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ESMT Annual Report 2021

Jul 15, 2021

52243_rns_2021-07-15_b46175ee-7c36-4c88-81f5-56a597c71f2c.pdf

Annual Report

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Stock Code: 3006

==> picture [122 x 66] intentionally omitted <==

Elite Semiconductor ESMT Microelectronics Technology Inc.

Annual Report 2020

(English Translation of a Report Originally Issued in Chinese)

Published on May 22, 2021

Annual Report is available at http://mops.twse.com.tw/

http://www.esmt.com.tw

Spokesperson

Name: Hong-Gee Wu Title: Special Assistant, President's Office Tel: 886-3-578-1970 Email: [email protected]

Deputy Spokesperson Name: Hsing-Chu Chang Title: Senior Manager Tel: 886-3-578-1970 Email: [email protected]

Address and telephone number of the Company

No. 23 Industrial East Fourth Road, Science Park, Hsinchu City Tel: 886-3-578-1970 Website: http://www.esmt.com.tw

Stock Transfer Agency

Registrar Department, Capital Securities Corp.

B2, No. 97, Section 2, Dunhua South Road, Da’an District, Taipei City

Tel: 886-2-2702-3999

Address: http://www.capital.com.tw

Certified Public Accountant

Name of CPA firm: PricewaterhouseCoopers Taiwan Names of the CPA: Ya-Hui Cheng, Tien-I Li 5/F, No. 2 Industrial East Third Road, Science Park, Hsinchu City Tel: 886-3-578-0205

Website: http://www.pwc.tw

The Company does not issue any overseas securities.

Contents

Contents
Table of Contents Page
Letter to Shareholders ------------------------------------------------------------- 1
Company Profile
I. Date of Founding ----------------------------------------------------------------------------- 6
II. Corporate History----------------------------------------------------------------------------- 6
Corporate Governance Report
I. Corporate Organization ---------------------------------------------------------------------- 7
II. Directors, Supervisors, President, Vice President, Assistant Vice Presidents and
Managers of Departments and Divisions ------------------------------------------------- 10
III. Implementation of Corporate Governance ----------------------------------------------- 21
IV. Information of Audit Fees------------------------------------------------------------------- 58
V. Changes of CPAs ----------------------------------------------------------------------------- 58
VI. Company Chairperson, President, or Managerial Officer in Charge of Finance
or Accounting Matters in the Most Recent Fiscal Year Holding a Position at the
Company's CPA Accounting Firm or at an Affiliated Enterprise of Such 59
Accounting Firm ------------------------------------------------------------------------------
VII. Equity transfer or changes to equity pledge of Directors, Supervisors,
managerial officers, or shareholders holding more than 10% of shares, in the
past financial year to the publication date of the Annual Report --------------------- 59
VIII.Relationship information between the 10 largest shareholders ----------------------- 60
IX. The number of shares held by the Company, its Directors, Supervisors,
managerial officers, and businesses either directly or indirectly controlled by
the Company as a result of the investment, and the consolidated percentage of 61
shareholding -----------------------------------------------------------------------------------
Funding Overview
I. Capital & Shares ------------------------------------------------------------------------------ 62
II. The execution of corporate bonds, preferred shares, global depository receipts,
and employee stock option certificates, any merger and acquisition activities
(including mergers, acquisitions, and demergers), and the status of 72
implementation of capital utilization plans ----------------------------------------------
Business Operations Overview
I. Business Activities---------------------------------------------------------------------------- 75
II. Analysis of the market as well as production and marketing situation-------------- 80
III. Information on Employees ------------------------------------------------------------------ 86

Page

Table of Contents

IV. Disbursements for Environmental Protection ------------------------------------------- 86
V. Labor Relations -------------------------------------------------------------------------------- 90
VI. Important Contracts --------------------------------------------------------------------------- 94
Financial Overview
I. Condensed Balance Sheet and Income Statement of the Past Five Financial
Years ---------------------------------------------------------------------------------------------
95
II. Financial Analysis for the Past Five Financial Years ----------------------------------- 99
III. The Auditing Committee's Auditing Report on the Financial Report for the Most
Recent Year -----------------------------------------------------------------------------------
103
IV. Financial Statements of Last Financial Year --------------------------------------------- 104
V. Audited and Certified Company Financial Statements of Last Financial Year ---- 179
VI. The impact of the Financial Difficulties of the Company and its Affiliated
Companies for the Most Recent Year and as of the Publication Date of the
Annual Report on the Company's Financial Condition -------------------------------
248
Review of Financial Position, Operating Results, and Risk Management
and Risk Assessment
I. Financial Status -------------------------------------------------------------------------------- 249
II. Financial Performance ------------------------------------------------------------------------ 250
III. Cashflow ---------------------------------------------------------------------------------------- 251
IV. The Impact of Material Capital Expenditures in the Last Financial Year in
Financing and Operating Activities --------------------------------------------------------
252
V. Investment Policy in the Last Financial Year, the Main Reasons for the Profits
or Losses, Improvement Plans and the Investment Plans for the Coming Year ---- 252
VI. Analysis and the Evaluation of Risk Management -------------------------------------- 252
VII. Other Important Matters ---------------------------------------------------------------------- 256
Special Disclosures
I. Information on Affiliated Companies ------------------------------------------------------ 262
II. Private Placement of Securities of the Last Financial Year up to the Publication
Date of this Annual Report-------------------------------------------------------------------
268
III. Holding or Disposal of the Company's Shares by the Company's Subsidiaries in
the Last Financial Year up to the Date of Publication of this Report -----------------
268
IV. Other Supplementary Information---------------------------------------------------------- 268
V. Events of Significant Influence on Shareholders’ Equity or Prices of Securities
as stipulated in Subparagraph 2, Paragraph 2 of Article 36 of the Securities and
Exchange Act -----------------------------------------------------------------------------------
268

Letter to the Shareholders

Dear Shareholders,

Despite the significant impact of the COVID-19 pandemic on the global economy in 2020, the overall semiconductor market, benefiting from demand for cloud computing, telework, and learning devices, performed better than expected. According to IDC's Worldwide Semiconductor Applications Forecaster, global semiconductor revenue reached US$442 billion in 2020, an increase of 5.4% from 2019. After underperforming in 2019, the DRAM and NAND markets also recovered in 2020, growing by 4% and 32.9%, respectively. IDC forecasts that the semiconductor market will reach US$476 billion in 2021, growing at an annual rate of 7.7%, as vaccines become prevalent and the economy begins to open up and recover. Looking ahead to 2021, we surmise that the speed of the market recovery will depend on how quickly countries can stabilize the global economy with COVID-19 prevention measures and government stimulus programs, and how much consumer confidence rises and changes with the prevalence of the vaccines. Specific markets, such as 5G cellphones, cloud computing, Smart Edge and wafer foundry, remain in the growth mode, which is critical to the recovery of the semiconductor industry this year. Semiconductor technology plays a key role in the recovery of each industry.

Computing systems, such as PCs and server semiconductors, reached US$152 billion with an annual increase of 10.9% or so in 2020. Working and studying from home boosted purchasing power for PCs in both the corporate and consumer markets. In addition, the decentralization of employees and students from centralized locations has forced cloud service providers, telecoms and corporate IT departments to invest more aggressively in computing infrastructure. IDC forecasts that computing system semiconductor revenue will grow 6.3% to US$161 billion in 2021.

With the unequivocally accelerated growth of 5G cellphones, smartphones were the second most significant demand driver for semiconductor development in 2020. Although cellphone shipments declined by more than 5% in 2020, cellphone semiconductor revenue grew by approximately 3% as the market shifted to higher ASP 5G cellphones, requiring more memory, sensors and RF support for more frequency bands. The year 2021 will be a particularly important for semiconductor vendors, for 5G cellphones will account for 30% of all cellphone shipments and semiconductors for 5G cellphones will account for nearly 54% of the revenue. IDC forecasts that cellphone semiconductor revenue will grow 11.4% to US$128 billion by the end of 2021.

In the automotive and industrial semiconductor markets, automotive OEMs experienced manufacturing disruptions due to production allocations from some semiconductor foundries and shortages of semiconductor capacity, despite the sales growth in the third and fourth quarters of 2020. In 2020, automotive sales, including light commercial vehicles, decline by 14.5% to 71 million units, resulting in an 8.4% decrease in automotive semiconductor revenue to US$37 billion. With the massive demand for semiconductor components from the development of electric vehicles in 2021, non-internal storage automotive semiconductor revenue will grow by 12.6%, rendering the market development worthy of anticipation.

The Memory Business Division expects the market to revive in the first half of 2021, especially for DRAM. The main reason is that the demand for mobile devices and server applications is strong, and that the major memory companies are bullish on the market boom in 2021. Benefiting from the contract price increase in mainstream memory, the price of niche DRAM increased up to 25-30% in January 2021. With the increasing adoption of solid-state drives (SSDs), coupled with the growth of 5G cellphones, the global NAND market will continue to grow in 2021 and in turn spur the demand for and the price of SLC NAND.

~1~

Driven by the multi-fold growth of TWS market demand, NOR Flash has come in the limelight. To support Bluetooth 5.0 and active noise reduction, each TWS must be equipped with NOR Flash to assist computing. With the launch of new TWS products by major brands, the quantity and capacity of accompanying NOR Flash will multiply and the market size will grow year by year. It is estimated that the total volume of TWS shipments will have reached 300 million units by 2022. In addition, AMOLED panels and TDDI chips also require NOR Flash. Specifically, AMOLED panels need to be equipped with 4-32Mb NOR Flash for optical compensation, while TDDI chips require external NOR Flash as an aid for parameter adjustment. As the trend in the terminal market continues, it is estimated that the penetration rate of AMOLED panels and TDDI chips in cellphones is expected to exceed 50% in 2022. However, the recent 50/60nm capacity in NOR Flash foundries is already insufficient, and therefore NOR Flash will be in tight supply in the first half of 2021.

The Company has been engaged in niche memory, including niche DRAM, NOR Flash and SLC NAND. Despite the adverse impact of the COVID-19 pandemic in 2020, the Company's revenue reached a record high of $15.267 billion (consolidated revenue), benefiting from the demand of the stay-at-home economy as a result of the pandemic. The niche memory market will perform well in 2021 thanks to the gradual recovery of the memory market and the demand of the stay-at-home economy, and therefore it will be a year of increased shipments and revenue growth.

As regards power IC and analog IC products, the product line is becoming more and more comprehensive after years of hard work and cultivation. The products have been verified by large customers, and in particular, the market share of audio amplifiers in the TV market has been on the rise. Meanwhile, benefiting from the demand for audio-visual devices in the stay-at-home economy, the smart speaker market expansion has achieved very good results, with related revenue growing by approximately 11.9%. Growth is expected to continue in the TV and smart speaker markets in 2021.

The Company's revenue for 2020 was NT$15,267,139 thousand, an increase of 27.40% from the revenue of NT$11,983,479 thousand in 2019, with an annual gross margin of 17.35% and a net profit before tax of NT$1,253,700 thousand.

  • I. Operating Results for 2020 (adopted from Consolidated Financial Statements information) 1. Comparison of the operating condition in 2019 and 2018 is as follows:

Unit: NT$1,000

2020 2019 Increase
(Decrease)
Increase
(Decrease)%
Revenue 15,267,139 11,983,479 3,283,660 27.40
Gross Profit 2,649,042 1,802,208 846,834 46.99
OperatingExpenses (1,494,257) (1,227,265) (266,992) (21.75%)
Profit (Loss) from
Operations
1,154,785 574,943 579,842 100.85
Net Non-operating
Revenue
98,915 1,237 97,678 7,896.36
Net Profit (Loss)
Before Tax
1,253,700 576,180 677,520 117.59
Net Profit (Loss)
After Tax
1,084,441 505,611 578,830 114.48

~2~

  1. Financial Revenue and Expenses and Profitability Analysis

  2. (1) Financial Revenue and Expenses

Unit: NT$1,000 Unit: NT$1,000
Item 2020 2019 Increase
(Decrease)
Increase
(Decrease)%
Cashflow from
OperatingActivities
453,348 1,849,420 ( 1,396,072) ( 75.49%)
Cash flow from
InvestingActivities
( 504,290) ( 324,068) ( 180,222) ( 55.61%)
Cash flow from
FinancingActivities
891,856 ( 642,177) 1,534,033 238.88%

(2) Profitability

rofitability rofitability
Item 2020 2019
Return on Assets (%) 9.32 4.94
Return on Equity (%) 14.02 6.93
Percentage of
Paid-in Capital
(%)
Operating
Profit
40.41 20.12
Net Profit
before Tax
43.87 20.16
Net Profit Margin (%) 7.10 4.22
Earnings Per Share (NT$) 3.85 1.78
  - (3) Research and Development: The research and development expense for 2020 was NT$ 940,851 thousand, accounting for approximately 6.16% of the revenue.
  • II. Summary of 2021 Business Plan

  • Business Strategy

    • (1) Recruit more R&D personnel to improve R&D strength, and increasing R&D equipment expenditure to improve R&D efficiency.

    • (2) Expand 25nm low-density niche DRAM memory product lines, e.g. DDR4, DDR3, LP DDR3, DDR2, LP DDR2, etc.

    • (3) Accelerate the introduction of 21nm DRAM product development to maintain the competitive advantage of the cost structure.

    • (4) Accelerate mass production of 28nm NAND products.

    • (5) Accelerate the development and expansion of MCP (NAND+LP DRAM) and eMCP (controller + NAND + LP DRAM) product lines.

    • (6) Fully expand the 50nm NOR Flash product line and business.

    • (7) Research and develop niche memory for automotive applications.

    • (8) Accelerate the development of power IC and analog IC product lines.

    • (9) Expand the Company's product lines, such as IoT IC, Motor Drive IC, Sensor IC, etc.

    • (10) Maintain a stable financial structure.

~3~

  1. Sales Forecast and its Basis

Benefiting from the demand of the stay-at-home economy, the PC market, which had been in recession for many years, reported a short supply in 2020 and is expected to continue to grow in 2021. Although the smartphone market declined owing to the impact of COVID-19, the vaccines have started to be administered and market confidence will gradually recover. Moreover, as 5G cellphones become more prevalent, the memory capacity of PCs and smartphones will increase significantly in order to improve their performance. In terms of 3D NAND process conversion, yields are gradually stabilizing, supply is returning to normal, and prices are starting to slide. However, the memory capacity of SSDs and cellphones is expected to increase significantly and take up most of the production capacity. In SLC NAND, therefore, prices are starting to rebound as a result of the dramatic increase in demand but limited production capacity. In terms of NOR Flash, although the production capacity in Mainland China is opening up bit by bit, the demand at the application end is increasing, resulting in price rebound. Revenue growth is expected to continue in 2021.

The Company's revenue reached a record high in 2020, benefiting from the demand of the stay-at-home economy, coupled with the fact that Samsung and Hynix had both shifted production capacity from memory to CIS, resulting in a rare boom in the niche memory market, where demand far exceeded supply. Both revenue and profit are expected to continue to grow in 2021.

  1. Important Production and Sales Policies

    • (1) Strengthen the partnerships with wafer suppliers and post-production outsourcers to maintain stable production capacity and supply.

    • (2) Strengthen the business of KDG, NOR, NAND, and MCP.

    • (3) Provide better cost structure and quality than other companies and expand the market share of domestic and foreign markets.

    • (4) Strengthen the interactive relationship with distributors and expand the areas of application of new products to increase business sales.

