operation. The Group mainly hedges its currency risk using the foreign exchange agreements wherein the maturity date is less than 6 months.
2) Interest risk
The Group adopts a policy to ensure the exposure of changes in interest rates on borrowings is evaluated by the trend in market interest rates. The Group can manage its interest risk through maintaining an appropriate portfolio of floating interest rate and fixed interest rate.
3) Other market price risk
The Group is exposed to equity price risk due to the investments in equity instruments and mutual funds that contain uncertainty of future prices risk. Therefore, the Group monitors and manages the equity investments by holding different investment portfolio and regularly updating the information of equity instruments and mutual funds investment.
(ab) Capital management
The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Capital consists of common stocks, non-redeemable preference stocks, retained earnings and non-controlling interests of the Group. The Board of Directors monitors the return on capital as well as the level of dividends to common shareholders.
The Group meets its objectives in managing its capital to safeguard the capacity to continue to operate, to continue to provide a return on shareholders and interest of other related parties and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the dividend payment to the shareholders, reduce the capital for redistribution to shareholders, issue new shares or sell assets to settle any liabilities.
The Group and other entities in the same industry use the debt-to-equity ratio to manage their capital. This ratio is the total net debt divided by the total capital. The net debts from the balance sheet are derived from the total liabilities, less cash and cash equivalents. The total capital and equity include stock capital, capital surplus, retained earnings, other equity, and non-controlling interest. In 2021, the Group’s capital management strategy is consistent with the prior year. The Group’s debt-to-equity ratio at the end of the reporting period as at December 31, 2021 and 2020, is as follows:
| December 31, 2021 and 2020, is as follows: | ||
|---|---|---|
| Net debt Total equity Debt-to-equity ratio |
December 31, 2021 |
December 31, 2020 |
| $ 700,704 $ 2,072,383 33.81% |
386,293 1,980,565 19.50% |
(ac) Investing and financing activities not affecting current cash flow
The Group’s investing and financing activities which did not affect the current cash flow were as follows:
(i) Please refer to Note 6(j) for right of use assets.
- 148 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
(ii) Reconciliation of liabilities arising from financing activities were as follows:
| January 1, 2021 Short-term loans $ 700,000 Long-term loans (including long term loans, current portion) (1,600)(Note1) Lease liabilities 69,158 Guarantee deposits 558 Total liabilities from financing activities $ 768,116 January 1, 2020 Short-term loans $ 400,000 Long-term loans (including long term loans, current portion) 319,555 Lease liabilities 78,482 Guarantee deposits 587 Total liabilities from financing activities $ 798,624 |
Cash flows | Non-cash changes | Non-cash changes | Changes in lease payments - - - - - |
December 31, 2021 - 398,349 80,374 544 479,267 December 31, 2021 700,000 - 69,158 558 769,716 |
|
|---|---|---|---|---|---|---|
| Foreign exchange movement |
Amortization | Other (Note 2) |
||||
(700,000) 400,000 (13,985) - |
- - (417) (14) (431) |
- (51) - - (51) Non-cash |
- - 25,618 - 25,618 changes |
|||
| (313,985) | ||||||
Cash flows |
||||||
| Foreign exchange movement - - (134) (29) (163) |
Amortization | Other (Note 2) |
Changes in lease payments - - (1,418) - (1,418) |
|||
300,000 (320,000) (11,616) - |
- 445 - - 445 |
- - 3,844 - |
||||
| (31,616) | 3,844 | |||||
Note 1: Prepaid expense related to syndicated loan Note 2: Reduction of right-of-use assets
(7) Related-party transactions
Key management personnel compensation
- 1) Key management personnel compensation comprised:
| Short-term employee benefits Post-employment benefits Termination benefits Other long-term benefits Share-based payments |
2021 | 2020 |
|---|---|---|
| $ 32,313 489 - - - |
27,401 415 - - - |
|
| $ 32,802 |
27,816 |
- 2) In 2020, according to the requirement under Section 157 Short-swing Trading of the Securities and Exchange Act, the amount arising from the exercise of disgorgement after tax was $473, which was recognized as capital surplus.
(8) Pledged assets
The carrying values of pledged assets were as follows:
| Pledged assets Restricted time deposits-current Restricted time deposits-non- current Property, plant and equipment- buildings |
Purpose Guarantee for customs Performance guarantee Guarantee for long-term borrowings |
December 31, 2021 $ 2,538 512 173,195 $ 176,245 |
December 31, 2020 1,525 526 - 2,051 |
|---|---|---|---|
- 149 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
(9) Commitments and contingencies
-
(a) As of December 31, 2021 and 2020, the Group’s unused letters of credit for purchases of raw materials and equipment amounted to $2,075 and $4,422, respectively.
-
(b) As of December 31, 2021 and 2020, the Group has signed contracts for the purchase of equipment. The unrecognized contingencies of those contracts amounted to $4,154 and $1,995, respectively.
(10) Losses due to major disasters: None.
(11) Subsequent events
The Group’s Board of Directors approved resolutions to retire treasury stocks amounting to 5,000 thousand shares on January 12, 2022. As of March 10, 2022, the related registration procedures had been completed.
(12) Other
The followings were the summary statement of current period employee benefits, depreciation and amortization expenses by function:
| By function By item |
2021 |
2021 |
2021 |
2020 | 2020 | 2020 |
|---|---|---|---|---|---|---|
| Cost of sales |
Operating expenses |
Total | Cost of sales |
Operating expenses |
Total | |
| Employee benefits (Note) Salary Labor and health insurance Pension expense Remuneration of directors Others Depreciation Amortization |
454,583 47,131 25,506 - 5,412 49,629 284 |
212,032 15,360 10,774 13,532 1,590 14,046 965 |
666,615 62,491 36,280 13,532 7,002 63,675 1,249 |
413,701 41,950 20,732 - 4,513 61,536 308 |
219,648 15,422 10,061 11,540 1,481 13,169 1,139 |
633,349 57,372 30,793 11,540 5,994 74,705 1,447 |
Note: The Government subsidy related to COVID-19 for December 31, 2021 and 2020 amounted to $7,832 and $4,511, was recognized in decrease of Employee benefits.
(13) Supplementary disclosure requirements
- (a) Information on significant transactions:
In accordance with the ROC “Guidelines Governing the Preparation of Financial Reports by Securities Issuers”, the required disclosures for the year ended December 31, 2021 were as follows:
-
(i) Loans extended to other parties: None.
-
(ii) Guarantees provided to other parties: None.
-
(iii) Securities owned as of December 31, 2021 (subsidiaries, associates and joint ventures not included):
| Name of **security holder ** |
Name of security and type |
Relationship between issuer of security and the security **holder ** |
Financial statement account |
**December ** | **December ** | 31, 2021 | 31, 2021 | Highest percentage of ownership during the **year ** |
Remarks |
|---|---|---|---|---|---|---|---|---|---|
| Units (shares) |
Carrying value |
Percentage of ownership |
Fair value |
||||||
| The Group The Group |
Ascendax Venture Capital Corp. stock Chenfeng Optronics Corp. stock |
- - |
Financial assets at fair value through other comprehensive income-noncurrent Financial assets at fair value through other comprehensive income-noncurrent |
1,749,300 1,000,000 |
21,376 13,030 |
5.25% 1.37% |
21,376 13,030 |
5.25% 1.37% |
- - |
- 150 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
| Name of **security holder ** |
Name of security and type |
Relationship between issuer of security and the security **holder ** |
Financial statement account |
**December ** | 31, 2021 | Highest percentage of ownership during the **year ** |
Remarks |
||
|---|---|---|---|---|---|---|---|---|---|
| Units (shares) |
Carrying value |
Percentage of ownership |
Fair value |
||||||
| The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group The Group Ying Dar Investment Development Corp. Ying Dar Investment Development Corp. Bae Haw Investment Development Corp. Bae Haw Investment Development Corp. Bae Haw Investment Development Corp. Ying Cheng Investment Corp. |
Fubon Financial Holding Co., Ltd. preference stock Innolux Corp. stock Quanta Computer Inc. stock Pegatron Co., Ltd. stock Chicony Electronics Co., Ltd. stock Lite-On Technology Corp. stock Mega Financial Holding Co., Ltd. stock Taiwan Cement Corp., Ltd. stock Coasia Microelectronics Corp., stock Shian Yih Electronic Co., Ltd. stock Becton, Dickinson and Group stock Shian Yih Electronic Co., Ltd. stock The Group’s stock Everest Technology Inc. Shian Yih Electronic Co., Ltd. stock The Group’s stock Chenfeng Optronics Corp. stock |
- - - - - - - - - - - - Parent Group - - Parent Group - |
Financial assets at fair value through other comprehensive income-noncurrent Financial assets at fair value through other comprehensive income-current Financial assets at fair value through other comprehensive income-current Financial assets at fair value through other comprehensive income-current Financial assets at fair value through other comprehensive income-current Financial assets at fair value through other comprehensive income-current Financial assets at fair value through other comprehensive income-current Financial assets at fair value through other comprehensive income-current Financial assets at fair value through other comprehensive income-current Financial assets at fair value through other comprehensive income-current Financial assets at fair value through other comprehensive income-current Financial assets at fair value through other comprehensive income-current Financial assets at fair value through other comprehensive income-noncurrent Financial assets at fair value through other comprehensive income-noncurrent Financial assets at fair value through other comprehensive income-current Financial assets at fair value through other comprehensive income-noncurrent Financial assets at fair value through other comprehensive income-noncurrent |
13,845 1,147,089 699,000 216,000 300,000 620,000 1,236,000 790,000 459,344 480,000 2,000 550,000 5,346,672 1,000,000 395,000 3,447,716 6,000,000 |
874 22,483 66,195 14,925 24,690 39,556 43,940 37,920 7,120 10,560 13,922 12,100 103,993 - 8,690 67,058 78,180 |
- 0.01% 0.02% 0.01% 0.04% 0.03% 0.01% 0.01% 0.32% 0.78% 0.01% 0.90% 3.29% 1.47% 0.65% 2.12% 8.22% |
874 22,483 66,195 14,925 24,690 39,556 43,940 37,920 7,120 10,560 13,922 12,100 103,993 - 8,690 67,058 78,180 |
- 0.01% 0.02% 0.01% 0.04% 0.03% 0.01% 0.01% 0.32% 0.78% 0.01% 0.90% 3.29% 1.47% 0.65% 2.12% 8.22% |
- - - - - - - - - - - - (Note) - (Note) - |
Note: It was eliminated in the consolidation.
-
(iv) Accumulated trading amount of a single security in excess of $300 million or 20% of the Group’s issued stock capital: None.
-
(v) Acquisition of property, plant and equipment in excess of $300 million or 20% of issued stock capital: None.
-
(vi) Disposal of property, plant and equipment in excess of $300 million or 20% of issued stock capital: None.
-
(vii) Sales to and purchases from related parties in excess of $100 million or 20% of issued stock capital was as follows:
| Purchasing (selling) company |
Related party | Nature of Relationship |
Details of t | ransaction | Circumstances of and reasons for deviation from regular trading conditions |
Circumstances of and reasons for deviation from regular trading conditions |
Resulting receivables (payables) |
Resulting receivables (payables) |
Remarks | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase (sale) |
Amount | Percentage of net Purchases (sales) |
Credit line |
Unit price |
Payment terms | Balance | Percentage of notes and accounts receivable (payable) |
||||
| The Group | Emerging Display Technologies Corp., U.S.A. |
Subsidiary of the Group |
Sale | 1,038,132 | 25.41% | 3 months |
Sales prices offered to Emerging Display Technologies Corp., U.S.A. were not significantly different from those offered to other customers. |
Considering the special trading practices in North American market, the Group set credit duration as three months for North American market, which is slightly longer than one to three months set in other markets. |
310,944 | 38.44% | (Note) |
- 151 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
| Purchasing (selling) company |
Relatedparty | Nature of relationship |
Details of transaction | Details of transaction | Details of transaction | Details of transaction | Circumstances of and reasons for deviation from regular trading conditions |
Circumstances of and reasons for deviation from regular trading conditions |
Resulting receivables (payables) |
Resulting receivables (payables) |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase (sale) |
Amount | Percentage of net purchases (sales) |
Credit line |
Unitprice | Payment terms | Balance | Percentage of notes and accounts receivable (payable) |
||||
| Emerging Display Technologies Corp., U.S.A. The Group Dong Guan Emerging Display Limited |
The Group Dong Guan Emerging Display Limited The Group |
Subsidiary of the Group Sub-subsidiary of the Group Sub-subsidiary of the Group |
Purchase Purchase (processing expense) Sale (processing revenue) |
1,038,132 200,133 200,133 |
100.00% 7.31% 100.00% |
3 months 1~3 months 1~3 months |
The Group is the major supplier for Emerging Display Technologies Corp., U.S.A. There is no comparable transaction. The Group is the only entity the sub-subsidiary provides processing service to. There is no comparable transaction. The Group is the only entity the sub-subsidiary provides processing service to. There is no comparable transaction. |
The Group is the major supplier for Emerging Display Technologies Corp., U.S.A. The Group is the only entity the sub-subsidiary provides processing service to. The Group is the only entity the sub-subsidiary provides processing service to. |
310,944 27,082 27,082 |
100.00% 5.09% 100.00% |
(Note) (Note) (Note) |
Note: It was eliminated in the consolidation.
(viii) Receivables from related parties in excess of $100 million or 20% of issued stock capital were as follows:
| Name of Group the has the receivables |
Counterparty | Relationship | Balance of amount | Turnover ratio |
Overdue | Overdue | Amount collected in the subsequentperiod |
Allowance for doubtful accounts |
Remarks |
|---|---|---|---|---|---|---|---|---|---|
| Amount | Status | ||||||||
| The Group | Emerging Display Technologies Corp.,U.S.A. |
Subsidiary of the Group | Accounts receivable of $310,944 |
4.05 | - |
- | 238,996 | - | (Note) |
Note: It was eliminated in the consolidation.
(ix) Derivative financial instrument transactions: Please refer to Note 6(b).
- (x) Significant inter-Group transactions:
| No. | Name | Counterparty | Relationship (Note) |
Details of transaction | Details of transaction | Details of transaction | Details of transaction |
|---|---|---|---|---|---|---|---|
| Subject |
Amount |
Term of trading | % of total consolidated revenue or total asset |
||||
| 0 | The Group | Emerging Display Technologies Corp., U.S.A. |
1 |
Sales revenue Accounts receivable |
1,038,132 310,944 |
Considering the trading practices in North American market, the Group set credit duration as three months for North American market, which is slightly longer than one to three months set in other markets. The price in North American market is not significantlydifferent from that ingeneral market. |
24.82% 8.66% |
| 0 | The Group | Emerging Display Technologies Corp., U.S.A. |
1 | Selling expenses - Commission Otherpayable |
42 21 |
No non-related-party transaction to compare to. |
- |
| 0 | The Group | EDT-Europe ApS | 1 | Selling expenses - Commission Other payable |
58,210 9,434 |
No non-related-party transaction to compare to. |
1.39% 0.26% |
| 0 | The Group | Emerging Display TechnologiesKorea |
1 | Selling expenses - Commission |
3,862 | No non-related-party transaction to compare to. |
0.09% |
| 0 | The Group | EDT-Japan Corp. | 1 | Selling expenses - Commission |
13,368 | No non-related-party transaction to compare to. |
0.32% |
| 0 | The Group | Dong Guan Emerging Display Limited |
1 | Processing cost Accounts payable |
200,113 27,082 |
No non-related-party transaction to compare to. |
4.78% 0.75% |
Note: Relationship notes as follows,
-
1) Parent Group to subsidiary
-
2) Subsidiary to parent Group
-
3) Subsidiary to subsidiary
-
152 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
(b) Information on investees:
Relevant information about investees is as follows: (excluding information on investees in Mainland China):
| Name of investor |
Name of investee | Location | Business Scope |
Original cost of investment |
Original cost of investment |
Held at the end of term | Held at the end of term | Held at the end of term | Highest percentage owned during theyear |
Net income (loss) of the investee |
Investment income (loss) recognized |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 |
December 31, 2020 |
Shares owned |
Percentage owned |
Carrying value |
||||||||
| The Group | Emerging Display Technologies Corp., U.S.A. |
USA |
Trading | 121,656 | 121,656 |
3,500,000 | 100.00% |
92,754 (Note 1) |
100.00% | 12,616 |
12,646 | Subsidiary (Note 3) |
| The Group |
Emerging Display International (Samoa) Corp. |
Samoa | Investment holding |
180,503 | 180,503 |
5,984,071 | 78.49% |
60,475 |
78.49% | (16,595) |
(13,025) | Subsidiary (Note 3) |
| The Group |
EDT-Europe ApS |
Denmark | Customer service and business support |
2,077 | 2,077 |
125,000 | 100.00% |
2,715 |
100.00% | 1,333 |
1,333 | Subsidiary (Note 3) |
| The Group |
Emerging Display Technologies Korea |
Korea |
Customer service and business support |
1,677 | 1,677 |
58,212,500 | 100.00% |
1,524 |
100.00% | 242 |
242 | Subsidiary (Note 3) |
| The Group |
EDT-Japan Corp. |
Japan | Customer service and business support |
17,401 | 17,401 |
5,000 | 100.00% |
6,299 |
100.00% | 1,842 |
1,842 | Subsidiary (Note 3) |
| The Group |
Ying Dar Investment Development Corp. |
Taiwan | Investment | 89,000 | 89,000 |
8,900,000 | 100.00% |
26,100 |
100.00% | 6,577 |
161 (Note 2) |
Subsidiary (Note 3) |
| The Group |
Bae Haw Investment Development Corp. |
Taiwan | Investment | 89,000 | 89,000 |
8,900,000 | 100.00% |
38,569 |
100.00% | 3,247 |
(890) (Note 2) |
Subsidiary (Note 3) |
| The Group |
Ying cheng Investment Corp. |
Taiwan | Investment | 84,000 | 84,000 |
8,400,000 | 52.50% |
46,217 |
52.50% | (100) |
(53) | Subsidiary (Note 3) |
| Ying Dar Investment Development Corp |
Emerging Display International (Samoa) Corp. |
Samoa | Investment holding |
13,234 | 13,234 |
450,000 | 5.90% |
4,546 |
5.90% | (16,595) |
(979) | Subsidiary (Note 3) |
| Bae Haw Investment Development Corp |
Emerging Display International (Samoa) Corp. |
Samoa | Investment holding |
25,488 | 25,488 |
870,000 | 11.41% |
8,791 |
11.41% | (16,595) |
(1,893) | Subsidiary (Note 3) |
Note 1: It was deducted unrealized profit from sales $9,804.
Note 2: Cash dividends to subsidiaries, which were reclassified as capital surplus, were deducted. Note 3: It was eliminated in the consolidation.
(c) Information on investments in Mainland China:
(i) Information on investments in Mainland China:
| Investee group |
Main businesses and products |
Received capital |
Investment method A |
ccumulated amount invested in Mainland China as of Jan. 1, 2021 |
Invested capital remitted from or repatriated to Taiwan |
Invested capital remitted from or repatriated to Taiwan |
Accumulated amount invested in Mainland China as of Dec. 31, 2021 |
Net income of investee |
The Group’s direct or indirect investment ratio |
Highest ratio during the year |
Investment gain (loss) recognized by the Group |
Book value of the investment as of Dec. 31, 2021 |
Accumulated investment income repatriated to Taiwan as of Dec. 31, 2021 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remittance | Repatriation | ||||||||||||
| Dong Guan Emerging Display Limited |
Manufacturing of LCDs and Touch panel |
248,516 (US$ 7,625,300) |
Investing through a third country by establishing a holding Group in a third country. ( 6 |
219,225 US$ ,746,936) (Note 1) |
- | - | 219,225 (US$ 6,746,936) |
(16,324) | 95.80% (Note 2) |
95.80% |
(15,639) Based on the investee’s financial statements audited by the same auditor as the Group (Note 3) |
65,412 (Note 4) |
- |
(ii) Limitation on investment in Mainland China:
| Accumulated investment amount remitted from Taiwan to Mainland China as of December 31, 2021 |
Investment amount approved by the Investment Commission, Ministry of Economic Affairs |
Limit on investment in Mainland China set by the Investment Commission, Ministry of Economic Affairs |
|---|---|---|
| 191,952 (Note 8) (US$6,934,668) (Note 5) |
386,184 (Note 8) (US$13,951,732) (Note 6) |
1,357,830 (Note 7) |
- 153 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
-
Note 1: The amount includes $13,234 which was invested by Ying Dar Investment Development Corp. and $25,488 which was invested by Bae Haw Investment Development Corp.
