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EMC Annual Report 2021

Jun 1, 2022

52046_rns_2022-06-01_896af922-f197-4741-90cb-6f9d503625a9.pdf

Annual Report

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TWSE Stock Code 2383

Elite Material Co., Ltd.

2021

ANNUAL REPORT

Printed Date 5th May 2022 This annual report can also be viewed and downloaded at the following website:

  • 0 -

http://mops.twse.com.tw https://www.emctw.com

1. The Company Spokesperson:

Name : RandyYu
Job title : Vice President
Telephone : +886-3-483-7937
Email : [email protected]

Deputy Spokesperson:

Name : Vicky Chiang Job title : Deputy Manager, Finance Department Telephone : +886-3-483-7937 Email : [email protected]

2. Elite Material Co., Ltd.

Headquarters address : No. 18, Datong 1[st] Road, Guanyin District Taoyuan City 32849, Taiwan Telephone : +886-3-483-7937 Hsinchu Factory address : No. 14, Wenhua Road, Fenshan Village Huko Township, Hsinchu County 30352, Taiwan Telephone : +886-3-598-1688

3. Stock Transfer Processing Agent:

Name : Stock Transfer Agent Department Oriental Securities Co., Ltd. Address : 13F, No. 16, Xinzhan Rd., Banqiao Dist., New Taipei City, Taiwan Telephone : +886-2-7753-1699 Website : www.osc.com.tw

4. Independent Auditor:

Name of the accountants : Calvin C. Y. Chiang; Yi-Chun Chen Name of the firm : KPMG Address : 68F, No. 7, Xinyi Road, Section 5, Taipei City, Taiwan Telephone : +886-2-8101-6666 Website : www.kpmg.com.tw

5. Name of the Transaction Place of the Overseas Securities and the

Ways to Inquire the Information of the Overseas Securities:

Not Applicable

6. The Company Website : www.emctw.com

The English version is the translation of the Chinese version and if there is any discrepancy between this English translation

and the Chinese text of this document, the Chinese text shall prevail.

  • 1 -

Contents of the Annual Report

I. BUSINESS REPORT TO SHAREHOLDERS ..................................................... 4

II. COMPANY PROFILE

  1. Date of Incorporation ............................................................................................................... 7 2. Company History ..................................................................................................................... 7 III. CORPORATE GOVERNANCE REPORT

  2. Organization ............................................................................................................................ 11 2. Directors and the Management Team .................................................................................... 13 3. Remuneration for directors, president and vice presidents .................................................... 22 4. Corporate Governance ........................................................................................................... 30 5. Audit Fees .............................................................................................................................. 57 6. Information for Change of CPAs ........................................................................................... 57 7. The Company’s Chairman, President, and Managers Responsible for Finance or Accounting Who Have Held a Position in the CPA Office or Its Affiliates Within the Latest Year.............................................................................................................................. 57 8. Shareholding Transferred or Pledged by Directors, Management, and Major Shareholders Who Hold 10% of the Company Shares ................................................................................ 57 9. Top Ten Shareholders Being the Related Party as Defined in Statement of Financial Accounting Standards No. 6. ................................................................................................. 59 10 .Shareholding Proportion of EMC to Investees .................................................................... 59 IV. CAPITAL OVERVIEW 1. Capital and Shares.................................................................................................................. 60 (1) Issued Shares ........................................................................................................................ 60 (2) Composition of Shareholders ................................................................................................... 60 (3) Distribution Profile of Share Ownership .................................................................................... 60 (4) Major Shareholders ............................................................................................................... 61 (5) Net Worth, Earnings, Dividends, and Market Price per Common Share ............................................ 61 (6) Dividend Policy and Its Execution Results ................................................................................. 62 (7) Effects on Business Performance and EPS Resulted from Stock Distribution Proposed by 2017 Annual General Shareholders Meeting ...................................................................................... 62 (8) Employees’ Compensation and Directors Remuneration ............................................................... 62 (9) Share Buyback by the Company ............................................................................................... 63 2. Corporate Bonds .................................................................................................................... 63 3. Preferred Shares ..................................................................................................................... 63 4. Issuance of Overseas Depository Receipts ............................................................................ 63 5. Employee Stock Options........................................................................................................ 64 6. Employee Restricted Stock Option and Share Issued for Merger or Acquisition .................. 64 7. Fund Utilization Plans and Status .......................................................................................... 64 V. OPERATIONAL HIGHLIGHTS 1. Business Activities ................................................................................................................. 65 (1) Business Scope ..................................................................................................................... 65

  3. 2 -

(2) Business Environment ............................................................................................................ 65 (3) Technology and R&D Overview .............................................................................................. 66 (4) Long-Term and Short-Term Business Plan ................................................................................. 67 2. Overview of the Market, Production and Sales Analysis ...................................................... 67 (1) Market Analysis .................................................................................................................... 67 (2) Applications and Production Process of Major Products................................................................ 68 (3) Sources of Major Raw Materials .............................................................................................. 68 (4) Major Suppliers or Customers Who Account for 10% of Purchases /or Revenues in Recent Two Years .................................................................................................................................. 69 (5) Volume and Value of the Production in Recent Two Years ............................................................. 69 (6) Sales Volume and Amount in Recent Two Years .......................................................................... 69 3. Information about Employees ................................................................................................ 70 4. Environmental Protection Measures and Expenses ............................................................... 70 5. Employee Welfare .................................................................................................................. 72 6. Information and communication security management......................................................... 73 7. Important Contracts and Agreements..................................................................................... 74 VI. FINANCIAL INFORMATION 1. Five-Year Financial Summary ............................................................................................... 75 2. Financial Ratio Analysis for Recent Five Years..................................................................... 79 3. The Audit Committee’s Review Report ................................................................................. 82 4. Financial Reports (Stand-alone) ............................................................................................ 82 5. Financial Reports (Consolidated) .......................................................................................... 82 6. Impact of the Financial Distress Occurred to the Company and Affiliates in Recent Years until the Annual Report Being Published............................................................................... 82 VII.REVIEW AND ANALYSIS OF THE FINANCIAL CONDITION, PERFORMANCE AND RISK MANAGEMENT 1. Review and Analysis of Financial Conditions ....................................................................... 83 2. Review and Analysis of Financial Performance .................................................................... 84 3. Review and Analysis of Cash Flow ....................................................................................... 85 4. Major Capital Expenditures in Recent Years and Impacts on Financial and Operational Situations................................................................................................................................ 85 5. Investment Policies in Recent Years ...................................................................................... 85 6. Risks Management ................................................................................................................. 86 7. Others ..................................................................................................................................... 89 VIII. SPECIAL DISCLOUSE 1. Affiliated Companies ............................................................................................................. 90 2. Private Placement Securities in the Latest Year ..................................................................... 93 3. The Company’s Shares Held or Disposed by Subsidiaries in Recent Years until the Annual Report Being Published............................................................................................. 93 4. Other Supplementary Information ......................................................................................... 93 5. Pursuant to Article 36-3-2 of Security Exchange Act, Event Having Material Impact on the Shareholders’ Equity or Share Price in the Latest Year until the Annual Report Being Published ................................................................................................................................ 93

  • 3 -

I. BUSINESS REPORT TO SHAREHOLDERS

1. Year 2021 Business Results

i. Execution Results of Business Plan

Unit: NT$thousands
Items Year 2021 Year 2020 %
Revenue 38,500,026 27,200,786 41.54%
Gross profit 10,068,554 7,040,029 43.02%
Operating profit 6,922,620 4,683,451 47.81%
Income before tax 6,911,896 4,843,563 42.70%
Net income 5,500,157 3,694,270 48.88%

Note: Numbers are presented on consolidated basis. The net income of year 2021 includes the net income of NT$6,939 thousand belongs to the minority interests.

The capacity of CCL is as the following:

  • a. Kunshan production site of Jiangsu Province, China: Monthly production capacity has achieved 1.35 million sheets. (Expected capacity of 1.65 million/Month in Q322)

  • b. Zhongshan production site of Guangdong Province, China: Monthly production capacity has achieved 950,000 sheets.

  • c. Guanyin/Hsinchu production site of Taiwan: Monthly production capacity has achieved 650,000 sheets.

  • d. Huangshi production site of Hubei Province, China: Monthly production capacity has achieved 600,000 sheets. (Expected capacity of 0.9 million/Month in Q322)

ii. Status of Budget Execution: Not applicable

iii. Summary of Cash Flow Statements

Summary of Cash Flow Statements
Unit: NT$ thousands
Items Year 2021
Net cash provided by operating activities 4,021,522
Net cash used in investing activities 2,618,127
Net cash used in financing activities 419,758
Effects of changes in foreign exchange rate
on cash and cash equivalents -73,430
Increase in cash in reporting period 910,207

iv. Analysis of Profitability

Items Year 2021
Year 2020
Return on assets (%) 17.26
13.98
Return on equities (%) 30.11
24.39
Percentage of paid-in capital (%) Operating profit
207.94
140.68
Income before tax
207.62
145.49
Net margin (%) 14.29
13.58
Earningsper share(NT Dollar) 16.50
11.33
  • 4 -

  • v. Results of Research and Development:

EMC is the world's largest supplier of halogen-free and laminate material, continues to focus on the development of halogen-free material for handheld and high-speed related applications. In response to the needs of 5G high-speed transmission of internet of things, not only mass production of 5G handheld devices but also optimal substrate material applied in server/ base station/ networking appliance, furthermore, mitigate into next generation high end material development.

New products successfully developed by the Company in 2021:

  1. RCC material adopted in 5G high-end handheld device

  2. High end substrate material consumed by SiP package

  3. PCIe 5 II and PCIe 6 high speed data transmission material

  4. 800GHz Switch material verified by global brand companies

  5. Granted patents from ROC,China and USA

In the era of internet of things, not only require for high speed data calculation, but also high frequency signal receiver, only high frequency material can achieve truly wireless communication. In the past, the technology replies on PTFE as substrate material, however, PTFE technology has its weakness such as difficult to process, unpopular. In autonomous driving era, to fulfill self-driving and post 5G electronic material needs, EMC further engages in Radar high frequency substrate material and high end packaging substrate material development, to satisfy global customers growth trajectory.

II. Summary of Year 2021 Business Plan

  • i. Planning of sales and production

  • a. Capacity expansion

  • b. Promote eco-friendly laminate material

  • c. Balancing sales and production, flexible inventory adjustment and active cash management

  • ii. Operating strategy

  • a. To introduce high end HDI substrate material for server and switch market.

  • b. To extend expertise in substrate like material to substrate material.

  • c. To maintain lion’s share in high end HDI segment.

  • d. To develop laminate material for high end vehicle market.

  • iii. Sales volume target

Expected sales volume target:

Copper clad laminates (CCLs): 48 million sheets/year Prepreg (PP): 1.06 million rolls/year Mass Lam (M/L): 1.6 million panels/year

III. Effects from changes in competitions, regulations, and business environment on the

future development strategy of the company

  • i. Future development strategy of EMC:

  • a. To develop high speed/ high frequency and low loss materials

  • b. To solidify the leading position of EMC’s materials consumed by HDI PCBs in the global market.

  • 5 -

  • c. Enlarge offshore market, diversify risks.

  • ii. Perfectness of Internal control, enhance management efficiency

  • iii. Effects from changes in competitions, regulations, and business environment:

Due to the outbreak of Covid-19 in those two years, the company and all sites have been strictly following the quarantine protocol to make sure that the company still operates on the track.

From the future perspective, the demand for halogen-free keeps growing, on the back of severely environmental regulations, EMC maintains its global leading position in eco-friendly laminates, equips long lasting strength in HDI technology and environmental material. After years of waiting, it is been officially recognized by the market and take into must consideration of their material structure, enabling the company to possess elements for further success.

We sincerely thank you for your continued trust, support, and commitment to EMC, and look forward to building a prosperous future together with our shareholders.

Chairman: Ding-Yu Dong

  • 6 -

II. COMPANY PROFILE

1. Date of Incorporation

Date of Incorporation: 24 March 1992

1.1. Company Tax ID Number : 86521351 Company Address : No. 18, Datong 1st Road, Guanyin Industrial Park, Guanyin District Taoyuan City 32849, Taiwan Company Telephone : +886-3-4837937 1.2. Factory Establishment Permission: Permission Number : 81 Jian-Yi-Tze No.083375, issued by Construction Tin, Provincial Government on 15 June 1992 Factory Address : No.18, Datong 1st Road, Guanyin Industrial Park, Guanyin District Taoyuan City 32849, Taiwan Factory Telephone : +886-3-4837937

2. Company History

1992 The first meeting of promoters convened and drew up the Articles of Incorporation. Meanwhile, resolution was formed that promoters shall make full payment for the numbers of shares respectively subscribed to by 25 February 1992.

The second meeting of promoters convened to elect Directors and Supervisors; thereafter, the first meeting of the first term Board of Directors called to elect Mr. Zhu, Ho-Zen as the Chairman.

1993 Extraordinary Shareholders’ Meeting was convened, and resolved to increase the capital of the Company by NT$22.5 million. The total paid-in capital rose to NT$430 million after the capital increase. Meanwhile, seven Directors and two Supervisors were elected in accordance with the Article 22 of the Article of Incorporation.

The Letter of Construction Tin, Taiwan Provincial Government (Letter No. 82 Jian-Yi-Tze 075808) issued the factory registration certificate to the Company, and the certificate number was 99-079038-00.

1995 For increasing business and creating more profits, the Extraordinary Shareholders’ Meeting resolved to raise capital of NT$210 million in order to expand factory space and purchase machinery and equipment. The total paid-in capital rose to NT$640 million after the capital increase.

The Company, receiving pre-listing counseling guidance, applied for OTC listing.

The Article of Incorporation was amended in the Annual General Shareholders’ Meeting, increasing the number of Supervisors from two to three. The third term of Directors were elected, and new Chairman was elected among Directors.

1996 The Company held the analyst meeting before initial public offering in the OTC market.

The common shares of the Company began to trade in the OTC market.

  • 7 -

The Board of Directors resolved to increase capacity on existing production site.

1997 The following resolutions were approved in the Extraordinary Shareholders’ Meeting in 1997:

  1. The Company shall issue 7 million new common shares, with a par value of NT$10 per share, at a premium price of NT$35 per share.

  2. The Company shall apply for listing in the Taiwan Stock Exchange in 1998; meanwhile, de-listed from the OTC market.

  3. The Company shall proceed investment business in domestic and overseas market in order to develop business opportunities and expand business scope.

  4. 1998 The Annual General Shareholders’ Meeting elected the fourth term Directors, and Mr. Zhu, Ho-Zen was again elected as the Chairman of the Board.

The common shares of the Company began to trade in the Taiwan Stock Exchange.

  • 2001 The fifth term Directors and Supervisors were elected by the Annual General Shareholders’ Meeting, and Mr. Zhu, Ho-Zen was again elected as the Chairman of the Board by the first meeting of the fifth term Board of Directors.

  • 2002 The Annual General Shareholders’ Meeting resolved to make up the total loss occurred in 2001 by using the legal reserve of NT$18,280,038.

  • 2003 The Annual General Shareholders’ Meeting resolved to make up the total loss occurred in 2002 by the legal reserve of NT$56,449,987 and the capital surplus of NT$61,010,761.

Mr. Zhu, Ho-Zen retired from the position of the Chairman in the 18th meeting of the fifth term Board of Directors, and Directors subsequently elected Ms. Dong-Ho, Mei-Chin to substitute the Chairman position.

  • 2004 The sixth term Directors and Supervisors were elected by the Annual General Shareholders’ Meeting, and the first meeting of such Board of Directors elected Mr. Tsai, Fei Liang as the Chairman, and Mr. Dong, Ding Yu as the Vice Chairman.

  • 2005 Hsinchu Factory commenced commercial operation and the Company began to offer Mass Lamination services to printed-circuit board makers.

  • 2006 The sixth term 24th Board of Directors Meeting resolved to re-organize the holding structure. Grand Shanghai and EMC-HK, subsidiaries originally controlled by EMC-Holding, were re-organized as subsidiaries under the control of Grand Zhuhai. Meanwhile, Grand Zhongshan was created and also put under the control of Grand Zhuhai.

2007 The seventh term Directors and Supervisors were elected by the Annual General Shareholders’ Meeting. The first meeting of the seventh term Board of Directors elected Mr. Tsai, Fei Liang and Mr. Dong, Ding Yu as Chairman and Vice Chairman, respectively.

After the capitalization of retained earnings, combined with the conversion of convertible bonds into

  • 8 -

common shares, the number of outstanding shares of the Company increased by 27,499,796 shares. The total share capital of the Company arrived at NT$2,383,918,790.

2008 The Company bought back and canceled 2,318,000 shares. The share capital was reduced to
NT$2,369,331,320.

After the capitalization of retained earnings, combined with the conversion of convertible bonds into common shares, the number of outstanding shares of the Company increased by 21,470,823 shares. The total share capital of the Company arrived at NT$2,575,447,020.

2009 The Company bought back and canceled 2,888,000 shares. The share capital was reduced to NT$2,546,567,020. Retained earnings was capitalized. In combination with the exercise of employees’ option certificates and conversion of convertible bonds into common shares, the number of outstanding shares of the Company increased by 13,511,674 shares. The total share capital of the Company arrived at NT$2,681,683,760.

2010 The eighth term Directors and Supervisors were elected by the Annual General Shareholders’ Meeting.
The first meeting of the eighth Board of Directors elected Mr. Tsai, Fei Liang as the Chairman, and Mr.
Dong, Ding Yu as the Vice Chairman.
Retained earnings was capitalized. In combination with the exercise of employees’ option certificates
and conversion of convertible bonds into common shares, the number of outstanding shares of the
Company increased by 16,345,084 shares. The total share capital of the Company arrived at
NT$2,845,134,600.
2011 After capitalization of the retained earnings, combined with the exercise of employees’ option certificates
and conversion of convertible bonds into common shares, the number of outstanding shares of the
Company increased by 18,029,734 shares. The total share capital of the Company arrived at
NT$3,025,431,940.
2012 The Company bought back and canceled 3,000,000 shares. Meanwhile, the exercise of the employees’
option certificates and the conversion of convertible bonds into common shares increased the number of
outstanding shares by 6,849,265 shares. The total share capital of the Company reached
NT$3,063,924,590.
2013 The ninth term Directors and Supervisors were elected by the Annual General Shareholders’ Meeting.
The first meeting of the ninth Board of Directors elected Mr. Tsai, Fei Liang and Mr. Dong, Ding Yu as
Chairman and Vice Chairman, respectively.

The exercise of the employees’ option certificates, combined with the conversion of convertible bonds into common shares increased the number of outstanding shares of the Company by 5,178,370 shares. The total share capital of the Company reached NT$3,115,708,290.

2014 After the exercise of the employees’ option certificates and the conversion of convertible bonds into
common shares, the number of outstanding shares of the Company increased by 2,030,311 shares. The
total share capital of the Company reached NT$3,136,011,400.
  • 9 -
2015 After the exercise of the employees’ option certificates and the conversion of convertible bonds into
common shares, the number of outstanding shares of the Company increased by 3,722,000 shares. The
total share capital of the Company reached NT$3,173,231,400.
2016 The tenth term Directors were elected by the Annual General Shareholders’ Meeting. The first meeting
of the tenth Board of Directors elected Mr. Dong, Ding Yu as Chairman of the Company, and Mr. Tsai, Fei
Liang as Vice Chairman.
The exercise of employees’ option certificates increased the number of the outstanding shares of the
Company by 1,558,000 shares, and the total share capital of the Company arrived at NT$3,188,811,400.
2017 The exercise of employees’ option certificates increased the number of outstanding shares of the Company
by 7,713,180 shares, and the total share capital of the Company arrived at NT$3,196,524,580.
The Board of Directors resolved to establish a wholly-own subsidiary, Elite Material Electronic (Huangshi)
Limited.
2018 The green-field factory located at Huangshi City, Hubei Province of China broke the ground and began
construction.
2019 The Eleventh term Directors were elected by the Annual General Shareholders’ Meeting. The first meeting
of the eleventh Board of Directors elected Mr. Dong, Ding Yu as Chairman of the Company, and Mr. Tsai,
Fei Liang as Vice Chairman.
Mass production of Huangshi City, Hubei Province of China
CB transferred to common shares at NT$ 556060, paid in capital increased to 3,197,080,640
2020 Domestic 4th unsecure convertible bonds are fully converted, CB converted to common shares at NT$
132,102,350, paid in capital increased to 3,329,182,990.
Acquired Arlon EMC, CA, USA as the first manufacturing site in USA for EMC, and the 4th offshore
manufacturing site.
2021 Purchased land and facility located in Taoyuan for further expansion in December.
  • 10 -

III. CORPORATE GOVERNANCE

1. Organization

1.1. Organization Chart

==> picture [446 x 340] intentionally omitted <==

1.2. Affairs in charge for each Major Department

Chairman Office To plan and instruct the business operations; to undertake the review and examination of
legal affairs, contacts of the parent company, subsidiaries, and affiliated entities that the
Company has controlling interests in.
President Office To develop the business strategy of the Company and to execute the business plan.
To prepare the annual business budget, targets, and strategic management plan.
To plan the key investment projects.
Group Finance&
Accounting
Assist the President and be in charge of the management of finance, accounting,
information system, and EHS system.
Group
Human
Resources
Division
Assist the President and be in charge of the management of human resources, information
system, and EHS system.
Group IT To plan and manage the group IT operations.
Each Business
Unit (Zhongshan,
Kunshan,
Guanyin, and
Huangshi)
Be in charge of the sales of domestic and overseas markets, the management of inventory,
product engineering design, and customer service.
Be responsible for production, quality assurance, and equipment maintenance affairs.
  • 11 -
Audit Office Assist the Board of Directors to perform internal control and examine the auditing,
accounting and internal control system and executions.
Group
Procurement
Be in charge of the evaluation, counseling, and management of suppliers and outsourcers,
making sure of the product of the Company can meet the quality standards of customers
and requirements of HSF regulations.
Be in charge of procurement, import / export, and custom clearance.
Research &
Development
Division
Be in charge of the research and development of new products, patent applications and
filings, and promotions of new products.
Marketing &
Promotion Office
Be in charge of the market research of the Company’s products and formulation of the
marketing strategies.
Group Quality
&Assurance
Be in charge of the integration of quality system and establish database of related product
characters.
  • 12 -

2. Directors and Management Team

2.1. Directors

28 March 2022

Title Nationality
or Record
of Birth
Name
Sex
Age
Date elected
Term
(years)
Date first
elected
Shareholding
when elected
Shareholding
when elected
Current shareholding Current shareholding
Shareholding of
spouse & Minor
children

Shareholding of
spouse & Minor
children
Holding
shares in the
name of
another
person
Holding
shares in the
name of
another
person
Curriculum vitae Other positions
in EMC and
other companies

Executives or Directors who
are spouses or within two
degrees of kinship

Executives or Directors who
are spouses or within two
degrees of kinship

Executives or Directors who
are spouses or within two
degrees of kinship
Remarks
Share % Share % Share % Share % Title Name Relationship
Chairman ROC Ding-Yu Dong
Male
63
10 Jun 2019
3 years
25 May
2001
5,265,766 1.65
5,265,766
1.58
15,842

0.00

0

0.00

Ph.D. in Engineering,
Stanford University, USA
Assistant Professor, San
Jose State University, USA
None None None
Vice
Chairman
ROC Yu Chang
Investment Co.,
Ltd.
Representative:
Fei-Liang Tsai
Male
68
10 Jun 2019
3 years
25 Jun 2004
25,471,477
376,244


7.97
0.12


25,471,477
447,244


7.65
0.13


0
0


0.00
0.00


0
0


000
0.00


Master in Chemical
Engineering, National
Tsing Hua University
President, Taiwan Union
Technology Corp.
None None None
Director ROC Yu Chang
Investment Co.,
Ltd.
Representative:
Wen-Shiung
Lee
Male
75
10 Jun 2019
3 years
25 Jun 2016
25,471,477
0


7.97
0.00


25,471,477
0


7.65
0.00


0
0


0.00
0.00


0
0


000
0.00


Bachelor of Chemical
Engineering, Tamkung
University
Director, Unimicron
Corporation
President, Isola Asia
Pacific(Taiwan)Inc.
Consultant,
Taiwan Printed
Circuit
Association
None None
Director ROC Mon-Chong
Hsieh
Male
55
10 Jun 2019
3 years
25 Jun 2004
0
0.00
0
0.00
0

0.00

0

0.00

Master in International
Affairs, Columbia
University, USAChairman,
Food Industry Research
and Development
InstituteDirector, The
Eisenhower Exchange
Fellowships, Inc.
Chairman,
Synmax
Biochemical
Co., Ltd.
Vice Chairman,
Royal Chef Co.,
Ltd.
None None
  • 13 -
Title Nationality
or Record
of Birth
Name
Sex
Age
Date elected
Term
(years)
Date first
elected
Shareholding
when elected
Shareholding
when elected
Current shareholding Current shareholding
Shareholding of
spouse & Minor
children

Shareholding of
spouse & Minor
children
Holding
shares in the
name of
another
person
Holding
shares in the
name of
another
person
Curriculum vitae Other positions
in EMC and
other companies

Executives or Directors who
are spouses or within two
degrees of kinship

Executives or Directors who
are spouses or within two
degrees of kinship

Executives or Directors who
are spouses or within two
degrees of kinship
Remarks
Share % Share % Share % Share % Title Name Relationship
Independent
Director

ROC
Bing Shen
Male
73
10 Jun 2019
3 years
25 Jun 2016
0
0.00
0
0.00
0

0.00

0

0.00

MBA, Harvard University
Financial Analyst, World
Bank
Chief Investment Officer,
International Bank Corp.
Executive Director,
Morgan Stanley & Co.
Vice President, China
Development Industrial
Bank
President, CDIB Partners
Investment Holding
Corporation
Director, OUC
Corporation
Director,
ECOVE
None None
Independent
Director

ROC
Duen-Chian
Cheng
Male
60
10 Jun 2019
3 years
10 Jun 2019
0
0.00
0
0.00
0

0.00

0

0.00

MBA, Columbia
University,
USA President,
Director, Appier Holdings
Inc.
Independent Director, TA
YA ELECTRIC WIRE &
CABLE CO., LTD
Chairman, LuxNet Corp
Chairman, Clientron
President, UMC Capital
Corporation
Chairman,
TGVest Capital
Co., Ltd.
Chairman,
TriKnight
Capital
Corporation
Vice Chairman,
LuxNet Corp
None None
  • 14 -
Title Nationality
or Record
of Birth
Name
Sex
Age
Date elected
Term
(years)
Date first
elected
Shareholding
when elected
Shareholding
when elected
Current shareholding Current shareholding
Shareholding of
spouse & Minor
children

Shareholding of
spouse & Minor
children
Holding
shares in the
name of
another
person
Holding
shares in the
name of
another
person
Curriculum vitae Other positions
in EMC and
other companies

Executives or Directors who
are spouses or within two
degrees of kinship

Executives or Directors who
are spouses or within two
degrees of kinship

Executives or Directors who
are spouses or within two
degrees of kinship
Remarks
Share % Share % Share % Share % Title Name Relationship
Independent
Director

ROC
Rong-Dong Tsai
Male
69
10 Jun 2019
3 years
10 Jun 2019
0
0.00
0
0.00
0

0.00

0

0.00

MBA, Indiana University,
USA
President, Ta Chong Bank
President, Taishin
International
Bank/Corporate Finance
Business Group of Taishin
International Bank
Executive Vice President,
Deutsche Bank Taipei
Branch / Director,
Corporate Finance
Department, Deutsche
Bank Taipei Branch
UBS AG Taipei Branch /
Director, Corporate
Finance Department, UBS
AG Taipei Branch.
Director, Chang
Wah
Technology
Co., Ltd.
Director, JMC
Electronics Co.,
Ltd. Director,
Golden Circuits
Electronics Ltd.
Independent
director of
Mercuries life
insurance
None None
  • 15 -

2.2. Major shareholders of EMC’s Directors are institutional shareholders

28 March 2022

28 March 2022
Name of Institutional Shareholders Major Shareholders of the Institutional Shareholders
Yu Chang Investment Co., Ltd. Yu Sheng Investment Co., Ltd.

2.3. Major shareholders of the major shareholders who are juridical persons

28 March 2022

28 March 2022
Name of Juridical Persons Major Shareholders of the Juridical Persons
Yu Sheng Investment Ltd. British Virgin Island Daton West Limited
  • 16 -

2.4. Professional Qualifications and Independent Analysis of Directors

(1) Professional Qualifications and Independent information disclose of Directors:

Condition
Name
Professional qualifications
Curriculum Vitae
Independence situations
(Meet the criteria of Note
1)
The number of
independent directors
of the other public
offering company
Director
Dong, Ding Yu

Have the work experience
in business, legal, finance,
accounting or corporate
business
Assistant Professor, San Jose
State University
6)(8)(9)(10
11)(12
1
Director
Tsai, Fei Liang

Have the work experience
in business, legal, finance,
accounting or corporate
business
President, Taiwan Union
Technology Corporation
1)(3)(4)(5
6)(8)(9)(10
11
-
Director
Lee, Wen
Shiung
Have the work experience
in business, legal, finance,
accounting or corporate
business
Director, Unimicron
Corporation
President, Isola Asia Pacific
(Taiwan) Inc.
1)(2)(3)(4
5)(6)(7)(8
9)(10)(11
-
Director
Hsieh, Mon
Chong
Have the work experience
in business, legal, finance,
accounting or corporate
business
Chairman, Food Industry
Research and Development
Institute
Director, The Eisenhower
Exchange Fellowships, Inc.
Director, Chinese National
Federation of Industries
1)(2)(3)(4
5)(6)(7)(8
9)(10)(11
12
-
Independent
director
Shen, Bing
Have the work experience
in business, legal, finance,
accounting or corporate
business
Financial Analyst, World Bank
Chief Investment Officer,
International Bank Corp.
Executive Director, Morgan
Stanley & Co.
Vice President, China
Development Industrial Bank
President, CDIB Partners
Investment Holding
Corporation

1)(2)(3)(4
5)(6)(7)(8
9)(10)(11
12
-
Independent
director
Cheng, Duen-
Chian
Have the work experience
in business, legal, finance,
accounting or corporate
business
Managing Director, Union
Investment Management
Consulting Co, Ltd.
Executive Director/President
of Taiwan Branch, Morgan
Stanley Asia Limited
Executive Director, Goldman
Sachs Asia L.L.C.
1)(2)(3)(4
5)(6)(7)(8
9)(10)(11
12
2
  • 17 -
Independent
director
Tsai, Rong
Dong
Have the work experience
in business, legal, finance,
accounting or corporate
busines



President, Ta Chong Bank
President, Taishin
International Bank/Corporate
Finance Business Group of
Taishin International Bank
Executive Vice President,
Deutsche Bank Taipei Branch /
Director, Corporate Finance
Department, Deutsche Bank
Taipei Branch
Senior Executive Vice
President, UBS AG Taipei
Branch / Director, Corporate
FinanceDepartment, UBS

1)(2)(3)(4)(5
6)(7)(8)(9)(10
11)(12
2

Note 1 : Each director meets the following conditions in the two years prior to the election and during his or her term of office.

  • 1 An employee who is not employed by the company or its affiliates.

  • 2 Directors or supervisors who are served as the position of the same company or affiliated enterprises (except where the company and its parent company, subsidiaries or subsidiaries of the same parent company are established as independent directors in accordance with this Act or local national decrees).

  • 3 A natural person shareholder who is not a natural person who holds more than 1% of the total number of issued shares of the company or holds in the name of others or the top 10 shareholders.

  • 4 The spouse, second degree or third degree relatives of managers not listed in (1) or (2) or (3) listed persons.

  • 5 A director, supervisor or employee who does not directly hold more than 5% of the total number of issued shares of the company, the top five shareholders or the legal person shareholders designated as directors or supervisors of the company in accordance with article 27, paragraphs 1 or 2 of the company Act (except where the company and its parent company, subsidiaries or subsidiaries of the same parent company are established by this law or local laws and regulations).

  • 6 More than half of the shares that are not seated or have voting rights in the directors of the company shall be directors, supervisors or employees of other companies controlled by the same person (except where they are independent directors of the company or its parent, subsidiary or subsidiary of the same parent company established in accordance with this Act or local national decrees).

  • 7 Directors, supervisors or employees of other companies or institutions that are not the same person as the chairman, president or equivalent of the company or spouse (except where the company and its parent company, subsidiaries or subsidiaries of the same parent company are established as independent directors in accordance with this Law or local national laws).

  • 8 Directors, supervisors, president or shareholders holding more than 5% of the shares of a particular company or institution that do not have financial or business dealings with the company (unless a particular company or institution holds more than 20% of the total number of issued shares of the company, not more than 50%, and is an independent director of the company and its parent company, subsidiaries or subsidiaries of the same parent company in accordance with this Law or local national laws).

  • 9 Professionals, sole proprietors, partners, directors, supervisors, managers and their spouses who do not provide audits for the company or related enterprises or have obtained remuneration in the past two years in the past two years in a commercial, legal, financial, accounting and other related services of NT$500,000. However, this does not apply to members of the Remuneration Committee, the Public Takeover Review Committee or the Special Committee on Mergers and Acquisitions who perform their functions under the Securities and Exchange Act or the relevant laws and regulations of the Mergers and Acquisitions Act.

  • 10 There is no family relationship with other directors within the scope of a spouse or second-degree relatives.

  • 11 There is no circumstance under the paragraphs of article 30 of the company act.

  • 12 There is no any elected directors who is on behalf of a government, a legal person or its representative under the article 27 of company act.

  • 18 -

(2)The diversity and independence of board of directors

(A)Diversity of board of directors

The members of the 11th Board of Directors of the company have rich knowledge of management, operational judgment and related industry knowledge, and the company will continue to evaluate the diversified complementarity of the board members, continue to implement the diversification policy, and the specific goals for the future include increasing the number of female directors (at least one seat) or the proportion of independent directors, all of which will be used as a reference for the next director re-election.

The composition of the board of directors of the company is based on the Code of Corporate Governance and the Method of director election to consider the diversity of the board of directors from various aspects. The company has a total of 7 directors, including 3 independent directors, who have extensive experience and expertise in the fields of finance, commerce, industrial technology and management. 1 director with employee status in the Company accounts for 14%, 2 independent directors have a term of less than 3 years, 1 independent director has a term of 4-6 years, 2 directors are over 70 years old, 4 are 60 to 69 years old, and 1 is under 60 years old. All directors are male and of Chinese nationality. More diversity of board members is as follows:

Title Name Multiple cor e items
Operational
judgement
Business
management
Finance and
accounting

Industry-
knowledge
International
market view
Leadership
Chairman Ding-Yu
Dong
Director Tsai, Fei
Liang
Director Lee,
Wen
Shiung
Director Hsieh,
Mon
Chong
Independent
director
Shen,
Bing
Independent
director
Cheng,
Duen-
Chian
Independent
director
Tsai,
Rong
Dong

(B)The independence of board of directors

The company has a total of 7 directors, including 3 independent directors, of which 43% are independent directors, and the independent directors do not have the circumstances stipulated in items 3 and 4 of Article 26-3 of the Securities and Exchange Act, and none of the directors of the company have a relationship of kinship within the scope of spouse or second degree relatives.

  • 19 -

2.5. President, Vice President, Assistant Vice President, Managers of Departments and Branches

28 March 2022 28 March 2022 28 March 2022 28 March 2022
Title Natio
nality
Name
Sex
Effective Shareholding Shareholding
of Spouse
& Minor
Children
Holding
shares in the
name of
another
person
Curriculum Vitae Other Positions
Managers who are
spouses or within two
degrees of kinship

Remarks
Share % Share % Share % Title Name
Relatio
nship
President ROC Guan, En-
Xiang
Male
16 Aug
2021
51,222
0.02

29

0.00

None
Bachelor in Chemistry, National Cheng-Kung
University
Production Director, Pou Li Der Inc.
President, Elite
Electronic
Material
(Kunshan) Co.,
Ltd.
None None
Senior
Vice
president
ROC Sun,
Michael
Male
9 Aug
2018
0
0.00

0

0.00

None
Ph.D. in Chemical Engineering, University of
Southern California
Senior Vice President, SOCLE Technology
Corporation
VP of AUO Optronics Corp./ President of
AUO Business Group
None
Vice
president
ROC Peng,
Yi-Ren
Male
1 Apr
2011
147,774
0.04

0

0.00

None
Master in Chemistry, University of LAMAR,
USA
None
Vice
president
(CFO)
ROC Yu, Randy
Male
14 Feb
2019
0 0.00 5,000 0.00 None MBA, New York University, USA
Senior Vice President, FIH Mobile Limited
General manager, BLU of Coretronics
corporation
None
Vice
resident
ROC Chuang,
Michael
Male
1 Mar
2020
0
0.00

0

0.00

None
Master of Science, Duke University, USA
General manager, PVC, Zhuhai
BU Head, Liteon Mobile
VP of Elite
Material(Kuansh
an)
Vice
president
ROC Su, Kenny
Male
1 Jul
2020
0
0.00

0

0.00

None
Department of Mechanical Engineering,
NSYSU
Chief Operation Officer, Gemtek
None
Vice
president
ROC Chou, Li-
Ming
19 May
2020
9,791
0.00

0

0.00

None
Master of Materials Science and Engineering,
NTU
None
  • 20 -
Male Director, RD division
Vice
president
ROC
Lin, Alan
Male
17 May
2021
0
0.00

0

0.00
None Master of information management, NSYSU
Director Sercom technology
Director, E-Ink
None
Vice
president
ROC

Lin, Chien-
Cheng
Male
2 Aug
2021
0
0.00

0

0.00
None University of Texas, Arlington EMBA
Bourns Trading Shanghai Co. Ltd總經理
None
Vice
president
ROC

Yang,
Danny
Male
6 Sep
2021
22,049
0.01

0

0.00
None Institute of Mechanical Engineering, Taiwan
Institute of Industrial Technology
VP, EMC president office
AVP, EMC (KY)

None
Vice
president
ROC Lee, De-Na
Male

13 Sep
2021
2,000
0.00

0

0.00
None Institute of Mechanical Engineer, CKVS
AVP, EMC(ZS)
AVP, EMC (KS)
None
Director
(Corporate
Goverrnor)
"
ROC Chang,Li-
Chio
Female

20 Mar
2020
23,984
0.01
0 0.00 None Bachelor, Department of Accounting, Tung
Hai University
Manager of Audit Office, Elite Material Co.,
Ltd.
None
Head of
Accounting
Department
ROC Yen, Sara
Female
16 Mar
2015
0
0.00
0
0.00
None Master of Accounting, Chung Yung Christian
University
None
  • 21 -

3. Remuneration for directors, president and vice president

3.1.1 Remuneration paid to Directors and Independent Directors

Unit NTD thousand

Title Name Remuneration Remuneration Remuneration Remuneration Ratio of Total
Remuneration
(I+II+III+IV)
over Net
Income (%)
Ratio of Total
Remuneration
(I+II+III+IV)
over Net
Income (%)
Relevant Compensation Received by Directors Who Are Also employees Relevant Compensation Received by Directors Who Are Also employees Relevant Compensation Received by Directors Who Are Also employees Relevant Compensation Received by Directors Who Are Also employees Relevant Compensation Received by Directors Who Are Also employees Relevant Compensation Received by Directors Who Are Also employees Relevant Compensation Received by Directors Who Are Also employees Relevant Compensation Received by Directors Who Are Also employees Ratio of Total
Remuneration
(I+II+III+IV+V
+VI+VII) to
Net Income
(%)
Ratio of Total
Remuneration
(I+II+III+IV+V
+VI+VII) to
Net Income
(%)
Remu
nerati
on
Paid
to
Direct
ors
from
an
Invest
ed
Comp
any or
the
Comp
any's
Subsi
diary
Base
Remuneration
(I)
Severanc
e Pay
and
Pension
(II)
Directors'
Remuneration
from
Distribution of
Earnings (III)
Operating
Allowances
(IV)
Salary, Bonuses,
and Allowances
(V)
Severance Pay and
Pension (VI)
Employees' Compensation from
Distribution of Earnings (VII)
The
Co
mp
any
All
Compani
es in the
Consolida
ted
Financial
Statement
s
T
h
e
C
o
m
p
a
n
y
All
Com
pani
es in
the
Cons
olida
ted
Fina
ncial
State
ment
s
The
Compa
ny
All
Comp
anies
in the
Conso
lidated
Financ
ial
State
ments
The
Co
mp
any
All
Com
panie
s in
the
Cons
olidat
ed
Fina
ncial
State
ment
s
The
Comp
any
All
Comp
anies
in the
Conso
lidated
Financ
ial
State
ments
The
Compa
ny
All
Comp
anies
in the
Conso
lidated
Financ
ial
State
ments
The
Compa
ny
All
Compan
ies in
the
Consoli
dated
Financia
l
Stateme
nts
The Company All
Companies in
the
Consolidated
Financial
Statements
The
Com
pany
All
Compa
nies in
the
Consoli
dated
Financi
al
Statem
ents
Cash Stock Cash Stoc
k
Chairman Dong,
Ding
Yu
0 0 0 0 39,400
39,400

279

279
39,679
0.72%


39,679
0.72%


17,324

18,184

1,440

1,440

1,967

0

1,967

0
60,410
1.10%


61,270
1.12%


None
Vice
Chairman
Yu
Chang
Invest
ment
Co.,
Ltd.
Director Yu
Chang
Invest
ment
Co.,
Ltd.
  • 22 -
Director Hsieh,
Mon
Chong
Independent
Director
Shen,
Bing
0 0 0 0 23,640
23,640

203

203
23,843
0.43%


23,843
0.43%


0

0

0

0

0

0

0

0
23,843
0.43%


23,843
0.43%


None
Independent
Director
Cheng,
Duen-
Chian
Independent
Director
Tsai,
Rong
Dong
  • (Note 1): Please state the policy, system, standard and structure of the independent director's honorarium payment, and describe the correlation with the amount of remuneration according to the responsibilities, risks, investment time and other factors undertaken: The remuneration of the general directors and independent directors of the company shall be not more than 1.2% of the remuneration of the directors if there is a profit in the year stipulated in the Articles of Association of the Company. The procedures for setting remuneration for directors are based on the Company's "Performance Assessment Method for the Board of Directors", not only with reference to the company's overall operating performance, future operational risks and development trends of the industry, but also to the individual's performance compliance rate and contribution to the company's performance. Considering the reasonable remuneration including the mastery of the company's goals and tasks, the understanding of the responsibilities of the directors, the degree of participation in the company's operations, the operation and communication of internal relationships, the professional and continuous training of directors, internal control, etc., into the performance appraisal and remuneration payment considerations, the relevant performance appraisal and remuneration rationality are reviewed by the Remuneration Committee and the Board of Directors, and the remuneration system is reviewed in a timely manner according to the actual operating conditions and relevant laws and regulations at any time, so as to seek a balance between the company's sustainable operation and risk control.

  • (Note 2): In addition to the above table, the remuneration received by the directors of the Company for the most recent year for the services provided by all companies in the financial report (e.g. as consultants to non-employees, etc.): None.

  • 23 -

3.1.2 Bracket of Remuneration paid to Directors and Independent Directors

Bracket Name of Directors Name of Directors Name of Directors Name of Directors
Total of ( I + II + III + IV) Total of ( I + II + III + IV + V + VI + VII )
The Company All Companies in the
Consolidated Financial
Statements
The Company All Companies in the
Consolidated Financial
Statements
Under NT$2,000,000
NT$1,000,000 ~ NT$2,000,000
NT$2,000,000 ~ NT$3,500,000
NT$3,500,000 ~ NT$5,000,000
NT$5,000,000 ~ NT$10,000,000 Fei-Liang Tsai ;
Mon-Chang Hsieh ;
Wen-Shiung Li ;
Bing Shen ;
Duen-Chian Cheng ;
Rong-DongTsai;

Fei-Liang Tsai ;
Mon-Chang Hsieh ;
Wen-Shiung Li ;
Bing Shen ;
Duen-Chian Cheng ;
Rong-DongTsai;
Fei-Liang Tsai ;
Mon-Chang Hsieh ;
Wen-Shiung Li ;
Bing Shen ;
Duen-Chian Cheng ;
Rong-DongTsai;
Fei-Liang Tsai ;
Mon-Chang Hsieh ;
Wen-Shiung Li ;
Bing Shen ;
Duen-Chian Cheng ;
Rong-DongTsai;
NT$10,000,000 ~ NT$15,000,000
NT$15,000,000 ~ NT$30,000,000 Ding-Yu Dong Ding-Yu Dong
NT$30,000,000 ~ NT$50,000,000 Ding-Yu Dong Ding-Yu Dong
NT$50,000,000 ~ NT$100,000,000
NT$100,000,000 and above
Total 7 7 7 7
  • 24 -

3.2.1 Remuneration paid to President, Senior Vice President, and Vice President

UnitNTD thousand UnitNTD thousand UnitNTD thousand
Title Name Salary (I) Severance Pay and Pension (II) Compensation and Allowances
(III)
Employees' Compensation from
Distribution of Earnings (IV)
Ratio of Total Compensation
(I+II+III+IV) to Net Income
(%)
Compensation
paid to President
and Other
Managers in This
Table from an
Invested
Company other
than the
Company's
Subsidiary
The
Company
All
Companies in
the
Consolidated
Financial
Statements
The
Company
All Companies
in the
Consolidated
Financial
Statements
The
Company
All Companies
in the
Consolidated
Financial
Statements
The Company All Companies in
the Consolidated
Financial
Statements
The
Company
All
Companies in
the
Consolidated
Financial
Statements
Cash Stock Cash Stock
President
(Note3)
Dong,
Ding-Yu
31,307
35,740 2,773 2,773 77,659 78,422 20,050 0 20,050 0 131,789
2.40%


136,985
2.49%


None
President
(Note3)
Guan, En-
Xiang
SVP Sun,
Michael
VP Peng, Yi-
Ren
VP Yu,
Randy
VP Chuang,
Michael
VP Chou, Li-
Ming
VP Su,
Kenny
VP Lin, Alan
VP Lin,
Chien-
Chen
VP Yang,
Danny
VP Lee,De-Na
VP
(110.6.30resigned)
Wang,
Gary
  • 25 -
VP
(110.9.30resigned)
Pan,
Jason
VP
(110.9.30resigned)
Li, Jin-
Lin
VP
(110.5.28resigned)
Lee, Lisa

Note 1 Retirement pension is the amount of the company's retirement pension expense.

Note 2 The above is the remuneration of the general manager and vice presidents in the most recent year (Year 2021).

Note 3 On July 28, 2021, the company was approved by the board of directors to appoint Guan, En-Xiang, the former senior vice president as the president

  • 26 -

3.2.2. Bracket of Compensation paid to President, Senior Vice President, and Vice President

Bracket Name of President, and Vice Presidents Name of President, and Vice Presidents
The Company All Companies in the Consolidated Financial
Statements
Under NT$1,000,000 Wang, GaryLi-Jin-LinLee, Lisa Li,Jin-LinLee, Lisa
NT$1,000,000 ~ NT$2,000,000 Wang, Gary
NT$2,000,000 ~ NT$3,500,000 Pan, Jason Pan, Jason
NT$3,500,000 ~ NT$5,000,000 Lin, Chien-Chen Lin, Chien-Chen
NT$5,000,000 ~ NT$10,000,000 Sun, MichaelPeng, Ri-RenChou,Li-MingYu,
RandyChuang, MichaelSu, KennyLin, Alan
Yang,DannyLee,De-Na
Sun, MichaelPeng, Ri-RenChou,Li-MingYu,
RandyChuang, MichaelSu, KennyLin, Alan
Yang,DannyLee,De-Na
NT$10,000,000 ~ NT$15,000,000 Chuang, Michael
NT$15,000,000 ~ NT$30,000,000 Dong, Ding YuGuan, En-Xiang Dong, Ding YuGuan, En-Xiang
NT$30,000,000 ~ NT$50,000,000
NT$50,000,000 ~ NT$100,000,000
NT$100,000,000 and above
Total 16 16
  • 27 -

3.3.1 Compensation Paid to Managers

3.3.1 Compensation Paid to Managers
Unit: NT$ thousands
Title Name Compensation
(Stock)
Compensation
(Cash)
Total amount Ratio of Total
Amount to Net
Income (%)
President(Note) Dong,Ding-Yu 0 21,960 21,960 0.40%
President(Note) Guang,En-Xiang
SeniorVice President Sun,Michael
Vice President Peng,Yi-Ren
Vice President(CFO) Yu,Randy
Vice President Chou,Li-Ming
Vice President ChuangMichael
Vice President Su,Kenny
Vice President Lin,Alan
Vice President Lin, Chien-Chen
Vice President Yang,Danny
Vice President Lee,De-Na
Head of Corporate
Governance
Chang, Li-Chio
Director of Accounting
Department
Yen, Sara

Note: On July 28, 2021, the company was approved by the board of directors to appoint Guan, En-Xiang, the former senior vice president as the president

3.3.2 The ratio of total remuneration paid by the Company and by all companies included in the consolidated financial statements for the two latest fiscal years to Directors, Presidents and Vice Presidents of the Company over net income:

The Ratio of Total Paid RemunerationOver Net Income(%) The Ratio of Total Paid RemunerationOver Net Income(%) The Ratio of Total Paid RemunerationOver Net Income(%) The Ratio of Total Paid RemunerationOver Net Income(%)
2020
The Company All Companies in the Consolidated Financial
Statements
Total amount Ratio of Total
Amount to Net
Income (%)
Total amount Ratio of Total Amount
to Net Income (%)
Directors 44,826 1.22% 45,673 1.24%
Independent
Directors
16,554 0.45% 16,554 0.45%
President &
Vice President
95,355 2.58% 103,585 2.81%
  • 28 -
The Ratio of Total Paid RemunerationOver Net Income(%) The Ratio of Total Paid RemunerationOver Net Income(%) The Ratio of Total Paid RemunerationOver Net Income(%) The Ratio of Total Paid RemunerationOver Net Income(%)
2021
The Company All Companies in the Consolidated Financial
Statements
Total amount Ratio of Total
Amount to Net
Income(%)
Total amount Ratio of Total Amount
to Net Income (%)
Directors 60,410 1.10% 61,270 1.12%
Independent
Directors
23,843 0.43% 23,843 0.43%
President &
Vice President
131,789 2.40% 136,985 2.49%

Remuneration policies, standards and combinations, procedures for determining remuneration, and relevance to business performance and future risks:

  • ⚫ According to Article 36-1 of the company's articles of association: If the company makes a profit in the year, 3% of the employee's compensation and no more than 1.2% of the director's compensation shall be provided. However, when the company still has accumulated losses, it should reserve the compensation amount in advance. When employees' compensation is distributed in stock or cash, the distribution target must include employees of subordinate companies that meet certain conditions, and the method shall be separately formulated by the board of directors.