  2. III. Future Development Strategies of the Company

Although global suppliers of DRAM and NAND Flash tend to consolidate, unlike the bloodshed price competition in the past, China has vigorously supported the semiconductor industry in rent years, especially the DRAM and NAND memory industries, and has invested in great variables to the supply of memory in the future. The new memory Fab will be completed and mass-produced after 2020. By then, the memory industry will start a new round of competition and elimination and this will affect the niche memory market. In this macro-environment, improve the technical strength, accelerate new product development, and continue to reduce costs are the only ways to cope with the future competition.

As the application of low-density niche memory is becoming wider, it is an indispensable electronic component for technology products. It is expected that the global demand for niche memory will continue to grow in 2021. The Company will continue to increase the development of new products in response to market demand, in addition to focusing on high-integration, high-speed and low-power memory IC products, KGD, NOR, NAND Flash, and MCP businesses, and accelerate research and development of analog IC, analog-digital mixed IC product line to enhance the competitiveness and meet the various needs of the customers. The Company will actively strengthen the research and development of new products to improve its competitiveness and have a greater foundation in future competition to maximize profits for the Company.

~4~

IV. Impact on the Company Due to Competition, Governmental Regulations, and Overall Operation Environment

The memory market has been reviving since 2020. The demand for semiconductor components in the stay-at-home economy has exceeded expectations, but the increase in production capacity is limited, coupled with Samsung and Hynix both shifting memory capacity to CIS production, so the market price will go up gradually in 2021. Since the outbreak of COVID-19, city closures have continued to expand worldwide, generating demand for cloud computing and remote work and learning devices and resulting in better than expected overall semiconductor market performance. This, coupled with the fact that many countries have begun administering vaccines, will lead to a gradual recovery in consumer confidence. Market research firms now expect smartphone sales to pick up and semiconductor components for cellphones to continue to grow in 2021, which will trigger a severe shortage of foundry capacity and make price increases inevitable.

The COVID-19 pandemic has prompted demand in the stay-at-home economy. The shortage of capacity, materials and labor has been epidemic in the market since the second half of 2020 and is expected to continue in 2021. The trend of upstream original manufacturer-led price increases is still clear, and ensuring production capacity is the paramount issue in 2021. The industry still generally expects price increases in DRAM, NOR and SLC NAND Flash to remain unchanged whereas the impact of geopolitical and economic uncertainties, such as the US-China trade war, is likely to continue.

The Company's current operations are in compliance with the relevant existing laws and regulations of domestic and foreign reinvestment countries. The management team will also continue to pay close attention to any changes in policies and laws that may affect the company's finances and business, as a reference for operations. In addition, the Company also cooperates with professional organizations to pays close attention to the development of relevant laws and regulations, and immediately adjusts its strategies to meet the needs of operations. Therefore, the Company can timely grasp and respond to important domestic and foreign policy and legal changes.

Chairman of the Board:: Hsing-Hai Chen

President: Ming-Chien Chang

~5~

Company Profile

  • I.

  • Date of Founding: June 2, 1998.

II. Corporate History: Elite Semiconductor Microelectronics Technology Inc. (hereinafter “the Company”) was established on June 2, 1998 and was listed on the Taiwan Stock Exchange since March 4, 2002. As of December 31, 2020, the Company's authorized capital is NT$ 3,500,000,000 and the paid-in capital is NT$ 2,857,589,250. The main business of the Company includes research and development, production and sales of DRAM/SRAM, Flash Memory, Analog IC, Analog-Digital Mixed IC, and the technical services related to product design and research and development of the Company. With the engineering technology that has been focusing on DRAM/Flash Memory for many years, the Company has launched the Multi-Chip Package (MCP) products that are suitable for various mobile communication systems. To accelerate the expansion of the analog product business, the Company completed the consolidation and merger of Advanic Technologies, Inc. in December 2005 and established the Analog Product Department in August, 2008 to extend the product line to the research and development of analog IC, and analog-digital mixed IC. The Company has completed the consolidation by merger with Eon Silicon Devices, Inc in June, 2016 in order to obtain the synergy effect of the strategic collaboration for the product development resources of Flash Memory. In addition, the main spinout companies indirectly held by the Company are 3R Semiconductor Technology Inc., Canyon Semiconductor Inc., and Elite Silicon Technology Inc., which are engaged in research and development of Power IC and SoC IC, etc. respectively.

~6~

Corporate Governance Report

I. Organizational System

  • (I) Organizational structure
Product Research and Development
Sales and Marketing Department
Audit Committee
Salary and Rem uneration
Committee
Nominating Committee
Product Research and Development
Sales and Marketing Department
Audit Committee
Salary and Rem uneration
Committee
Nominating Committee
Product Research and Development
Sales and Marketing Department
Audit Committee
Salary and Rem uneration
Committee
Nominating Committee
Product Research and Development
Sales and Marketing Department
Audit Committee
Salary and Rem uneration
Committee
Nominating Committee
Product Research and Development
Sales and Marketing Department
Audit Committee
Salary and Rem uneration
Committee
Nominating Committee
Product Research and Development
Sales and Marketing Department
Audit Committee
Salary and Rem uneration
Committee
Nominating Committee
Product Research and Development
Sales and Marketing Department
Audit Committee
Salary and Rem uneration
Committee
Nominating Committee
Board of Directors
Auditing Division
Legal and Intellectual Property
Division
Information Technology Division
Chairm an of the
Board/P resident
Chairm an of the
Board/P resident's Office
Annual Shareholders' Meeting
Process Components Division
Packaging Engineering Division
Second Business Unit
Business Development Unit
Quality Assurance Division
Outsourcing and Materials Management Division
Engineering Development
Operational Engineering Department
Finance Division
Administration Division
Quality System Management
Department
Board of Directors
Auditing Division
Legal and Intellectual Property
Division
Information Technology Division
Chairm an of the
Board/P resident
Chairm an of the
Board/P resident's Office
Annual Shareholders' Meeting
Process Components Division
Packaging Engineering Division
Second Business Unit
Business Development Unit
Quality Assurance Division
Outsourcing and Materials Management Division
Engineering Development
Operational Engineering Department
Finance Division
Administration Division
Quality System Management
Department
Board of Directors
Auditing Division
Legal and Intellectual Property
Division
Information Technology Division
Chairm an of the
Board/P resident
Chairm an of the
Board/P resident's Office
Annual Shareholders' Meeting
Process Components Division
Packaging Engineering Division
Second Business Unit
Business Development Unit
Quality Assurance Division
Outsourcing and Materials Management Division
Engineering Development
Operational Engineering Department
Finance Division
Administration Division
Quality System Management
Department
Board of Directors
Auditing Division
Legal and Intellectual Property
Division
Information Technology Division
Chairm an of the
Board/P resident
Chairm an of the
Board/P resident's Office
Annual Shareholders' Meeting
Process Components Division
Packaging Engineering Division
Second Business Unit
Business Development Unit
Quality Assurance Division
Outsourcing and Materials Management Division
Engineering Development
Operational Engineering Department
Finance Division
Administration Division
Quality System Management
Department
Board of Directors
Auditing Division
Legal and Intellectual Property
Division
Information Technology Division
Chairm an of the
Board/P resident
Chairm an of the
Board/P resident's Office
Annual Shareholders' Meeting
Process Components Division
Packaging Engineering Division
Second Business Unit
Business Development Unit
Quality Assurance Division
Outsourcing and Materials Management Division
Engineering Development
Operational Engineering Department
Finance Division
Administration Division
Quality System Management
Department
Board of Directors
Auditing Division
Legal and Intellectual Property
Division
Information Technology Division
Chairm an of the
Board/P resident
Chairm an of the
Board/P resident's Office
Annual Shareholders' Meeting
Process Components Division
Packaging Engineering Division
Second Business Unit
Business Development Unit
Quality Assurance Division
Outsourcing and Materials Management Division
Engineering Development
Operational Engineering Department
Finance Division
Administration Division
Quality System Management
Department
Engineering Development
Design Division/Layout Engineering Division Product Research and Development Department Testing Division Product Engineering Division Process Components Division Packaging Engineering Division Outsourcing and Materials Management Division

~7~

(II) Major Department Functions

Major Departments Major Responsibilities and Functions of the Departments
Chairman of the
Board/President's Office

Company's Project Promotion/ Coordination and Other Related
Operations.
Auditing Division Establishment, operation, audit and reivew of various internal control
systems, operations and management regulations.
Design Division/
Layout Engineering
Division
Responsible for circuit design, simulation, layout, detection of memory IC
products and assistance in mass production product issue analysis and
necessaryconsultation.
Product Research and
Development
Department
Responsible for memory IC product specification verification, failure
mode
analysis,
mass
production
condition
formulation,
yield
improvement, new process development and analysis, product practical
application verification, and assisting customers to solve product
applicationproblems.
Testing Division Responsible for the establishment and maintenance of memory IC product
test programs, calibration of test equipment, evaluation of test outsourcing
testers, automatic analysis of product engineering data and evaluation of
reliability evaluation of new needle test boards, and verification of actual
product application and assisting customers to solve product application
problems.
Sales and Marketing
Department
Responsible for memory IC product marketing strategy, product sales,
customer service and assisting in the promotion of business and new
products, new technology markets, specification evaluation, formulation
of new product specification, handling of customer complaints, return
analysis, product information collection, mass production specification
modification, etc.
Business Development
Department
Strategic evaluation and development of various new product businesses.
Product Engineering
Division/
Packaging Engineering
Division
Responsible for engineering evaluation of new product development,
packaging production line development, CP/FT test production line
development, production line abnormal analysis of ramping, process flow,
countermeasure formulation, andpromotion of execution, etc.
Process Components
Division
Responsible for memory IC wafer production plan management, process
technology definition, process design criteria verification, SPICE MODEL
for product design, component process characteristics analysis, and mask
makingtape outprocess management,etc.
Outsourcing and
Materials Management
Division
Responsible for memory IC mass production plan, outsourced production
strategy, production plan, materials, warehouse management, bonded and
import and export operations, etc.
QualityAssurance Responsible forproductqualityinspection, qualityassessment and regular

~8~

Major Departments Major Responsibilities and Functions of the Departments
Division audit of outsourcers, handling of customer complaints, return analysis,
improve countermeasure requirements and effectiveness tracking.
Finance Division The Company's financial management, accounting, budget management,
shareholdingaffairs,etc.
Administration Division Responsible for Company-wide personnel, payroll, education and training,
labor laws, general affairs, factory affairs, labor safety and health,
transportation, transactionalprocurement, etc.
Quality and System
Management
Department
Responsibile in assisting in the establishment and maintenance of
Company-wide quality/environmental system operation and audits,
outsourcer’s quality system assessment, implementation of control
operations such as the establishment, modification, and issuance of
documentation, and establishment and maintenance of measurement
equipment verification systems
Legal and Intellectual
PropertyDivision
Responsible
for
the
Company's
legal
affairs, patent/trademark
applications, etc.
Information Technology
Division

Management and maintenance of the Company's OA, MIS system,
network and other information related systems.
Second Business Unit Responsible for the research and development, production and sales of
analog, analogand digital mixed-signal ICproducts, etc.
Business Development
Unit
Responsible for the strategic evaluation and development of new products
and business.

~9~

  • II. Information of the Company's Directors, Supervisors, President, Vice Presidents, Assistant Vice Presidents, and the Heads of all the Company's Departments and Divisions

  • (I) Information of Directors and Supervisors

    1. Directors and Supervisors

Record date: April 18, 2021

Title Name Nationality/Place
of Registration

Gender

Date
Elected
Te rm
(Yea rs)

Date First
Elected
Shares Held when
Elected
Shares Held when
Elected
Shares Currenly Held Shares Currenly Held Shares Held by Spouse
and Minor Children
Shares Held by Spouse
and Minor Children
Shares Held in the
Name of Othe r
Person(s)
Shares Held in the
Name of Othe r
Person(s)
Prima ry Professional or
Academi c Experience
Position(s)
Concurrently
Held at the
Company
and Other
Companies

Other Executives,
Directors, or
Supervisors who are
spouses or within
the second degree of
kinship.

Other Executives,
Directors, or
Supervisors who are
spouses or within
the second degree of
kinship.

Other Executives,
Directors, or
Supervisors who are
spouses or within
the second degree of
kinship.


Rema
rks
Number
of Shares
Shareholding
Percentage

Number
of Shares
Shareholding
Percentage

Number
of Shares
Shareholding
Percentage

Number
of
Shares

Shareholding
Percentage
Title Name Relati
onshi
p
Chairman of
the Board
Hsing-Hai
Chen
Republic of
China
Male 2019.6.13 3 years 1999.7.06 8,411,629
3.08%
8,411,629 2.94% 1,370,927 0.48% - - Master of Applied Physics,
National Tsing Hua
University
Note 1 Nil Nil Nil Nil
Director Ming-Chien
Chang
Republic of
China
Male 2019.6.13 3 years 1998.5.20 5,523,825
2.02%
5,523,825 1.93% 1,618,785 0.57% - - Master D egree from the
Institute of Electronics,
National Chiao Tung
University
Note 1 Nil Nil Nil Nil
Director Chih-Hong
Ho
Republic of
China
Male 2019.6.13 3 years 2004.6.25
628,172

0.19%
628,172 0.22% - - - - PhD in Mechanical
Engineering, North
Carolina State University,
USA
Note 1 Nil Nil Nil Nil
Director Yeong-Wen
Daih
Republic of
China
Male 2019.6.13 3 years 2016.6.15
571,205

0.17%
581,205 0.20% 75,970 0.02% - - Master D egree from the
Institute of Electronics,
National Chiao Tung
University
Note 1 Nil Nil Nil Nil
Director Shin Xin
Investment
Co.,Ltd.
Republic of
China
2019.6.13 3 years 2019.6.13
7,000

-%
255,000 0.09% - - - -
Director
Representative

Chia-Neng
Huang (Legal
Representative
of Shin Xin
Investment
Co., Ltd.)