-
Note 2: The ratio includes 5.90% which was held by Ying Dar Investment Development Corp. and 11.41% which was held by Bae Haw Investment Development Corp.
-
Note 3: The amount includes a loss of $963 which was recognized by Ying Dar Investment Development Corp. and a loss of $1,863 which was recognized by Bae Haw Investment Development Corp.
-
Note 4: The amount includes $4,029 which was invested by Ying Dar Investment Development Corp. and $7,791 which was invested by Bae Haw Investment 。
-
Development Corp
-
Note 5: The amount includes the remaining capital amounting to US$188,732 of Emerging Technologies Int’l Trading (Shanghai) Co., Ltd. didn’t remit back after it had completed liquidation in 2009 due to net loss.
-
Note 6: The approved amount includes US$637,732 obtained from Ying Dar Investment Development Corp. and US$870,000 obtained from Bae Haw Investment Development Corp. The amount obtained from Ying Dar Investment Development Corp. includes the remaining capital amounting to US$187,732 of Emerging Technologies Int’l Trading (Shanghai) Co., Ltd. didn’t remit back after it had completed liquidation in 2009 due to net loss.
-
Note 7: The amount includes $78,055 for Ying Dar Investment Development Corp. and $63,376 for Bae Haw Investment Development Corp.
-
Note 8: Transactions denominated in foreign currencies were recorded using the rate of exchange at December 31, 2021.
-
(iii) Significant transactions:
The significant inter-Group transactions with the subsidiary in Mainland China, which were eliminated in the preparation of the consolidated financial statements, are disclosed in “Information on significant transactions”.
- (d) Major shareholders:
| “Information on significant transactions”. Major shareholders: |
||
|---|---|---|
| Shareholding Shareholder’s name |
Shares | Percentage |
| Tseng, Jui-Ming | 11,043,723 | 6.8% |
-
Note 1: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Group as of the last business day for the current quarter. The share capital in the financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.
-
Note 2: If a shareholder delivers the shareholdings to the trust, the above information will be disclosed by the individual trustee who opened the trust account. For shareholders who declare insider shareholdings with ownership greater than 10% in accordance with the Security and Exchange Act, the shareholdings include shares held by shareholders and those delivered to the trust over which shareholders have rights to determine the use of trust property. For information relating to insider shareholding declaration, refer to Market Observation Post System.
-
154 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
(14) Segment information
(a) General information
The Group has three reportable segments: the domestic segment, the North America segment and the mainland China segment. The domestic segment includes sales division, research develop division and manufacturing division. It engages in designing, manufacturing and selling of liquid crystal displays modules and capacitive touch panel, and functions as operating headquarters of the Group. The North America segment engages mainly in expanding the North American trading business and implements marketing function in North America. The North America segment engages in the sale of liquid crystal displays provided by the domestic segment. The mainland China segment engages in the manufacture of processing raw materials and supplies provided by the domestic segment and it deals mainly in the business of manufacturing liquid crystal display modules and capacitive touch panel.
- (b) Information which should be reported includes the segment income, segment assets, and segment liabilities, and their measurement basis and reconciliation information
The reported amounts are consistent with the management reports adopted by decision makers. There was no material inconsistency between the accounting policies of reportable segments and the accounting policies described in Note 4. The reportable segments’ income was measured using the operating income before tax, which was also used as the basis for performance evaluation.
Sales and other transactions among consolidated entities were considered as transactions with third parties and they are measured based on the market value. Reportable segment information is as follows:
| Revenue Sales to customers other than consolidated entities Sales among consolidated entities Interest revenue Total revenue Interest expenses Depreciation and amortization Segment income Segment assets Segment liabilities Revenue Sales to customers other than consolidated entities Sales among consolidated entities Interest revenue Total revenue Interest expenses Depreciation and amortization Segment income Segment assets Segment liabilities |
**For theyears ended December 31, ** | **For theyears ended December 31, ** | **For theyears ended December 31, ** | 2021 | ||
|---|---|---|---|---|---|---|
| Domestic | North America |
Mainland China |
Other operating department |
Adjustments and elimination |
Total | |
| $ 3,047,828 1,037,374 1,184 |
1,134,396 42 1 |
- 200,113 59 |
1,179 75,440 - |
- (1,312,969) - |
4,183,403 - 1,244 |
|
$ 4,086,386 |
1,134,439 |
200,172 |
76,619 | (1,312,969) | 4,184,647 |
|
$ 7,984 |
60 |
1,000 |
133 |
- |
9,177 |
|
$ 47,854 |
3,072 | 10,609 |
3,389 | - | 64,924 |
|
$ 272,192 |
13,913 |
(16,424) |
3,717 |
(5,474) | 267,924 |
|
$ 3,328,326 |
444,707 |
150,018 |
27,009 |
(360,617) |
3,589,443 |
|
$ 1,427,514 |
342,284 |
81,739 |
16,470 |
(350,947) |
1,517,060 |
|
2020 |
||||||
| Domestic | North America |
Mainland China |
Other operating department |
Adjustments and elimination - (1,322,172) (103) |
Total | |
| $ 2,575,121 1,067,312 9,764 |
1,161,296 157 1 |
- 179,987 37 |
882 74,716 - |
3,737,299 - 9,699 |
||
$ 3,652,197 |
1,161,454 |
180,024 |
75,598 | (1,322,275) |
3,746,998 |
|
$ 10,853 |
221 |
282 |
110 |
(103) |
11,363 |
|
$ 61,469 |
2,983 | 8,185 |
3,515 | - |
76,152 |
|
$ 285,731 |
10,430 |
(9,028) |
2,416 |
(15,440) | 274,109 |
|
$ 3,441,342 |
310,291 |
144,865 |
31,559 |
(318,868) |
3,609,189 |
|
$ 1,639,092 |
217,736 |
53,503 |
21,956 |
(303,663) |
1,628,624 |
- 155 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
The following is the explanation of material reconciliation item:
-
(i) For the years ended December 31, 2021 and 2020, the operating segments revenue eliminated from the consolidated entities were $1,312,969 and $1,322,275, respectively.
-
(ii) For the years ended December 31, 2021 and 2020 the operating segments profit and loss eliminated from the consolidated entities were $5,474 and $15,440, respectively.
-
(iii) For the years ended December 31, 2021 and 2020, the operating segments assets eliminated from the consolidated entities were $360,617 and $318,868, respectively.
-
(iv) For the years ended December 31, 2021 and 2020, the operating segments liabilities eliminated from the consolidated entities were $350,947 and $303,663, respectively.
-
(c) Products and services information
Sales to customers other than consolidated entities, classified by products and services, were as follows:
| Production Liquid crystal display modules Capacitive touch panel and capacitive touch panel module Others Total |
2021 | 2020 1,245,598 2,417,280 74,421 3,737,299 |
|---|---|---|
| $ 1,196,473 2,865,419 121,511 |
||
$ 4,183,403 |
- (d) Geographic information
Sales to customers other than consolidated entities, classified by location of customers, were as follows:
| Geographic area Sales to customers other than consolidated entities: Mainland China Europe USA Japan Taiwan Korea Others Total |
2021 | 2020 257,393 2,094,124 889,628 77,541 319,368 65,791 33,454 3,737,299 |
|---|---|---|
$ 306,743 2,358,766 920,886 91,184 405,948 33,108 66,768 |
||
$ 4,183,403 |
- 156 -
EMERGING DISPLAY TECHNOLOGIES CORP. AND SUBSIDIARIES Notes to consolidated financial statements
| Geographic area Non-current assets, classified by location of assets, were as follows: Taiwan Mainland China USA Europe Others Total |
December 31, 2021 |
December 31, 2020 |
|---|---|---|
| $ 328,762 35,970 99,461 736 1,960 |
343,765 12,724 97,604 966 2,752 457,811 |
|
$ 466,889 |
Non-current assets included in property, plant and equipment, investment property, intangible assets and other assets, excluding financial instrument and deferred income tax assets.
(e) Major customers’ information
| Major customers’ information | ||
|---|---|---|
| A customer from domestic segment B customer from North America segment |
2021 | 2020 1,032,571 360,162 1,392,733 |
| $ 1,240,044 509,045 |
||
$ 1,749,089 |
- 157 -
6.5 Parent-company-only financial statements for the years ended December 31, 2021 and 2020, and independent auditors’ report
Independent Auditors’ Report
To the Board of Directors of Emerging Display Technologies Corp.:
Opinion
We have audited the financial statements of Emerging Display Technologies Corp. (“the Company”), which comprise the balance sheets as of December 31, 2021 and 2020, the statements of comprehensive income, changes in equity and cash flows for the years then ended December 31, 2021 and 2020, and notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. 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 key audit matters we judged shall be presented in the financial report as follows:
1. Valuation of accounts receivable
Please refer to Note 4(f) for accounting policy of accounts receivable valuation and Note 5(a) for accounting assumption and estimation uncertainty of impairment of accounts receivable. Information regarding accounts receivable is shown in Note 6 (d) of the parent company only financial statements.
Description of key audit matters:
The Company’s customers are the manufacturers of industrial equipment, smart home control devices, healthcare equipment, handheld devices, and information appliance products. The customers’ delayed payments were due to the need to clarify the responsibility of problematic products resulted from failure of process or usage of end products, and global economic turmoil. Because of the inherent credit risk of receivables, the financial statements users value the collection results. Since the accounts receivable is significant to the financial statements, they are one of the key areas our audit focused on.
- 158 -
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures included understanding the process of account checking and collection with customers; analyzing the receivable aging report; reviewing the historical receipt and bad debt records; and understanding the forward looking industrial economy status and concentration of credit risk of the customers. In addition, we also evaluated the appropriateness of related disclosures in the parent company only financial statements.
2. Valuation of obsolete inventory
Please refer to Note 4(g) for accounting policy of obsolete inventory and Note 5(b) for accounting assumption and estimation uncertainty of obsolete inventory valuation. Information regarding obsolete inventory valuation is shown in Note 6(f) of the parent company only financial statements.
Description of key audit matters:
Obsolete inventory is carried at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. The Company is engaged in the manufacture and sale of liquid crystal displays and capacity touch panels. It focuses on the small and medium sized niche markets of non consumable area. The products are used in industrial equipment, smart home control devices, healthcare equipment, handheld devices, and information appliance products. The development strategy of the Company is diversifying and customizing its products which may result in having an impact on its obsolete inventory cost. As a consequence, there is a risk that the net realizable value of obsolete inventory may turn out to be lower than its carrying value. Therefore, the valuation of obsolete inventory is one of the key areas our audit focused on.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures included selecting samples to test the accuracy of inventory aging report; analyzing the changes of inventory aging, and examining the provision of inventory by reviewing the historical accuracy on provision. We assessed the changes of obsolescence inventory in the subsequent events and the basis of net realizable value to evaluate the accuracy of the Company’s provisions. In addition, we also assessed the appropriateness of the provisions and disclosures made by the management.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, the management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting. Unless the management either intends to liquidate the Company or to cease its operations, there is no realistic alternative but to do so.
Those charged with governance (including the Audit Committee or the Supervisors) are responsible for overseeing the Company’s financial reporting process.
- 159 -
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements. Or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on these parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
-
160 -
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Po Jen, Yang and Yen Ta, Su.
KPMG
Taipei, Taiwan (Republic of China) March 10, 2022
Notes to Readers
The accompanying parent company only financial statements are intended only to present the statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’report and parent company only financial statements, the Chinese version shall prevail.
- 161 -
(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese) EMERGING DISPLAY TECHNOLOGIES CORP. Balance Sheets
December 31, 2021 and 2020 (Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets: 1100 Cash and cash equivalents (note 6(a)) 1110 Financial assets at fair value through profit or loss, current (note 6(b)) 1120 Financial assets at fair value through other comprehensive income, current (note 6(c)) 1170 Accounts receivable, net (notes 6(d) and (v)) 1180 Accounts receivable—related parties, net (notes 6(d), (v), and 7) 1200 Other receivables (note 6(e)) 130X Inventories (note 6(f)) 1470 Other current assets (notes 6(g) and 8) Total current assets Non-current assets: 1517 Financial assets at fair value through other comprehensive income, non-current (note 6(c)) 1550 Investments accounted for using equity method (note 6(h)) 1600 Property, plant and equipment (notes 6(j), 8 and 9) 1755 Rights-of-use assets (note 6(k)) 1780 Intangible assets (note 6(l)) 1840 Deferred income tax assets (note 6(r)) 1980 Other non-current financial assets (note 6(g)) Total non-current assets Total assets |
**December 31, ** | 2021 | December 31, Amount 1,159,414 58,817 138,432 457,575 202,276 5,510 794,173 75,060 |
2020 % 32 2 4 13 6 - 22 2 81 1 7 8 2 - 1 - 19 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings (note 6(m)) 2120 Financial liabilities at fair value through profit or loss, current (note 6(b)) 2150 Notes payable 2170 Accounts payable 2180 Accounts payable—related parties (note 7) 2200 Other payables (note 6(n)) 2220 Other payables—related parties (note 7) 2230 Income tax liabilities 2280 Lease liabilities, current (note 6(p)) 2300 Other current liabilities (note 6(v)) Total current liabilities Non-current liabilities: 2540 Long-term borrowings (notes 6(o) and 8) 2570 Deferred income tax liabilities (note 6(r)) 2580 Lease liabilities, non-current (note 6(p)) 2640 Net defined benefit liability, non-current (note 6(q)) 2645 Guarantee deposits received 2670 Other non-current liabilities Total non-current liabilities Total liabilities Equity attributable to owners of parent (notes 6(s) and 11): 3100 Ordinary shares 3200 Capital surplus 3300 Retained earnings 3400 Other equity interest 3500 Treasury shares Total equity Total liabilities and equity |
**December 31, ** | **December 31, ** | 2021 | **December 31, ** | **December 31, ** | 2020 |
|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | |||||
| $ 711,866 42 281,311 492,468 310,944 1,621 968,367 25,363 |
21 - 8 14 9 - 28 1 |
$ - - 86 505,207 27,082 240,693 11,420 28,647 2,031 53,437 |
- - - 15 1 7 - 1 - 2 |
700,000 195 1,234 355,622 90,862 238,554 9,784 49,083 1,966 41,974 |
20 - - 10 3 7 - 1 - 1 |
|||||
2,791,982 |
81 | 2,891,257 |
||||||||
35,280 274,653 266,891 58,205 3,666 21,451 2,566 |
1 8 8 1 - 1 - |
31,611 273,765 278,747 60,927 4,091 31,634 5,834 |
868,603 |
26 |
1,489,274 |
42 | ||||
398,349 240 58,640 100,977 34 520 |
12 - 1 3 - - |
- 354 60,671 87,048 34 728 |
- - 2 2 - - |
|||||||
| 558,760 | 16 |
148,835 | 4 | |||||||
662,712 |
19 |
686,609 |
1,427,363 |
42 |
1,638,109 |
46 | ||||
1,624,076 25,980 654,787 (104,491) (173,021) |
47 1 19 (3) (6) |
1,624,076 15,423 591,094 (117,815) (173,021) |
45 - 17 (3) (5) |
|||||||
2,027,331 |
58 |
1,939,757 |
54 |
|||||||
| $ 3,454,694 |
100 | 3,577,866 |
$ 3,454,694 |
100 |
3,577,866 | 100 |
See accompanying notes to financial statements.
- 162 -
(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese) EMERGING DISPLAY TECHNOLOGIES CORP. Statements of Comprehensive Income For the years ended December 31, 2021 and 2020 (Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| 4000 Operating revenue (notes 6(v) and 7) 5000 Operating costs (notes 6(f), (l), (q), (w), 7 and 12) Gross profit 5910 Less: Unrealized profit (loss) from sales (note 7) 5920 Add: Realized profit (loss) from sales (note 7) Gross profit Operating expenses (notes 6(l), (q), (w), 7 and 12): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Expected credit impairment loss (gain) (note 6(d)) Net operating income 6500 Net other income (expenses) (note 6(x)) Net operating income Non-operating income and expenses (notes 6(c), (p), (y) and 7): 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of profit (loss) of associates and joint ventures accounted for using equity method Total non-operating income and expenses 7900 Profit from continuing operations before tax 7950 Less: Income tax expenses (note 6(r)) Profit 8300 Other comprehensive income: 8310 Components of other comprehensive income that will not be reclassified to profit or loss 8311 Gains (losses) on remeasurements of defined benefit plans 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income (note 6(s)) 8330 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss (note 6(s)) 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss (note 6(r)) 8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss 8361 Exchange differences on translation of foreign financial statements (note 6(s)) 8380 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss (note 6(s)) 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss (note 6(r)) 8300 Other comprehensive income 8500 Comprehensive income Earnings per share (New Taiwan Dollars) (note 6(u)): 9750 Basic net income per share (New Taiwan Dollars) 9850 Diluted net income per share (New Taiwan Dollars) |
2021 | 2020 | ||
|---|---|---|---|---|
| Amount | % 100 85 15 - - |
Amount | % | |
| $ 4,085,202 3,471,600 |
3,642,433 2,959,499 |
100 81 19 - - 19 4 3 3 - 10 - 9 - - (2) - - |
||
613,602 9,804 15,309 |
682,934 15,309 13,567 |
|||
619,107 |
15 4 2 3 - |
681,192 |
||
143,369 94,943 116,966 33 |
137,735 99,698 115,565 5,481 |
|||
| 355,311 | 9 - 6 - 1 (1) - - |
358,479 |
||
512 |
528 |
|||
| 264,308 | 323,241 | |||
1,159 27,294 (20,498) (7,984) 2,256 |
9,663 11,190 (68,680) (10,853) 5,608 |
|||
2,227 |
- |
(53,072) |
(2) |
|
266,535 29,255 |
6 1 |
270,169 36,703 |
7 1 |
|
237,280 |
5 |
233,466 |
6 |
|
(18,937) 52,573 6,626 (66) |
- 1 - - |
(1,286) 19,932 (22,115) 298 |
- 1 (1) - |
|
40,328 |
1 |
(3,767) | - |
|
(10,533) (1,169) - |
- - - |
(4,355) 170 - |
- - - |
|
| (11,702) | - |
(4,185) | - |
|
28,626 |
1 |
(7,952) |
- |
|
$ 265,906 |
6 |
225,514 |
6 |
|
$ |
1.60 |
1.57 |
||
$ |
1.59 | 1.56 |
See accompanying notes to financial statements.
- 163 -
(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese) EMERGING DISPLAY TECHNOLOGIES CORP. Statements of Changes in Equity For the years ended December 31, 2021 and 2020 (Expressed in Thousands of New Taiwan Dollars)
| Balance on January 1, 2020 Profit Other comprehensive income Total comprehensive income Appropriation and distribution of retained earnings: Legal reserve Cash dividends on ordinary shares Reversal of special reserve Exercise of disgorgement Cash dividends to subsidiaries Disposal of investments in equity instruments designated at fair value through other comprehensive income Balance on December 31, 2020 Profit Other comprehensive income Total comprehensive income Appropriation and distribution of retained earnings: Legal reserve Cash dividends on ordinary shares Special reserve Cash dividends to subsidiaries Disposal of investments in equity instruments designated at fair value through other comprehensive income Disposal of investments in equity instruments designated at fair value through other comprehensive income in subsidiaries Return of employee stock ownership trust Balance on December 31, 2021 |
Ordinary shares |
Capital surplus |
Retained earnings | Retained earnings | Retained earnings | Total other | equityinterest | Treasury shares |
Total equity |
|---|---|---|---|---|---|---|---|---|---|
| Exchange differences on translation of foreign financial statements |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income |
||||||||
| Legal reserve |
Special reserve |
Unappropriated retained earnings |
|||||||
| $ 1,624,076 - - - - - - - - - 1,624,076 - - - - - - - - - - $ 1,624,076 |
4,397 | 57,015 |
151,307 - - - - - (48,695) - - - 102,612 - - - - - 15,203 - - - - 117,815 |
330,944 233,466 (1,286) 232,180 (25,733) (188,889) 48,695 - - 8,537 405,734 237,280 (18,937) 218,343 (24,072) (188,889) (15,203) - 34,101 138 - 430,152 |
(14,111) - (4,185) (4,185) - - - - - - (18,296) - (11,702) (11,702) - - - - - - - (29,998) |
(88,501) | (173,021) | 1,892,106 |
|
- - |
- - |
- (2,481) |
- - |
233,466 (7,952) |
|||||
| - | - | (2,481) |
- | 225,514 |
|||||
| - - - 473 10,553 - |
25,733 - - - - - |
- - - - - (8,537) |
- - - - - - |
- (188,889) - 473 10,553 - |
|||||
| 15,423 | 82,748 |
(99,519) |
(173,021) | 1,939,757 |
|||||
- - |
- - |
- 59,265 |
- - |
237,280 28,626 |
|||||
| - | - | 59,265 |
- | 265,906 |
|||||
| - - - 10,553 - - 4 |
24,072 - - - - - - |
- - - - (34,101) (138) - |
- - - - - - - |
- (188,889) - 10,553 - - 4 |
|||||
| 25,980 | 106,820 | (74,493) | (173,021) | 2,027,331 |
See accompanying notes to financial statements.