  • ⚫ The remuneration of general directors and independent directors of the company, the remuneration committee reviews the degree of participation and contribution value of each director to the company's operations. The responsibilities of directors, the degree of participation in the company's operations, internal relationship management and communication, the directors' professional and continuous training, internal control, etc. are included in the performance appraisal and remuneration payment considerations and give reasonable remuneration, and the relevant performance appraisal and remuneration rationality are reviewed by the Remuneration Committee and the Board of Directors, and the remuneration system is reviewed in a timely manner according to the actual operating conditions and relevant laws and regulations at any time, so as to seek a balance between the company's sustainable operation and risk control.

  • ⚫ The company allocated 1% of directors' remuneration in the year of 2021 for the amount of NT$ 63,040 thousand and paid director's carriage fee (attendance fee) of NT$ 482 thousand.

  • ⚫ The salary and remuneration of the general manager and vice president of the company are reviewed by the salary and remuneration committee and approved according to the individual performance achievement rate and contribution. For the assessment items within the measures, such as: the revenue and profit of each factory to achieve the budget target, the loss of work hours in each factory is better than that of the previous year, and the internal control audit of each factory

  • ⚫ The company's remuneration policy considers the company's current year's operating results, financial situation and future capital utilization needs planning, and the assessment of future risks is also included in the scope of consideration to minimize the possibility of risk occurrence.

  • 29 -

4. Corporate Governance

4.1 Board of Directors

Total six meetings were convened by the Board of Directors in 2021. Attendance of each Director and Independent Director is as follows:

Title Name Name Name Attendance in
Person
By
Proxy
Attendance
Rate
Remarks
Chairman Dong,Ding-Yu 6 0 100%
Vice
Chairman
Tsai, Fei-Liang
Representative of Yu Chang
Investment Co.,Ltd.
6 0 100%
Director Li, Wen-Shiung
Representative of Yu Chang
Investment Co.,Ltd.
6 0 100%
Director Hsieh,Mon-Chang 6 0 100%
Independent
Director
Sheng, Bing 5 1 83%
Independent
Director
Tsai, Rong-Dong 6 0 100%
Independent
Director
Cheng, Duen-Chian 6 0 100%
Other required disclosure:
(1) Should anycircumstance described in Article 14-3 of the Securities and Exchange Act
The Opinions of
Independent
Directors and the
Company's
handling of the
Opinions of
Independent
Directors
No objection
Pass the case
No objection
Pass the case
No objection
Term Date Important Resolutions The Opinions of
Independent
Directors and the
Company's
handling of the
Opinions of
Independent
Directors
The 11th Board
Meeting of the
11th term
25 Feb 2021 1.
Approved the proposal of Procedures of lending to one another
and the method of election of the directors of the company.
2.
Approved the proposal of increase endorsement of the
company.
3.
Approved the Year 2020 Declaration of Internal Control
System.
4.
Approved the proposal of additional increase capital
expenditure of KY site.
5.
Approved the proposal of group budge and revision of capital
expenditure of the company.
6.
Accepted the proposal submitted by the Remuneration
Committee about the directors' remuneration and managers'
compensation of Year 2021.
7.
Approved the proposal of Year 2020 directors' remuneration
and employees' compensation.
8.
Approved the Year 2020 business report and financial
statements.
9.
Approved the proposal of distribution of Year 2020 profits.
10. Approved the proposal of convening the Year 2021 annual
general shareholders'meeting.
No objection
Pass the case
The 12th Board
Meeting of the
11th term
28 Apr 2021 1.
Approved the proposal of endorsement among affiliates.
2.
Approved the proposal of decreasing the amount of
endorsement between parent and affiliate company.
3.
Approved the proposal of increase short-term credit line of the
company.
4.
Approved proposal of lending to one another of the company.
5.
Approved the proposal of revision of Procedures of Acquisition
and Disposition of Assets of the company
No objection
Pass the case
The 13th Board 28 May2021 1.
Approved the postpone of annual general meeting of year 2021.
No objection
  • 30 -
Meeting of the
11th term
2.
Approved the proposal of increase of capital expenditure of
EMC (HS).
3.
Approved the proposal of 1st unsecured ECB issuance.
Pass the case
The 14th
Board Meeting
of the 11th term
28 Jul 2021 1.
Approved the appointment of president.
2.
Approved the proposal of decreasing endorsement among
affiliates.
3.
Approved the proposal of increasing the short-term credit line
of the company.
4.
Approved the proposal of code of internal authorization of the
company.
5.
Approved the proposal of Taoyuan site’s capital expenditure.
No objection
Pass the case
The 15th Board
Meeting of the
11th term
27 Oct 2021 1.
Approved the proposal of indirect investment structure of the
company.
2. Approved the proposal of increase capital expenditure of OEM
business unit of the company.
3. Approved the proposal of increase capital expenditure of KY site
of the company.
4.
Approved the proposal of capital expenditure of EMC(KS) of
the company.
No objection
Pass the case
The 16th Board
Meeting of the
11th term
21 Dec 2021 1.
Approved the review of the CPA audit fee for Year 2021.
2.
Approved the Year 2022 plan of auditing of Elite Material
Co., Ltd.
3.
Approved the proposal of Year 2022 remuneration committee’s
business plans.
4.
Approved the proposal of revision of Articles of Incorporation,
Method of internal control assessment procedures, operation
procedure of monitoring affiliate, procedure of stamp
management.
5.
Approved the proposal of group budge and capital expenditure
of year 2022.
6.
Approved the proposal of 5th unsecure domestic CB issuance.
No objection
Pass the case
  • 31 -

4.2 Audit Committee

Total six meetings were convened by the Audit Committee in 2021. Attendance of each Independent Director is as follows:

as follows:
Title Name Attendance in Person By Proxy Attendance
Rate
Remarks
Independent
Director
Sheng, Bing 5 1 83%
Independent
Director
Cheng, Duen-Chian 6 0 100%
Independent
Director
Tsai, Rong-Dong 6 0 100%
Other required disclosure:
(1) Should any circumstance described in Article 14-5 of the Securities and Exchange Act and any resolution
Term
Proposals
Resolutions
The 11th meeting of the 3nd term dated as
25 Feb 2021
1.
Approved the proposal of Procedures
of lending to one another and the
method of election of the directors of
the company.
2.
Approved the proposal of increase
endorsement of the company.
3.
Approved the Year 2020 Declaration
of Internal Control System.
4.
Approved the proposal of additional
increase capital expenditure of KY
site.
5.
Approved the proposal of Year 2020
directors' remuneration and
employees' compensation.
6.
Approved the Year 2020 business
report and financial statements.
Resolved.
All members vote For both
proposals.
The 12th meeting of the 2nd term dated as
28 Apr 2021
1.
Approved the proposal of
endorsement among affiliates.
2.
Approved the proposal of decreasing
the amount of endorsement between
parent and affiliate company.
3.
Approved the proposal of increase
short-term credit line of the company.
4.
Approved proposal of lending to one
another of the company.
5.
Approved the proposal of revision of
Procedures of Acquisition and
Disposition of Assets of the company
6.
Approved the consolidated financial
statement of 1Q21.
The 13th meeting of the 2nd term dated as
28 May 2021
1.
Approved the proposal of increase of
capital expenditure of EMC (HS).
2.
Approved the proposal of 1st
unsecured ECB issuance.
The 14nd meeting of the 2nd term dated as
28 July 2021
1.
Approved the proposal of decreasing
endorsement among affiliates.
2.
Approved the proposal of code of
internal authorization of the
company.
3.
Approved the proposal of Taoyuan
site’s capital expenditure.
4.
Approved the consolidated financial
statement of 1H21.
The 15th meeting of the 2nd term dated as
27 Oct 2021
1.
Approved the proposal of indirect
investment structure of the company.
2.
Approved the proposal of increase
capital expenditure of OEM business
unit of the company.
3.
Approved the proposal of increase
capital expenditure of KY site of
the company.
4.
Approved the proposal of capital
  • 32 -

  • expenditure of EMC(KS) of the company.

    1. Approved the consolidated financial statement of 1Q-3Q 2021.
    1. Approved the review of the CPA audit fee for Year 2021.
    1. Approved the proposal of revision of Articles of Incorporation, Method of
  • The 16th meeting of the 2nd term dated as internal control assessment 21 Dec 2021 procedures, operation procedure of monitoring affiliate, procedure of stamp management.

    1. Approved the proposal of 5th unsecure domestic CB issuance.
  • (2) Should any circumstance described in Article 14-5 of the Securities and Exchange Act and any resolution on which the Audit Committee had a dissenting or qualified opinion occur with the approval of two thirds or more of the entire Board of Directors, the dates and sessions of the said board meetings, the contents of the said resolutions, opinions of the Audit Committee, and measures the Company had in responding to such opinions shall be specified: None

  • (3) Should there be any independent director neither joining discussion nor exercising the voting rights in board meetings for the resolution which he/she has personal interests, the name of such independent director, the contents of the said resolution, the reasons such independent director has personal interests, and the voting results shall be specified: None

  • (4) Communications between Independent Directors and the chief internal auditor and CPAs of the Company (for instance, the ways and topics that the aforesaid parties discuss on the financial and business situations of the Company, and the conclusions of their discussions):

  • a. The Audit Committee comprises of all three Independent Directors of the Company.

  • b. Internal Audit Office shall submit reports, including the auditing plan and the execution of such plan, to the Audit Committee for review and examination periodically. Should unusual matters, likely to cause material breach of regulations or material damage to the Company, occur during the auditing process, the chief internal auditor shall report to the Audit Committee immediately. The Audit Committee shall maintain thorough and sufficient communications with the chief internal auditor.

  • c. The CPAs of the Company shall commute the quarterly reports of the auditing results in the quarterly Audit Committee meetings. Should unusual matters occur, the CPA shall report to Audit Committee members immediately. The Audit Committee shall maintain thorough and sufficient communications with the CPAs of the Company.

  • 33 -

4.3 Corporate governance execution results and deviations from “Corporate Governance BestPractice Principles for TWSE/GTSM Listed Companies”

Item Implementation status Deviations from
“Corporate
Governance Best-
Practice Principles
for TWSE/GTSM
listed Companies”
and explanations
Yes No Summary
Has the company formulated and
disclosed its own corporate
governance best practice principles
in accordance with “Corporate
Governance Best-Practice
Principles for TWSE/GTSM Listed
Companies”?
V The company has formulated “Corporate
Governance Principles” to promote the
protection of shareholders’ interests,
improvement of functions of board of directors,
and the transparency of the Company’s
information; meanwhile, to encourage the
declaration of rights of interested parties. The
said principle can be viewed and downloaded
from the companywebsite.
None
(2)Shareholding structure and
shareholders’ rights:
a. Has the company established internal
operating procedures to handle
shareholder proposals, doubts,
disputes, and litigation related issues,
and practically implemented such
procedures?
V The company has designated Stock Transfer
Agent, and has appointed personnel to be in
charge of stock affairs and investor relations.
The said agent and personnel have handled
shareholder proposals, doubts, disputes, and
litigation related issues in compliance with
relevant laws and regulations and the
company’s Articles of Incorporation.
None
b. Has the company kept a list of major
shareholders and a list of ultimate
owners of these major shareholders?
V The company, at all time, keeps updated
shareholding information of directors,
managers, and major shareholders with a
percentage holding of 10% and more, and the
ultimate owners of these major shareholders.
If change in ownership occurs, the company
follows the relevant regulations to disclose
related information.
None
c. Has the company established and
operated a risk management
mechanism and “firewall” between
the Company and its affiliates?
V To manage the potential risk and establish a
“firewall” between the company and its
affiliates, the company and its affiliates have
already established and implemented
“Procedures for Acquisition and Disposition of
Assets”,Procedures for Lending of Capital to
Others”, and “Procedures for Endorsements and
Guarantees”.
None
d. Has the company established internal
rules to prohibit company insiders
from trading securities using
information not disclosed to the
market?
V The Company has established theProcedures
for Handling Material Inside Information” and
“Procedures for Preventing Insider Trading” to
prohibit company insiders from trading
securities using information not disclosed to the
market. The Company has performed internal
self-evaluation, and the Audit Office has audited
the implementation of the said procedures
periodically.
None
(3)Composition and
Responsibilities of the Board
of Directors:
a. Have members of the board of
directors formulated diverse policies
and implemented them accordingly?
V Article 16 of the company's Code of Practice on
Corporate Governance provides that the
composition of its board of directors shall
consider diversity, and that, in addition to
serving as a director of the company's
managers, it shall not exceed one third of the
board seats and formulate appropriate
diversification guidelines for its own operation,
mode of operation and development needs,
None
  • 34 -
which shall include, but are not limited to, the
following two criteria:
(1) Basic conditions and values: gender, age,
nationality and culture.
(2) Expertise and skills: professional
background (e.g. law, accounting, industry,
finance, marketing or technology),
professional skills and industry experience,
etc.
Board members should generally have the
knowledge, skills and literacy necessary to
perform their duties. In order to achieve the
ideal goal of corporate governance, the board of
directors as a whole should have the following
capabilities:
(1) Operational judgment.
(2) Accounting and financial analysis
capabilities.
(3) Management capacity.
(4) Crisis management capacity.
(5) Industry knowledge.
(6) International market view.
(7) Leadership.
(8) Decision-making ability.
2. Diversity implementation of board members:
Footnote(1)
b. In addition to establishing a
Remuneration Committee and an
Audit Committee, has the Company
voluntarily established other types of
functional committees?
V In addition to Remuneration Committee and the
Audit Committee, The Company has not yet
established other functional committees.
Ditto
c. Has the company established a Board
performance assessment method, and
have performance evaluations been
conducted annually?
V The company has formulated the "Performance
Assessment Measures of the Board of
Directors" and, with the approval of the board
of directors on 31 July 2020, the following
aspects shall be decided by the Members of the
Board:
1. Compliance with relevant laws and
regulations (compliance with matters
discussed by the board of directors in
accordance with the law, whether the board
of directors meeting is convened at least once
a quarter, and comply the interests of
directors are avoided)
2. Level of operational involvement in the
company (monitoring and understanding of
the execution of the operating plan,
expression of financial statements, audit
reports and their tracking, assessment of the
independence of accountants, assessment of
risks existing or potential to monitor the
company, communication and interaction
with company management)
Conduct the annual board performance
evaluation by means of internal self-assessment.
The results of the year 2020 performance
appraisal of the Board of Directors of the
Company are in the mid-to-high level, and the
results of the evaluation were reported bythe
None
  • 35 -
Board of Directors on 21 December 2020, and
the above-mentioned evaluation results are also
used as a reference for the payment of
remuneration and the nomination of renewal.
d. Has the company evaluated the
independence of CPAs on a regular
basis?
V The Company’s Accounting Department
annually evaluates the independence and
qualifications of its CPAs. According to the
evaluation of Accounting Department, the
accountants, Mr. Calvin C. Y. Chiang and Ms.
Celia Chen of KPMG, both meet the
requirements of independence of the Company
(Note 1). And KPMG has issued a letter of
declaration of independence (please refer to
section 3.4). The said evaluation report and
the letter of declaration have been submitted to
the Board for approval in the meeting of board
of directors convened on 28 April 2021. (Note
2)
None
(4)Has the company designated a
full-time (or part-time) unit or
personnel to be in charge of
corporate governance affairs
(including, but not limited to,
providing Directors and
Supervisors with information
needed to conduct businesses,
handling matters about Board
of Directors meeting and
Shareholders’ Meeting in
compliance with laws,
handling company registration
and change in the company
registration, document meeting
minutes of Board of Director
meetings and Shareholders’
Meetings)?
V The company passed a board of directors
resolution on March 20, 2020 to assign Chang,
Li-Chao as the head of corporate governance.
Ms. Chang possess over 3 years of experience
in finance and stock transfer agent related The
main responsibilities of head of corporate
governance are to handle matters related to
board of directors and shareholders ’meetings,
producing the minutes of the board of directors
and shareholders' meetings, assisting directors
to take office and continuing education, and
providing the information necessary for
directors to perform business Assist directors to
follow laws and regulations.
The key business operations in 2021 are as
follows:
⚫ Convened 6 board of director and 6 audit
committee to provide board meeting and
audit committee meetings with materials to
each director.
⚫ Responsible for the announcement of major
information on major resolutions on the day
after the board of directors and shareholders'
meeting.
⚫ The AGM held in 1stJuly, 2021.
⚫ The registration of revision article of
company and total capital of the company.
⚫ Evaluate the purchase of "Director and Key
Staff Insurance" of the appropriate amount
of insurance and complete the insurance
coverage, and report the underwriting
content to the board of directors.
⚫ Irregularly provide relevant training
information for directors, reminding them to
complete the relevant hours of training and
completion of the relevant reporting
operations in accordance with the "Key
Points for the Implementation of the
Directors and Supervisors of Listed
Companies".
Trainingrecord : Please refer to Note 3.
None
(5)Has the company established a
communicationchannel for
V The company has established spokesperson and
deputyspokesperson to communicate with
None
- 36 -
interested parties, a company
website dedicated to interested
parties, and appropriately
responded to the main social
responsibility issues which are
critical to the interested
parties?
investors and other interested parties such as
press and media. In addition, the Company
has designated full-time personnel to be in
charge of stock affairs and communication with
other interested parties. The contact
information of the responsible personnel can be
found in the Company’s website.
(6)Has the company
commissioned a professional
stock service agent to handle
matters about shareholders’
meetings?
V The company has commissioned Oriental
Securities Co., Ltd. to assist and handle matters
about shareholders’ meetings.
None
(7)Information disclosure
a. Has the company set up a corporate
website to disclose information on
financial, business and its corporate
governance?
V The Company has established a multi-language
website(www.emctw.com)to disclose
information on financial, business, and
corporate governance. Those information can
also be viewed on the Market Observatory Post
System (MOPS) operated by the Taiwan Stock
Exchange.
None
b. Has the company adopted other
information disclosure channels (i.e.
English website; designated
appropriate personnel to be in charge
of Company information collection
and disclosure, implemented the
spokesperson system, uploaded the
investor conference presentations on
the Company’s website, etc.)?
V The Company has designated appropriate
persons to collect information for public
disclosure. Investor conference and analyst
meeting are held periodically. Those
information are disclosed on the Company
website or the MOPS system operated by the
Taiwan Stock Exchange. The Company also
has established a spokesperson system,
including spokesperson and deputy
spokesperson.
None
c. Has the company announce and file
annual report within 2 months after
the accounting calendar year ends,
and compliance with regulations that
announce and file for first quarter,
second quarter, third quarter and
monthlyrevenue in advanced ?
V The Company has not announced or published
year 2018 result within 2 months after the
accounting calendar years end, however, the
company did announce and publish its first,
second, third quarter and monthly revenue in
advance.
None
(8)Does the company have other
critical information which can
help others to understand the
implementation of corporate
governance (including, but not
limited to, employee welfare,
staff care, investor relations,
vendor relations, interested
parties’ rights, training for
Director, risk management
policies and risk measurement
standard implementation
progress, customer policy
implementation progress, and
the Company’s purchase of
liability insurance for
Directors)?
a. Employee rights and interests, and
staff care
V In compliance with laws and regulations, the
Company has an employee welfare committee
that appropriates welfare funds and manages
various welfare activities for employees. The
Company also provide training courses to
cultivate employee talents and enhance safety
requirements of operations.
The Company complies with all pertinent labor
regulations and the International Bill of Human
Rights,and have established and adjusted
None
- 37 -
internal management systems accordingly. For
instance, we do not, and will not, recruit
children under the age of 15. We ensure that our
recruitment policy does not discriminate based
on gender, ethnicity, age, marital status, and/or
family conditions, and our practices ensure the
equality of salaries, recruitment conditions,
trainings, and career advancement
opportunities. The Company also ensures a
working environment that all employees are
protected from not being bullied, discriminated,
and harassed.
Employees are informed the contact details,
including email, phone number, and mail box,
of the Human Resources Department, which
handles employee grievances. Each case will
be handled bya dedicatedperson.
b. Investor relations, vendors’ relations,
rights of interested parties
V The company has established a spokesperson
system, including spokesperson and deputy
spokesperson, to respond to requests and
opinions from the investing public and
interested parties. The Company also
designates a full-time IR personnel to serve the
needs of professional institutional investors.
Vendors’ relationship is well maintained by the
chief of theprocurement department.
None
c. The purchase of liability insurance for
Directors
V The company has purchased liability insurance
for each Director, and reviewed the insurance
coverage program on annual basis.
None
d. Risk management policies and risk
measurement standard
implementation progress
V The Company has, in compliance with laws and
regulations, formulate internal procedures to
measure and manage risks. The procedures
include “Procedures for Prohibiting Insider
Trading” and “Procedures for Handling
Material Inside Information” to prevent inside
trading. The Audit Office implements the
auditing process on periodical basis, and each
unit is required to perform self-evaluation every
year.
None
e. Customer policy implementation
progress
V The Company has maintained a stable
relationship with customers in accordance with
the internal guidelines. To ensure the
Company will be able to meet the demand of
customers, the Company consistently obtain
better understanding of customers’ situations
and continuouslyimprove theproductquality.
None
f. The trainingrecord of directors V Please refer to Note 3. None
(9)According to the Corporate Governance Evaluation Results published by the Corporate Governance Center of Taiwan
Stock Exchange in the latest year, please describe what sorts of improvements the Company has already made and
what has the higher priority that the Company plans to implement or improve:
Based on the said evaluation results published in 2018, The Company plans to achieve the follows in 2018: 1) The improvement of
information disclosure in the annual report; 2) the improvement of the Company’s website and the information disclosure on the
Company’s website; 3) Cooperating with IR Platform operated with Taiwan Depository and Clearing Corporation (TDCC) to
improve the ESG ratingof the Company.
  • 38 -

Note:1

  1. Criteria to evaluate the independence of CPAs (The following criteria are formulated in accordance with the Article 47 of the Accountant Law and the requirement of “Integrity, Objectivity and Independence” stipulated in the Bulletin No. 10 of the Professional Ethics of CPAs of the Republic of China):
Accreditation of Accountants Independence Assessment Form Compliance with
independence
Compliance with
independence
Yes No
a.
The CPAs have voluntarily terminated their services and transferred to other qualified ones in
compliance with relevant regulations in past seven years until the latest audit/review of financial
statements
V
b.
Not havinga material financial interest in the audit client.
V
c.
Avoid havingan inappropriate relationshipwith the audit client.
V
d.
The CPA firm shall ensure its employees follow the requirement of “Integrity, Objectivity, and
Independence”.
V
e.
The CPA shall not audit and/or review the financial statements of an organization by which he or
she has been employed and not separated with the organization for less than twoyears.
V
f.
The CPA shall notpermit others topractice under his or her name.
V
g.
The CPA does not hold stakes in the Companyor the affiliated entities of the Company.
V
h.
The CPA shall not borrow from or lend to the Companyor the affiliated entities of the Company.
V
i.
The CPA shall not cooperate with the Company or the affiliated entities of the Company to
invest in the same business or make profit-sharing arrangement with the Company or the
affiliated entities of the Company.
V
j.
The CPA shall not be concurrently employed by the Company or the affiliated entities of the
Companyto conduct routine business and receive a consistent salary.
V
k.
The CPA shall not be involved in the management decision making of the Company or the
affiliated entities of the Company.
V
l.
The CPA shall not engage in the conduct that couldjeopardize the independence.
V
m.
The CPA is not the spouse, a lineal consanguinity, a direct affinity, or a collateral consanguinity
within two degree of kinshipof the management team of the Company.
V
n.
The CPA shall not receive anycommission related to thepracticeperformed.
V
o.
Matters could compromise or jeopardize the independence of the CPA were not found until the
date the annual reportpublished.
V
  • 39 -

Note:2

To: Elite Material Co., Ltd.

The Declaration of Independence by the Audit Engagement Team of KPMG

The Audit Engagement Team (hereinafter referred as “the Team”) of KPMG, engaged in reviewing and auditing the Year 2021 financial statements of Elite Material Co., Ltd. declares that the Team has complied with the Bulletin of Norm of Professional Ethics for Certified Public Accountant of the Republic of China No.10 (the “Bulletin”).

The considerations on independence matters and the safeguards to be applied of KPMG includes, but not limited to, policies and procedures that regulate the independence of members of the Team (financial interests, loans and guarantees, employment with an audit client, etc.), business relationships with an audit client, the job rotation of CPAs, and nonassurance services. The important policies and procedures are elaborated further as follows:

  1. Important regulations of independence:

  2. 1.1. KPMG, employees of KPMG, and other persons prescribed in the Bulletin (including employees of any affiliate and network firm) must always maintain independence with clients.

  3. 1.2. All members mentioned in the preceding paragraph are prohibited from engaging in, directly or indirectly, inside trading, misuse of inside information, and activities likely to cause misleading behavior in the security and capital markets. Meanwhile, KPMG will obtain the Declaration of Independence from each person mentioned hereinto.

  4. 1.3. Should the same accountant in charge, accountants, review accountants and accountants in charge of subsidiaries of an audit client have provided TWSE & OTC listed companies with audited engagement services for a period which has reached the limit of the Bulletin or laws, the positions of the aforesaid persons shall be rotated.

  5. 1.4. KPMG and the Team should identify and evaluate the materiality of the effect on independence, and adopt appropriate measure to eliminate the effect, or reduce the effect to an acceptable level. When necessary, the engagement with the audit client shall be terminated.

  6. The compliance and monitor of independence policy

  7. 2.1. KPMG monitors if each employee and relevant member has filed Declaration of Independence each year via a computerized system.

  8. 2.2. KPMG will periodically audit the compliance result of each employee and relevant member on a random basis. Also, personal investment will be reviewed via an electronic investment declaration system to examine if any person with a title higher than vice manager (inclusive) has filed the changes of the investment he/she holds.

  9. 2.3. KPMG will periodically monitor and audit the job rotation of accountants, including the period that the audited engagement service provided and the appropriateness of non-assurance services.

  10. 2.4. Should a violation of the independence policy occurs, those who involved (including partners) will be brought to the Committee of Risk and Independence, and proper punishment will be taken by The Committee according to the severity of the violation.

Accountant in charge: Yi-Chun Chen Accountant : Calvin Y.C. Chiang

  • 40 -

Note 3: Training for Directors and Independent Directors

Title Name Study Date Sponsoring
Organization
Name of the Course Study
Hours
Chairman Dong, Ding-Yu 14 April 21 Independent
Directors
Association,
Taiwan
M&A strategies and corporate transformation
methods for board of directors.
3
28 April 21 Taiwan
Corporate
Governance
Association
Accelerators of corporate sustainability –
CSR, ESG and SDGs
3
7 May 21 Independent
Directors
Association,
Taiwan
From the chairman’s point of view to in-depth
analyze the substantive significance of the
financial report
3
28 July 21 Taiwan
Corporate
Governance
Association
How to balance the intelligent, security and
risks of enterprise to create a 3-wins situation
during digital transformation
3
8 Sep21 Taiwan
Academy of
Banking and
Finance
Corporate Governance Lecture Hall -
Enterprise Digital Transformation
3
30 Sep 21 Independent
Directors
Association,
Taiwan
Board Practice Cases - simulation 3
10 Nov 21 Taiwan
Academy of
Banking and
Finance
Corporate Governance Lecture Hall - The
cognitive framework for the geopolitical
effects of the United States, China and Taiwan
under the global confrontation between China
and the United States
3
Total 21
Director Tsai, Fei-Liang 28 April 21 Taiwan
Corporate
Governance
Association
Accelerators of corporate sustainability –
CSR, ESG and SDGs
3
28 July 21 Taiwan
Corporate
Governance
Association
How to balance the intelligent, security and
risks of enterprise to create a 3-wins situation
during digital transformation
3
Total 6
Director Hsieh, Mon-Chang 28 April 21 Taiwan
Corporate
Governance
Association
Accelerators of corporate sustainability –
CSR, ESG and SDGs
3
28 July 21 Taiwan
Corporate
Governance
Association
How to balance the intelligent, security and
risks of enterprise to create a 3-wins situation
during digital transformation
3
Total 6
Director Li, Wen-Shiung 28 April 21 Taiwan
Corporate
Governance
Association
Accelerators of corporate sustainability –
CSR, ESG and SDGs
3
28 July 21 Taiwan
Corporate
Governance
Association
How to balance the intelligent, security and
risks of enterprise to create a 3-wins situation
during digital transformation
3
Total 6
  • 41 -
Independent
Director
Cheng, Bing 28 April 21 Taiwan
Corporate
Governance
Association
Accelerators of corporate sustainability –
CSR, ESG and SDGs
3
28 July 21 Taiwan
Corporate
Governance
Association
How to balance the intelligent, security and
risks of enterprise to create a 3-wins situation
during digital transformation
3
Total 6
Independent
Director
Cheng, Duen-
Chian
28 April 21 Taiwan
Corporate
Governance
Association
Accelerators of corporate sustainability –
CSR, ESG and SDGs
3
28 July 21 How to balance the intelligent, security and
risks of enterprise to create a 3-wins situation
duringdigital transformation
3
Total 6
Independent
Director
Tsai, Rong-Dong 28 April 21 Taiwan
Corporate
Governance
Association
Accelerators of corporate sustainability –
CSR, ESG and SDGs
3
28 July 21 Taiwan
Corporate
Governance
Association
How to balance the intelligent, security and
risks of enterprise to create a 3-wins situation
during digital transformation
3
19 August 21 Taiwan
Insurance
Institute
Integrity management and prevention of
money laundering
3
Total 9
Head of
Corporate
Governance
Chang, Li-Chio 28 April 21 Taiwan
Corporate
Governance
Association
Accelerators of corporate sustainability – CSR,
ESG and SDGs
3
14 July 21 Securities and
futures
institute
Discussion on the Remuneration of Employees
and Directors - Starting with the Amendment to
Article 14 of the Securities and Exchange Act
3
28 July 21 Taiwan
Corporate
Governance
Association
How to balance the intelligent, security and
risks of enterprise to create a 3-wins situation
during digital transformation
3
6 August 21 Securities and
futures
institute
Analysis and decision-making application of
corporate financial information
3
2 November 21 Taiwan
Corporate
Governance
Association
Directors and supervisors should understand
the law of commercial matters and the trend of
court trials
3
Total 15
  • 42 -

4.4 Remuneration Committee

4.4.1 Information of Remuneration Committee Members

Condition
Identity
Name
Condition
Identity
Name

Professional
qualification
Curriculum Vitae Independence
situations
(Meet the criteria
of Note 1)

The number of
independent
directors of the
other public
offering
company
Independent
Director
(Commissioner)

Tsai, Rong
Dong

Have the work
experience in
business, legal,
finance, accounting
or corporate business

President, Ta Chong Bank
President, Taishin
International Bank/Corporate
Finance Business Group of
Taishin International Bank
Executive Vice President,
Deutsche Bank Taipei
Branch / Director, Corporate
Finance Department,
Deutsche Bank Taipei
Branch
Senior Executive Vice
President, UBS AG Taipei
Branch / Director, Corporate
Finance Department, UBS
1)(2)(3
4)(5)(6
7)(8)(9
10)(11
12
2
Independent
Director
Shen, Bing
Have the work
experience in
business, legal,
finance, accounting
or corporate business

Chief Investment Officer,
International Bank
Corporation
Executive Director, Morgan
Stanley & Co.
Vice President, China
Development Industrial Bank
President, CDIB Partners
Investment Holding
Corporation

1)(2)(3
4)(5)(6
7)(8)(9
10)(11
12
2
Independent
Director
Cheng,
Duen-
Chian
Have the work
experience in
business, legal,
finance, accounting
or corporate business

President, UMC Capital
Corporation
Managing Director, Union
Investment Management
Consulting Co, Ltd.
Executive Director/President
of Taiwan Branch, Morgan
Stanley Asia Limited
Executive Director, Goldman
SachsAsiaL.L.C.
1)(2)(3
4)(5)(6
7)(8)(9
10)(11
12
3

Note 1 : Each director meets the following conditions in the two years prior to the election and during his or her term of office.

  • 1 An employee who is not employed by the company or its affiliates.

  • 2 Directors or supervisors who are served as the position of the same company or affiliated enterprises (except where the company and its parent company, subsidiaries or subsidiaries of the same parent company are established as independent directors in accordance with this Act or local national decrees).

  • 3 A natural person shareholder who is not a natural person who holds more than 1% of the total number of issued shares of the company or holds in the name of others or the top 10 shareholders.

  • 4 The spouse, second degree or third degree relatives of managers not listed in (1) or (2) or (3) listed persons.

  • 5 A director, supervisor or employee who does not directly hold more than 5% of the total number of issued shares of the company, the top five shareholders or the legal person shareholders designated as directors or

  • 43 -

supervisors of the company in accordance with article 27, paragraphs 1 or 2 of the company Act (except where the company and its parent company, subsidiaries or subsidiaries of the same parent company are established by this law or local laws and regulations).

  • 6 More than half of the shares that are not seated or have voting rights in the directors of the company shall be directors, supervisors or employees of other companies controlled by the same person (except where they are independent directors of the company or its parent, subsidiary or subsidiary of the same parent company established in accordance with this Act or local national decrees).

  • 7 Directors, supervisors or employees of other companies or institutions that are not the same person as the chairman, president or equivalent of the company or spouse (except where the company and its parent company, subsidiaries or subsidiaries of the same parent company are established as independent directors in accordance with this Law or local national laws).

  • 8 Directors, supervisors, president or shareholders holding more than 5% of the shares of a particular company or institution that do not have financial or business dealings with the company (unless a particular company or institution holds more than 20% of the total number of issued shares of the company, not more than 50%, and is an independent director of the company and its parent company, subsidiaries or subsidiaries of the same parent company in accordance with this Law or local national laws).

  • 9 Professionals, sole proprietors, partners, directors, supervisors, managers and their spouses who do not provide audits for the company or related enterprises or have obtained remuneration in the past two years in the past two years in a commercial, legal, financial, accounting and other related services of NT$500,000. However, this does not apply to members of the Remuneration Committee, the Public Takeover Review Committee or the Special Committee on Mergers and Acquisitions who perform their functions under the Securities and Exchange Act or the relevant laws and regulations of the Mergers and Acquisitions Act.

  • 10 There is no family relationship with other directors within the scope of a spouse or second-degree relatives.

  • 11 There is no circumstance under the paragraphs of article 30 of the company act.

  • 12 There is no any elected directors who is on behalf of a government, a legal person or its representative under the article 27 of company act.

  • 44 -

4.4.2 Executive Status of Remuneration Committee

  • A. The number of committee members of the company is three.

  • B. The tenure of current Remuneration Committee is from 10 June 2019 to 9 June 2022.

  • C. The Remuneration Committee held two times in 2021, and the attendance status of members in most recent year is disclosed as follows:

Title Name Attendance in
Person
By Proxy Attendance Rate Remarks
Independent
Director,
Commissioner
Tsai, Rong-Dong 2 0 100%
Independent
Director
Shen, Bing 2 0 100%
Independent
Director
Cheng, Duen-Chian 2 0 100%
Other required disclosure:
(1) Should Board of Directors reject or amend the proposal of Remuneration Committee, the dates and sessions of
the said board meetings, the contents of the said resolutions, opinions of the Remuneration Committee, and
measures the Company had in responding to such opinions shall be specified (for instance, the Board of Directors
resolved a remuneration package that is better than the proposed remuneration by the Committee, the difference
and reasons shall be specified): None
(2) Should any resolution on which the member of Remuneration Committee have a dissenting or qualified opinion
occur and such opinion be recorded or be expressed by writing notice, the dates and sessions of the said
Remuneration Committee meetings, the contents of the said resolutions, opinions of the Remuneration
Committee members,and measures the Companyhad in respondingto such opinions shall be specified: None
  • D. Resolutions resolved by the Remuneration Committee in year 2021:
Proposals Resolutions Measures the Company had
The 4th meeting of
the 4th term dated as
25 Feb 2021
1. To approve the planned
remuneration of Directors and
compensation of employees
for year 2021.
2. To approve the distribution of
remuneration of Directors and
compensation of employees
for year 2020.
Resolved. All
members vote For all
proposals.
The resolution was submitted
to the Board of Directors
Meeting and obtain approval
from the Board.
The 5th meeting of
the 4th term dated as
27 Oct 2021
1. Discussion of the Year 2022
working plan for the
remuneration committee.
Resolved. All
members vote For the
proposal.
The resolution was submitted
to the Board of Directors
Meeting and obtain approval
from the Board.
  • 4.4.2 Information on the members of the Nomination Committee and information on their operations: Not applicable

  • 45 -

4.5 Circumstances and reasons for the implementation of sustainable development promotion and the differences with the code of practice for sustainable development of listed companies

ompanies
Item Execution status Differences and
reasons for the code
of practice for
sustainable
development with
listed companies
Yes No Summary
(1) Has the company established a
governance framework to promote
sustainable development, and set up a
full-time (part-time) unit to promote
sustainable development, which is
handled by senior management
authorized by the board of directors, and
the board of directors supervises the
situation?
V In order to fulfill corporate social responsibility
and implement the sustainable management
philosophy, the Board of Directors has adopted
the Code of Practice for Corporate Social
Responsibility, and since 2020, it has established
a Corporate Social Responsibility Committee
(CSR Committee) to implement corporate social
responsibility and carry out specific plans for
sustainable management. The CSR Committee
has four working groups, including the Corporate
Governance/Economics Group, the Supply
Chain/Green Products Group, the Employee
Care/Social Participation Group, and the
Sustainable Environment Group, and the
members of each group are composed of the
heads of relevant units and departments or their
representatives, who are responsible for the
collection, planning, evaluation and
implementation of information on various topics.
The Corporate Social Responsibility Committee
is responsible for formulating and reviewing
corporate social responsibility policies, systems
and management guidelines. The Chairman of the
Board of Directors is the highest level of the
Committee and authorizes the Head of Corporate
Governance to promote and implement corporate
governance and corporate social responsibility in
accordance with the relevant management
measures, and submits it to the Board of
Directors.
None
(2)Has the company established a
governance framework to promote
sustainable development, and set up
a full-time (part-time) unit to
promote sustainable development,
which is handled by senior
management authorized by the board
of directors, and the board of
directors supervises the situation?
V In response to changes in the global economic
environment and perpetual risks, the Company
identifies and grasps the relevant risks that may
affect the sustainable development of enterprises
according to the three major aspects of the
economy (including corporate governance),
environment and society, and minimizes possible
risks through relevant management strategies and
countermeasures such as risk transfer, reduction
and avoidance, and even transforms them into
operational opportunities.
The company's risk management policy is to
define all kinds of risks in accordance with the
company's overall operating policy, establish a
risk management mechanism of early
identification, accurate measurement, effective
supervision and strict control, prevent possible
losses within the scope of bearable risks,
continuously adjust and improve the best risk
management practices according to changes in
the internal and external environment, in order to
protect the interests of employees,shareholders,
None
  • 46 -
partners and customers, increase the value of the
company, and achieve the optimization principle
of the company's resource allocation.
(3) Environmental Issues
A.
Has the Company established an
appropriate environmental
management system according to
its industrycharacteristics?
V In compliance with the environmental protection
regulations, the Company has dedicated units
responsible for prevention of water and air
pollutions. The waste of the factories is
disposed properly by qualified organizations.
None
B.
Is the company committed to
improving energy efficiency and
using recycled materials that have
a low impact on the environment?
V Since establishment, the Company has committed
to promote sustainability management. The
Company has received qualifications of ISO
14001. The waste of the production process is
classified, and the materials can be recycled and
reused are properly stored and consumed again
internally. The remaining waste is properly
disposed by the organization qualified by the
Environmental Protection Administration,
Executive Yuan.
None
C. Has the company paid attention to the
impact from climate changes on its
business operations, carried out
assessments on greenhouse gases, and
set up corporate strategies to save
energy and to reduce the emission of
carbon and greenhouse gas?
V The Company also organizes employee training
program to promote the environmental awareness
and the Company’s environmental policy.
For potential risks and opportunities for the
Company today and in the future, please refer to
the Company's Annual Corporate Social
ResponsibilityReport.
None
D. Does the company count greenhouse
gas emissions, water consumption
and total waste weight over the past
two years and establish policies for
greenhouse gas reduction, water use
reduction or other waste
management?
V The company Taoyuan and Hsinchu facility are
gradually using natural gas to replace heavily oil,
completed ISO14064 greenhouse gas inventory
and third-party verification in 2021. The
company has established a baseline for
greenhouse gas emissions, and set annual carbon
reduction targets to continuously promote
emission reductions.
The total greenhouse emission in 2020, 2021
figure is as the following
Total greenhouse gas emissions (tons)
2020
42,126.707
2021
41,434.990
CO2 equivalent (tons)
Total waste (kg)
Category 1 emission equivalent
2020
15,855.151
2021
15,679.430
CO2 equivalent (tons)
Total waste (kg)
Category II emission equivalent
2020
26,271.556
2021
25,755.560
Total water consumption (tons)
2020
288,648
2021
278,793
Total waste (kg)
2020
2,841,464
2021
3,270,833
The company is pursuing energy saving to push
the reduction of carbon, thus, aggressively push
all sorts of energy saving plans.
The companyalso organizes employee training
None
  • 47 -
program to promote the environmental awareness
and the company’s environmental policy. The
office temperature is set at 27 – 28 degree
Celsius, saving the energy consumed by air
conditioners. The lighting of office is using
LED light bulbs. Elevators and display panels
of bulletin boards, which are not relevant to
production process, are turned off after working
hours.
(4) Social Issues
A. Has the Company set up
management policies and procedures
according to related laws and regulations
as well as the International Bill of
Human Rights?
V As a global corporate citizen, the Responsible
Business Alliance (RBA), social responsibility
standards (Social Accountability 8000, SA 8000)
and internationally recognized human rights
norms include the United Nations Universal
Declaration of Human Rights, the International
Labour Organization ( International Labour
Organization), United Nations Guiding Principles
on Business and Human Rights.
And in accordance with the above-mentioned
guidelines and local laws and regulations where
the operation is located, develop the basis of
labor standards and establish the Code of
Conduct for Labor and Ethical Management, the
Corporate Social and Environmental
Responsibility Policy Statement, and the
Corporate Social Responsibility Code of Practice
as guidelines for the practice of corporate social
responsibility. The use of child labour is
expressly prohibited, child labour under the legal
minimum age is ensured, the physical and mental
health and safety of underage employees are
ensured, and hazardous work is prohibited.
Companies also promote freedom of
employment, and all work is voluntary. Violations
of Taiwan's photovoltaic human rights policy,
such as non-slavery and human trafficking, will
occur in 2021.
None
B. Has the Company established
employee grievance mechanisms and
channels, and handled these
grievances properly?
V Employees are informed the contact details,
including email, phone number, and mail box, of
the Human Resources Department, which handles
employee grievances. Each case will be
handled bya dedicatedpersonnel.
None
C.. Has the Company offered a safe and
healthy work environment and
routinely offered employees with
safety and health education training?
V The company has a planned implementation of
environmental measurement and equipment
maintenance, and built an ESH environmental
safety and health management system, with
environmental safety and health as the goal to
implement ISO45001 (certification date:
2021/8/5, expiration date: 2021/9/5 ~ 2024/9/4)
and ISO14001 (certification date: 2021/8/5,
effective date: 2021/9/5 ~ 2024/9/4) two sets of
management systems.
New employees are fully trained before work,
and the work site is mostly supervised by the
supervisor to ensure the safety of the workplace.
To maintain the health of employees, the
Company routinely collaborates with hospitals to
provide health checkups for its employees.
Depending on the conditions of the working
place, special health checkups will also be
offered to certain workers.
The Company has formulated “Procedures for
Ensuring the Safety of Working Place and Health
of Employees” to prevent workplace hazards and
ensure the heath of each employees.
None
  • 48 -
D. Has the Company established
employee grievance mechanisms and
channels, and handled these
grievances properly?
V Employees are informed the contact details,
including email, phone number, and mail box, of
the Human Resources Department, which handles
employee grievances. Each case will be
handled bya dedicatedpersonnel.
None
E. Prior to conducting business with
suppliers, has the Company evaluated
if such suppliers have had records
where they made an impact on the
environment and on society at large?
V Prior to conducting business with suppliers, the
Company will obtain “Supplier CSR
Commitment Declaration”. The legality, code
of ethical management, and records of unethical
behavior, if there is any, are used as a reference in
the supplier selectionprocess.
None
F. Do the Company's contracts with its
primary suppliers contain any
immediate termination or cancellation
clauses when suppliers violate their
corporate social responsibility
policies, and pose a significant
impact on the environment and
society?
V Prior to signing contracts with suppliers, the
Company will audit the records of suppliers with
their compliance with laws, regulations, and code
of conducts in the relevant industries. With
respect to the construction contracts, the
Company will make sure the turnkey provider
obey relevant laws, purchase insurance coverage
for construction workers. Above all, bribery is
absolutely prohibited and that is written in
contracts with suppliers. The Company has
made every possible efforts to encourage
suppliers and vendors to undertake corporate
social responsibility.
None
(5) Has the company adopted
international standard code or
guideline of perpetual statement to
prepare CSR report to disclose
non-financial data? Whether fore-
mentioned report acquired third
part assertion or guarantee
opinion?
V In accordance with core options (Core) of the
Sustainable Reporting Guidelines (GRI
Standards) issued by the Global Sustainability
Standards Council, the Company has
commissioned the Taiwan branch of the British
Standards Institute (bsi) to verify the contents of
the report on the basis of the AA1000 AS (2008)
Type 1 Medium Assurance Level and the Core
GRI Standards Core Option (Core) to enhance
correctness and credibility.
None
(6) If the company has set up the principles based on "Corporate Social Responsibility Best-Practice Principles for
TWSE/GTSM Listed Companies", please illustrate the implementation progress and any difference:The
Company has formulated a Code of Practice on Corporate Social Responsibility, and there is no material difference between the
actual operatingconditions and the Code of Practice on Corporate Social Responsibilityof Listed Companies.
(7) Other important information that will help to promote the implementation of sustainable development
(a)
Environmental protection: Comply with relevant environmental laws and regulations, including, but not limited to, Waste
Disposal Act, Water Pollution Control Measures and Test Reporting Management Regulations, and Air Pollution Control Act.
(b) Community welfare, social services, and social welfare: The Company contributes to society through participation in
activities of environmental protection, art & culture, and education. The Company also routinely makes monetary donation to
non-profit organization supporting the minority group.
(c)
Rights and interests of consumers: Understanding customers’ demand and promptly respond to customers’ requests, in order
to enhance the competitiveness of the Company.
(d) Human rights: The Company ensures that its recruitment and human resource policy do not discriminate based on gender,
ethnicity, age, marital status, and/or family conditions, and our practices ensure the equality of salaries, recruitment conditions,
trainings, and career advancement opportunities for each employee. All employees are protected from not being
discriminated, harassed, and bullied.
(e)
Safety and Health: The Company complies with laws and regulations to ensure the safety of labor in the work place and the
health of each employee. The Companyalso adopts the EHSphilosophyand management system.
  • 49 -

4.6 Implementation of Code of Business Conduct

Item ImplementationStatus Deviations from
“Ethical Corporate
Management Best-
Practice Principles
for TWSE/GTSM
listed Companies”
and explanations
Yes No Summary
(1) Establishment of Business
Conduct Policy and Plans
a. Does the Company demonstrate
business conduct policy and practice
in the corporate guidelines and
external documents? Have the Board
of Directors and management
committed to actively implement
such policy?
V The Company has established “Code of Ethics”
& “Best Practice Principles of Ethical Corporate
Management”. All employees are required
and trained to comply with our “Code of
Ethics” & “Best Practice Principles of Ethical
Corporate Management” throughout daily
operations. In order to promote awareness, the
policies are available for access through
channels such as intranet, company website, and
various meetings, etc.
The purpose of the Principles said in the
preceding paragraph is to cultivate an enterprise
culture for the Company to ensure all
businesses conducted with sincerity and
integrity, preventing any misconduct while
conducting business.
The Company Directors, managers, employees,
and mandatories are prohibited from, directly or
indirectly, offering, promising to offer,
requesting, or receiving improper benefits of
any sort when conducting business with
counterparties. Obtaining or sustaining benefits
by conducting business without sincerity and
integrity, in any illegal way, or in breach of
fiduciarydutyis alsoprohibited.
None
b. Has the Company established and
implemented an unethical conduct
prevention plan, which stipulates
operational processes, provides
guidelines for conduct, discipline for
violations of rules, and an appeal
system in each case?
V
c. Has the Company taken any
precautionary measures to prevent
corruption or high-risk illegal
business activities, based on
Paragraph 2 in Article 7 of the
“Ethical Corporate Management Best
Practice Principles for TWSE/GTSM-
Listed Companies”?
V The internal control system and the internal
ratification system of the Company have
included measures to prevent conducting
business without sincerity and integrity, and that
shall also be able to prevent corruption or high-
risk illegal business activities.
None
(2) Implementation of the Code
of Business Conduct
a. Does the Company evaluate the
ethical conduct records of its
counterparties and specify “Ethical
clauses” in business contracts?
V Prior to engaging in a commercial transaction,
the Company will take into consideration the
legitimacy and legality of the counterparty such
as agents, vendors, customers, and other
entities, and their misconduct record, if any.
The Company shall avoid engaging in business
with counterparty with any record of
misconducts. The Company will also make
sure the counterparty will not, directly or
indirectly, offer, promise to offer, request, or
accept any improper benefits, including, but not
limited to, bribery, kickbacks, commissions, and
grease payments.
When entering into material contracts with
counterparties, the Company will include
provisions in such contracts demandingthe
None
- 50 -
compliance of ethical corporate management
policy.
b. Has the Company established
dedicated units under the supervision
of the Board of Directors to promote
corporate ethical management and
which regularly report to the Board
on their implementation status?
V The Human Resources Department of the
Company is dedicated to set up the Principles
said in this table, and to be in charge of the
amendments, explanations, enforcement, and
providing counseling services and other
relevant matters. The implement status will be
documented and submitted to the Board of
Directors.
None
c. Does the Company promulgate
policies to prevent conflicts of
interests and offer appropriate
channels for reporting conflicts of
benefits?
V The Company periodically organizes training
programs for Company Directors, managers,
and employees, so that the said Principles can
be fully understood.
For any violation of the Principles being found,
each member of the Company is urged to
proactively report to the Audit Committee, the
management, head of internal audit, Human
Resources Department, and other appropriate
authorized managers, and to provide
information, as comprehensive as possible, to
allow the Companyto take appropriate actions.
None
d. Does the Company establish an
effective operation of the accounting
and internal control systems, and
periodically conduct internal audits
byinternal auditors,or audit byCPA?
V The accounting system, the internal control
system of the Company, and their
implementation status are audited by the
internal Audit Office.
None
e. Does the Company periodically
conduct internal and external training
on ethical management?
V From time to time, the Company organizes
training programs, or via many sorts of
meetings, to promote compliance with ethical
and integrity standards.
The total hours of training courses, including
internally designed and externally offered,
reached 18,078 hours, and each employee on
the average attended relevant programs of 17.27
hours in year 2021. The aforesaid courses
include “Compliance with Ethical Business
Conduct Regulations”, “Corporate Social
Responsibility and Employees’ Code of
Conduct”, “Maternity Protection in Working
Place”, and “Hazard Communication
Education”.
None
(3) Establishment of Reporting
Channels for Violations of
the Code Of Business
Conduct
a. Has the company established a
specific complaints and rewards
system through convenient channels
for lodging complaints? And does the
Company assign dedicated personnel
to attend to the matter?
V For any violation of the Principles being found,
each member of the Company is urged to
proactively report to the Audit Committee, the
management, head of internal audit, Human
None
  • 51 -
b. Has the company established standard
operating procedures, follow-up
measures to be taken after the
completion of the investigation and
handling complaints in a confidential
manner?
V Resources Department, and other appropriate
authorized managers, and to provide
information, as comprehensive as possible, to
allow the Company to take appropriate actions.
The Company ensures that the whistle- blower’s
identity and the contents of the complaint are
kept confidential in order to protect the whistle-
blower from retaliation for having filed the
complaint. There are also measures are in
place to conduct independent investigation into
the alleged misconduct.
c. Does the company adopt measures to
protect whistle- blowers from
reprisals for having filed the
complaint report?
V
(4) Improvements in
Information Disclosure
Does the Company disclose the
principle and the practice of business
conduct related information on the
corporate website and MOPS website
operated by the Taiwan Stock
Exchange?
V The Company has set up the “Code of Business
Conduct” and “Ethical Corporate Management
Best-Practice Principles for EMC”, and both
Principles has been disclosed on the Company
website and the MOPS website operated by the
Taiwan Stock Exchange.
None
(5) If the Company has established its own guidelines for the “Code of Business Conduct” according to Ethical
Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies, please state the
discrepancies (if any) between actual operation and policy:
There is no material discrepancies between actual operation and thepolicy.
(6) Other important information revealing the Company’s ethical operations:
For the review of the current policy and continual improvement at the ethical corporate management, the Company is paying close
attention to anyfurther development at the best-practiceprinciples for ethical corporate management.
  • (6) Other important information revealing the Company’s ethical operations:

For the review of the current policy and continual improvement at the ethical corporate management, the Company is paying close attention to any further development at the best-practice principles for ethical corporate management.