Republic of
China
Male 2019.6.13 3 years 2019.6.13
-
- - - - - - - Department of Mechanical
Engineering, Chung Yuan
Christian University
Note 1 Nil Nil Nil Nil
Independent
Director
Shan-Jen
Chow
Republic of
China
Male 2019.6.13 3 years 2003.2.18
-
- - - - - - - Master of Business
Administration, Golden
Gate University, California,
USA
Nil Nil Nil Nil
Independent
Director
Tsin-Fu Jiang Republic of
China
Male 2019.6.13 3 years 2007.6.15
-
- - - - - - - PhD in Physics, National
Tsing Hua University
Professor, Institute of
Physics, National Chiao
Tung University
Note 1 Nil Nil Nil Nil
Independent
Director
Cheng-Yan
Chien
Republic of
China
Male 2019.6.13 3 years 2019.6.13
-
- - - - - - - Emory University, USA
Master of Business
Management
Note 1 Nil Nil Nil Nil

~10~

Note 1: Current positions in other companies

Hsing-Hai
Chen
Chairm an of the Board, Elite Semiconductor
Memory Technology Inc.
Chairm an of the Board, 3R Semiconductor
Technology Inc.
Chairm an of the Board, Elite Silicon
Technology Inc.
Chairm an of the Board, ESMT Educational
Foundation
Chairm an of the Board, Jie Yong Investm ent
Ltd.
Director, Elite Investm ent Services Ltd.
Ming-Chien
Chang

Chairm an of the Board, Charng Feng
Investment Ltd.
Director, Elite Silicon Technology Inc.
Director, ESMT Educational Foundation
Director, Jie Yong Investm ent Ltd.
Director, Elite Investm ent Services Ltd.
Director,Eon Silicon Sloution Inc.US A
Chia-Neng
Huang
Chairm an of the Board, President and Chief
Executive Officer of Chang Wah
Electrom aterials Inc.
Chairm an of the Board, President and Chief
Executive Officer of Chang Wah
Electrom aterials Inc.
Chairm an of the Board, SH Electronics
Taiwan Co., Ltd.
Chairm an of the Board, Chang Wah Energy
Technology Co., Ltd
Director, eChem Solutions Corp.
Representative corporate director of How
Weih Holding (Caym an) Co., Ltd.
Representative corporate director of Yin
Kang Co., Ltd.
Representative of corporate director of Yin
Tai Co., Ltd.
Chairm an of the Board, SH Asia Pacific
Pte.Ltd.
Chairm an of the Board, Silver Connection
Co., Ltd.
Chia-Neng
Huang
Representative corporate director of WSP
Electrom aterials Ltd.
Director, CWE Holding Co., Ltd.
Director, Broadwell Worldwide Ltd.
Yeong-Wen
Daih

Director, Jie Yong Investm ent Ltd.
Chih-Hong
Ho
Director, Elite Innovation Japan Ltd.
Legal Representative,
Elite Semiconductor M emory Technology
(Shenzhen) Inc.
Legal Representative,
Elite Semiconductor Microelectronics
(Shanghai)TechnologyInc.
  1. Major shareholders of the institutional shareholders

  2. (1) Major shareholders of the institutional shareholders as at April 18, 2021

Name of Institutional Shareholders (Note 1) Major shareholders of the institutional
shareholders(Note 2)
Shareholding Percentage
Shin Xin Investment Co., Ltd. Chia-Neng Huang
JunjieHuang
99.995%
0.005%

Note 1: If the Director or Supervisor is a representative of an institutional shareholder, his/her name shall be specified. Note 2: Please fill in the name and the shareholding percentage of the major shareholders of institutional shareholders

(shareholders within the 10 biggest shareholding percentage). If the major shareholders are legal entities, information shall be provided in the following table.

~11~

  • Note 3: For corporate shareholders who are not under the organization of the Company, the name and shareholding of the shareholders shall be disclosed (i.e. name of the investor or donor and their investment or donation ratio).

  • (2) Major shareholders of institutional shareholders who are representative of institutional shareholders: None.

3. Professional Qualifications and the Independence of Directors:

Qualification
Nam e
Meets one of the following professional qualifications, with at
least fiveyears of workingexperience
Meets one of the following professional qualifications, with at
least fiveyears of workingexperience
Meets one of the following professional qualifications, with at
least fiveyears of workingexperience
Independence Criteria (Note 1) Independence Criteria (Note 1) Independence Criteria (Note 1) Independence Criteria (Note 1) Independence Criteria (Note 1) Independence Criteria (Note 1) Number of
other public
companies
where the
individual
concurrently
serves as an
Independent
Director
Currently serving as a
lecturer or higher
position in a private or
public college or
university in the field
of business, law,
finance, accounting, or
any related field
required in business.
Currently serving as a
judge, prosecutor,
lawyer, accountant, or
any other professional
practice or technician
that must undergo
national examinations
and specialized license
Work experience
in commerce,
legal affairs,
finance,
accounting, or
related
experience
required by
business
1 2 3 4 5 6 7 8 9 10 11 12
Hsing-Hai
Chen
Ming-Chien
Chang
Chih-HongHo
Yeong-W en
Daih
Chia-Neng
Huang
Shan-Jen Chow
Tsin-Fu Jiang
Cheng-Yan
Chien

Note 1: Please tick "" in the corresponding boxes if the Directors have m et any of the following criteria during the two years prior to being elected or during the term of office.

  • (1) Not an em ployee of the Company or any of its affiliates.

~12~

  • (2) Not a Director or Supervisor of the company or any of its affiliates. (Not applicable in cases where the person is an Independent Director of the company, its parent com pany, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary).

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

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

  • (5) Not a director, supervisor or employee of a corporate shareholder who directly holds more than 5% of the total number of issued shares of the Company or is ranked top five in terms of the number of shares held or is designated as a Director or Supervisor of the Company pursuant to Paragraph 1 or 2, Article 27 of the Company Act (Not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary).

  • (6) Not a director, supervisor, or employee of another company that the majority of its directors or the shares with voting rights are controlled by the sam e person (excluding independent directors appointed by both the Company and its parent company, subsidiary or subsidiaries under the same parent company pursuant to this regulation or the local regulations).

  • (7) Not a director, supervisor, or employee of another company or an institution who is concurrently a chairman, general m anager, or equivalent position of the Company or a spouse thereof (excluding independent directors appointed by both the Com pany and its parent company, subsidiary or subsidiaries under the same parent company pursuant to this regulation or the local regulations)

  • (8) Not a director, supervisor, manager, or shareholder holding 5% or more of the shares of a specified company or institution which has a financial or business relationship with the Company (excluding specified companies or institutions holding more than 20% but less than 50% of the total issued shares of the Company, and independent directors appointed by both the Company and its parent company, subsidiary or subsidiaries under the sam e parent company pursuant to this regulation or the local regulations).

  • (9) Not a professional individual who is an owner, partner, director, supervisor, or manager of a sole proprietorship, partnership, company, or institution, or a spouse thereof, that provides comm ercial, legal, financial, accounting services or consultation to the Company or its affiliated companies, or those made an accum ulated profit of less than NT$500,00 over the last 2 years. However, members of the special committee on remuneration, public acquisition review, or merger and acquisition who perform their functions in accordance with the provisions of Securities and Exchange Act or Business M ergers and Acquisitions Act and other relevant regulations shall not be subject to this provision.

~13~

  • (10) Not a spouse or a relative within the second degree of kinship with any Director.

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

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

~14~

(II) Information of the Presidents, Vice Presidents, Assistant Vice Presidents, and the Heads of all the Company's Departments and Divisions

Record Date: April 18, 2021

Title Name Nationality Gender
Date of
Appointmen
t
Shareholding Shareholding Shares Held by
Spouse/Minor Children
Shares Held by
Spouse/Minor Children
Shares Held in the
Name o f Other
Persons
Shares Held in the
Name o f Other
Persons
Primary Professional or
Academic E xperience
Position(s)
Concurrently
Held at the
Company or
Other
Companies
Managers who are
spouses or within
the second degree
of kinship.
Managers who are
spouses or within
the second degree
of kinship.
Managers who are
spouses or within
the second degree
of kinship.


Rem
arks
Number o f
Shares
Shareholdi
ng
Percentage
Number o f
Shares
Shareholdi
ng
Percentage

Number
of
Shares
Shareholdin
g Percentage
Title Name Relati
on
Chairman o f
the Board
Hsing-Hai
Chen
Republic
of China
Male 2008.11.03 8,411,629
2.94%
1,370,927 0.48% - - Master of Applied Physics,
National Tsing Hua
University
Note 1 Nil Nil Nil Nil
President
and Chief
Technology
Officer o f
Business
Group
Ming-Chien
Chang

Republic
of China
Male 2008.11.03 5,523,825
1.93%
1,618,785 0.57% - - Master of Electronics,
National Chiao Tung
University
Note 1 Nil Nil Nil Nil
Senior Vice
President
and Chief
Marketing
Officer
Chih-Hong
Ho
Republic
of China
Male 2005.08.01 628,172
0.22%
- - - - PhD in Mechanical
Engineering, North Carolina
State University, USA
Note 1 Nil Nil Nil Nil
President
and Chief
Operating
Officer
Yeong-Wen
Daih

Republic
of China
Male 2008.11.03 581,205
0.20%
75,970 0.03% - - Master Degree, Institute of
Electronics, National Chiao
Tung University
Note 1 Nil Nil Nil Nil
Vice
President
and Second
Business
Unit
Kuan-Chun
Chang

Republic
of China
Male 2008.11.03 685,341
0.24%
949 - - - Master Degree, Depart ment
of Electrical Engineering,
National Cheng Kung
University
Note 1 Nil Nil Nil Nil
Senior
Director of
Finance
Division
Candy Chu Republic
of China
Female 2006.09.01 143,000
0.05%
39,490 0.01% - - Department of Accounting
and Statistics, Ming Chuan
Commercial College
Note 1 Nil Nil Nil Nil

~15~

Note 1: Position(s) concurrently held in other companies is as follows:

Hsing-Hai
Chen
Chairm an of the Board, Elite Semiconductor
Memory Technology Inc.
Chairm an of the Board, 3R Semiconductor
Technogy Inc.
Chairm an of Elite Silicon Technology Inc.
Chairm an of the Board, ESMT Educational
Foundation
Chairm an of the Board, Jie Yong
Investment Ltd.
Director, Elite Investment Services Ltd.
Ming-Chien
Chang
Chairm an of the Board, Charng Feng
Investment Ltd.
Director, Elite Silicon Technology Inc.
Director, ESMT Educational Foundation
Director, Jie Yong Investm ent Ltd.
Director, Elite Investment Services Ltd.
Director,Eon Silicon Sloution Inc.USA
Director, Jie Yong Investm ent Ltd.
Director, ESMT Educational Foundation
Legal representative of Elite
Chih-Hong
Ho
Director, Elite Innovation Japan Ltd.
Legal Representative, Elite
Semiconductor M emory Technology
(Shenzhen) Inc.
Semiconductor Microelectronics
(Shanghai)TechnologyInc
Yeong-W en
Daih
Director, Jie Yong Investm ent Ltd.
Candy Chu Director, ESMT Educational Foundation
Supervisor, Elite Silicon Technology Inc.
Supervisor, Elite Innovation Japan Ltd.
Kuan-Chun
Chang

~16~

  • (III) Remuneration Paid During in the Most Recent Financial Year to Directors, Supervisors, President, and Vice Presidents Under the Company and All Companies Listed in the Consolidated Statements

  • Remuneration of Directors (including Independent Directors)

As at December 31, 2020 Unit: NT$ 1,000/share

Title Name Directors Re muneration Directors Re muneration Directors Re muneration Directors Re muneration Directors Re muneration Directors Re muneration Directors Re muneration Directors Re muneration Ratio of the total of
4 items A, B, C and
D to net income
after taxes
Ratio of the total of
4 items A, B, C and
D to net income
after taxes
Relevant remuneration rec eived byd Relevant remuneration rec eived byd Relevant remuneration rec eived byd Relevant remuneration rec eived byd irectors who are also employees irectors who are also employees irectors who are also employees irectors who are also employees Proportion of the
sum of A, B, C, D,
E, and F to net
profit after tax
Proportion of the
sum of A, B, C, D,
E, and F to net
profit after tax
Compensation
paid to directors
from an invested
company other
than the
Company’s
subsidiaries or
parent company
Remuneration (A) Severance pay and
pension (B)
Remuneration of
directors (C)
Business expense
(D)
Salary, bonus and
special allowance
(E)
Pension
(F)
Employee’s compensation (G)
The
Company
All
compani
es listed
in this
Financial
Report
The
Compa
ny
All
companies
listed in
this
Financial
Report
The
Compa
ny
All
companie
s listed in
this
Financial
Report
The
Compa
ny
All
companie
s listed in
this
Financial
Report
The
Compa
ny
All
companie
s listed in
this
Financial
Report
The
Compa
ny
All
companie
s listed in
this
Financial
Report
The
Compa
ny
All
companie
s listed in
this
Financial
Report
The Company All companies
listed in this
Financial Report
The
Comp
any
All
companie
s listed in
this
Financial
Report
Cash Stock Cash Stock
Chairman
of the
Board
Hsing-Hai
Chen
- - - - 4,408 4,408 113 113 0.42% 0.42% 4,009 4,009 - - - - - - 0.79% 0.79% Nil
Directors Ming-Chie
n Chang
- - - - 2,204 2,204 - - 0.20% 0.20% 4,304 4,304 108 108 2,556 - 2,556 - 0.85% 0.85% Nil
Directors Chih-Hong
Ho
- - - - 2,204 2,204 - - 0.20% 0.20% 4,099 4,099 108 108 5,630 - 5,630 - 1.11% 1.11% Nil
Directors Yeong-We
n Daih
- - - - 2,204 2,204 - - 0.20% 0.20% 3,870 3,870 108 108 5,349 - 5,349 - 1.06% 1.06% Nil
Directors Chia-Neng
Huang
- - - - 2,204 2,204 - - 0.20% 0.20% - - - - - - - - 0.20% 0.20% Nil
Independent
Director
Shan-Jen
Chow
- - - - - - 900 900 0.08% 0.08% - - - - - - - - 0.08% 0.08% Nil
Independent
Director
Tsin-Fu
Jiang
- - - - - - 850 850 0.08% 0.08% - - - - - - - - 0.08% 0.08% Nil
Independent
Director
Cheng-Yan
Chien
- - - - - - 850 850 0.08% 0.08% - - - - - - - - 0.08% 0.08% Nil
1.
Please illustrate the policies, sy stem s, standards and structure of independent d irectors' rem uneration, as well as the correla
According to Article 24-1 of the Com pany s' Articles of Incorporation, based on the profit of the y ear, the Com pany sha
rem uneration to Directors. With reference to the Com pany 's overall operating perform ance, industry 's future operating ri
Com pany 's perform ance, the Com pany has given reasonable rem uneration. Relevant perform ance evaluation and the rem u
2.
Other than disclo sure in the above tab le,Directors rem uneration received by providingservices(e.g.providingcon sulting
tion between their rem uneration and the responsibilities, risks, and tim e invested:
ll appropriate no less than 5% of the profit as rem uneration to em ploy ees, and no m ore than 1% of the profit as
sks and developm ent trends, and referring to the indiv idual's perform ance achievem ent rate and contribution to the
neration rationality shall be approved by the Rem uneration Com m ittee and the Board of Directors.
services as a non-employee)to the Companyin the financial report: None.
  • Note1: The distribution of Directors' and Supervisors' remuneration for the Financial Year 2020 amounted to NT$ 13,225 thousand was approved by the Board o f Directors on February 26, 2021. Since the amount o f distribution has not been confirmed by internal management, the amount is calculated based on the proportion of the Directors' and Supervisors' remuneration in Financial Year 2019.

  • Note2: The distribution of employees' compensation for the Financial Year 2020 amounted to NT$66,124 thousand was approved by the Board of Directors on February 26, 2021. Since the amount of distribution has not been confirmed by internal management, the amount is calculated based on the proportion of the employees' compensation in 2019.