- 164 -
(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese) EMERGING DISPLAY TECHNOLOGIES CORP. Statements of Cash Flows For the years ended December 31, 2021 and 2020 (Expressed in Thousands of New Taiwan Dollars)
| Cash flows from (used in) operating activities: Profit before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Expected credit impairment loss Net gain on financial assets or liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share of profit of subsidiaries, associates and joint ventures accounted for using equity method Gain on disposal of property, plant and equipment Unrealized profit from sales Realized profit from sales Unrealized foreign exchange loss Others Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: Increase in accounts receivable (Increase) decrease in accounts receivable-related parties Decrease in other receivable Increase in inventories Decrease (increase) in other current assets Total changes in operating assets Changes in operating liabilities: (Decrease) increase in notes payable Increase (decrease) in accounts payable Decrease in accounts payable-related parties Increase (decrease) in other payable Increase in other payable-related parties Increase in other current liabilities Decrease in net defined benefit liability Decrease in other non-current liabilities Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows from operating activities Cash flows from investing activities: Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Proceeds from residuals of long-term investments under equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Decrease in other receivables due from related parties Decrease (increase) in other financial assets Dividends received Net cash flows used in investing activities Cash flows from (used in) financing activities: (Decrease) increase in short-term borrowings Increase in long-term borrowings Repayments of long-term borrowings Disgorgement received Cash dividends paid Repayments of lease liabilities Net cash flows used in financing activities Effect of exchange rate changes on cash and cash equivalents Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2021 $ 266,535 46,660 1,194 33 (5,736) 7,984 (1,133) (26,502) (2,256) (436) 9,804 (15,309) 3,058 4 17,365 (36,807) (110,471) 3,582 (174,194) 50,510 (267,380) (1,148) 151,707 (63,143) 1,772 1,796 11,462 (5,008) (208) 97,230 (170,150) (152,785) 113,750 1,441 26,501 (9,598) (39,556) 92,538 (339,254) 245,279 (30,135) 94,451 - (33,998) 2,942 (769) - 2,255 12,351 (46,878) (700,000) 400,000 - - (188,895) (1,966) (490,861) (2,347) (447,548) 1,159,414 $ 711,866 |
2020 |
|---|---|---|
| 270,169 | ||
60,103 1,365 5,481 (7,336) 10,853 (9,575) (7,646) (5,608) - 15,309 (13,567) 31,606 - |
||
| 80,985 | ||
(145,315) 82,869 3,679 (81,879) (24,543) |
||
(165,189) |
||
927 (25,713) (3,020) (11,403) 2,618 19,675 (2,784) (208) |
||
(19,908) |
||
(185,097) |
||
(104,112) |
||
166,057 11,266 7,613 (10,398) (42,218) |
||
132,320 |
||
(101,460) 80,033 (60,350) 62,165 194 (30,825) - (1,696) 20,951 (2,950) 3,006 |
||
(30,932) |
||
300,000 - (320,000) 591 (188,883) (1,558) |
||
(209,850) |
||
(30,659) |
||
(139,121) 1,298,535 |
||
1,159,414 |
See accompanying notes to financial statements.
- 165 -
(English Translation of Financial Statements Originally Issued in Chinese) EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements For the years ended December 31, 2021 and 2020 (Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)
(1) Company history
Emerging Display Technologies Corp. (the “Company”) was incorporated as a limited liability company under the laws of the Republic of China (R.O.C.) on September 23, 1994. The address of its registered office and principal place of business is No. 5, Central 1st Rd, Qianzhen District, Kaohsiung City, Taiwan. The Company is engaged in the manufacture and sale of capacity touch panels and liquid crystal displays (LCDs).
(2) Approval date and procedures of the financial statements
These parent-company-only financial statements were authorized for issuance by the Board of Directors on March 10, 2022.
(3) New standards, amendments and interpretations adopted
- (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. which have already been adopted.
The Company has initially adopted the following new amendments, which do not have a significant impact on its parent-company-only financial statements, from January 1, 2021:
-
Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9”
-
Amendments to IFRS 9, IAS39, IFRS7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform—Phase 2”
-
Amendments to IFRS 16 “Covid-19-Related Rent Concessions beyond June 30, 2021”
-
(b) The impact of IFRS issued by the FSC but not yet effective
The Company assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2022, would not have a significant impact on its financial statements:
-
-
-
● Amendments to IAS 16 “Property, Plant and Equipment Proceeds before Intended Use”
-
-
-
● Amendments to IAS 37 “Onerous Contracts Cost of Fulfilling a Contract”
-
Annual Improvements to IFRS Standards 2018–2020
-
Amendments to IFRS 3 “Reference to the Conceptual Framework”
The aforementioned assessment about the adoption of the new amendments would be modified as the environments or conditions change.
- (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC
The Company does not expect the following new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its parent-company-only financial statements:
- 166 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
-
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture”
-
IFRS 17 “ Insurance Contracts” and amendments to IFRS 17 “Insurance Contracts”
-
Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”
-
Amendments to IAS 1 “Disclosure of Accounting Policies”
-
Amendments to IAS 8 “Definition of Accounting Estimates”
-
Amendments to IAS 12 “Deferred Tax related to Assets and Liabilities arising from a Single Transaction”
(4) Summary of significant accounting policies
The accompanying parent-company-only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of, the English and Chinese language parent-company-only financial statements, the Chinese version shall prevail.
The significant accounting policies presented in the parent-company-only financial statements are summarized as follows. Except for those specifically indicated in note 3, the following accounting policies were applied consistently throughout the periods presented in the parent-company-only financial statements.
- (a) Statement of compliance
These annual parent-company-only financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
-
(b) Basis of preparation
-
(i) Basis of measurement
Except for the following significant accounts, the parent-company-only financial statements have been prepared on a historical cost basis:
-
1) Financial instruments at fair value through profit or loss are measured at fair value; 2) Financial assets at fair value through other comprehensive income are measured at fair value;
-
3) The defined benefit liabilities (assets) are measured at the present value of the defined benefit obligation less fair value of the plan assets, limited as explained in note 4(p).
-
(ii) Functional and presentation currency
The functional currency of the Company is determined based on the primary economic environment in which the entities operate. The parent-company-only financial statements are presented in New Taiwan Dollar, which is the Company’s functional currency. All financial information presented in New Taiwan Dollar has been rounded to the nearest thousand.
- 167 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
(c) Foreign currencies
(i) Foreign currency transaction
Transactions in foreign currencies are translated into the respective functional currencies of the Company at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.
Exchange differences are generally recognized in profit or loss, except for those differences relating to the following, which are recognized in other comprehensive income:
-
1) an investment in equity securities designated as at fair value through other comprehensive income;
-
2) a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; or
-
3) qualifying cash flow hedges to the extent that the hedges are effective.
(ii) Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the presentation currency at the exchange rates at the reporting date. The income and expenses of foreign operations, excluding foreign operations in hyperinflationary economics, are translated into the presentation currency at the average exchange rate. Exchange differences are recognized in other comprehensive income.
When a foreign operation is disposed of such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Company disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Company disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.
When the settlement of a monetary receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, exchange differences arising from such a monetary item that are considered to form part of the net investment in the foreign operation are recognized in other comprehensive income.
- (d) Classification of current and non-current assets and liabilities
An asset is classified as current under one of the following criteria, and all other assets are classified as non-current.
- 168 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
-
(i) It is expected to be realized, or intended to be sold or consumed in the normal operating cycle;
-
(ii) It is held primarily for the purpose of trading;
-
(iii) It is expected to be realized within twelve months after the reporting period; or
-
(iv) The asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
A liability is classified as current under one of the following criteria, and all other liabilities are classified as non-current. An entity shall classify a liability as current when:
-
(i) It is expected to be settled in the normal operating cycle;
-
(ii) It is held primarily for the purpose of trading;
-
(iii) It is due to be settled within twelve months after the reporting period; or
-
(iv) It does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments do not affect its classification.
-
(e) Cash and cash equivalents
Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits which meet the definition above and are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes are reclassified as cash equivalents.
- (f) Financial Instruments
Trade receivables and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.
- (i) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
On initial recognition, a financial asset is classified as measured at: amortized cost; Fair value through other comprehensive income (FVOCI) – debt investment; FVOCI – equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.
- 169 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
- 1) Financial assets measured at amortized cost
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:
-
‧ it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
-
‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
- 2) Fair value through other comprehensive income (FVOCI)
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
-
‧ it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
-
‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.
Debt investments at FVOCI are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in other comprehensive income. On derecognition, gains and losses accumulated in other comprehensive income are reclassified to profit or loss.
Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.
Dividend income derived from equity investments is recognized on the date on which the Company’s right to receive payment is established, which in the case of quoted securities, is normally the ex-dividend date.
- 3) Fair value through profit or loss (FVTPL)
All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL, including derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, or at FVTPL, if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
- 170 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.
- 4) Business model assessment
The Company makes an assessment of the objective of the business model in which a financial asset is held at portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes :
-
‧ the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realizing cash flows through the sale of the assets;
-
‧ how the performance of the portfolio is evaluated and reported to the Company’s management;
-
‧ the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;
-
‧ how managers of the business are compensated ─ e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and
-
‧ the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, and are consistent with the Company’s continuing recognition of the assets.
Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.
- 5) Assessment whether contractual cash flows are solely payments of principal and interest
For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial assets on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs, as well as a profit margin.
In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Company considers:
-
‧ contingent events that would change the amount or timing of cash flows;
-
171 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
-
‧ terms that may adjust the contractual coupon rate, including variable rate features;
-
‧ prepayment and extension features; and
-
‧ terms that limit the Company’s claim to cash flows from specified assets (e.g. non-recourse features).
-
6) Impairment of financial assets
The Company recognizes loss allowances for expected credit losses (ECL) on its financial assets measured at amortized cost (including cash and cash equivalents, accounts receivable, other receivables, refundable deposits and other financial assets) and debt investments measured at FVOCI.
The Company measures loss allowances at an amount equal to lifetime ECL, except for the following which are measured as 12-month ECL:
-
‧ debt securities that are determined to have low credit risk at the reporting date; and
-
‧ other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.
Loss allowance for trade receivables is always measured at an amount equal to lifetime ECL.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information, as well as analysis, based on the Company’s historical experience, informed credit assessment, and forward-looking information.
If there is a low risk of default on financial asset, the borrower has a strong capacity to meet its contractual cash flow obligations in the near term, and the adverse changes in economic and business conditions in the longer term may, but will not necessarily, reduce the ability of the borrower to fulfil its contractual cash flow obligations, the financial asset would be considered low credit risk.
When the contract amount is past due or the borrower is unlikely to pay its credit obligations to the Company in full, the Company considers the credit risk on a financial asset has increased significantly or a financial asset to be in default.
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.
12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).
The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.
- 172 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset.
At each reporting date, the Company assesses whether financial assets carried at amortized cost are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial assets is credit-impaired includes the following observable data:
-
‧ significant financial difficulty of the borrower or issuer;
-
‧ a breach of contract such as a default or being overdue;
-
‧ the lender of the borrower, for economic or contractual reasons relating to the borrower’s financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider;
-
‧ it is probable that the borrower will enter bankruptcy or other financial reorganization; or
-
‧ the disappearance of an active market for a security because of financial difficulties.
Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. For debt securities at FVOCI, the loss allowance is charged to profit or loss and is recognized in other comprehensive income instead of reducing the carrying amount of the asset.
The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. For corporate customers, the Company individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Company expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due.
- 7) Derecognition of financial assets
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
The Company enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.
- 173 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
-
(ii) Financial liabilities and equity instruments
-
1) Classification of debt or equity
Debt and equity instruments issued by the Company are classified as financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
- 2) Equity instrument
An equity instrument is any contract that evidences residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the direct cost of issuing.
- 3) Treasury shares
When shares recognized as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is recognized in capital surplus or retained earnings (if the capital surplus is not sufficient to be written down).
- 4) Financial liabilities
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.
Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.
- 5) Derecognition of financial liabilities
The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
- 6) Offsetting of financial assets and liabilities
Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.
- 174 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
- (iii) Derivative financial instruments
The Company holds derivative financial instruments to hedge its foreign currency and interest rate exposures. Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a financial asset and certain criteria are met.
Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally recognized in profit or loss.
(g) Inventories
Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on weighted average costing principle and includes expenditure incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing them to their present location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity.
Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
(h) Investment in subsidiaries
The Company evaluates a controlled investee company under the equity method when preparing its parent-company-only financial statements. Under the equity method, the profit and other comprehensive income in the parent-company-only financial statements are the same as the profit and other comprehensive income belonging to the parent company in the consolidated financial statements. Also, the equity in the parent-company-only financial statements is the same as equity belonging to parent company in the financial statements on a consolidated basis.
Changes in a parent’s ownership interest in a subsidiary that do not result in the loss of control are accounted for within equity.
-
(i) Property, plant and equipment
-
(i) Recognition and measurement
Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.
(ii) Subsequent Expenditure
Subsequent expenditure is capitalized only when it is probable that the future economic benefits associated with the expenditure will flow to the Company.
- 175 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
(iii) Depreciation
Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment.
Land is not depreciated.
The estimated useful lives for current and comparative years are as follows:
| The estimated useful lives for current and | comparative years are as fol |
|---|---|
| Buildings and construction | 2~50 years |
| Machinery and equipment | 2~10 years |
| Office equipment | 3~5 years |
| Other equipment | 1~10 years |
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
(j) Leases
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
- (i) As a leasee
The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the following:
-
1) fixed payments, including in-substance fixed payments;
-
2) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
-
176 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
-
3) amounts expected to be payable under a residual value guarantee; and
-
4) payments for purchase or termination options that are reasonably certain to be exercised.
The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:
-
1) there is a change in future lease payments arising from the change in an index or rate; or
-
2) there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee; or
-
3) there is a change in the lease term resulting from a change of its assessment on whether it will exercise an option to purchase the underlying asset, or
-
4) there is a change of its assessment on whether it will exercise a extension or termination option; or
-
5) there are any lease modifications
When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.
When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Company accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.
The Company presents right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the statement of financial position.
The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases of office equipment that have a lease term of 12 months or less and leases of low-value assets. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
As a practical expedient, the Company elects not to assess whether property, plant and equipment rents that meets all the following conditions are lease modifications or not:
-
1) the rent concessions occurring as a direct consequence of the COVID-19 pandemic;
-
2) the change in lease payments that resulted in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change;
-
3) any reduction in lease payments that affects only those payments originally due on, or before, June 30, 2022; and
-
4) there is no substantive change in other terms and conditions of the lease.
-
177 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
In accordance with the practical expedient, the effect of the change in the lease liability is reflected in profit or loss in the period in which the event or condition that triggers the rent concession occurs.
(ii) As a lessor
When the Company acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease. If a head lease is a short-term lease to which the Company applies the exemption described above, then it classifies the sub-lease as an operating lease.
If an arrangement contains lease and non-lease components, the Company applies IFRS15 to allocate the consideration in the contract.
(k) Intangible assets
- (i) Recognition and measurement
Expenditure on research activities is recognized in profit or loss as incurred.
Development expenditure is capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Company intends to, and has sufficient resources to, complete development and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost, less accumulated amortization and any accumulated impairment losses.
Other intangible assets, including patent and computer software, that are acquired by the Company and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.
(ii) Subsequent expenditure
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.
- (iii) Amortization
Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.
- 178 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
The estimated useful lives for current and comparative periods are as follows:
1) Patents
1) Patents 9 ~ 20 years 2) Computer software cost 3 months ~ 4 years
Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
(l) Impairment of non-financial assets
At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.
For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.
An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.
Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
- (m) Provisions
A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost, except when the recognition of finance cost for a short-term provision is insignificant.
-
(n) Revenue
-
(i) Revenue from contracts with customers
Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Company’s main types of revenue are explained below.
- 179 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
1) Sale of goods
The Company recognizes revenue when control of the products has been transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Company has objective evidence that all criteria for acceptance have been satisfied.
The Company’s obligation to provide a refund for faulty products under the standard warranty terms is recognized as a provision for warranty.
A receivable is recognized when the goods are delivered as this is the point in time that the Company has a right to an amount of consideration that is unconditional.
The contract liabilities primarily relate to the advance consideration received from customers, for which revenue is recognized when products are delivered to customers.
2) Financing components
The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.
(ii) Contract costs
- 1) Incremental costs of obtaining a contract
The Company recognizes as an asset the incremental costs of obtaining a contract with a customer if the Company expects to recover those costs. The incremental costs of obtaining a contract are those costs that the Company incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained. Costs to obtain a contract that would have been incurred regardless of whether the contract was obtained shall be recognized as an expense when incurred, unless those costs are explicitly chargeable to the customer regardless of whether the contract is obtained.
The Company applies the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less.
- 2) Costs to fulfil a contract
If the costs incurred in fulfilling a contract with a customer are not within the scope of another Standard (for example, IAS 2 Inventories, IAS 16 Property, Plant and Equipment or IAS 38 Intangible Assets), the Company recognizes an asset from the costs incurred to fulfil a contract only if those costs meet all of the following criteria:
- 180 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
-
‧ the costs relate directly to a contract or to an anticipated contract that the Company can specifically identify;
-
‧ the costs generate or enhance resources of the Company that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and
-
‧ the costs are expected to be recovered.
General and administrative costs, costs of wasted materials, labor or other resources to fulfil the contract that were not reflected in the price of the contract, costs that relate to satisfied performance obligations (or partially satisfied performance obligations), and costs for which the Company cannot distinguish whether the costs relate to unsatisfied performance obligations or to satisfied performance obligations(or partially satisfied performance obligations), the Company recognizes these costs as expenses when incurred.
(o) Government grants
The Company recognizes an unconditional government grant as other income when the grant becomes receivable. Other government grants related to assets are initially recognized as deferred income at fair value if there is reasonable assurance that they will be received and the Company will comply with the conditions associated with the grant; they are then recognized in profit or loss as other income on a systematic basis over the useful life of the asset. Grants that compensate the Company for expenses or losses incurred are recognized in profit or loss on a systematic basis in the periods in which the expenses or losses are recognized.
(p) Employee benefits
(i) Defined contribution plans
Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available.
(ii) Defined benefit plans
The Company’s net obligation in respect of defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.
The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling
- 181 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
(if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.
(iii) Termination benefits
Termination benefits are expensed at the earlier of when the Company can no longer withdraw the offer of those benefits and when the Company recognizes costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the reporting date, then they are discounted.
(iv) Short-term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
(q) Share-based payment
The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.
For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.
The fair value of the amount payable to employees in respect of share appreciation rights, which are settled in cash, is recognized as an expense with a corresponding increase in liabilities, over the period during which the employees become unconditionally entitled to payment. The liability is remeasured at each reporting date and at settlement date based on the fair value of the share appreciation rights. Any changes in the liability are recognized in profit or loss.
(r) Income taxes
Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes shall be recognized in profit or loss.
- 182 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
The Company has determined that interest and penalties related to income taxes, including uncertain tax treatment, do not meet the definition of income taxes, and therefore accounted for them under IAS37.
Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.
Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:
-
(i) temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction;
-
(ii) temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
-
(iii) taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improves.
Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date, and reflect uncertainty related to income taxes, if any.
Deferred tax assets and liabilities are offset if the following criteria are met:
-
(i) the Company has a legally enforceable right to set off current tax assets against current tax liabilities; and
-
(ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:
-
1) the same taxable entity; or
-
2) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
-
183 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
(s) Earnings per share
The Company discloses the basic and diluted earnings per share attributable to ordinary equity holders of the Company. Basic earnings per share is calculated as the profit attributable to the ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding. Diluted earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares.
- (t) Operating segments
The Company discloses the operating segment information in the consolidated financial statements. Therefore, the Company does not disclose the operating segment information in the parent-company-only financial statement.
(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty
In preparing the parent-company-only financial statements, management has made judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.
The management continues to monitor the accounting estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the following period.