4.7 Methods for searching the rules and relevant regulations of corporate governance:

The rules and relevant regulations of Corporate Governance can be viewed and downloaded at the Company’s website: www.emctw.com, or the Market Operation Observe System (MOPS) by the Taiwan Stock Exchange: http://mops.twse.com.tw/

  • 4.8 Other important information that would facilitate better understanding of the Company’s status in implementing corporate governance:

Please refer to page 28 to page 34 of the Annual Book.

  • 52 -

4.9.1 Internal control report

4.9 Internal Control System execution status

==> picture [436 x 501] intentionally omitted <==

  • 53 -

  • 4.10 The investigative report of Entrusting CPA to examine the internal control system: None

  • 4.11 In recent years until the annual report being published, violation of internal control policies by employees: None

  • 4.12 In recent years until the annual report being published, major resolutions of shareholders’ meeting and board meetings:

4.12.1 Shareholders’ Meeting

Date Resolutions and executions of Shareholders’ Meeting
2021 Annual
General
Shareholders’
Meeting
1 July 2021 1. To accept the Year 2020 business report and financial statements
2. To approve the proposal for distribution of 2020 profits
The ex-dividend date was set at 3rd September 2021, and the dividend was paid at 24th
September, 2021. (Cash dividend NTD 7.0 per share.)
3. To approve the proposal of revision of the article of incorporation of the company.
On July 19, 2021, completed the registration of the amendment required by the ministry of
economic affairs and announced it on the company's website.
4. To approve the proposal of Overview of “Procedures of Acquisition and Disposition of
Assets of Elite Material Co., Ltd.”
It was announced on the company's website on July 1, 2021 and is handled in accordance
with the post-repaired procedures.
5. To approve the proposal of lending to one and another of the company.
It was announced on the Company's website on July 1, 2021 and is handled in accordance
with the post-repaired procedures.
6. To approve the proposal of election of the 12th Directors of the Company
It was announced on the Company's website on July 1, 2021 and is handled in
accordance with thepost-repairedprocedures.

4.12.2 Board Meetings

Term Date Important Resolutions
The 11th Board
Meeting of the
11th term
25 Feb 2021 1.
Approved the proposal of Procedures of lending to one another and the
method of election of the directors of the company.
2.
Approved the proposal of increase endorsement of the company.
3.
Approved the Year 2020 Declaration of Internal Control System.
4.
Approved the proposal of additional increase capital expenditure of KY
site.
5.
Approved the proposal of group budge and revision of capital expenditure
of the company.
6.
Accepted the proposal submitted by the Remuneration Committee about
the directors' remuneration and managers' compensation of Year 2021.
7.
Approved the proposal of Year 2020 directors' remuneration and
employees' compensation.
8.
Approved the Year 2020 business report and financial statements.
9.
Approved the proposal of distribution of Year 2020 profits.
10. Approved the proposal of convening the Year 2021 annual general
shareholders' meeting.
  • 54 -
The 12th Board
Meeting of the
11th term
28 Apr 2021 1.
Approved the proposal of endorsement among affiliates.
2.
Approved the proposal of decreasing the amount of endorsement between
parent and affiliate company.
3.
Approved the proposal of increase short-term credit line of the company.
4.
Approved proposal of lending to one another of the company.
5.
Approved the proposal of revision of Procedures of Acquisition and
Disposition of Assets of the company
The 13th Board
Meeting of the
11th term
28 May 2021 1.
Approved the postpone of annual general meeting of year 2021.
2.
Approved the proposal of increase of capital expenditure of EMC (HS).
3.
Approved theproposal of 1st unsecured ECB issuance.
The 14th
Board Meeting
of the 11th term
28 Jul 2021 1.
Approved the appointment of president.
2.
Approved the proposal of decreasing endorsement among affiliates.
3.
Approved the proposal of increasing the short-term credit line of the
company.
4.
Approved the proposal of code of internal authorization of the company.
5.
Approved theproposal of Taoyuan site’s capital expenditure.
The 15th Board
Meeting of the
11th term
27 Oct 2021 1.
Approved the proposal of indirect investment structure of the company.
2.
Approved the proposal of increase capital expenditure of OEM business
unit of the company.
3.
Approved the proposal of increase capital expenditure of KY site of the
company.
4.
Approved theproposal of capital expenditure of EMC(KS)of the company.
The 16th Board
Meeting of the
11th term
21 Dec 2021 1.
Approved the review of the CPA audit fee for Year 2021.
2.
Approved the Year 2022 plan of auditing of Elite Material Co., Ltd.
3.
Approved the proposal of Year 2022 remuneration committee’s business
plans.
4.
Approved the proposal of revision of Articles of Incorporation, Method of
internal control assessment procedures, operation procedure of monitoring
affiliate, procedure of stamp management.
5.
Approved the proposal of group budge and capital expenditure of year
2022.
6.
Approved theproposal of 5th unsecure domestic CB issuance.
The 17th Board
Meeting of the
11th term
23 Feb 2022 1.
Approved the Year 2021 Declaration of Internal Control System.
2.
Approved the revision of Procedures of Acquisition and Disposition of
Assets of Elite Material Co., Ltd.”
3.
Approved the fund raising of the affiliates of the company.
4.
Accepted the proposal submitted by the Remuneration Committee about
the directors' remuneration and managers' compensation of Year 2022.
5.
Approved the proposal of Year 2021 directors' remuneration and
employees' compensation.
6.
Approved the Year 2021 business report and financial statements.
7.
Approved the proposal of distribution of Year 2021 profits.
8.
Approved the 12th election of the directors of the company
9.
Approved the proposal of convening of the year 2022 annual general
meetings related affairs.
The 18th Board
Meeting of the
11th term
15
Apr 2022
1.
Approved the proposal of the article of incorporation and meeting rules of
the shareholders of the company.
2.
Approved the proposal of convening the year 2022 annual general
shareholders' meeting
3.
Approved the capital expenditure of the company.
4.
Approved the proposal of the nomination of directors (including
independent directors) by more than 1% of shareholders.
5.
Approved theproposal of exempt of non-compete against directors.
The 19th Board
Meeting of the
11th term
27 Apr 2022 1.
Approved the proposal of increase of short -term credit line of the
company.
2.
Approved the proposal of increase the amount of capital expenditure of KY
site.
3.
Approved the changes of accountant,the independence and competence
- 55 -

assessment of the CPAs . 4. Approved the year 1Q22 annual financial report.

  • 4.13 In recent years until the annual report being published, dissenting comments on major BOD resolutions from Directors and Independent Directors: None

  • 4.14 In recent years until the annual report being published, resignation or dismissal of Chairman, President, Director of Accounting Department, Director of Financial Department, Chief Internal Auditing Officer, and Head of Research and Development Department: None

  • 56 -

5. Audit Fees

5.1 Information of Audit Fees

Unit: NT$ thousands Unit: NT$ thousands
Accounting Firm Name of CPA Audit Period Audit Fee Non-Audit Fee Total Note
KPMG Chen, Yi-Chun
Chiang, Calvin
1 Jan 21 – 31 Dec 21 3,000 1,985 4,985 None

Note: Service fees for income tax counseling, audit fees of business tax report, and fees for English translation of financial reports.

6. Information for change of CPA:

Not Applicable

7. The Company’s Chairman, President, Managers Responsible for Finance and Accounting who have held a position in the CPA Office or its affiliates within the latest year: None

8. Shareholding Transferred or Pledged by Directors, Management, and Major Shareholders Who Hold 10% or More of the Company Shares:

  • 57 -

8.1 Shareholding variation

Title Name 2021 2021 1Jan 2022 – 28 March 2022 1Jan 2022 – 28 March 2022
Shares Increased
(Decreased)
Pledged Shares
Increased
(Decreased)
Shares Increased
(Decreased)
Pledged Shares
Increased
(Decreased)
Chairman Dong, Ding-Yu 0 0 0 0
Vice Chairman Yu Chang Investment
Co.,Ltd.
0 0 0 0
Representative:
Tsai,Fei-Liang
0 0 0 0
Director Yu Chang Investment
Co.,Ltd.
0 0 0 0
Representative:
Li,Wen-Shiung
0 0 0 0
Director Hsieh, Mon Chang 0 0 0 0
Independent
Director
Shen, Bing 0 0 0 0
Independent
Director
Cheng, Duen-Chian 0 0 0 0
Independent
Director
Tsai, Rong-Dong 0 0 0 0
President Guan, En-Xiang 0 0 0 0
Senior Vice
President
Sun, Michael 0 0 0 0
Vice President Peng, Yi-Ren 0 0 0 0
Vice President Chou, Li-Ming 0 0 0 0
Vice President Chuang, Michael 0 0 0 0
Vice President Su, Kenny 0 0 0 0
Vice President Lin, Alan 0 0 0 0
Vice President Lin, Chien-Chen 0 0 0 0
Vice President Yang, Danny 0 0 0 0
Vice President Lee, De-Na 0 0 0 0
Vice President
(CFO)
Randy Yu 0 0 0 0
Assistant Vice
President
(Goverrnor)
Li-Choi Chang 0 0 0 0
Director of
Accounting
Department
Sara Yen 0 0 0 0

8.2 Shareholding transferred:

Not applicable.

8.3 Shareholding pledged:

Not applicable.

  • 58 -

9 Top ten shareholders being the related party as defined in statement of financial accounting standards No. 6:

Name Current
Shareholding
Current
Shareholding
Spouse & Minor
Children’s
Shareholding
Spouse & Minor
Children’s
Shareholding
Shareholding in
Name of Others
Shareholding in
Name of Others
Name, relationship of top ten shareholders
are spouses of within 2 degrees of
consanguinityto each other
Name, relationship of top ten shareholders
are spouses of within 2 degrees of
consanguinityto each other
Shares % Shares % Shares % Name Relationship
Yu ChangInvestment Co.,Ltd. 25,471,477 7.65 0 0 0 0 Yu Sheng
Investment Co.,
Ltd.
100%-owned
subsidiary of Yu Sheng
Investment Co. Ltd.
Representative:
Su-Moon Wu
3,548,859 1.07 0 0 0 0
New Labor Pension Fund-Taiwan 22,722,700 6.83 0 0 0 0 None None
Standard Chartered International
Commercial Bank, the MTX
Stable Emerging Market Leader
fund.
14,937,000 4.49 0 0 0 0 None None
Si, Run-Hong 12,262,303 3.68 0 0 0 0 None Representative of
Silver topinvestment
Yu ShengInvestment Co.,Ltd. 10,485,000 3.15 0 0 0 0 Yu Chang
Investment Co.,
Ltd.
Yu Chang Investment is
100% owned by Yu
ShengInvestment.
Representative:
Su-Moon Wu
3,548,859 1.07 0 0 0 0
Silver Top Investment
Representative: Si, Run-Hong
10,264,000 3.08 0 0 0 0 Si, Run-Hong Representative of
Silver top investment
12,262,303 3.68 0 0 0 0
Morgan Stanley & Co.
International Plc

6,091,000
1.83 None None
Old Labor Pension Fund - Taiwan 5,891,700 1.77 0 0 0 0 None None
Dong, Ding-Yu 5,265,766 1.58 0 0 0 0 None None
Tang, Shao-Hao 4,795,963 1.44 0 0 0 0 None None

10 Shareholding proportion of EMC to Investees:

Investees by equity method The Company’s Holdings Direct and Indirect Holding of
Directors and Managers of EMC
Direct and Indirect Holding of
Directors and Managers of EMC
Total Holdings Total Holdings
Shares % Shares % Shares %
EMC Overseas HoldingInc. 36,256,950 100.00 0 0 36,256,950 100.00
Grand Wuhan Incorporated 20,020,000 100.00 0 0 20,020,000 100.00
EMC INTERNATIONAL
HOLDING INCORPORATED.
26,310,000 100.00 0 0 26,310,000 100.00
Li ChengTechnologyCo.,Ltd. 16,412,918 33.50 250,000 1.53 16,662,918 35.03
  • 59 -

IV. CAPITAL OVERVIEW

1. Capital and Shares

1.1. Issued Shares

Month/Year Par
Value
Authorized Capital Authorized Capital Paid-in Capital Paid-in Capital Remarks Remarks
Shares Amount (NT$) Shares Amount (NT$) Sources of Capital Capital
Increased
by Assets
other than
Cash
Other
Nov 2019 10 400,000,000 4,000,000,000 319,708,064 3,197,080,640 Conversion of
Corporate Bond
None Note
1
Aug 2010 10 400,000,000 4,000,000,000 324,868,357 3,248,683,570 Conversion of
Corporate Bond
None Note
2
Nov 2010 10 400,000,000 4,000,000,000 332,918,299 3,329,182,990 Conversion of
Corporate Bond
None Note
3

Note: Dates and letter numbers capital increase approvals received from the regulatory authority:

  1. 21 April 2017 Financial Supervisory Commission Ruling Ref No. 1060012443 approved the issue of CB certificates. 14 Nov 2019 Ministry of Economic Affairs Jing-Sho-Shan-Zhi No. 10801157610.

  2. 21 April 2017 Financial Supervisory Commission Ruling Ref No. 1060012443 approved the issue of CB certificates. 17 Aug 2020 Ministry of Economic Affairs Jing-Sho-Shan-Zhi No. 10901154260.

  3. 21 April 2017 Financial Supervisory Commission Ruling Ref No. 1060012443 approved the issue of employees’ option certificates. 9 Nov 2020 Ministry of Economic Affairs Jing-Sho-Shan-Zhi No. 10901194470.

Type of Stock Authorized Share Capital Authorized Share Capital Authorized Share Capital Remarks
Issued outstanding
shares
Unissued shares Total
Common Stock 332,918,299 267,081,701 600,000,000 None

1.1.1. Shelf registration: None

1.2. Composition of Shareholders

28 March 2022

Types
Amounts
Government
Agencies
Financial
Institutions
Other
Juridical
Persons
Domestic
Citizens
Foreign
Institutions
& Foreign
Persons
Total
Number 5 20 246 21,665 405 22,341
Number of shares owned 33,586,008 20,141,237 66,998,850 69,134,925 143,057,279 332,918,299
% holding 10.09% 6.05% 20.12% 20.77% 42.97% 100.00%

1.3. Distribution Profile of Share Ownership

1.3. Distribution Profile of Share Ownership 1.3. Distribution Profile of Share Ownership 1.3. Distribution Profile of Share Ownership 1.3. Distribution Profile of Share Ownership
28 March 2022
ShareholderOwnership Number ofShareholders Number of shares owned Percentage ownership
1–999 14,356 1,631,419 0.49
1,000–5,000 6,491 11,343,068 3.41
5,001–10,000 639 4,874,204 1.46
10,001–15,000 177 2,161,299 0.65
15,001–20,000 137 2,454,450 0.74
20,001–30,000 109 2,700,560 0.81
30,001 – 40,000 62 2,188,244 0.66
  • 60 -
40,001–50,000 34 1,543,581 0.46
50,001–100,000 95 7,061,957 2.12
100,001–200,000 69 9,852,652 2.96
200,001–400,000 61 17,498,648 5.26
400,001–600,000 29 14,660,612 4.40
600,001–800,000 14 9,624,168 2.89
800,001–1,000,000 11 9,650,597 2.90
1,000,001 and over 57 235,672,840 70.79
Total 22,341 332,918,299 100.00

Note: The Company does not issue any preferred shares.

1.4. Major Shareholders

1.4. Major Shareholders
28 March 2022
Shareholders Totalshares owned Ownership (%)
Yu Chang Investment Co., Ltd. 25,471,477 7.65
New Labor Pension Fund-Taiwan 22,722,700 6.83
Standard Chartered International Commercial Bank, the MTX
Stable Emerging Market Leader fund.
14,937,000 4.49
Si, Run-Hong 12,262,303 3.68
Yu Sheng Investment Co., Ltd. 10,485,000 3.15
Silver Top Investment 10,264,000 3.08
Morgan Stanley & Co. International Plc 6,091,000 1.83
Old Labor Pension Fund - Taiwan 5,891,000 1.77
Ding-Yu Dong 5,265,766 1.58
Tang, Shao-Hao 4,795,963 1.44

1.5. Net worth, earnings, dividends, and market price per common share

Unit: NT$Dollar Unit: NT$Dollar Unit: NT$Dollar Unit: NT$Dollar Unit: NT$Dollar
Items Year 2020 2021 1 Jan 2022 – 31 Mar 2022
Market Price per
Share
(Note 1)
Highest 183.50 293.50 298.00
Lowest 90.00 141.50 241.00
Average 145.16 204.60 270.86
Net Worth per
Share(Note 2)
Before Distribution 50.28 59.33 64.97
After Distribution 43.28 (Note 9) -
Earnings per
Share
Weighted Average Shares 325,593,929 332,918,299 332,918,299
Adjusted Earningsper Share(Note 3) 11.33 16.50 3.98
Dividends per
Share
Cash Dividend 7.0 (Note 9) Not applicable
Stock
Dividend
- - (Note 9) Not applicable
- - (Note 9) Not applicable
Accumulated Undistributed Dividend
(Note 4)
- - Not applicable
Return on
Price/Earnings Ratio(Note 5) 12.81 12.40 Not applicable
Price/Dividend Ratio(Note 6) 20.73 (Note 9) Not applicable
Investment Cash Dividend Yield(Note 7) 4.82% (Note 9) Not applicable

Note:

  1. List the highest and lowest prices of each common share, and calculate the average price per common share by using the turnover and transaction volume in each year.

  2. Based on the total number of issued outstanding shares at end of each year. Net worth per share before and after distribution is calculated based on the profit distribution resolved in the annual general shareholders’ meeting held in the next year.

  3. 61 -

  4. The adjusted EPS is calculated based on the number of shares after the stock dividends being distributed.

  5. Should the terms of issuance allow the earnings to be accumulated and not to be distributed until the year the Company realizes profits, the total amount of accumulated undistributed dividend need to be disclosed.

  6. Price/Earnings Ratio = Average closing share price of the period/ Earnings per share.

  7. Price/Dividend ratio = Average closing share price of the period / Cash dividend per share.

  8. Cash dividend yield = Cash dividend per share / average closing share price of that year.

  9. Net worth per share and earnings per share are listed until the latest quarter financial statements audited by CPA. The other numbers are listed until the date the annual report being published.

  10. To be resolved by the upcoming Year 2022 annual general shareholders’ meeting.

1.6. Dividend Policy and Execution

1. Dividend Policy

Apart from paying all its income taxes in the case where there are profits at the end of the year, the Company shall make up for accumulated losses in past years. Where there is still balance, ten per cent (10%) of which shall be set aside by the Company as legal reserve. The Company shall also set aside certain portion of the profits as special reserve as required by Article 41 of the Securities and Stock Exchange Act, or by resolutions of Shareholders’ Meetings.

While the Company distributes earnings to the shareholders, the paid-out amount shall be more than ten per cent (10%) but less than seventy per cent (70%) of the distributable earnings, which equals to earnings realized after deducting legal, special and all other required reserves, but together with undistributed profits from previous years.

Depending on the business operating results, the earnings to be distributed to shareholders shall be proposed by the Board of Directors, and submitted to the Shareholders’ Meeting and decided by the resolution from in the Shareholder’s Meeting.

Judging from the actual business circumstances, the Board of Directors may propose to adjust the amount of earnings to be distributed to shareholders, and submit to the Shareholders’ Meetings for the resolution to distribute.

  • 1.6.1. Proposed dividend to be resolved in the upcoming 2021 Annual General Shareholders’ Meeting:
Year of Earnings Date the Board Meeting
Resolved to Distribute
Earnings
Dividends Dividends
Cash Dividend (NT$) Stock Dividend (NT$)
2021 23 Feb 2022 3,329,182,990
(NT$10per share)
0

Note: Cash dividend per share is calculated based on the total number of issued outstanding shares on 23 Feb 2022. This proposal is subjected to the resolution of the upcoming 2022 annual general shareholders’ meeting convened on 26 May 2022, and to be executed accordingly.

  • 1.6.2. If the Dividend Policy Is Expected to Change Substantially: None

1.7. Effects on business performance and EPS resulted from stock distribution proposed by 2018 Annual General Shareholders’ Meeting:

Not applicable.

1.8. Employees’ Compensation and Directors’ Remuneration:

  • 1.8.1. Employees’ Compensation and Directors’ Remuneration under Articles of Incorporation:

  • 62 -

In case the Company makes profits for the year, three per cent (3%) shall be allocated for the employees’ compensation, and no more than one point two per cent (1.2%) for the remuneration of Directors. However, in case there are accumulated losses carried on the accounting book of the Company, profits shall be reserved for the make-up of accumulated losses before distribution.

In case shares or cash is distributed as employees’ compensation, those employees can be distributed shall include the employees of affiliated enterprises meeting certain criteria. The distribution method shall otherwise be formed by the Board of Directors.

  • 1.8.2. The discrepancy, if there is any, between the total amount of estimated employees’ compensation, Directors’ remuneration, stock dividends and total amount actually being paid:

Treated as the changes at the accounting estimate, and such changes are adjusted in the coming year.

  • 1.8.3. Proposed employees’ compensation and Directors’ remuneration:

The 2021 employees’ compensation and Directors’ remuneration was resolved in the Board Meeting convened on 23 Feb 2022, and will be submitted to the 2022 shareholders' meeting for approval. The amounts and forms are listed below:

  • a. Employees’ compensation: NT$189,119,949 in cash

  • b. Directors’ remuneration: NT$63,039,983 in cash

  • c. Regarding the amount of employees’ compensation and Directors’ remuneration in cash or in shares, the discrepancy, if there is any, between the estimated amount and the amount being actually paid, and the reason for such discrepancy: None

  • d. Proposed employees’ compensation in shares as percentage of net income and total employees’ compensation: Not applicable

  • 1.8.4. The total proposed amount of 2020 profits actually being paid as employees’ compensation and Directors’ remuneration in 2021:

remuneration in 2021: remuneration in 2021: remuneration in 2021: remuneration in 2021: remuneration in 2021: remuneration in 2021:
Unit: NT$ Dollar
Item Actual Amount Being
Paid in 2021
Estimated Amount
in 2020
Discrepancies Reason Adjustment
Directors’ and Supervisors’
Remuneration
43,589,005 43,589,005 0 Not
Not
applicable
Employees’ Compensation 130,767,014 130,767,014 0 applicable

1.9. Share Buyback by the Company:

The Company did not buyback share in Year 2021 and in Year 2022 as of 28 March.

2. Corporate Bonds:

The company did not issue corporate bond in year 2021. Preferred Shares:None

3. Preferred Shares:

None

4. Issuance of Overseas Depository Receipts:

None

  • 63 -

5. Employees Stock Option:

None

6. Employee Restricted Stock Options and Share Issued for Merger or Acquisition: None

7. Fund utilization plans and status:

Not applicable

  • 64 -

V. OPERATIONAL HIGHLIGHTS

1. Business Activities

1.1. Business Scope

  • 1.1.1. Current Business Scope

  • CC01080 Manufacturing of electronic components

  • CB01020 Manufacturing of business machines

  • CC01110 Manufacturing of computers and the peripherals

  • C801010 Basic chemical industry

  • C801990 Manufacturing of other chemical materials

  • C901990 Manufacturing of other non-metallic mineral products

  • F401010 International commerce

  • ZZ99999 Except where permits are required, to run operations not forbidden or limited by laws and regulations

  • 1.1.2. Current products and services provided by the Company and subsidiaries

  • Copper Clad Laminates (CCLs) consumed by double-sided PCBs (Printed Circuit Boards)

  • Core CCLs and Prepreg (PP) consumed by multilayer PCBs

  • Mass Lamination Panel (Mass Lam)

1.1.3. Sales Breakdown

The factory of the Company was built in 1993, and its capacity was expanded in the mid of 2005. Since the inception of the Company, it has been focusing on the manufacturing and sales of CCLs and PP, and providing the Mass Lam service for the downstream PCB makers. The sales breakdown of major business segment of 2021 is as follows:

Unit: NT$ thousands,%
Major Products Revenue Percentage of Revenue
CCLs 21,207,359 55.08%
PP 15,976,794 41.50%
Mass Lam 1,058,056 2.75%
Others 257,817 0.67%
Total 38,500,026 100.00%
  • 1.1.4. Products and services planned to be developed and launched by the Company and subsidiaries

The Company will continue to develop eco-friendly products and create new applications for the said products to ensure the leading position in eco-friendly materials and maintain global number one ranking. Products under development at current stage:

  • a. High-frequency mmWave material for autonomous driving vehicle.

  • b. High voltage material adopted EV super charging battery.

  • c. Low loss substrate material for high-end AIP packaging.

  • d. With thermal conductivity and environmental-friendly high-speed transmission material.

1.2. Business Environment

  • 1.2.1. Current industry situation and prospects

In year 2021, products of the Company were mainly sold in the domestic market of Taiwan, and customers

  • 65 -

located in Mainland China are served by the subsidiaries of the Company, Elite Electronic Materials (Zhongshan) Co., Ltd. and Elite Electronic Materials (Kunshan) Co., Ltd. The major exporting market was Korea. The Company expects that most of demand in year 2022 would still derive from Taiwan and mainland China. Korea would remain as the major exporting market. The Company set up a target to upgrade its product mix in 2022, aiming to increase the percentage of revenue from advanced products to 60% of the total revenue. The advanced products include, but not limited to, laminates with high-Tg, Br-free, and low CTE properties.

1.2.2. The supply chain analysis

Upstream
Glass Fiber/ Glass Cloth
Epoxy
Phenolic Resin
Copper Foil
Polyimide Resin
Production Process and Testing
Equipment
Midstream
Copper Clad Laminate
Manufactruing of Rigid, Flexible, IC
Substrate
Lamination Assembly & Processing and
Related Manufacturing
Dow nstream
All Kinds of Electronic Products
Lamination Assembly & Processing and
Related Manufacturing
Production Process and Testing
Equipment

1.2.3. Industry trends and competition

  • Consumer electronic devices, especially for handheld and wearable devices, are trending toward thinner, lighter, and easier to carry; meanwhile, incorporating multi-functions in one single device, furthermore, the trend of high frequency/high speed and green environmental materials are rising. Therefore, the applications of HDI (High-Density Interconnect) structure, high layer-count laminates, IC substrate, rigid-flexible PCBs are experiencing increase in demand. In the meantime, the evolution of wireless transmission and the emerging cloud services are also driving the changes of the laminate industry. In order to meet the demand for highspeed data transmission, more and more laminate products and base materials are created to serve for highspeed transmission purpose in the high-frequency bandwidth. Also, improving thermal reliability and dimensional reliability is a must for high-speed high-frequency radio signal transmission applications.

1.3. Technology Innovation and R&D Overview

Products and technologies the Company has successfully developed in previous three years:

Year 2019 1. New environmental-friendly laminates, consumed by 5G handheld devices,
providing ultra-low signal loss
2. Advanced ultra low loss eco-friendly laminates, used for 5G base stations,
3. Antenna laminate material consumed by millimeter wave and Sub 6G
4. Eco-friendly laminate materials for 400/800 switches.
5. Obtained collectively 20 patents from Taiwan, Mainland China, Japan, and the
United States
Year 2020 1. New eco-friendly laminates, consumed by 5G handheld devices, providing ultra-
  • 66 -

low signal loss 2. Out-door antenna substrate material consumed by 5G base-station. 3. High-end substrate material consumed by AIP and SIP package. 4. High frequency material consumed by mmWave laminate 5. Obtained collectively 36 patents from Taiwan, Mainland China, and the United States 1. RCC material adopted in high end 5G handheld devices. 2. High end substrate material adopted in SIP package. 3. High speed material for PCIe 5.0 and PCIe 6.0 Year 2021 4. High speed 800G switch continuously verified by customers. 5. Obtained collectively 33 patents from Taiwan, Mainland China, and the United States

1.4. Long-term and Short-term Business Plan

The Company conducts business with ethics and integrity in order to build a long-term cooperative relationship with customers. The long-term and short-term business plans that the management team makes are as follows:

1.4.1. Short-term Business Plan

  • a. Achieve the targets of the operating and financial budgets of Year 2022

  • b. Increase the percentage revenue derived from High-Tg low-CTE base materials, base materials consumed by electronic devices used for automotive vehicles, and thermal conductive base materials

  • c. Coordinate the sales team and customer service activities to better serve customers

1.4.2. Mid-and Long-term Business Plan

  • a. Expand the international market and enhance the long-term competitiveness of the company

  • b. Diversify the applications of the company’s products and diversify the sales channels

2. Overview of Market, Production, and Sales

2.1. Market Analysis

2.1.1. Sales regions of the Company’s products

In Year 2021, the Company’s products were mainly sold in Taiwan, Mainland China, and Korea. It is expected that the major market of the Company in Year 2022 would remain as the same. The percentage of sales for the Company’s products in Year 2021 is as follows:

Regions Percentage of total sales
Taiwan 15.34%
Mainland China 76.85%
Others 7.81%
Total 100.00%

2.1.2. Domestic market share of major products

  • There are a lot of companies, including EMC, NYP, ITEQ, TUC and Taiwan Panasonic, producing FR-4 CCL, PP, and providing mass lamination service located in Taiwan in year 2021. According to Prismark, EMC is the global leader in halogen free market with 26% market share, and global CCL market share is 7%.

2.1.3. Future supply/demand situation and the prospects of the market

The demand for high-speed and high-frequency data transmission would continue to rise in the Taiwan market.

  • 67 -

2.1.4. The expected sales volume and the key assumption

  • Based on the actual sales volume, the expectation of the Company about the demand in the future, and the actual supply/demand situation in the first quarter of 2021, the Company expected the sales volume in year 2021 as follows:

Expected sales volume target:

Copper clad laminates (CCLs): 48 million sheets/year Prepreg (PP): 1.06 million rolls/year Mass Lam (M/L): 1.6 million panels/year

  • 2.1.5. Positive factors, negative factors, and the Company’s measures to counteract the negative measures A. Positive factors

    • CCLs are base materials for many sorts of electronic devices. The product life cycle is long, and at this moment, there is no product can replace the usage of CCLs.

    • The penetration rate of halogen-free CCL is proliferating, and the market share is rising. Halogenfree products created much higher value for the Company.

    • The Company has diversified the applications of its products, meeting the demand of different customers.

    • The Company owns production base across the strait, and which are close to customers. In addition, the Company has established sales representative offices in Korea and the United States.

  • B. Negative factors

    • The price volatility of raw materials can be significant, and therefore, has a negative impact on the gross margin of the Company.
  • C. Company’s measures to counteract the negative factors

    • Increase the sales percentage derived from high value-added products.

    • Diversify the sources of raw materials to lower the risk. In addition, negotiate with vendors based on the total volume needed for all production sites of the Company to increase the bargaining power of the Company, in order to secure a consistent volume of supply with a relatively stable price.

2.2. Applications and Production Process of Major Products

  • 2.2.1. Applications of major products

  • a. CCLs: used for the production of double-sided PCBs and multi-layer PCBs

  • b. Prepreg: used for the production of multi-layer PCBs

  • c. Mass lamination: an OEM service provided to PCB makers for the production of multi-layer PCBs.

2.2.2. Production process of major products

==> picture [495 x 82] intentionally omitted <==

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

Mixing & Impregnation Dry up Lay up & Lamination Inspection Finished
compounding Composing products
Chemical resins, Glass fiber
solvents, fabrics Copper foils
additives, etc.
----- End of picture text -----

2.3. Source of Major Raw Materials

Major raw materials of the Company include, but not limited to, copper foils, glass fiber fabrics, and epoxy

  • 68 -

resins.

Table of major raw material sources and supply situations

Raw Materials Major Sources Supply Situation
Copper foil Domestic Normal
Glass fiber fabrics Japan,domestic Normal
Epoxyresins Japan,domestic Normal

2.4. Major suppliers or customers who account for 10% (inclusive) or above of purchases/or revenues in recent two years

2.4.1. Suppliers who account for 10% (inclusive) or above of purchases in recent two years:

Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands
Year 2020 Year 2021 FirstQuarter of Year 2022
Name Purchase
amount
Percentage
of total
purchase
Subsidiary
or
affiliates
of the
Company
Name Purchase
amount
Percentage
of total
purchase
Subsidiary
or
affiliates
of the
Company
Name Purchase
amount
Percentage
of total
purchase
Subsidiary
or
affiliates
of the
Company
A 1,806,665 11% No A 2,532,857 10% No A 696,932 12% No
Others 14,905,298 89% No Others
21,881,742
90% No Others 5,109,600 88% No
Net
amount
16,711,963 100% Net
sales
24,414,599 100% Net
sales
5,806,532 100%

The reasons why percentage of purchase of major suppliers has changed: None

2.4.2. Customers who account for 10% (inclusive) or above of revenues in recent two years:

Unit: NT$ thousands

Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands
Year 2020 Year 2021 FirstQuarter of Year 2022
Name Sales
revenue
Percentage
of total
revenue
Subsidiary
or affiliates
of the
Company
Name Sales revenue Percentage
of total
revenue
Subsidiary
or affiliates
of the
Company
Name Sales
revenue
Percentage of
total revenue
Subsidiary
or affiliates
of the
Company
A 3,330,318 12% No A 4,523,496 12% No A 1,086,233 11% No
Others 23,870,468 88% No Others 33,976,530 88% No Others 8,832,227 89% No
Net
sales
27,200,786 100% Net
sales
38,500,026 100% Net
sales
9,918,460 100%

The reasons why percentage of sales of major customers has changed: None

2.5. Volume and value of production in recent two years

Unit: NT$ thousands

Unit Year 2020 Year 2020 Year 2021 Year 2021
Volume Value Volume Value
000 sheets 38,217 12,052,259 50,884 17,740,627
000 meters 153,257 8,568,460 183,376 11,041,026
000 SF 4,237 771,979 6,428 1,082,612
21,392,698 29,864,265

2.6. Sales volume and revenue in recent two years

  • 69 -

Unit: NT$ thousands

Unit Year 2020 Year 2020 Year 2020 Year 2020 Year 2021 Year 2021 Year 2021 Year 2021
Domestic Sales Export Sales Domestic Sales Export Sales
Volume Value Volume Value Volume Value Volume Value
000 sheets 26,303 11,565,985 5,749 2,443,840 32,376 17,600,730 7,071 3,606,629
000 meters 78,704 9,917,438 14,702 2,417,251 103,519 12,995,948 19,210 2,980,846
000 SF 3,874 620,414 883 138,010 3,856 647,082 2,697 410,974
- 43,817 - 54,031 35,878 - 221,939
22,147,654 5,053,132 31,279,638 7,220,388

3. Information about Employees

Year Year Year 2020 Year 2021 31 March 2022
Number of Employees
Number of
Employees
Direct 2,539 2,851 3,005
Indirect 708 836 866
Total 3,247 3,687 3,871
Average age 34.1 33.9 34.1
Averageyears of service 5.3 4.7 4.6
Breakdown of Educational Level(%)
Distribution
of
Educational
Level
Ph.D. 0.2 0.3 0.2
Master 4.9 4.9 4.9
Bachelor 39.7 49.5 49.1
High School 52.8 41.9 41.9
Below High School 2.4 3.4 3.9

4. Environmental Protection Measures and Expenses

  • 4.1. License or permission granted by the regulatory authority to install equipment, the fee paid to the regulatory authority for prevention of pollution, and the license number of dedicated person responsible for environmental protection
Hsinchu Factory
License Expiry Date License Number License Number of
Dedicated Person
Production process of PCBs (M01) 18 Aug 2026 Hsinchu County Huan-Kon-Tsao-Zhen-Zhi
No. J0763-13
(2016) Huan-Shu-Hsun-Zhen-Zhi
No. FA100460
Heating process of heating medium
(M02)
21 Sep 2024 Hsinchu County Huan-Kon-Tsao-Zhen-Zhi
No. J0764-07
Heating process of heating medium
(M04)
19 Apr 2026 Hsinchu County Huan-Kon-Tsao-Zhen-Zhi
No. J0763-03
Production process of other electronic
components(M05)
12 Apr 2026 Hsinchu County Huan-Kon-Tsao-Zhen-Zhi
No. J1009-04
Heating process of heating medium
(M06)
19 Nov 2022 Hsinchu County Huan-Kon-Tsao-Zhen-Zhi
No. J1017-03
  • 70 -
Water pollution control permit 19 Dec 2023 Hsinchu County
Huan-Pai-Hsu-Zhi No. 00424-11
(2018) Huan-Shu-Hsun-Zhen-Zhi
No. GA130492
Business waste cleaning plan Good till revision Fu-Huan-Yeh-Zhi No. 1108651246 (2017) Huan-Shu-Hsun-Zhen-Zhi
No. HB011022
Guanyin Factory
License Expiry Date License Number License Number of
Dedicated Person
Production process of other electronic
components(M01)
14 July 2025 Fu-Huan-Kon-Tsao-Zhen-Zhi No. H6761-
00
(2008) Huan-Shu-Hsun-Zhen-Zhi
No. FA100052
Heating process of heating medium
(M02)
26 Sep 2026 Fu-Huan-Kon-Tsao-Zhen-Zhi No. H5122-
05
Water pollution control permit
(Plant 1 & 3)
14 Jun 2022 Taoyun City
Huan-Pai-Hsu-Zhi No. H1984-07
(2015) Huan-Shu-Hsun-Zhen-Zhi
No. GA230798
Water pollution control permit
(Plant 2)
16 Jul 2022 Taoyun City
Huan-Pai-Hsu-Zhi No. H3094-02
Not applicable
Business waste cleaning plan
(Plant 1 & 3)
Good till revision Fu-Huan-Yeh-Zhi No. 1060305324 (2015) Huan-Shu-Hsun-Zhen-Zhi
No. HA050746
Business waste cleaning plan
(Plant 2)
Good till revision Fu-Huan-Yeh-Zhi No. 1060048502 (2017) Huan-Shu-Hsun-Zhen-Zhi
No. HB180146

4.2. Expenses on environment protection

4.2. Expenses on environment protection
Unit: NT$ thousands
Item Amount
Waste treatment fee for earth and underground water 269
Charges forprevention of airpollution from fixedpollution source 20,420
Treatment ofpolluted water 1
Treatment cost of waste water 2,700
Treatment cost of business waste 92,564
Total 115,954
  • 4.3. List of equipment and investment of the Company for prevention of pollution and their respective purpose
Equipment Number Acquisition Date Purpose
Dust collector One 31 Aug2018 Prevention ofpollution
RTO equipment One 31 July2017 Prevention ofpollution
MIL-1040 RTO equipment One 31 Dec 2017 Prevention ofpollution
No. 2 RTO Factory One 31 Dec 2013 Prevention ofpollution
RTO equipment – Zone 3 One 29 Dec 2011 Prevention ofpollution
RTO equipment improvement – Zone 3 One 30 Nov 2014 Prevention ofpollution
PLC Scan, Monitoring & Controlling system for hazardous
chemical substances
One 31 Jan 2014 Prevention of pollution
Improvement of equipment for waste water treatment One 30 Sep2010 Prevention ofpollution
SCR-6 pumping system for exhaust air One 30 Apr 2007 Prevention ofpollution
180CM treatment equipment for exhaust air form black
oxide treatment
One 30 Sep 2006 Prevention of pollution
Improvement of equipment for waste water treatment One 12 Apr 2006 Prevention ofpollution
Equipment for waste water treatment One 28 Feb 2006 Prevention ofpollution
Exhaust air monitoring system – Plant 2 One 22 Sep2000 Prevention ofpollution
  • 71 -
Flow meter of waste water – Plant 2 One 31 Aug2000 Prevention ofpollution
Flow meter of waste water One 24 Sep1997 Prevention ofpollution
Exhaust fan and water circulation equipment for etching
room
One 31 Oct 1994 Prevention of pollution
Waste water storage of etching room One 30 Sep1993 Prevention ofpollution
  • 4.4. Process the Company takes to reduce pollution, and to deal with the pollution related dispute in latest two years till the publishing of the annual report:

None

  • 4.5. Loss or penalty due to pollution in latest two years till the publishing of the annual report: None

  • 4.6. Effects on the profit, competitiveness, and capital expenditure plan of the Company from the current environment pollution and expected substantial capital expenditure for environmental protection over next two years:

None

5. Employee Welfare

5.1. Current Agreements with Employees and Employee Welfare

  • 5.1.1. Employee welfare procedures

  • a. The company has an employee welfare committee that, in compliance with laws and regulations, appropriates welfare funds, and manages various welfare activities for employees. The said activities include, but are not limited to, employee domestic and overseas travelling trips. The Company also organizes a variety of clubs and games on periodical basis. In addition, the Company provides subsidy to individual employee for vacation travelling.

  • b. The company provides holiday bonuses for traditional festival holidays, birthdays, weddings, and funerals for its employees.

  • c. The company organizes and holds training program for its employees on periodical basis.

  • d. The company provides free health checkup, labor insurance program, health insurance program, and a variety of group insurance programs for employees to choose among from.

  • e. The company organizes year-end party on annual basis.

  • f. The company has an employee bonus system, allowing employees to participate in the sharing of management results.

  • g. The company had issued employee stock option certificates.

5.1.2. Employee training programs

The company provides its employees training programs designed and organized both internally and externally. A study report is required to submit for each attendee of the training courses. The training programs are integrated with the promotion system of the company. The cost for employee training in year 2021 was NT$1,698 thousands. The total training hours amounted to 18,078 hours, and on the average, each employee attended a training program for 17.27 hours.

5.1.3. Pension and retirement plan

In order to encourage employees to provide professional services and stabilize their retirement lives, EMC has set up an "Employee Retirement Scheme" to provide each employee with a labor pension. At the same time, the "Pension Supervision and Administration Commission" was established in accordance with the law to be responsible for the implementation of the old pension management and retirement measures, and the old pension

  • 72 -

was deposited to the old pension reserve account of the Bank of Taiwan on a monthly basis at the 2% monthly salary of each senior pensioner with the old pension system. Actuaries are also commissioned annually to submit actuarial reports to ensure full allocation to protect the rights and interests of employees. Pension funds are appropriated monthly, 6% of the monthly salary to individual pension accounts for those who are qualified or voluntarily choose the new pension fund system in accordance with the “Labor Pension Act”. If an employee meets the statutory retirement conditions, he or she may apply for retirement, and after completing the procedures, those who have the old system of seniors can receive the pension of the old system, and the pension of the personal special account can also be withdrawn according to law after reaching the age of 60.

  • 5.1.4. The agreement between labor and management All regulations and procedures regarding labor and management relationship are implemented in good condition pursuant to the “Handbook of EMC Employees” and related laws. Since the inception of the Company, there has never been severe dispute between the labor and the management team. In addition, the Company has established an internal communication channel for employees and encourage employees to express their opinions and suggestions to the management team, in order to achieve a better cooperative relationship between labor and the management.

  • 5.1.5. Various measures regarding protection of employees’ rights Each department of the Company has established protocols and procedures to protect employees’ rights, especially to ensure a safety working environment. In addition, the Company value the opinions and suggestions from employees, and has dedicated personnel to handle such opinions and suggestions in a way as appropriate as possible.

  • 5.2. Loss occurs due to labor issues in the latest year until the publishing of this annual report: None

6. Information and communication security management:

6.1.1 List the security risk management structure, the security policy, the specific management plan and the resources invested in the security management of The Security.

  • 6.1.1.1 Security risk management structure:

The company has set up a security risk management team, the president as the convener, the information department at the next level supervisor as the deputy convener, the team members include the heads of various departments and the communication network liaison personnel.

  • 6.1.1.2 The unit responsible for enterprise information security is the IT depatment, which coordinates the security affairs and is responsible for formulating internal information security policies, planning and implementing information security operations and security policies.

  • 6.1.2 The company's audit office is the supervision unit of information security supervision, and the audit office is responsible for supervising the implementation of internal security, regularly checking if there is any defect found, the relevant improvement plan and specific actions are proposed by the responsible unit, and the improvement results are tracked regularly to reduce the internal security risks.