~17~

2. Remunerations to President and Vice Presidents

As at As at As at As at December 31, 2020 Unit: NT$ 1,000/share
Proportion of net
profit after tax to the
sum o f A, B , C , and
D (%)
Compensation
paid to
directors from
an invested
company other
than the
Company’s
subsidiaries or
parent
company
The
Company
All
companie
s listed in
this
Financial
Report
0.37%
0.37%
Nil
0.64%
0.64%
Nil
0.91%
0.91%
Nil
0.86%
0.86%
Nil
0.81%
0.81%
Nil
December 31, 2020 Unit: NT$ 1,000/share
Proportion of net
profit after tax to the
sum o f A, B , C , and
D (%)
Compensation
paid to
directors from
an invested
company other
than the
Company’s
subsidiaries or
parent
company
The
Company
All
companie
s listed in
this
Financial
Report
0.37%
0.37%
Nil
0.64%
0.64%
Nil
0.91%
0.91%
Nil
0.86%
0.86%
Nil
0.81%
0.81%
Nil
December 31, 2020 Unit: NT$ 1,000/share
Proportion of net
profit after tax to the
sum o f A, B , C , and
D (%)
Compensation
paid to
directors from
an invested
company other
than the
Company’s
subsidiaries or
parent
company
The
Company
All
companie
s listed in
this
Financial
Report
0.37%
0.37%
Nil
0.64%
0.64%
Nil
0.91%
0.91%
Nil
0.86%
0.86%
Nil
0.81%
0.81%
Nil
Title Nam e Salary (A) Severance pay and
pension (B)
(Note 1)
Bonuses and
allowances (C)
Employee’s remuneration (D) Proportion of net
profit after tax to the
sum o f A, B , C , and
D (%)
Compensation
paid to
directors from
an invested
company other
than the
Company’s
subsidiaries or
parent
company
The
Company
All
companie
s listed in
this
Financial
Report
The
Company
All
companie
s listed in
this
Financial
Report
The
Company
All
companie
s listed in
this
Financial
Report
The Co mpany All companies listed in
this Financial Report
The
Company
All
companie
s listed in
this
Financial
Report
Cash Stock Cash Stock
Chairman
of the
Board
Hsing-Hai
Chen
3,637 3,637 - - 372 372 - - - - 0.37% 0.37% Nil
President Ming-Chien
Chang
3,584 3,584 108 108 720 720 2,556 - 2,556 - 0.64% 0.64% Nil
Senior
Deputy
President
Chih-Hong Ho 3,295 3,295 108 108 804 804 5,630 - 5,630 - 0.91% 0.91% Nil
Deputy
President
Yeong-Wen
Daih
3,152 3,152 108 108 718 718 5,349 - 5,349 - 0.86% 0.86% Nil
Deputy
President
Kuan-Chun
Chang
2,972 2,972 108 108 673 673 5,007 - 5,007 - 0.81% 0.81% Nil

Note 1: All are recognized contribution

Note 2: 2020 Distribution of employee' co mpensation of NT$66,124 thousand was approved by the Board of Directors on February 26, 2021. Since the amount of distribution has not been confirmed by internal management, the amount is calculated based on the proportion of employee' compensation in 2019.

~18~

3. Managerial officers with the top five highest remuneration amounts

As at As at As at As at December 31, 2019 Unit: NT$ 1,000/share
Proportion of net
profit after tax to the
sum o f A, B , C , and
D (%)
Compensation
paid to
directors from
an invested
company other
than the
Company’s
subsidiaries or
parent
company
The
Company
All
companie
s listed in
this
Financial
Report
0.37%
0.37%
Nil
0.64%
0.64%
Nil
0.91%
0.91%
Nil
0.86%
0.86%
Nil
0.81%
0.81%
Nil
December 31, 2019 Unit: NT$ 1,000/share
Proportion of net
profit after tax to the
sum o f A, B , C , and
D (%)
Compensation
paid to
directors from
an invested
company other
than the
Company’s
subsidiaries or
parent
company
The
Company
All
companie
s listed in
this
Financial
Report
0.37%
0.37%
Nil
0.64%
0.64%
Nil
0.91%
0.91%
Nil
0.86%
0.86%
Nil
0.81%
0.81%
Nil
December 31, 2019 Unit: NT$ 1,000/share
Proportion of net
profit after tax to the
sum o f A, B , C , and
D (%)
Compensation
paid to
directors from
an invested
company other
than the
Company’s
subsidiaries or
parent
company
The
Company
All
companie
s listed in
this
Financial
Report
0.37%
0.37%
Nil
0.64%
0.64%
Nil
0.91%
0.91%
Nil
0.86%
0.86%
Nil
0.81%
0.81%
Nil
Title Nam e Salary (A) Severance pay and
pension (B)
(Note 1)
Bonuses and
allowances (C)
Employee’s remuneration (D) Proportion of net
profit after tax to the
sum o f A, B , C , and
D (%)
Compensation
paid to
directors from
an invested
company other
than the
Company’s
subsidiaries or
parent
company
The
Company
All
companie
s listed in
this
Financial
Report
The
Company
All
companie
s listed in
this
Financial
Report
The
Company
All
companie
s listed in
this
Financial
Report
The Co mpany All companies listed in
this Financial Report
The
Company
All
companie
s listed in
this
Financial
Report
Cash Stock Cash Stock
Chairman
of the
Board
Hsing-Hai
Chen
3,637 3,637 - - 372 372 - - - - 0.37% 0.37% Nil
President Ming-Chien
Chang
3,584 3,584 108 108 720 720 2,556 - 2,556 - 0.64% 0.64% Nil
Senior
Deputy
President
Chih-Hong Ho 3,295 3,295 108 108 804 804 5,630 - 5,630 - 0.91% 0.91% Nil
Deputy
President
Yeong-Wen
Daih
3,152 3,152 108 108 718 718 5,349 - 5,349 - 0.86% 0.86% Nil
Deputy
President
Kuan-Chun
Chang
2,972 2,972 108 108 673 673 5,007 - 5,007 - 0.81% 0.81% Nil

Note 1: All are recognized contribution

Note 2: 2020 Distribution of employee' co mpensation of NT$66,124 thousand was approved by the Board of Directors on February 26, 2021. Since the amount of distribution has not been confirmed by internal management, the amount is calculated based on the proportion of employee' compensation in 2019.

~19~

  1. Names of Managers for Distributing the Employees' Compensation and Distribution Status

Unit: NT$ 1,000

Unit: NT$ 1,000
T itle Name Shares
Amount
Cash Amo unt Total Ratio of the
Total Amount to
Net Profit After
Tax (%)
Manager Chairman of the
Board
Hsing-Hai Chen - 20,653 20,653 1.90%
President Ming-Chien Chang
Senior Vice President Chih-HongHo
Senior Vice President Yeong-Wen Daih
Vice President Kuan-Ch un Chang
Senior Director of
Finance Division
Candy Ch u

Note 1: The distribution of employees' co mpensation for the Financial Year 2020 amounted to NT$ 66,124 thousand was approved by the Board of Directors on February 26, 2021. Since the amount o f distribution has not been confirmed by internal management, the amount is calculated based on the proportion of employee' co mpensation in 2019.

  • (IV) The analysis of the ratio of the total remuneration paid to the Company’s Directors, Supervisors, President and Vice Presidents of the Company and all companies listed in the consolidated financial statements in the most recent two financial years to Net Profit After Tax, and the relevance of remuneration payment policies, standards and combination, procedures determining remuneration, business performance and future risk shall be compared and stated:

Units: NTD 1,000; %

Item FY 2019 FY 2020
T he
Company
Consolidated
Financial
Statements

T he
Company
Consolidated
Financial
Statements
Total Directors' Remuneration 5,533 5,533 15,937 15,937
Ratio of Total Directors' Remuneration to Net Profit
After Tax (%)
1.09 1.09 1.47 1.47
Total Supervisors' Rem uneration 1,186 1,186 - -
Ratio of Total Supervisors' Remuneration to Net Profit
After Tax(%)

0.23
0.23 - -
Total Remuneration for the President and Vice
Presidents
28,492 28,492 38,901 38,901
Ratio of Total Remuneration for President and Vice
Presidents to Net Profit After Tax(%)
5.63 5.63 3.59 3.59

There is no material difference in the ratio against Net Profit After Tax for FY2019 and FY2020.

According to Article 24-1 of the Companys' Articles of Incorporation, based on the profit of the year, the Company shall appropriate no less than 5% of the profit as remuneration to employees, and no more than 1% of the profit as remuneration to

~20~

Directors. However, cumulative loss should be offset, if any. The Company shall also consider its operating results and the contribution to the Company's performance, and provide reasonable remuneration. The policy of remuneration of the President and Vice President is based on the Company's salary structure as fixed salary: basic salary, meal allowance and variable salary: allowance (overtime work, missed meals allowance), bonus (year-end bonus, work bonus), the salary level of the position in the industry, the scope of the position within the Company and the contribution to the Company’s operating goals. The procedures for determining remuneration are based on the Company's overall performance, future business risks and development trends of the Company, as well as the individual's performance achievement rate and contribution to the Company's performance, so as to provide reasonable remuneration. Performance assessment and the reasonableness of remuneration has been reviewed by the Remuneration Committee and the Board of Directors. In addition, the remuneration system is reviewed at any time according to the actual operating conditions and relevant laws and regulations. The Company's policy and procedures for setting directors', supervisors' and general managers' remuneration have taken into account the future operational risks faced by the Company and are positively correlated with its operational performance in order to achieve a balance between sustainable operation and risk control.

III. Implementation of Corporate Governance:

(I) Implementation of the Board of Directors A total of six meetings were held by the Board of Directors in 2020, with the directors' attendance listed as follows:

Title Nam e Attendance
Count
By Proxy Attendance
Count
Remarks
Chairm an of the Board Hsing-Hai Chen 6 - 100%
Director Ming-Chien Chang 6 - 100%
Director Chih-Hong Ho 6 - 100%
Director Yeong-Wen Daih 6 - 100%
Director Chia-Neng Huang 6 - 100%
Independent Director Shan-Jen Chow 6 - 100%
Independent Director Tsin-Fu Jiang 6 - 100%
Independent Director Cheng-Yan Chien 6 - 100%
Other Matters:
I.
Where the proceedings of the m eeting of the B oard of Directors include one of the following circumstances, state the
date, session, topic discussed, opinions of every Independent Director, and the Company's handling of the Independ
Directors' opinions:
(I) M atters referred to in Article 14-3 of the Securities and Exchange Act.
Date of the
Proposals
Opinions of All Independent Directors and