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year is as follows. Those assumptions and estimation have been updated to reflect the impact of COVID-19 pandemic:
(a) Impairment of accounts receivable
The Company has estimated the loss allowance of accounts receivable that is based on the risk of a default occurring and the rate of expected credit loss. The Company has considered historical experience, current economic conditions and forward-looking information at the reporting date to determine the assumptions to be used in calculating the impairments and the selected inputs. Please refer to note 6(d) for relevant assumptions and input values.
(b) Valuation of obsolete inventories
As obsolete inventories are stated at the lower of cost or net realizable value, the Company estimates the net realizable value of inventories for obsolescence and unmarketable items at the end of the reporting period and then writes down the cost of inventories to net realizable value. The net realizable value of the obsolete inventory is mainly determined based on assumptions as to future demand within a specific time horizon. Due to the rapid industrial transformation, there may be significant changes in the net realizable value of obsolete inventories. Please refer to note 6(f) for further description of the valuation of inventories.
- 184 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
(6) Explanation of significant accounts
- (a) Cash and cash equivalents
| Cash Demand deposits Checking accounts Time deposits Notes under repurchase agreement Cash and cash equivalents in the statement of cash flows |
December 31, 2021 |
December 31, 2020 231 491,843 82 264,923 402,335 1,159,414 |
|---|---|---|
| $ 245 624,655 31 86,935 - |
||
$ 711,866 |
||
Please refer to note 6(z) for the exchange rate risk and sensitivity analysis of the financial assets of the Company.
- (b) Financial assets and liabilities at fair value through profit or loss
Financial assets mandatorily measured at fair value through profit or loss-current: Open-end mutual funds Forward exchange contracts Financial liabilities measured at fair value through profit or loss-current: Swap contract |
December 31, 2021 |
December 31, 2020 58,817 - 58,817 195 |
|---|---|---|
| $ - 42 |
||
| $ 42 |
||
| $ - |
Please refer to note 6(y) for the recognition of gain or loss at fair value.
The aforementioned financial assets were not pledged as collaterals.
The Company uses the derivative instruments to hedge the certain currency the Company is exposed to, arising from its operating activities. The following derivative instruments, without the application of hedge accounting, were classified as financial assets mandatorily measured at fair value through profit or loss and held-for-trading financial liabilities:
| Forward exchange contracts Sell Swap contract |
December 31, 2021 Currency Maturity Date USD to CNY 2022.01.14 December 31, 2020 Currency Maturity Date NTD to USD 2021.01.07 |
December 31, 2021 Currency Maturity Date USD to CNY 2022.01.14 December 31, 2020 Currency Maturity Date NTD to USD 2021.01.07 |
|
|---|---|---|---|
Contract amount (in housands) USD 800 |
|||
Contract amount (in housands) USD 1,000 |
Currency |
||
| NTD to USD | 2021.01.07 |
- 185 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
Please refer to note (z) for the market risk and credit risk.
(c) Financial assets at fair value through other comprehensive income
Equity investments at fair value through other comprehensive income-current: Common stocks listed on domestic markets- current Innolux Corp. Fubon Financial Holding Co., Ltd. Nan Ya Plastics Corp. Pegatron Co., Ltd. CoAsia Electronics Corp. E.SUN Financial Holding Co., Ltd. Far Eastern New Century Corp. Quanta Computer Inc. Shian Yih Electronic Co., Ltd. Chicony Electronics Co., Ltd. Lite-On Technology Corp. Mega Financial Holding Co., Ltd. Taiwan Cement Corp., Ltd. Total Common stocks listed on foreign markets- current: Becton, Dickinson and Company Total Equity investments at fair value through other comprehensive income-noncurrent: Common stocks unlisted on domestic markets- noncurrent Ascendax Venture Capital Corp. Chenfeng Optronics Corp. Total Preference stocks listed on domestic markets- noncurrent: Fubon Financial Holding Co., Ltd. Total |
December 31, 2021 |
December 31, 2020 16,174 14,025 15,099 14,537 5,764 19,310 28,950 - 10,320 - - - - 124,179 14,253 138,432 19,566 11,180 30,746 865 31,611 |
|---|---|---|
| $ 22,483 - - 14,925 7,120 - - 66,195 10,560 24,690 39,556 43,940 37,920 |
||
$ 267,389 |
||
13,922 |
||
$ 281,311 |
||
$ 21,376 13,030 |
||
34,406 |
||
874 |
||
| $ 35,280 |
- 186 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
The Company designated the investments shown above as equity securities at fair value through other comprehensive income because these equity securities represent those investments that the Company intends to hold for strategic purposes.
During the years ended December 31, 2021 and 2020, the dividends of $26,502 and $7,646, respectively, related to equity investments at fair value through other comprehensive income held on the years then ended, were recognized.
During the years ended December 31, 2021 and 2020, the Company has sold part of equity investments at fair value through other comprehensive income as a result of financial management purpose. The shares were sold at fair value of $245,279 and $72,815, respectively; and the Company realized a gain of $34,101 and $8,537, respectively. The gain has been transferred from other equity interest to retained earnings.
Please refer to note 6(z) for the market risk.
The aforementioned financial assets were not pledged as collaterals.
For the purpose of increasing investment benefits, the Company entrusted part of the listed stocks to banks. In accordance with the contract, the Company did not lose control of those financial assets. Therefore, those financial assets had not been derecognized. As of December 31, 2021 and 2020, the carrying amount of the listed stocks which were entrusted to financial institutions for security lending amounted to $22,483 and $16,174, respectively.
(d) Accounts receivable
| Accounts receivable-measured as amortized cost Accounts receivable-subsidiaries-measured as amortized cost Loss allowance Recognized in: Accounts receivable, net Accounts receivable-related parties |
December 31, 2021 |
December 31, 2020 463,056 202,276 (5,481) 659,851 457,575 202,276 659,851 |
|---|---|---|
| $ 498,052 310,944 (5,584) |
||
$ 803,412 |
||
$ 492,468 310,944 |
||
$ 803,412 |
The Company applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward-looking information, including macroeconomic and relevant industry information. The loss allowance provision was determined as follows:
| Not overdue Overdue 1~90 days Overdue 91~180 days Overdue 181~270 days Overdue 271 days |
December 31, 2021 | December 31, 2021 | Loss allowance provision 473 289 - - 4,822 5,584 |
|---|---|---|---|
| Gross carrying amount |
Weighted-average loss rate |
||
| $ 697,071 107,103 - - 4,822 |
0.07% 0.27% - - 100% |
||
$ 808,996 |
- 187 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
| Not overdue Overdue 1~90 days Overdue 91~180 days Overdue 181 days |
December 31, 2020 | December 31, 2020 | |
|---|---|---|---|
| Gross carrying amount |
Weighted-average loss rate |
Loss allowance **provision ** |
|
| $ 521,255 139,946 4,131 - |
0.09% 0.64% 100% - |
452 898 4,131 - |
|
| $ 665,332 |
5,481 |
The movement in the allowance for accounts receivable was as follows:
| Balance on January 1 Impairment losses recognized (reversed) Amounts written off Collection of previously written off accounts Balance on December 31 |
2021 | 2020 18,771 5,481 (18,771) - 5,481 |
|---|---|---|
| $ 5,481 33 - 70 |
||
| $ 5,584 |
The aforementioned financial assets were not pledged as collaterals.
Please refer to note 6(z) for other credit risk information.
- (e) Other receivables
| Loans to employee Others Loss allowance |
December 31, 2021 |
December 31, 2020 5,154 356 - 5,510 |
|---|---|---|
| $ 1,475 146 - |
||
| $ 1,621 |
Please refer to note 6(z) for other credit risk information.
- (f) Inventories
| Raw materials and supplies Work in process Finished goods Inventories in transit |
December 31, 2021 |
December 31, 2020 340,560 293,269 151,044 9,300 794,173 |
|---|---|---|
| $ 512,874 293,133 155,742 6,618 |
||
$ 968,367 |
- 188 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
The details of the cost of sales were as follows:
| Inventory that has been sold Reversal of write-downs Unallocated production overheads Scrap loss Others |
2021 | 2020 2,887,905 (8,781) 13,792 66,725 (142) 2,959,499 |
|---|---|---|
| $ 3,420,010 (7,480) 8,707 50,557 (194) |
||
$ 3,471,600 |
The previous write-down inventories were sold, therefore, the net realizable value of inventories lowered than cost no longer existed. The reversal of write-down was recognized as a reduction of operating costs.
The inventories of the Company were not pledged as collaterals.
(g) Other assets
The details of other assets were as follows:
| Tax refund receivables Prepayment for purchases Prepaid expenses Restricted time deposits Refundable deposits Others Recognized in: Other current assets Other non-current financial assets |
December 31, 2021 |
December 31, 2020 1,562 63,424 5,198 1,525 5,834 3,351 80,894 75,060 5,834 80,894 |
|---|---|---|
| $ 1,904 12,968 3,604 2,538 2,566 4,349 |
||
$ 27,929 |
||
$ 25,363 2,566 |
||
$ 27,929 |
The above-mentioned restricted time deposits had been pledged as collateral. Please refer to note 8.
(h) Investments accounted for using equity method
A summary of the Company’s financial information for equity-accounted investees at the reporting date is as follows:
- 189 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
| Subsidiaries | December 31, 2021 |
December 31, 2020 273,765 |
|---|---|---|
| $ 274,653 |
During the years ended December 31, 2021 and 2020, cash dividends from above-mentioned subsidiaries were $12,351 and $3,006, respectively.
For the related information, please refer to the consolidated financial statements for the year ended December 31, 2021.
The investments accounted for using equity method of the Company were not pledged as collaterals.
(i) Non-controlling interests’ share of subsidiaries
Please refer to the consolidated financial statements for the year ended December 31, 2021.
(j)
Property, plant and equipment
The cost and depreciation of the property, plant and equipment of the Company were as follows:
| Cost or deemed cost: Balance on January 1, 2021 Additions Reclassification Disposals Balance on December 31, 2021 Balance on January 1, 2020 Additions Reclassification Disposals Balance on December 31, 2020 Depreciation: Balance on January 1, 2021 Depreciation Disposals Balance on December 31, 2021 Balance on January 1, 2020 Depreciation Disposals Balance on December 31, 2020 Carrying amounts: Balance on December 31, 2021 Balance on January 1, 2020 Balance on December 31, 2020 |
Buildings and construction |
Machinery and equipment |
Office equipment |
Other | Total |
|---|---|---|---|---|---|
| $ 978,660 1,689 - - |
2,225,110 7,986 7,602 (41,871) |
19,667 - - - |
140,049 24,913 (7,602) (7,712) |
3,363,486 34,588 - (49,583) 3,348,491 3,336,124 27,422 - (60) 3,363,486 3,084,739 43,938 (47,077) 3,081,600 3,027,073 57,726 (60) 3,084,739 266,891 309,051 278,747 |
|
| $ 980,349 |
2,198,827 |
19,667 | 149,648 |
||
$ 978,660 - - - |
2,210,574 5,097 9,439 - |
19,727 - - (60) |
127,163 22,325 (9,439) - |
||
| $ 978,660 |
2,225,110 | 19,667 |
140,049 | ||
$ 768,676 12,036 - |
2,184,084 16,692 (41,871) |
19,399 106 - |
112,580 15,104 (5,206) |
||
| $ 780,712 |
2,158,905 |
19,505 | 122,478 |
||
$ 753,186 15,490 - |
2,163,941 20,143 - |
19,154 305 (60) |
90,792 21,788 - |
||
| $ 768,676 |
2,184,084 | 19,399 |
112,580 | ||
$ 199,637 |
39,922 |
162 |
27,170 |
||
$ 225,474 |
46,633 |
573 | 36,371 |
||
$ 209,984 |
41,026 |
268 | 27,469 |
Please refer to note 6(y) for gain (loss) on disposal of property, plant and equipment.
Property, plant and equipment pledged as collateral for long-term borrowings and finance as of December 31, 2021 and 2020, are disclosed in note 8.
- 190 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
(k) Right-of-use assets
The Company leases land. Information about leases for which the Company as a lessee was presented below:
| Cost: Balance on January 1, 2021 Balance on December 31, 2021 Balance on January 1, 2020 Other reduction Balance on December 31, 2020 Accumulated depreciation: Balance on January 1, 2021 Depreciation Balance on December 31, 2021 Balance on January 1, 2020 Depreciation Balance on December 31, 2020 Carrying amounts: Balance on December 31, 2021 Balance on January 1, 2020 Balance on December 31, 2020 |
Amount $ 66,409 $ 66,409 $ 67,226 (817) $ 66,409 $ 5,482 2,722 $ 8,204 $ 2,757 2,725 $ 5,482 $ 58,205 $ 64,469 $ 60,927 |
|---|---|
(l) Intangible assets
The cost and accumulated amortization for intangible assets were as follows:
| Cost: Balance on January 1, 2021 Individual acquisition Disposals Balance on December 31, 2021 Balance on January 1, 2020 Individual acquisition Disposals Balance on December 31, 2020 |
Patent | Computer software cost |
Total amount 11,470 769 (1,151) 11,088 10,739 1,696 (965) 11,470 |
|---|---|---|---|
| $ 2,888 339 (198) |
8,582 430 (953) |
||
$ 3,029 |
8,059 |
||
$ 3,557 296 (965) |
7,182 1,400 - |
||
$ 2,888 |
8,582 |
- 191 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
| Amortization: Balance on January 1, 2021 Amortization Disposals Balance on December 31, 2021 Balance on January 1, 2020 Amortization Disposals Balance on December 31, 2020 Carrying amounts: Balance on December 31, 2021 Balance on January 1, 2020 Balance on December 31, 2020 |
Patent | Computer software cost |
Total amount 7,379 1,194 (1,151) 7,422 6,979 1,365 (965) 7,379 3,666 3,760 4,091 |
|---|---|---|---|
| $ 1,433 259 (198) |
5,946 935 (953) |
||
$ 1,494 |
5,928 |
||
$ 2,137 261 (965) |
4,842 1,104 - |
||
$ 1,433 |
5,946 |
||
$ 1,535 |
2,131 |
||
$ 1,420 |
2,340 |
||
$ 1,455 |
2,636 |
The amortization expenses of intangible assets included in the statement of comprehensive income were as follows:
| Operating costs Operating expenses Total |
2021 | 2020 308 1,057 1,365 |
|---|---|---|
| $ 284 910 |
||
| $ 1,194 |
The intangible assets of the Company were not pledged as collaterals.
- (m) Short-term borrowings
The short-term borrowings were summarized as follows:
| Unsecured bank loans Unused short-term credit lines Range of interest rates |
December 31, 2021 $ - |
December 31, 2020 700,000 1,173,097 0.80%~0.85% |
|---|---|---|
| $ 1,979,365 |
||
- |
There were no collaterals for the short-term borrowings of the Company.
Please refer to note 6(z) for the interest rate risk, currency risk and sensitivity analysis of the financial liabilities of the Company.
- (n) Other payables
| Salaries and wages payables Year-end bonus payables Employee remuneration payables Directors’ and supervisors’ remuneration payables Employee benefits liabilities Others |
December 31, 2021 |
December 31, 2020 34,458 68,000 14,683 7,010 23,409 90,994 238,554 |
|---|---|---|
| $ 34,736 67,000 14,486 6,727 25,733 92,011 |
||
$ 240,693 |
- 192 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
(o) Long-term borrowings
The long-term borrowings were summarized as follows:
| Commercial paper payable Less: discount on long-term borrowings Total Unused long-term credit lines Range of interest rates |
December 31, 2021 | December 31, 2020 |
|---|---|---|
| $ 400,000 1,651 |
- - |
|
$ 398,349 |
- | |
$ 400,000 |
800,000 | |
1.1610% |
- |
The Company signed a 5-year syndicated loan contract with E-SUN bank and six other banks on May 15, 2020, with a revolving credit line of $800,000 from the first appropriation date to maturity date, wherein $800,000 can be appropriated by using the banks’ own fund and $600,000 by using company-issued commercial paper guaranteed by the banks, and the combined credit line should not exceed $800,000. According to the loan contract, 9 months after the date the contract was signed will be considered as the first appropriation date to calculate the revolving credit even if the credit line is unused after 9 months. The credit line, with a total of five phases, decreases every 6 months, beginning the 36[th] month after the first appropriation date. The first to fourth phases of the total credit line amounting to $800,000 will decrease by 12.5%, and the fifth phase will decrease by 50%. As the credit line decreases, the residual of the excess credit line will be repaid upon maturity. The Company issued a total of $400,000 commercial paper on February 5, 2021, with restrictions related to the contract are as follows:
Pursuant to the loan contract, for the duration of the loan, the Company must conform to the predetermined financial covenants involving special financial ratios calculated based on the annual consolidated financial statements. If the special financial ratios cannot meet the requirement, the Company should improve within nine months after the end of the fiscal year. If the adjusted financial ratios reviewed by the certified accountant meet the requirements, it will not be regarded as breach of the contract. During the period for adjustment, unused lines of credit, excluding the revolving credit extension, will be suspended until such ratios are in compliance with the contract requirement. However, during the said period, the interest rate and the commercial paper guaranteed rate would increase to 1.25% unless the majority of the consortium agreed the exemption. Before the final agreement is made by the majority of the consortium, the violation of financial ratios would not be viewed as breach. The financial covenants were as follows:
-
(i) A minimum current ratio of 100% should be maintained.
-
(ii) A maximum debt ratio of 150% should be maintained.
-
(iii) A minimum times interest earned ratio of 2.5 should be maintained.
-
(iv) Minimum net tangible assets of 140,000 should be maintained.
Assets pledged as collateral for long-term borrowings are disclosed in note 8.
- 193 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
(p) Lease liabilities
| December 31, 2021 Current $ 2,031 Non-current $ 58,640 For the maturity analysis, please refer to note 6(z). The amounts recognized in profit or loss were as follows: 2021 Interest on lease liabilities $ 2,007 Expenses relating to short-term leases $ 300 Expenses relating to leases of low-value assets, excluding short-term leases of low-value assets $ 144 COVID-19-related rent concessions (recognized as deduction of depreciation expenses of right-of-use assets) $- The amounts recognized in the statement of cash flows for the Company 2021 Total cash outflow for leases $ 4,417 |
December 31, 2021 |
December 31, 2020 1,966 60,671 2020 2,071 300 144 348 were as follows: 2020 4,073 |
|---|---|---|
| $ 2,031 |
||
$ 58,640 |
||
| $ 4,417 |
1. Lease of land
The Company leases land for its office space and factory. The leases of land typically run for a period of 10 years.
Lease payments for certain contracts are subject to changes in the local price index, which usually occur once a year.
The lease agreements of the Company include the options to extend the lease or terminate the lease. These options are only for the Company to have enforceable rights and the lessor does not have these rights. In the event that it is not possible to reasonably determined the period of the extended lease that will be exercisable, the related payments over the period covered by the option are not included in the lease liability.
2. Other leases
The Company leases office supplies and other equipment with lease terms of one to three years. These leases are short-term or leases of low-value items. The Company has elected not to recognize right-of-use assets and lease liabilities for these leases.
- 194 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
(q) Employee benefits
- (i) Defined benefit plans
Reconciliation of defined benefit obligations at present value and plan asset at fair value are as follows:
| Present value of defined benefit obligations Fair value of plan assets Net defined benefit liabilities |
December 31, 2021 |
December 31, 2020 209,209 (122,161) |
|---|---|---|
| $ 228,880 (127,903) |
||
$ 100,977 |
87,048 |
The Company makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pensions for its employees upon retirement. The plans (covered by the Labor Standards Law) entitle a retired employee to receive an annual payment based on the years of service and average salary for the six months prior to retirement.
1) Composition of plan assets
The Company allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor retirement Fund, and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. With regard to the utilization of the funds, minimum earnings shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.
The Company’s Bank of Taiwan labor pension reserve account balance amounted to $127,903 as of December 31, 2021. For information on the utilization of the labor pension fund assets, including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.