  • 6.1.2.1 Information security policy:

  • 6.1.2.2 In order to improve the security and stable operation of the company's information and communication operations, provide secure information and communication services, and ensure the confidentiality,

  • 73 -

  • integrity and availability of information assets, the information security policy is specially formulated as the highest guiding principle of the company's information and communications security management.

  • 6.1.2.3 All colleagues of the company have the obligation and responsibility to comply with the laws and regulations of information security, maintain the security of enterprise information, ensure the security and operation of the company's data, information systems, equipment and networks, avoid all kinds of improper use, leakage, tampering, theft, destruction and other accident threats, and reduce possible harm.

6.1.3 Physical management solutions:

At present, the company has not insured information security protection insurance, but has established information security policies and other related operational specifications, which are implemented in accordance with the operational specifications for physical and environmental security, network and computer security, system access control, system sustainable operation, information security publicity and education and training. In fiscal 2021, the company also reviewed the corporate information environment through external consultants, and on December 21, 2021, the board of directors reported the information security risk assessment to further enhance information security operations and ensure the company's continuous operation capabilities.

  • 6.2 Loss occurs due to significant security risk issues in the latest year until the publishing of this annual report:None

7.Important Contracts and Agreements

None

  • 74 -

VI. FINANCIAL INFORMATION

1. Five-Year Financial Summary

1.1. Condensed Balance Sheet and Statements of Comprehensive Income – IFRS

1.1.1. Condensed Consolidated Balance Sheet

Unit: NT$ thousands

Year
Item
Year
Item

2017
2018 2019 2020 2021 31 Mar 2022
Current assets 15,480,404
16,232,502

18,833,258

19,568,557

25,843,744

27,608,365
Property,plant and equipment 4,803,458
4,937,424

5,857,817

6,531,008

8,468,582

10,232,337
Intangible assets 7,344
7,388

10,316

671,900

669,410

698,778
Other assets 509,508
785,149

1,002,940

1,085,341

1,583,325

1,507,379
Total assets 20,800,714
21,962,463

25,704,331

27,856,806

36,565,061

40,046,859
Current liabilities Before distribution 6,947,012
7,201,783

10,321,431

9,613,785

14,485,232

15,872,635
After distribution 8,481,344
8,416,462

12,239,679

11,944,213

(Note)

(Note)
Non-current liabilities 1,970,190
2,845,890

1,846,331

1,487,512

2,305,942

2,522,097
Total liabilities Before distribution 8,917,202
10,047,673

12,167,762

11,101,297

16,791,174

18,394,732
After distribution 10,451,534
11,262,352

14,086,010

13,431,725

(Note)

(Note)
Equityattributable to owners of the Company 11,871,679
11,900,197

13,519,931

16,738,630

19,752,846

21,628,671
Common stock 3,196,524
3,196,524

3,197,080

3,329,183

3,329,183

3,329,183
Capital surplus 623,721
623,721

628,858

1,868,661

1,868,661

1,868,661
Retained earnings Before distribution 8,288,626
8,503,506

10,526,386

12,297,677

15,458,911

16,782,833
After distribution 6,754,294
7,288,827

8,608,138

9,967,249

(Note)

(Note)
Other equity (237,192)
(423,554)

(832,393)

(756,891)

(903,909)

(352,006)
Treasurystocks -
-

-

-

-

-
Non-controllinginterests 11,833
14,593

16,638

16,879

21,041

23,456
Total equity Before distribution 11,883,512
11,914,790

13,536,569

16,755,509

19,773,887

21,652,127
After distribution 10,349,180
10,700,111

11,618,321

14,425,081

(Note)

(Note)

Note: The distribution of 2021 earnings is subject to the approval at the upcoming 2022 Annual General Shareholders’ Meeting.

  • 75 -

1.1.2. Condensed Consolidated Statements of Comprehensive Income

Unit: NT$ thousands, except earnings per share

Year
Item
2017 2018 2019 2020 2021 31 Mar 2022
Operatingrevenues 23,609,983 22,890,928 24,865,522 27,200,786 38,500,026 9,918,460
Grossprofit 5,827,978 4,576,250 6,100,303 7,040,029 10,068,554 2,477,846
Operatingincome(losses) 4,006,558 2,755,333 4,079,550 4,683,451 6,922,620 1,650,992
Non-operatingincome(expenses) 21,894 71,537 124,276 160,112 (10,724) 17,475
Income before tax 4,028,452 2,826,870 4,203,826 4,843,563 6,911,896 1,668,467
Income from continuingoperations 4,028,452 2,826,870 4,203,826 4,843,563 6,911,896 1,668,467
Loss from discontinued operations - - - - - -
Net income 2,795,176 1,754,433 3,245,301 3,694,270 5,500,157 1,325,520
Other comprehensive income, net (108,679) (188,823) (412,750) 76,198 (148,742) 552,720
Total comprehensive income 2,686,497 1,565,610 2,832,551 3,770,468 5,351,415 1,878,240
Net income attributable to the owner of the
Company
2,790,957 1,751,378 3,240,845 3,688,999 5,493,218 1,323,922
Net income attributable to non-controlling
interests
4,219 3,055 4,456 5,271 6,939 1,598
Total comprehensive income attributable to
the owner of the Company
2,682,420 1,562,850 2,828,721 3,765,041 5,344,644 1,875,825
Total comprehensive income attributable to
non-controllinginterests
4,077 2,760 3,830 5,427 6,771 2,415
Earningsper share(NT$/share) 8.74 5.48 10.14 11.33 16.50 3.98
  • 76 -

1.2. Condensed Balance Sheet and Statements of Comprehensive Income – IFRS (Stand-alone basis)

1.2.1. Condensed Stand-Alone Balance Sheet - IFRS

Unit: NT$ thousands

Unit: NT$ thousa
Year
Item
2017 2018 2019 2020 2021
Current assets 4,517,524 3,414,869 4,518,871 4,816,937 6,066,071
Property,plant and equipment 2,141,028 2,126,016 2,015,030 2,007,189 1,957,319
Intangible assets 2,795 4,160 5,844 18,019 41,094
Other assets 9,792,430 12,139,006 13,722,965 15,084,715 18,221,193
Total assets 16,453,777 17,684,051 20,262,710 21,926,860 26,285,677
Current liabilities Before distribution 2,616,366 2,939,988 5,441,993 3,968,647 4,938,265
After distribution 4,150,698 4,154,667 7,360,241 6,299,075 (Note)
Non-current liabilities 1,965,732 2,843,866 1,300,786 1,219,583 1,594,566
Total liabilities Before distribution 4,582,098 5,783,854 6,742,779 5,188,230 6,532,831
After distribution 6,116,430 6,998,533 8,661,027 7,518,658 (Note)
Equityattributable to owners of the Company 11,871,679 11,900,197 13,519,931 16,738,630 19,752,846
Common stock 3,196,524 3,196,524 3,197,080 3,329,183 3,329,183
Capital surplus 623,721 623,721 628,858 1,868,661 1,868,661
Retained earnings Before distribution 8,288,626 8,503,506 10,526,386 12,297,677 15,458,911
After distribution 6,754,294 7,288,827 8,608,138 9,967,249 (Note)
Other equity (237,192) (423,554) (832,393) (756,891) (903,909)
Treasurystocks - - - - -
Non-controllinginterests - - - - -
Total equity Before distribution 11,871,679 11,900,197 13,519,931 16,738,630 19,752,846
After distribution 10,337,347 10,685,518 11,601,683 14,408,202 (Note)

Note: The distribution of 2021 earnings is subject to the approval at the upcoming 2022 Annual General Shareholders’ Meeting.

  • 77 -

1.2.2. Condensed Stand-Alone Statements of Comprehensive Income - IFRS

Unit: NT$ thousands, except earnings per share

Year
Item
2017 2018 2019 2020 2021
Operatingrevenues 6,181,352 6,221,721 7,186,702 6,930,636 9,189,939
Grossprofit 1,009,314 740,996 1,316,362 1,368,523 2,085,543
Operatingincome(losses) 380,576 185,173 591,708 383,753 739,685
Non-operatingincome(expenses) 3,079,457 2,233,339 3,062,813 3,800,791 5,312,153
Income before tax 3,460,033 2,418,512 3,654,521 4,184,544 6,051,838
Income from continuingoperations 3,460,033 2,418,512 3,654,521 4,184,544 6,051,838
Loss from discontinued operations - - - - -
Net income 2,790,957 1,751,378 3,240,845 3,688,999 5,493,218
Other comprehensive income, net (108,537) (188,528) (412,124) 76,042 (148,574)
Total comprehensive income 2,682,420 1,562,850 2,828,721 3,765,041 5,344,644
Earningsper share(NT$/share) 8.74 5.48 10.14 11.33 16.50

1.3. Names and Opinions of Independent Auditors in Recent Five Years

Year Name of CPA Auditingopinion
2017 Calvin C. Y. Chiang& Celia Chen Unqualified opinion
2018 Calvin C. Y. Chiang& Yi-Chun,Chen Unqualified opinion
2019 Calvin C. Y. Chiang& Yi-Chun,Chen Unqualified opinion
2020 Yi-Chun,Chen & Calvin C. Y. Chiang Unqualified opinion
2021 Yi-Chun,Chen & Calvin C. Y. Chiang Unqualified opinion

Should the CPA change in recent five years, the reason for such change: Due to the internal job rotation of the auditing firm KPMG, the CPA changed in year 2017 and year 2018.

  • 78 -

2. Financial Ratio Analysis for Recent Five Years

2.1. Financial Ratio Analysis (consolidated)

Item Year 2017 2018 2019 2020 2021 31 Mar 22
Financial
structure
Ratio of liabilities to assets (%) 42.87 45.75 47.34 39.85 45.92 45.93
Ratio of long-term capital to property, plant and
equipment(%)
275.20 274.84 242.24 265.38 247.13 219.36
Liquidity
analysis
Current ratio (%) 222.84 225.40 182.47 203.55 178.41 173.94
Quick ratio (%) 186.10 194.72 154.33 165.04 140.68 139.44
Interest coverage ratio (times) 116.61 86.89 90.31 80.76 91.56 53.45
Operating
ability
Receivables turnover (times) 3.09 3.03 2.96 2.84 3.32 2.98
Average collection period (days) 118.12 120.46 123.31 128.52 109.93 122.48
Inventory turnover (times) 7.57 7.63 7.34 6.10 6.20 5.44
Payables turnover (times) 3.48 3.62 3.53 3.50 4.07 3.72
Averages sales days (days) 48.21 47.83 49.72 59.83 58.87 67.09
Property, plant and equipment turnover (times) 4.92 4.64 4.24 4.16 4.55 3.88
Total assets turnover (times) 1.14 1.04 0.97 0.98 1.05 0.99
Profitability
analysis
Return on total assets (%) 14.11 8.33 13.77 13.98 17.26 3.53
Return on shareholders’ equity (%) 24.96 14.74 25.50 24.39 30.11 6.40
Ratio of pre-tax income to paid-in capital (%) 126.03 88.44 131.49 145.49 207.62 50.12
Ratio of net income to sales (%) 11.84 7.66 13.05 13.58 14.29 13.36
Earnings per share (NT$/share) 8.74 5.48 10.14 11.33 16.50 3.98
Cash flow Cash flow ratio (%) 44.05 28.97 23.89 36.59 27.76 11.31
Cash flow adequacy ratio (%) 144.58 139.30 120.47 92.09 78.25 75.25
Cash reinvestment ratio (%) 8.06 2.71 5.91 6.62 6.03 5.89
Leverage Operating leverage 1.63 1.98 1.78 1.81 1.73 1.80
Financial leverage 1.01 1.01 1.01 1.01 1.01 1.02
  • 79 -

2.2. Financial Ratio Analysis (Stand-Alone)

Item Year 2017 2018 2019 2020 2021
Financial
Structure
Ratio of liabilities to assets (%) 27.85 32.71 33.28 23.66 24.85
Ratio of long-term capital to property, plant and
equipment(%)
616.67 637.49 676.30 849.31 1,046.71
Liquidity
Analysis
Current ratio (%) 172.66 116.15 83.04 121.37 122.84
Quick ratio (%) 146.45 94.41 68.19 94.10 98.41
Interest coverage ratio (times) 101.58 79.86 96.85 181.48 670.38
Operating
Ability
Receivables turnover (times) 3.01 2.85 2.95 2.87 3.65
Average collection period (days) 121.26 128.07 123.72 127.17 100.00
Inventory turnover (times) 8.08 8.12 8.12 5.88 6.21
Payables turnover (times) 3.51 3.45 3.36 3.14 3.66
Averages sales days (days) 45.17 44.95 44.95 62.07 58.77
Property, plant and equipment turnover (times) 2.89 2.93 3.57 3.45 4.70
Total assets turnover (times) 0.38 0.35 0.35 0.32 0.35
Profitability
Analysis
Return on total assets (%) 18.10 10.40 17.24 17.58 22.82
Return on shareholders’ equity (%) 24.95 14.73 25.50 24.38 30.11
Ratio of pre-tax income to paid-in capital (%) 108.24 75.66 114.31 125.69 181.78
Ratio of net income to sales (%) 45.15 28.15 45.10 53.23 59.77
Earnings per share (NT$/share) 8.74 5.48 10.14 11.33 16.50
Cash Flow Cash flow ratio (%) 101.49 -11.07 34.96 80.04 49.09
Cash flow adequacy ratio (%) 108.00 79.74 86.83 86.05 84.08
Cash reinvestment ratio (%) 7.11 -10.77 3.96 6.09 0.39
Leverage Operating leverage 3.82 6.61 3.08 5.07 3.67
Financial leverage 1.10 1.20 1.07 1.06 1.01
  • 80 -

The Formula used for the Calculation of Numbers in the Table Above:

1. Financial Structure

  • (1) Liabilities to assets ratio = Total liabilities / Total assets

  • (2) Long-term capital to property, plant and equipment ratio = (Net shareholders' equity + Long-term liabilities) / Net value of property, plant and equipment

2. Liquidity Analysis

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

  • (2) Quick ratio = (Current assets - Inventory - Prepaid expenses) / Current liabilities

  • (3) Interest coverage ratio = Net income before income tax and interest expenses / Interest expenses

3. Operating Ability

  • (1) Receivables turnover (including accounts and notes receivable) = Net sales / Average receivables (including accounts and notes receivable)

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

  • (3) Inventory turnover = Costs of goods sold / Average inventory

  • (4) Average sales days = 365 / Inventory turnover

  • (5) Payables turnover (including accounts and notes payable) = Costs of goods sold / Average payables (including accounts and notes payable)

  • (6) Property, plant and equipment turnover ratio = Net sales / Net value of property, plant and equipment

  • (7) Total assets turnover ratio = Net sales / Total assets

4. Profitability Analysis

  • (1) Return on assets = [Net income +Interest expenses × (1-Tax rate)] / Average total assets

  • (2) Return on shareholders' equity =Net income / Average shareholders' equity

  • (3) Net income to sales ratio = Net income / Net sales

  • (4) Earnings per share = (Net income attributable to owner of the Company - Preferred stock dividend) / Weighted average number of outstanding shares

5. Cash Flow

  • (1) Cash flow ratio = Cash flows from operating activities / Current liabilities

  • (2) Cash flow adequacy ratio = Net cash flow from operating activities for the past 5 years / (Capital expenditures + Increase in inventory + Cash dividends) for the past 5 years

  • (3) Cash reinvestment ratio = (Net cash flow from operating activities - Cash dividends) / (Gross value of property, plant and equipment + Long-term Investment + Other noncurrent assets + Working capital)

6. Leverage

  • (1) Operating leverage = (Net sales - Variable operating costs and expenses) / Operating income

  • (2) Financial leverage = Operating income / (Operating income-Interest expenses)

  • 81 -

3. Review Report of the Audit Committee

To the 2022 General Shareholders’ Meeting of Elite Material Co., Ltd.,

In accordance with Article 219 of the Company Act, we have examined the Business Report, the Resolution for Allocation of Surplus Profit, the Financial Statements submitted by the Board of Directors for the year ending 2021 which had been audited by independent auditors, Ms. Chen, YiChun and Mr. Calvin C. Y. Chiang of KPMG, and the auditing report signed by the said independent auditors, and found them in order. We thereby submit the report.

==> picture [170 x 67] intentionally omitted <==

Convener of the Audit Committee of Elite Material Co., Ltd.

23 February 2022

4. Year 2021 Stand-Alone Financial Report:

  • Please refer to ANNEX I

5. Year 2021 Consolidated Financial Report Reviewed and Attested by CPA: Please refer to ANNEX II

6. Impact of the Financial Distress Occurred to the Company and Affiliates in Recent Years until the Annual Report Being Published:

  • None

  • 82 -

VII. REVIEW AND ANALYSIS OF THE FINANCIAL CONDITION, PERFORMANCE, AND RISK MANAGEMENT

1. Review and Analysis of Financial Condition

Unit: NT$ thousands

Year
Item
2021 2020 Difference Difference
Dollar Amount %
Current asset 25,843,744 19,568,557 6,275,187 32.07
Property,plant and equipment 8,468,582 6,531,008 1,937,574 29.67
Intangible assets 669,410 671,900 (2,490) (0.37)
Other assets 1,583,325 1,085,341 497,984 45.88
Total assets 36,565,061 27,856,806 8,708,255 31.26
Current liabilities 14,485,232 9,613,785 4,871,447 50.67
Non-current liabilities 2,305,942 1,487,512 818,430 55.02
Total liabilities 16,791,174 11,101,297 5,689,877 51.25
Common stock 3,329,183 3,329,183 0 0.00
Capital surplus 1,868,661 1,868,661 0 0.00
Retained earnings 15,458,911 12,297,677 3,161,234 25.71
Other equities (903,909) (756,891) (147,018) 19.42
Non-controllinginterests 21,041 16,879 4,162 24.66
Total equities 19,773,887 16,755,509 3,018,378 18.01
Analysis of variations between two years (should the variation exceed 20% of the numbers in previous year and the dollar amount difference exceed
NT$10 millions):
1.
Current assets: This was mainly due to the increase in revenue for the current period compared to the same period last year, resulting in a
relative increase in accounts receivable.
2.
Property, plant and equipment: The main reason is due to the expansion and relocation of the factory compared with the same period last
year.
3.
Other assets: This is due to the higher amount of assets acquired by EMD and Kunshan in the current period.
4.
Current liabilities: The main reason is that the revenue of the current period increased compared with the same period last year, so that the
amount payable increased, and because of the relocation of the factory, the expansion of the factory, etc., so that the capital demand increased
compared with the same period last year, so the new borrowing responded to the capital demand.
5.
Non-current liabilities: Mainly due to the increase in revenue in the current period compared with the same period last year and the demand
for relocation and expansion of factories, the demand for funds increased compared with the same period last year, so the new borrowing
was caused by the demand for funds and the pre-receipt of government subsidies for the relocation of the factory in Kunshan.
6.
Retained earnings: This was mainly due to the company's continuously making profits.
7.
Non-controlling interests: This was mainly due to the increase in profits of the Greater Shanghai company compared with the same period
lastyear.
  • 83 -

2. Review and Analysis of Financial Performance

Unit: NT$ thousands

Year
Item
2021 2020 Difference Difference
Dollar Amount %
Operatingrevenues – net 38,500,026 27,200,786 11,299,240 41.54
Cost ofgoods sold 28,431,472 20,160,757 8,270,715 41.02
Grossprofit 10,068,554 7,040,029 3,028,525 43.02
Operatingexpenses 3,145,934 2,356,578 789,356 33.50
Operating profit(losses) 6,922,620 4,683,451 2,239,169 47.81
Non-operating gain(expenses) (10,724) 160,112 (170,836) (106.70)
Pre-taxprofit from continuingoperation 6,911,896 4,843,563 2,068,333 42.70
Net income(losses) 5,500,157 3,694,270 1,805,887 48.88
Other comprehensive income – net (148,742) 76,198 (224,940) (295.20)
Total comprehensive income 5,351,415 3,770,468 1,580,947 41.93
Net income attributable to the owner of the Company 5,493,218 3,688,999 1,804,219 48.91
Net income attributable to non-controlling interests 6,939 5,271 1,668 31.64
Total comprehensive income attributable to the owner
of the Company
5,344,644 3,765,041 1,579,603 41.95
Total comprehensive income attributable to non-
controllinginterests
6,771 5,427 1,344 24.77
Analysis of variations between two years (should the variation exceed 20% of the numbers in previous year and the dollar amount difference exceed
NT$10 millions):
The main reason is due to the rise of applications such as 5G communication and high-performance computing, the demand for semiconductor
industrial has increased, which has led to the growth of the number and price of high-end substrate laminate material , so that the company's
business scale andprofit havegrown.
  • 84 -

3. Review and Analysis of Cash Flow

3.1. Liquidity Analysis in Recent Two Years

Unit: NT$ thousands

Year
Item
Year
Item
Year
Item
2021 2021 2020 2020 Difference Difference Difference
Dollar amount %
Cash Flows from OperatingActivities 4,021,522 3,517,212 504,310 14.34
Cash Flows from InvestingActivities 2,618,127 1,959,127 659,000 33.64
Cash Flows from FinancingActivities 419,758 2,113,193 (1,693,435) (80.14)
Analysis of variations between two years (should the variation exceed 20% of the numbers in previous year and the dollar):
1.
Cash flows from investing activities: Net outflow is due to the capacity expansion and factory reallocation.
2.
Cash flows from financingactivities: Net outflow is due to the issuance of dividends.
3.2. Liquidity Analysis for the Coming One Year
Cash and Cash
Equivalents –
beginning balance
Cash Flows from
Operating
Activities
Cash Flows from
Investing and
Financing
Activities
Cash and Cash
Equivalents –
Ending Balance
Remedy Plans for Negative Balance of
Cash and Cash Equivalents
Investment Plan Financing Plan
6,642,069 5,319,386 (3,249,766) 8,711,689 - -
  • 3.2.1. Liquidity analysis for 2021:

  • A. Operating activity: Cash net inflow from operating activities is expected to derive mainly from the cash payment from accounts receivables made by customers.

  • B. Investment activity: It is expected that the investing activity will lead a net cash outflow, as the company plans to increase the acquisition of property, plant, and equipment.

  • C. Financing activities: It is expected that the dividends paid will result in a net cash outflow from financing activities.

  • 3.2.2. Remedy plans for negative balance of cash and cash equivalents:

It is expected that the ending balance of cash and cash equivalents will be positive in the coming year.

4. Major Capital Expenditures in Recent Years and Impacts on Financial and Operational Situations:

In recent years, benefiting from the rise of applications such as 5G communication and high-efficiency computing, with the continuous growth of server and high-end exchanger material shipments and the increase in demand for semiconductor industrial structure, the demand for high-end carrier boards has been driven at the same time, so the company's subsidiary, EMC (Huangshi) Co., Ltd., has expanded its production capacity in the Huangshi factory to meet the growth needs of the company's operations, and the project price is RMB 268 million, which will be contracted according to the company's construction schedule, which has a positive impact on future financial business.

5. Investment Policies in Recent Years

5.1. Investment Policies

“Procedures in Controlling Investment Cycle of the Internal Control System”, “Procedures for Handling the Related Party Transaction”, “Procedures for Monitoring the Operation of Subsidiaries”, and “Procedures for Acquisition

  • 85 -

and Disposition of Assets” are major standards for the Company to manage and monitor the performance of subsidiaries. Each subsidiary is also required to submit its financial information and operating data to the Company, allowing the Parent Company to closely know the financial and operating situation of each subsidiary in time. In addition, the Audit Office of the Company from time to time perform due diligence on each subsidiary, and the audit report will be subsequently submitted to the Board of Directors, assisting the board members to follow and monitor the operating situation of subsidiaries.

5.2. Reasons for Profit/Loss in Recent Years and Plans for Improvement

Unit: NT$ thousands

Unit: NT$ thousands
Investee Investment Income
Recognized in 2021
Percentage
Holding
Reasons for Profit/Loss Improvement
Plans
Other Investment
Plans in the Future
EMC Overseas Holding
Incorporated
5,243,183 100.00% Operating normally, no loss
occurred.
NA NA
Grand Wuhan Incorporated 95,217 100.00% Operating normally, no loss
occurred.
NA NA
EMC International
Holding Incorporated
26,847 100.00% Operating normally. NA NA

5.3. Investment Plan over the Coming One Year:

None.

6. Sources of Risks and Management

6.1. Impacts from fluctuations of interest rate and currency exchange rate and inflation on the Company in recent years, and measures the Company undertake to manage the risks

6.1.1. Interest Rate

The Company's borrowings were on the basis of floating interest rate. The Company is not involved in the situation of changing floating interest rate into fixed rate with interest rate swap agreement. The Company periodically assessed the borrowing rates of the banks and every currency to make provisions for interest-changed rate risk. In addition, the Company creates favorable relationship with banks to get lower financial costs from borrowings in order for it to strengthen its working capital to lower its dependency on bank borrowings, as well as situation of changing floating interest rate and scatter interest-changed rate risk.

6.1.2. Foreign Currency Exchange Rate

The Company is exposed to currency risk on sales, purchases, and borrowings that are denominated in a currency other than the respective functional currencies of each entity owned by the Company, primarily the New Taiwan Dollar (TWD), US Dollar (USD), and China Yuan (CNY). Besides, the Company uses natural hedging principle to hedge by controlling the net amount of each currency of the Company in accordance with the condition of the exchange rate market. The Company hedges the currency risk with forward foreign currency whose mature date is in a year from report date.

The interest is denominated in the currency used in the borrowings. Generally, borrowings are denominated in currencies that match the cash flows generated by the underlying operations of the Company, primarily the TWD, USD, and CNY. This provides an economic hedge without derivatives being entered into, and therefore, hedge accounting is not applied in these circumstances.

  • 86 -

In respect of other monetary assets and liabilities denominated in foreign currencies, the Company ensures that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances.

  • 6.1.3. Inflation and Inflationary Expectations

The Company’s profit/loss was little affected by the inflation and inflationary expectations.

6.2. Major reasons for transaction policies, gain or loss from engaging in high-risk and hyper-leveraged investments, fund lending to others, endorsement/ guarantee and derivatives and correspondent procedures

The Company and subsidiaries did not engage in any high-risk or hyper-leveraged investments. The trading of derivative products is to hedge the risks from fluctuations stemming from our exposure to interest and currency exchange rates. Under this policy, all positions of derivative products are covered by physical holdings of assets and liabilities owned by the Company and subsidiaries; in other words, these positions are not naked positions. Therefore, the risks of trading derivatives are minimized and can be effectively controlled. Gains or losses, if occurred, often resulting from reasons such as investment horizon miss-matches, are therefore, little and negligible. The Company and subsidiaries will maintain this policy, and will not proactively engage in naked positions of highrisk or hyper-leveraged derivative products. All trading of derivative products will be managed in accordance with the “Procedures for Acquisition and Disposition of Assets”, “Procedures of Capital Lending to Others”, “Procedures of Endorsements and Guarantees”, and “Procedures for Handling Transactions of Derivative Products” approved by the Board of Directors and Shareholders’ Meeting.

6.3. R&D Plans and Estimated Expenses in Coming Years

The Company believes that eco-friendly material is an irreversible trend in the laminate industry. Therefore, the R&D plans in the future will continue to focus on the development of eco-friendly materials.

Products and Items under R&D Expected R&D
Expenditure
Expected Time for
Commercial Operation
and Promotion
Major Factors
Affect the R&D
Results
High frequency mmWave material for
autonomous drivingvehicle.
NT$850,000Thousand
Dollars
The 4thQuarter of 2022 Qualifications
obtained for each
product and the
market demand
High voltage material adopted byEV.
Low loss substrate material adopted
byhigh end AIPpackage.
Thermally conductive high-speed
transmission of environmental
friendlysubstrates

6.4. Impacts and responses of the company in regard to material changes of policies and regulations in Taiwan and foreign countries

The management team closely monitors and evaluates the changes and impacts of policies and regulations in domestic and overseas markets on the Company. Responsive measures will be planned and implemented accordingly.

6.5. Technology Developments and Impacts on the Company

  • 87 -

The company and subsidiaries pay closely attention to the changes of technology about the relevant industries, and assign dedicated person or team to monitor and evaluate their impact on the financial and operational situation of the Company and subsidiaries. In recent years till the publishing of the annual report, the impact from technology developments on the Company is neither adverse nor material.

6.6. Changes of Corporate Image and Impacts on the Company's Crisis Management:

None

6.7. Expected Benefits and Risks from Mergers and Acquisitions:

  • None

6.8. Expected Benefits and Risks from Plant Expansion:

In response to the growth needs of the company's group operation, the board of directors resolved on October 30, 2020 to increase the production capacity of the second phase of EMC (Huangshi) Co., Ltd., and it is expected that the monthly production capacity will reach 900,000 sheets per month by the second quarter of 2022. At present, the 5G industry has driven the growth of the downstream PCB industry, and this expansion project will help the company's business promotion.

6.9. Risks from concentration in supply and sales and measures the Company undertake:

Products of the company and subsidiaries have varieties of functions, and were sold to a diversified customer base. The Company also maintains a solid and consistent relationship with a diversified list of vendors. Risks from concentration in supply and sales are negligible.

  • 6.10. Impacts and risks from changes in Directors, Supervisors and shareholders with greater than 10% shareholding or their selling of a large number of shares in recent years until the annual report being published:

None

  • 6.11. Impact and risks from change of ownership in recent year until the annual report being published: None

6.12. Litigations, Non-litigations, and Administrative Actions:

  • 6.12.1. Material Impacts on shareholders’ equity or share price from litigations, non-litigations or administrative actions in recent year until the annual report being published:

None

  • 6.12.2. Material Impacts on shareholders’ equity or share price from litigations, non-litigations or administrative actions in Directors, Supervisors, Chairman, President, shareholders with greater than 10% shareholding and subsidiaries in recent year until the annual report being published: None

  • 6.12.3. Violations of Article 157 of Stock Exchange Act Directors, Supervisors, Chairman, President, managers, and shareholders with greater than 10% shareholding and subsidiaries in recent year until the annual report being

  • 88 -

published: None

  • 6.13. Other major risks: None

7. Other Important Matters:

None

  • 89 -

VIII. SPECIAL DISCLOSURE

1. Affiliated Companies

1.1. Subsidiaries and Affiliated Companies in the Consolidated Financial Report

==> picture [483 x 288] intentionally omitted <==

1.2. Information of Subsidiaries and Affiliates

Company Name Date of
Incorporation
Address Paid-in Capital Major Business
Activities
EMC Overseas Holding
Inc.
July 1996 P.O. Box 957, Offshore Incorporations
Center, Road Town, Tortola, British
Virgin Islands
US$36,256,950 Investment
Grand Shanghai
Incorporated
May 1997 P.O. Box 957, Offshore Incorporations
Center, Road Town, Tortola, British
Virgin Islands
US$18,200,000 Trading business and
investment
Elite Electronic Material
(Kunshan) Co., Ltd.
Sep 1997 No. 368 Yubi Road, Zhoushi Town,
Kunshan City, Jiangsu Province, China
US$63,200,000 Production and sales
of CCLs and prepreg
Grand Zhuhai
Incorporated
April 2004 Scotia Center, 4thFloor, P.O. Box 2804,
George Town, Grand Cayman, Cayman
Islands
US$33,798,821 Trading business and
investment
Grand Zhongshan
Incorporated
May 2004 P.O. Box 957, Offshore Incorporations
Center, Road Town, Tortola, British
Virgin Islands
US$16,437,000 Trading business and
investment
Elite Electronic Material
(Zhongshan) Co., Ltd.
July 2004 No. 7, Technology Avenue, Huo-Ju
Development Zone, Zhongshan City,
GuangdongProvince,China
US$20,200,000 Production and sales
of CCLs and prepreg
  • 90 -
Grand Wuhan
Incorporated
Jan 2018 P.O. Box 31119, Grand Pavilion,
Hibiscus Way, 802 West Bay Road,
Grand Cayman, KY1-1205 Cayman
Islands
US$20,020,000 Trading business and
investment
Elite Electronic Material
(Huangshi) Co., Ltd.
Mar 2018 No. 189, Jingshan Avenue, Economic
and Technology Development Zone,
Huangshi City,Hubei Province,China
US$20,000,000 Production and sales
of CCLs and prepreg
EMC USA Holding
Incorporated
Nov 2021 P. O. Box 31119 Grand Pavilion,
Hibiscus Way, 802 West Bay Road,
Grand Cayman, KY1-1205 Cayman
Islands
- Investment
EMC Special
Application
Incorporated
Aug 2020 P. O. Box 31119 Grand Pavilion,
Hibiscus Way, 802 West Bay Road,
Grand Cayman, KY1-1205 Cayman
Islands
US26,255,000 Investment
EMD Specialty
Materials,LLC
Dec 2020 9433 Hyssop Drive Rancho
Cucamonga, CA 91730-USA
- Production and sales
of CCLs and prepreg

1.3. Companies presumed to have a relationship of control and subordination with Elite Material Co., Ltd. under Article 369-3 of the R.O.C. Company Act:

  • None

1.4. Industries Covered by the Business Operated by the Affiliates:

Please refer to the table mentioned above.

1.5. Information about the Directors, Supervisors, and Managers at Each Subsidiary and Affiliate:

Affiliate:
31 March 2021
Company Title Name or representative Registered shares owned
EMC Overseas Holding
Incorporated
Director Representative of Elite Material Co., Ltd.:
Dong, Ding-Yu
100%
Grand Zhuhai Incorporated Director Representative of EMC Overseas Holding
Incorporated:
Dong, Ding-Yu
100%
Grand Shanghai Incorporated Director Representative of Grand Zhuhai
Incorporated:
Dong, Ding-Yu
99.79%
Grand Zhongshan Incorporated Director Representative of Grand Zhuhai
Incorporated:
Dong, Ding-Yu
100%
Grand Wuhan Incorporated Director Representative of Elite Material Co., Ltd.:
Dong, Ding-Yu
100%
Elite Electronic Material
(Kunshan) Co., Ltd.
Director Representatives of Grand Shanghai
Incorporated:
Dong, Ding-Yu
Tsai, Fei-Liang
Yu, Randy
100%
President Guan, En-Xiang
Elite Electronic Material
(Zhongshan) Co., Ltd.
Director Representatives of Grand Zhongshan
Incorporated:
Dong, Ding-Yu
Tsai, Fei-Liang
Yu, Randy
100%
President Chang, Wen-Xing
  • 91 -
Elite Electronic Material
(Huangshi) Co., Ltd.
Director Representatives of Grand Wuhan
Incorporated:
Dong, Ding-Yu
Tsai, Fei-Liang
Yu, Randy
100%
EMC International Holding
Incorporated
Director Representative of Elite Material Co., Ltd.:
Dong, Ding-Yu
100%
EMC Special Application
Incorporated
Director Representative of EMC International
Holding Incorporated:
Dong, Ding-Yu
100%
EMD Specialty Materials,LLC President Brad Foster 100%

1.6. Operating Results of Each Subsidiary and Affiliate:

31 Dec 2021 / Unit: NT$ thousands

==> picture [483 x 329] intentionally omitted <==

1.7. Consolidated Financial Statements of Subsidiaries and Affiliates:

The affiliates that should be included in the combined financial statements of Elite Material Co., Ltd. as of and for the year ended 31 December 2018 in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” in the Republic of China (ROC) are the same as those already included in the consolidated financial report of Elite Material Co., Ltd. and its subsidiaries as of and for the year ended 31 December 2018. The consolidated financial report has been prepared under the International Accounting Standard 27 - “Consolidated and Separate Financial Statements.” The information required to be disclosed in the combined financial statements has already been disclosed in the consolidated financial report. Therefore, Elite Material Co. Ltd. and its subsidiaries do not prepare a separate set of combined financial statements.

  • 92 -

2. Private Placement in the Latest Year till the Publishing of the Annual Report:

  • None

3. The Company’s Shares Held or Disposed by Subsidiaries in the Latest Year till the Publishing of the Annual Report:

None

4. Other Supplementary Information:

None

5. Pursuant to the Article 36-3-2 of Security Exchange Act, event having material impact on shareholders' equity or share price in the latest year until the annual report being published

None

  • 93 -

ANNEX I

Year 2021 Stand-Alone Financial Reports Audited by CPA

  • 94 -

Stock Code:2383

ELITE MATERIAL CO., LTD.

PARENT COMPANY ONLY FINANCIAL STATEMENTS

With Independent Auditors’ Report For the Years Ended December 31, 2021 and 2020

Address: No.18, Datong 1st Rd., Guanyin Dist., Taoyuan City 328, Taiwan (R.O.C.) Telephone: (03)483-7937

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.

1

Table Of Contents

Contents
1.Cover Page
2.Table of Contents
3.Independent Auditors’ Report
4.Balance Sheets
5.Statements of Comprehensive Income
6.Statements of Changes in Equity
7.Statements of Cash Flows
8.Notes to the Financial Statements
(1) Organization and Business
(2) Approval Date and Procedures of the Financial Statements
(3) New Standards and Interpretations Adopted
(4) Significant Accounting Policies
(5) Major Sources of Accounting Assumptions, Judgments and Estimation
Uncertainty
(6) Summary of Major Accounts
(7) Related-Party Transactions
(8) Pledged Assets
(9) Significant Contingencies and Commitments
(10) Significant Catastrophic Losses
(11) Significant Subsequent Events
(12) Others
(13) Additional Disclosures
a) Information on significant transactions
b) Information on investees
c) Information on investment in Mainland China
d) Major shareholders
(14) Segment Information
9.Statements of Important Account
Page
1
2
3
4
5
6
7
8
8
8�9
9�19
20
20�42
43�45
45
45�46
46
46
46�47
47�51
51
52
52
53
54�66

2

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==> picture [169 x 20] intentionally omitted <==

KPMG

���110615���5�7�68�(��101��) ���� Tel + 886 2 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, ���� Fax + 886 2 8101 6667 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) ���� Web home.kpmg/tw

Independent Auditors’ Report

To the Board of Directors of ELITE MATERIAL CO., LTD.:

Opinion

We have audited the financial statements of ELITE MATERIAL CO., LTD.(“the Company”), which comprise the statement of financial position as of December 31, 2021 and 2020, and the statement of comprehensive income, changes in equity and cash flows for the years ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2021 and 2020, and its financial performance and its cash flows for the year ended December 31, 2021 and 2020 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.

1.Revenue recognition

Please refer to Note 4(n) "Revenue" and Note 6(o) "Revenue" of the consolidated financial statements.

Description of key audit matter:

The recognition of revenue is based on the fact that the Company has transferred all its ownership and the significant risk of its products to the customers. The judgment on the arrival date of the products involves uncertainty under the FOB destination which is stated in the sales contracts between the Company and the customers. The Company still needs to take the risk of the products before they are delivered to customers.

Therefore, the recognition of revenue was considered to be one of the key audit matters in the audit.

3

KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.

How the matter was addressed in our audit:

In relation to the key audit matter above, we have performed certain key audit procedures that included: assessing the accounting policies on the recognition timing of sales revenue and the appropriateness of related internal controls; testing the effectiveness of implementation of internal control ; performing cut-off test for recognition of revenue on the period before and after the reporting date to assess the rationality to the recognition timing of sales revenue.

2. Allowance for Inventory Valuation

Please refer to Note (4)(g) "Inventories" and Note (6)(d)” Inventories” of the consolidated financial statements.

Description of key audit matter:

The printed circuit board and other electronic components are the major products of the Company. Inventories have specific life cycle due to their attributes. Apart from this, the Company prepared certain amounts of security stock to meet the delivery date required by the customers. Inventories are stated at the lower of cost or net realizable value. Consequently, there may be situations that the net realizable value of inventory will exceed its cost. In addition, the Company would purchase the materials in advance for the expected sales orders. The cancellation or the change of orders, and the change of the material used or quantities of the material may lead to product obsolescence. Therefore, the recognition on allowance for inventory valuation and obsolescence loss was considered to be one of the key audit matters in the audit.

How the matter was addressed in our audit:

In relation to the key audit matter above, we have performed certain key audit procedures that included: assessing the allowance for loss due to price decline, obsolete, and slow moving inventories to determine whether policy of the Company is applied; selecting samples to examine their net realizable values to verify the accuracy and completeness of inventory aging report; reassessing the accuracy of allowance for inventory valuation and obsolescence loss according to the Company’ s accounting policy; performing a retrospective review to evaluate the completeness of disclosure for allowance for inventories.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretation as well as related guidance endorsed 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 financial statements, management is responsible for assessing the Company’ s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

3-1

Auditor’s Responsibilities for the Audit of the Financial Statements

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

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

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

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

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

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

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

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit.

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.

3-2

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements 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 Yi-Chun Chen and Chung-Yi Chiang.

KPMG

Taipei, Taiwan (Republic of China) Febuary 23, 2022

Notes to Readers

The accompanying parent company only financial statements are intended only to present the 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’ audit 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’ audit report and parent company only financial statements, the Chinese version shall prevail.

3-3

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

Balance Sheets

December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

2021.12.31
ASSETS
Amount
%
Current Assets:
1100
Cash and cash equivalents (Note (6)(a))
$ 1,292,713
5
1150
Notes receivable, net (Note (6)(b))
114,211
-
1170
Accounts receivable, net (Note (6)(b))
2,321,410
9
1181
Accounts receivable due from related parties (Notes (6)(b) and (7))
361,577
1
1200
Other receivables, net (Note (6)(c))
541,377
2
1210
Other receivables due from related parties, net (Notes (6)(c) and (7))
180,489
1
1310
Inventories (Note (6)(d))
1,206,273
5
1470
Other current assets
48,021
-
6,066,071
23
Non-Current Assets:
1550
Investments accounted for using equity method, net (Note (6)(e))
17,822,990
68
1600
Property, plant and equipment (Note (6)(f))
1,957,319
7
1780
Intangible assets
41,094
-
1840
Deferred tax assets (Note (6)(l))
238,729
1
1900
Other non-current assets
136,289
1
1920
Guarantee deposits paid
8,566
-
1975
Net defined benefit asset, non-current (Note (6)(k))
14,619
-
20,219,606
77
Total assets
$
26,285,677
100
2020.12.31
Amount
%
962,032
5
206,128
1
1,716,921
8
312,089
1
449,618
2
50,433
-
1,082,476
5
37,240
-
4,816,937
22
14,794,570
68
2,007,189
9
18,019
-
200,749
1
85,002
-
640
-
3,754
-
17,109,923
78
21,926,860
100
2021.12.31
LIABILITIES AND STOCKHOLDERS' EQUITY
Amount
%
Current Liabilities:
2100
Short-term borrowings (Note (6)(g))
$ 551,730
2
2110
Short-term notes payable (Note (6)(h))
199,820
1
2170
Accounts payable
2,204,281
8
2200
Other payables
1,212,340
5
2220
Other payables to related parties (Note (7))
453,010
2
2230
Current tax liabilities
147,095
1
2322
Long-term borrowings, current portion (Note (6)(i))
128,571
-
2399
Other current liabilities, others
41,418
-
4,938,265
19
Non-Current liabilities:
2540
Long-term borrowings (Note (6)(i))
721,429
3
2570
Deferred tax liabilities (Note(6)(l))
859,997
3
2645
Guarantee deposits received
13,140
-
1,594,566
6
Total liabilities
6,532,831
25
Equity (Note (6)(m)):
3100
Capital stock
3,329,183
13
3200
Capital surplus
1,868,661
7
Retained earnings:
3310
Legal reserve
2,403,968
9
3320
Special reserve
756,891
3
3351
Accumulated profit and loss
12,298,052
47
3400
Other equity interest
(903,909)
(4)
Total equity
19,752,846
75
Total liabilities and equity
$
26,285,677
100
2021.12.31 2020.12.31
Amount
%
399,607
2
-
-
1,675,322
8
850,721
4
420,724
2
94,813
-
500,000
2
27,460
-
3,968,647
18
300,000
2
910,910
4
8,673
-
1,219,583
6
5,188,230
24
3,329,183
15
1,868,661
8
2,035,014
9
832,393
4
9,430,270
43
(756,891)
(3)
16,738,630
76
21,926,860
100
Amount
%

The accompanying notes are an integral part of the financial statements.

4

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

Statements of Comprehensive Income

For the Years Ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

4000
Operating revenue (Note (6)(o) and Note (7))
5000
Operating costs (Note (6)(d) and Note (7))
Gross profit from operations
5910
Less: Unrealized profit from sales
5920
Add: Realized profit on from sales
Gross profit from operations
Operating expenses:
6100
Total selling expenses
6200
Total administrative expenses
6300
Total research and development expenses
6450
Expected credit loss
6300
Total operating expenses
Net operating income
Non-operating income and expenses:
7100
Total interest income (Note (6)(q))
7020
Other gains and losses, net (Note (6)(q))
7370
Share of profit of associates and joint ventures accounted for using equity method
7050
Finance costs (Note (6)(q))
Total non-operating income and expenses
Profit from continuing operations before tax
7950
Less: Income tax expenses (Note (6)(l))
Profit
8300
Other comprehensive income:
8310
Components of other comprehensive income that will not be reclassified to profit or
loss
8311
Losses on remeasurements of defined benefit plans
8316
Unrealized losses from investments in equity instruments measured at fair value
through other comprehensive income
8349
Income tax related to components of other comprehensive income that will not be
reclassified to profit or loss
Components of other comprehensive income that will not be reclassified to
profit or loss
8360
Components of other comprehensive income (loss) that will be reclassified to profit
or loss
8361
Exchange differences on translation of foreign financial statements
8399
Income tax related to components of other comprehensive income that will be
reclassified to profit or loss
Components of other comprehensive income that will be reclassified to profit
or loss
8300
Other comprehensive income, net
Total comprehensive income
Basic earnings per share (Note (6)(n))(dollars)
Diluted earnings per share (Note (6)(n))(dollars)
2021 %
100
(77)
23
-
-
23
(4)
(7)
(4)
-
(15)
8
-
-
58
-
58
66
(6)
60
-
-
-
-
(2)
-
(2)
(2)
58
16.50
16.46
2020
Amount
6,930,636
(5,562,113)
1,368,523
(4,051)
4,300
1,368,772
(256,032)
(473,491)
(255,430)
(66)
(985,019)
383,753
1,026
(15,223)
3,838,173
(23,185)
3,800,791
4,184,544
(495,545)
3,688,999
675
-
(135)
540
94,378
(18,876)
75,502
76,042
3,765,041
%
100
(80)
Amount
$ 9,189,939
(7,104,396)
2,085,543
(9,316)
4,051
2,080,278
(339,529)
(673,876)
(327,147)
(41)
(1,340,593)
739,685
920
(45,584)
5,365,858
(9,041)
5,312,153
6,051,838
(558,620)
5,493,218
(1,945)
(15,335)
389
(16,891)
(164,604)
32,921
(131,683)
(148,574)
$
5,344,644
$
$
20
-
-
20
(4)
(7)
(4)
-
(15)
5
-
-
55
-
55
60
(7)
53
-
-
-
-
1
-
1
1
54
11.33
11.07

The accompanying notes are an integral part of the financial statements.

5

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

Statements of Changes in Equity

For the Years Ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2020
Profit for the year ended December 31, 2020
Other comprehensive income for the year ended December 31, 2020
Total comprehensive income for the year ended December 31, 2020
Earnings distribution:
Legal reserve
Special reserve
Cash dividends on ordinary share
Conversion of convertible bonds
Balance at December 31, 2020
Profit for the year ended December 31, 2021
Other comprehensive income for the year ended December 31, 2021
Total comprehensive income for the year ended December 31, 2021
Earnings distribution:
Legal reserve
Special reserve reversal
Cash dividends on ordinary share
Balance at December 31, 2021
Share capital
Ordinary
Shares
$ 3,197,080
-
-
-
-
-
-
132,103
3,329,183
-
-
-
-
-
-
$
3,329,183
Capital
Surplus
628,858
-
-
-
-
-
-
1,239,803
1,868,661
-
-
-
-
-
-
1,868,661
Retained earnings Retained earnings Total other equity interest
Exchange
Differences on
Unrealised
gains (losses)
on equity
instruments at
fair value
Translation of
Foreign
Statements
through other
comprehensive
income
(831,955)
(438)
-
-
75,502
-
75,502
-
-
-
-
-
-
-
-
-
(756,453)
(438)
-
-
(131,683)
(15,335)
(131,683)
(15,335)
-
-
-
-
-
-
(888,136)
(15,773)
Total equity
13,519,931
3,688,999
76,042
3,765,041
-
-
(1,918,248)
1,371,906
16,738,630
5,493,218
(148,574)
5,344,644
-
-
(2,330,428)
19,752,846
Exchange
Differences on
Translation of
Foreign
Statements
(831,955)
-
75,502
75,502
-
-
-
-
(756,453)
-
(131,683)
(131,683)
-
-
-
(888,136)
Legal
Reserve
1,710,929
-
-
-
324,085
-
-
-
2,035,014
-
-
-
368,954
-
-
2,403,968
Special
Reserve
423,554
-
-
-
-
408,839
-
-
832,393
-
-
-
-
(75,502)
-
756,891
Unappropriated
Retained
Earnings
8,391,903
3,688,999
540
3,689,539

The accompanying notes are an integral part of the financial statements.