~21~

II. Meeting
the
Company's
Handling
of
These
Opinions
The 8th Board
5th Meeting
2020.03.20
1. Approved the resolution to amend the
Company’s "Articles of Association".
2. Approved the am endm ent to the Company's
"Auditor Committee Organization Charter".
3. Approved the resolution to am end the
Company's "P rocedures of the M eetings of the
Board of Directors".
4. Approved the resolution to am end the
Company's "R emuneration Committee
Organization Charter".
5. Approved the resolution to am end the
Company's "S elf-Evaluation and
Peer-Evaluation of the Board of Directors".
6. Approved the evaluation of the independence of
the CPAs and the CPAs' accountingfirm.
Approved by all Independent Directors
The 8th Board
6th Meeting
2020.05.14
1. Approved the amendments to the Company's
"Procedures for the Acquisition and Disposal of
Assets".
2. Approved the am endm ents to the Company's
"Rules of Procedure for Board of Directors
Meetings."
3. Approved the am endm ents to the Company's
"Audit Committee's Articles of Association".
Approved by all Independent Directors
The 8th Board
9th Meeting
2020.11.11
1.Approved the Company's "Rules Governing the
Preparation Process of Financial Statements."
2. Approved the Company's "Organizational Rules
of the Nomination Committee."
Approved by all Independent Directors
The 8th Board
10th Meeting
2020.12.23
1. Approved the amendment to the internal control
system.
Approved by all Independent Directors
The 8th Board
11th Meeting
2021.02.26
1.Amended the Company's "Regulations
Governing Self-Appraisal or Peer Appraisal by
the Board of Directors"
2. Amended the Company's "Regulations
Governing the Organization of the Salary and
Remuneration Committee"
3. Approved the am endm ent to the Company's
"Rules for Election of Directors" of the
Company.
4. Approved the am endm ent to the Company's
"Articles of Incorporation."
5. Approved the evaluation of the independence of
the CPAs and their affiliated firm s.
Approved by all Independent Directors
The 8th Board
12th Meeting
2021.05.06
1. Approved the am endm ent to the Company's
"Rules for Election of Directors" of the
Company.
Approved by all Independent Directors
(II) In addition to the aforem entioned matters, other resolutions resolved by the Board of Directors that are objected to,
or expressed reservations with record or declaration in writing by the Independent Directors: None.
When any Director recuse him/herself for being a stakeholder in certain proposals, the nam e of the Director(s), the
content of the proposals, reasons for recusal and participation in voting shall be stated:
Board of
Directors
Date
Nam es of Directors
Proposals
Reason for
Recusal
Voting
2020.8.11
Hsing-Hai Chen,
Ming-Chien Chang,
Chih-Hong Ho,
Yeong-Wen Daih
The managers' salary
adjustm ent of the
Company in FY2020
The Person(s) in
Conflict with the
Proposal
The persons recused
themselves and did not
participate in discussion
andvoting.
Meeting
the
Company's
Handling
of
These
Opinions
The 8th Board
5th Meeting
2020.03.20
1. Approved the resolution to amend the
Company’s "Articles of Association".
2. Approved the am endm ent to the Company's
"Auditor Committee Organization Charter".
3. Approved the resolution to am end the
Company's "P rocedures of the M eetings of the
Board of Directors".
4. Approved the resolution to am end the
Company's "R emuneration Committee
Organization Charter".
5. Approved the resolution to am end the
Company's "S elf-Evaluation and
Peer-Evaluation of the Board of Directors".
6. Approved the evaluation of the independence of
the CPAs and the CPAs' accountingfirm.
Approved by all Independent Directors
The 8th Board
6th Meeting
2020.05.14
1. Approved the amendments to the Company's
"Procedures for the Acquisition and Disposal of
Assets".
2. Approved the am endm ents to the Company's
"Rules of Procedure for Board of Directors
Meetings."
3. Approved the am endm ents to the Company's
"Audit Committee's Articles of Association".
Approved by all Independent Directors
The 8th Board
9th Meeting
2020.11.11
1.Approved the Company's "Rules Governing the
Preparation Process of Financial Statements."
2. Approved the Company's "Organizational Rules
of the Nomination Committee."
Approved by all Independent Directors
The 8th Board
10th Meeting
2020.12.23
1. Approved the amendment to the internal control
system.
Approved by all Independent Directors
The 8th Board
11th Meeting
2021.02.26
1.Amended the Company's "Regulations
Governing Self-Appraisal or Peer Appraisal by
the Board of Directors"
2. Amended the Company's "Regulations
Governing the Organization of the Salary and
Remuneration Committee"
3. Approved the am endm ent to the Company's
"Rules for Election of Directors" of the
Company.
4. Approved the am endm ent to the Company's
"Articles of Incorporation."
5. Approved the evaluation of the independence of
the CPAs and their affiliated firm s.
Approved by all Independent Directors
The 8th Board
12th Meeting
2021.05.06
1. Approved the am endm ent to the Company's
"Rules for Election of Directors" of the
Company.
Approved by all Independent Directors
(II) In addition to the aforem entioned matters, other resolutions resolved by the Board of Directors that are objected to,
or expressed reservations with record or declaration in writing by the Independent Directors: None.
When any Director recuse him/herself for being a stakeholder in certain proposals, the nam e of the Director(s), the
content of the proposals, reasons for recusal and participation in voting shall be stated:
Board of
Directors
Date
Nam es of Directors
Proposals
Reason for
Recusal
Voting
2020.8.11
Hsing-Hai Chen,
Ming-Chien Chang,
Chih-Hong Ho,
Yeong-Wen Daih
The managers' salary
adjustm ent of the
Company in FY2020
The Person(s) in
Conflict with the
Proposal
The persons recused
themselves and did not
participate in discussion
andvoting.
Meeting
the
Company's
Handling
of
These
Opinions
The 8th Board
5th Meeting
2020.03.20
1. Approved the resolution to amend the
Company’s "Articles of Association".
2. Approved the am endm ent to the Company's
"Auditor Committee Organization Charter".
3. Approved the resolution to am end the
Company's "P rocedures of the M eetings of the
Board of Directors".
4. Approved the resolution to am end the
Company's "R emuneration Committee
Organization Charter".
5. Approved the resolution to am end the
Company's "S elf-Evaluation and
Peer-Evaluation of the Board of Directors".
6. Approved the evaluation of the independence of
the CPAs and the CPAs' accountingfirm.
Approved by all Independent Directors
The 8th Board
6th Meeting
2020.05.14
1. Approved the amendments to the Company's
"Procedures for the Acquisition and Disposal of
Assets".
2. Approved the am endm ents to the Company's
"Rules of Procedure for Board of Directors
Meetings."
3. Approved the am endm ents to the Company's
"Audit Committee's Articles of Association".
Approved by all Independent Directors
The 8th Board
9th Meeting
2020.11.11
1.Approved the Company's "Rules Governing the
Preparation Process of Financial Statements."
2. Approved the Company's "Organizational Rules
of the Nomination Committee."
Approved by all Independent Directors
The 8th Board
10th Meeting
2020.12.23
1. Approved the amendment to the internal control
system.
Approved by all Independent Directors
The 8th Board
11th Meeting
2021.02.26
1.Amended the Company's "Regulations
Governing Self-Appraisal or Peer Appraisal by
the Board of Directors"
2. Amended the Company's "Regulations
Governing the Organization of the Salary and
Remuneration Committee"
3. Approved the am endm ent to the Company's
"Rules for Election of Directors" of the
Company.
4. Approved the am endm ent to the Company's
"Articles of Incorporation."
5. Approved the evaluation of the independence of
the CPAs and their affiliated firm s.
Approved by all Independent Directors
The 8th Board
12th Meeting
2021.05.06
1. Approved the am endm ent to the Company's
"Rules for Election of Directors" of the
Company.
Approved by all Independent Directors
(II) In addition to the aforem entioned matters, other resolutions resolved by the Board of Directors that are objected to,
or expressed reservations with record or declaration in writing by the Independent Directors: None.
When any Director recuse him/herself for being a stakeholder in certain proposals, the nam e of the Director(s), the
content of the proposals, reasons for recusal and participation in voting shall be stated:
Board of
Directors
Date
Nam es of Directors
Proposals
Reason for
Recusal
Voting
2020.8.11
Hsing-Hai Chen,
Ming-Chien Chang,
Chih-Hong Ho,
Yeong-Wen Daih
The managers' salary
adjustm ent of the
Company in FY2020
The Person(s) in
Conflict with the
Proposal
The persons recused
themselves and did not
participate in discussion
andvoting.
Meeting
the
Company's
Handling
of
These
Opinions
The 8th Board
5th Meeting
2020.03.20
1. Approved the resolution to amend the
Company’s "Articles of Association".
2. Approved the am endm ent to the Company's
"Auditor Committee Organization Charter".
3. Approved the resolution to am end the
Company's "P rocedures of the M eetings of the
Board of Directors".
4. Approved the resolution to am end the
Company's "R emuneration Committee
Organization Charter".
5. Approved the resolution to am end the
Company's "S elf-Evaluation and
Peer-Evaluation of the Board of Directors".
6. Approved the evaluation of the independence of
the CPAs and the CPAs' accountingfirm.
Approved by all Independent Directors
The 8th Board
6th Meeting
2020.05.14
1. Approved the amendments to the Company's
"Procedures for the Acquisition and Disposal of
Assets".
2. Approved the am endm ents to the Company's
"Rules of Procedure for Board of Directors
Meetings."
3. Approved the am endm ents to the Company's
"Audit Committee's Articles of Association".
Approved by all Independent Directors
The 8th Board
9th Meeting
2020.11.11
1.Approved the Company's "Rules Governing the
Preparation Process of Financial Statements."
2. Approved the Company's "Organizational Rules
of the Nomination Committee."
Approved by all Independent Directors
The 8th Board
10th Meeting
2020.12.23
1. Approved the amendment to the internal control
system.
Approved by all Independent Directors
The 8th Board
11th Meeting
2021.02.26
1.Amended the Company's "Regulations
Governing Self-Appraisal or Peer Appraisal by
the Board of Directors"
2. Amended the Company's "Regulations
Governing the Organization of the Salary and
Remuneration Committee"
3. Approved the am endm ent to the Company's
"Rules for Election of Directors" of the
Company.
4. Approved the am endm ent to the Company's
"Articles of Incorporation."
5. Approved the evaluation of the independence of
the CPAs and their affiliated firm s.
Approved by all Independent Directors
The 8th Board
12th Meeting
2021.05.06
1. Approved the am endm ent to the Company's
"Rules for Election of Directors" of the
Company.
Approved by all Independent Directors
(II) In addition to the aforem entioned matters, other resolutions resolved by the Board of Directors that are objected to,
or expressed reservations with record or declaration in writing by the Independent Directors: None.
When any Director recuse him/herself for being a stakeholder in certain proposals, the nam e of the Director(s), the
content of the proposals, reasons for recusal and participation in voting shall be stated:
Board of
Directors
Date
Nam es of Directors
Proposals
Reason for
Recusal
Voting
2020.8.11
Hsing-Hai Chen,
Ming-Chien Chang,
Chih-Hong Ho,
Yeong-Wen Daih
The managers' salary
adjustm ent of the
Company in FY2020
The Person(s) in
Conflict with the
Proposal
The persons recused
themselves and did not
participate in discussion
andvoting.
Meeting
the
Company's
Handling
of
These
Opinions
The 8th Board
5th Meeting
2020.03.20
1. Approved the resolution to amend the
Company’s "Articles of Association".
2. Approved the am endm ent to the Company's
"Auditor Committee Organization Charter".
3. Approved the resolution to am end the
Company's "P rocedures of the M eetings of the
Board of Directors".
4. Approved the resolution to am end the
Company's "R emuneration Committee
Organization Charter".
5. Approved the resolution to am end the
Company's "S elf-Evaluation and
Peer-Evaluation of the Board of Directors".
6. Approved the evaluation of the independence of
the CPAs and the CPAs' accountingfirm.
Approved by all Independent Directors
The 8th Board
6th Meeting
2020.05.14
1. Approved the amendments to the Company's
"Procedures for the Acquisition and Disposal of
Assets".
2. Approved the am endm ents to the Company's
"Rules of Procedure for Board of Directors
Meetings."
3. Approved the am endm ents to the Company's
"Audit Committee's Articles of Association".
Approved by all Independent Directors
The 8th Board
9th Meeting
2020.11.11
1.Approved the Company's "Rules Governing the
Preparation Process of Financial Statements."
2. Approved the Company's "Organizational Rules
of the Nomination Committee."
Approved by all Independent Directors
The 8th Board
10th Meeting
2020.12.23
1. Approved the amendment to the internal control
system.
Approved by all Independent Directors
The 8th Board
11th Meeting
2021.02.26
1.Amended the Company's "Regulations
Governing Self-Appraisal or Peer Appraisal by
the Board of Directors"
2. Amended the Company's "Regulations
Governing the Organization of the Salary and
Remuneration Committee"
3. Approved the am endm ent to the Company's
"Rules for Election of Directors" of the
Company.
4. Approved the am endm ent to the Company's
"Articles of Incorporation."
5. Approved the evaluation of the independence of
the CPAs and their affiliated firm s.
Approved by all Independent Directors
The 8th Board
12th Meeting
2021.05.06
1. Approved the am endm ent to the Company's
"Rules for Election of Directors" of the
Company.
Approved by all Independent Directors
(II) In addition to the aforem entioned matters, other resolutions resolved by the Board of Directors that are objected to,
or expressed reservations with record or declaration in writing by the Independent Directors: None.
When any Director recuse him/herself for being a stakeholder in certain proposals, the nam e of the Director(s), the
content of the proposals, reasons for recusal and participation in voting shall be stated:
Board of
Directors
Date
Nam es of Directors
Proposals
Reason for
Recusal
Voting
2020.8.11
Hsing-Hai Chen,
Ming-Chien Chang,
Chih-Hong Ho,
Yeong-Wen Daih
The managers' salary
adjustm ent of the
Company in FY2020
The Person(s) in
Conflict with the
Proposal
The persons recused
themselves and did not
participate in discussion
andvoting.
Board of
Directors
Date
Nam es of Directors Proposals Reason for
Recusal
Voting
2020.8.11 Hsing-Hai Chen,
Ming-Chien Chang,
Chih-Hong Ho,
Yeong-Wen Daih
The managers' salary
adjustm ent of the
Company in FY2020
The Person(s) in
Conflict with the
Proposal
The persons recused
themselves and did not
participate in discussion
andvoting.

~22~

III. Hsing-Hai Chen,
Ming-Chien Chang,
Chih-Hong Ho,
Yeong-Wen Daih
Chia-Neng Huang
Shan-JenChow
The Company's Directors
and Supervisors'
remuneration distribution
for FY2019
The Person(s) in
Conflict with the
Proposal
The persons recused
themselves and did not
participate in discussion
and voting.
Hsing-Hai Chen,
Ming-Chien Chang,
Chih-Hong Ho,
Yeong-Wen Daih
The managers' and
employees' salaries and
bonus of the Com pany
for FY2020.
The Person(s) in
Conflict with the
Proposal
The persons recused
themselves and did not
participate in discussion
and voting.
2020.12.23 Hsing-Hai Chen, Approved the adjustment
of the Directors' salaries
and compensations.
The Person(s) in
Conflict with the
Proposal
The persons recused
themselves and did not
participate in discussion
andvoting.
2021.5.6 Ming-Chien Chang,
Chih-Hong Ho,
Yeong-Wen Daih
Approved the resolution
of the managers' bonus.
The Person(s) in
Conflict with the
Proposal
The persons recused
themselves and did not
participate in discussion
andvoting.

~23~

operations. 4. Internal relationships and communications. 5. Director of professionalism and continuous training. 6. Internal control.

IV. Targets for strengthening the functions of the Board of Directors (e.g. establishm ent of the Audit Committee, enhancem ent of information transparency) and evaluation of the implementation: After the full re-election of directors and supervisors at the shareholders’ meeting on June 13, 2019, the Com pany established the Audit Committee, convened by Mr. Chou, Shuang-Jen, an independent director, to replace the supervisor’s function and strengthen the functions of the Board of Directors. On March 20, 2020, the Company's Board of Directors approved the "Board of Directors Self-Evaluation or Peer Evaluation Precedures".

  1. Salary and Remuneration:2021.02.26 approved the resolution by the Board of Directors
Evaluation
Cycle
Evaluation
Period
Evaluation
Scope
Evaluation
Methods
Evaluation Content Rating
Conducted
Annually
From: Jan. 1,
2020
To: Dec. 31,
2020
Number of
Members
Internal
self-evaluati
on of
committee
members
1. Participation in the Company's operation
2. Awareness of the duties of the functional
committees
3. Improving the decision-making of the
functional committees
4. Composition of the functional
committees, and election and appointm ent
of committee m embers
Superior

2. Audit Committee:2021.02.26 approved the resolution by the Board of Directors

Evaluation
Cycle
Evaluation
Period
Evaluation
Scope
Evaluation
Methods
Evaluation Content Rating
Conducted
Annually
From: Jan. 1,
2020
To: Dec. 31,
2020
Number of
Members
Internal
self-evaluati
on of
committee
members
1. Participation in the Company's operation
2. Awareness of the duties of the functional
committees
3. Improving the decision-making of the
functional committees
4. Composition of the functional
committees, and election and appointm ent
of committee m embers
5. Internal control
Superior

(II) Implementation of the Audit Committee or Supervisors’ Participation in meetings of the Board of Directors:

~24~

1. Implementation of the Audit Committee:

The Company established the Audit Committee after the shareholders' meeting on June 13, 2019. The Audit Committee held 5 meetings in FY2020, which the members of the Audit committee attended as follows:

Title Nam e Attendance
Count
By Proxy Attendance Count Remarks
Independent
Director
Shan-Jen Chow 5 - 100%
Independent
Director
Tsin-Fu Jiang 5 - 100%
Independent
Director
Cheng-Yan
Chien
5 - 100%
Other matters:
I.
The date of the board meeting, the term, content of the proposals, opinion of all Independent Directors, and the
handling of the opinion of Independent Directors shall be recorded under the following circumstances:
Where the proceedings of the meeting of the Audit Committee include one of the following circumstances, stat
session, topic discussed, resolution of the Audit Committee, and the Company's handling of the Audit Committ
opinions:
(I) Items listed in Article 14-5 of the Securities and Exchange Act
Audit
Committee
Date
Proposals
(Items listed in Article 14-5 of Securities and Exchange Act)
Resolutions not
approved by the Audit
Committee but
approved by over two
thirds of all directors
3rd meeting
of the 1st
session
2020.03.20
1.The Company’s 2019 Annual Final Statement.
2. The Company’s 2019 Earnings Distribution Plan.
3. Conduct self-assessm ent of the Company's internal control
system in accordance with regulations.
4. The Company's employee stock option exercised to subscribe
for ordinary shares.
5. Assess the independence of CPAs and affiliated accounting
firms.
None
Audit Committee Opinion: No objections or qualified opinion.
The Company's actions in response to the opinions of the Audit
Committee: Not applicable.
Resolution: Approved by the Chairm an upon consultation with
all the Directors present.
4th meeting
of the 1st
session
2020.05.14
1. The Company's 2020 Q1 financial report.
2. The Company's employee stock option exercised to subscribe
for ordinary shares.
3. Amendment to the Company's "Operational Procedures for
Acquisition or Disposal of Assets"
None

~25~

Audit Committee Opinion: No objections or qualified opinion.
The Company's actions in response to the opinions of the Audit
Committee: Not applicable.
Resolution: Approved by the Chairm an upon consultation with
all the Directors present.
5rd meeting
of the 1st
session
2020.08.11
1. The Company's 2020 Q2 financial report.
2. The Company's employee stock option exercised to subscribe
for ordinary shares.
None
Audit Committee Opinion: No objections or qualified opinion.
The Company's actions in response to the opinions of the Audit
Committee: Not applicable.
Resolution: Approved by the Chairm an upon consultation with
all the Directors present.
6th meeting
of the 1st
session
2020.11.11
1. The Company's employee stock option exercised to subscribe
for ordinary shares.
2. Approved the Company's "Rules Governing the Preparation
Process of Financial Statem ents."
3. Approved the Company's "Organizational Rules of the
Nomination Committee."
4. Approved the appointm ent of the first-term Nomination
Committee m embers.
5. The Company's 2020 Q3 financial report.
6. the Company established the Corporate Sustainability
Committee on October 7, 2020.
None
Audit Committee Opinion: No objections or qualified opinion.
(Except the recusal of Directors Cheng-Yan Chien, and Shan-Jen
Chow from the voting due to conflict of interests.)
The Company's actions in response to the opinions of the Audit
Committee: Not applicable.
Resolution: Approved by the Chairm an pon consultation with all
the Directors present. (Except the recusal of Directors
Cheng-Yan Chien, and Shan-Jen Chow from the voting due to
conflict of interests.
7th meeting
of the 1st
session
2020.12.23
1. Approved the amendment to the internal control system.
2. Approved the audit plan of the Company for 2021.
None
Audit Committee Opinion: No objections or qualified opinion.
The Company's actions in response to the opinions of the Audit
Committee: Not applicable.
Resolution: Approved by the Chairm an upon consultation with
all the Directors present.