- 2) Movements in present value of the defined benefit obligations
The movements in present value of defined benefit obligations for the Company were as follows:
| Defined benefit obligations at January 1 Current service and interest cost Remeasurement of the net defined benefit liabilities (assets) -Actuarial gain on financial assumptions change -Experience adjustment Employee benefits paid Defined benefit obligations at December 31 |
2021 | 2020 202,792 2,834 (3,486) 8,013 (944) 209,209 |
|---|---|---|
| $ 209,209 2,148 (1,957) 22,126 (2,646) $ 228,880 |
- 195 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
- 3) Movements of defined benefit plan assets
The movements in the present value of the defined benefit plan assets for the Company were as follows:
| Fair value of plan assets at January 1 Interest income Remeasurement of the net defined benefit liabilities (assets) -Return on plan assets (excluding current interest cost) Contributions made by employer Employee pensions paid Fair value of plan assets at December 31 |
2021 | 2020 114,246 1,305 3,241 4,313 (944) |
|---|---|---|
| $ 122,161 929 1,232 4,462 (881) $ 127,903 |
||
122,161 |
- 4) Expenses recognized in profit or loss
The expenses recognized in profit or loss for the Company were as follows:
| Current service costs Net interest costs on net defined benefit liabilities (assets) Operating costs Selling expenses General and administrative expenses Research and development expenses Actual return on assets |
2021 | 2020 |
|---|---|---|
| $ 582 637 $ 1,219 |
556 973 1,529 1,156 58 180 135 1,529 4,546 |
|
$ 912 50 148 109 |
||
| $ 1,219 |
||
$ 2,161 |
- 5) Actuarial assumptions
The following are the Company’s principal actuarial assumptions:
| Discount rate Future salary increases |
December 31, 2021 0.750% 1.750% |
December 31, 2020 0.750% 2.000% |
|---|---|---|
The expected allocation payment to be made by the Company to the defined benefit plans for the one-year period after the reporting date is $4,326.
- 196 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
The weighted-average lifetime of the defined benefits plans is 16.54 years.
- 6) Sensitivity analysis
If the actuarial assumptions had changed, the impact on the present value of the defined benefit obligation shall be as follows:
| As of December 31, 2021 Discount rate (changed 0.25%) Future salary increasing rate (changed 0.25%) As of December 31, 2020 Discount rate (changed 0.25%) Future salary increasing rate (changed 0.25%) |
Influences of defined benefit obligations Increased Decreased $ (7,763) 8,144 $ 7,901 (7,578) $ (7,562) 7,907 $ 7,692 (7,388) |
Influences of defined benefit obligations Increased Decreased $ (7,763) 8,144 $ 7,901 (7,578) $ (7,562) 7,907 $ 7,692 (7,388) |
|---|---|---|
| Increased $ (7,763) $ 7,901 $ (7,562) $ 7,692 |
||
8,144 (7,578) 7,907 (7,388) |
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions remain constant, would have affected the defined benefit obligation by the amounts shown above. The method used in the sensitivity analysis is consistent with the calculation of the pension liabilities in the balance sheets.
There is no change in the method and assumptions used in the preparation of sensitivity analysis for 2021 and 2020.
(ii) Defined contribution plans
The Company allocates 6% of each employee’s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under this defined contribution plans, the Company allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligations.
Details of the Company’s pension costs under the defined contribution method were as follows:
| Operating cost Selling expenses General and administrative expenses Research and development expenses |
2021 | 2020 19,215 1,350 1,471 2,784 24,820 |
|---|---|---|
| $ 20,173 1,386 1,357 2,772 |
||
$ 25,688 |
- 197 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
(r) Income taxes
(i) Income tax expenses
The amount of income tax expenses was as follows:
| Current tax expense (benefit) Current period Adjustment for prior periods Deferred tax expense (benefit) Origination and reversal of temporary differences Change in unrecognized deductible temporary differences Income tax expenses |
2021 | 2020 |
|---|---|---|
| $ 25,998 (6,878) |
39,130 (3,578) |
|
19,120 |
35,552 |
|
11,947 (1,812) |
2,149 (998) 1,151 |
|
10,135 |
||
$ 29,255 |
36,703 |
No income tax was recognized directly in equity in 2021. The amount of income tax recognized directly in equity for 2020 was as follows:
| Capital surplus-disgorgement |
Amount $ 118 |
|---|---|
The amount of income tax recognized in other comprehensive income for 2021 and 2020 was as follows:
| 2021 Items that will not be reclassified subsequently to profit or loss: Unrealized gains (losses) from investment in equity instruments measured at fair value through other comprehensive income $ (66) Reconciliation of income tax and profit before tax was as follows: 2021 Income before income tax $ 266,535 Income tax calculated based on the Company’s domestic tax rate $ 53,307 Domestic investment gain under the equity method 156 Tax-exempt income-dividend income (5,263) Tax-exempt income-gains derived from the securities transactions (340) Change in unrecognized temporary differences (1,812) Investment tax credit (10,475) Additional tax on undistributed earnings - Adjustment for prior periods (6,878) Others 560 Income tax expenses $ 29,255 |
2021 Items that will not be reclassified subsequently to profit or loss: Unrealized gains (losses) from investment in equity instruments measured at fair value through other comprehensive income $ (66) Reconciliation of income tax and profit before tax was as follows: 2021 Income before income tax $ 266,535 Income tax calculated based on the Company’s domestic tax rate $ 53,307 Domestic investment gain under the equity method 156 Tax-exempt income-dividend income (5,263) Tax-exempt income-gains derived from the securities transactions (340) Change in unrecognized temporary differences (1,812) Investment tax credit (10,475) Additional tax on undistributed earnings - Adjustment for prior periods (6,878) Others 560 Income tax expenses $ 29,255 |
2020 |
|---|---|---|
| 298 | ||
| 2020 | ||
| $ 266,535 |
270,169 |
|
$ 53,307 156 (5,263) (340) (1,812) (10,475) - (6,878) 560 |
54,034 (641) (1,501) (1,295) (998) (10,900) 1,894 (3,578) (312) |
|
| $ 29,255 |
36,703 |
- 198 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
-
(ii) Deferred tax assets and liabilities
-
1) Unrecognized deferred tax assets
Deferred tax assets have not been recognized in respect of the following items:
Pension expense Temporary differences related to investment in subsidiaries |
December 31, 2021 |
December 31, 2020 73,130 157,380 230,510 |
|---|---|---|
| $ 84,764 164,835 |
||
$ 249,599 |
As of December 31, 2021 and 2020, deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Company can utilize the benefits therefrom.
- 2) Recognized deferred tax assets and liabilities
Changes in the amount of deferred tax assets and liabilities were as follows:
Deferred tax liabilities:
| Balance on January 1, 2021 Recognized in profit or loss Recognized in other comprehensive income Balance on December 31, 2021 Balance on January 1, 2020 Recognized in profit or loss Recognized in other comprehensive income Balance on December 31, 2020 |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income |
Others 56 (48) - 8 |
Total |
|---|---|---|---|
| $ 298 - (66) $ 232 |
354 (48) (66) 240 |
||
$ - - 298 |
- 56 - 56 |
- 56 298 |
|
| $ 298 |
354 |
- 199 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
Deferred tax assets:
| Balance on January 1, 2021 Recognized in profit or loss Balance on December 31, 2021 Balance on January 1, 2020 Recognized in profit or loss Balance on December 31, 2020 |
Inventory valuation loss |
Unrealized salesprofit |
Unrealized exchange loss |
Employee benefits liabilities |
Others | Total |
|---|---|---|---|---|---|---|
| $ 9,290 (1,496) |
3,062 (1,101) |
6,314 (5,702) |
4,682 465 |
8,286 (2,349) |
31,634 (10,183) 21,451 32,729 (1,095) 31,634 |
|
$ 7,794 |
1,961 |
612 |
5,147 | 5,937 |
||
$ 11,046 (1,756) |
2,713 349 |
6,076 238 |
4,346 336 |
8,548 (262) |
||
$ 9,290 |
3,062 |
6,314 |
4,682 | 8,286 |
- (iii) Assessment of tax
The Company’s tax returns for the years through 2019 were assessed by the R.O.C tax authority.
(s) Capital and other equities
(i) Ordinary shares
As of December 31, 2021 and 2020, the authorized share capital of the Company amounted to $3,500,000, comprising 350,000 thousand shares with a par value of New Taiwan dollars (TWD) 10 per share. Issued shares were both 162,408 thousand shares. The weighted-average numbers of shares of common stock outstanding excluded treasury stock and the common stock held by the Company’s subsidiaries were both 148,613 thousand shares.
(ii) Capital surplus
The balances of capital surplus were as follows:
| Treasury share transactions Disgorgement Return of employee stock ownership trust Total |
December 31, 2021 |
December 31, 2020 14,950 473 - 15,423 |
|---|---|---|
| $ 25,503 473 4 |
||
| $ 25,980 |
According to the Company Act, any realized capital surplus is initially used to cover any deficit, and the balance, if any, could be transferred to common stock as stock dividend or distributed as cash based on a resolution approved by the stockholders. Realized capital surplus includes the premium derived from the issuance of shares of stock in excess of par value and endowments received by the Company. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the combined amount of any portions capitalized in any one year may not exceed 10% of paid-in capital.
(iii) Retained Earning
The Company’s article of incorporation stipulate that Company’s net earnings, after paying any taxes, should first be used to offset the prior years’ deficits, if any. Of the remaining balance, 10% is to be appropriated as legal reserve. Only if the legal reserve
- 200 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
has attained to the paid-in capital could be the exception, besides, special reserves are supposed to set aside or reversed in accordance with the needs of the Company’s operations or the relevant regulations of the government. And then any remaining profit together with any undistributed retained earnings will be distributable earnings. No more than 80% of current year’s distributable earnings shall be distributed according to the distribution plan proposed by the Board of Directors and submitted to the stockholders’ meeting for approval. But cash-based dividends, including cash distribution from legal reserve and capital surplus, will first have to be approved by the Board of Directors and be reported at the shareholders’ meeting.
The Company’s industry is currently in a steady growth phase. The Company’s dividend policy is to pay dividends from surplus considering the future capital budget requirement and cash requirements, and taking into the account of dilution on earnings per share and influence upon returns on equity. Therefore, the future distribution of earnings shall be distributed in cash dividends and/or stock dividends. The ratio of cash dividends shall not be less than 50% of the Company’s total dividends for the year.
- 1) Legal reserve
When a company incurs no loss, it may, pursuant to a resolution by a shareholders’ meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.
2) Special reserve
In accordance with the regulation of the FSC, a portion of current-period earnings and undistributed prior-period earnings shall be reclassified as a special earnings reserve during earnings distribution. The amount to be reclassified should equal the current-period net reduction of other shareholders’ equity. (For 2020, current-period net income after tax and undistributed prior-period earnings were reclassified as a special earnings reserve during the earnings distribution. For 2021, current-period net income after tax, including those other items directly charged or credited to current-period earnings and undistributed prior-period earnings, were reclassified as a special earnings reserve during the earnings distribution.) Similarly, a portion of undistributed prior-period earnings shall be reclassified as a special earnings reserve (and does not qualify for earnings distribution) to account for cumulative reduction to other shareholders’ equity pertaining to prior periods. Amounts of subsequent reversals pertaining to the net reduction of other shareholders’ equity shall qualify for additional distributions. As of December 31, 2021 and 2020, the balance reclassified as a special earnings reserve through the resolutions passed by the shareholders’ meeting were $117,815 and $102,612, respectively.
- 3) Earnings distribution
The amounts of cash dividends on the appropriations of earnings for 2020 had been approved during the board meeting on March 10, 2021. The amounts of cash dividends on the appropriations of earnings for 2019 had been approved during the shareholders’ meeting on June 12, 2020. The relevant dividend distributions to shareholders were as follows:
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EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
| Dividends distributed to ordinary shareholders (New Taiwan Dollar) Cash |
2020 $ 1.2 |
2019 1.2 |
|---|---|---|
The amount of cash dividends on the appropriations of earnings for 2021 had been approved during the board meeting on March 10, 2022. The relevant dividend distributions to shareholders is $1.2 per share.
(iv) Other equity (net of tax)
| Balance on January 1, 2021 The Company Subsidiaries The company-disposal of investments in equity instruments designated at fair value through other comprehensive income Subsidiaries-disposal of investments in equity instruments designated at fair value through other comprehensive income Balance on December 31, 2021 Balance on January 1, 2020 The Company Subsidiaries The company-disposal of investments in equity instruments designated at fair value through other comprehensive income Balance on December 31, 2020 |
Foreign exchange differences arising from foreign operation |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income (99,519) 52,639 6,626 (34,101) (138) |
Total |
|---|---|---|---|
| $ (18,296) (10,533) (1,169) - - |
(117,815) 42,106 5,457 (34,101) (138) (104,491) |
||
| $ (29,998) |
(74,493) (88,501) 19,634 (22,115) (8,537) (99,519) |
||
$ (14,111) (4,355) 170 - |
(102,612) 15,279 (21,945) (8,537) (117,815) |
||
| $ (18,296) |
(t) Treasury shares
The movements of treasury shares of the Company were as follows:
(Unit: thousand shares)
| Reason to repurchase 2021 To transfer shares to the Company’s employee 2020 |
January 1 5,000 |
Shares repurchase |
Shares retired |
December 31 |
|---|---|---|---|---|
| - | - | 5,000 | ||
| To transfer shares to the Company’s employee |
5,000 | - | - | 5,000 |
|---|---|---|---|---|
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EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
In accordance with Article 28-2 of the Securities and Exchange Act requirements as stated above, the number of shares repurchased should not exceed 10 percent of all shares outstanding. Also, the value of the repurchased shares should not exceed the sum of the Company’s retained earnings, share premium, and realized capital reserves. The aforementioned repurchased shares and amount did not exceed statutory limit.
As of December 31, 2021 and 2020, the costs of treasury shares both amounted to $50,739.
In accordance with the requirements of Securities and Exchange Act, treasury shares held by the Company should not be pledged, and do not hold any shareholder rights before their transfer.
Ying Dar Corp. and Bae Haw Corp., subsidiaries of the Company, held the Company’s common stock. In 2021 and 2020, Ying Dar Corp. and Bae Haw Corp. did not purchase or dispose of any of the Company’s shares. As of December 31, 2021 and 2020, Ying Dar Corp. and Bae Haw Corp. together held 8,794 thousand shares of the Company’s common stock. The cost was $122,282 which was recognized in treasury shares. As of December 31, 2021 and 2020, their market values amounted to $171,051 and $169,292, respectively.
(u) Earnings per share
The calculation of basic earnings per share and diluted earnings per share were as follows:
| Basic earnings per share Profit attributable to ordinary shareholders of the Company Weighted-average number of ordinary shares (expressed in thousands of shares) Expressed in New Taiwan dollars Diluted earnings per share Profit attributable to ordinary shareholders of the Company Weighted-average number of ordinary shares (expressed in thousands of shares) Effect of potentially dilutive ordinary stock- Employee share bonus (expressed in thousands of shares) Weighted-average number of ordinary shares- diluted (expressed in thousands of shares) Expressed in New Taiwan dollars |
2021 | 2020 233,466 148,613 1.57 233,466 148,613 962 149,575 1.56 |
|---|---|---|
| $ 237,280 148,613 |
||
$ 1.60 |
||
| $ 237,280 | ||
148,613 886 |
||
| 149,499 | ||
$ 1.59 |
In computing above earnings per share of ordinary shares, the weighted-average numbers of shares of ordinary shares outstanding excluded 8,794 thousand shares of ordinary shares held by the Company’s subsidiaries as treasury shares.
- 203 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
-
(v) Revenue from contracts with customers
-
(i) Disaggregation of revenue
Primary geographical markets: Europe America Others Total Major products: Liquid crystal display modules Capacitive touch panel and capacitive touch panel module Others Total |
2021 | 2020 |
|---|---|---|
| $ 2,357,723 1,037,966 689,513 |
2,092,088 1,067,849 482,496 3,642,433 1,189,224 2,379,730 73,479 3,642,433 |
|
$ 4,085,202 |
||
$ 1,141,419 2,824,588 119,195 |
||
$ 4,085,202 |
(ii) Contract balances
Accounts receivable (including related parties) Less: allowance for impairment Total Contract liabilities-unearned revenue (recognized in other current liabilities) |
December 31, 2021 |
December 31, 2020 |
January 1, 2020 629,633 (18,771) 610,862 12,942 |
|---|---|---|---|
| $ 808,996 (5,584) |
665,332 (5,481) |
||
$ 803,412 |
659,851 |
||
$ 40,390 |
33,286 |
For details on accounts receivable and allowance for impairment, please refer to note 6 (d).
The amounts of revenue recognized for the years ended December 31, 2021 and 2020 that were included in the contract liability balance at the beginning of the period were $10,784 and $4,942, respectively.
(w) Employee remuneration and directors’ and supervisors’ remuneration
In accordance with the Articles of incorporation, the Company should contribute no less than 5% of the profit as employee remuneration and less than 3% as directors’ and supervisors’ remuneration when there is profit for the year. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficit. The recipients of shares and cash may include the employees of the Company’s affiliated companies who meet certain conditions.
- 204 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
For the year ended December 31, 2021 and 2020, the Company estimated its employee remuneration amounting to $14,486 and $14,683, and directors’ and supervisors’ remuneration amounting to $8,691 and $8,810, respectively. The estimated amounts mentioned above are calculated based on the net profit before tax, excluding the remuneration to employees, directors and supervisors of each period, multiplied by the percentage of remuneration to employees, directors and supervisors as specified in the Company’s articles. These remunerations were expensed under operating costs or operating expenses during 2021 and 2020. The aforementioned amounts, as stated in the parent-company-only financial statements, are identical to those of the actual distributions approved by Board of Directors for 2021 and 2020. Related information would be available at the Market Observation Post System website.
- (x) Net other income (expenses)
Net other income (expenses) consists of income from lending space.
-
(y) Non-operating income and expenses
-
(i) Interest income
The details of interest income were as follows:
| Interest income from bank deposits Interest income from loans to subsidiaries Others |
2021 | 2020 |
|---|---|---|
| $ 1,133 - 26 |
9,472 103 88 9,663 |
|
| $ 1,159 |
- (ii) Other income
The details of other income were as follows:
| Dividend income Others |
2021 | 2020 7,646 3,544 11,190 |
|---|---|---|
| $ 26,502 792 |
||
| $ 27,294 |
(iii) Other gains and losses
The details of other gains and losses were as follows:
| Foreign exchange losses Net gains on financial assets (liabilities) measured at fair value through profit or loss Gains on disposal of property, plant and equipment Others |
2021 | 2020 (70,170) 1,818 - (328) (68,680) |
|---|---|---|
| $ (24,811) 6,227 436 (2,350) |
||
$ (20,498) |
- 205 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
- (iv) Finance costs
The details of finance costs were as follows:
| Interest expenses Bank loans Lease liabilities Management fee of syndicated loan |
2021 | 2020 8,482 2,071 300 10,853 |
|---|---|---|
| $ 5,777 2,007 200 |
||
| $ 7,984 |
-
(z) Financial Instruments
-
(i) Credit risk
- 1) Credit risk exposure
The Company’s maximum amount exposed to credit risk was the carrying amount of financial assets and contract assets.
- 2) Concentration of credit risk
As of December 31, 2021 and 2020, two customers accounted for 66% and 71% of total accounts receivable, respectively.
- 3) Credit risk of accounts receivable
For credit risk exposure of accounts receivable, please refer to note 6(d).
Other financial assets at amortized cost include other receivables, refundable deposits, and restricted time deposits. All of these financial assets are considered to have low risk, and thus, the credit loss allowance recognized during the period was limited to 12 months expected credit losses. There was no loss allowance recognized. Please refer to notes 6(e) and 6(g).
(ii) Liquidity Risk
The following table shows the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.
| December 31, 2021 Non-derivative financial liabilities Secured long-term borrowings (floating rate) Accounts payable (no interest) Accounts payable-related parties Notes payable (no interest) Other payables (no interest) Other payables-related parties (no interest) Lease liabilities (fixed interest) Guarantee deposits (no interest) |
Carrying amount |
Contractual cash flows |
Within 6 months |
6-12 months |
1-2 years |
2-5 years |
Over 5years |
|---|---|---|---|---|---|---|---|
| $ 398,349 505,207 27,082 86 240,693 11,420 60,671 34 |
(419,034) (505,207) (27,082) (86) (240,693) (11,420) (91,710) (34) |
(2,290) (505,207) (27,082) (86) (240,693) (11,420) (1,986) |
(2,341) - - - - - (1,986) |
(4,644) - - - - - (3,973) |
(409,759) - - - - - (11,919) (34) |
- - - - - - (71,846) (71,846) |
|
| $ 1,243,542 |
(1,295,266) |
(788,764) | (4,327) | (8,617) | (421,712) |
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EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
| December 31, 2020 Non-derivative financial liabilities Unsecured short-term borrowings (floating rate) Accounts payable (no interest) Accounts payable-related parties Notes payable (no interest) Other payables (no interest) Other payables-related parties (no interest) Lease liabilities (fixed interest) Guarantee deposits (no interest) Derivative financial liabilities Swap Contract: Cash in Cash out |
Carrying amount |
Contractual cash flows |
Within 6 months |
6-12 months |
1-2 years |
2-5 years |
Over 5years - - - - - - (75,818) - - - |
|---|---|---|---|---|---|---|---|
| $ 700,000 355,622 90,862 1,234 238,554 9,784 62,637 34 195 - |
(700,756) (355,622) (90,862) (1,234) (238,554) (9,784) (95,682) (34) 28,480 (28,703) |
(700,756) (355,622) (90,862) (1,234) (238,554) (9,784) (1,986) - 28,480 (28,703) |
- - - - - - (1,986) - - - |
- - - - - - (3,973) - - - |
- - - - - - (11,919) (34) - - |
||
| $ 1,458,922 |
(1,492,751) |
(1,399,021) |
(1,986) | (3,973) | (11,953) | (75,818) |
The Company does not expect that the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.