6

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

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 :
Depreciation expense
Amortization expense
Expected credit loss
Net gain on financial assets or liabilities at fair value through profit or loss
Interest expense
Interest income
Share of loss of subsidiaries,associates and joint ventures accounted for using equity method
Gain on disposal of property, plan and equipment
Amortized discounted corporate bonds payable-interest expense
Total adjustments to reconcile profit
Changes in operating assets and liabilities:
Changes in operating assets:
Notes receivable
Accounts receivable
Accounts receivable due from related parties
Other receivable
Inventories
Deferred revenues
Other current assets
Other assets
Total changes in operating assets
Changes in operating liabilities:
Accounts payable
Other payable
Other payable to related parties
Other current liabilities
Net defined benefit liability
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 (used in) operating activities
Cash flows from investing activities:
Acquisition of investments accounted for using equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
(Increase) decrease in refundable deposits
Acquisition of intangible assets
Net cash flows used in investing activities
Cash flows from financing activities:
(Decrease) increase in short-term loans
Decrease in short-term notes and bills payable
Proceeds from long-term debt
Repayments of long-term debt
Increase in guarantee deposits received
Cash dividends paid
Net cash flows used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
2021
$ 6,051,838
198,379
9,269
41
-
9,041
(920)
(5,365,858)
(338)
-
(5,150,386)
91,917
(604,530)
(49,488)
(221,869)
(123,797)
5,723
(16,481)
(51,287)
(969,812)
528,959
348,299
32,286
13,958
(12,810)
910,692
(59,120)
(5,209,506)
842,332
974
2,151,776
(9,151)
(561,921)
2,424,010
-
(135,259)
338
(2,226)
(32,344)
(169,491)
152,123
200,000
750,000
(700,000)
4,467
(2,330,428)
(1,923,838)
330,681
962,032
$
1,292,713
2020
4,184,544
191,491
5,095
66
(1,853)
9,145
(1,026)
(3,838,173)
(34)
14,040
(3,621,249)
1,084
153,281
208,954
83,596
(274,425)
3,667
6,663
(12,737)
170,083
(196,735)
179,667
(94,192)
8,113
(10,646)
(113,793)
56,290
(3,564,959)
619,585
960
3,327,861
(9,076)
(762,834)
3,176,496
(761,482)
(168,639)
34
(7)
(17,270)
(947,364)
(179,961)
(100,000)
950,000
(500,000)
857
(1,918,248)
(1,747,352)
481,780
480,252
962,032

The accompanying notes are an integral part of the financial statements.

7

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

Notes to the Financial Statements

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

(1) Organization and Business

ELITE MATERIAL CO., LTD. (the "Company") was incorporated on March 24, 1992 as a company limited by shares under the Company Act of the Republic of China (R.O.C.). The main operating activities are the manufacturing and selling of copper clad laminates, electronic-industrial specialty chemical and raw materials, work-in-process, and finished goods of electronic components. The manufacturing and selling of printed circuit board is the main source of sales revenue.

The Company's common shares were traded on the Taipei Exchange (TPEx) on December 26, 1996, and its shares were publicly listed and traded on the Taiwan Stock Exchange (TSE) on November 27, 1998. The Company's registered office is on No.18, Datong 1st Rd., Guanyin Dist., Taoyuan City 328, Taiwan (R.O.C.).

(2) Approval Date and Procedures of the Financial Statements

The Board of Directors approved and issued the financial statements on Febuary 23, 2022.

(5) New Standards 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 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”

The Company has initially adopted the following new amendments, which do not have a significant impact on its financial statements, from April 1, 2021:

  • �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”

8

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  • (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 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) Significant Accounting Policies

The significant accounting policies adopted in the financial statements are as follows. Except for those described individually.

  • (a) Statement of compliance

The financial statements have been prepared in accordance with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers (the Guidelines).

  • (b) Basis of preparation

  • Basis of measurement

The financial statements have been prepared on a historical cost basis except for the following material items in the statement of financial position:

  • 1) Financial assets and liabilities at fair value through profit or loss in fair value measurement;

  • 2) The net defined benefit liabilities (or assets) is recognized as the fair value of plan assets, net of aggregation of the present value of the defined benefit obligation, with a limit based on a defined benefit assets as disclosed in Note 4(o).

  • Functional and presentation currency

The functional currency of the Company is determined based on the primary economic environment in which the Company operates. The financial statements are presented in New Taiwan Dollars, which is the Company's functional currency. All financial information presented in New Taiwan Dollars has been rounded to the nearest thousand.

9

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  • (c) Foreign Currency

  • Foreign currency transaction

Transactions in foreign currencies are translated into the respective functional currencies of Company entities 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. Nonmonetary 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.

  1. 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 are translated into the presentation currency at the average exchange rate. Exchange differences are recognized in other comprehensive income.

When the Company disposes of any 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 interest. When the Company disposes of only part of investment in an associate of a 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 item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, Exchange differences arising from such items are considered to form part of a net investment in the foreign operation and are recognized in other comprehensive income, and presented in the translation reserve in equity.

  • (d) Assets and liabilities classified as current and non-current

An asset is classified as current under one of the following criteria, and all other assets are classified as non-current.

  1. It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;

  2. It is held primarily for the purpose of trading;

  3. It is expected to be realized within twelve months after the reporting period; or

  4. The asset is cash or a cash equivalent (as defined in IAS 7) 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.

10

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

An entity shall classify a liability as current when:

  1. It is expected to be settled in the normal operating cycle;

  2. It is held primarily for the purpose of trading;

  3. It is due to be settled within twelve months after the reporting period; or

  4. The Company 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.

  5. (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 are subject to an insignificant risk of changes in value. Time deposits which meet the above definition and are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes should be recognized 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.

  • 1.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.

  • 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 outstanding.

11

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

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) Impairment of financial assets

The Company recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, amortized costs, notes and accounts receivable, other receivable, guarantee deposit paid and other financial assets), debt investments measured at FVOCI and contract assets.

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 are 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 and analysis based on the Company’s historical experience and informed credit assessment as well as forward-looking information.

ECL are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls. The difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Company expects to receive. ECL 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 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;

  • �the lender of the borrow, 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.

12

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

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 when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. 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.

  • 3) Derecognition of financial assets

Financial assets are derecognized when the contractual rights of the cash inflow from the assets are terminated, or when the Company transfers substantially all the risks and rewards of ownership of the financial assets.

  1. Financial liabilities and equity instruments

  2. 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.

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.

Compound financial instruments issued by the Company comprise convertible notes that can be converted to share capital at the option of the holder when the number of shares to be issued is fixed.

The liability component of a compound financial instrument is recognized initially at the fair value of a similar liability that does not have an equity conversion option. The equity component is recognized initially at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest method. The equity component of a compound financial instrument is not re-measured subsequent to initial recognition.

Interest related to the financial liability is recognized in profit or loss, and included in nonoperating income and expenses.

On conversion, the financial liability is reclassified to equity, and no gain or loss is recognized.

13

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  • 2) 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.

3) Other financial liabilities

Subsequent to initial recognition, they are measured at amortized cost calculated using the effective interest method. Interest expense not capitalized as capital cost is recognized in profit or loss, and is included in the statement of comprehensive income.

  • 4) Derecognizing of financial liabilities

The Company derecognizes a financial liability when its contractual obligation has been discharged or cancelled or expires. The difference between the carrying amount of a financial liability removed and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss, and is included in the statement of comprehensive income.

  • 5) Financial guarantee contract

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with the original or modified terms of a debt instrument.

A financial guarantee contract not designated as at fair value through profit or loss issued by the Company is recognized initially at fair value plus any directly attributable transaction costs. After initial recognition, it is measured at the higher of (a) the contractual obligation amount determined in accordance with IAS 37, or (b) the amount initially recognized less, when appropriate, cumulative amortization recognized in accordance with IAS 18.

  • (g) Inventories

Inventories are measured at the lower of cost or net realizable value. The cost of inventories consists of all costs of purchase and other costs incurred in bringing them to their present location and condition. Inventory cost is calculated using the weighted-average-cost formula.

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 associates

Associates are those entities in which the Company has significant influence, but not control or joint control, over their financial and operating policies.

Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill arising from the acquisition, less any accumulated impairment losses.

14

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

The financial statements include the Company’s share of the profit or loss and other comprehensive income of those associates, after adjustments to align their accounting policies with those of the Company, from the date on which significant influence commences until the date on which significant influence ceases. The Company recognizes any changes, of its proportionate share in the investee within capital surplus, when an associate’s equity changes due to reasons other than profit and loss or comprehensive income, which did not result in changes in actual significant influence.

Gains and losses resulting from transactions between the Company and an associate are recognized only to the extent of undated Company's interests in the associate.

When the Company’s share of losses of an associated equals or exceeds its interests in an associate, it discounters recognizing its share of further losses. After the recognized interest is redact to zero. Additional losses are provided for and a liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate.

(i) Investment in subsidiaries

The subsidiaries in which the Company holds controlling interest are accounted for under equity method in the non-consolidated financial statements. Under equity method, the net income, other comprehensive income and equity in the non-consolidated financial statement are the same as those attributable to the owners of parent in the consolidated financial statements.

The changes in ownership of the subsidiaries are recognized as equity transaction.

  • (j) Property, plant, and equipment

  • 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.

  1. Subsequent expenditure

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.

  1. Depreciation

Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straightline basis over the estimated useful lives of each component of an item of property, plant and equipment.

Land is not depreciated.

15

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

1) Buildings 2 years~ 56 years
2) Machineries 3 years~ 19 years
3) Miscellaneous equipment 2 years~ 14 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

  • (k) Intangible assets

Software that is acquired by the Company is measured at cost less accumulated amortization and any accumulated impairment losses.

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognized in profit or loss as incurred.

The depreciable amount is the cost of an asset, or other amount substituted for cost, less its residual value.

Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, from the date that they are available for use. The estimated useful lives for the current and comparative periods are as follows:

  1. Softwares 1 years~10 years 2. Loyalties 9 years

Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

  • (l) Impairment – non financial assets

At each reporting date, the Company reviews the carrying amounts 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. Goodwill is tested annually for impairment.

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. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

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.

16

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

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 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.

The provision of sales discounts from defective products is recognized when selling. The provision is estimated and measured on related probabilities of historical experience data and all possible results.

(n) Revenue

1. 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.

1) Sale of goods-electronic components

The Company manufactures and sells electronic components to computer, automobile, and tele-communication manufacturers. The Company 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 Company has objective evidence that all criteria for acceptance have been satisfied.

The Company’s obligation to provide a refund for faulty products is recognized at the time of sale. Accumulated experience is used to estimate such returns at the time of sale. The amount estimated is recognized as a provision for warranty at reporting date.

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.

17

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  • (o) Employee benefits

  • Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided.

  1. 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 (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.

3. 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.

  • (p) 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 are recognized in profit or loss.

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.

18

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

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:

  1. 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;

  2. 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

  3. taxable temporary differences arising on the initial recognition of goodwill.

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:

  1. the Company has a legally enforceable right to set off current tax assets against current tax liabilities; and

  2. the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:

  3. 1) the same taxable entity; or

  4. 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.

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.

  • (q) Earnings per share

The Company discloses the Company's basic and diluted earnings per share attributable to ordinary equity holders. The basic earnings per share are calculated as the profit attributable to the ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding, after adjustment for the effects of all potential dilutive ordinary shares, such as convertible bonds.

  • (r) Operating segments

Please refer to the consolidated financial report of Elite Material Co., Ltd. for the years ended December 31, 2021 and 2020 for operating segments information.

19

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

(5) Major Sources of Accounting Assumptions, Judgments and Estimation Uncertainty

The preparation of the financial statements in conformity with the IFRSs endorsed by the FSC requires management to make 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 next period.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year is as follows:

(a) Valuation of inventories

As 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 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 inventories. Refer to note (6)(d) for further description of the valuation of inventories.

(6) Summary of Major Accounts

  • (a) Cash and cash equivalents
Cash and cash equivalents
Cash on hand
Savings accounts
Time deposits
2021.12.31
$ 375
994,218
298,120
$
1,292,713
2020.12.31
469
639,155
322,408
962,032

Please refer to Note 6(r) for the interest analysis of financial assets and liabilities.

  • (b) Notes and accounts receivable
Note receivables from operating activities
Trade receivables�measured as amortized cost
Less: Loss allowance
2021.12.31
$ 114,560
2,684,035
(1,397)
$
2,797,198
2020.12.31
206,477
2,030,017
(1,356)
2,235,138

20

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

The Company has assessed a portion of its trade receivables that was held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; therefore, such trade receivables were measured at fair value through other comprehensive income. In addition, trade receivables, which did not qualify to be measured at amortized costs and FVOCI, were measured at fair value through profit or loss.

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, trade 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 in Taiwan were determined as follows:

Current
1 to 30 days past due
31 to 120 days past due
More than 120 days past due
Current
1 to 30 days past due
31 to 120 days past due
2021.12.31
Gross carrying
amount
$ 2,771,496
19,567
7,532
-
$
2,798,595
Weighted-
average
0.04%
0.50%
1.00%
-
2020.12.31
Loss allowance
provision
1,224
98
75
-
1,397
Weighted-
average
0.06%
0.16%
0.68%
Loss allowance
provision
1,232
63
61
1,356

The movement in the allowance for notes and trade receivable was as follows:

The movement in the allowance for notes and trade receivable was as follows: was as follows:
Balance at January 1
Impairment losses recognized
Amounts written off
Balance at December 31
For the years ended December 31,
2021
$ 1,356
41
-
$
1,397
2020
1,392
66
(102
1,356

21

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  • (c) Other receivables
Other receivables
Other receivables
Other receivables due related parties, net
Less: Loss allowance
2021.12.31
$ 541,377
180,489
-
$
721,866
2020.12.31
449,618
50,433
-
500,051

Based on historical experience, the Company expects no credit losses by event of default from the aforementioned other receivables, therefore the expected credit loss rate is 0.

  • (d) Inventories
Materials
Work-in-process
Finished goods
Inventory in-transit
2021.12.31
$ 871,692
85,816
221,792
26,973
$
1,206,273
2020.12.31
708,831
117,952
247,652
8,041
1,082,476

As of December 31, 2021 and 2020, the details of operating cost were as follows:

Cost of goods sold
Loss on disposal of scrap
Losses on inventory valuation and obsolescence
Revenue from sales of scraps
2021
$ 7,148,110
6,366
2,932
(53,012)
$
7,104,396
2020
5,568,722
12,448
11,619
(30,676
5,562,113

As of December 31, 2021 and 2020, the Company's inventories were not pledged as collateral.

Losses on inventory valuation and obsolescence are due to obsolescence or out of use, which results in net realizable value being lower than historical cost. Therefore, it’s classified as operating cost.

  • (e) Investments accounted for using equity method
Investments accounted for using equity method
Subsidiaries
Associates
2021.12.31
$ 17,822,990
-
$
17,822,990
2020.12.31
14,794,570
-
14,794,570

Subsidiaries

Please refer to the consolidated financial statements of the year ended 2021.

22

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  • (f) Property, plant and equipment

The cost and depreciation of the property, plant and equipment of the Company for the years ended December 31, 2021 and 2020, were as follows:

Cost:
Balance at January 1, 2021
Additions
Disposals
Reclassification
Balance at December 31, 2021
Balance at January 1, 2020
Additions
Disposals
Reclassification
Balance at December 31, 2020
Depreciation:
Balance at January 1, 2021
Depreciation for the year
Disposals
Balance at December 31, 2021
Balance at January 1, 2020
Depreciation for the year
Disposals
Balance at December 31, 2020
Carrying amounts:
At December 31, 2021
At December 31, 2020
At January 1, 2020
Land
$ 470,621
-
-
-
$
470,621
$ 470,621
-
-
-
$
470,621
$ -
-
-
$
-
$ -
-
-
$
-
$
470,621
$
470,621
$
470,621
Buildings
866,836
-
(2,662)
10,819
874,993
860,706
-
-
6,130
866,836
415,240
34,613
(2,662)
447,191
380,872
34,368
-
415,240
427,802
451,596
479,834
Machinery
2,711,350
-
(43,078)
112,509
2,780,781
2,661,788
-
(20,704)
70,266
2,711,350
2,029,033
112,897
(43,078)
2,098,852
1,941,034
108,703
(20,704)
2,029,033
681,929
682,317
720,754
Other
equipment
710,845
-
(26,360)
74,520
759,005
698,169
-
(29,773)
42,449
710,845
475,301
50,869
(26,360)
499,810
456,654
48,420
(29,773)
475,301
259,195
235,544
241,515
Equipment
under
installation and
construction in
progress
167,111
148,509
-
(197,848)
117,772
102,306
183,650
-
(118,845)
167,111
-
-
-
-
-
-
-
-
117,772
167,111
102,306
Total
4,926,763
148,509
(72,100)
-
5,003,172
4,793,590
183,650
(50,477)
-
4,926,763
2,919,574
198,379
(72,100)
3,045,853
2,778,560
191,491
(50,477)
2,919,574
1,957,319
2,007,189
2,015,030

As of December 31, 2021 and 2020, the property, plant and equipment were not pledged as collateral for long-term debt and financing.

23

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  • (g) Short-term borrowings
Unsecured bank loans
Unused short-term credit lines
Range of interest rates
(h) Short-terms notes payable
Commercial paper payable
Less: discount unamortized
Net amount
Interest rate
(i)
Long-term borrowings
Unsecured bank loans
Less: current portion
Total
Unsecured credit
Range of interest rates
Due year
2021.12.31
$
551,730
$
3,666,707
0.49%~0.85%
2021.12.31
$ 200,000
(180)
$
199,820
0.58%~0.65%
2021.12.31
$ 850,000
(128,571)
$
721,429
$
4,650,000
0.80%~1.05%
2022~2024
2020.12.31
399,607
2,495,383
0.51%~0.90%
2020.12.31
-
-
-
-
2020.12.31
800,000
(500,000)
300,000
4,000,000
0.89%~1.25%
2021~2023

For the exposure information of the Company's rate foreign currency and current risk, please refer to Note (6)(r).

The Company signed a loan contract with the financial institution. According to the provisions of the contract, the Company’s financial statements must maintain specific current ratios, debt ratios, net tangible assets, and interest coverage ratios on the balance sheet date during the loan period. If such financial ratios breached specific conditions of the loan contract, they shall be improved by means of cash capital increase or other means in accordance with the agreement. As of December 31, 2021 and 2020, the Company did not violate any of the above financial ratio restrictions.

24

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

(j) Unsecured convertible bonds

Unsecured convertible bonds
Profit or loss revalued by fair value of Embedded derivative
instruments – call and put rights, included in financial assets
at fair value through profit or loss
Interest expense
For the years ended December 31,
2021
$
-
$
-
2020
1,853
14,040

The Company issued the fourth unsecured 5-year convertible bonds which bear no interest on May 16, 2017, with the maturity date on May 16, 2022. The total convertible corporate bonds issued amounted to TWD 1,500,000, with an effective interest rate of 1.80%. The Holders have the right to require the Company to redeem their convertible bonds in cash at an amount equal to the principal amount of the Bonds (with interest) at any time during the forty days after May 16, 2020. The conversion price of the convertible bonds were set based on the issued regulation. The fourth unsecured convertible bonds have been fully converted as of August 17, 2019.

(k) Employee benefits

1. Defined benefit plans

The Company determined the movement in the present value of the defined benefit obligations and fair value of plan assets as follows:

and fair value of plan assets as follows:
Present value of defined benefit obligation
Fair value of plan assets
Net defined benefit (assets) liabilities
2021.12.31
$ 99,666
(114,285)
$
(14,619)
2020.12.31
104,435
(108,189
(3,754)

The Company makes defines benefit plan contributions to the pension fund account at Bank of Taiwan that provides pensions for employees upon retirement. The plans (covered by the Labor Standards Law) entitle a retired employee to receive an annual payment based on years or service and average salary for the six months prior to retirement.

1) Composition of plan assets

The Company sets aside pension funds in accordance with the regulations of the Council of Labor Affairs, and the pension funds are managed by the Pension Supervisory Committee. 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 Management and Utilization of Labor Pension Funds regulations.

The Company’s Bank of Taiwan pension reserve account balance amounted to $114,285 at the end of the reporting period. The information used to calculate pension fund assets includes the asset allocation and yield of the fund. Please refer to the information published on the website of the Council of Labor Affairs and the Labor Pension Supervisory Committee.

25

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  • 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 obligation at January 1
Current service costs and interest
Remeasurement on the net defined benefit liabilities
�Actuarial losses (gains) arising from experience
adjustments
�Actuarial losses (gains) arising from changes in
financial assumptions
Benefit pay under the plan
Defined benefit obligation at December 31
2021
$ 104,435
1,209
599
2,657
(9,234)
$
99,666
2020
122,754
2,047
(3,455)
6,085
(22,996)
104,435
  • 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 on the net defined benefit liabilities
�Return on plan assets (excluding current interest)
Contribution paid by the employer
Benefit paid
Fair value of plan assets at December 31
2021
$ 108,189
707
1,311
13,312
(9,234)
$
114,285
2020
115,187
1,313
3,306
11,379
(22,996)
108,189
  • 4) Expenses recognized in profit or loss

The expenses recognized in profit or loss for the Company were as follows:

The expenses recognized in profit or loss for the
Compan
y were as follows:
Current service costs
Net interest of net defined benefit liabilities
2021
$ 563
(61)
$
502
2020
709
24
733

26

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

Operating costs
Selling expenses
Administrative expenses
Research and development expenses
2021
$ 357
21
80
44
$
502
2020
543
30
115
45
733
  • 5) Remeasurement on the net defined benefit liabilities recognized in other comprehensive income

The Company’ s remeasurement on the net defined benefit liabilities recognized in other comprehensive income as follows:

Cumulative amount at January 1
Recognized during the period
Cumulative amount at December 31
2021
$ 19,813
1,945
$
21,758
2020
20,488
(675)
19,813

6) Actuarial assumptions

The following are the Company’s principal actuarial assumptions of Present Value of defined benefit obligations:

Discount rate
Future salary increase rate
2021.12.31
2020.12.31
%
0.63
%
0.63
%
2.00
%
2.00

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 $13,534.

The weighted average lifetime of the defined benefits plan is 14.06 years.

7) Sensitivity analysis

When calculating the present value of the defined benefit obligations, the Company uses judgments and estimations to determine the actuarial assumptions, including discount rate and future salary changes, as of the financial statement date. Any changes in the actuarial assumptions may significantly impact the amount of the defined benefit obligations.

If the actuarial assumptions had changed, the impact on the present value of the defined benefit obligation shall be as follows:

December 31, 2021
Discount rate
Future salary increasing rate
Influences of defined
benefit obligations
Increased 0.25%
Decreased 0.25%
(2,760)
2,871
2,777
(2,685)

27

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

December 31, 2020
Discount rate
Future salary increasing rate
Influences of defined
benefit obligations
Increased 0.25%
Decreased 0.25%
(3,104)
3,233
3,128
(3,020)

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 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, respectively.

2. Defined contribution plans

The Company set aside 6% of the employees’ monthly wages to the Labor Pension personal accounts at the Bureau of the Labor Insurance in accordance with the provisions of the Labor Pension Act.

The Company set aside a fixed amount to the Bureau of the Labor Insurance without the payment of additional legal or constructive obligations.

For the years ended December 31, 2021 and 2020, the Company set aside $37,798 and $33,453, respectively, under the pension plan to the Bureau of the Labor Insurance.

(l) Income taxes (profits)

  • 1.Income tax expense recognized in profits or losses

The amount of income tax was as follows:

Current income tax expense:
Current period
Adjustment for prior periods
Deferred tax expense:
Origination and reversal of temporary differences
Income tax expense
2021
$ 634,473
(20,270)
614,203
(55,583)
$
558,620
2020
771,796
-
771,796
(276,251)
495,545

28

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

Income tax (expense) benefit recognized in other comprehensive income:

2021
Items that will not be reclassified subsequently to profit or
loss:
Actuarial losses and gains on defined benefit plans
$
389
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign financial
statements
$
32,921
The reconciliation of income tax and profit before tax was as follows:
2021
Profit excluding income tax
$
6,051,838
Income tax using the Company’s domestic tax rate
$ 1,210,368
Non-deductible expenses
13,368
Tax incentives
(3,140)
Deductible temporary differences
(694,989)
Prior (overestimate) underestimate
(20,270)
Undistributed earnings additional tax
53,283
Total
$
558,620
2020
(135)
(18,876)
2020
4,184,544
836,909
15,871
(9,998)
(376,556)
-
29,319
495,545

The reconciliation of income tax and profit before tax was as follows:

2.Deferred tax assets and liabilities

1) Unrecognized Deferred Tax Liabilities

For the years ended December 31, 2021 and 2020, deferred tax liabilities are not recognized for taxable temporary differences associated with investments in subsidiaries, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The relevant amounts are as follow:

Consolidated amount of taxable temporary differences
associated with investments in subsidiaries
Amounts are not recognized as deferred tax liabilities
2021.12.31
$
11,996,735
$
2,399,347
2020.12.31
8,521,793
1,704,359

29

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

2) Recognized deferred tax assets and liabilities

Changes in the amount of deferred tax assets and liabilities for 2021 and 2020 are as follows:

Deferred Tax Liabilities:
Balance at January 1, 2021
Debited (Credited) in income statement
Balance at December 31, 2021
Balance at January 1, 2020
Debited (Credited) in income statement
Balance at December 31, 2020
Deferred Tax Assets:
Balance at January 1, 2021
Debited (Credited) in income statement
Debited (Credited) in equity
Exchange differences on translation
of foreign operations
Balance at December 31, 2021
Balance at January 1, 2020
Debited (Credited) in income statement
Debited (Credited) in equity
Exchange differences on translation
of foreign operations
Balance at December 31, 2020
Unrealized gain on
investment income
Defined Benefit Plans
Total
$ (910,910)
-
(910,910)
52,295
(1,382)
50,913
$
(858,615)
(1,382)
(859,997)
$ (1,185,403)
-
(1,185,403)
274,493
-
274,493
$
(910,910)
-
(910,910)
Defined
Benefit
Plans
Current
provisions
Unrealized
losses on
inventories
Cumulative
translation
adjustment
Others
Total
$ 791
4,139
10,051
185,416
352
200,749
(1,180)
2,493
586
-
2,771
4,670
389
-
-
-
-
389
-
-
-
32,921
-
32,921
$
-
6,632
10,637
218,337
3,123
238,729
$ 3,055
2,749
7,727
204,292
179
218,002
(2,129)
1,390
2,324
-
173
1,758
(135)
-
-
-
-
(135)
-
-
-
(18,876)
-
(18,876)
$
791
4,139
10,051
185,416
352
200,749
  1. The Company’s tax returns for the years through 2019 were examined and approved by the Taipei National Tax Administration.

(m) Capital and other equity

1. Issuance of ordinary shares

As of December 31, 2021 and 2020, the total value of nominal ordinary shares amounted to $6,000,000 and $4,000,000. The par value of each share is $10. In total, there were 332,918 in thousands of ordinary shares, issued. All issued shares were paid up upon issuance.

30

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

Reconciliation of shares outstanding for the years ended December 31, 2021 and 2020 was as follows:

follows:
Balance at January 1
Conversion of convertible bonds
Balance at December 31
Ordinary shares
(in thousands of shares)
2021
332,918
-
332,918
2020
319,708
13,210
332,918

As of December 31, 2020, the convertible bonds were converted to 13,210 new ordinary shares of stock, which were issued at the amount of $1,425,400. The registration procedures were completed.

2. Capital surplus

The balance of additional paid-in capital was as follows:

Share capital
Premium from convertible bonds
2021.12.31
$ 95,627
1,773,034
$
1,868,661
2020.12.31
95,627
1,773,034
1,868,661

According the the R.O.C company Act, capital reserves can only be reclassified as share capital or be distributed as cash dividends after offsetting against losses. The aforementioned capital reserves include share premiums and donation gains. In accordance with the Securities Offering and Issuance Guidelines, the amount of capital reserves to be reclassified under share capital shall not exceed 10 percent of the actual share capital amount.

3. Retained earnings

The Company's article of incorporation stipulate that Company's net earnings should first be used to offset the prior years' deficits, if any, before paying any income taxes. Of the remaining balance, 10% is to be appropriated as legal reserve, and then any remaining profit together with any undistributed retained earnings shall be distributed according to the distribution plan proposed by the Board of Directors and submitted to the stockholders’ meeting for approval.

Taking into account the characteristics of industrial growth and stabilizing the financial structure of the Company, the Company will not distribute dividends when in deficit.

Under the policy of dividend distribution, the Company shall first take into consideration its future development, financial situation and shareholders' rewards, as well as its programs to meet its capital expenditure budget in determining the cash in need. After the aforementioned consideration, the Company will distribute the cash dividends to its shareholders. Cash dividends shall not be more than 20% of the total dividends.

31

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

Surplus distributed should be, on principle, 10% to 70% of distributable surplus. Distributable surplus is accounted for as profit, after setting aside reserves, plus, prior-year undistributed earnings. Any remaining profit shall be distributed according to the stockholders' meeting for approval.

1) Legal reserve

10 percent of net income should be set aside as statutory earnings reserve until it is equal to share capital. If the Company experienced profit for the year, the meeting of shareholders shall decide on the distribution of the statutory earnings reserve, either by new shares or by cash, of up to 25 percent of the actual share capital.

2) Special reserve

A portion of current-period earnings and undistributed prior-period earnings shall be reclassified as special earnings reserve during earnings distribution. The amount to be reclassified should equal the difference of the current-period total net reduction of other shareholders’ equity and the balance of the special reserve that mentioned in the previous paragraph. Similarly, a portion of undistributed prior period earnings shall be reclassified as 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, the special reserve of $75,502 was reversed and as of December 31, 2020, $408,839 was reclassified as special reserve.

3) Earnings distribution

The earnings distribution for 2020 and 2019 was decided by the general meeting of shareholders held on July 1, 2021, and June 18, 2020.

The relevant dividend distribution to shareholders is as follows:

Dividends distributed to
ordinary shareholders
Cash
2020 2020 2020 2019
Dividend
per Share
(TWD$)
Amount
5.76
1,918,248
2019
Dividend
per Share
(TWD$)
Amount
5.76
1,918,248
Dividend
per Share
(TWD$)
Amount Amount
$ 7.00 2,330,428 1,918,248

32

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

4. Other equity

Balance at January 1, 2021
Exchange difference on translation of foreign
financial statements
Unrealized gains (losses) from financial assets
measured at fair value through other
comprehensive income
Balance at December 31, 2021
Balance at January 1, 2020
Exchange difference on translation of foreign
financial statements
Balance at December 31, 2020
Foreign currency
translation
differences for
foreign operations
$ (756,453)
(131,683)
-
$
(888,136)
$ (831,955)
75,502
$
(756,453)
Unrealized gains
(losses) on equity
instruments at fair
value through other
comprehensive
income
(438)
-
(15,335)
(15,773)
(438)
-
(438)
Total
(756,891)
(131,683)
(15,335)
(903,909)
(832,393)
75,502
(756,891)

(n) Earnings per share

The Company calculated the basic and diluted EPS as follows:

1. Basic earnings per share

The calculation of basic earnings per share for the years ended December 31, 2021 and 2020, were based on the profit attributable to ordinary shareholders of the Company and the weighted-average number of ordinary shares outstanding, calculated as follows:

1) Profit attributable to ordinary shareholders

Profit attributable to ordinary shareholders of the
Company
2) Weighted-average number of ordinary shares
Issued ordinary shares at January 1
Effect of convertible notes
Weighted-average number of ordinary shares at
December 31
2021
$
5,493,218
2021
332,918
-
332,918
2020
3,688,999
2020
319,708
5,886
325,594

33

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

2. Diluted earnings per share

The calculation of diluted earnings per share for the years ended December 31, 2021 and 2020, were based on profit attributable to ordinary shareholders of the Company and the weightedaverage number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares, calculated as follows:

1) Profit attributable to ordinary shareholders of the Company (diluted)

Profit attributable to ordinary shareholders of the
Company (basic)
Convertible preference shares dividends
Profit attributable to ordinary shareholders of the
Company (diluted)
2021
$ 5,493,218
-
$
5,493,218
2020
3,688,999
9,749
3,698,748

2) Weighted-average number of ordinary shares (diluted)

Weighted-average number of ordinary shares (basic)
Effect of convertible bond
Effect of employee stock compensation
Weighted-average number of ordinary shares (diluted) at
December 31
2021
332,918
-
801
333,719
2020
325,594
7,324
1,110
334,028

For calculation of the dilutive effect of the stock option, the average market value is assessed based on the quoted market price where the Company’s option is outstanding.

  • 3.Earnings per share were as follow:
Basic earnings per share
Diluted earnings per share
venue from contracts with customers
Disaggregation of revenue
Primary geographical markets
Taiwan
China
Other
2021
$
16.50
$
16.46
2021
$ 5,856,611
1,312,375
2,020,953
$
9,189,939
2020
11.33
11.07
2020
4,726,774
868,560
1,335,302
6,930,636
  • (o) Revenue from contracts with customers

  • Disaggregation of revenue

34

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

Major products
Prepare
Capper clad laminate
Mass lam foundry
Other
2021
$ 3,605,301
3,553,454
1,058,056
973,128
$
9,189,939
2020
3,036,645
2,696,485
758,502
439,004
6,930,636
  • (p) Rewards of employees, directors and supervisors

In accordance with the Company's article, which was approved by the shareholders, the Company shall assign 3% as rewards to employees, and less than 1.2% as rewards to directors and supervisors, if there are earnings during the year. However, the Company has to retain the amount while there are accumulated loss.

The employees mentioned before include the employees in the subsidiaries who meet the specific conditions.

For the years ended December 31, 2021 and 2020, rewards of employees of $189,120 and $130,767 and directors of $63,040 and $43,589, respectively, were estimated and recognized as current expense. These amounts were calculated using the Company’s profit before tax before rewards of employees and directors for the year ended December 31, 2021 and 2020, and using the earnings allocation method which was stated under the Company’s article. These rewards were charged to profit or loss under operating costs or operating expenses for the year ended December 31, 2021 and 2020.

Related information of distributions of remuneration to employees and directors can be accessed from the Market Observation Post System on the website.

There is no difference between the rewards of employees and directors that was decided by the Board of Directors and the financial report’s estimated amounts in 2021 and 2020.

  • (q) Non-operating income and expenses

  • Interest income

The details of other revenue were as follows:

Interest income

2021
$
920
2020
1,026

35

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

2. Other gains and losses

The details of other gains and losses were as follows:

Disposal gain on property, plant and equipment
Foreign currency exchange loss, net
Gain on financial assets at fair value through profit or loss
Other profits (losses)
Other gains (loss), net
Finance costs
The details of finance cost were as follows:
Interest expense
2021
$ 338
(46,950)
-
1,028
$
(45,584)
2021
$
9,041
2020
34
(15,807)
1,853
(1,303)
(15,223)
2020
23,185

3. Finance costs

(r) Financial instruments

  1. Credit risk

  2. 1) Credit risks exposure

As of December 31, 2021 and 2020, the maximum exposure to credit risk arising from failure of performance of the counter-party and from financial guarantee made by the Company were as follows:

  • A. The carrying amount of financial assets recognized in the financial statements;

  • B. Financial guarantee made by the Company amounting to USD 10,600 thousands, 12,200 thousands, and USD 54,600 thousands, 5,000 thousands, respectively.

2.Liquidity risk

The following are the contractual maturities of financial liabilities of the Company, including estimated interest payments and excluding the impact of netting arrangements:

Balance at December 31, 2021
Non-derivative financial liabilities
Unsecured bank loans
Short-term notes payable
Accounts payable
Balance at December 31, 2020
Non-derivative financial liabilities
Unsecured bank loans
Accounts payable
Carrying
amount
$ 1,401,730
199,820
2,204,281
$
3,805,831
$ 1,199,607
1,675,322
$
2,874,929
Contractual
cash flows
1,418,916
200,000
2,204,281
3,823,197
1,210,112
1,675,322
2,885,434
Within 6
months
499,494
200,000
2,204,281
2,903,775
902,239
1,675,322
2,577,561
6-12 months
189,547
-
-
189,547
1,596
-
1,596
1-2 years
427,672
-
-
427,672
3,150
-
3,150
More than 2
years
302,203
-
-
302,203
303,127
-
303,127

36

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

The Company does not expect that the cash flows included in the maturity analysis could occur significantly earlier or in significantly different amounts.

  • 3.Currency risk

  • 1) Currency risk exposure

The Company’s significant exposure to foreign currency risk was as follows:

Financial assets
Monetary items
USD
Financial liabilities
Monetary items
USD
2021.12.31 TWD
2,895,012
2,156,681
2020.12.31
Foreign
currency
(thousands of
dollars)
Exchange
rate
Foreign
currency
(thousands
of dollars)
Exchange
rate
TWD
28.480
2,231,010
28.480
1,744,118
$ 104,589
77,915
27.680
27.680
78,336
61,240
  • 2) Sensitivity analysis

The Company’ s exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, accounts receivable, other receivables, bank loans, accounts payable and other payable that are denominated in foreign currency.

A 1% appreciation or depreciation of the TWD against the USD as at December 31, 2021 and 2020, would have increased or decreased net income by $6,441 and $4,059, respectively. This analysis assumes that all other variables remain constant.

  • 3) Foreign exchange gain and loss on monetary items

The foreign exchange gains (losses) of Company monetary items converted into the functional currency amount and converted to parent Company’ s functional currency Taiwan Dollar exchange rate information were as follows:

TWD 2021
Foreign
exchange losses
Average
exchange rate
$ (46,950)
-
2020
Foreign
exchange losses
Average
exchange rate
(15,807)
-
Foreign
exchange losses
$ (46,950)

4. Interest analysis

The interest rate exposure of the Company’ s financial assets and liabilities is described on liquidity risk management.

The following sensitivity analysis is based on the exposure to interest rate risk of the financial assets and liabilities on the reporting date.

37

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

For variable rate instruments, the sensitivity analysis assumes the variable rate liabilities are outstanding for the whole year on the reporting date. The Company’ s internal management reported the increases or decreases in the interest rates and the exposure to changes in interest rates of 0.5% is considered by management to be a reasonable change of interest rate.

If the interest rate increases or decreases by 0.5%, the Company’ s net income will decrease /increase by $8,958 and $5,127 for the years ended December 31, 2021 and 2020, respectively, assuming all other variable factors remain constant. This is mainly due to the Company’s variable rate borrowing.

5. Fair value

  • 1) The kinds of financial instruments and fair value

The fair value of financial assets and liabilities at fair value through profit or loss is 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 were as follows; 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 for equity investments that has no quoted prices in the active markets and whose fair value cannot be reliably measured, disclosure of fair value information is not required :

Financial assets measured at
amortized cost
Cash and cash equivalents
Notes and account receivable
Other receivable
Refundable deposits
Total
Financial liabilities measured at
amortized cost
Short-term borrowings
Accounts payable
Other payable
Guarantee deposits receivable
Total
2021.12.31 2021.12.31
Book Value
$ 1,292,713
2,797,198
721,866
8,566
$
4,820,343
$ 1,401,730
2,204,281
1,665,350
13,140
$
5,284,501
Fair value
Level 1
-
-
-
-
-
-
-
-
-
-
Level 2
-
-
-
-
-
-
-
-
-
-
Level 3
-
-
-
-
-
-
-
-
-
-
Total
-
-
-
-
-
-
-
-
-
-

38

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

Financial assets measured at
amortized cost
Cash and cash equivalents
Notes and account receivable
Other receivable
Refundable deposits
Total
Financial liabilities measured at
amortized cost
Short-term borrowings
Account payable
Other payable
Guarantee deposits
Total
2020.12.31 2020.12.31
Book value
$ 962,032
2,235,138
500,051
640
$
3,697,861
$ 1,199,607
1,675,322
1,271,445
8,673
$
4,155,047
Fair value
Level 1
-
-
-
-
-
-
-
-
-
-
Level 2
-
-
-
-
-
-
-
-
-
-
Level 3
-
-
-
-
-
-
-
-
-
-
Total
-
-
-
-
-
-
-
-
-
-
  • 2) Valuation techniques for financial instruments measured at fair value

  • A. Non-derivative financial instruments

A financial instrument is regarded as being quoted in an active market. The major exchange and the Over-the-Counter of Central Government’s bonds is the basis to the fair value of listing equity instruments and liability instruments in active market.

If quoted price of a financial instrument can be obtained in time and often from exchanges, brokers, underwriters, industrial union, pricing institute, or authorities and such price can reflect those actual trading and frequently happen in the market, then the financial instrument is considered to have quoted price in active market. If a financial instrument does not accord with the definition aforementioned, then it is considered to be without quoted price in active market. In general, market with low trading volume or high bid-ask spreads is an indication of non-active market.

  • (s) Financial risk management

  • Overview

The nature and the extent of the Company’ s risks arising from financial instruments, which include credit risk, liquidity risk and market risk, are discussed below. Also, the Company’ s objectives, policies and procedures of measuring and managing risks are discussed below.

For more quantitative information about the financial instruments, please refer to the other related notes of the financial statements.

39

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

2. Risk management framework

The financial management department, which provides intra-company services, is responsible for coordinating domestic and international financial market operations, as well as monitoring and managing operation-related financial risks through the internal risk report. The internal risk report analyzes risk exposure of the Company through range and depth. The Company uses derivative financial instruments to hedge risks and to alleviate their impacts. Usage of derivative financial instruments is subject to regulations approved of by the Board of Directors. The regulation is a written document pertaining the usage of exchange risk, interest risk, credit risk, derivative and non-derivative financial instruments, as well as the investment of the remaining working capital. The internal auditors review the policy compliance and risk exposure on a regular basis. The Company does not engage in opportunistic operations of financial instruments (including derivative financial instruments). The financial management department reports to The Company Risk management Committee quarterly. The Company Risk Management Committee is an independent organization that is responsible for monitoring risk management and enforcing policies to reduce risk exposure.

3. 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 and investment.

1) Accounts receivable and other receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Company’ s customer base, including the default risk of the industry in which customers operate, as these factors may have an influence on credit risk.

The management has established a credit policy under which each new customer is analyzed individually for creditworthiness before the Company’ s standard payment terms are offered. The Company’ s review includes external ratings, when available, and in some cases bank references. Credit limits are established for each customer, which represent the maximum open amount without requiring approval from the General Manager’ s office; these limits are reviewed quarterly. Customers that fail to meet the Company’s benchmark creditworthiness may transact with the Company only on a cash basis.

In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are an individual or a legal entity, whether they are a wholesale, retail or end-user customer, geographic location, industry, aging profile, maturity and existence of previous financial difficulties. Customers that are graded as “high risk” are placed on a restricted customer list and monitored by the General Manager’ s office. If customers default, the Company will stop transactions with those customers or trade on a cash basis.

The Company established an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss incurred but not yet identified. The collective loss allowance is determined based on historical data on payment statistics for similar financial assets.

40

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

2) Bank deposit

The credit risk exposure in the bank deposits and transaction contract of foreign derivation instruments is measured and monitored by the General Manager's office. The Company only deals with financial institutions; therefore, there are no significant doubts regarding default on the above financial instruments, and as a result, there is no significant credit risk.

4. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its 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 have 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.

The Company uses activity-based costing to cost its products, which assists it in monitoring cash flow requirements. The Company aims to maintain the level of its cash and cash equivalents at an amount in excess of expected cash flows on financial liabilities over the succeeding 90 days. This excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. As of December 31, 2021 and 2020, the Company’s unused credit line were amounted to $8,316,707 and $6,495,383, respectively.

5. Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices, 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 market risk exposures within acceptable parameters, while optimizing the return.

The Company buys and sells derivatives, and also incurs financial liabilities, in order to manage market risk. All such transactions are carried out within the guidelines set by the Risk Management Committee.

1) Currency risk

The Company is exposed to currency risk on sales, purchases, and borrowings that are denominated in a currency other than the respective functional currencies of the Company’s entities, primarily the New Taiwan Dollar (TWD), and US Dollar (USD). Besides, the Company uses natural hedging principle to hedge by controlling the net amount of each currency of the Company in accordance with the condition of the exchange rate market. The Company hedges the currency risk with forward foreign currency whose mature date is in a year from report date and currency swap contract.

The interest is denominated in the currency used in the borrowings. Generally, borrowings are denominated in currencies that match the cash flows generated by the underlying operations of the Company, primarily the TWD, and USD. This provides an economic hedge without derivatives being entered into, and therefore, hedge accounting is not applied in these circumstances.

41

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  • 2) Interest risk

The Company’s borrowings were on the basis of floating interest rate. The Company is not involved in the situation of changing floating interest rate into fixed rate with interest rate swap agreement. The Company periodically assessed the borrowing rates of the banks and every currency to make provisions for interest-changed rate risk. In addition, the Company creates favorable relationship with banks to get lower financial costs from borrowings in order for it to strengthen its working capital to lower its dependency on bank borrowings, as well as situation of changing floating interest rate and scatter interest-changed rate risk.

  • 3) Other market price risk

The Company does not enter into any commodity contracts other than to meet the Company’s expected usage and sales requirements; such contracts are not settled on a net basis.

(t) Capital management

The Company maintains and manages its capital to meet the minimum paid-in capital required by the competent authority, and to optimize the balance of liabilities and equity in order to maximize shareholders' return. By periodically reviewing and measuring relative cost, risk, and rate of return to ensure profit and to maintain adequate financial ratios, the Company may adopt various financing approaches to balance its capital structure in order to meet the demands for capital expenditures, working capital, settlements of liabilities, and dividend payments in normal course of business for the future.

  • (u) Investing and financing activities not affecting current cash flow

The Company investing and financing activities which did not affect the current flow in the years ended December 31, 2021 and 2020, were as follow:

Short-term borrowings
Long-term borrowings
Short-term notes payable
Total liabilities from
financing activities
Short-term borrowings
Long-term borrowings
Total liabilities from
financing activities
2021.1.1
$ 399,607
800,000
-
$
1,199,607
2019.1.1
$ 579,568
350,000
$
929,568
Cash flow
152,123
50,000
200,000
402,123
Cash flow
(179,961)
450,000
270,039
Non-cash changes
Acquisition
Foreign
exchange
movement
Fair value
changes
-
-
-
-
-
-
-
-
(180)
-
-
(180)
Non-cash changes
Acquisition
Foreign
exchange
movement
Fair value
changes
-
-
-
-
-
-
-
-
-
Non-cash changes
Acquisition
Foreign
exchange
movement
Fair value
changes
-
-
-
-
-
-
-
-
(180)
-
-
(180)
Non-cash changes
Acquisition
Foreign
exchange
movement
Fair value
changes
-
-
-
-
-
-
-
-
-
2021.12.31
551,730
850,000
199,820
1,601,550
2020.12.31
399,607
800,000
Acquisition
-
-
-
Foreign
exchange
movement
-
-
-
1,199,607

42

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

(7) Related-Party Transactions

  • (a) Parent company and ultimate controlling company

The Company is both the parent company and the ultimate controlling party of the Group.

  • (b) Names and relationship with related parties

The followings are entities that have had transactions with related party during the periods covered in the financial statements.

Name of related party Relationship with the Company EMC OVERSEAS HOLDING The Company its subsidiaries INCORPORATED Grand Wuhan Incorporated The Company its subsidiaries EMC INTERNATIONAL HOLDING The Company its subsidiaries

Grand Wuhan Incorporated The Company its subsidiaries EMC INTERNATIONAL HOLDING The Company its subsidiaries INCORPORATED Grand Zhuhai Incorporated The Company its sub-subsidiaries Grand Shanghai Incorporated The Company its sub-subsidiaries Grand Zhongshan Incorporated The Company its sub-subsidiaries EMC SPECIAL APPLICATION The Company its sub-subsidiaries INCORPORATED Elite Electronic Material (Kunshan) Co., Ltd. The Company its sub-subsidiaries Elite Electronic Material (Zhongshan) Co., Ltd. The Company its sub-subsidiaries Elite Electronic Material (Huangshi) Co., Ltd. The Company its sub-subsidiaries EMD SPECIALTY MATERIALS, LLC The Company its sub-subsidiaries EMC USA HOLDING INCORPORATED The Company its sub-subsidiaries TECHNICA USA The Company associates

  • (c) Significant transactions with related parties

1. Sales

The amounts of significant sales and royalties sales by the Company to related parties were as follows:

Sub-Subsidiaries
Associates
For the years ended December 31, For the years ended December 31,
2021
$ 1,292,023
97,953
$
1,389,976
2020
787,901
70,000
857,901

The selling price for related parties approximated the market price. The credit terms ranged from 90 to 120 days, which approximated those for routine sales transactions; the royalties are negotiated by both parties.

43

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

2. Purchases

The amounts of significant purchases by the Company from related parties were as follows:

The amounts of significant purchases by the
Company from
related parties were as follows: related parties were as follows:
Sub-Subsidiaries For the years ended December 31,
2021
$
100,592
2020
78,834

The terms and pricing of purchase transactions with related parties were not significantly different from those offered by other vendors. The payment terms ranged from 90 to 120 days, which were no different from the payment terms given by other vendors.

3. Receivables from related parties

The receivables from related parties were as follows:

Account Relationship 2021.12.31
$ 310,458
51,119
177,122
45
$
538,744
2020.12.31
Accounts receivable
Accounts receivable
Other receivables
Other receivables
Sub-Subsidiaries
Associates
Sub-Subsidiaries
Associates
276,715
35,374
50,433
-
362,522

The receivables from related parties were uncollateralized, and no provisions for doubtful debt were required after the assessment by the management.