~26~

8th meeting
of the 1st
session
2021.02.26
1. Approved the Company's 2020 final accounting books and
statem ents.
2. Approved the distribution of the Company's 2020 earnings.
3. Approved the self-assessm ent of the Company's internal
control system for 2020.
4. The Company's employee stock option exercised to subscribe
for ordinary shares.
5. Assess the independence of CPAs and affiliated accounting
firms.
None
Audit Committee Opinion: No objections or qualified opinion.
The Company's actions in response to the opinions of the Audit
Committee: Not applicable.
Resolution: Approved by the Chairm an upon consultation with
all the Directors present.
9th meeting
of the 1st
session
2021.05.06
1. The Company's 2021 Q1 financial report.
2. The Company's employee stock option exercised to subscribe
for ordinary shares.
None
Audit Committee Opinion: No objections or qualified opinion.
The Company's actions in response to the opinions of the Audit
Committee: Not applicable.
Resolution: Approved by the Chairm an upon consultation with
all the Directors present.

The Head of Internal Audit reports the audit report to the individual independent directors for deficiencies and improvement suggestions found in the audit operation on a monthly basis. In addition, the Head of Internal Audit explains and discusses the Company's financial and business conditions from time to time. No material events have occurred. Relevant reporting m atters are reported together in the Audit Committee and the Board of Directors. The period allows the corporate governance unit to fully understand the Company's risk assessm ent and control status. There are no major abnorm alities in the 2020 audit results, and the independent directors have no objections. The previous communication situation is as follows:

~27~

Date of
meeting
Nature and discussed issues Independent Directors'
Suggestion
2020.03.20 Report on the internal audit progress.
Company's Statem ent of Self-assessm ent of
Internal Control System for 2019.
The Independent Directors have
no opinions and
suggestions.
2020.05.14 Report on the internal audit progress. The Independent Directors have
no opinions and
suggestions.
2020.08.11 Report on the internal audit progress. The Independent Directors have
no opinions and
suggestions.
2020.11.11 Report on the internal audit progress. The Independent Directors have
no opinions and
suggestions.
2020.12.23 Report on the internal audit progress.
Discussion on the Company's 2021 audit
plan.
The Independent Directors have
no opinions and
suggestions.
  1. The Company’s CPAs communicate with the governance unit after the quarterly audit or review. In addition, at least two decree announcem ents are held in the Company each year (obtained the Certificate of the Republic of China Securities and Futures Market Developm ent Foundation). The

independent directors and accountants of the Company maintain smooth communication. Communication in 2020 is as follows:

Date of
meeting
Nature and discussion topics Independent
Directors'
Suggestion
2020.03.20 Communicate with the governance unit after the review of
2019 consolidated financial report and individual
financial report
Respond and discuss questions raised by participants
The Independent
Directors have
no opinions
and
suggestions.
2020.05.14 Communicate with the governance unit after reviewing
the consolidated financial report for the first quarter of
2020
Respond and discuss questions raised by participants
The Independent
Directors have
no opinions
and
suggestions.
2020.08.11 Communicate with the governance unit after reviewing
the consolidated financial report for the second quarter
of 2020
Respond and discuss questions raised by participants
The Independent
Directors have
no opinions
and
suggestions.
2020.11.11 Communicate with the governance unit after reviewing
the consolidated financial report for the third quarter of
2020
Respond and discuss questions raised by participants
The Independent
Directors have
no opinions
and
suggestions.

~28~

(III) Implementation of Corporate Governance and the Deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, and the Reasons Thereof

Evaluation Item Implem entation Status(Note 1) Deviations from the
Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
Companies and reasons
thereof
Yes No
Descriptions
I.
Does the Company establish and disclose its Corporate
Governance Best Practice Principles based on the Corporate
Governance Best Practice Principles for TWSE/TPEx Listed
Companies?

V
The Company has established the "Code of Corporate Governance Practices",
which has been disclosed in the Corporate Governance Section of the MOPS.
The Company established the Corporate Sustainability Committee on October 7,
2020.and related to the relevant instructions.
No material departure
II.
Shareholding Structure & Shareholders’ Rights
(I)
Did the Company establish an internal procedures for
handling shareholder proposals, inquiries, disputes,
and litigation? Are such matters handled according to
the internal procedures?
(II)
Did the Company maintain a register of m ajor
shareholders with controlling stake as well as a
register of persons with ultimate controls over those
major shareholders?
(III) Did the Company establish and enforce risk controls
and firewall systems with its affiliated companies?
(IV) Did the Company stipulate internal rules that prohibit
company insiders from trading securities using
inform ation not disclosed to the m arket?
V
V
V
V
1.
The Company has set up e-mails and telephone lines for the relevant
personnel to handle matters relating to shareholders' suggestions and
disputes at any time.
2.
The Company has set up a Shareholding Affairs Department and a stock
service agency that can keep abreast of the major shareholders of the
Company and the ultim ate controlling persons of the m ajor shareholders.
3.
The financial and accounting matters of all affiliated companies of the
Company are carried out independently, and are handled in accordance
with the "Guidelines for the Transaction between the Company and
Specific Companies, the Group and Related Parties" and the "Guideline
for Supervision of Subsidiaries", and the risk controls and firewall
mechanisms have been implem ented.
4.
The Company has established insider trading guidelines and has told the
insiders to strictly abide by the guidelines.The rules are disclosed on the
company's website.
No material departure
III.
Composition and R esponsibilities of the Board of Directors
(I)
Has a policy of diversity been established and
implemented for the composition of the Board of
Directors?
(II)
In addition R emuneration Committee and Audit
Committee established according to law, has the
company voluntarily established other functional
committees?
(III) Has the Company established standards to measure
the performance of the Board, and does it implem ent
such standards annually? Does the Company report
the results of theperform ance evaluation to the BOD
V
V
V 1.
The Company adopted the "Corporate Governance Code" in the 17th
meeting of the 6th Board of Directors on December 18, 2015, and
strengthen the functions of the Directors in Chapter 3 by setting a
diversity policy to ensure the diversity and independence of the Directors.
Please refer to schedule 1 for the director list of 8thterm of the Board. 8
Board m embers have expertise in leadership, operational judgement,
business m anagem ent, risk handling, industry knowledge, and point of
view in global market. One fem ale director will be added to 9thterm of the
Board to more comhensively fulfill the goals.
2.
The 8th Board The 9rd m eeting on November 11, 2020, Approved the
Company's "Organizational Rules of the NominationCommittee." And
No material departure

~29~

Evaluation Item Implem entation Status(Note 1) Deviations from the
Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
Companies and reasons
thereof
Yes No
Descriptions
and use them as a reference for each Director's
remuneration and nomination of term renewal?
(IV) Did the Company regularly implement assessm ents on
the independence of the CPAs?

V
the appointment of the first-term Nomination Committee mem bers.
3.
The Company's Rem uneration Committee's organizational rules clearly
define the responsibilities of the Remuneration Committee. The
Remuneration Committee establishes the relevant policies and regularly
evaluates the perform ance of the Board of Directors. Details of
Implem entation of the Board of Directors.
4.
The Company independently evaluated the independence of its CPA every
year, and submitted the evaluation results to the Board of Directors for
review and approval on March 20, 2019 and February 26, 2021. After the
evaluation, the Company's CPAs are in compliance with the Company's
Independent Evaluation Standards (Please refer to Schedule III).
Therefore, the independence of the CPAs should be undoubted, and the
CPAs' accountingfirm also issued a letter of declaration.
IV.
Did the listed company set up or appoint an exclusively (or
concurrently) responsible department or personnel to be in
charge of corporate governance affairs (including but not
limited to furnishing information required for business
execution by the Directors and Supervisors, and handling, in
accordance with relevant laws, matters related to the
meetings of the Board of Directors and Shareholders’
Meetings, business registration and the amendments to the
registration, and for preparing minutes of the meetings of
the Board of Directors and Shareholders’ Meetings)?

V
The President's Office is responsible for handling governance related affairs,
and the person in charge is responsible for furnishing inform ation requested by
the Directors and Supervisors, handling matters related to meetings of the Board
of Directors and Shareholders’ Meetings according to the laws, processing
company 's registration and the am endm ents to the registration, and preparing
minutes of the meetings of the Board of Directors and Shareholder's Meetings.
No material departure
V.
Did the Company established a communication channel
with stakeholders (including but not limited to the
shareholders, employees, customers, and suppliers)? Has a
stakeholders’ area been established in the Company’s
website? Are major Corporate Social Responsibility (CSR)
topics that the stakeholders are concerned with addressed
appropriatelybythe company?
V It is handled by relevant business personnel; interested parties can communicate
with the Company at any time if necessary.Contact details of the company's
website.
No material departure
VI.
Has the Company appointed a professional shareholder
service agencyto deal with shareholders' affairs?
V The company com missioned Capital Securities Corps. to handle shareholders'
affairs and Shareholders' Meetings.
No material departure
VII. Inform ation Disclosure
(I)
Did the Company establish a website to disclose
inform ation regardingfinancial operations and
V 1.
The Company has set up a Chinese website to disclose relevant
inform ation at anytime,and in accordance with the regulations of the
No material departure

~30~

Evaluation Item Implem entation Status(Note 1) Deviations from the
Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
Companies and reasons
thereof
Yes No
Descriptions
corporate governance?
(II)
Does the Company have other inform ation disclosure
channels (e.g. establishing an English website,
appointing designated people to handle inform ation
collection and disclosure, creating a spokesm an
system, webcasting investor conferences, etc.)?
(III) Did the Company declare annual financial reports two
months after the end of fiscal year, and declare Q1,
Q2, and Q3 financial reports and monthly operational
status before the prescribed deadline?
V
V
competent authority to announce and declare various information at
MOPS, and set up automatic links for investors to query for relevant
inform ation.
2.
The Company has appointed designated personnel to collect and disclose
various inform ation. The person in charge shall hold irregular corporate
briefings from time to time, publicizes the Com pany's operation overview,
and em ployed a spokesperson and an acting spokesperson.
3.
The Company announces and declares annual financial reports three
months after the end of fiscal year, and timely announces and declares Q1,
Q2, and Q3 financial reports and monthly operational status before the
prescribed deadline.
VIII. Is there any other important information to facilitate a better
understanding of the Company’s corporate governance
practices (including but not limited to em ployee rights,
employee wellness, investor relations, supplier relations,
stakeholder rights, Directors’ and Supervisors’ training
records, implementation of risk management policies and
risk evaluation measures, implem entation of custom er
policies, and participation in liability insurance by the
Directors and Supervisors)?
V 1.
Employees' rights and care: the Com pany upholds the belief of taking
good care of its employees, manages em ployees in a hum ane manner, and
cooperates with various welfare measures to establish good relationships
with the employees.
2.
Investor relations, supplier relations, and rights of interested parties: the
Company m aintains good relationships with all related parties, and the
Company's relevant business personnel comm unicates with each related
party to deal with each related party's problems and suggestions.
3.
The Independent Directors and Supervisors currently selected by the
Company are all professionals who are finance professionals or in the
fields related to the Company's business. During the meetings of the
Board of Directors, both the Independent Directors and Supervisors can
present their opinions and understand the Company's operations situation.
4.
Continuing education of the Directors and Supervisors are attached in
Schedule II.
5.
Implem entation of risk managem ent policies and measurem ent standards:
The internal control system and various m easures have been established in
accordance with the law, various risk m anagement and evaluations have
been carried out, and the Internal Audit Departm ent reviews the
implementation of the internal control system regularly and irregularly.
Detailed risk assessm ent and policy description of Fulfillment of
Corporate Social Responsibility.
No material departure

~31~

Evaluation Item Evaluation Item Implem entation Status(Note 1) Implem entation Status(Note 1) Implem entation Status(Note 1) Deviations from the
Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
Companies and reasons
thereof
Yes No
Descriptions
6.
Implem entation of customer policies: The Company maintains good
relationships with its customers, and provides various services to its
custom ers in accordance with internal managem ent methods, and takes
custom er satisfaction as the highest guiding principle.
7.
The Company has purchased liability insurance for its Directors,
Supervisors and keyemployees and reported to the Board of Directors.
IX. Describe improvem ents made according to the corporate governance assessment m ade in the recent financial year by the Corporate Governance C enter of the Taiwan Stock
Exchange Corporation (TWSE), and provide prioritized improvements and m easures to be taken for improvem ents that have yet to be carried out.
According to the results of the 7th Corporate Governance R eview, the Company's scoreless items priority strengthening and im provement matters are as follows:
Improving
m easures
and
description
Item
It was added in the 2019
annual report
2.2、2.11、2.15、2.24、3.14、4.11、4.12
It was added in the 2020
annual report
2.2、2.11、2.15、4.1、4.11、4.12、1.9、1.10、1.11、1.15、2.9、2.20、2.23
3.5、3.6、3.14、3.17、3.18、3.20、4.6、4.9、4.10、4.14、4.15、4.16、4.17
Improving
m easures
and
description

Item
It was added in the 2019
annual report

2.2、2.11、2.15、2.24、3.14、4.11、4.12
It was added in the 2020
annual report

2.2、2.11、2.15、4.1、4.11、4.12、1.9、1.10、1.11、1.15、2.9、2.20、2.23
3.5、3.6、3.14、3.17、3.18、3.20、4.6、4.9、4.10、4.14、4.15、4.16、4.17

Note 1: Describe briefly in implem entation status colum n whether the result of implementation is "Yes" or "No".

  • Note 2: The Company's self-evaluation report is conducted in accordance with the Corporate Governance Self-Assessment Program, which is evaluated and explained by the Company, and reported on each evaluation program of the current operation and implem entation of the Company.