(iii) Currency risk
1) Exposure to foreign currency risk
The Company’s significant exposure to foreign currency risk was as follows:
| December 31, 2021 Foreign currency Exchange rate TWD Financial assets Monetary items USD $ 51,820 27.68 1,434,370 JPY 18,516 0.2405 4,453 CNY 1,061 4.344 4,609 EUR 61 31.32 1,911 Non-Monetary items USD 503 27.68 13,922 Financial liabilities Monetary items USD 13,565 27.68 375,489 JPY 15,651 0.2405 3,764 EUR - 31.32 - Non-Monetary items USD 800 27.68 22,144 |
December 31, 2021 | December 31, 2021 | December 31, 2021 | December 31, 2020 | December 31, 2020 | December 31, 2020 |
|---|---|---|---|---|---|---|
| Foreign currency |
Exchange rate |
TWD | Foreign currency |
Exchange rate |
TWD | |
27.68 0.2405 4.344 31.32 27.68 27.68 0.2405 31.32 27.68 |
1,434,370 4,453 4,609 1,911 13,922 375,489 3,764 - 22,144 |
57,282 52,538 4,021 75 2,566 11,735 15,991 72 1,000 |
28.48 0.2763 4.377 35.02 28.48 28.48 0.2763 35.02 28.48 |
1,631,396 14,516 17,601 2,627 73,070 334,207 4,418 2,534 28,480 |
||
2) Sensitivity analysis
The Company’s exposure to foreign currency risk arises from the translation of the cash and cash equivalents, accounts receivable, other receivables, financial assets and liabilities measured at fair value through profit or loss, financial assets measured at fair value through other comprehensive income, accounts payable, and other payables. As of December 31, 2021 and 2020, if the exchange rate of the TWD versus the USD, CNY, JPY, and EUR have increased or decreased by 1%, given no changes in other factors, profit after tax would have increased or decreased by $8,352 and $10,843, and other comprehensive income after tax would have increased or decreased by $111 and $114, respectively. The analysis is performed on the same basis of prior year.
- 207 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
- 3) Exchange gains and losses on monetary items
For the years 2021 and 2020, foreign exchange gains (losses) (including realized and unrealized portions) amounted to $(24,811) and $(70,170), respectively.
- (iv) Interest rate analysis
For the Company’s financial liabilities exposed to interest rate risk, please refer to the attached note about liquidity risk.
The following sensitivity analysis is based on the exposure to the interest rate risk of derivative and non-derivative financial instruments on the reporting date. Regarding assets with variable interest rates, the analysis is based on the assumption that the amount of assets outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by 0.25% when reporting to management internally, which also represents the Company management’s assessment of the reasonably possible interest rate change.
If interest rates had increased or decreased by 0.25% basis points, with all other variables held constant, the Company’s profit after tax for the years ended 2021 and 2020 would have been decreased or increased by $800 and $1,400, respectively. This is mainly as a result of liabilities bearing floating interest rates.
(v) Other price risk
If the prices of equity securities change at reporting date, with all other variables held constant, the influences were as follows:
| Prices of securities at reporting date Increase 3% Decrease 3% |
2021 Other comprehensive income after tax |
Net income after tax |
2020 Other comprehensive income after tax |
Net income after tax 1,412 (1,412) |
|---|---|---|---|---|
| $ 9,415 |
- |
5,016 | ||
$ (9,415) |
- |
(5,016) |
-
(vi) Fair value
-
1) Fair value hierarchy
The fair value of financial assets and liabilities at fair value through profit or loss and financial assets at fair value through other comprehensive income are measured on a recurring basis. The carrying amount and fair value of the Company’s financial assets and liabilities, including the information on fair value hierarchy are stated below; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, and lease liabilities, disclosure of fair value information is not required:
- 208 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
| Financial assets at FVTPL Forward exchange contracts Financial assets at FVOCI Equity instrument with quoted market prices Equity instrument at fair value without quoted market prices Subtotal Financial assets at amortized cost Cash and cash equivalents Accounts receivable (including related parties) Other receivables Restricted time deposits Refundable deposits (recognized in other non-current financial assets) Subtotal Total financial assets Financial liabilities at amortized cost Bank loans Notes payable Accounts payable (including related parties) Other payables (including related parties) Lease liabilities Guarantee deposits Total financial liabilities |
December 31, 2021 | December 31, 2021 | December 31, 2021 | ||
|---|---|---|---|---|---|
| Carrying amount $ 42 282,185 34,406 316,591 711,866 803,412 1,621 2,538 2,566 1,522,003 $ 1,838,636 $ 398,349 86 532,289 252,113 60,671 34 $ 1,243,542 |
Fair Value | ||||
| Level 1 - 282,185 - - - - - - - - - - - - |
Level 2 42 - - - - - - - - - - - - - |
Level 3 - - 34,406 - - - - - - - - - - - |
Total | ||
| 42 282,185 34,406 - - - - - - - - - - - |
| Financial assets at FVTPL Debt investment with quoted market price Financial assets at FVOCI Equity instrument with quoted market prices Equity instrument at fair value without quoted market prices Subtotal |
December 31, 2020 | December 31, 2020 | December 31, 2020 | ||
|---|---|---|---|---|---|
| Carrying amount $ 58,817 139,297 30,746 170,043 |
Fair Value | ||||
| Level 1 58,817 139,297 - |
Level 2 - - - |
Level 3 - - 30,746 |
Total | ||
| 58,817 139,297 30,746 |
- 209 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
| Financial assets at amortized cost Cash and cash equivalents Accounts receivable (including related parties) Other receivables Restricted time deposits Refundable deposits (recognized in other non-current financial assets) Subtotal Total financial assets Financial liabilities at FVTPL Derivative financial liabilities Financial liabilities at amortized cost Bank loans Notes payable Accounts payable (including related parties) Other payables (including related parties) Lease liabilities Guarantee deposits Subtotal Total financial liabilities |
December 31, 2020 | December 31, 2020 | December 31, 2020 | Total | |
|---|---|---|---|---|---|
| Carrying amount $ 1,159,414 659,851 5,510 1,525 5,834 |
Fair Value | ||||
| Level 1 - - - - - - - - - - - |
Level 2 - - - - 195 - - - - - - |
Level 3 - - - - - - - - - - - |
|||
| - - - - 195 - - - - - - |
|||||
1,832,134 |
|||||
$ 2,060,994 |
|||||
$ 195 |
|||||
| 700,000 1,234 446,484 248,338 62,637 34 |
|||||
| 1,458,727 | |||||
$ 1,458,922 |
The Company strives to use market observable inputs when measuring assets and liabilities. Different levels of the fair value hierarchy to be used in determining the fair value of financial instruments are as follows:
-
- Level 1: quoted prices (unadjusted) in the active markets for identified assets or liabilities.
-
- Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
-
- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
-
2) Valuation techniques for financial instruments measured at fair value
Non-derivative financial instruments
If a financial instrument has a quoted price in an active market, the quoted price is used as fair value. Quoted prices of major stock exchanges and quoted prices of government bonds are the basis for measuring the fair value of stocks listed on an exchange, stocks listed on the OTC, and debt instruments with quoted prices in an active market.
- 210 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
The fair values of the Company’s listed stocks and open-end funds with standard terms and conditions traded in an active markets were determined by the quoted market prices.
Measurements of fair value of financial instruments without an active market are based on a valuation technique. Fair value measured by a valuation technique can be extrapolated from similar financial instruments using the discounted cash flow method, or other valuation technique including a model using observable market data at the reporting date. Using discounted cash flow method to calculate fair value, the main assumption is to reflect monetary time value and return of invest risk to discount and measure based on investee’s estimated future cash flow.
Derivative financial instruments
The fair value of swap contracts and forward exchange contracts is based on quoted prices from the counterparty.
-
3)
-
Transfer between Level 1 to Level 2
There was no transfer between the fair value hierarchy levels for the years ended December 31, 2021 and 2020.
- 4) Movement of financial assets measured at fair value through other comprehensive income categorized as Level 3.
| Balance on January 1, 2021 Recognized in other comprehensive income Balance on December 31, 2021 Balance on January 1, 2020 Recognized in other comprehensive income Balance on December 31, 2020 |
Financial assets measured at FVOCI Unquoted equity instruments $ 30,746 3,660 $ 34,406 $ 33,552 (2,806) $ 30,746 |
|---|---|
- 5) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement.
The Company’s financial instruments that use Level 3 inputs to measure fair value - include fair value through other comprehensive income equity investments”.
The Company’s equity investments without active market in Level 3 have more than one significant unobservable inputs. The significant unobservable inputs of equity investments without active market are individually independent, and there is no correlation between them.
Quantified information of significant unobservable inputs was as follows:
- 211 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
| Item Financial assets at fair value through other comprehensive income -equity investments without an active market Financial assets at fair value through other comprehensive income -equity investments without an active market |
Valuation technique Discounted Cash Flow Method Net Asset Value Method |
Significant unobservable inputs ‧Continuing growth rate (1.44% and 0.48%, respectively, as of December 31, 2021 and 2020) ‧Weighted average cost of capital (9.75% and 10.52%, respectively, as of December 31, 2021 and 2020) ‧Market illiquidity discount rate (58.64% and 60.73%, respectively, as of December 31, 2021 and 2020) ‧Non-controlling interests discount rate (29.48% and 29.87%, respectively, as of December 31, 2021 and 2020) ‧Net Asset Value |
Inter-relationship between significant unobservable inputs and fair value measurement |
|---|---|---|---|
| ‧The higher the continuing growth rate is, the higher the estimated fair value would be. ‧The higher the weighted average cost of capital is, the lower the estimated fair value would be. ‧The higher the market illiquidity discount rate is, the lower the estimated fair value would be. ‧The higher the non-controlling interests discount is, the lower the estimated fair value would be. N/A |
- 6) Fair value measurements in Level 3 – sensitivity analysis of reasonably possible alternative assumptions
For fair value measurements in Level 3, changing one or more of the assumptions to reflect reasonably possible alternative assumptions would have the following effects on other comprehensive income:
| Inputs December 31,2021 Continuing growth rate 1.44% Weighted average cost of capital 9.75% Market illiquidity discount rate 58.64% Non-controlling interests discount rate 29.48% December 31,2020 Continuing growth rate 0.48% Weighted average cost of capital 10.52% Market illiquidity discount rate 60.73% Non-controlling interests discount rate 29.87% |
Fluctuation in inputs 0.1% 0.1% 1% 1% 0.1% 0.1% 1% 1% |
Other comprehensive income | Other comprehensive income |
|---|---|---|---|
| Favorable $ 150 200 320 180 $ 100 50 280 160 |
Unfavorable 150 200 310 180 100 50 280 160 |
- 212 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
The favorable and unfavorable effects represent the changes in fair value, which is based on a variety of unobservable inputs calculated using a valuation technique. The analysis above only reflects the effects of changes in a single input, and it does not include the interrelationships with another input.
-
(aa) Financial risk management
-
(i) Overview
The Company has exposures to the following risks arising from its financial instruments :
-
1) Credit risk
-
2) Liquidity risk
-
3) Market risk
In this note expressed the information of risk exposure and objectives, policies and process of risk measurement and management. For detailed information, please refer to the related notes of each risk.
- (ii) Structure of risk management
The Board of Directors has the overall responsibility for the establishment and oversight of the Company’s risk management framework. Every department is responsible for planning and controlling the risk management of the Company’s operation and reports to the Board of Directors regularly.
The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in products and services offered. The Company, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.
The supervisor of the Company oversees how the management monitors the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The supervisor is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Board of Directors.
- (iii) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers, bank deposits, derivative financial instruments, and investment securities.
- 213 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
1) Accounts receivable
The credit risk is impacted by the individual situation of each client. The Company continuously monitors the information concerning client credit risk factors, such as the default risk of the industries and countries in which the customers operate.
According to the credit policy, the Company has to evaluate the credit of each new customer before setting the payment and delivery terms. The evaluations include external credit ratings, if available, and bank references. The Company reviews credit limits periodically and requires customers to pay in advance when the customers’ credit ratings do not meet the benchmark.
2) Investment
The credit risk exposed in the bank deposits, derivative financial instruments, and other financial instruments is measured and monitored by the finance department. Since the Company’s transactions were with financial institutions with good credit ratings, there were no noncompliance issues, and therefore, there is no significant credit risk. Investments in other financial instruments are measured and monitored by the finance department with the instruction from the chairman to ensure each risk of the investment target is under the Company’s acceptable level.
- (iv) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting its obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it always has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
As of December 31, 2021 and 2020, the Company had unused credit lines amounting to $2,379,365 and $1,973,097, respectively.
(v) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices, which will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control the market risk exposures within acceptable parameters, while optimizing the return.
The Company engages in derivative financial instrument trading in order to manage the market risk, thus generating financial liabilities or financial assets. The execution of those transactions was under the Board of Directors’ instruction.
1) Currency risk
The Company is exposed to currency risk on sales and purchases that are denominated in a currency other than the respective functional currencies of the Company, primarily the NTD. The currencies used in these transactions are the NTD, USD, JPY, and EUR.
At any point in time, the Company’s principle is to hedge using the net values after offsetting payables and receivables or assets and liabilities which are generated by business operations. The Company mainly hedges its currency risk using foreign exchange agreements wherein the maturity date is less than six months.
- 214 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
- 2) Interest rate risk
The Company adopts a policy to ensure the exposure to changes in interest rates on borrowings is evaluated based on the trend in market interest rates. The Company can manage its interest rate risk through maintaining an appropriate portfolio of floating interest rates and fixed interest rates.
- 3) Other market price risk
The company is exposed to equity price risk due to the investments in equity instruments and mutual funds that contain unsure future prices. Therefore, the Company monitors and manages the equity investments by holding a varied investment portfolio and regularly updating the information on equity instruments and mutual funds investment.
- (ab) Capital management
The Board of Directors’ policy is to maintain a strong capital base so as to maintain investors, creditors and market confidence and to sustain future development of the business. Capital consists of ordinary shares, capital surplus, retained earnings, and other equity of the Company. The Board of Directors monitors the return on capital as well as the level of dividends to ordinary shareholders.
The Company manages its capital to safeguard the capacity to continue to operate, to continue to provide a return on shareholders, to maintain the interest of other related parties, and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Company may adjust the dividend payment to the shareholders, repurchase treasury shares, reduce the capital for redistribution to shareholders, issue new shares, or sell assets to settle any liabilities.
The Company use the debt-to-equity ratio to manage their capital. This ratio is the total net debt divided by the total capital. The net debts from the balance sheet are derived from the total liabilities less cash and cash equivalents. The total capital and equity include share capital, capital surplus, retained earnings, and other equity. As in 2021, the Company’s capital management strategy is consistent with the prior year. The Company’s debt-to-equity ratio at the end of the reporting period were as follows:
| Net debt Total equity Debt-to-equity ratio |
December 31, 2021 |
December 31, 2020 478,695 1,939,757 24.68% |
|---|---|---|
| $ 715,497 |
||
$ 2,027,331 |
||
35.29% |
- (ac) Investing and financing activities not affecting current cash flow
Reconciliation of liabilities arising from financing activities were as follows:
- 215 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
Short-term borrowings Long-term borrowings (including current portion) Lease liabilities Total liabilities from financing activities Short-term borrowings Long-term borrowings (including current portion) Lease liabilities Total liabilities from financing activities |
January 1, 2021 |
Cash flows | Non-cash changes Amortization Others (Note2) Changes in lease payments |
Non-cash changes Amortization Others (Note2) Changes in lease payments |
December 31, 2021 |
|---|---|---|---|---|---|
| **Amortization ** | Others (Note2) |
||||
| $ 700,000 (1,600)(Note 1) 62,637 |
(700,000) 400,000 (1,966) |
- (51) - |
- - - |
- 398,349 60,671 459,020 December 31, 2020 |
|
$ 761,037 |
(301,966) |
(51) |
- | ||
January 1, 2020 |
Cash flows |
||||
| **Amortization ** | Others (Note2) |
||||
| $ 400,000 319,555 65,360 |
300,000 (320,000) (1,558) |
- 445 - |
- - (817) |
700,000 - 62,637 762,637 |
|
$ 784,915 |
(21,558) |
445 |
(817) |
||
Note 1: Prepaid expense related to syndicated loan Note 2: Reduction of right-of-use assets
(7) Related-party transactions
- (a) Names and relationship with related parties
The followings are subsidiaries and other entities that have had transactions with the Company during the periods covered in the parent-company-only financial statements.
| Name of related party Emerging Display Technologies Corp., U.S.A. (EDTA) Emerging Display International (Samoa) Corp. (EDTS) EDT-Europe ApS (EDTE) Tremendous Explore Corp. (EDT-B.V.I) (Note) Emerging Display Technologies Korea (EDTK) EDT-Japan Corp. (EDTJ) Ying Dar Investment Development Corp. (Ying Dar Corp.) Bae Haw Investment Development Corp. (Bae Haw Corp.) Ying Cheng Investment Development Corp. (Ying Cheng Corp.) Dong Guan Emerging Display Limited (EDT-Dong Guan) |
Relationship with the Company |
|---|---|
Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Sub-subsidiary |
Note: Tremendous Explore Corp. was dissolved in July, 2020. The related liquidation procedures had been completed.
- 216 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
-
(b) Significant transactions with related parties
-
(i) Operating revenue
The amounts of significant sales by the Company to related parties were as follows:
| Subsidiaries-EDTA | 2021 $ 1,038,132 |
2020 1,066,651 |
|---|---|---|
As of December 31, 2021 and 2020, the unrealized profit from sales to related parties amounted to $9,804 and $15,309, respectively, which were included in adjustment to investments accounted for using equity method in the accompanying balance sheets.
The selling prices for sales to subsidiaries were not significantly different from those for third-party customers. The collection terms were three months, which were not significantly different from those of other customers.
- (ii) The receivables from related parties were as follows:
| Relationship Subsidiaries-EDTA |
December 31, 2021 |
December 31, 2020 202,276 |
|---|---|---|
| $ 310,944 |
(iii) Consigned for processing
The Company’s sales of raw material (including the Company purchased on behalf of the related parties) and semi-finished products to EDT-Dong Guan were considered as contracted processing. The processing cost and material cost in 2021 and 2020 amounted to $200,133 and $179,986, respectively. The payables resulting from the - above transactions were as follows, and were included in accounts payable related parties in the accompanying balance sheets.
| Sub-subsidiary-EDT-Dong Guan | December 31, 2021 $ 27,082 |
December 31, 2020 90,862 |
|---|---|---|
- (iv) Commission expenses
The details of commission expenses paid to subsidiaries were as follows:
| Subsidiaries EDTE EDTJ Other subsidiaries |
2021 | 2020 56,204 14,547 4,122 |
|---|---|---|
| $ 58,210 13,368 3,904 |
||
$ 75,482 |
74,873 |
- 217 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
The details of commission expenses payables to subsidiaries, included in accounts - payable related parties in accompanying balance sheets, were as follows:
| Subsidiaries EDTE EDTA |
December 31, 2021 |
December 31, 2020 7,920 64 7,984 |
|---|---|---|
| $ 9,434 21 |
||
| $ 9,455 |
(v) Loans to related parties
The Company made a loan to the subsidiary, EDTA. The interest is based on US dollars and floating rate. As of December 31, 2020, the loan to EDTA and related interest amounting to $103 had been fully collected. The interest rate was 3.96% in 2020.
(vi) Others
Ying Dar Corp., Bae Haw Corp., and Ying Cheng Corp. have used the Company’s address as their office addresses. In both 2021 and 2020, the Company received $12, from each of them, with a total of $36, which were included in other income in the accompanying statements of comprehensive income.