  1. Payables to related parties
Account Relationship 2021.12.31
$ 63,394
450,082
2,928
$
516,404
2021.12.31
$
3,322
2020.12.31
19,569
418,187
2,537
440,293
2020.12.31
-

5. Loans to related parties

The loans to related parties were as follow:

The interest charged by the Company to related parties is based on the average interest rate charged by financial institutions on the Company's borrowings. The loans to related parties are unsecured.

44

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  1. Guarantee

As of December 31, 2021, the Company had provided a guarantee for loans taken out by its subsidiaries, please refer to Note 13(a) for further explanations.

  • 7.Other transactions to related parties
Account Relationship
Associates
2021.12.31
$
3,891
2020.12.31
2,885
Selling expenses
  • (d) Key management personal compensation

Key management personnel compensation comprised:

Short-term employee benefits
Termination benefits
For the years ended December 31, For the years ended December 31,
2021
$ 192,538
2,774
$
195,312
2020
136,535
2,891
139,426

(8) Pledged Assets

The carrying values of pledged assets were as follows:

Assets Purpose of Pledge
Deposits for lease and natural
gass, etc.
2021.12.31
$
8,566
2020.12.31
640
Refundable deposits

(9) Significant Contingencies and Commitments

  • (a) Major Commitments and contingencies were as follows:

  • Unused standby letters of credit

Unused standby letters of credit
TWD
USD
2021.12.31
2020.12.31
$ 69,047
85,193
5,384
2,987
  1. The royalties of eco-material technique treatment with Company A, etc., the paid royalties were as follows:
2021
$
14,401
2020
14,109
  1. As of December 31, 2021 and 2020, the amounts of Performance Letter of Guarantee issued by Mega International Commercial Bank-Zhongli Branch for the purpose of Customs for guaranty of domestic tariff and for guaranty of hiring foreigners to be employed were $5,000.

45

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  1. As of October 30, 2020, the Group's Board of Directors resolved to purchase land and buildings for the growth of the Group's operations, and signed the purchase contract with an unrelated party and the total contract price was $2.16 billion. Both parties agreed that the land needs to be in compliance with the land pollution remediation regulations. Since the relevant restoration works have not been completed, the ownership registration has not yet been transferred.

  2. 5.As of December 31, 2021, the Company planned to get a government grant and obtained the performance guarantee letter issued by the bank. The amount of the guarantee letter was $7,200.

(10) Significant Catastrophic Losses: None.

  • (11) Significant Subsequent Events: None.

(12) Others

  • (a) Employee benefits, depreciation, and amortization expenses, categorized as operating cost or expense, were as follows:
Categorized as
Nature
For the year ended December 31, 2021 For the year ended December 31, 2021 For the year ended December 31, 2021 For the year ended December 31, 2020 For the year ended December 31, 2020 For the year ended December 31, 2020
Operating
Cost
Operating
Expense
Total Operating
Cost
Operating
Expense
Total
Employee benefits
Salary
Labor and health
insurance
Pension
Remuneration of directors
Others employee benefits
Depreciation
Amortization
618,111
54,972
24,735
-
37,842
184,643
249
575,146
25,850
13,565
63,522
12,194
13,736
9,020
1,193,257
80,822
38,300
63,522
50,036
198,379
9,269
561,617
47,455
23,046
-
28,143
180,730
209
374,956
18,749
11,140
44,071
7,489
10,761
4,886
936,573
66,204
34,186
44,071
35,632
191,491
5,095

As of December 31, 2021 and 2020, the additional information about the numbers of employees and employee benefit were as follows:

Number of employees
Number of directors who were not employees
The average employee benefit
The average salaries and wages
Adjustment of average salaries and wages
Supervisors’ remuneration

46

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  • 1.The Company's salary and remuneration policy (including directors, managers and employees) are as follows:

The remunerations to directors, managers and employees are in accordance with the principles of fairness and competition. In addition, the wages of the employees of the Company are paid based on the grade table set according to the complexity of their work, the degree of their responsibilities, and the professional skills required. Furthermore, the remuneration of the Company’ s directors and employees is determined by reference to the Company’ s overall operating performance, future risks and development trends of the industry, as well as the individual’ s performance achievement rate and contribution to the Company; reasonable remuneration is also taken into consideration.

  • 2.The Company did not have supervisors, therefore, there was no remunerations of supervisors.

  • (b) As of December 31, 2021, the Company's Board of Directors resolved to issue the unsecured convertible bonds for purchasing properties and working capital needs. The total amount raised is expected to be capped at $3.5 billion, with the par value of $100 thousand, and the issue period will be 5 years. The issue price is based on 100%~102% of the par value. Other conditions and measures will be dealt with in accordance with relevant acts and regulations, and will be announced separately after reported to the competent authority for approval.

(13) Additional 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 the year ended December 31, 2021:

  1. Fund financing to other parties:
(Expressed in tho (Expressed in tho usands of New Taiw an dollars,unless other an dollars,unless other an dollars,unless other wise specified) wise specified)
No Name
of lender
Name of
borrower
Account
name
Related
party
Highest
balance of
financing to
other parties
during the
period
Ending
balance
Actual usage
amount
during the
period
Range of
interest
rates during
the
period
Purposes of
fund
financing
for the
borrower
Transaction
amount for
business
between two
parties
Reasons for
short-term
financing
Allowance
?for
bad debt
Collateral Individual
funding
loan limits
Maximum
limit of fund
financing
Item Value
0
1
2
Elite Material Co.,
Ltd.
Elite Electronic
Material (Kunshan)
Co., Ltd.
Elite Electronic
Material (Zhongshan)
Co., Ltd.
TECHNICA USA
Elite Electronic
Material (Huangshi)
Co., Ltd.
Elite Electronic
Material (Huangshi)
Co., Ltd.
Other
receivables-
related parties
Other
receivables-
related parties
Other
receivables-
related parties
Y
Y
Y
12,582
1,201,216
1,402,880
12,456
1,185,912
1,390,080
3,322
1,172,880
803,640
2.00%
3.00%
3.00%
1
2
2
97,953
-
-
-
Operating
demand
Operating
demand
-
-
-
-
-
-
-
-
-
48,977
(Note 3)
2,982,979
(Note 4)
1,913,073
(Note 5)
5,925,854
(Note 3)
2,982,979
(Note 4)
1,913,073
(Note 5)

Note 1: The number is filled as follows:

  1. 0 is the Company.

  2. Subsidiaries are numbered as 1 sequentially.

Note 2:1. Having dealings with the Company.

  1. Those who have the needs in short-term financing.

  2. Note 3:The company with business contact, the amount of each fund financing cannot exceed 50% of total amount of purchase (sales) transactions in the recent year and cannot exceed 3% of the Company's net asset value; the total amount of fund financing cannot exceed 30% of the Company's net asset value.

  3. Note 4:The total amount of fund financing could not exceed 30% of the lender's net asset value and the Company's net asset value, while the maximum financing amount for a single company could not exceed 30% of the lender's net asset value .

  4. Note 5:The total maximum financing amount cannot exceed 30% of the lender's net asset value, while the maximum financing amount for a single company cannot exceed 30% of the lender's net value.

47

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  1. Guarantees and endorsements for other parties:
(Expressed in thousands of New Taiwan dollars,unless otherwise specified) (Expressed in thousands of New Taiwan dollars,unless otherwise specified) (Expressed in thousands of New Taiwan dollars,unless otherwise specified) (Expressed in thousands of New Taiwan dollars,unless otherwise specified) (Expressed in thousands of New Taiwan dollars,unless otherwise specified) (Expressed in thousands of New Taiwan dollars,unless otherwise specified) (Expressed in thousands of New Taiwan dollars,unless otherwise specified) (Expressed in thousands of New Taiwan dollars,unless otherwise specified) (Expressed in thousands of New Taiwan dollars,unless otherwise specified) (Expressed in thousands of New Taiwan dollars,unless otherwise specified) (Expressed in thousands of New Taiwan dollars,unless otherwise specified) (Expressed in thousands of New Taiwan dollars,unless otherwise specified)
No.
(Note 1)
Name of
company
Counter-party Limitation on
amount of
guarantees and
endorsements for a
specific enterprise
(Note 3)
Highest
balance for
guarantees
and endorsements
during theperiod
Balance of
guarantees and
endorsements
as of reporting
date
Actual usage
amount during
theperiod
Property pledged
on guarantees
and endorsements
(Amount)
Ratio of accumulated
amounts of guarantees
and endorsements to net
worth of the latest
financial statements
Maximum
amount for
guarantees and
endorsements
(Note 3)
Parent Company
endorsement/
guarantees
to third parties on
behalf of subsidiary
Subsidiary
endorsement/
guarantees
to third parties on
behalf of parent
company
Endorsements/guar
antees
to third
parties on
behalf of companies
in Mainland China
Name Relationship
with the
Company
(Note 2)
0


0
0
0
0
1




2



Elite Material
Co., Ltd.




Elite Electronic
Material
(Kunshan) Co.,
Ltd. (Note 4)
Elite Electronic
Material
(Zhongshan) Co.,
Ltd.
Elite Electronic Material
(Kunshan) Co., Ltd.
Elite Electronic Material
(Zhongshan) Co., Ltd.
Elite Electronic Material
(Huangshi) Co., Ltd.
EMD SPECIALTY
MATERIALS,LLC
TECHNICA USA
Elite Electronic Material
(Huangshi) Co., Ltd.
Elite Electronic Material
(Huangshi) Co., Ltd.
2
2
2
2
6
4
4
9,876,423
9,876,423
9,876,423
9,876,423
9,876,423
994,326
3,188,455
85,605
142,675
1,139,200
285,350
17,121
784,800
2,400,780
-
-
-
276,800
16,608
781,920
2,391,968
-
-
-
166,080
16,608
467,436
1,331,212
-
-
-
-
-
-
-
%
-
%
-
%
-
%
1.40
%
0.08
%
7.86
%
37.51
19,752,846
19,752,846
19,752,846
19,752,846
19,752,846
9,943,264
6,376,910
Y
Y
Y
Y
Y
Y
Y
Y
Y

Note 1: 0 is the Company.

Note 2:1. Entities with business relationship with the Company.

  1. A subsidiary in which the Company directly holds more than 50% of its voting shares.

  2. A investee in which the Company and subsidiary holds more than 50% of its voting shares.

  3. A parent company in which the Company directly or Subsidiaries indirectly holds more than 90% of its voting shares.

  4. Companies in same type of business and providing mutual endorsements/ guarantees in favor of each other in accordance with the contractual obligations in order to fulfill the needs of the construction project.

  5. Shareholders making endorsements and/or guarantees for their mutually invested company in proportion to their shareholding percentage.

  6. Companies in same type of business providing guarantees of pre-sale contracts according to the regulation.

  7. Note 3: The total maximum endorsement / guarantee cannot exceed 100% of the Company's net worth in its latest financial statements, while the maximum endorsement / guarantee amount for a single company cannot exceed 50% of the Company's net worth in its latest financial statements.

  8. Note 4: The Company or the company in which directly or indirectly holds more than 90% of the voting shares may be endorsed and the amount shall not exceed 10% of the company’s net worth.

  9. Information regarding securities held at balance sheet date:

Information regarding securities held at balance sheet date: Information regarding securities held at balance sheet date: Information regarding securities held at balance sheet date: Information regarding securities held at balance sheet date: Information regarding securities held at balance sheet date: Information regarding securities held at balance sheet date: Information regarding securities held at balance sheet date: Information regarding securities held at balance sheet date: Information regarding securities held at balance sheet date:
(Expressed in thousands of New Taiwan dollars, unless otherwise specified)
Name of holder Category and
name of security
Category and name
of security
Account title Ending balance Note
Number Book value Percentage Market value
EMC OVERSEAS
HOLDING
INCORPORARTED
PROUD STAR
INTERNATIIONAL
LIMITED
- Non-current
financial assets at
fair value through
other comprehensive
income
500,000 - %
3.26
-
  1. Accumulated buying/selling of the same marketable securities for which the dollar amount reaches $300 million or 20% or more of paid-in capital: None.

48

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  1. Acquisition of real estate for which the dollar amount reaches $300 million or 20% or more of paid-in capital :

(In Thousands of New Taiwan Dollars)

Name of
Company
Name of
property
Transaction
date
Transaction
amount
Status of
payment
Counterparty Relationship
with the
Company
If the country is a related party, disclose the
previous transfer information
If the country is a related party, disclose the
previous transfer information
If the country is a related party, disclose the
previous transfer information
If the country is a related party, disclose the
previous transfer information
References
for
determining
price
Purpose of
acquisition and
current
condition
Others
Owner Relationship
with the
Company
Date of
transfer
Amount
Elite Material Co.,
Ltd.
Land and plant 2021.12.31 2,160,000 Not yet paid Tehchang Leather
Products Co., Ltd.
None - - - - Professional
valuation report
Required for
company
operations
Payments are
expected to be made
after fulfilling
contract conditions
  1. Disposition of real estate for which the dollar amount reaches $300 million or 20% or more of paid-in capital: None.

  2. Buying/selling products with the dollar amount reaches $100 million or 20% or more of paid-in capital:

(In Thousands of New Taiwan Dollars)

Name of company Counter-party Relationship Transaction details Transaction details Reasons why and
description of how the
transaction conditions
differ from general
transactions
Reasons why and
description of how the
transaction conditions
differ from general
transactions
Account/note receivable
(payable)
Account/note receivable
(payable)
Notes
Purchase
/Sale
Amount Percentage of
total
purchases
/sales
Credit period Unit price Credit period Balance Percentage of
total
accounts/notes
receivable
(payable)
Elite Material Co., Ltd.
Elite Electronic Material
(Kunshan) Co., Ltd.
Elite Material Co., Ltd.
Elite Electronic Material
(Zhongshan) Co., Ltd.
Elite Electronic Material
(Kunshan) Co., Ltd.
Elite Electronic Material
(Zhongshan) Co., Ltd.
Elite Electronic Material
(Huangshi) Co., Ltd.
Elite Electronic Material
(Kunshan) Co., Ltd.
Elite Electronic Material
(Huangshi) Co., Ltd.
Elite Electronic
Material
(Kunshan) Co.,
Ltd.
Elite Material
Co., Ltd.
Elite Electronic
Material
(Zhongshan)
Co., Ltd.
Elite Material
Co., Ltd.
Elite Electronic
Material
(Zhongshan)
Co., Ltd.
Elite Electronic
Material
(Kunshan) Co.,
Ltd.
Elite Electronic
Material
(Kunshan) Co.,
Ltd.
Elite Electronic
Material
(Huangshi) Co.,
Ltd.
Elite Electronic
Material
(Zhongshan)
Co., Ltd.
Investee
company on
equity method
by the Company



Actual related
party



Sale
Purchase
Sale
Purchase
Sale
Purchase
Sale
Purchase
Sale
(537,594)
537,594
(443,710)
443,710
(113,116)
113,116
(2,803,250)
2,803,250
(1,935,891)
%
(6)




%
4
%
(5)
%
5
%
(1)
%
1
%
(58)
%
23
%
(40)
Depends on
subsidiaries'
financial
condition







-
-
-
-
-
-
-
-
-
115,050
(115,050)
195,374
(195,374)
93,616
(93,616)
958,953
(958,953)
539,590
%
4
%
(3)
%
7
%
(8)
%
2
%
(4)
%
61
%
(26)
%
34

49

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

Name of company Counter-party Relationship Transaction details Transaction details Transaction details Transaction details Reasons why and
description of how the
transaction conditions
differ from general
transactions
Reasons why and
description of how the
transaction conditions
differ from general
transactions
Account/note receivable
(payable)
Account/note receivable
(payable)
Notes
Purchase
/Sale
Amount
Percentage of
total
purchases
/sales
Credit period Unit price Credit period Balance Percentage of
total
accounts/notes
receivable
(payable)
Elite Electronic Material
(Zhongshan) Co., Ltd.
Elite Electronic
Material
(Huangshi) Co.,
Ltd.
Actual related
party
Purchase 1,935,891 %
23



Depends on
subsidiaries'
financial
condition
- (539,590) %
(21)
  1. Accounts receivable from related parties for which the dollar amount reaches $100 million or 20% or more of paid-in capital:

(In Thousands of New Taiwan Dollars)

Name of
related party
Counter-party Relationship Balance of
receivables
from related
party
Turnover
days
Past-due re
relate
ceivables from
d party
Subsequently
received amount
of receivables
from related
party
Allowances
for bad debts
Amount Action taken
Elite Material Co.,
Ltd.
Elite Material Co.,
Ltd. (note 1)
Elite Material Co.,
Ltd.
Elite Material Co.,
Ltd. (note 1)
Elite Electronic
Material (Kunshan)
Co., Ltd.
Elite Electronic
Material (Kunshan)
Co., Ltd. (Note 1)
Elite Electronic
Material (Kunshan)
Co., Ltd.
Elite Electronic
Material (Kunshan)
Co., Ltd. (note 1)
Elite Electronic
Material (Zhongshan)
Co., Ltd.
Elite Electronic
Material (Zhongshan)
Co., Ltd. (Note 1)
Elite Electronic
Material (Huangshi)
Co., Ltd.
Elite Electronic
Material (Huangshi)
Co., Ltd.
Elite Electronic
Material
(Kunshan) Co.,
Ltd.

Elite Electronic
Material
(Zhongshan) Co.,
Ltd.

Elite Material
Co., Ltd.

Elite Electronic
Material
(Huangshi) Co.,
Ltd.



Elite Electronic
Material
(Kunshan) Co.,
Ltd.
Elite Electronic
Material
(Zhongshan) Co.,
Ltd.
Investee company
on equity method
by the Company



Investcc company
on equity method
by the Company

Actual related party




115,050
123,316
195,374
52,059
53,379
449,977
48,728
1,196,290
4,437
815,519
958,953
539,590
4.47
Not
applicable
2.56
Not
applicable
2.50
Not
applicable
2.98
Not
applicable
3.31
Not
applicable
3.96
3.72
-
-
-
-
-
-
-
-
-
-
-
-
69,398
123,316
144,858
52,059
4,041
108,267
36,155
-
4,395
-
647,195
345,145
-
-
-
-
-
-
-
-
-
-
-
-

Note 1: Account for other receivable due from related parties.

50

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  1. Derivative transactions: None.

  2. (b) Information on investees:

For the years ended December 31, 2021, the following was the information on investees (excluding investees in Mainland China) :

(Amounts Expressed in Thousands (Amounts Expressed in Thousands (Amounts Expressed in Thousands (Amounts Expressed in Thousands of New Taiwan Dollars, Except for Share Data) of New Taiwan Dollars, Except for Share Data) of New Taiwan Dollars, Except for Share Data) of New Taiwan Dollars, Except for Share Data)
Name of
investor
Name of investee Location Major operations Initial investm ent (Amount) Ending balanc e Net income
(loss) of the
investee
Investment
income (losses)
Note
Ending
balance
Beginning
balance
Shares Ratio of
shares
Book
value
Elite Material Co.,
Ltd.



EMC OVERSEAS
HOLDING
INCORPORATED


Grand Zhuhai
Incorporated

EMC
INTERNATIONAL
HOLDING
INCORPORATED

EMC SPECIAL
APPLICATION
INCORPORATED
EMC USA
HOLDING
INCORPORATED
EMC OVERSEAS
HOLDING
INCORPORATED
Grand Wahan
Incorporated
EMC
INTERNATIONAL
HOLDING
INCORPORATED
Li Cheng Tech Co.,
Ltd.
Grand Zhuhai
Incorporated
TECHNICA USA
Li Cheng Tech Co.,
Ltd.
Grand Shanghai
Incorporated
Grand Zhongshan
Incorporated
EMC SPECIAL
APPLICATION
INCORPORATED
EMC USA
HOLDING
INCORPORATED
EMD SPECIALTY
MATERIALS,LLC
TECHNICA USA
British Virgin
Islands
Cayman
Islands

Taiwan
Cayman
Islands
USA
Taiwan
British Virgin
Islands
British Virgin
Islands
Cayman
Islands
Cayman
Islands
USA
USA
Investment business
Import / export business
and investment business
Investment business
Electronics,
Telecommunications
equipment, Wholesale,
Retails, Batteries, Power
generation and
Distribution machinery
manufacturing business
Import / export business
and investment business
Import/export business
Electronics,
Telecommunications
equipment, Wholesale,
Retails, Batteries, Power
generation and
Distribution machinery
manufacturing business
Import / export business
and investment business
Import / export business
and investment business
Investment business
Investment business
Copper clad laminate and
prepreg business
Import/export business
1,179,111
602,440
761,482
173,694
935,551
-
7,311
914,313
454,976
726,738
-
725,136
16,608
1,179,111
602,440
761,482
173,694
935,551
16,608
7,311
914,313
454,976
726,738
-
725,136
-
36,256,950
20,020,000
26,310,000
16,412,918
33,798,821
-
250,000
18,161,515
16,437,000
26,255,000
-
-
600,000
%
100.00
%
100.00
%
100.00
%
33.50
%
100.00
%
-
%
1.53
%
99.79
%
100.00
%
100.00
%
100.00
%
100.00
%
30.00
16,367,691
714,679
754,212
-
16,313,311
-
-
9,929,227
6,382,743
752,951
-
751,659
-
5,243,183
95,217
26,847
-
5,226,638
(33,146)
-
3,281,452
1,952,464
29,389
(2,279)
43,580
(33,146)
5,243,183
95,217
26,847
-
5,226,638
(7,665)
-
3,274,513
1,952,464
29,389
(2,279)
43,580
(2,279)
Subsidiaries
Subsidiaries
Subsidiaries
Note 5
Sub-subsidiaries
Note 3, 4
Note 5
Third-tier
subsidiary

Sub-subsidiaries
Third-tier
subsidiary
Third-tier
subsidiary
Note 3, 4

Note 1:The amounts of book value recognized using the equity method include investment income(losses) and the exchange differences on translation of foreign statements.

Note 2: The amount above is evaluated based on the independent audit report of the investee under equity method .

Note 3:On October 27, 2021, the Company's Board of Directors resolved to adjust the investment structure. The initial investment of $16,608 that was invested in Technica USA through EMC Overseas Holding Incorporated was adjusted to be invested in Technica USA through EMC USA Holding Incorporated.

  • Note 4: Because other shareholders hold more than 70% of the shares and the Company only accounts for 30%, the Company has no control. Note 5: The investment value had been impaired, the Company recognized all losses and the book value was offset to zero.

51

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  • (c) Information on investment in Mainland China:

  • Information on investment in Mainland China:

(Amounts Expressed in Thousands of New Taiwan Dollars)

Investee
Company
Main Businesses
and Products
Total Amount
of
Paid-in Capital
Method of
Investment
(Note 1)
Accumulated
Outflow of
Investment
from Taiwan
(R.O.C.)
Investment Flows Investment Flows Accumulated
Outflow of
Investment from
Taiwan
Net income
(loss) of the
investee
Percentage of
Ownership
Investment
Income
(Loss) Recognized
(Note 2)
Carrying
Amount
Accumulated
Inward
Remittance of
Earnings
Outflow Inflow
Elite Electronic
Material (Kunshan)
Co.Ltd.
Elite Electronic
Material (Zhongshan)
Co., Ltd.
Elite Electronic
Material (Huangshi)
Co., Ltd.
Copper clad laminate
and prepreg business

1,749,376
559,136
553,600
(2)
(2)
(2)
650,816
440,613
601,858
-
-
-
-
-
-
650,816
440,613
601,858
3,273,474
1,945,565
86,742
%
99.79
%
100.00
%
100.00
3,266,552
1,945,565
86,742
9,922,238
6,376,910
699,881
7,862,841
4,038,934
-
  1. Limitation on investment in Mainland China:
Limitation on investment in Mainland China:
Aggregate investment amount
remitted from Taiwan to Mainland
China at the end of the period
Approved investment (amount)
by Ministry of Economic Affairs Investment
Commission
Limitation on investment in
Mainland China in accordance
with regulations of Ministry of
Economic Affairs Investment
Commission
1,710,734 4,373,813 11,851,708

Note 1: There are three investment approach of categories:

  • (1) Direct Investment in Mainland China.

  • (2) Investment in Mainland China by a third party.

  • (3) Other approach.

  • Note 2: The financial statements were audited by the Certified Public Accountants of the Company.

  • Note 3: The difference between the paid-in capital of Elite Electronic Material (Kunshan) Co. Ltd. and the investment amount remitted from Taiwan amounted to USD 6,012, which was invested overseas by the subsidiary, also USD 10,000, and USD 35,000, which were recognized as capital increase out of earnings, respectively.

  • Note 4: The difference between the paid-in capital of Elite Electronic Material (Zhongshan) Co. Ltd. and the investment amount remitted from Taiwan amounted to USD 6,255, which was recognized as capital increase out of earnings.

  • Note 5: The difference between the paid-in capital and investment amount remitted from Taiwan amounted to USD 110, which was invested overseas by the subsidiary.

  • Note 6: The items in the balance sheet and those in the income statements were translated at the exchange rate of 27.6800 and 27.9973, respectively, for the year ended December 31, 2021.

3. Significant transactions�

Please refer to the related disclosures above captioned as “ Related information on material transaction items” for direct or indirect significant transactions between the Company and its investees in Mainland China for the year ended December 31, 2021. (The transactions were eliminated in the consolidated financial statements.)

52

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) ELITE MATERIAL CO., LTD.

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  • (d) Major shareholders:
Major shareholders:
Shareholding
Shareholder’s Name
Shares Percentage
Yu Chang Investments Co., Ltd. 25,471,477 %
7.65
New Labor Pension Fund- Taiwan 24,182,700 %
7.26
  • Note: (1)The main shareholder information of this table is calculated by the insurance company on the last business day at the end of each quarter. The above information. As for the share capital recorded in the company's financial report and the number of shares actually delivered by the company without physical registration, the calculation basis may be different or different.

  • (2)If the information on the Shanghai Stock Exchange is a shareholder's shareholding delivery to the trust, it will be disclosed by the trustee who opened the trust account separately. As for shareholders who handle the declaration of insider equity holding more than 10% of their shares in accordance with the Securities Exchange Act, their shareholdings include their shareholdings plus their delivery of trust and shares with the right to make decisions on trust property, etc. For information on insider equity declaration, please refer to Open Information Observatory.

(14) Segment Information

Please refer to the consolidated financial statements of the year ended 2021.

53

ELITE MATERIAL CO., LTD.

STATEMENT OF CASH AND CASH EQUIVALENTS

December 31, 2021

(In Thousands of New Taiwan Dollars)

Item Description
Amount
Cash on hand
$ 375
Check account deposits
119
Saving accounts
554,957
Foreign deposits(USD14,998 Thousands of Dollars�
CNY5,524 Thousands of Dollars)
439,142
Time deposits
298,120
Sub total
1,292,338
$
1,292,713
Cash
Saving accounts
Total

STATMENT OF NOTES RECEIVABLES

Client name Description Amount
Note
$ 42,410
27,552
13,123
8,696
6,304
16,475
Client included in others
does not exceed 5% of the
account balance.
(349)
$
114,211
A Company
B Company
C Company
D Company
E Company
Others
Less: Loss allowance
Total
Current portion




54

ELITE MATERIAL CO., LTD.

STATEMENT OF ACCOUNT RECEIVABLES

December 31, 2021

(In Thousands of New Taiwan Dollars)

Client name Description Amount
Note
$ 115,050
195,374
34
51,119
361,577
648,309
382,421
276,878
163,608
138,873
712,369
Client included in others
does not exceed 5% of the
account balance.
2,322,458
2,684,035
(1,048)
$
2,682,987
Related-parties:
Elite Electronic Material
(Kunshan) Co., Ltd.
Elite Electronic Material
(Zhongshan) Co., Ltd.
Elite Electronic Material
(Huangshi) Co., Ltd.
TECHNICA USA
Sub total
Non-related-parties:
F Company
G Company
H Company
I Company
J Company
Others
Sub total
Total
Less: Loss allowance
Accounts receivable, net

55

ELITE MATERIAL CO., LTD. STATEMENT OF INVENTORY

December 31, 2021

(In Thousands of New Taiwan Dollars)

Item Amount
Cost
Net Realizable
Value
Note
$ 873,764
(34,253)
839,511
884,214
32,181
32,181
91,829
(6,013)
85,816
101,045
234,707
(12,915)
221,792
324,976
26,973
26,973
$
1,206,273
Cost
$ 873,764
(34,253)
839,511
32,181
91,829
(6,013)
85,816
234,707
(12,915)
221,792
26,973
$
1,206,273
Materials
Less: Loss allowance
Sub total
Supplies
Work in progress
Less: Loss allowance
Sub total
Finished goods
Less: Loss allowance
Sub total
Inventory in-transit
Inventory, net

56

ELITE MATERIAL CO., LTD.

STATEMENT OF INVESTMENTS ACCOUNTED FOR USING

EQUITY METHOD

For the Year Ended December 31, 2021

(In Thousands of New Taiwan Dollars)

Investee Company
EMC OVERSEAS HOLDING
INCORPORATED
Grand Wuhan Incorporated
EMC INTERNATIONAL
HOLDING INCORPORATED
Licheng Technology (Stock)
Company
Beginning Balance
Number
of
shares
Amount
36,257 $ 13,423,847
20,020
624,341
26,310
746,382
16,413
-
$
14,794,570
I ncrease
Amount
2,934,534
86,056
7,830
-
3,028,420
D ecrease
Amount
-
-
-
-
-
Ending Balanc e
Amount
16,358,381
710,397
754,212
-
17,822,990
Mark
N
et Price or
et Value
Total price
16,367,691
714,679
754,212
-
17,836,582
Pledged as
collateral
Note
No
No
No
No
Number
of
shares
Number
of
shares
-
-
-
-
Number
of
shares
-
-
-
-
Number
of
shares
36,257
20,020
26,310
16,413
Proportion of
shareholding
%
100.00
%
100.00
%
100.00
%
33.50
Unit
price
-
-
-
-
36,257
20,020
26,310
16,413

57

ELITE MATERIAL CO., LTD.

STATEMENT OF SHORT-TERM LOANS

December 31, 2021

(In Thousands of New Taiwan Dollars)

Type of loans Description Financial institution

Short-term loans

Ending Balance Contract Period $ 551,730 2021.09.22~2022.03.31

Range of Loan Collaterals or Interest Rates Commitments Pledged Assets Note 0.49%~0.85% 4,814,800 Guarantee Notes

58

ELITE MATERIAL CO., LTD.

STATEMTN OF SHORT-TERMS NOTE PAYABLES

December 31, 2021

(In Thousands of New Taiwan Dollars)

Item Guarantees or
acceptances
institution
Mega Bills
Finance CO.,
LTD
International
Bills Finance
CO., LTD
Contract
Period
110.12.30~
111.02.25
110.12.24~
111.02.22
Interest Rate Amount Balance
Amount
Note
99,907
Promissory
note
99,913

199,820
Issue Amount
$ 100,000
100,000
$
200,000
Discount
commercial
payable
93
87
180
Commercial
paper
0.58%
0.65%

59

ELITE MATERIAL CO., LTD.

STATEMENT OF ACCOUNT PAYABLES

December 31, 2021

(In Thousands of New Taiwan Dollars)

Suppliers Description Amount
Note
$ 53,379
9,993
22
63,394
224,767
206,698
206,264
203,316
152,735
124,805
114,462
113,880
793,960
Client included in others
does not exceed 5% of the
account balance.
2,140,887
$
2,204,281
related-parties:
Elite Electronic Material
(Kunshan) Co., Ltd.
Elite Electronic Material
(Zhongshan) Co., Ltd.
Elite Electronic Material
(Huangshi) Co., Ltd.
Sub total
Non-related-parties:
A Company
B Company
C Company
D Company
E Company
F Company
G Company
H Company
Others
Sub total
Total

60

ELITE MATERIAL CO., LTD.

STATEMENT OF OTHER PAYABLES

December 31, 2021

(In Thousands of New Taiwan Dollars)

Item Description
Amount
Payables for equipment
$ 68,908
Payroll payables and bonuses payable
420,022
Work in progress-outsourced payable
104,312
Employees compensations payable
189,210
Directors' compensations payable
63,040
Pension expenses payable
20,192
Other expenses payable
799,666
$
1,665,350
Other payables
Total

61

ELITE MATERIAL CO., LTD.

STATEMENT OF LONG-TERM LOAN

December 31, 2021

(In Thousands of New Taiwan Dollars)

Creditor Description Loan Amount
$ 300,000
100,000
100,000
100,000
100,000
100,000
50,000
850,000
(128,571)
$
721,429
Contract Period
2020.12.25~2023.12.25
2021.09.22~2024.09.22
2021.09.22~2024.09.22
2021.09.22~2024.09.22
2021.12.22~2023.09.22
2021.12.21~2023.08.13
2021.12.22~2023.10.14
Interest
%
1.05
%
1.02
%
1.02
%
0.98
%
0.80
%
0.85
%
0.88
Collaterals or
Pledged Assets
Note
None





A Bank
B Bank
C Bank
D Bank
D Bank
E Bank
E Bank
Sub total
Less: Long-term borrowings,
current portion
Long-term loans
Financial institution
Financial institution
Financial institution
Financial institution
Financial institution
Financial institution
Financial institution

62

ELITE MATERIAL CO., LTD.

STATEMENT OF NET REVENUE

For the Year Ended December 31, 2021

(In Thousands of New Taiwan Dollars)

Item
Capper clad laminate
Prepreg
Mass lam foundry
Others
Quantity Amount
Note
$ 3,553,454
3,605,301
1,058,056
973,128
$
9,189,939
6,531,737
25,664,613
6,552,660

63

ELITE MATERIAL CO., LTD.

STATEMENT OF OPERATING COSTS

For the Year Ended December 31, 2021

(In Thousands of New Taiwan Dollars)

Item
Materials, beginning of the year
Plus: Purchases
Less: Material sold
Materials, end of the year
Material scraps
Transferred to manufacturing expenses
Transferred to operating expenses
Direct materials
Direct labor
Manufacturing expenses
Total Manufacturing costs
Plus: Work-in-process, beginning of the year
Purchased work-in-process
Less: Work-in-process, end of the year
Transferred to manufacturing expenses
Transferred to operating expenses
Cost of finished goods
Plus: Finished goods, beginning of the year
Purchased finished goods
Less: Finished goods, end of the year
Transferred to manufacturing expenses
Transferred to operating expenses
Inventory scraps
Cost of goods sold�Material sold
Loss on disposal of scrap
Losses on inventory valuation and obsolescence
Revenue from sales of scraps
Costs of sales
Amount
Sub total
Total
$ 697,578
5,403,318
(417,089)
(873,764)
(4,211)
(83,156)
(34,212)
4,688,464
487,219
1,638,994
6,814,677
126,585
2,913
(91,829)
(46,434)
(90,392)
(99,157)
6,715,520
281,550
97,421
(261,680)
(6,248)
(93,387)
(2,155)
15,501
6,731,021
417,089
6,366
2,932
(53,012)
$
7,104,396

64

ELITE MATERIAL CO., LTD.

STATEMENT OF SELLING EXPENSES

For the Year Ended December 31, 2021

(In Thousands of New Taiwan Dollars)

Item Description Amount Note
Payroll expenses $ 41,044
Shipping expenses 96,345
Administrative expenses 45,039
Commission expenses 113,607
Other expenses 43,494 Client included in others
does not exceed 5% of the
account balance.
Total $ 339,529
STATEMENT OF ADMINISTRATIVE
EXPENSES
Item Description Amount Note
Payroll expenses $ 445,952
Remuneration of directors 63,040
Other expenses 164,884 Client included in others
does not exceed 5% of the
account balance.
Total $ 673,876

65

ELITE MATERIAL CO., LTD.

STATEMENT OF RESEARCH AND DEVELOPMENT EXPENSES

For the Year Ended December 31, 2021

(In Thousands of New Taiwan Dollars)

Item Description Amount
Note
$ 190,037
88,150
48,960
Client included in others
does not exceed 5% of the
account balance.
$
327,147
Research and development
expenses
Payroll expenses
Other expenses
Total

66

ANNEX II

Year 2021 Consolidated Financial Reports Audited by CPA

  • 95 -

Stock Code:2383

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

With Independent Auditors’ Report For the Years Ended December 31, 2021 and 2020

Address: No.18, Datong 1st Rd., Guanyin Dist., Taoyuan City 328, Taiwan (R.O.C.) Telephone: (03)483-7937

The independent auditors’ 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’ report and consolidated financial statements, the Chinese version shall prevail.

1

Table Of Contents

Contents
1.Cover Page
2.Table of Contents
3.Representation Letter
4.Independent Auditors’ Report
5.Consolidated Statements of Financial Position
6.Consolidated Statements of Comprehensive Income
7.Consolidated Statements of Changes in Equity
8.Consolidated Statements of Cash Flows
9.Notes to the Consolidated Financial Statements
(1) Organization and Business
(2) Approval Date and Procedures of the Consolidated Financial Statements
(3) New Standards and Interpretations Adopted
(4) Significant Accounting Policies
(5) Major Sources of Accounting Assumptions, Judgments and Estimation
Uncertainty
(6) Summary of Major Accounts
(7) Related-Party Transactions
(8) Pledged Assets
(9) Significant Contingencies and Commitments
(10) Significant Catastrophic Losses
(11) Significant Subsequent Events
(12) Others
(13) Additional Disclosures
a) Information on significant transactions
b) Information on investees
c) Information on investment in Mainland China
d) Major shareholders
(14) Segment Information
Page
1
2
3
4
5
6
7
8
9
9
9�10
10�26
26
27�54
55�56
56
56�58
58
58
58
59�63
63�64
65
65
66�68

2

Representation Letter

The entities that are required to be included in the combined financial statements of Elite Material Co., Ltd. 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 International Financial Reporting Standards No. 10 by the Financial Supervisory Commission, "Consolidated Financial Statements." In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Elite Material Co., Ltd. and Subsidiaries do not prepare a separate set of combined financial statements.

Company name: Elite Material Co., Ltd. Chairman: Ding-Yu Dong Date: February 23, 2022

3

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KPMG

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Independent Auditors’ Report

To the Board of Directors of Elite Material Co., Ltd.:

Opinion

We have audited the consolidated financial statements of Elite Material Co., Ltd. and its subsidiaries (“ the Group”), which comprise the consolidated statement of financial position as of December 31, 2021 and 2020, and the consolidated statement of comprehensive income, changes in equity and cash flows for the year ended December 31, 2021 and 2020, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the year ended December 31, 2021 and 2020 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“ IFRSs” ), International Accounting Standards (“ IASs” ), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“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.

  1. Revenue recognition

Please refer to Note 4(o) "Revenue" and Note 6(s) "Revenue" of the consolidated financial statements.

4

KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.

Description of key audit matter:

The recognition of revenue is based on the fact that the Group has transferred all its ownership and the significant risk of its products to the customers. The judgment on the arrival date of the products involves uncertainty under the FOB destination which is stated in the sales contracts between the Group and the customers. The Group still needs to take the risk of the products before they are delivered to customers.

Therefore, the recognition of revenue was considered to be one of the key audit matters in the audit.

How the matter was addressed in our audit:

In relation to the key audit matter above, we have performed certain key audit procedures that included: assessing the accounting policies on the recognition timing of sales revenue and the appropriateness of related internal controls; testing the effectiveness of implementation of internal control ; performing cut-off test for recognition of revenue on the period before and after the reporting date to assess the rationality to the recognition timing of sales revenue.

2. Allowance for Inventory Valuation

Please refer to Note (4)(h) "Inventories" and Note (6)(e)” Inventories” of the consolidated financial statements.

Description of key audit matter:

The printed circuit board and other electronic components are the major products of the Group. Inventories have specific life cycle due to their attributes. Apart from this, the Group prepared certain amounts of security stock to meet the delivery date required by the customers. Inventories are stated at the lower of cost or net realizable value. Consequently, there may be situations that the net realizable value of inventory will exceed its cost. In addition, the Group would purchase the materials in advance for the expected sales orders. The cancellation or the change of orders, and the change of the material used or quantities of the material may lead to product obsolescence. Therefore, the recognition on allowance for inventory valuation and obsolescence loss was considered to be one of the key audit matters in the audit.

How the matter was addressed in our audit:

In relation to the key audit matter above, we have performed certain key audit procedures that included: assessing the allowance for loss due to price decline, obsolete, and slow moving inventories to determine whether policy of the Group is applied; selecting samples to examine their net realizable values to verify the accuracy and completeness of inventory aging report; reassessing the accuracy of allowance for inventory valuation and obsolescence loss according to the Group's accounting policy; performing a retrospective review to evaluate the completeness of disclosure for allowance for inventories.

Other Matter

Elite Material Co., Ltd. has additionally prepared its parent company only financial statements as of and for the years ended December 31, 2021 and 2020, on which we have issued an unqualified opinion.

4-1

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 IFRSs, IASs, interpretation as well as related guidance endorsed 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 consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the 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 auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

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

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

4-2

  1. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the group financial statements. We are responsible for the direction, supervision and performance of the group audit.

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 Yi-Chun Chen and Chung-Yi Chiang.

KPMG

Taipei, Taiwan (Republic of China) Febuary 23, 2022

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated 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’ audit 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’ audit report and consolidated financial statements, the Chinese version shall prevail.

4-3

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

2021.12.31
ASSETS
Amount
%
Current Assets:
1100
Cash and cash equivalents (Note (6)(a))
$ 6,642,069
18
1150
Notes receivable, net (Note (6)(c))
146,612
-
1170
Accounts receivable, net (Notes (6)(c) and (7))
13,127,064
36
1200
Other receivables, net (Notes (6)(d) and (7))
97,758
-
1310
Inventories, manufacturing business, net (Note (6)(e))
5,465,411
15
1479
Other current assets, others
364,830
1
25,843,744
70
Non-Current Assets:
1517
Non-current financial assets at fair value through other comprehensive
income (Note (6)(b))
-
-
1550
Investments accounted for using equity method, net (Note (6)(f))
-
-
1600
Property, plant and equipment (Note (6)(g))
8,468,582
23
1755
Right-of-use assets (Note (6)(h))
600,189
2
1780
Total intangible assets
669,410
2
1840
Deferred tax assets (Note (6)(p))
281,368
1
1900
Other non-current assets
625,368
2
1920
Guarantee deposits paid
61,780
-
1975
Net defined benefit asset, non-current (Note (6)(o))
14,620
-
10,721,317
30
Total assets
$
36,565,061
100
2020.12.31
Amount
%
5,731,862
20
291,991
1
9,642,069
35
49,011
-
3,702,172
13
151,452
1
19,568,557
70
15,681
-
10,115
-
6,531,008
23
238,157
1
671,900
3
225,052
1
572,999
2
19,583
-
3,754
-
8,288,249
30
27,856,806
100
2021.12.31
LIABILITIES AND STOCKHOLDERS' EQUITY
Amount
%
Current Liabilities:
2100
Short-term borrowings (Note (6)(i))
$ 2,588,894
7
2110
Short-term notes payable (Note (6)(j))
199,820
1
2170
Accounts payable
8,127,533
22
2200
Other payables (Note (7))
2,841,515
8
2230
Current tax liabilities
424,343
1
2280
Current lease liabilities (Note (6)(m))
11,604
-
2322
Long-term borrowings, current portion (Note (6)(k))
128,571
-
2399
Other current liabilities, others
162,952
-
14,485,232
39
Non-Current liabilities:
2540
Long-term borrowings (Note (6)(k))
721,429
2
2570
Deferred tax liabilities (Note (6)(p))
859,997
2
2580
Non-current lease liabilities (Note (6)(m))
291,641
1
2600
Total other non-current liabilities (Note (6)(n))
432,875
1
2,305,942
6
Total liabilities
16,791,174
45
Equity attributable to owners of parent (Note (6)(q)):
3100
Capital stock
3,329,183
9
3200
Capital surplus
1,868,661
5
Retained earnings:
3310
Legal reserve
2,403,968
7
3320
Special reserve
756,891
2
3351
Accumulated profit and loss
12,298,052
34
3400
Other equity interest
(903,909)
(2)
36XX
Non-controlling interests
21,041
-
Total equity
19,773,887
55
Total liabilities and equity
$
36,565,061
100
2021.12.31 2020.12.31
Amount
%
608,724
2
-
-
5,846,870
21
2,144,715
8
294,853
1
-
-
552,856
2
165,767
1
9,613,785
35
564,281
2
910,951
3
-
-
12,280
-
1,487,512
5
11,101,297
40
3,329,183
12
1,868,661
7
2,035,014
7
832,393
3
9,430,270
34
(756,891)
(3)
16,879
-
16,755,509
60
27,856,806
100
Amount
%

The accompanying notes are an integral part of the consolidated financial statements.

5

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Years Ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

4000
Operating revenue (Notes (6)(s) and (7))
5000
Operating costs (Note (6)(e))
Gross profit from operations
Operating expenses:
6100
Total selling expenses
6200
Total administrative expenses
6300
Total research and development expenses
6450
Impairment loss (Note (6)(c))
Total operating expenses
Net operating income
Non-operating income and expenses (Note (6)(u)):
7100
Total interest income
7020
Other gains and losses, net
7050
Finance costs, net
7370
Share of profit 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)(p))
8200
Profit
Other comprehensive income:
8310
Components of other comprehensive income that will not be reclassified to profit or
loss
8311
Losses on remeasurements of defined benefit plans
8316
Unrealized losses from investments in equity instruments measured at fair value
through other comprehensive income
8349
Income tax related to components of other comprehensive income that will not be
reclassified to profit or loss
Components of other comprehensive income that will not be reclassified to
profit or loss
8360
Components of other comprehensive income (loss) that will be reclassified to profit
or loss
8361
Exchange differences on translation of foreign financial statements
8399
Income tax related to components of other comprehensive income that will be
reclassified to profit or loss
Components of other comprehensive income that will be reclassified to profit
or loss
Other comprehensive income
Total comprehensive income
Loss attributable to:
Owners of the parent company
Non-controlling interests
Comprehensive income attributable to:
Owners of the parent company
Non-controlling interests
Earnings per share (Note (6)(r))
Basic earnings per share (dollars)
Diluted earnings per share (dollars)
2021 %
100
(74)
26
(3)
(3)
(2)
-
(8)
18
-
-
-
-
-
18
(4)
14
-
-
-
-
-
-
-
-
14
14
-
14
14
-
14
16.50
16.46
2020
Amount
27,200,786
(20,160,757)
7,040,029
(866,698)
(914,229)
(582,679)
7,028
(2,356,578)
4,683,451
74,266
157,482
(60,724)
(10,912)
160,112
4,843,563
(1,149,293)
3,694,270
675
-
(135)
540
94,534
(18,876)
75,658
76,198
3,770,468
3,688,999
5,271
3,694,270
3,765,041
5,427
3,770,468
%
100
(74)
Amount
$ 38,500,026
(28,431,472)
10,068,554
(1,114,301)
(1,264,567)
(770,530)
3,464
(3,145,934)
6,922,620
52,252
23,291
(76,323)
(9,944)
(10,724)
6,911,896
(1,411,739)
5,500,157
(1,945)
(15,335)
389
(16,891)
(164,772)
32,921
(131,851)
(148,742)
$
5,351,415
$ 5,493,218
6,939
$
5,500,157
$ 5,344,644
6,771
$
5,351,415
$
$
26
(3)
(3)
(2)
-
(8)
18
-
-
-
-
-
18
(4)
14
-
-
-
-
-
-
-
-
14
14
-
14
14
-
14
11.33
11.07

The accompanying notes are an integral part of the consolidated financial statements.

6

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) REVIEWED ONLY, NOT AUDITED IN ACCORDANCE WITH GENERALLY ACCEPTED AUDITING STANDARDS ELITE MATERIAL CO., LTD. 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 at January 1, 2020
Profit for the year ended December 31, 2020
Other comprehensive income for the year ended December 31, 2020
Total comprehensive income for the year ended December 31, 2020
Earnings distribution:
Legal reserve
Special reserve
Cash dividends on ordinary share
Conversion of convertible bonds
Changes in non-controlling interests
Balance at December 31, 2020
Profit for the year ended December 31, 2021
Other comprehensive income for the year ended December 31, 2021
Total comprehensive income for the year ended December 31, 2021
Earnings distribution:
Legal reserve
Special reserve reversal
Cash dividends on ordinary share
Changes in non-controlling interests
Balance at December 31, 2021
Equity attributable t Equity attributable t o owners of parent o owners of parent o owners of parent Total Equity
Attributable to
Owners of
Parent
13,519,931
3,688,999
76,042
3,765,041
-
-
(1,918,248)
1,371,906
-
16,738,630
5,493,218
(148,574)
5,344,644
-
-
(2,330,428)
-
19,752,846
Non-controlling
Interests
16,638
5,271
156
5,427
-
-
-
-
(5,186)
16,879
6,939
(168)
6,771
-
-
-
(2,609)
21,041
Total equity
13,536,569
3,694,270
76,198
Share capital
Ordinary
Shares
$ 3,197,080
-
-
-
-
-
-
132,103
-
3,329,183
-
-
-
-
-
-
-
$
3,329,183
Capital
Surplus
628,858
-
-
-
-
-
-
1,239,803
-
1,868,661
-
-
-
-
-
-
-
1,868,661
Retained earnings Total other equity interest
Exchange
Differences on
Unrealised
gains (losses)
Translation of
Foreign
Statements
on available for
sale financial
assets
(831,955)
(438)
-
-
75,502
-
75,502
-
-
-
-
-
-
-
-
-
-
-
(756,453)
(438)
-
-
(131,683)
(15,335)
(131,683)
(15,335)
-
-
-
-
-
-
-
-
(888,136)
(15,773)
Exchange
Differences on
Translation of
Foreign
Statements
(831,955)
-
75,502
75,502
-
-
-
-
-
(756,453)
-
(131,683)
(131,683)
-
-
-
-
(888,136)
Legal
Reserve
1,710,929
-
-
-
324,085
-
-
-
-
2,035,014
-
-
-
368,954
-
-
-
2,403,968
Special
Reserve
423,554
-
-
-
-
408,839
-
-
-
832,393
-
-
-
-
(75,502)
-
-
756,891
Unappropriated
Retained
Earnings
8,391,903
3,688,999
540
3,689,539 3,770,468
-
-
(1,918,248)
1,371,906
(5,186)
16,755,509
5,500,157
(148,742)
5,351,415
-
-
(2,330,428)
(2,609)
19,773,887

The accompanying notes are an integral part of the consolidated financial statements.