~32~

Schedule I: Implementation status of diversification of the members of the Board of Directors

Core projects
of diversity
Names
of
directors
Basic composition Basic composition Basic composition Industryexperience Industryexperience Industryexperience Professional capabilities Professional capabilities Professional capabilities Professional capabilities


Nationalit
y
Gende
r
Also
serve as
an
employe
e of the
Compan
y
Ag
e
Term o f
office o f
Independen
t Director
Ban
k
Securit
y
Asset
Managemen
t
Accountin
g
La
w
Informatio
n
Technology

Risk
Managemen
t
61
to
70
3 to
9
years


More
than
9
years
Hsing-Hai
Chen
Taiwan Male V V V V V
Ming-Chie
n Chang
Taiwan Male V V V V V
Chih-Hong
Ho

Taiwan
Male V V V V V
Yeong-Wen
Daih

Taiwan
Male V V V V V
Chia-Neng
Huang
Taiwan Male V V V V
Shan-Jen
Chow
Taiwan Male V V V V V V
Tsin-Fu
Jiang
Taiwan Male V V V V
Cheng-Yan
Chien

Taiwan
Male V V V V V V V

Schedule II: Continuing education of the Directors and Supervisors in FY2020 is as follows:

Title Name Organizer Training Courses Hours of
Courses
Compliance with
"Directions for the
Implementation of
Continuing Education
for Directors and
Supervisors of TWSE
Listed and TPEx Listed
Companies"
Chairman o f
the Board
Hsing-Hai
Chen
1. Securities and Futures
Institute
1.New corporate governance
norms and trends and recent
case studies in 2020 that
directors must know
2. ESG indicators and long-term
corporate growth
6H(1, 2) Yes
Director Ming-Chien
Chang
6H(1, 2) Yes
Director Chih-Hong
Ho
6H(1, 2) Yes
Director Yeong-Wen
Daih
6H(1, 2) Yes
Director Chia-Neng
Huang
6H(1, 2) Yes
Independent
Director
Shan-Jen
Chow
6H(1, 2) Yes
Independent
Director
Tsin-Fu Jiang 6H(1, 2) Yes
Independent
Director
Cheng-Yan
Chien
6H(1, 2) Yes

~33~

Schedule III: Evaluation Criteria for the Independence of CPAs is as follows: Schedule III: Evaluation Criteria for the Independence of CPAs is as follows:
Compliance with Independence Yes No Remarks
Is the CPAs not a Director or Independent Director at the Company or its
affiliated companies?
V
Is the CPAs not a shareholder of the Company or its affiliated companies? V
Is the CPAs not paid by the Company or its affiliated companies? V
Has the CPAs provided auditing services to the Company for less than seven
years?
V
Is it confirmed that the CPAs has complied with his/her accountant firm's CPA
independence regulations?
V
Are the former CPAs of the Company from the same firm of the current CPAs,
within a year after stepping down, not serving as the Company's Director,
manager or any position with substantial impact on audit results?
V

~34~

(IV) Composition, duties, and implementation of the Remuneration Committee:

I. Information regarding the members of the Remuneration Committee:

Identity Qualification
Nam e
Meets one of the following professional qualifications, with at
least five years of work experience
Meets one of the following professional qualifications, with at
least five years of work experience
Meets one of the following professional qualifications, with at
least five years of work experience
Meets the Status Meets the Status Meets the Status of Independence (Note 1) of Independence (Note 1) of Independence (Note 1) of Independence (Note 1) Number of
other public
companies
where the
individual
concurrently
serves as a
member of
Remuneratio
n Committee
Re
mar
ks
(Not
e 2)
Currently serving as
a lecturer or higher
position in a private
or public college or
university in the field
of business, law,
finance, accounting,
or any related field
required in business.

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



Work experience
in commerce,
legal affairs,
finance,
accounting, or
related
experience
required by
business
1 2 3 4 5 6 7 8 9 10
Independent
Director
Shan-Jen Chow - NA
Independent
Director
Tsin-Fu Jiang - NA
Independent
Director
Cheng-Yan
Chien
- NA
  • Note 1: Please tick "" in the corresponding boxes if any committee m ember have met any of the following criteria during the two years prior to being elected or during the term o f office.

  • (1) Not an em ployee of the Company or any of its affiliates.

  • (2) Not a Director or Supervisor of the company or any of its affiliates. Not applicable in cases where the person is an Independent Director of the Company, its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the registered countries.

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

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

  • (5) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of issued shares of the com pany or of a corporate shareholder that ranks am ong the top five in shareholdings (Not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.).

  • (6) Not a director, supervisor or employees of another company controlled by the sam e person with more than half of the Company's director seats or voting shares. Not applicable in cases where the person is an independent director of the Com pany, its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.

  • (7) Not a director, supervisor, or an employee of a company where the chairm an, president or any equavalent position are held by the same person or by his/her spouse seperately. Not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.

  • (8) Not a director, supervisor, manager, or shareholder holding 5% or more of the shares of a specified company or institution which has a financial or business relationship with the Company (excluding specified companies or institutions holding more than 20% but less than 50% of the total issued shares of the Company, and

~35~

independent directors appointed by both the Com pany and its parent company, subsidiary or subsidiaries under the same parent company pursuant to this regulation or the local regulations).

  • (9) Not a professional individual who is an owner, partner, director, supervisor, or manager of a sole proprietorship, partnership, company, or institution, or a spous e thereof, that provides comm ercial, legal, financial, accounting services or consultation to the Company or its affiliated com panies, or those m ade an accum ulated profit of less than NT$500,00 over the last 2 years. However, members of the special committee on remuneration, public acquisition review, or m erger and acquisition who perform their functions in accordance with the provisions of Securities and Exchange Act or Business M ergers and Acquisitions Act and other relevant regulations shall not be subject to this provision.

  • (10) No condition defined in Article 30 of the Company Act has appeared.

~36~

  • II. Scope of Responsibilities of the Remuneration Committee:

  • Periodically review this Charter and make recommendations for amendments.

  • Establish and regularly review the annual and long-term performance targets and remuneration policies, systems, standards, and structures of the Directors, Supervisors, and managers.

  • Regularly evaluate the performance targets of the Directors, Supervisors, and managers of the Company, and establish the content and amount of their remuneration.

  • III. Attendance of Members at Remuneration Committee Meetings

  • (1) The Remuneration Committee of the Company is consist of three members.

  • (2) Term of office: June 13, 2019 to June 12, 2022. A total of two (2) meetings (A) were conducted by the Remuneration Committee in the most recent financial year, where the qualifications and attendance of the members are as follows:

Title Nam e Attendance
Count (B)
By Proxy Rate of Actual Attendance
(%) (B/A)
Remarks
Convener Shan-Jen Chow 2 - 100%
Member Tsin-Fu Jiang 2 - 100%
Member Cheng-Yan Chien 2 - 100%
Other matters:
I.
If the Board of Directors does not adopt or wishes to am end the proposals of the Remuneration Committee, please
state the date and session of the m eeting of the Board of Directors, proposals, resolutions from the Board of
Directors, and handling of the Remuneration Committee's opinions (such as the difference between the salary and
remuneration approved by the Board of Directors and those proposed by the Rem uneration Committee and the
reason therefo): None.
II. If the resolutions to which the members of the Remuneration Committee have an objection or reservation are
recorded or written, please state the date and session of the meeting of the Remuneration Committee, proposals,
opinions of the m embers, and handling of the opinions: None.
III. Remuneration Committee meeting and resolution results and the Company's handling of mem bers' opinions in the
most recent year:
Remuneration
Committee
Resolution content and results
1st meeting of the
4th session
2020.8.11
1. Adjustment of salaries of the Company's managerial officers for 2020.
2. Distribution of 2019 directors' and supervisers' remuneration
3. Distribution of 2019 employees' compensation and bonus paid to managerial officers.
Audit Committee Opinion: No objections or qualified opinion.
Resolution results: Except for proposal 2. Members Shan-Jen Chow, Tsin-Fu Jiang and
Cheng-Yan Chien are stakeholders (independent directors) of the proposal, they recused
themselves individually and the proposal was discussed and approved by other members.

~37~

The rest were approved without objection by the Chairm an upon consultation with all
the Directors present.
The Company’s response to the opinions of the Audit Committee: Submitted to the
Board m eeting and approved by all the Directors present.
2nd meeting of the
4th session
2020.12.23
Proposal of the annual plan of the Company's Remuneration Committee for 2021.
Audit Committee Opinion: No objections or qualified opinion.
Resolution results: Approved without objection by the Chairm an upon consultation with
all the Directors present.
The Company's actions in response to the opinions of the Audit Committee: Not
applicable.

~38~

(V) Fulfillment of Corporate Social Responsibility and Difference with the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies and Reasons thereof:

Evaluation Item Implem entation Status(Note 1) Deviations from the
Corporate Social
Responsibility Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons thereof
Yes No Summary (Note 2)
1.Does the Company assess ESG risks associated with its operations
based on the principle of materiality, and establish related risk
managem ent policies or strategies? disciplinary system?
V 1.
The Company has set out the Corporate Social R esponsibility (CSR )
policies and disclosed in the corporate governance section on MOPS.
The Company has a long-term care for special education groups and
cultural and educational activities, cooperates and supports the
operation of the "ESMT Educational Foundation". Combines the
strength of relevant groups, it supports children who have lost their
relationship, and sponsors cultural, artistic and educational-related
public welfare activities. The Company also reviews the effectiveness
according to the annual plan. The Company established the Corporate
Sustainability Committee on October 7, 2020.and related to the
relevant instructions.
No material
departure
2. Does the Company establish exclusively (or concurrently) dedicated
first-line managers authorized by the board to be in charge of
proposing the corporate social responsibility policies and reporting
to the board?
V 1. The President's Office of the Com pany is responsible for matters related to
the planning, implementation
and
prom otion of corporate social
responsibility, and organizing charity events of the "EMST Educational
Foundation."
No material
departure
III. Environm ental Issues
(1) Does the Com pany establish proper environmental managem ent
systems based on the characteristics of its industry?
(2) Does the Com pany endeavor to utilize all resources more efficiently
and use renewable materials which have low impact on the
environm ent?
V
V
1. The Company is committed to green product design and has obtained
Green P artner certifications from multiple custom ers. At present, the
Company's products are in compliance with international standards, such
as RoHS, REACH, etc.
2. To conduct environm ental management, the Company established an
No material
departure

~39~

Evaluation Item Implem entation Status(Note 1) Deviations from the
Corporate Social
Responsibility Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons thereof
Yes No Summary (Note 2)
(3) Does the Com pany evaluate the potential risks and opportunities in
climate change with regard to the present and future of its
business, and take appropriate action to address clim ate change
issues?
(4) Has the Company taken inventory of its greenhouse gas emissions,
water consumption, and total weight of waste in the last two
years, and formulated policies on energy efficiency and carbon
dioxide reduction, greenhouse gas reduction, water reduction, or
waste management ?
V environm ental m anagem ent system in 2007 and obtained ISO 14001
certification through verification in January 2008, and has continued to
promote programs relating to environm ental improvement ever since.
3. To tackle global clim ate change, reduce and manage greenhouse gas
emissions, deliver environm ental justice, and fulfill its responsibility to
protect the global environm ent, the Company conducts air conditioning
and tem perature control in summ er to achieve efficient energy use and the
goal of energy saving and carbon reduction. The Company continues to
improve its perform ance in energy saving and carbon reduction in
accordance with the IS O 14001 m anagem ent system.
4. The Company actively responds to the Carbon Disclosure Project (CDP )
and voluntarily discloses greenhouse gas emissions according to the
"Greenhouse Gas Protocol" (GHG P rotocol) published by the World
Business Council for Sustainable Developm ent (WBCSD) and the World
Resources Institute (WRI). The results of the inventory are detailed on
#page 89# of the annual report.
IV. Social Issues
(1) Does the Com pany form ulate appropriate management policies and
procedures according to relevant regulations and the International
Bill of Hum an Rights?
(2) Has the Company established and offered proper em ployee benefits
(including com pensation, leave, and other benefits) and reflected
V
V
1. Employee selection, training, appointm ent, retention, benefits and
retirem ent of the Work Rules established by the Company are in
compliance with dom estic labor regulations and the International Bill of
Human Rights.
2. The Company has established employee perform ance assessment
No material
departure

~40~

Evaluation Item Implem entation Status(Note 1) Deviations from the
Corporate Social
Responsibility Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons thereof
Yes No Summary (Note 2)
the business performance or results in employee compensation
appropriately?
(3) Does the Com pany provide a healthy and safe working environm ent
and organize training on health and safety for its employees on a
regular basis?
(4) Does the Com pany provide its employees with effective career
developm ent and training sessions?
(5) Does the Company comply with relevant laws, regulations and
international standards regarding custom er health and safety,
custom er privacy, marketing and labeling of products and
services, and has a policy and complaint procedure for protecting
consum er rights?
(6) Has the Company formulated supplier management policies requiring
suppliers to comply with relevant laws and regulations related to
environm ental protection, occupational safety and health or labor
rights and supervised the implem entation?





V
V
V
V
procedures to
evaluate em ployees' performance. The salary and
remuneration are adjusted according to the evaluation results. Rewards
and penalties are stipulated in the "Work Rules" with reference to the
requirement of the corporate social responsibility policies.
3. The Company established the Labor Safety and Health Committee in
October 2009 to continuously strengthen the hardware and software
facilities of work environment safety and personnel protection, in
compliance with the relevant dom estic laws and regulations, and
successively promote and implem ent the related improvement programs.
4. The Company enrolls employees in various seminars and courses related
to career planning according to their career plans. The Company links the
growth and development of the Company with the career developm ent of
its employees for the em ployer and the employees to grow together. The
Company's Welfare Committee allocates subsidies for employee
education and training every year.
5. The marketing and labeling of the Company's products and services are in
compliance with
relevant laws and
regulations
and international
standards, such as the labeling of RoHS compliance on product
packaging, The Company values custom er feedback and has a dedicated
unit that executes and handles com plaint-related issues in accordance with
the "Code of Practice for Handling Custom er Complaints."
When the Company signs a contract with a major supplier, the content of the

~41~

Evaluation Item Implem entation Status(Note 1) Implem entation Status(Note 1) Implem entation Status(Note 1) Deviations from the
Corporate Social
Responsibility Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons thereof
Yes No Summary (Note 2)
contract should include the terms of compliance with the CSR policy of
both parties, and both parties should each try the best to fully understand
whether the other party has violated its CSR and incorporate the
circumstance into the commercial contract accordingly.
V. Does the Company refer to internationally-used standards or
guidelines for the preparation of reports, such as CSR reports, to
disclose non-financial information? Have the foregoing reports been
verified or guaranteed by a third-party certification body?



V
1. The Company has disclosed the fulfillm ent of social responsibilities on its
website and in the report of the Annual Shareholders' Meeting.
VI.If the Company has established the corporate social responsibility best practice principles based on the "Corporate Social Responsibility Best Practice Principles for TWSE/TPEx
Listed Companies", please describe any discrepancy between the Principles and their implementation: To practice corporate social responsibility and achieve sustainable
developm ent goals, the Company established "Corporate Social Responsibility Practice Code" with reference to the "Corporate Social Responsibility Best Practice Principles
for TWSE/TPEx Listed Companies" and the internal and external environm ent of the Company, to manage the Company's economic, environm ental and social risks and
impacts. The Company also assumes corporate citizenship responsibility, enhances national economic contributions, improves the quality of life of its employees, the
communities,and society,andpromotes competitive advantages based on corporate responsibility.
VII. Other important inform ation to facilitate better understanding of the Company's Corporate Social Responsibility practices:
1. Corporate Social Responsibility Promotion Unit
The President's Office of the Company is responsible for the planning, implementation and promotion of corporate social responsibility related matters. It integrates corporate
social responsibility into the Company's business strategy in a purposeful, system atic and organized long-term manner, and fulfills corporate social responsibility. The
Company established the Corporate Sustainability Committee on October 7, 2020.and related to the relevant instructions.
2. Risk Assessm ent and Policy
Based on the principle of corporate social responsibility, the Company conducts risk assessm ents on important issues, and form ulates the following risk managem ent policies
or strategies based on the assessed risks:
Major Issues
Assessm ent
Item
Risk managem ent policy or strategy