During the years ended December 31, 2021 and 2020, cash dividends paid to subsidiaries were both $10,553. In addition, cash dividends received from subsidiaries were $12,351 and $3,006, respectively, which were recognized as the deduction of investments accounted for using equity method in the accompanying balance sheets.
Ying Dar Corp. and Bae Haw Corp. are the directors of the Company. In 2021 and 2020, the estimated directors’ remuneration amounted to $800 and $4,417, respectively. As of December 31, 2021 and 2020, the remuneration payable amounted to $1,965 and - $1,800, respectively, which were recognized as other payables related parties in the accompanying balance sheets.
-
(c) Key management personnel compensation
-
(1) Key management personnel compensation comprised:
| Short-term employee benefits Post-employment benefits Termination benefits Other long-term benefits Share-based payments |
2021 | 2020 27,401 415 - - - 27,816 |
|---|---|---|
| $ 32,313 489 - - - |
||
| $ 32,802 |
- 218 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
- (2) In 2020, according to the requirement under Section 157 Short-swing Trading of the Securities and Exchange Act, the amount arising from the exercise of disgorgement after tax was $473, which was recognized as capital surplus.
(8) Pledged assets
The carrying values of pledged assets were as follows:
| Pledged assets Restricted time deposits- current Property, plant and equipment -buildings |
Purpose Guarantee for customs Guarantee for long-term borrowings |
December 31, 2021 |
December 31, 2020 1,525 - 1,525 |
|---|---|---|---|
| $ 2,538 173,195 |
|||
$ 175,733 |
(9) Commitments and contingencies
-
(a) As of December 31, 2021 and 2020, the Company’s unused letters of credit for purchases of raw materials and equipment amounted to $2,075 and $4,422, respectively.
-
(b) As of December 31, 2021 and 2020, the Company has signed contracts for the purchase of equipment. The unrecognized contingencies of those contracts amounted to $2,539 and $1,995, respectively.
(10) Losses due to major disasters: none
(11) Subsequent events
The Company retired 5,000 thousand treasury shares based on a resolution approved during the board meeting held on January 12, 2022. As of Marth 10, 2022, the related registration procedures had been completed.
(12) Other
The followings were the summary statement of current period employee benefits, depreciation and amortization expenses by function:
| By function By item |
2021 | 2021 | 2021 | 2020 | 2020 | 2020 |
|---|---|---|---|---|---|---|
| Cost of sales |
Operating expenses |
Total | Cost of sales |
Operating expenses |
Total | |
| Employee benefits Salary Labor and health insurance Pension Remuneration of directors Others Depreciation Amortization |
415,909 46,205 21,085 - 3,936 41,919 284 |
127,833 8,770 5,822 13,532 691 4,741 910 |
543,742 54,975 26,907 13,532 4,627 46,660 1,194 |
381,695 41,252 20,371 - 3,267 55,461 308 |
126,777 8,383 5,978 11,540 618 4,642 1,057 |
508,472 49,635 26,349 11,540 3,885 60,103 1,365 |
- 219 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
The additional information of number of employees and employee benefits was as follows:
| Number of employees Number of non-employee directors Average employee benefits Average employee salary Adjustment of average employee salary Remuneration of supervisors |
2021 | 2020 |
|---|---|---|
| 870 | 870 | |
| 7 | 6 | |
| $ 730 |
681 | |
| $ 630 |
589 | |
| 7.0% $ 1,413 |
2,945 |
The Company’s remuneration policy including directors, supervisors, managers, and employees is stated below:
- Remuneration policy for directors and supervisors
Directors’ and supervisors’ remuneration includes salary, transportation allowance and the remuneration stipulated in the Company’s articles. The transportation allowance is based on the number of attendance of the directors and supervisors, which is $10 each time. In accordance with section 221 in the Articles of incorporation, the remuneration should be contributed no more than 3% of the profit. The amount is first proposed by the salary and remuneration committee, agreed by the Board of Directors, and then submitted during the shareholders’ meeting for approval. The amount of final payment depends on the decision made at the shareholders’ meeting.
- Remuneration policy for managers
Managers’ remuneration includes salary, bonus, and employee remuneration, which is calculated based on the position and responsibility of the individual. Industry level will also be taken into consideration.
- (1) Salary:
The salary is based on personal experiences, performance, evaluation of work, market salary level, seniority, position, and contract.
- (2) Year-end bonus:
Year-end bonus is paid based on the performance of the individual or the Company, historical experiences, and retention of professional employees.
- (3) Employee remuneration:
Employee remuneration is distributed based on personal performance, overall contribution, and special achievements.
- Remuneration policy for employees:
Considering the benefit level in same industry and personal ability, contribution, and performance, the employee’s remuneration policy, which is enacted according to Salary Management Regulation of the Company, is positively correlated to business performance. The overall remuneration portfolio mainly contains basic salary, bonus, and dividends.
The standards of remuneration are the basic salary, which is decided based on the policy of the Company and the competitiveness of its position in the market, as well as bonus and dividends, which are paid according to the achievement of each employee and department goals along with business operation. The remuneration policy of the Company is in compliance with the law and regulations, taking into consideration the needs of employees and business operation goals to create a harmonious working relationship.
- 220 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
(13) Other disclosures
- (a) Information on significant transactions:
The following is the information on significant transactions required by the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Company for 2021:
-
(i) Loans to other parties: none
-
(ii) Guarantees and endorsements for other parties: none
-
(iii) Securities held as of December 31, 2021 (excluding investment in subsidiaries, associates and joint ventures):
| Name of security holder |
Name of security and type |
Relationship between issuer of security and the security holder |
Financial statement account |
December 31, 2021 | December 31, 2021 | December 31, 2021 | Remarks |
|
|---|---|---|---|---|---|---|---|---|
| Units (shares) | Carrying value |
Percentage of ownership |
Fair value |
|||||
| The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company Ying Dar Investment Development Corp.. Ying Dar Investment Development Corp. Bae Haw Investment Development Corp. Bae Haw Investment Development Corp. Bae Haw Investment Development Corp. Ying Cheng Investment Corp. |
Ascendax Venture Capital Corp. stock Chenfeng Optronics Corp. stock Fubon Financial Holding Co., Ltd. preference stock Innolux Corp. stock Quanta Computer Inc. stock Pegatron Co., Ltd. stock Chicony Electronics Co., Ltd. stock Lite-On Technology Corp. stock Mega Financial Holding Co., Ltd. stock Taiwan Cement Corp., Ltd. stock CoAsia Electronics Corp. stock Shian Yih Electronic Co., Ltd. stock Becton, Dickinson and Company stock Shian Yih Electronic Co., Ltd. stock The Company's stock Everest Technology Inc. stock Shian Yih Electronic Co., Ltd. stock The Company's stock Chenfeng Optronics Corp. stock |
- - - - - - - - - - - - - - Parent Company - - Parent Company - |
Financial assets at fair value through other comprehensive income–noncurrent Financial assets at fair value through other comprehensive income–noncurrent Financial assets at fair value through other comprehensive income–noncurrent Financial assets at fair value through other comprehensive income–current Financial assets at fair value through other comprehensive income–current Financial assets at fair value through other comprehensive income–current Financial assets at fair value through other comprehensive income–current Financial assets at fair value through other comprehensive income–current Financial assets at fair value through other comprehensive income–current Financial assets at fair value through other comprehensive income–current Financial assets at fair value through other comprehensive income–current Financial assets at fair value through other comprehensive income–current Financial assets at fair value through other comprehensive income–current Financial assets at fair value through other comprehensive income–current Financial assets at fair value through other comprehensive income–noncurrent Financial assets at fair value through other comprehensive income–noncurrent Financial assets at fair value through other comprehensive income–current Financial assets at fair value through other comprehensive income–noncurrent Financial assets at fair value through other comprehensive income–noncurrent |
1,749,300 1,000,000 13,845 1,147,089 699,000 216,000 300,000 620,000 1,236,000 790,000 459,344 480,000 2,000 550,000 5,346,672 1,000,000 395,000 3,447,716 6,000,000 |
21,376 13,030 874 22,483 66,195 14,925 24,690 39,556 43,940 37,920 7,120 10,560 13,922 12,100 103,993 - 8,690 67,058 78,180 |
5.25% 1.37% - 0.01% 0.02% 0.01% 0.04% 0.03% 0.01% 0.01% 0.32% 0.78% 0.01% 0.90% 3.29% 1.47% 0.65% 2.12% 8.22% |
21,376 13,030 874 22,483 66,195 14,925 24,690 39,556 43,940 37,920 7,120 10,560 13,922 12,100 103,993 - 8,690 67,058 78,180 |
- - - - - - - - - - - - - - - - - - - |
- 221 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
-
(iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NTD$300 million or 20% of the capital stock: none
-
(v) Acquisition of individual real estate with amount exceeding the lower of NTD$300 million or 20% of the capital stock: none
-
(vi) Disposal of individual real estate with amount exceeding the lower of NTD$300 million or 20% of the capital stock: none
-
222 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
(vii) Related-parties transactions for purchases to and sales from with amount exceeding the lower of NTD$100 million or 20% of the capital stock:
| Purchasing (selling) company |
Related party |
Nature of relation-ship |
Details of transaction | Details of transaction | Details of transaction | Details of transaction | Circumstances of and reasons for deviation from regular trading conditions |
Circumstances of and reasons for deviation from regular trading conditions |
Resulting receivables (payables) | Resulting receivables (payables) | Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase (sale) | Amount | Percentage of net purchases (sales) |
Credit line | Unit price | Payment terms | Balance | Percentage of notes and accounts receivable (payable) |
||||
| The Company Emerging Display Technologies Corp., U.S.A. The Company Dong Guan Emerging Display Limited |
Emerging Display Technologies Corp., U.S.A. The Company Dong Guan Emerging Display Limited The Company |
Subsidiary of the Company Subsidiary of the Company Sub-subsidiary of the Company Sub-subsidiary of the Company |
Sale Purchase Purchase (processing expense) Sale (processing revenue) |
1,038,132 1,038,132 200,133 200,133 |
25.41% 100.00% 7.31% 100.00% |
3 months 3 months 1-3 months 1-3 months |
Sales prices offered to Emerging Display Technologies Corp., U.S.A. were not significantly different from those offered to other customers. The Company is the major supplier for Emerging Display Technologies Corp., U.S.A. There is no comparable transaction The Company is the only entity the sub-subsidiary provides processing service to. There is no comparable transaction. The Company is the only entity the sub-subsidiary provides processing service to. There is no comparable transaction. |
Considering the special trading practices in North American market, the Company set credit duration as three months for North American market, which is slightly longer than one to three months set in other markets. The Company is the major supplier for Emerging Display Technologies Corp., U.S.A. The Company is the only entity the sub-subsidiary provides processing service to. The Company is the only entity the sub-subsidiary provides processing service to. |
310,944 310,944 27,082 27,082 |
38.44% 100.00% 5.09% 100.00% |
- - - - |
- 223 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
(viii) Receivables from related parties with amounts exceeding the lower of NTD$100 million or 20% of the capital stock:
| Name of company that has the receivables |
Counterparty | Relationship | Balance of amount |
Turnover ratio |
Overdue | Overdue | Amount collected in the subsequent period |
Allowance for doubtful accounts |
Remarks |
|---|---|---|---|---|---|---|---|---|---|
| Amount | Status | ||||||||
| The Company | Emerging Display Technologies Corp., U.S.A. |
Subsidiary of the Company |
Accounts receivable of $310,944 |
4.05 | - | - | 238,996 | - |
- |
- (ix) Trading in derivative instruments:
Please refer to note 6(b).
- (b) Information on investees (excluding information on investees in Mainland China):
The following is the information on investees for the year 2021:
| Name of investor |
Name of investee |
Location | Business scope |
Original cost of investment |
Original cost of investment |
Balance as of December 31, 2021 | Balance as of December 31, 2021 | Balance as of December 31, 2021 | Net income (loss) of the investee |
Investment income (loss) recognized |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 |
December 31, 2020 |
Shares owned |
Percentage owned |
Carrying value |
|||||||
| The Company | Emerging Display Technologies Corp., U.S.A. |
USA | Trading | 121,656 | 121,656 |
3,500,000 |
100.00% |
92,754 (Note 1) |
12,616 |
12,646 |
Subsidiary |
| The Company | Emerging Display International (Samoa) Corp. |
Samoa |
Investment holding |
180,503 | 180,503 |
5,984,071 |
78.49% |
60,475 |
(16,595) |
(13,025) |
Subsidiary |
| The Company | EDT-Europe ApS |
Denmark |
Customer service and business support |
2,077 |
2,077 |
125,000 |
100.00% |
2,715 |
1,333 |
1,333 |
Subsidiary |
| The Company | Emerging Display Technologies Korea |
Korea |
Business support | 1,677 |
1,677 |
58,212,500 | 100.00% |
1,524 |
242 |
242 |
Subsidiary |
| The Company | EDT-Japan Corp. |
Japan |
Customer service and business support |
17,401 |
17,401 |
5,000 |
100.00% |
6,299 |
1,842 |
1,842 |
Subsidiary |
| The Company | Ying Dar Investment Development Corp. |
Taiwan |
Investment | 89,000 | 89,000 |
8,900,000 |
100.00% |
26,100 |
6,577 |
161 (Note 2) |
Subsidiary |
| The Company | Bae Haw Investment Development Corp. |
Taiwan |
Investment | 89,000 | 89,000 |
8,900,000 |
100.00% |
38,569 |
3,247 |
(890) (Note 2) |
Subsidiary |
| The Company | Ying Cheng Investment Corp. |
Taiwan |
Investment | 84,000 | 84,000 |
8,400,000 |
52.50% |
46,217 |
(100) |
(53) |
Subsidiary |
| Ying Dar Investment Development Corp. |
Emerging Display International (Samoa) Corp. |
Samoa |
Investment holding |
13,234 | 13,234 |
450,000 |
5.90% |
4,546 |
(16,595) |
(979) |
Subsidiary |
| Bae Haw Investment Development Corp. |
Emerging Display International (Samoa) Corp. |
Samoa |
Investment holding |
25,488 | 25,488 |
870,000 |
11.41% |
8,791 |
(16,595) |
(1,893) |
Subsidiary |
Note 1 : Unrealized sales profit amounting to $9,804 was deducted. Note 2 : Cash dividends to subsidiaries, which were reclassified as capital surplus, were deducted.
- 224 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
(c) Information on overseas branches and representative offices:
(i) Information on investment in Mainland China:
| Investee company |
Main businesses and products |
Received capital |
Investment method |
Accumulated amount invested in Mainland China as of January 1, 2021 |
Invested capital remitted from or repatriated to Taiwan |
Invested capital remitted from or repatriated to Taiwan |
Accumulated amount invested in Mainland China as of December 31, 2021 |
Net income of investee |
The Company's direct or indirect investment ratio |
Investment gain (loss) recognized by the Company |
Book value of the investment as of December 31, 2021 |
Accumulated investment income repatriated to Taiwan as of December 31, 2021 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
Remittance |
Repatriation | |||||||||||
| Dong Guan Emerging Display Limited |
Manufacturing of LCDs |
248,516 (USD$7,625,300) |
Investing through a third country by establishing a holding company, Emerging Display International (Samoa) Corp., in a third country. |
219,225 (USD$6,746,936) (Note 1) |
- |
- | 219,225 (USD$6,746,936) |
(16,324) |
95.80% (Note 2) |
15,639 Based on the investee's financial statements audited by the same auditor of the Company (Note 3) |
65,412 (Note 4) |
- |
- 225 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
- (ii) Limitation on investment in Mainland China:
| Accumulated Investment in Mainland China as of December 31, 2021 |
Investment Amounts Authorized by Investment Commission of Ministry of Economic Affairs |
Upper Limit on investment in Mainland China by Investment Commission of Ministry of Economic Affairs |
|---|---|---|
| 191,952 (Note 8) (USD$6,934,668) (Note 5) |
386,184 (Note 8) (USD$13,951,732) (Note 6) |
1,357,830 (Note 7) |
-
Note 1: The amount includes $13,234 which was invested by Ying Dar Investment Development Corp. and $25,488 which was invested by Bae Haw Investment Development Corp.
-
Note 2: The ratio includes 5.90% which was held by Ying Dar Investment Development Corp. and 11.41% which was held by Bae Haw Investment Development Corp.
-
Note 3: The amount includes a loss of $963 which was recognized by Ying Dar Investment Development Corp. and a loss of $1,863 which was recognized by Bae Haw Investment Development Corp.
-
Note 4: The amount includes $4,029 which was invested by Ying Dar Investment Development Corp. and $7,791 which was invested by Bae Haw Investment Development Corp.
-
Note 5: The amount includes the remaining capital amounting to US$187,732 of Emerging Technologies Int’l Trading (Shanghai) Co., Ltd. not remitted back after it had completed liquidation in 2009.
-
Note 6: The approved amount includes US$637,732 obtained from Ying Dar Investment Development Corp. and US$870,000 obtained from Bae Haw Investment Development Corp. The amount obtained from Ying Dar Investment Development Corp. includes the remaining capital amounting to US$187,732 of Emerging Technologies Int’l Trading (Shanghai) Co., Ltd. not remitted back after it had completed liquidation in 2009.
-
Note 7: The amount includes $78,055 for Ying Dar Investment Development Corp. and $63,376 for Bae Haw Investment Development Corp.
-
Note 8: Transactions denominated in foreign currencies were recorded using the rate of exchange at December 31, 2021.
-
(iii) Significant transactions:
The significant inter-company transactions with the subsidiary in Mainland China in 2021 are disclosed in “Information on significant transactions”.
- 226 -
EMERGING DISPLAY TECHNOLOGIES CORP. Notes to the Parent-Company-Only Financial Statements
- (d) Major shareholders:
| Shareholding Shareholder’s Name |
Shares | Percentage |
|---|---|---|
| Tseng,Jui-Ming | 11,043,723 | 6.8% |
-
Note 1: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Company as of the last business day for the current quarter. The share capital in the financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.
-
Note 2: If a shareholder delivers the shareholdings to the trust, the above information will be disclosed by the individual trustee who opened the trust account. For shareholders who declare insider shareholdings with ownership greater than 10% in accordance with the Security and Exchange Act, the shareholdings include shares held by shareholders and those delivered to the trust over which shareholders have rights to determine the use of trust property. For information relating to insider shareholding declaration, refer to Market Observation Post System.
(14) Segment information
Please refer to the consolidated financial statements for the year ended December 31, 2021.
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6.6 If the company or its affiliates have experienced financial difficulties in the most recent fiscal year or during the current fiscal year up to the date of printing of the annual report, the annual report shall explain how said difficulties will affect the company’s financial situation: None.
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VII. Review of Financial Conditions, Operating Results, and Risk Management
7.1 Financial position
Unit: NT$ thousands
| Unit: NT$ thousands | Unit: NT$ thousands | ||||
|---|---|---|---|---|---|
| Year | Difference | ||||
| 2021 | 2020 | ||||
| Item | Amount | % | |||
| Current assets | 2,979,118 | 3,010,069 | (30,951) | -1.03% | |
| Property, plant and equipment | 332,762 | 331,314 | 1,448 | 0.44% |
|
| Intangible assets | 3,685 | 4,111 | (426) | -10.36% | |
| Other assets | 273,878 | 263,695 | 10,183 | 3.86% | |
| Total Assets | 3,589,443 | 3,609,189 | (19,746) | -0.55% | |
| Current liabilities | 947,700 | 1,478,103 | (530,403) | -35.88% | |
| Non-current liabilities | 569,360 | 150,521 | 418,839 | 278.26% |
|
| Total Liabilities | 1,517,060 | 1,628,624 | (111,564) | -6.85% | |
| Equity attributable to | |||||
| 2,027,331 | 1,939,757 | 87,574 | 4.51% | ||
| shareholders of the parent | |||||
| Capital stock | 1,624,076 | 1,624,076 | 0 | 0% | |
| Capital surplus | 25,980 | 15,423 | 10,557 | 68.45% |
|
| Retained earnings | 654,787 | 591,094 | 63,693 | 10.78% |
|
| Other equity interest | (104,491) | (117,815) | 13,324 | 11.31% | |
| Treasury stock | (173,021) | (173,021) | 0 | 0% |
|
| Non-controlling interest | 45,052 | 40,808 | 4,244 | 10.40% | |
| Total Equity | 2,072,383 | 1,980,565 | 91,818 | 4.64% |
Analysis of changes in financial ratios:
-
A. The decrease of current liabilities and the increase of non-current liabilities were due to using syndicated loans to repay short-term borrowings, short-term borrowings decreased by NT$700,000 but long-term borrowings increased by NT$398,349 than 2020.