7

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. 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 loss
Net gain on financial assets or liabilities at fair value through profit or loss
Interest expense
Interest income
Share of loss of associates and joint ventures accounted for using equity method
Loss on disposal of property, plan and equipment
Others
Dividend income
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Changes in operating assets:
Notes receivable
Accounts receivable
Other receivable
Inventories
Other current assets
Other operating assets
Total changes in operating assets
Changes in operating liabilities:
Accounts payable
Other payable
Other current liabilities
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 (used in) investing activities:
Net cash flow from acquisition of subsidiaries
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Acquisition of right-of-use assets
(Increase) decrease in refundable deposits
Other investing activities
Net cash flows used in investing activities
Cash flows from (used in) financing activities:
Increase (decrease) in short-term loans
Increase (decrease) in short-term notes and bills payable
Proceeds from long-term debt
Repayments of long-term debt
Increase in guarantee deposits received
Payment of lease liabilities
Cash dividends paid
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
$ 6,911,896
690,156
29,238
(3,464)
-
76,323
(52,252)
9,944
540
-
(24,243)
726,242
144,696
(3,523,108)
(92,635)
(1,783,772)
(230,475)
(56,045)
(5,541,339)
2,318,681
539,398
8,735
402,345
3,269,159
(2,272,180)
(1,545,938)
5,365,958
60,664
24,243
(74,417)
(1,354,926)
4,021,522
-
(2,470,150)
7,942
(44,622)
(74,843)
(36,681)
227
(2,618,127)
1,983,991
200,000
750,000
(1,014,529)
5,179
(11,362)
(2,333,037)
(419,758)
(73,430)
910,207
5,731,862
$
6,642,069
2020
4,843,563
599,222
9,391
(7,028)
(1,853)
46,684
(74,266)
10,912
571
14,040
-
597,673
3,321
(484,607)
17,424
(647,818)
175,253
(93,425)
(1,029,852)
46,714
343,235
70,528
(10,646)
449,831
(580,021)
17,652
4,861,215
97,697
-
(47,189)
(1,394,511)
3,517,212
(719,072)
(1,199,655)
101
(43,197)
-
2,696
-
(1,959,127)
(226,374)
(100,000)
1,052,712
(917,965)
1,868
-
(1,923,434)
(2,113,193)
(63,820)
(618,928)
6,350,790
5,731,862

The accompanying notes are an integral part of the consolidated financial statements.

8

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

(1) Organization and Business

ELITE MATERIAL CO., LTD. (the "Company") was incorporated on March 24, 1992 as a company limited by shares under the Company Act of the Republic of China (R.O.C.). The main operating activities are the manufacturing and selling of copper clad laminates, electronic-industrial specialty chemical and raw materials, work-in-process, and finished goods of electronic components. The manufacturing and selling of printed circuit board is the main source of sales revenue.

The Company's common shares were traded on the Taipei Exchange (TPEx) on December 26, 1996, and its shares were publicly listed and traded on the Taiwan Stock Exchange (TSE) on November 27, 1998. The Company's registered office is on No.18, Datong 1st Rd., Guanyin Dist., Taoyuan City 328, Taiwan (R.O.C.).

(2) Approval Date and Procedures of the Consolidated Financial Statements

The Board of Directors approved and issued the consolidated financial statements on February 23, 2022.

(3) New Standards 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 its 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”

The Group has initially adopted the following new amendments, which do not have a significant impact on its consolidated financial statements, from April 1, 2021:

  • �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 its 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”

9

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  • (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 its 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”

  • �Amendments to IAS 12 “Deferred Tax related to Assets and Liabilities arising from a Single Transaction”

(4) Significant Accounting Policies

The significant accounting policies adopted in the consolidated financial statements are as follows. Except for those specially indicated, the following accounting policies were applied consistently throughout the periods presented in the consolidated financial statements.

  • (a) Statement of compliance

These consolidated 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 and issued into effect by the Financial Supervisory Commission, R.O.C..

  • (b) Basis of preparation

  • 1.Basis of measurement

The consolidated financial statements have been prepared on a historical cost basis except for the following material items in the statement of financial position:

  • 1) Financial assets and liabilities at fair value through profit or loss in fair value measurement;

  • 2) Available-for-sale financial assets in fair value measurement;

  • 3) The net defined benefit liabilities (or assets) is recognized as the fair value of plan assets, net of aggregation of the present value of the defined benefit obligation, with a limit based on a defined benefit assets as disclosed in Note 4(q).

2.Functional and presentation currency

The functional currency of each Group 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 Company's functional currency. All financial information presented in New Taiwan Dollars has been rounded to the nearest thousand.

10

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  • (c) Basis of consolidation

  • 1.Principle of preparation of the consolidated financial statements

The consolidated financial statements comprise the Company and its subsidiaries. The Group controls an entity when it is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its control over the entity.

The financial statements of the subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. Intragroup balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Losses applicable to the non-controlling interests in a subsidiary are allocated to non-controlling interests even if doing so causes the non-controlling interests to have a deficit balance.

Accounting policies of subsidiaries have been adjusted to ensure consistency with the policies adopted by the Group.

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 differences between the Group’ s share of net assets before and after the change, and any considerations received or paid, are adjusted to or against the Group reserves.

  • 2.List of subsidiaries in the consolidated financial statements:
Name of
investor
Name of subsidiary Principal
activity
Shareholding
2021.12.31
2020.12.31
Note
The Company
The Company
The Company
EMC OVERSEAS
HOLDING
INCORPORATED
Grand Wuhan
Incorporated
EMC
INTERNATIONAL
HOLDING
INCORPORATED
Investment business
Import/export business
and Investment
business
Investment business
%
100.00
%
100.00
Established in British
Virgin Islands in July
1996. As of December
31, 2021, the authorized
issued capital of the
Company was USD
36,257.
%
100.00
%
100.00
Established in Cayman
Islands in January 2018.
As of December 31,
2021, the authorized
issued capital of the
Company was USD
20,020.
%
100.00
%
100.00
Established in Cayman
Islands in July 2020. As
of December 31, 2021,
the paid-in capital of the
Company was USD
26,310.

11

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

Name of
investor
Name of subsidiary Principal
activity
Shareholding
2021.12.31
2020.12.31
Note
EMC OVERSEAS
HOLDING
INCORPORATED
Grand Zhuhai
Incorporated
Grand Zhuhai
Incorporated
Grand Shanghai
Incorporated
Grand Zhongshan
Incorporated
Grand Wuhan
Incorporated
Grand Zhuhai
Incorporated
Grand Shanghai
Incorporated
Grand Zhongshan
Incorporated
Elite Electronic
Material (Kunshan)
Co., Ltd.
Elite Electronic
Material (Zhongshan)
Co., Ltd.
Elite Electronic
Material (Huangshi)
Co., Ltd.
Import/export business
and Investment
business
Import/export
business and
Investment business
Import/export
business and
Investment business
Copper clad laminate
and prepreg business
Copper clad laminate
and prepreg business
Copper clad laminate
and prepreg business
%
100.00
%
100.00
Established in Cayman
Islands in April 2004. As
of December 31, 2021,
the authorized issued
capital of the Company
was USD 33,799.
%
99.79
%
99.79
Established in British
virgin Islands in May
1997. As of December
31, 2021, the authorized
issued capital of the
Company was USD
18,200.
%
100.00
%
100.00
Established in British
virgin Islands in 2004.
As of December 31,
2021, the authorized
issued capital of the
Company was USD
16.437.
%
100.00
%
100.00
Established in Kunshan
Economic and
Technological
Development Zone,
Jiangsu, Mainland China
in September 1997. As
of December 31, 2021,
the authorized issued
capital of the Company
was USD 63,200.
%
100.00
%
100.00
Established in
Zhongshan Torch
Development Zone,
Guangdong province,
Mainland China in July
2004. As of December
31, 2021, the authorized
issued capital of the
Company was USD
20,200.
%
100.00
%
100.00
Established in Huangshi
Economic and
Technological
Development Zone,
Hubei, Mainland China
in March 2018. As of
December 31, 2021, the
authorized issued capital
of the Company was
USD 20,000.

12

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

Name of
investor
Name of subsidiary Principal
activity
Shareholding
2021.12.31
2020.12.31
Note
EMC
INTERNATIONAL
HOLDING
INCORPORATED
EMC
INTERNATIONAL
HOLDING
INCORPORATED
EMC SPECIAL
APPLICATION
INCORPORATED
EMC SPECIAL
APPLICATION
INCORPORATED
EMC USA
HOLDING
INCORPORATED
EMD SPECIALTY
MATERIALS, LLC
Investment business
Investment business
Copper clad laminate
and prepreg business
%
100.00
%
100.00
Established in Cayman
Islands in August 2020.
As of December 31,
2021, the paid-in capital
of the Company was
USD 26,255.
%
100.00
%
-
100% invested by EMC
INTERNATIONAL
HOLDING
INCORPORATED in
December 2021.
%
100.00
%
100.00
100% invested by EMC
SPECIAL
APPLICATION
INCORPORATED in
December 2020.
  1. List of subsidiaries which are not included in the consolidated interim financial statements: None.

  2. (d) Foreign Currency

1. Foreign currency transaction

Transactions in foreign currencies are translated into the respective functional currencies of Group entities 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. Nonmonetary 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.

2. 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 are translated into the presentation currency at the average exchange rate. Exchange differences are recognized in other comprehensive income.

When the Group disposes of any 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 interest. When the Group disposes of only part of investment in an associate of a 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.

13

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, Exchange differences arising from such items are considered to form part of a net investment in the foreign operation and are recognized in other comprehensive income, and presented in the translation reserve in equity.

  • (e) Assets and liabilities classified as current and non-current

An asset is classified as current under one of the following criteria, and all other assets are classified as non-current.

  1. It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;

  2. It is held primarily for the purpose of trading;

  3. It is expected to be realized within twelve months after the reporting period; or

  4. The asset is cash or a cash equivalent (as defined in IAS 7) 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:

  1. It is expected to be settled in the normal operating cycle;

  2. It is held primarily for the purpose of trading;

  3. It is due to be settled within twelve months after the reporting period; or

  4. The Group 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.

  5. (f) 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 are subject to an insignificant risk of changes in value. Time deposits which meet the above definition and are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes should be recognized as cash equivalents.

  • (g) Financia instrumentsl

  • 1.Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

14

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

On initial recognition, a financial asset is classified as measured at: amortized cost; Fair value through other comprehensive income (FVOCI) – financial assets 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 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 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.

15

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

Dividend income is recognized in profit or loss on the date on which the Group’ s right to receive payment is established.

  • 3) Impairment of financial assets

The Group recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, amortized costs, notes and accounts receivable, leases receivable, other receivable, guarantee deposit paid and other financial assets), debt investments measured at FVOCI and contract assets.

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 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 and contract assets are 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 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 and informed credit assessment as well as forward-looking information.

ECL are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls. The difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive. ECL are discounted at the effective interest rate of the financial asset.

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 more than 90 days past due;

  • �the lender of the borrow, for eononic or contractual rqasons relating to the borrower's finanical 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.

16

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

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 recognized in other comprehensive income instead of reducing the carrying amount of the asset. The Group recognizes the amount of expected credit losses (or reversal) in profit or loss, as an impairment gain or loss.

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 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 amounts due.

  • 4) Derecognition of financial assets

Financial assets are derecognized when the contractual rights of the cash inflow from the assets are terminated, or when the Group transfers substantially all the risks and rewards of ownership of the financial assets.

  1. Financial liabilities and equity instruments

  2. 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.

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.

Compound financial instruments issued by the Group comprise convertible notes that can be converted to share capital at the option of the holder when the number of shares to be issued is fixed.

The liability component of a compound financial instrument is recognized initially at the fair value of a similar liability that does not have an equity conversion option. The equity component is recognized initially at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest method. The equity component of a compound financial instrument is not re-measured subsequent to initial recognition.

Interest related to the financial liability is recognized in profit or loss.

On conversion, the financial liability is reclassified to equity, and no gain or loss is recognized.

17

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

2) 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.

3) Derecognizing of financial liabilities

The Group derecognizes a financial liability when its contractual obligation has been discharged or cancelled or expires. The difference between the carrying amount of a financial liability removed and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss, and is included in the statement of comprehensive income.

  • (h) Inventories

Inventories are measured at the lower of cost or net realizable value. The cost of inventories consists of all costs of purchase and other costs incurred in bringing the inventories to a salable and useable location and condition. Inventory cost is calculated using the weighted-average-cost formula.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

  • (i) Investment in associates

Associates are those entities in which the Group has significant influence, but not control or joint control, over their financial and operating policies.

Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill arising from the acquisition, less any accumulated impairment losses.

The consolidated financial statements include the Group’ s share of the profit or loss and other comprehensive income of thsoe associates after adjustments to align their accounting policies with those of the Group, from the date on which significant influence commences until the date on which significant influence ceases. The Group recognizes any changes of its propertionate share in the investee within capital surplus, when an associate’s equity changes due to reasons other than profit and loss or comprehensive income, which did not result in changes in actual significant influence.

Gains and losses resulting from transactions between the Group and an associate are recognized only to the extent of unrelated Group’s interests in the associate.

When the Group’s share of losses exceeds its interests in an associate, it discontinues ecognizing its share of further losses. After the recognized interest is veduct to zeor, additional losses are provided for, and a libaility is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate.

18

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  • (j) Property, plant, and equipment

  • Recognition and measurement

Items of property, plant and equipment are measured at cost, 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.

  1. Subsequent expenditure

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

  1. Depreciation

Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straightline 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 of property, plant and equipment for current and comparative periods are as follows:

1) Buildings 2 years~56 years 2) Machineries 2 years~19 years 3) Miscellaneous equipment 2 years~14 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

  • (k) Lease

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 leasee

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.

19

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

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:

  • fixed payments, including in-substance fixed payments;

  • variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

  • amounts expected to be payable under a residual value guarantee; and

  • 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:

  • there is a change in future lease payments arising from the change in an index or rate; or

  • there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee; or

  • 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

  • there is a change of its assessment on whether it will exercise a extension or termination option; or

  • there is 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 Group 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.

20

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

The Group 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 Group has elected not to recognize right-of-use assets and lease liabilities for short-term leases. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

From January 1, 2021, when the basis for determining future lease payments changes as required by interest rate benchmark reform, the Group will remeasure the lease liability by discounting the revised lease payments using the revised discount rate that reflects the change to an alternative benchmark interest rate.

(l) Intangible assets

  1. Recognition and measurement

Goodwill arising on the acquisition of subsidiaries is measured at cost, less accumulated impairment losses.

Other intangible assets, that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.

  1. 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, is recognized in profit or loss as incurred.

  1. 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 lives for current and comparative periods are as follows:

1) Softwares
1 years~ 10 years
2) Loyalties 9 years
3) Customer relationships 13 years
4) Trademarks 15 years

Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

21

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

(m) Impairment – non financial assets

At each reporting date, the Group reviews the carrying amounts 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. Goodwill is tested annually for impairment.

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. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

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.

  • (n) Provisions

A provision is recognized if, as a result of a past event, the Group has a present 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.

The provision of sales discounts from defective products is recognized when selling. The provision is estimated and measured on related probabilities of historical experience data and all possible results.

  • (o) Revenue

1. 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.

22

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

1) Sale of goods-electronic components

The Group manufactures and sells electronic components to computer manufacturers. 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’s obligation to provide a refund for faulty products is recognized at the time of sale. Accumulated experience is used to estimate such returns. The amount estimated is recognized as a provision for warranty at reporting date.

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.

( p ) Government grants

The Group recognizes an unconditional government grant related to factory relocation of Elite Electronic Material (Kunshan) Co., Ltd. in profit or loss 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 Group will comply with the conditions associated with the grant; they are then recognized in deduction of depreciation 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

1. Defined contribution plans

Obligations for contributions to the defined contribution pension plans are recognized as employee benefit expense in profit or loss in the periods during which services are rendered by the employees.

2. Defined benefit plans

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Group’ s net obligation with respect to the defined benefit pension plans is calculated separately for each plan by estimating the amount of the future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value.

Any fair value of any plan assets is deducted. The discount rate is the yield at the reporting date on government bonds that have maturity dates approximating the terms of the Group’s obligations and that are denominated in the same currency in which the benefits are expected to be paid.

23

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

The calculation is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a benefit to the Group, the recognized asset is limited to the total of 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. In order to calculate the present value of economic benefits, consideration is given to any minimum funding requirements that apply to any plan in the Group. An economic benefit is available to the Group if it is realizable during the life of the plan, or on settlement of the plan liabilities.

When the benefits of a plan are amended, the relating expenses, resulting from the portion of the increased benefit relating to past services provided by the employees, are recognized immediately in profit or loss to the extent that the benefits are vested immediately.

Remeasurement of the net defined benefit liability (asset), which comprise (1) actuarial gains and losses, (2) the return on plan assets (excluding interest) and (3) the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income. The Group can reclassify the amounts recognized in other comprehensive income to retained earnings or other equity. If the amounts recognized in other comprehensive income are transferred to other equity, they shall not be reclassified to profit or loss or recognized in retained earnings in a subsequent period.

Net interest expense and other expenses related to the defined benefit plans are recognized in retained earnings.

The Group recognizes gains or losses on the curtailment or settlement of a defined benefit plan when the curtailment or settlement occurs. The gain or loss on curtailment comprises any resulting change in the fair value of plan assets and any change in the present value of the defined benefit obligation.

3. Short-term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided.

A liability is recognized for the amount expected to be paid under short-term cash bonus or profitsharing plans if the 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) Income taxes

Income tax expenses include both 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 include tax payables and tax deduction receivables on taxable gains (losses) for the year calculated using the statutory tax rate on the reporting date or the actual legislative tax rate, as well as tax adjustments related to prior years.

24

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

The 10% surtax on undistributed retained earnings is recognized as income tax expense in the subsequent year when the distribution proposal is approved by the shareholders' meeting.

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 shall not be recognized for the below exceptions:

  1. 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;

  2. 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

  3. taxable temporary differences arising on the initial recognition of goodwill.

A deferred tax asset should be 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 profit will be available against which the unused tax losses, unused tax credits, and deductible temporary differences can be utilized. Such unused tax losses, unused tax credits, and deductible temporary differences shall also be re-evaluated every year on the financial reporting date, and adjusted based on the probability that future taxable profit will be available against which the unused tax losses, unused tax credits, and deductible temporary differences can be utilized.

Deferred tax assets and liabilities shall be measured at the tax rates that are expected to be applied to the period when the asset is realized or the liability is settled, based on tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets and liabilities may be offset against each other if the following criteria are met:

  1. the entity has the legal right to settle tax assets and liabilities on a net basis; and

  2. the taxing of deferred tax assets and liabilities fulfill one of the below scenarios:

  3. 1) levied by the same taxing authority; or

  4. 2) levied by different taxing authorities, but where each such authority 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 where the timing of asset realization and debt liquidation is matched.

  5. (s) Business combination

The Group accounts for business combinations using the acquisition method. The goodwill arising from an acquisition is measured as the excess of (i) the consideration transferred (which is generally measured at fair value) and (ii) the amount of non-controlling interest in the acquiree, both over the identifiable net assets acquired at the acquisition date. If the amount calculated above is a deficit balance, the Group recognized that amount as a gain on a bargain purchase in profit or loss immediately after reassessing whether it has correctly identified all of the assets acquired and all of the liabilities assumed.

25

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

All acquisition-related transaction costs are expensed as incurred, except for the issuance of debt or equity instruments.

(t) Earnings per share

The Group discloses the Company's basic and diluted earnings per share attributable to ordinary equity holders of the Company. The basic earnings per share are calculated as the profit attributable to the ordinary shareholders of the Company divided by the weighted-average number of ordinary shares outstanding after adjustment for the effects of all potentialy dilutive ordinary shares, 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 incur 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) Major Sources of Accounting Assumptions, Judgments and Estimation Uncertainty

The preparation of the consolidated financial statements in conformity with the IFRSs endorsed by the FSC requires management to make 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 next period.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year is as follows:

(a) Valuation of inventories

As 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 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 inventories. Refer to note (6)(f) for further description of the valuation of inventories.

26

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

(6) Summary of Major Accounts

  • (a) Cash and cash equivalents
Cash and cash equivalents
Cash on hand
Savings accounts
Time deposits
Cash equivalents
2021.12.31
$ 520
5,034,224
877,965
729,360
$
6,642,069
2020.12.31
616
3,392,914
2,015,834
322,498
5,731,862

Please refer to Note (6)(v) for the interest analysis of financial assets and liabilities.

  • (b) Financial assets at fair value through other comprehensive income
Equity investments at fair value through other
comprehensive income:
Stock unlisted in domestic markets�Proud Star
International Limited
2021.12.31
$
-
2020.12.31
15,681

1.Equity investments at fair value through other comprehensive income

The purpose that the Group invests in the abovementioned equity securities is for long-term strategies, but rather for trading purpose. Therefore, these equity securities are designated as at FVOCI, whereas, were presented under available-for-sale financial assets.

No strategic investments were disposed as of December 31, 2021 and 2020, and there were no transfers of any cumulative gain or loss within equity relating to these investments.

  • 2.The Group’s information of credit risk and market risk please refer to note (6)(v).

  • 3.The above financial assets did not have any long loans and financing facilities guarantee.

  • (c) Notes and accounts receivable

Note receivables from operating activities
Trade receivables-measured as amortized cost
Less: Loss allowance
2021.12.31
$ 146,961
13,131,350
(4,635)
$
13,273,676
2020.12.31
292,341
9,649,928
(8,209
9,934,060

27

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

The Group 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, trade 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 in Taiwan were determined as follows:

Gross carrying
amount
Current
$ 13,061,161
1 to 30 days past due
209,480
31 to 120 days past due
7,670
More than 121 days past due
-
$
13,278,311
Gross carrying
amount
Current
$ 9,743,121
1 to 30 days past due
189,555
31 to 120 days past due
9,593
More than 121 days past due
-
$
9,942,269
The movement in the allowance for notes and trade receivable
Balance at January 1
Impairment losses reversed
Amounts written off
Foreign exchange gains/(losses)
Balance at December 31
(d) Other receivables
Other receivables
Other receivables due related parties, net
Less: Loss allowance
2021.12.31
Gross carrying
amount
Weighted-
average
0.03%
0.06%
0.98%
-
2020.12.31
$ 13,061,161
209,480
7,670
-
$
13,278,311
Gross carrying
amount
2021
$ 8,209
(3,464)
-
(110)
$
4,635
2021.12.31
$ 94,391
3,367
-
$
97,758

28

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

Based on historical experience, the Group expects no credit losses by event of default from the aforementioned other recevibles, therefore, theexpected credit losses rate is 0.

(e) Inventories

Materials
Work-in-process
Finished goods
2021.12.31
$ 3,525,433
272,089
1,667,889
$
5,465,411
2020.12.31
2,411,316
287,625
1,003,231
3,702,172

As of December 31, 2021 and 2020, the details of operating cost were as follows:

Cost of goods sold
Unamortized manufacturing expenses
Loss on disposal of scrap
Losses on inventory valuation and obsolescence
Revenue from sales of scraps
Total
2021
$ 28,661,243
-
6,366
16,709
(252,846)
$
28,431,472
2020
20,273,105
13,741
12,448
17,303
(155,840)
20,160,757

As of December 31, 2021 and 2020, the Group's inventories were not pledged as collateral.

Losses on inventory valuation and obsolescence are due to obsolescence or out of use, which results in that the net realizable value is lower than the cost. Therefore, it's classified as operating cost.

  • (f) Investments accounted for using equity method

A summary of the Group's financial information for investments accounted for using the equity method at the reporting date is as follows:

Associates-TECHNICA USA
(with cost of an investment of $18,624)
Attributable to the Group:
Loss from continuing operations
Other comprehensive income
Total comprehensive income
2021.12.31
$
-
2021
$ (9,944)
-
$
(9,944)
2020.12.31
10,115
2020
(10,912)
-
(10,912)

29

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

(g) Property, plant and equipment

The cost and depreciation of the property, plant and equipment of the Group for the years ended December 31, 2021 and 2020, were as follows:

Cost:
Balance at January 1, 2021
Additions
Disposals
Reclassification
Effect of changes in foreign exchange rates
Balance at December 31, 2021
Balance at January 1, 2020
Acquisition through business combination
Additions
Disposals
Reclassification
Effect of changes in foreign exchange rates
Balance at December 31, 2020
Depreciation and impairment loss:
Balance at January 1, 2021
Depreciation for the year
Disposals
Effect of changes in foreign exchange rates
Balance at December 31, 2021
Balance at January 1, 2020
Acquisition through business combination
Depreciation for the year
Disposals
Effect of movements in exchange rates
Balance at December 31, 2020
Carrying amounts:
At December 31, 2021
At January 1, 2020
At December 31, 2020
Land
$ 470,621
-
-
-
-
$
470,621
$ 470,621
-
-
-
-
-
$
470,621
$ -
-
-
-
$
-
$ -
-
-
-
-
$
-
$
470,621
$
470,621
$
470,621
Buildings
2,792,434
-
(2,662)
10,819
(14,518)
2,786,073
2,647,230
-
-
-
112,871
32,333
2,792,434
975,102
130,549
(2,662)
(4,155)
1,098,834
845,291
-
120,074
-
9,737
975,102
1,687,239
1,801,939
1,817,332
Machineries
7,416,342
-
(62,007)
629,465
(35,300)
7,948,500
6,880,319
124,108
-
(16,980)
343,450
85,445
7,416,342
4,905,298
342,798
(54,502)
(20,302)
5,173,292
4,498,106
49,245
320,031
(16,742)
54,658
4,905,298
2,775,208
2,382,213
2,511,044
Other
equipment
1,934,789
-
(42,306)
297,198
(10,147)
2,179,534
1,602,055
38,567
-
(35,830)
308,794
21,203
1,934,789
1,122,276
191,062
(41,329)
(5,255)
1,266,754
972,904
20,525
153,205
(35,396)
11,038
1,122,276
912,780
629,151
812,513
Equipment
under
installation
and
construction
in progress
919,498
2,645,562
-
(937,482)
(4,844)
2,622,734
573,893
5,141
1,091,451
-
(765,115)
14,128
919,498
-
-
-
-
-
-
-
-
-
-
-
2,622,734
573,893
919,498
Total
13,533,684
2,645,562
(106,975)
-
(64,809)
16,007,462
12,174,118
167,816
1,091,451
(52,810)
-
153,109
13,533,684
7,002,676
664,409
(98,493)
(29,712)
7,538,880
6,316,301
69,770
593,310
(52,138)
75,433
7,002,676
8,468,582
5,857,817
6,531,008

As of December 31, 2021 and 2020, the property, plant and equipment were pledged as collateral for long-term debt and financing. Please refer to Notes (8).

30

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

For the purpose of expanding production capacity and cooperating with the local government's relocation plan, the Group purchased relevant equipment and constructions in progress. Please refer to Note (9)(a).

(j) Right-of-use assets

Information about leases for which the Group as a lessee is presented below:

Cost:
Balance as of January 1, 2021
Additions
Effect of changes in foreign exchange rates
Balance as of December 31, 2021
Balance as of January 1, 2020
Effect of changes in foreign exchange rates
Balance as of December 31, 2020
Accumulated depreciation and impairment
losses:
Balance as of January 1, 2021
Depreciation for the year
Effect of changes in foreign exchange rates
Balance as of December 31, 2021
Balance as of January 1, 2020
Depreciation for the year
Effect of changes in foreign exchange rates
Balance as of December 31, 2020
Carrying amount:
Balance as of December 31, 2021
Balance as of January 1, 2020
Balance as of December 31, 2020
Land
$ 284,615
74,843
(2,094)
$
357,364
$ 279,933
4,682
$
284,615
$ 46,458
7,571
(345)
$
53,684
$ 39,745
5,912
801
$
46,458
$
303,680
$
240,188
$
238,157
Buildings
-
318,084
(3,605)
314,479
-
-
-
-
18,176
(206)
17,970
-
-
-
-
296,509
-
-
Total
284,615
392,927
(5,699)
671,843
279,933
4,682
284,615
46,458
25,747
(551)
71,654
39,745
5,912
801
46,458
600,189
240,188
238,157

As of December 31, 2021 and 2020, the right-of-use assets were pledged as collateral for long term debt and financing. Pleaserfer to Notes (8).

31

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  • (i) Short-term borrowings
Unsecured bank loans
Unused short-term credit lines
Range of interest rates
Short-term notes and bills payable
Commercial paper payable
Less: discount unamortized
Net amount
Interest rate
Long-term borrowings
Unsecured bank loans
Secured bank loans
Less: current portion
Total
Unused short-term credit lines
Range of interest rates
Due year
2021.12.31
$
2,588,894
$
11,763,907
0.49%~3.85%
2021.12.31
$ 200,000
(180)
$
199,820
0.58%~0.65%
2021.12.31
$ 850,000
-
(128,571)
$
721,429
$
4,650,000
0.80%~1.05%
2022~2024
2020.12.31
608,724
9,766,218
0.51%~1.42%
2020.12.31
-
-
-
-
2020.12.31
800,000
317,137
(552,856)
564,281
4,000,000
0.89%~5.23%
2021~2023
  • (j) Short-term notes and bills payable

  • (k) Long-term borrowings

For the exposure information of the Group's rate foreign currency and current risk, please refer to Note (6)(v).

The Group signed a loan contract with the financial institution. According to the provisions of the contract, the Group's financial statements must maintain specific current ratios, debt ratios, net tangible assets, and interest coverage ratios on the balance sheet date during the loan period.

If such financial ratios breached specific conditions of the loan contract, they shall be improved by means of cash capital increase or other means in accordance with the agreement. As of December 31, 2021 and 2020, the Group did not violate any of the financial ratio restrictions.

32

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

(l) Unsecured convertible bonds

Profit or loss revalued by fair value of Embedded derivative
instruments-call and put rights, included in financial assets at
fair value through profit or loss
Interest expense
For the years ended December 31, For the years ended December 31,
2021
$
-
$
-
2020
1,853
14,040

The Company issued the fourth unsecured 5-year convertible bonds which bear no interest on May 16, 2017, with the maturity date on May 16, 2022. The total convertible corporate bonds issued amounted to TWD 1,500,000, with an effective interest rate of 1.80%. The Holders have the right to require the Company to redeem their convertible bonds in cash at an amount equal to the principal amount of the Bonds (with interest) at any time during the forty days after May 16, 2020. The fourth unsecured convertible bonds have been fully converted as of August 17, 2019.

  • (m) Lease liabilities

The Group lease liabilities were as follows:

The
Group lease liabilities were as follows:
Current
Non-current
For the maturities analysis, please refer to Note 6(v).
2021.12.31
$
11,604
$
291,641
2020.12.31
-
-

The amounts recognized in profit or loss were as follows:

Interest on lease liabilities
Expenses relating to short-term leases
For the years ended December 31, For the years ended December 31,
2021
$
10,111
$
36,913
2020
-
32,287

The amounts recognized in the statement of cash flows for the Group was as follows:

The amounts recognized in the statement of cash flows for the Group was as follows: Group was as follows:
Total cash outflow for leases For the years ended December 31,
2021
$
58,386
2020
32,287

1. Real estate leases

As of January 1 2021, the Group leases land and buildings for its factory and office space. The leases typically run for a period of 17.5 years, and of retail stores for 3 to 5 years. The Group has no option to purchase the assets at the end of the contract term.

33

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

2. Other leases

The Group leases machinery and equipment, and transportation equipment with lease terms of one years.These leases are short-term and/or leases of low-value items. The Group has elected not to recognize right-of-use assets and lease liabilities for these leases.

  • (n) Other non-current liabilities

The details of other non-current liabilities for the Group were as follows:

Advance receipts
Others
Total
2021.12.31
$ 415,442
17,433
$
432,875
2020.12.31
-
12,280
12,280

Because of the factory of Kunshan relocation plan, as of December 31, 2021, the Group have received $342,926 in advance from the government. Please refer to Note(9)(b).

(o) Employee benefits

1.Defined benefit plans

The Group determined the movement in the present value of the defined benefit obligations and fair value of plan assets as follows:

Present value of defined benefit obligation
Fair value of plan assets
Net defined benefit assets
2021.12.31
$ 99,666
(114,285)
$
(14,619)
2020.12.31
104,435
(108,189)
(3,754)

The Group makes defines benefit plan contributions to the pension fund account at Bank of Taiwan that provides pensions for employees upon retirement. The plans (covered by the Labor Standards Law) entitle a retired employee to receive an annual payment based on years or service and average salary for the six months prior to retirement.

1) Composition of plan assets

The Group sets aside pension funds in accordance with the regulations of the Council of Labor Affairs, and the pension funds are managed by the Pension Supervisory Committee. 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 Management and Utilization of Labor Pension Funds regulations.

The Group’s Bank of Taiwan pension reserve account balance amounted to $114,285 at the end of the reporting period. The information used to calculate pension fund assets includes the asset allocation and yield of the fund. Please refer to the information published on the website of the Council of Labor Affairs and the Labor Pension Supervisory Committee.

34

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  • 2) Movements in present value of the defined benefit obligations

The movements in present value of defined benefit obligations for the Group were as follows:

Defined benefit obligation at January 1
Current service costs and interest
Remeasurement on the net defined benefit liabilities
�Actuarial losses (gains) arising from experience
adjustments
�Actuarial losses (gains) arising from changes in
financial assumptions
Benefit pay under the plan
Defined benefit obligation at December 31
2021
$ 104,435
1,209
599
2,657
(9,234)
$
99,666
2020
122,754
2,047
(3,455)
6,085
(22,996)
104,435
  • 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:

Fair value of plan assets at January 1
Interest income
Remeasurement on the net defined benefit liabilities
�Return on plan assets (excluding current interest)
Contribution paid by the employer
Benefit paid
Fair value of plan assets at December 31
2021
$ 108,189
707
1,311
13,312
(9,234)
$
114,285
2020
115,187
1,313
3,306
11,379
(22,996)
108,189
  • 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 of net defined benefit liabilities
Operating costs
Selling expenses
Administrative expenses
Research and development expenses
2021
$ 563
(61)
$
502
$ 357
21
80
44
$
502
2020
709
24
733
543
30
115
45
733

35

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

5) Remeasurement on the net defined benefit liabilities recognized in other comprehensive income

The Group’ s remeasurement on the net defined benefit liabilities recognized in other comprehensive income as follows:

Cumulative amount at January 1
Recognized during the period
Cumulative amount at December 31
2021
$ 19,813
1,945
$
21,758
2020
20,488
(675)
19,813

6) Actuarial assumptions

The following are the Group’ s principal actuarial assumptions of Present Value of defined benefit obligations:

Discount rate
Future salary increases
2021.12.31
2020.12.31
%
0.63
%
0.63
%
2.00
%
2.00

The expected allocation payment to be made by the Group to the defined benifit plans for the one-year perrod after the reporting date is $13,534.

The weighted average duration of the defined benefit obligation is 14.06 years.

7) Sensitivity analysis

When calculating the present value of the defined benefit obligations, the Group uses judgments and estimations to determine the actuarial assumptions, including discount rate and future salary changes, as of the financial statement date. Any changes in the actuarial assumptions may significantly impact the amount of the defined benefit obligations.

If the actuarial assumptions had changed, the impact on the present value of the defined benefit obligation shall be as follows:

December 31, 2021
Discount rate
Future salary increasing rate
December 31, 2020
Discount rate
Future salary increasing rate
Influences of defined benefit obligations
Increased 0.25%
Decreased 0.25%
(2,760)
2,871
2,777
(2,685)
(3,104)
3,233
3,128
(3,020)

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 pension liabilities in the balance sheets.

36

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

There is no change in the method and assumptions used in the preparation of sensitivity analysis for 2021 and 2020, respectively.

2.Defined contribution plans

The Group set aside 6% of the employees’ monthly wages to the Labor Pension personal accounts at the Bureau of the Labor Insurance in accordance with the provisions of the Labor Pension Act.

The Group set aside a fixed amount to the Bureau of the Labor Insurance without the payment of additional legal or constructive obligations.

For the years ended December 31, 2021 and 2020, the Group set aside $37,798 and $33,453, respectively, under the pension plan to the Bureau of the Labor Insurance. For the years ended December 31, 2021 and 2020, Elite Electronic Material (Zhongshan) Co., Ltd., Elite Electronic Material (Kunshan) Co., Ltd. and Elite Electronic Material (Huangshi) Co., Ltd. set aside $61,933, $45,742, $16,505 and $5,564, $4,512, $701, respectively, under the pension plan to local Regulation.

  • (p) Income taxes (profits)

  • Income tax expense recognized in profits or losses

The amount of income tax was as follows:

2021
Current income tax expense:
Current period
$ 1,545,755
Adjustment for prior periods
(59,886)
1,485,869
Deferred tax expense:
Origination and reversal of temporary differences
(74,130)
Income tax expense
$
1,411,739
Income tax expense recognized in other comprehensive income:
2021
Items that will not be reclassified subsequently to profit or
loss:
Actuarial losses and gains on defined benefit plans
$
389
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign financial
statements
$
32,921
2020
1,452,855
(17,007)
1,435,848
(286,555)
1,149,293
2020
(135)
(18,876)

37

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

The reconciliation of income tax and profit before tax was as follows:

Profit excluding income tax
Income tax using the Company's domestic tax rate
Effect of tax rates in foreign jurisdiction
Non-deductible expenses
Tax incentives
Deductible temporary differences
Recognition of previously unrecognised tax losses
Prior (overestimate) underestimate
Undistributed earnings additional tax
Total
2021
$
6,911,896
$ 1,382,379
777,438
12,683
(59,169)
(694,989)
-
(59,886)
53,283
$
1,411,739
2020
4,843,563
968,713
553,691
22,139
(9,998)
(376,556)
(21,008)
(17,007)
29,319
1,149,293
  1. Deferred tax assets and liabilities

  2. 1) Unrecognized Deferred Tax Liabilities

As of December 31, 2021 and 2020, deferred tax liabilities are not recognized for taxable temporary differences associated with investments in subsidiaries, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The relevant amounts are as follow:

Consolidated amount of taxable temporary differences
associated with investments in subsidiaries
Amounts are not recognized as deferred tax liabilities
2021.12.31
$
11,996,735
$
2,399,347
2020.12.31
8,521,793
1,704,359
  • 2) Recognized deferred tax assets and liabilities

Changes in the amount of deferred tax assets and liabilities for 2021 and 2020 are as follows:

Deferred Tax Liabilities:
Balance at January 1, 2021
Debited (Credited) in Income
statement
Balance at December 31, 2021
Unrealized
gain on
investment
income
Defined
Benefit
Plans
-
(1,382)
(1,382)
Others
(41)
41
Total
(910,951
50,954
(859,997

38

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

Unrealized Unrealized Unrealized
gain on Defined
investment Benefit
income Plans Others Total
Balance at January 1, 2020 $ (1,185,403) - - (1,185,403)
Debited (Credited) in Income
statement 274,493 - (41) 274,452
Balance at December 31, 2020 $ (910,910) - (41) (910,951)
Unrealized Cumulative
Defined Current losses on translation
Benefit Plans provisions inventories adjustment Others Total
Deferred Tax Assets:
Balance at January 1, 2021 $ 791 22,975 13,552 185,416 2,318 225,052
Debited (Credited) in Income
statement (1,180) (69) 2,784 - 21,641 23,176
Debited (Credited) in other 389 - - - - 389
comprehensive income
Exchange differences on translation - (144) (24) 32,921 (2) 32,751
of foreign operations
Balance at December 31, 2021 $ - 22,762 16,312 218,337 23,957 281,368
Balance at January 1, 2020 $ 3,055 11,032 10,094 204,292 3,024 231,497
Debited (Credited) in Income
statement (2,129) 11,571 3,394 - (733) 12,103
Debited (Credited) in equity (135) - - - - (135)
Exchange differences on translation - 372 64 (18,876) 27 (18,413)
of foreign operations
Balance at December 31, 2020 $ 791 22,975 13,552 185,416 2,318 225,052
  1. The Group's tax returns for the years through 2019 were examined and approved by the Taipei National Tax Administration.

  2. (q) Capital and other equity

  3. Issuance of ordinary shares

As of December 31, 2021 and 2020, the total value of nominal ordinary shares amounted to $6,000,000 and $4,000,000. The par value of each share is $10. In total, there were 332,918 in thousands of ordinary shares, issued. All issued shares were paid up upon issuance.

For the year ended December 31 2020, the convertible bonds were converted to 13,210 new ordinary shares of stock, which were issued at the amount of $1,425,400. The registration procedures were completed.

39

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

2. Capital surplus

The balance of additional paid-in capital was as follows:

The balance of additional paid-in capital was as follows:
Share capital
Premium from convertible bonds
2021.12.31
$ 95,627
1,773,034
$
1,868,661
2020.12.31
95,627
1,773,034
1,868,661

Capital reserves can only be reclassified as share capital or be distributed as cash dividends after offsetting against losses. The aforementioned capital reserves include share premiums and donation gains. In accordance with the Securities Offering and Issuance Guidelines, the amount of capital reserves to be reclassified under share capital shall not exceed 10 percent of the actual share capital amount.

3. Retained earnings

The Company's article of incorporation stipulate that Company's net earnings should first be used to offset the prior years' deficits, if any, before paying any income taxes. Of the remaining balance, 10% is to be appropriated as legal reserve, and then any remaining profit together with any undistributed retained earnings shall be distributed according to the distribution plan proposed by the Board of Directors and submitted to the stockholders’ meeting for approval.

Taking into account the characteristics of industrial growth and stabilizing the financial structure of the Company, the Company will not distribute dividends when in deficit.

Under the policy of dividend distribution, the Company shall first take into consideration its future development, financial situation and shareholders' rewards, as well as its programs to meet its capital expenditure budget in determining the cash in need. After the aforementioned consideration, the Company will distribute the cash dividends to its shareholders. Cash dividends shall not be more than 20% of the total dividends.

Surplus distributed should be, on principle, 10% to 70% of distributable surplus. Distributable surplus is accounted for as profit, after setting aside reserves, plus, prior-year undistributed earnings. Any remaining profit shall be distributed according to the stockholders' meeting for approval.

1) Legal reserve

10 percent of net income should be set aside as statutory earnings reserve until it is equal to share capital. If the Company experienced profit for the year, the meeting of shareholders shall decide on the distribution of the statutory earnings reserve, either by new shares or by cash, of up to 25 percent of the actual share capital.

40

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

2) Special reserve

A portion of current-period earnings and undistributed prior-period earnings shall be reclassified as special earnings reserve during earnings distribution. The amount to be reclassified should equal the difference of the current-period total net reduction of other shareholders’ equity and the balance of the special reserve that mentioned in the previous paragraph. Similarly, a portion of undistributed prior period earnings shall be reclassified as 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,the special reserve of $75,502 was reversed and as of December 31, 2020, $408,839 was reclassified as special reserve.

3) Earnings distribution

The earnings distribution for 2020 and 2019 was decided by the general meeting of shareholders held on July 1, 2021, and June 18, 2020.

The relevant dividend distribution to shareholders is as follows:

2020 2019
Dividend Dividend
per Share per Share
(TWD$) Amount (TWD$) Amount
Dividends distributed to
common shareholders
Cash $ 7.00 2,330,428 5.76 1,918,248
Other equity
Unrealized gain
Foreign (loss) from
currency financial assets
translation at fair value
differences for through other
foreign comprehensive
operations income Total
Balance at January 1, 2021 $ (756,453) (438) (756,891)
Exchange difference on translation of
foreign financial statements (131,683) - (131,683)
Unrealized gains (losses) from financial - (15,335) (15,335)
assets measured at fair value through
other comprehensive income
Balance at December 31, 2021 $ (888,136) (15,773) (903,909)

4. Other equity

41

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

Balance at January 1, 2020
Exchange difference on translation of
foreign financial statements
Balance at December 31, 2020
Foreign
currency
translation
differences for
foreign
operations
$ (831,955)
75,502
$
(756,453)
Unrealized gain
(loss) from
financial assets
at fair value
through other
comprehensive
income
(438)
-
(438)
Total
(832,393)
75,502
(756,891)

(r) Earnings per share

The Group calculated the basic and diluted EPS as follows:

1. Basic earnings per share

The calculation of basic earnings per share at December 31, 2021 and 2020, were based on the profit attributable to ordinary shareholders of the Company and the weighted-average number of ordinary shares outstanding, calculated as follows:

1) Profit attributable to ordinary shareholders

Profit attributable to ordinary shareholders of the
Company
2) Weighted-average number of ordinary shares
Issued ordinary shares at January 1
Effect of convertible notes
Weighted-average number of
ordinary shares at December 31
2021
$
5,493,218
2021
332,918
-
332,918
2020
3,688,999
2020
319,708
5,886
325,594

42

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

2. Diluted earnings per share

The calculation of diluted earnings per share at December 31, 2021 and 2020, were based on profit attributable to ordinary shareholders of the Company and the weighted-average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares, calculated as follows.

  • 1) Profit attributable to ordinary shareholders of the Company (diluted)
Profit attributable to ordinary shareholders of the
Company (basic)
Convertible preference shares dividends
Profit attributable to ordinary shareholders of the
Company (diluted)
Weighted-average number of ordinary shares (diluted)
Weighted-average number of ordinary shares (basic)
Effect of employee shares bonus
Effect of convertible bond
Weighted-average number of ordinary shares (diluted)
at December 31
2021
$ 5,493,218
-
$
5,493,218
2021
332,918
-
801
333,719
2020
3,688,999
9,749
3,698,748
2020
325,594
7,324
1,110
334,028

2) Weighted-average number of ordinary shares (diluted)

For calculation of the dilutive effect of the stock option, the average market value is assessed based on the quoted market price where the Company's option is outstanding.

  1. Earnings per share were as follow:
Earnings per share were as follow:
Basic earrings per share
Diluted earrings per share
2021
$
16.50
$
16.46
2020
11.33
11.07

43

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  • (s) Revenue from contracts with customers

  • 1.Disaggregation of revenue

Primary geographical
markets:
Taiwan
China
Others
Major products:
Prepreg
Capper clad laminate
Mass lam foundry
Others
Primary geographical
markets:
Taiwan
China
Others
Major products:
Prepreg
Capper clad laminate
Mass lam foundry
Others
2021 2021
Domestic
$ 5,856,611
1,312,375
2,020,953
$
9,189,939
$ 3,605,301
3,553,454
1,058,056
973,128
$
9,189,939
Foreign
Adjustment
and
Elimination
100,751
(49,985)
34,561,251
(6,285,496)
983,566
-
35,645,568
(6,335,481)
14,641,492
(2,269,999)
20,762,983
(3,109,078)
-
-
241,093
(956,404)
35,645,568
(6,335,481)
2020
Total
5,907,377
29,588,130
3,004,519
38,500,026
15,976,794
21,207,359
-
257,817
38,500,026
Foreign
85,433
22,992,935
259,130
23,337,498
10,657,558
12,550,684
-
129,256
23,337,498
Adjustment
and
Elimination
(58,045)
(3,009,303)
-
(3,067,348)
(1,359,514)
(1,237,344)
(79)
(470,411)
(3,067,348)
Total
4,754,162
20,852,192
1,594,432
27,200,786
12,334,689
14,009,825
758,423
97,849
27,200,786

44

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

(t) Rewards of employees, directors and supervisors

In accordance with the Company's article, which was approved by the shareholders, the Company shall assign 3% as rewards to employees, and less than 1.2% as rewards to directors and supervisors, if there are earnings during the year. However, the Company has to retain the amount while there are accumulated loss.

The employees mentioned before include the employees in the subsidiaries who meet the specific conditions.

For the years ended December 31, 2021 and 2020, rewards of employees of $189,120 and $130,767, and directors of $63,040 and $43,589, respectively, were estimated and recognized as current expense. These amounts were calculated using the Company's profit before tax before rewards of employees and directors for the years ended December 31, 2021 and 2020, and using the earnings allocation method which was stated under the Company's article. These rewards were charged to profit or loss under operating costs or operating expenses for the years ended December 31, 2021 and 2020.

Related information of distributions of remuneration to employees and directors can be accessed from the Market Observation Post System on the website.

There is no difference between the rewards of employees and directors that was decided by the Board of Directors and the financial report’s estimated amounts in 2021 and 2020.

  • (u) Non-operating income and expenses

  • Interest income

The details of interest income were as follows:

Interest income
Other gains and losses, net
The details of other gains and losses were as follows:
Foreign currency exchange gain (loss), net
Finacial assets at fair value through profit or loss
Disposal loss on property, plant and equipment
Other profits
Other losses
2021
$
52,252
2021
$ (42,837)
-
(540)
24,243
42,425
$
23,291
2020
74,266
2020
15,494
1,853
(571)
-
140,706
157,482

2. Other gains and losses, net

45

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

3. Finance costs

The details of finance cost were as follows:

Interest expense

==> picture [167 x 24] intentionally omitted <==

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

2021 2020
$ 76,323 60,724
----- End of picture text -----

(v) Financial instruments

1. Credit risk

1) Credit risks exposure

The carrying amount of financial assets represents the maximum exposure to credit risk.

2. Liquidity risk

The following are the contractual maturities of financial liabilities of the Group, including estimated interest payments and excluding the impact of netting arrangements:

Balance at December 31, 2021
Non-derivative financial liabilities
Unsecured bank loans
Short-term notes payable
Accounts payable
Lease liabilities
Balance at December 31, 2020
Non-derivative financial liabilities
Secured bank loans
Unsecured bank loans
Accounts payable
Carrying
amount
$ 3,438,894
199,820
8,127,533
303,245
$
12,069,492
$ 317,137
1,408,724
5,846,870
$
7,572,731
Contractual
cash flows
3,481,867
200,000
8,127,533
397,642
12,207,042
352,851
1,419,290
5,846,870
7,619,011
Within 6
months
2,179,078
200,000
8,127,533
10,615
10,517,226
24,864
940,536
5,846,870
6,812,270
6-12 months
572,914
-
-
10,615
583,529
41,984
172,477
-
214,461
1-2 years
427,672
-
-
20,815
448,487
118,305
3,150
-
121,455
More than 2
years
302,203
-
-
355,597
657,800
167,698
303,127
-
470,825

The Group does not expect that the cash flows included in the maturity analysis could occur significantly earlier or in significantly different amounts.

46

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

3. Currency risk

1) Currency risk exposure

The Group’s significant exposure to foreign currency risk was as follows:

Foreign currency
(In thousand)
Financial assets
Monetary items
USD
$ 86,974
81,428
Financial Liabilities
Monetary items
USD
59,290
87,083
Foreign currency
(In thousand)
Financial assets
Monetary items
USD
$ 66,849
52,261
Financial Liabilities
Monetary items
USD
45,871
58,537
2021.12.31
Exchange rate
Functional
currency
USD�TWD27.6800
2,407,432
USD�CNY6.3720
2,253,931
USD�TWD27.6800
1,641,136
USD�CNY6.3720
2,410,458
2020.12.31
Exchange rate
Functional
currency
USD�TWD28.4800
1,903,862
USD�CNY6.5067
1,488,387
USD�TWD28.4800
1,306,396
USD�CNY6.5067
1,667,125

2) Sensitivity analysis

The Group’ s exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, accounts receivable, other receivables, bank loans, accounts payable and other payable that are denominated in foreign currency.

A 1% appreciation or depreciation of the TWD against the USD as at December 31, 2021 and 2020, would have increased or decreased net income by $5,414 and $3,514, respectively. This analysis assumes that all other variables remain constant.

Due to the variety of functional currency, the group disclosed the foreign currency gain or loss on monetary items aggregately. The foreign currency gain (loss) (include realized and unrealized) were $42,837 and $15,494 in 2021 and 2020, respectively.

47

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

4. Interest analysis

The interest rate exposure of the Group’s financial assets and liabilities is described on liquidity risk management.

The following sensitivity analysis is based on the exposure to interest rate risk of the financial assets and liabilities on the reporting date.

For variable rate instruments, the sensitivity analysis assumes the variable rate liabilities are outstanding for the whole year on the reporting date. The Group’s internal management reported the increases or decreases in the interest rates and the exposure to changes in interest rates of 0.5% is considered by management to be a reasonable change of interest rate.

If the interest rate increases or decreases by 0.5%, the Group’s net income will decrease /increase by $12,314 and $8,901 for the years ended December 31, 2021 and 2020, respectively, assuming all other variable factors remain constant. This is mainly due to the Group’ s variable rate borrowing and the financial assets evaluation of risk-free interest rate changes on corporate bonds.

5. Fair value

  • 1) The kinds of financial instruments and fair value

Financial assets and liabilities at fair value through profit or loss, derivative financial instruments used for hedging, and available for sale financial assets is measured on a recurring basis. The fair value of financial assets and liabilities were as follows (including information on fair value hierarchy, but excluding measurements that have similarities to fair value but are not fair value and those fair value cannot be reliably measured or inputs are unobservable in active markets):

markets):
Financial assets measured at
amortized cost
Cash and cash equivalents
Notes and accounts receivable
Other receivables
Refundable deposits
Total
2021.12.31
Book Value
$ 6,642,069
13,273,676
97,758
61,781
$ 20,075,284
Fair Value
Level 1
-
-
-
-
-
Level 2
-
-
-
-
-
Level 3
-
-
-
-
-
Total
-
-
-
-
-

48

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

Financial liabilities measured at
amortized cost
Short-term borrowings
short-term notes payable
Accounts payable
Other payable
Guarantee deposits received
lease liabilities
Lease liabilities
Total
Financial assets at fair value
through other comprehensive
income
Stocks unlisted on domestic
and foreign markets
Cash and cash equivalents
Notes and accounts receivable
Other receivables
Refundable deposits
Sub-total
Total
Financial liabilities measured at
amortized cost
Short-term borrowings
Accounts payable
Other payable
Guarantee deposits received
Total
2021.12.31 2021.12.31
Book Value
$ 3,438,894
199,820
8,127,533
2,841,515
17,433
303,245
$ 14,928,440
Fair Value
Level 1
-
-
-
-
-
-
-
Level 2
-
-
-
-
-
-
-
2020.12.31
Level 3
-
-
-
-
-
-
-
Total
-
-
-
-
-
-
-
Book Value
$ 15,681
5,731,862
9,934,060
49,011
19,583
15,734,516
$ 15,750,197
$ 1,725,861
5,846,870
2,144,715
12,280
$
9,729,726
Fair Value
Level 1
-
-
-
-
-
-
-
-
-
-
-
-
Level 2
-
-
-
-
-
-
-
-
-
-
-
-
Level 3
15,681
-
-
-
-
-
15,681
-
-
-
-
-
Total
15,681
-
-
-
-
-
15,681
-
-
-
-
-

49

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  • 2) Valuation techniques for financial instruments measured at fair value

  • A. Non-derivative financial instruments

A financial instrument is regarded as being quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm’ s-length basis. Whether transactions are taking place ‘regularly’ is a matter of judgment and depends on the facts and circumstances of the market for the instrument.

Quoted market prices may not be indicative of the fair value of an instrument if the activity in the market is infrequent, the market is not well-established, only small volumes are traded, or bid-ask spreads are very wide. Determining whether a market is active involves judgment.

Measurements of fair value of financial instruments without an active market are based on a valuation technique or quoted price from a competitor. Fair value measured by a valuation technique can be extrapolated from similar financial instruments, the discounted cash flow method, or other valuation technique including a model using observable market data at the reporting date.

  • B.Derivative financial instruments

Fair value of forward currency exchange is usually determined by using the forward currency rate.

  • 3) Transfers between Level 1 and Level 2

There was no transfer from Level 1 Level 2 in 2021 and 2020.

  • 4) Reconciliation lf Level 3 fair values

The change in level 3 at fair value in the years ended December 31, 2021 and 2020, were as follow:

Balance on January 1, 2021
Total losses recognized in other comprehensive income
Effect in exchange rates
Balance on December 31, 2021
Balance on January 1, 2020
Effect in exchange rates
Balance on December 31, 2020
Financial assets at fair
value through other
comprehensive income
$ 15,681
(15,335)
(346)
$
-
$ 16,507
(826)
$
15,681

50

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  • 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 "financial asses measured at fair value through profit or loss-debt investment" and "fair value through other comprehensive income-eqity investments".

Quantified information of significant unobservable inputs was as follows:

Item
Financial assets at fair
value through other
comprehensive
income-equity
investments without
an active market
Valuation technique
Net Assets Value
Method
Significant
unobservable inputs
Inter-relationship
between significant
unobservable inputs
and fair value
measurement
�Net Asset Value
Not applicable
  • (w) Financial risk management

1. Overview

The nature and the extent of the Group’s risks arising from financial instruments, which include credit risk, liquidity risk and market risk, are discussed below. Also, the Group’ s objectives, policies and procedures of measuring and managing risks are discussed below.

For more quantitative information about the financial instruments, please refer to the other related notes of the notes to the financial statements.

2. Risk management framework

The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework.

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 and the Group’ s activities. The Group, through their 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 Board of Directors oversees how management monitors compliance with 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. Internal auditors assist the Board of Directors as the supervisors. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures and exception management, the results of which are reported to the Board of Directors.

51

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

3. 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 and investment.

  • 1) Accounts receivable and other receivables

The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Group’ s customer base, including the default risk of the industry in which customers operate, as these factors may have an influence on credit risk.

The management has established a credit policy under which each new customer is analyzed individually for creditworthiness before the Group’s standard payment terms are offered. The Group’s review includes external ratings, when available, and in some cases bank references. Credit limits are established for each customer, which represent the maximum open amount without requiring approval from the General Manager’ s office; these limits are reviewed quarterly. Customers that fail to meet the Group’s benchmark creditworthiness may transact with the Group only on a cash basis.

In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are an individual or a legal entity, whether they are a wholesale, retail or end-user customer, geographic location, industry, aging profile, maturity and existence of previous financial difficulties. Customers that are graded as “high risk” are placed on a restricted customer list and monitored by the General Manager’ s office. If customers default, the Group will stop transactions with those customers or trade on a cash basis.

The Group established an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss incurred but not yet identified. The collective loss allowance is determined based on historical data on payment statistics for similar financial assets.

2) Bank deposit and transaction contract of foreign derivative instruments

The credit risk exposure in the bank deposits and transaction contract of foreign derivation instruments is measured and monitored by the General Manager's office. The Group only deals with financial institutions; therefore, there are no significant doubts regarding default on the above financial instruments, and as a result, there is no significant credit risk.

4. Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its 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 have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

52

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

The Group uses activity-based costing to cost its products, which assists it in monitoring cash flow requirements. The Group aims to maintain the level of its cash and cash equivalents at an amount in excess of expected cash flows on financial liabilities over the succeeding 90 days. This excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. As of December 31, 2021 and 2020, the Group's unused credit line were amounted to $16,413,907 and $13,766,218, respectively.

5. Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices, 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 market risk exposures within acceptable parameters, while optimizing the return.

The Group buys and sells derivatives, and also incurs financial liabilities, in order to manage market risk. All such transactions are carried out within the guidelines set by the Risk Management Committee.

1) Currency risk

The Group is exposed to currency risk on sales, purchases, and borrowings 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), and China Yuan (CNY). Besides, the Group uses natural hedging principle to hedge by controlling the net amount of each currency of the Group in accordance with the condition of the exchange rate market. The Group hedges the currency risk with forward foreign currency whose mature date is in a year from report date and currency swap contract.

The interest is denominated in the currency used in the borrowings. Generally, borrowings are denominated in currencies that match the cash flows generated by the underlying operations of the Group, primarily the TWD, USD, and CNY. This provides an economic hedge without derivatives being entered into, and therefore, hedge accounting is not applied in these circumstances.

In respect of other monetary assets and liabilities denominated in foreign currencies, the Group ensures that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances.

2) Interest risk

The Group's borrowings were on the basis of floating interest rate. The Group is not involved in the situation of changing floating interest rate into fixed rate with interest rate swap agreement. The Group periodically assessed the borrowing rates of the banks and every currency to make provisions for interest-changed rate risk. In addition, the Group creates favorable relationship with banks to get lower financial costs from borrowings in order for it to strengthen its working capital to lower its dependency on bank borrowings, as well as situation of changing floating interest rate and scatter interest-changed rate risk.

53

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  • 3) Other market price risk

The Group does not enter into any commodity contracts other than to meet the Group's expected usage and sales requirements; such contracts are not settled on a net basis.

  • (x) Capital management

The Group maintains and manages its capital to meet the minimum paid-in capital required by the competent authority, and to optimize the balance of liabilities and equity in order to maximize shareholders' return. By periodically reviewing and measuring relative cost, risk, and rate of return to ensure profit and to maintain adequate financial ratios, the Group may adopt various financing approaches to balance its capital structure in order to meet the demands for capital expenditures, working capital, settlements of liabilities, and dividend payments in normal course of business for the future. The Group’s debt to equity ratios at the balance sheet date were as follows:

  • (y) Investing and financing activities not affecting current cash flow

The Group’s investing and financing activities which did not affect the current cash flow in the years ended December 31, 2021 and 2020, were as follows:

  1. For right-of-use assets under leases, please refer to note (6)(h).

  2. Reconciliation of liabilities arising from financing activities were as follows:

Short-term borrowings
Long -term borrowings
Lease liabilities
Short-term notes payables
Total liabilities from
financing activities
January 1,
2021
$ 608,724
1,117,137
323,568
-
$
2,049,429
Cash flow
1,983,991
(264,529)
(11,362)
200,000
1,908,100
Non-cash changes
Acquisition
Foreign
exchange
movement
Fair value
changes
-
(3,821)
-
-
(2,608)
-
-
(8,961)
-
-
-
(180)
-
(15,390)
(180)
Non-cash changes
Acquisition
Foreign
exchange
movement
Fair value
changes
-
(3,821)
-
-
(2,608)
-
-
(8,961)
-
-
-
(180)
-
(15,390)
(180)
December 31,
2021
Acquisition
-
-
-
-
-
Foreign
exchange
movement
(3,821)
(2,608)
(8,961)
-
(15,390)
2,588,894
850,000
303,245
199,820
3,941,959
Short-term borrowings
Long -term borrowings
Total liabilities from
financing activities
January 1,
2020
$ 663,874
979,114
$
1,642,988
Cash flow
(226,374)
134,747
(91,627)
Non-cash changes
Acquisition
Foreign
exchange
movement
Fair value
changes
171,180
44
-
-
3,276
-
171,180
3,320
-
Non-cash changes
Acquisition
Foreign
exchange
movement
Fair value
changes
171,180
44
-
-
3,276
-
171,180
3,320
-
December 31,
2020
Acquisition
171,180
-
171,180
Foreign
exchange
movement
44
3,276
3,320
608,724
1,117,137
1,725,861

54

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

(7) Related-Party Transactions

  • (a) Parent company and ultimate controlling company

The Company is both the parent company and ultimate controlling party of the Group.

  • (b) Names and relationship with related parties

The followings are entities that have had transactions with related party during the periods covered in the consolidated financial statements.

the consolidated financial statements.
Name of related party Relationship with the Group
TECHNICA USA The Group's associates
  • (c) Significant transactions with related parties

1. Sales

The amounts of significant sales by the Group to related parties were as follows:

Associates For the years ended December 31, For the years ended December 31,
2021
$
97,953
2020
70,000

The selling price for related parties approximated the market price. The credit terms 90 days, which approximated those for routine sales transactions.

  1. Receivables from related parties
Item Related party categories 2021.12.31
$ 51,119
45
$
51,164
2021.12.31
$
2,928
2021.12.31
$
3,322
2020.12.31
Accounts receivable
Other receivable
Payables to related parties
Item
Associates
Associates
Related party categories
35,374
-
35,374
2020.12.31
2,537
2020.12.31
-
  1. Payables to related parties

  2. Loans to related parties

The loans to related parties were as follow:

The interest charged by the Group to related parties is based on the average interest rate charged by financial institutions on the Group's borrowings. The loans to related parties are unsecured.

55

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

5. Guarantee

As of December 31, 2021, the Group had provided a guarantee for loans taken out by its subsidiaries, please refer to Note 13(a) for further explanations.

  1. Other transactions to related parties
Account Relationship For the years ended December 31, For the years ended December 31,
2021
$
3,891
2020
Selling expenses Associates 2,885
  • (d) Transactions with key management personnel

Key management personnel compensation comprised:

Short-term employee benefits
Termination benefits
For the years ended December 31, For the years ended December 31,
2021
$ 197,734
2,774
$
200,508
2020
144,765
2,891
147,656

(8) Pledged Assets

The following assets were restricted in use:

Assets Purpose of Pledge 2021.12.31
$ -
-
61,781
$
61,781
2020.12.31
Buildings
Rignt-of-use asset
Refundable deposits
Pledged as collateral for long-
term debt

Deposits for mailbox, leases and
natural gas, etc.
809,693
135,726
19,583
965,002

(9) Significant Contingencies and Commitments

  • (a) Major Commitments and contingencies were as follows:

  • Unused standby letters of credit

Unused standby letters of credit
TWD
USD
2021.12.31
2020.12.31
$ 69,047
85,193
29,542
29,581

56

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  1. The significant contracts for engineering construction and purchase of properties in order to extend factories and machineries by the Group, were as follows:
Total contract price
JPY
USD
TWD
Unpaid contract price
JPY
USD
TWD
2021.12.31
2020.12.31
$ 642,000
-
$ 90,749
5,120
753,542
104,852
$ 417,300
-
$ 84,254
789
299,326
61,773
  1. The royalties of eco-material technic treatment with Japanese Company A, the paid royalties were as follows:
2020
$
118,325
2020
107,342
  1. As of December 31, 2021 and 2020, the amounts of Performance Letter of Guarantee issued by Mega International Commercial Bank-Zhongli Branch for the purpose of Customs for guaranty of domestic tariff and for guaranty of hiring foreigners to be employed were $5,000.

  2. As of October 30, 2020, the Group's Board of Directors resolved to purchase land and buildings for the growth of the Group's operations, and signed the purchase contract with an unrelated party and the total contract price was $2.16 billion. Both parties agreed that the land needs to be in compliance with the land pollution remediation regulations. Since the relevant restoration works have not been completed, the ownership registration has not yet been transferred.

  3. As of December 31, 2021, the Group planned to get a government grant and obtained the performance guarantee letter issued by the bank. The amount of the guarantee letter was $7,200.

  4. (b) Commitments

The subsidiary, Elite electronic Material (Kunshan) Co., Ltd., formally signed a relocation compensation agreement with the Kunshan local government. According to the local government's land planning, the Group was required to relocate the plant and equipment on Youbi Road, Zhoushi Town, Kunshan City, and return the use rights of land to the government. The government allocates compensation to the Group according to the progress of the contract. The total amount of compensation is CNY 195,000.

57

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

As of December 31, 2021, the disposal of the land use rights, plant and equipment has not been completed. The Group have received CNY 78,942 (TWD 342,926) in advance based on the contract, and the remaining compensation will be collected when the new plant is constructed, and the land is handed over. The Group expects to complete the plant construction by the end of 2022 and relocats in 2024. In addition, the Group expects that the relocation will be completed, and the old factory will be demolished by the end of 2024.

(10) Significant Catastrophic Losses: None.

(11) Significant Subsequent Events: None.

(12) Others

  • (a) Employee benefits, depreciation, and amortization expenses, categorized as operating cost or expense, were as follows:
Categorized as
Nature
For the year ended December 31, 2021 For the year ended December 31, 2021 For the year ended December 31, 2021 For the year ended December 31, 2020 For the year ended December 31, 2020 For the year ended December 31, 2020
Operating
Cost
Operating
Expense
Total Operating
Cost
Operating
Expense
Total
Employee benefits
Salary
Labor and health insurance
Pension
Others employee benefits
Depreciation
Amortization
1,777,681
96,770
128,843
133,394
614,733
412
1,002,708
33,720
33,637
50,562
75,423
28,826
2,780,389
130,490
162,480
183,956
690,156
29,238
1,376,599
69,753
32,073
108,956
542,752
432
668,337
22,431
12,890
41,026
56,470
8,959
2,044,936
92,184
44,963
149,982
599,222
9,391

(b) As of December 31, 2021, the Company's Board of Directors resolved to issue the unsecured convertible bonds for purchasing properties and working capital needs. The total amount raised is expected to be capped at $3.5 billion, with the par value of $100 thousand, and the issue period will be 5 years. The issue price is based on 100%~102% of the par value. Other conditions and measures will be dealt with in accordance with relevant acts and regulations, and will be announced separately after reported to the competent authority for approval.

58

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

(13) Additional 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 Group for the year ended December 31, 2021:

  1. Fund financing to other parties:
(Expressed in thousands of New Taiwan dollars,unless otherwise specified) (Expressed in thousands of New Taiwan dollars,unless otherwise specified) (Expressed in thousands of New Taiwan dollars,unless otherwise specified) (Expressed in thousands of New Taiwan dollars,unless otherwise specified) (Expressed in thousands of New Taiwan dollars,unless otherwise specified) (Expressed in thousands of New Taiwan dollars,unless otherwise specified) (Expressed in thousands of New Taiwan dollars,unless otherwise specified) (Expressed in thousands of New Taiwan dollars,unless otherwise specified) (Expressed in thousands of New Taiwan dollars,unless otherwise specified) (Expressed in thousands of New Taiwan dollars,unless otherwise specified) (Expressed in thousands of New Taiwan dollars,unless otherwise specified) (Expressed in thousands of New Taiwan dollars,unless otherwise specified) (Expressed in thousands of New Taiwan dollars,unless otherwise specified) (Expressed in thousands of New Taiwan dollars,unless otherwise specified)
No Name of
lender
Name of
borrower
Account
name
Related
party
Highest balance
of financing to
other parties
during the
period
Ending
balance
Actual usage
amount
during the
period
Range of
interest rates
during the
period
Purposes
of fund
financing
for the
borrower
Transaction
amount for
business
between two
parties
Reasons for
short-term
financing
Allowance for
bad debt
Collateral Individual
funding loan
limits
Maximum
limit of fund
financing
Item Value
0
1
2
Elite Electronic Material
(Kunshan) Co., Ltd.
E
M
(
L
Elite Electronic Material
(Zhongshan) Co., Ltd.
E
M
(
L
Elite Electronic Material
(Zhongshan) Co., Ltd.
E
M
(
L
lite Electronic
aterial
Huangshi) Co.,
td.

r
lite Electronic
aterial
Huangshi) Co.,
td.

r
lite Electronic
aterial
Huangshi) Co.,
td.

r
Other receivables-
elated parties
Other receivables-
elated parties
Other receivables-
elated parties
Yes
Yes
Yes
12,582
1,201,216
1,402,880
12,456
1,185,912
1,390,080
3,322
1,172,880
803,640
2.00%
3.00%
3.00%
1
2
2
97,953
O
C
-
O
C
-
O
d
perating
apital
perating
apital
perating
emand
-
-
-
-
-
-
-
-
-
48,977
(Note 3)
2,982,979
(Note 4)
1,913,073
5,925,854
(Note 3)
2,982,979
(Note 4)
1,913,073

Note 1: The number is filled as follows:

  1. 0 is the Company.

  2. Subsidiaries are numbered as 1 sequentially

Note 2: 1. Having dealings with the Company.

  1. Those who have the needs in short-term financing.

  2. Note 3: The company with business contact, the amount of each fund financing cannot exceed 50% of total amount of purchase (sales) transactions in the recent year, and cannot exceed 3% of the Company's net asset value; the total amount of fund financing cannot exceed 30% of the Company's net asset value.

  3. Note 4: The total amount of fund financing could not exceed 30% of the lender's net asset value and the Company's net asset value, while the maximum financing amount for a single company could not exceed 30% of the lender's net asset value .

  4. Note 5: The total maximum financing amount cannot exceed 30% of the lender's net asset value, while the maximum financing amount for a single company cannot exceed 30% of the lender's net value.

Note 6: The total amount cannot exceed 100% of the Company's net worth in its lates financial statements.

  1. Guarantees and endorsements for other parties:
(Expressed in thousands (Expressed in thousands of New Taiw an dollars,un less otherwi se specified)
No.
(Note 1)
Name of
company
Counter-p arty Limitation on
amount of
guarantees and
endorsements for a
specific enterprise
(Note 3)
Highest

balance for
guarantees
and endorsements
during theperiod
Balance of
guarantees and
endorsements
as of reporting
date
Actual usage
amount during
theperiod
Property pledged
on guarantees
and endorsements
(Amount)
Ratio of accumulated
amounts of guarantees
and endorsements to net
worth of the latest
financial statements
Maximum

amount for
guarantees and
endorsements
(Note 3)
Parent Company
endorsement/
guarantees
to third parties on
behalf of subsidiary
Subsidiary
endorsement/
guarantees
to third parties on
behalf of parent
company
Endorsements/guar
antees
to third
parties on
behalf of companies
in Mainland China
Name Relationship
with the
Company
(Note 2)
0
0
0
0
0
Elite Material
Co., Ltd.



Elite Electronic Materia
(Kunshan) Co., Ltd.
Elite Electronic Materia
(Zhongshan) Co., Ltd.
Elite Electronic Materia
(Huangshi) Co., Ltd.
EMD SPECIALTY
MATERIALS,LLC
TECHNICA USA
l
2
l
2
l
2
2
6
9,876,423
9,876,423
9,876,423
9,876,423
9,876,423
85,605

142,675

1,139,200

285,350

17,121
-
-
-
276,800
16,608
-
-
-
166,080
16,608
-
-
-
-
-
%
-
%
-
%
-
%
1.40
%
0.08
19,752,846
19,752,846
19,752,846
19,752,846
19,752,846
Y
Y
Y
Y
Y
Y
Y

59

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

==> picture [459 x 100] intentionally omitted <==

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

Limitation on Subsidiary Endorsements/guar
Counter-party amount of Highest Balance of Ratio of accumulated Maximum Parent Company endorsement/ antees
Relationship guarantees and balance for guarantees and Property pledged amounts of guarantees amount for endorsement/ guarantees to third
with the endorsements for a guarantees endorsements Actual usage on guarantees and endorsements to net guarantees and guarantees to third parties on parties on
No. Name of Company specific enterprise and endorsements as of reporting amount during and endorsements worth of the latest endorsements to third parties on behalf of parent behalf of companies
(Note 1) company Name (Note 2) (Note 3) during the period date the period (Amount) financial statements (Note 3) behalf of subsidiary company in Mainland China
1 Elite Electronic Elite Electronic Material 4 994,326 784,800 781,920 467,436 - 7.86 % 9,943,264 Y
Material (Huangshi) Co., Ltd.
(Kunshan) Co.,
Ltd. (Note 4)
2 Elite Electronic Elite Electronic Material 4 3,188,455 2,400,780 2,391,968 1,331,212 - 37.51 % 6,376,910 Y
Material (Huangshi) Co., Ltd.
(Zhongshan) Co.,
Ltd.
----- End of picture text -----

Note 1: 0 is the Company.

Note 2:1. Entities with business relationship with the Company.

  1. A subsidiary in which the Company directly holds more than 50% of its voting shares.

  2. A investee in which the Company and subsidiary holds more than 50% of its voting shares.

  3. A parent company in which the Company directly or Subsidiaries indirectly holds more than 90% of its voting shares.

  4. Companies in same type of business and providing mutual endorsements/ guarantees in favor of each other in accordance with the contractual obligations in order to fulfill the needs of the construction project.

  5. Shareholders making endorsements and/or guarantees for their mutually invested company in proportion to their shareholding percentage.

  6. Companies in same type of business providing guarantees of pre-sale contracts according to the regulation.

  7. Note 3: The total maximum endorsement / guarantee cannot exceed 100% of the Company's net worth in its latest financial statements, while the maximum endorsement / guarantee amount for a single company cannot exceed 50% of the Company's net worth in its latest financial statements.

  8. Note 4: The Company or the company in which directly or indirectly holds more than 90% of the voting shares may be endorsed and the amount shall not exceed 10% of the company’s net worth.

Note 5: The transactions with the Group were eliminated in the consolidated financial statements.

  1. Information regarding securities held at balance sheet date:
(Expressed in thousands of New Taiwan thousands of New Taiwan dollars, unless otherwise specified) dollars, unless otherwise specified) dollars, unless otherwise specified)
Name of holder Category and
name of security
Category and name
of security
Account title Ending balance Peak Holding
Percentage
Note
Number Book value Percentage Market value
EMC OVERSEAS
HOLDING
INCORPORARTED
PROUD STAR
INTERNATIIONAL
LIMITED
- Non-current
available-for-sale
financial assets
500,000 - %
3.26
- %
3.26
  1. Accumulated buying/selling of the same marketable securities for which the dollar amount reaches $300 million or 20% or more of paid-in capital: None.

  2. Acquisition of real estate for which the dollar amount reaches $300 million or 20% or more of paid-in capital :

(In Thousands of New Taiwan Dollars)

Name of
Company
Name of
property
Transaction
date
Transaction
amount
Status of
payment
Counterparty Relationship
with the
Company
If the co
untry is a rela
previous transf
ted party, d
er informat
isclose the
ion
References
for
determining
price
Purpose of
acquisition and
current
condition
Others
Owner Relationship
with the
Company
Date of
transfer
Amount
Elite Material Co.,
Ltd.
Land and plant 2021.12.31 2,160,000 Not yet paid

Tehchang Leather
Products Co., Ltd.
None - - - - Professional
valuation report


Required for
company
operations



Payments are
expected to be made
after fulfilling
contract conditions
  1. Disposition of real estate for which the dollar amount reaches $300 million or 20% or more of paid-in capital: None.

60

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  1. Buying/selling products with the dollar amount reaches $100 million or 20% or more of paid-in capital:

(In Thousands of New Taiwan Dollars)

Name of company Counter-party Relationship Transaction details Transaction details Reasons why and
description of how the
transaction conditions
differ from general
transactions
Reasons why and
description of how the
transaction conditions
differ from general
transactions
Account/note receivable
(payable)
Account/note receivable
(payable)
Notes
Purchase
/Sale
Amount Percentage
of total
purchases
/sales
Credit period Unit price Credit period Balance Percentage of
total
accounts/notes
receivable
(payable)
Elite Material Co., Ltd.
Elite Electronic Material
(Kunshan) Co., Ltd.
Elite Material Co., Ltd.
Elite Electronic Material
(Zhongshan) Co., Ltd.
Elite Electronic Material
(Kunshan) Co., Ltd.
Elite Electronic Material
(Zhongshan) Co., Ltd.
Elite Electronic Material
(Huangshi) Co., Ltd.
Elite Electronic Material
(Kunshan) Co., Ltd.
Elite Electronic Material
(Huangshi) Co., Ltd.
Elite Electronic Material
(Zhongshan) Co., Ltd.
Elite Electronic
Material
(Kunshan) Co.,
Ltd.
Elite Material
Co., Ltd.
Elite Electronic
Material
(Zhongshan)
Co., Ltd.
Elite Material
Co., Ltd.
Elite Electronic
Material
(Zhongshan)
Co., Ltd.
Elite Electronic
Material
(Kunshan) Co.,
Ltd.
Elite Electronic
Material
(Kunshan) Co.,
Ltd.
Elite Electronic
Material
(Huangshi) Co.,
Ltd.
Elite Electronic
Material
(Zhongshan)
Co., Ltd.
Elite Electronic
Material
(Huangshi) Co.,
Ltd.
Investee
company on
equity method
by the Company


Equity
investments
using equity
method
Actual related
party




Sale
Purchase
Sale
Purchase
Sale
Purchase
Sale
Purchase
Sale
Purchase
(537,594)
537,594
(443,710)
443,710
(113,116)
113,116
(2,803,250)
2,803,250
(1,935,891)
1,935,891
%
(6)
%
4
%
(5)
%
5
%
(1)
%
1
%
(58)
%
23
%
(40)
%
23
Depends on
subsidiaries'
financial
condition








-
-
-
-
-
-
-
-
-
-
115,050
(115,050)
195,374
(195,374)
93,616
(93,616)
958,953
(958,953)
539,590
(539,590)
%
4
%
(3)
%
7
%
(8)
%
2
%
(4)
%
61
%
(26)
%
34
%
(21)

Note 1: The transactions with the Group were eliminated in the consolidated financial statements.

61

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  1. Accounts receivable from related parties for which the dollar amount reaches $100 million or 20% or more of paid-in capital:

(In Thousands of New Taiwan Dollars)

Name of
related party
Counter-party Relationship Balance of
receivables
from related
party
Turnover
days
Past-due re
relate
ceivables from
d party
Subsequently
received amount
of receivables
from related
party
Allowances
for bad debts
Amount Action taken
Elite Material Co.,
Ltd.
Elite Material Co.,
Ltd. (note 1)
Elite Material Co.,
Ltd.
Elite Material Co.,
Ltd. (note 1)
Elite Electronic
Material (Kunshan)
Co., Ltd.
Elite Electronic
Material (Kunshan)
Co., Ltd. (Note 1)
Elite Electronic
Material (Kunshan)
Co., Ltd.
Elite Electronic
Material (Kunshan)
Co., Ltd. (note 1)
Elite Electronic
Material (Zhongshan)
Co., Ltd.
Elite Electronic
Material (Zhongshan)
Co., Ltd. (Note 1)
Elite Electronic
Material (Huangshi)
Co., Ltd.
Elite Electronic
Material (Huangshi)
Co., Ltd.
Elite Electronic
Material
(Kunshan) Co.,
Ltd.

Elite Electronic
Material
(Zhongshan) Co.,
Ltd.

Elite Material
Co., Ltd.

Elite Electronic
Material
(Huangshi) Co.,
Ltd.



Elite Electronic
Material
(Kunshan) Co.,
Ltd.
Elite Electronic
Material
(Zhongshan) Co.,
Ltd.
Investee company
on equity method
by the Company



Investcc company
on equity method
by the Company

Actual related party




115,050
123,316
195,374
52,059
53,379
449,977
48,728
1,196,290
4,437
815,519
958,953
539,590
4.47
Not
applicable
2.56
Not
applicable
2.50
Not
applicable
2.98
Not
applicable
3.31
Not
applicable
3.96
3.72
-
-
-
-
-
-
-
-
-
-
-
-
69,398
123,316
144,858
52,059
4,041
108,267
36,155
-
4,395
-
647,195
345,145
-
-
-
-
-
-
-
-
-
-
-
-

Note 1: Financial statement account: Other receivables.

Note 2: The transactions with the Group were eliminated in the consolidated financial statements.

  1. Derivative transactions: None.

62

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

10. Business relationships and significant inter-company transactions:

No.
(Note 1)
Name of company Name of counter-party Existing
relationship
with the
counter-
party
(Note 2)
Transaction Transaction Transaction Transaction
Account name Amount Terms of trading Percentage of the total
consolidated revenue or
total assets
0
0
1
1
2
3
3
3
3
Elite Material Co., Ltd.

Elite Electronic Material
(Kunshan) Co., Ltd.

Elite Electronic Material
(Zhongshan) Co., Ltd.
Elite Electronic Material
(Huangshi) Co., Ltd.


Elite Electronic Material
(Kunshan) Co., Ltd.
Elite Electronic Material
(Zhongshan) Co., Ltd.
Elite Electronic Material
(Huangshi) Co., Ltd.
Elite Material Co., Ltd.

Elite Electronic Material
(Kunshan) Co., Ltd.

Elite Electronic Material
(Zhongshan) Co., Ltd.
1
1
3
2
3
3
3
3
3
Sales
Sales
Other Accounts
Receivable
Other Accounts
Receivable
Other Accounts
Receivable
Sales
Accounts Receivable
Sales
Accounts Receivable
537,594
443,710
1,196,290
449,977
815,519
2,803,250
958,953
1,935,891
539,590
Note 3

Note 4


Note 3


%
1.40
%
1.15
%
3.27
%
1.23
%
2.23
%
7.28
%
2.62
%
5.03
%
1.48

Note 1: Numbers denote the following:

  1. 0 represents the Company.

  2. Subsidiaries are listed by names and numbered starting with 1.

Note 2: Relationship with the listed companies:

  1. The Company to subsidiary

  2. Subsidiary to the Company

  3. Subsidiary to subsidiary

Note 3: Sales price is negotiated by vendor and purchaser. Payment Term ranges from 90-day to 120-day or depending on the financial condition of the subsidiaries.

Note 4: No other trading partners are available for comparison.

Note 5: Transaction amounts exceeding 1% of the total assets on the balance sheet accounts or 1% of the total operating revenue on the income statement accounts of the Group will not be disclosed.

(b) Information on investees:

For the year ended December 31, 2021, the following was the information on investees (excluding investees in Mainland China) :

(Amounts Expressed in Thousands of New Taiwan Dollars, (Amounts Expressed in Thousands of New Taiwan Dollars, (Amounts Expressed in Thousands of New Taiwan Dollars, (Amounts Expressed in Thousands of New Taiwan Dollars, (Amounts Expressed in Thousands of New Taiwan Dollars, (Amounts Expressed in Thousands of New Taiwan Dollars, Except for Share Data) Except for Share Data)
Name of
investor
Name of investee Location Major operations Initial investm ent (Amount) E nding balanc e Peak Holding
Percentage
Net income
(loss) of the
investee
Investment
income (losses)
Note
Ending
balance
Beginning
balance
Shares Ratio of
shares
Book
value
Elite Material Co.,
Ltd.

EMC OVERSEAS
HOLDING
INCORPORATED
Grand Wahan
Incorporated
EMC
INTERNATIONA
L HOLDING
INCORPORATED
British
Virgin
Islands
Cayman
Islands
Investment business
Import / export business
and investment business
Investment business
1,179,111
602,440
761,482
1,179,111
602,440
761,482
36,256,950
20,020,000
26,310,000
%
100.00
%
100.00
%
100.00
16,367,691
714,679
754,212
%
100.00
%
100.00
%
100.00
5,243,183
95,217
26,847
5,243,183
95,217
26,847
Subsidiaries
Subsidiaries
Subsidiaries

63

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

Name of
investor
Name of investee Location Major operations Initial investm ent (Amount) E nding balanc e Peak Holding
Percentage
Net income
(loss) of the
investee
Investment
income (losses)
Note
Ending
balance
Beginning
balance
Shares Ratio of
shares
Book
value
Elite Material Co.,
Ltd.
EMC OVERSEAS
HOLDING
INCORPORATED


Grand Zhuhai
Incorporated

EMC
INTERNATIONAL
HOLDING
INCORPORATED

EMC SPECIAL
APPLICATION
INCORPORATED
EMC USA
HOLDING
INCORPORATED
Li Cheng Tech
Co., Ltd.
Grand Zhuhai
Incorporated
TECHNICA USA
Li Cheng Tech
Co., Ltd.
Grand Shanghai
Incorporated
Grand Zhongshan
Incorporated
EMC SPECIAL
APPLICATION
INCORPORATED
EMC USA
HOLDING
INCORPORATED
EMD
SPECIALTY
MATERIALS,LL
C
TECHNICA USA
Taiwan
Cayman
Islands
USA
Taiwan
British
Virgin
Islands

Cayman
Islands

USA
Electronics,
Telecommunications
equipment, Wholesale,
Retails, Batteries, Power
generation and
Distribution machinery
manufacturing business
Import / export business
and investment business
Import/export business
Electronics,
Telecommunications
equipment, Wholesale,
Retails, Batteries, Power
generation and
Distribution machinery
manufacturing business
Import / export business
and investment business
Import / export business
and investment business
Investment business
Investment business
Copper clad laminate
and prepreg business
Import/export business
173,694
935,551
-
7,311
914,313
454,976
726,738
-
725,136
16,608
173,694
935,551
16,608
7,311
914,313
454,976
726,738
-
725,136
-
16,412,918
33,798,821
-
250,000
18,161,515
16,437,000
26,255,000
-
-
600,000
%
33.50
%
100.00
%
-
%
1.53
%
99.79
%
100.00
%
100.00
%
100.00
%
100.00
%
30.00
-
16,313,311
-
-
9,929,227
6,382,743
752,951
-
751,659
-
%
33.50
%
100.00
%
30.00
%
1.53
%
99.79
%
100.00
%
100.00
%
100.00
%
100.00
%
30.00
-
5,226,638
(33,146)
-
3,281,452
1,952,464
29,389
(2,279)
43,580
(33,146)
-
5,226,638
(7,665)
-
3,274,513
1,952,464
29,389
(2,279)
43,580
(2,279)
Note 6
Sub-subsidiaries
Note 4, 5
Note 6
Third-tier
subsidiary

Sub-subsidiaries
Third-tier
subsidiary
Third-tier
subsidiary
Note 4, 5

Note 1:The amounts of book value recognized using the equity method include investment income(losses) and the exchange differences on translation of foreign statements. Note 2: The amount above is evaluated based on the independent audit report of the investee under equity method. Note 3: The transactions with the Group were eliminated in the consolidated financial statements. Note 4: Because other shareholders hold more than 70% of the shares and the Company only accounts for 30%, the Company has no control. Note 5: On October 27, 2021, the Company's Board of Directors resolved to adjust the investment structure. The initial investment of $16,608 that was invested in Technica USA through EMC Overseas Holding Incorporated was adjusted to be invested in Technica USA through EMC USA Holding Incorporated. Note 6: The investment value had been impaired, the Company recognized all losses and the book value was offset to zero.

64

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  • (c) Information on investment in Mainland China:

  • Information on investment in Mainland China:

(Amounts Expressed in Thousands of New Taiwan Dollars)

Investee
company
Main Businesses
and Products
Total Amount
of
Paid-in Capital
Method of
Investment
(Note 1)
Accumulated
Outflow of
Investment
from Taiwan
(R.O.C.)
Investment Flows Investment Flows Accumulated
Outflow of
Investment from
Taiwan
Net income
(loss) of the
investee
Percentage of
Ownership
Peak Holding
Percentage
Investment
Income
(Loss) Recognized
(Note 2)
Carrying
Amount
Accumulated
Inward
Remittance of
Earnings
Outflow Inflow
Elite Electronic
Material (Kunshan)
Co., Ltd.
Elite Electronic
Material (Zhongshan)
Co.Ltd.
Elite Electronic
Material (Huangshi)
Co., Ltd.
Copper clad
laminate and
prepreg business

1,749,376
559,136
553,600
(2)
(2)
(2)
650,816
440,613
601,858
-
-
-
-
-
-
650,816
440,613
601,858
3,273,474
1,945,565
86,742
%
99.79
%
100.00
%
100.00
%
99.79
%
100.00
%
100.00
3,266,552
1,945,565
86,742
9,922,238
6,376,910
699,881
7,862,841
4,038,934
-
  1. Limitation on investment in Mainland China:
Company Aggregate investment amount
remitted from Taiwan to Mainland
China at the end of the period
Approved investment (amount)
by Ministry of Economic Affairs Investment
Commission(Note 3)
Limitation on investment in
Mainland China in accordance
with regulations of Ministry of
Economic Affairs Investment
Commission (Note 4)
Elite Material Co., Ltd. 1,710,734 4,373,813 11,851,708

Note 1: There are three investment approach of categories:

  • (1) Direct Investment in Mainland China.

  • (2) Investment in Mainland China by a third party.

  • (3) Other approach.

  • Note 2: The financial statements were audited by the Certified Public Accountants of the Company.

  • Note 3: The difference between the paid-in capital of Elite Electronic Material (Kunshan) Co. Ltd. and the investment amount remitted from Taiwan amounted to ,USD 6,012, which was invested overseas by the subsidiary, also USD 10,000, and USD 35,000, which were recognized as capital increase out of earnings, respectively.

  • Note 4: The difference between the paid-in capital of Elite Electronic Material (Zhongshan) Co. Ltd. and the investment amount remitted from Taiwan amounted to USD 6,255, which was recognized as capital increase out of earnings.

  • Note 5: The difference between the paid-in capital and investment amount remitted from Taiwan amounted to USD 110, which was invested overseas by the subsidiary.

  • Note 6: The items in the balance sheet and those in the income statements were translated at the exchange rate of 27.68 and 27.9973, respectively, for the year ended December 31, 2021.

Note 7: The transactions with the Group were eliminated in the consolidated financial statements.

  1. Significant transactions�

Please refer to the related disclosures above captioned as “ Related information on material transaction items” for direct or indirect significant transactions between the Group and its investees in Mainland China for the year ended December 31, 2021. (The transactions were eliminated in the consolidated financial statements.)

  • (d) Major shareholders:
Shareholding
Shareholder’s Name
Shares Percentage
Yu Chang Investment Co., Ltd. 25,471,477 %
0.00
Cathay Life Insurance Co., Ltd. 24,182,700 %
0.00

65

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  • Note: (1)The main shareholder information of this table is calculated by the insurance company on the last business day at the end of each quarter. The above information. As for the share capital recorded in the company's financial report and the number of shares actually delivered by the company without physical registration, the calculation basis may be different or different.

  • (2)If the information on the Shanghai Stock Exchange is a shareholder's shareholding delivery to the trust, it will be disclosed by the trustee who opened the trust account separately. As for shareholders who handle the declaration of insider equity holding more than 10% of their shares in accordance with the Securities Exchange Act, their shareholdings include their shareholdings plus their delivery of trust and shares with the right to make decisions on trust property, etc. For information on insider equity declaration, please refer to Open Information Observatory.

(14) Segment Information

  • (a) General information

The Group has three reportable segments: Segment domestic, foreign, and other segments. domestic produces and sales different types of printed circuit board products, electronic-industrial specialty chemical, and electronic components. Segment foreign produces and sales prepreg for printed circuit board and copper clad laminate. Other segments engage in investment and product exchange business.

The reportable segments are the Group's strategic divisions. They offer different products and services, and are managed separately because they require different technological and marketing strategies. Most of the strategic divisions were acquired separately. The management of the acquired divisions remains employed by the Group.

  • (b) Information about reportable segments' profit and loss, assets, and liabilities and their measurement and reconciliations

The Group uses the internal management report that the chief operating decision maker reviews as the basis to determine resource allocation and make a performance evaluation. The internal management report includes profit before taxation, but not including any extraordinary activity and foreign exchange gain or losses because taxation, extraordinary activity, and foreign exchange gain or losses are managed on a group basis, and hence they are not able to be allocated to each reportable segment. In addition, not all reportable segments include depreciation and amortization of significant non-cash items. The reportable amount is similar to that in the report used by the chief operating decision maker.

66

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

The operating segment accounting policies are similar to those described in note (4) "significant accounting policies" except for the recognition and measurement of pension cost, which is on a cash basis.

The Group treated intersegment sales and transfers as third-party transactions. They are measured at market price.

The Group's operating segment information and reconciliations were as follows:

2021 Domestic
$ 7,897,916
1,292,023
$
9,189,939
$
6,051,838
$ 17,822,990
2,134,702
$
26,285,677
$
6,532,831
$ 6,142,734
787,901
$
6,930,635
$
4,184,544
$ 14,794,570
2,110,210
$
21,926,860
$
5,188,230
Foreign
30,602,110
5,043,458
35,645,568
6,202,481
-
7,637,520
31,453,681
14,433,626
21,058,052
2,279,447
23,337,499
4,475,056
-
5,304,186
23,152,537
9,142,516
Other
Segments
-
-
-
15,852,912
51,149,945
-
49,728,940
540,075
-
-
-
11,279,676
42,233,968
-
40,822,477
228,076
Adjustment
and
Elimination
-
(6,335,481)
(6,335,481)
(21,195,335)
(68,972,935)
591,327
(70,903,237)
(4,715,358)
-
(3,067,348)
(3,067,348)
(15,095,713)
(57,018,423)
599,668
(58,045,068)
(3,457,525)
Total
38,500,026
-
Revenue:
Revenue from external customers
Intersegment revenues
Total Revenue
Reportable Segment net operating
income (loss)
Assets:
Investments accounted for using
equity method
Capital expenditure of non-current
assets
Reportable segment assets
Reportable segment liabilities
2020
38,500,026
6,911,896
-
10,363,549
36,565,061
16,791,174
27,200,786
-
Revenue:
Revenue from external customers
Intersegment revenues
Total Revenue
Reportable Segment net operating
income (loss)
Assets:
Investments accounted for using
equity method
Capital expenditure of non-current
assets
Reportable segment assets
Reportable segment liabilities
27,200,786
4,843,563
10,115
8,014,064
27,856,806
11,101,297

67

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) ELITE MATERIAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

  • (c) Product and service information

Revenue from external customers of the Group was as follows:

Product and Services
Capper clad laminate
Prepreg
Mass lam foundry
Other
Total
2021
$ 21,207,359
15,976,794
1,058,056
257,817
$
38,500,026
2020
14,009,825
12,334,689
758,423
97,849
27,200,786
  • (d) Geographic information

In presenting information on the basis of geography, the revenue is based on the geographical location of customers and non-current assets are based on the geographical location of the assets.

Geographic information
Revenue from external revenue:
Taiwan
Mainland China
Other countries
Total
Geographic information
Non-current assets:
Taiwan
Mainland China
Other countries
Total
2021
$ 5,907,377
29,588,130
3,004,519
$
38,500,026
2021.12.31
$ 2,134,702
7,196,751
1,032,096
$
10,363,549
2020
4,754,162
20,852,192
1,594,432
27,200,786
2020.12.31
2,110,210
5,178,962
724,892
8,014,064

Non-current assets include property, plant and equipment, intangible assets, and other assets, not including financial instruments, deferred tax assets, and guarantee deposits.

(e) Major customers

2021 Ratio
%
12
%
8
2020
Customer Sales
$ 4,523,496
2,953,361
Customer Sales
3,330,318
2,264,262
Ratio
A
B
A
B
%
12
%
8

68