-
B. The increase of capital surplus was due to distributing dividends to the subsidiary be recorded as capital surplus.
-
229 -
7.2 Financial performance 7.2.1 Analysis of financial performance
Unit: NT$ thousands
| Unit: NT$thousands | Unit: NT$thousands | |||
|---|---|---|---|---|
| Year | Difference | |||
2021 |
2020 | |||
| Item | Amount | % | ||
| Operatingrevenue | 4,183,403 | 3,737,299 | 446,104 | 11.94% |
| Grossprofit | 713,185 | 785,867 | (72,682) | -9.25% |
| Operatingincome | 266,855 | 333,952 | (67,097) | -20.09% |
| Non-operating income | ||||
| 1,069 | (59,843) | 60,912 | 101.79% |
|
| and expenses | ||||
| Income before tax | 267,924 | 274,109 | (6,185) | -2.26% |
| Tax expense | 31,389 | 41,113 | (9,724) | -23.65% |
| Net income | 236,535 | 232,996 | 3,539 | 1.52% |
| Other comprehensive | ||||
| 33,615 | (26,549) | 60,164 | 226.61% | |
| income(after tax) | ||||
| Total comprehensive | ||||
| 270,150 | 206,447 | (63,703) | 30.86% |
|
| income | ||||
Analysis of changes over 20% in financial ratios:
-
A. The decrease of operating income was due to the material cost greatly increased in 2021.
-
B. The increase of non-operating income and expenses were due to the less impact of unfavorable exchange rates, thus caused foreign exchange losses decreased NT$50,754 than 2020.
-
C. The decrease of tax expense was due to the tax adjustment of previous year.
-
D. The increase of other comprehensive income (after tax) and total comprehensive income were due to unrealized gain from financial assets measured at fair value through other comprehensive income and net income increased in 2021.
7.2.2 Analysis of gross profit
Unit: NT$ thousands
| Unit: NT$thousands | |||
|---|---|---|---|
| Year | |||
| 2021 | 2020 | Change % | |
| Item | |||
| Grossprofit | 785,867 | 785,867 | -9.25% |
Analysis of change:
The decrease of gross profit was mainly due to the material cost greatly increased in 2021.
7.2.3 Sales volume forecast and the basis therefor: Please refer to page 4.
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7.3 Cash flows
7.3.1 Analysis of cash flows for 2021
Unit: NT$ thousands
| Cash and cash il |
Net cash flow f i |
Net cash flow f ii |
Net cash flow f fii |
Effects of changes i fi |
Cash surplus dfii |
Leverage of cash deficit | Leverage of cash deficit |
|---|---|---|---|---|---|---|---|
| equvaents, beginning of year (1) |
rom operatng activities |
rom nvestng activities |
rom nancng activities |
n oregn exchange rates |
(ect) (1)+(2)+(3) |
Investment | Financing |
(2) |
(3) | (4) | (5) |
+(4)+(5) |
plans | plans | |
| 1,242,331 | |||||||
| 150,004 | (77,745) | (492,327) | (5,907) | 816,356 | - | - | |
-
A. Analysis of cash flow:
-
‧ Operating activities: Net cash inflow was mainly due to there was income before tax in 2021.
-
‧ Investing activities: Net cash outflow was mainly due to the acquisition of financial assets at fair value through other comprehensive income.
-
‧ Financing activities: Net cash outflow was mainly due to the repayment of short-term borrowings.
-
B. Corrective measures to be taken in response to illiquidity: Not applicable.
7.3.2 Analysis of liquidity for 2022
Unit: NT$ thousands
| Unit: NT$ thousands | Unit: NT$ thousands | ||||
|---|---|---|---|---|---|
| Cash and cash il bii |
Estimated net cash fl f i |
Estimated net cash used i ii d fii |
Ch l dfii | Leverage of cash deficit | |
| equvaents, egnnng of year |
ow rom operatng activities |
n nvestng an nancng activities |
as surpus (ect) (1)+(2)+(3) |
Investment | Financing plans |
(1) |
(2) | (3) | plans | ||
- |
|||||
| 816,356 | 375,443 | (175,197) | 1,016,602 | - |
|
-
A. Liquidity analysis: It is estimated that the Company will generate cash inflow from operating activities NT$375,443 thousand in 2022. Further, it is estimated NT$175,197 thousand net cash used in investing activities and financing activities, are primarily for repayment of borrowings for materials and working capital, payment for cash dividends, and so on. The balance of cash at the end of year is estimated to be NT$1,016,602 thousand.
-
B. Remedial actions for liquidity shortfall: Not Applicable.
7.4 Major capital expenditure items: None.
7.5 Investment policy in the last year, main causes for profits or losses, improvement plans and investment plans for the coming year
The Company’s investment strategy is mainly focus on vertical integration of flat display industry or related industry that is beneficial for the upgrade of technologies or management of production and sales. The Company will remain focus on the above said investment to upgrade production lines and enhance competitive advantages for the coming year. The decrease of recent year’s investment profit was due to the Company transferred a part of products to manufacture in Taiwan caused the lower capacity utilization of the subsidiary in China. The Company will remain focus on investment that is beneficial to technology development or evaluate if it is beneficial to our industry before investment for unrelated industry.
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7.6 Risk analysis and assessment
7.6.1 The effect upon the company’s profits (losses) of interest and exchange rate fluctuations and changes in the inflation rate, and response measures to be taken in the future
A. Interest rate
The increase of interest rate will drive the higher capital cost, but its effect for short-term borrowing is smaller.
- B. Exchange rate
The sales of the Company’s products are mainly export abroad and the critical materials such as liquid crystal, driver IC, LCD or backlight modules are denominated primarily in foreign currencies. The Company receives net foreign currencies when export abroad, therefore, any significant fluctuation in such exchange rate would have an effect on the Company’s revenue and profit.
To avoid the foreign exchange volatility, the Company takes protection steps as follows:
-
Asset offset with liabilities of foreign currency: Foreign currencies received from sales directly pay off the import materials to lower the exchange rate exposure.
-
Utilize hedged derivative financial instruments: Utilize currency forward contracts or options to avoid foreign currency risk of assets and liabilities due to its fluctuation.
-
Collect exchange rate information at any time to monitor the trend of exchange rate and decide the best timing to convert from foreign currency to NTD or retain in foreign currency account.
-
Enhance quality and added value of products to adjust cost and price in time during foreign currency fluctuation.
7.6.2 The company’s policy regarding high-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives transactions; the main reasons for the profits/losses generated thereby; and response measures to be taken in the future
The Company did not engage in any high-risk or high-leveraged investments. The transactions and procedures related to lending and endorsement are based on the Company’s “Procedures for Lending” and “Procedures for Endorsement Guarantee”. Furthermore, derivative
transactions follow the “Regulations Governing the Acquisition and Disposal of Assets”.
7.6.3 Research and development work to be carried out in the future, and further expenditures expected for research and development work: Please refer to page 3.
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7.6.4 Effect on the company’s financial operations of developments in science and technology as well as industrial change, and measures to be taken in response
The Company consistently pays close attention to any changes in local and foreign regulations and makes appropriate amendments to our systems such as Corporate Governance Practice Principles and Article of Corporation. During 2021 and as of the date of publication of this annual report, changes in related laws have not had a significant impact on our operations.
7.6.5 Effect on the company’s financial operations of developments in science and technology (including cyber security risks) as well as industrial change, and measures to be taken in response
The package technologies of flat panel display have been upgraded for the recent years. Further, the global individual business operation system and the application of flat panel displays keep expanding. In an attempt to grasp market opportunities, the Company continues to pay attention to market changes and related technological development trends. Also, it is committed to developing new products and new customer sources in order to enhance the long-term competitiveness. In response to information security incidents such as frequent cyber-attacks and ransom ware in recent years, the Company also strengthens the risk control and protection of cyber security, and implements various control measures, including the construction of firewalls, and the appointment of external professionals to evaluate. The details were listed as “5.6 Cyber security management” in this report. During 2021 and as of the date of publication of this annual report, those changes have not had a significant impact on our operations.
7.6.6 Effect on the company’s crisis management of changes in the company’s corporate image, and measures to be taken in response. The Company has consistently maintained an ethical business philosophy and pay attention to corporate image and risk control. There is no foreseeable risk currently.
7.6.7 Expected benefits and possible risks associated with any merger and acquisitions, and mitigation measures being or to be taken: None.
7.6.8 Expected benefits and possible risks associated with any plant expansion, and mitigation measures being or to be taken
The Company has layout detail capital, technologies, source of customers, talented persons and site planning for factory expansion and management to expand CTP production lines and develop total solutions for flat display technologies. In this way, the Company can not only keep the competitive advantage within this industry but also meet customer’s demand.
7.6.9 Risks associated with any consolidation of sales or purchasing operations, and mitigation measures being or to be taken
The change of quantities demand from customers will affect the operation, so the Company had improved the risk of sales concentration and continue to develop new customers. As to the material purchase, the Company acquire multiple sources of suppliers to minimize suppliers’ risk.
-
233 -
-
7.6.10 Effect upon and risk to the company in the event a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent stake in the company has been transferred or has otherwise changed hands, and mitigation measures being or to be taken: None.
7.6.11 Effect upon and risk to company associated with any change in governance personnel or top management, and mitigation measures being or to be taken: Not applicable.
7.6.12 Litigious and non-litigious matters: None.
- 7.6.13 Other important risks, and mitigation measures being or to be taken: In order to respond to changes in the COVID-19 epidemic and protect the safety of employees, the Company has launched “epidemic prevention measures” at each operation and sales location, and the top executive of each location is in charge of epidemic prevention. This expects to master the health management status of all personnel, material scheduling of supply chains, production/capacity division and transportation delivery, etc. so as to ensure that the Company can operate normally and minimize the impact of the epidemic. Relevant countermeasures are as follows:
| Items | Countermeasures |
|---|---|
| To promote the epidemic prevention awareness of staff, masks must be worn during duty, and disinfection measures for the office environment and personnel are strengthened, personnel on different floors are separated from entry and exit, and temperature measurement and disinfection equipment are installed. When the epidemic is serious, work in different places in groups is adopted to reduce the risk of personnel infection. To decrease non-essential business visits and replace by video conferences. Those need to enter the factory must fill in the “Declaration of Entering the Factory” to declare their health status and travel history. When the epidemic is severe, all non-employee outsiders are prohibited from entering the Company’s premises. The receipt of express and logistics delivery must be signed outdoors, and personnel are prohibited from entering the factory. To actively cooperate with government policies, standardize and publicize relevant epidemic prevention measures, and provide employees with vacation needed due to the epidemic. To strengthen disinfection work of the public area, and increase epidemic prevention equipment such as epidemic prevention partitions and diverted meals. When the epidemic situation is serious, all the indirect staff will be cancelled to the restaurant for meals. For outsourced services (such as cleaning, group meals, and security) entering the factory, special personnel are required for full-time, book-keeping management, wearing masks throughout the process, and reducing contact with employees. |
|
| Personnel management |
|
| To discuss and adjust the Company’s epidemic prevention measures and personnel scheduling through high-level meetings. To fully communicate with customers about the Company’s epidemic prevention situation and capacity allocation, negotiate shipping methods and time, and reduce their concerns. To make flexible adjustments of cross-plant production capacity, including procurement of materials. If there is necessary repair and maintenance operations need to be carried out in the factory, all are arranged on holidays or after the approval of the application,the admission control will be accompanied bya specialperson. |
|
| Production management |
|
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7.7 Other important matters
7.7.1 Risk management
The Company formulated the “Risk Management Policies and Procedures” and approved by the Board of Directors on November 3, 2020. This expects to conduct risk management against uncertain factors that may threaten the enterprise’s business operations, and is jointly implemented by the Board of Directors, Audit Office, President, all risk management departments, all units, and subsidiary companies.
The Company implements a risk assessment every year with the heads of each risk management department to be in charge of analyzing and monitoring the risks faced by their business jurisdictions. All risk management policies and major decisions have to report to the Board of Directors for approvals. In accordance with the results of risk assessment, an annual audit plan is mapped out by the Audit Office for this purpose. The President is in charge of coordinating and supervising the implementation and coordination of the entire risk management. Each unit and subsidiary companies must abide by the regulations when performing necessary operations and risk management, ensuring that the risks involved are controlled within the affordable range.
As an attempt to review business and operating characteristics, the Company has now included a total of 12 risk categories under management. They are: interest rate change risk, exchange rate change risk, climate change and environmental risk, occupational safety risk, raw material price and supply chain risk, information security risk, strategy and operation risk, investment risk, legal risk, technology risk, management risk, and corporate image risk. For more details of the risk control measures mentioned above, please refer to the contents of the Company regulations “Risk Management Policies and Procedures” under the “Corporate Governance” section of the Company’s website.
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VIII. Special Disclosure
8.1 Summary of affiliated companies
8.1.1 Consolidated business report of affiliated companies
A. Organization structure
==> picture [432 x 257] intentionally omitted <==
----- Start of picture text -----
Emerging Display Technologies Corp.
100% 78.49% 100% 100% 100% 100% 100% 52.50%
Emerging Emerging Bae Haw Ying Dar
EDT- EDT- Ying Cheng
Display Display Investment Investment
Japan Europe Investment
Technologies Technologies Development Development
Corp. ApS Corp.
Corp., U.S.A. Korea Corp. Corp.
11.41%
5.90%
Emerging
Display
International
(Samoa) Corp.
100%
Dong Guan
Emerging
Display Ltd.
----- End of picture text -----
B. The profile of affiliated companies:
| Company Name | Date of Incorporation |
Address | Paid-in Capital (NT$thousands) |
Main Areas of Business Operations |
|---|---|---|---|---|
| Emerging Display Technologies Corp.,U.S.A. |
Sep. 23, 1994 | 390 Goddard, Irvine, CA 92618, U.S.A. | 116,731 | Sales channel of North America |
| Emerging Display International (Samoa)Corp. |
Feb. 7, 2000 | Offshore Chambers,PO Box 217, Apia, Samoa |
248,063 | Investment holding |
| Dong Guan Emerging Display Ltd. | Aug 11, 2000 | E2 Junda Industrial Park, Dong Keng Town DongGuan City,GuangDong,China |
248,516 | Manufacturing of CTP and LCDs |
| EDT-Europe ApS | Oct. 26, 2000 | Raadhustorvet 3 3520 Farum, Denmark | 451 | Sales channel of Pan- Europe |
| Bae Haw Investment Development Corp. |
Jun. 6, 2001 | 3F, No. 5, Central 1st Road, Cianjhen Dist., Kaohsiung,Taiwan |
89,000 | Investment |
| Ying Dar Investment Development Corp. |
Jun. 7, 2001 | 3F, No. 5, Central 1st Road, Cianjhen Dist., Kaohsiung,Taiwan |
89,000 | Investment |
| Emerging Display Technologies Korea |
Jun. 11, 2004 | A-1111, Pyungchon Acro Tower, 1591, Gwanyang-Dong, Dongan-Ku, Anyang-Si, Kyunggi-Do,Korea |
1,677 | Sales channel of Korea |
| EDT-Japan Corp. | Sep. 10, 2012 | 2-21-41 Takanawa Minatoku Tokyo, Japan108-0074 Takanawa No.1 Building |
17,401 | Sales channel of Japan |
| Ying Cheng Investment Corp. | Jul. 23, 2013 | 3F, No. 5, Central 1st Road, Cianjhen Dist., Kaohsiung,Taiwan |
160,000 | Investment |
C. The particulars for companies presumed to have a relationship of control and subordination where the shareholders in common: Not applicable.
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D. The industries covered by the business operated by the affiliated companies overall: Refer to “The profile of affiliated companies”.
E. Directors, supervisors and general manager of affiliated companies:
| Company Name | Title | Name or Representative | Shareholding | Shareholding |
|---|---|---|---|---|
| Shares | % | |||
| Emerging Display Technologies Corp., U.S.A. |
Director | Emerging Display Technologies Corp. Representative: Tseng,Jui-Ming |
3,500,000 | 100% |
| Emerging Display International (Samoa)Corp. |
Director | Emerging Display Technologies Corp. Representative: Tseng,Jui-Ming |
5,984,071 | 78.49% |
| Dong Guan Emerging Display Ltd. | Director | Emerging Display International (Samoa) Corp. Representative: Tseng,Jui-Ming |
- |
100% |
| EDT-Europe ApS | Director | Emerging Display Technologies Corp. Representative: Tseng,Jui-Ming |
125,000 | 100% |
| Bae Haw Investment Development Corp. |
Director | Emerging Display Technologies Corp. Representative: Tseng,Jui-Ming |
8,900,000 | 100% |
| Ying Dar Investment Development Corp. |
Director | Emerging Display Technologies Corp. Representative: Tseng,Jui-Ming |
8,900,000 | 100% |
| Emerging Display Technologies Korea | Director | Emerging Display Technologies Corp. Representative: Tseng,Jui-Ming |
58,212,500 | 100% |
| EDT-Japan Corp. | Director | Emerging Display Technologies Corp. Representative: Tseng,Jui-Ming |
5,000 | 100% |
| Ying Cheng Investment Corp. | Director | Emerging Display Technologies Corp. Representative: Tseng,Jui-Ming |
8,400,000 | 52.50% |
8.1.2 Financial statement of affiliated companies
Unit: NT$ thousand
| Unit: NT$ | thousand | |||||||
|---|---|---|---|---|---|---|---|---|
| Company name | Paid-in capital |
Total assets |
Total liabilities |
Net worth | Operating revenue |
Income (loss) from operations |
Net income (loss) |
Earnings per share (NT$) |
| Emerging Display Technologies Corp.,U.S.A. |
116,731 | 444,707 |
342,284 |
102,423 |
1,134,438 | 13,973 |
12,616 |
3.60 |
| Emerging Display International (Samoa)Corp. |
248,063 |
158,787 |
81,738 |
77,049 |
200,113 |
(16,559) |
(16,595) |
(2.18) |
| Dong Guan Emerging Display Ltd. |
248,516 | 150,018 |
81,738 |
68,280 |
200,113 |
(16,525) |
(16,324) |
- |
| EDT-Europe ApS | 451 | 16,067 |
13,351 |
2,716 |
59,030 |
1,494 |
1,333 |
10.66 |
| Bae Haw Investment Development Corp. |
89,000 | 105,678 |
51 |
105,627 |
0 |
(108) |
3,247 |
0.36 |
| Ying Dar Investment Development Corp. |
89,000 | 130,143 |
51 |
130,092 |
0 |
(120) |
6,577 |
0.74 |
| Emerging Display Technologies Korea |
1,677 | 2,655 |
1,131 |
1,524 |
3,862 |
261 |
242 |
- |
| EDT-Japan Corp. | 17,401 | 8,287 |
1,988 |
6,299 |
13,726 |
1,905 |
1,842 |
368.45 |
| Ying Cheng Investment Corp. | 160,000 | 88,082 |
50 |
88,032 |
0 |
(102) |
(100) |
(0.01) |
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8.1.3 Loans extended to other parties, guarantees provided to other parties and derivative financial instrument transactions of affiliated companies: None.
8.2 Private placement securities in the most recent years: None.
8.3 Shares in the company held or disposed of by subsidiaries in the most recent years:
| Unit: NT$ thousands | Unit: NT$ thousands | Unit: NT$ thousands | Unit: NT$ thousands | Unit: NT$ thousands | Unit: NT$ thousands | Unit: NT$ thousands | Unit: NT$ thousands | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of subsidiary |
Paid-in capital |
Fund source |
Shareholding ratio of the Company |
Date of acquisition or disposition |
Shares and amount acquired |
Shares and amountd disposed |
Investment gain (loss) |
Shareholdings and amount in most recent year |
Mortgage | Endorsement amount made for the subsidiary |
Amount loaned to the subsidiary |
| Ying Dar Investment Development Corp. |
$89,000 | Capital Increase by Cash |
100% | - |
- |
- |
- |
5,346,672 shares $65,183 |
- |
- |
- |
| As of Apr. 23, 2021 |
- |
- |
- |
5,346,672 shares $65,183 |
- |
- |
- |
||||
| Bae Haw Investment Development Corp. |
$89,000 | Capital Increase by Cash |
100% | - |
- |
- |
- |
3,447,716 shares $45,210 |
- |
- |
- |
| As of Apr. 23, 2021 |
- |
- |
- |
3,447,716 shares $45,210 |
- |
- |
- |
8.4 Other matters that require additional description: None.
IX. The situations listed in Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholders’ equity or the price of the company’s securities, has occurred during the most recent fiscal year or during the current fiscal year up to the date of printing of the annual report: None.
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