~42~

Evaluation Item Evaluation Item Implem entation Status(Note 1) Implem entation Status(Note 1) Implem entation Status(Note 1) Deviations from the
Corporate Social
Responsibility Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons thereof
Deviations from the
Corporate Social
Responsibility Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons thereof
Yes No Summary (Note 2)
Environmental
Sustainability
Environmental
Protection
As a member of the global semiconductor product supply chain, ESMT is obligated to take responsibility for the sustainable
developm ent of the environment. Through friendly environment, energy-saving and carbon reduction, and the formulation of
safety and health policies, all business activities that affect the environm ent, safety and health should comply with legal
requirements, reduce the negative impact on the environm ent, safety and health, and aim at increasing resource recycling. In
addition, in line with international environm ental protection laws and custom ers' requirements for environmental protection,
ESMT has also established a green product management system, making continuous improvem ent through the institutionalized
PDCA m anagem ent cycle, and obtained Green Partner certification from major international manufacturers. The products also
comply with RoHS, REACH and other regulatory requirem ents.
In the future, ESMT's main goal of environm ental sustainability will continue to work hard and improve on green product design,
launch more energy-saving and low environm ental load products, and contribute to the sustainable developm ent of the
environm ent.
Social
Responsibility
Workplace
Safety
To prevent occupational disasters and protect the safety and health of employees, ESMT has established an occupational safety
and health committee. Through internal and external safety inspections and regular committee meetings, labor safety and health
related issues are discussed, various labor safety and health related policies are also implemented.
Through education and training, the Company conveys the Company's commitm ent and relevant policy requirem ents, enabling
employees and contractors to gain an understanding of the safety and health regulations and policies. The Company continues to
improve through the institutionalized PDCA m anagement cycle and implements the em ergency response plan to ensure the
achievem ent of safety and health goals and workplace safety.
Social Care The Company has long-term care for special education groups and cultural and educational activities, providing resources and
manpower, cooperating with the operation of the "ESMT Educational Foundation", combining the strength of related groups,
helping children who have lost their families, and sponsoring or organizing culture, art and education, related public welfare
activities, and reviewing the effectiveness according to the annual plan, to achieve the goal of caring for the society and giving

~43~

Evaluation Item Evaluation Item Implem entation Status(Note 1) Implem entation Status(Note 1) Implem entation Status(Note 1) Deviations from the
Corporate Social
Responsibility Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons thereof
Yes No Summary (Note 2)
back to the society.
Corporate
Governance
Social-econom y
Legal
Compliance
The Company ensures the achievem ent of the Company's operating efficiency by establishing a governance organization that
meets the requirements and implements internal control mechanisms, thereby rewards shareholders, employees, and society. At
the sam e time, through the establishment and promotion of relevant systems, the Company ensures that all personnel and
operations shall strictly comply with relevant laws and regulations.
3. The Company cooperates and supports the "ESMT Educational Foundation" of the purpose of this Council is to promote public welfare activities such as education, arts
and culture, and to encourage lifelong learning and the very nature of life:
I. Establish or provide scholarships to encourage study or learning preprofessional skills.
II. Promote, sponsor, or organize various public welfare activities and clubs related to education, art and literature, and advocacy of aesthetics.
III. Promote, sponsor, or organize various public welfare activities and clubs related to lifelong learning, talent cultivation, occupational com petence training, life
education, reform atory education and inspiring growth education.
IV. Sponsor high-tech education and talent cultivation.
V. Promote, sponsor, or organize various academic activities and interchanges.
VI. Provide rewards to cultivation of outstanding talents and participation in various perform ances and com petition.
VII. Donate books, tools and m aterials, or equipment for the purpose of public welfare education.
VIII. Other education affairs of a public welfare nature that meet the purpose of the founding of this Foundation.
The 2020 implem entation plan is as follows:
a.
Sponsored the fund of Hsinchu Toranado Boxing Education Association.
b.
Sponsored the operating fund of Hsinchu Symphony Orchestra.
c.
Sponsored the student sewing hand-m ade course and teacher training project fund of Charity Foundation Hsinchu Catholic Social Welfare Foundation.
The rest is omitted
back to the society.
Corporate
Governance
Social-econom y
Legal
Compliance
The Company ensures the achievem ent of the Company's operating efficiency by establishing a governance organization that
meets the requirements and implements internal control mechanisms, thereby rewards shareholders, employees, and society. At
the sam e time, through the establishment and promotion of relevant systems, the Company ensures that all personnel and
operations shall strictly comply with relevant laws and regulations.

~44~

Evaluation Item Implem entation Status(Note 1) Implem entation Status(Note 1) Implem entation Status(Note 1) Deviations from the
Corporate Social
Responsibility Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons thereof
Yes No Summary (Note 2)
For the related content, please refer to the website of ESMT Educational Foundation: http://www.esmt.com.tw/foundation/index.asp
I.
A clear statement shall be made below if the Corporate Social Responsibilityreport were verified byexternal certification institutions: Not applicable.

In response to the promotion of risk management and corporate sustainability strategy, the Company established the Corporate Sustainability Committee on October 7, 2020. The Chairperson of the Board and the President are the Chairperson and the Deputy Chairperson of the Committee, respectively, convening senior executives to form the Committee, which consists of working groups on "Corporate Governance," "Partnership," "Environmental Sustainability," and "Friendly Workplace and Public Interests of the Society." The aim is to manage business risks in the economic, environmental and social aspects based on the principle of sustainable management, and provide a reference for the senior managers and the Board of Directors to formulate strategic policies and improve management. Details of the Committee's organization and annual operation are shown in the attached chart.

The Company submitted a report on the establishment of the Corporate Sustainability Committee to the Board of Directors at the ninth meeting of the eighth Board (Nov. 11, 2020).

~45~

Organizational Structure of ESMT Corporate Sustainability Committee

==> picture [386 x 211] intentionally omitted <==

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

B oard of Directors
Corporate Su stainability Comm ittee
Leadership
Ch airperson : Ch airperson of th e Board
Deputy Ch airperson : Presiden t
E xecutiv e Secreta ry for Promoting CSR Proj ec ts - President's Office
ESG Aspects
Economic Aspect Environmental Social
Corpora te G overnance - Partners hip - QS E nvironm enta l Sus ta ina bility Friendly Work plac e a nd
President's Office Product Qua lity - E nvironm ent and Safety Public I nterests of the
Func ti on of the Boa rd Outsourci ng V endor E nvi ronm enta l Policy Society - HR
Groups Sha rehol der Equi ty M ana gem ent CD P D iscl osure Em ploy ee Remunerations C haritabl e Ac ti vities
I nforma tion Dis closure Custom er Serv ice Safe W orking E nvi ronm ent and Benefits C omm unity Enga gem ent
Internal Control / Interna l Audit Suppli er Ma nagem ent W aste Dis posal La bor H uma n Rights Soci al C are
I nforma tion Sa fety Polic yBusiness I ntegrityLega l Compl ianc e R&D a nd Innova tionM ana gem entPurc hasi ng Ha za rdous Substa nce Process M ana gementMa nagement EA PTra ining Progra msLa bor-Ma nagement C orpora te Im age
Energy Sav ing and Ca rbon Relations /Comm uni cation
G reen and E nvi ronm enta l Reduction La bor H ealth a nd Sa fety
Protection
----- End of picture text -----

==> picture [400 x 33] intentionally omitted <==

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

P. 1
----- End of picture text -----

Committee Responsibilities

˙Formulate the direction, strategy and goals for the sustainable development of the Company

˙Define the severity of the impact of various issues on the Company

˙Confirm the Company's major issues and the priority of their implementation

˙Assign the executive secretary and group leaders

˙Review the short-, mid- and long-term goals and implementation proposals of major issues prepared by each working group

˙Supervise the working groups implementing plans and programs

˙Track and review the achievement status of each goal and implementation plan

˙Report to the Board of Directors on the effectiveness of implementation and future plans

Risk management policy

Under the principle of corporate sustainable management, the Company conducts risk control in the economic, environmental, and social aspects, and through the promotion of the Corporate Sustainability Committee, the Company assesses risks, formulates strategic policies and carries out work in the

~46~

directions of "corporate governance," "partnership," "environmental sustainability," and "friendly workplace and public interests of the society" in the hope of improving management and achieving sustainable management.

The Company submitted a report on risk management policies to the Board of Directors at the ninth meeting of the eighth Board (Nov. 11, 2020). Responsibilities of the Working Groups

Aspect Group Responsibilities
G Corporate
Governance
1. Assist the Board of Directors in fortifying the functions
2. Protect the rights and interests of investors
3. Establish various systems and regulations for corporate governance
4. Ensure the transparency and disclosure of information
5. Comply with relevant laws and regulations
Partnership 1. Improve the sustainability of the supply chain
2. Build long-term partnerships for co-prosperity regarding product
quality, customer service, and delivery and supply in supply chain
management.
E Environmental
Sustainability
1. Promote the environmental protection work of the Company to
meet the requirements of laws and regulations
2. Promote work on safety and health to meet the requirements of
laws and regulations and ensure the safety of the working
environment
3. Promote energy saving and carbon reduction to achieve the set
goals
S Friendly
Workplace and
Public Interests of
the Society

1. Plan employee benefits
2. Assist the Company in planning employee career development
3. Uphold employees' rights at work
4. Create a friendly workplace
5. Develop community welfare and give back to the community in
line with the Company's core philosophy.

Operation in 2020

  1. Committee Meetings

  2. (1) Oct. 7, 2020 (Committee established)

    • Discussed and approved the organization and responsibilities of the Committee and the working groups

~47~

  • Discussed and approved the appointment of the executive secretary and the group leaders

  • Reported on promotion plans

(2) Nov. 6, 2020

  • Discussed and determined stakeholder engagement, impact level, and operational relevance survey process

  • (3) Nov. 25, 2020

    • Discussed and determined the Company's CSR vision, mission and implementation guidelines
  • Report of the Board of Directors

  • (1) Nov. 11, 2020 (The ninth meeting of the eighth Board)

    • Reported on the establishment of the Committee

    • Reported on the organization, responsibilities and personnel appointment of the Committee

    • Reported on promotion plans

  • (1) Dec. 23, 2020 (the tenth meeting of the eighth Board)

Work reports of the Committee and its working groups

(VI) Compliance with ethical corporate management, and Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and reasons thereof:

Evaluation Item Implem entation Status(Note 1) Deviations from the
Ethical Corporate
Management B est
Practice Principles for
TWSE/TPEx Listed
Companies and the
reasons thereof
Yes No Descriptions
I.Establishm ent of Ethical Corporate Management Policies and
Programs
(I) Has the Company form ulated the ethical corporate m anagement
policies approved by the Board of Directors and specified in
its rules and external docum ents the ethical corporate
managem ent policies and practices and the commitment of
the Board of Directors and senior managem ent to rigorous

V
1.
The Company and the Group of Companies clearly specified in their
rules and external docum ents the ethical corporate m anagem ent policies
and the commitment by the Board of Directors and the management for
rigorous and thorough implem entation of such policies, and carried out
the policies in internal management and in com mercial activities.
2.
The Directors, managers, and employees of the Company shall not,
directly or indirectly, provide, promise, demand or accept any improper
benefits or engage in other unethical or illegal acts or breach their
fiduciary duties during the course of commercial activities in order to
acquire or maintain theirpersonal interest.
No material departure

~48~

Evaluation Item Implem entation Status(Note 1) Deviations from the
Ethical Corporate
Management B est
Practice Principles for
TWSE/TPEx Listed
Companies and the
reasons thereof
Yes No Descriptions
and thorough implementation of such policies?
(II) Has the Company established a risk assessment m echanism
against unethical conduct to analyze and assess on a regular
basis business activities within its business scope which are
at a higher risk of being involved in unethical conduct, and
formulated a prevention program accordingly, which shall
at least include those specified in Paragraph 2, Article 7 of
the "Ethical Corporate M anagement Best Practice Principles
for TWSE/TPEx Listed Companies"?
(III) Has the Company defined operational procedures, conduct
guidelines, and disciplinary and grievance systems for
non-compliance in its prevention program against unethical
conduct and implem ented them, and does the Company
regularlyreview and revise the foregoing program?

V
V
3.
When establishing the prevention program, the Company shall analyze
business activities within the business scope which m ay be at a higher
risk of being involved in an unethical conduct, and strengthen the
preventive measures.
II.Implem entation of Ethical Corporate M anagem ent
(I)
Does the Company evaluate business partners’ ethical
records and include ethics-related clauses in business
contracts?
(II)
Has the Company set up a dedicated unit under the
Board of Directors to prom ote ethical corporate
managem ent and regularly (at least once every year)
report to the Board of Directors the implem entation of
the ethical corporate managem ent policies and
prevention programs against unethical conduct?
(III) Has the Company established policies to prevent
conflicts of interests, provided proper channels of
appeal, and enforced these policies and channels
accordingly?
(IV) Has theCompanyestablished an effective accounting
V
V
V
1.
Prior to any commercial transactions, the Company shall take into
consideration the legality of their agents, suppliers, clients, or other
trading counterparties and whether any of them are involved in unethical
conduct, and shall avoid any dealings with persons so involved. When
entering into contracts with its agents, suppliers, clients, or other trading
counterparties, the Company shall include in such contracts terms
requiring compliance with the integrity managem ent policy.
2.
The President's Office of the Company is responsible for the formulation
and supervision of the corporate integrity managem ent policy and the
implementation of the plan, and reports to the Board of Directors on a
regular basis.
3.
The Company shall adopt policies for preventing conflicts of interest to
identify, monitor, and manage risks potentially resulting from unethical
conducts,and shall also offer appropriate means for the Directors,
No material departure

~49~

Evaluation Item Implem entation Status(Note 1) Deviations from the
Ethical Corporate
Management B est
Practice Principles for
TWSE/TPEx Listed
Companies and the
reasons thereof
Yes No Descriptions
system and internal control system for the
implementation of ethical corporate managem ent, and
has the internal audit unit prepared an audit plan based
on the assessment results of the risk of unethical
conduct and checked the compliance of the prevention
program against unethical conduct accordingly, or
entrusted a CPA to perform the audit?
(V)
Does the Company regularly hold internal and external
educational trainings on ethical corporate
managem ent?
V
V
Supervisors, managers, and other stakeholders attending or be present at
the meetings of the Board of Directors to voluntarily explain whether
their interests would potentially be conflicted with those of the
Company.
4.
The Company shall establish effective accounting systems and internal
control systems for business activities that are potentially at a higher risk
of being involved in unethical conducts to prevent from having
under-the-table accounts or keeping secret accounts, and conduct
reviews regularly to ensure that the design and enforcement of the
systems are effective.
The Internal Audit Departm ent regularly reviews the compliance of
various systems and reports to the Board of Directors.
5.
The Company promotes the concept of integrity managem ent at all
levels of m anagement m eetings and communication meetings. In
addition, there are a variety of communication channels that can be
communicated at anytime.
III.Status of Enforcing Whistle-blowing Systems in the Company
(I)
Has the company established a concrete
whistleblowing and rewarding system, and set up
accessible m ethods for whistleblowers, and designate
appropriate and dedicated personnel to investigate the
accused?
(II)
Has the Company established an SOP for investigation
and relevant confidentiality mechanism for all
whistleblowing cases?
(III) Does the Company take any m easures to protect
whistleblowers so that they are safe from mishandling?

V
V
V
1.
The Company has strengthened the prom otion of ethical concepts to
employees and established a dedicated hotline and e-mail, where
employees can report to the managem ent if they suspected or identified
violations of laws and regulations or ethical standards. In addition, a
reward and punishm ent system is stipulated in the "Work Rules" and
announced to all employees of the Company.
2.
The Company has a dedicated complaint hotline and e-mail to provide
employees with timely response and opinion. Complaints are handled
according to the Company's relevant m easures. To protect
whistleblowers, confidentiality terms are stipulated in the procedures.
The Company will take appropriate measures depending on the
seriousness of the circumstances. Contact details of the company's
website.
3.
The measures of the Company stipulated protection measures for the
whistleblowers to ensure the quality and fairness of the investigation and
avoid unfair treatment.
No material departure

~50~

Evaluation Item Implem entation Status(Note 1) Implem entation Status(Note 1) Implem entation Status(Note 1) Deviations from the
Ethical Corporate
Management B est
Practice Principles for
TWSE/TPEx Listed
Companies and the
reasons thereof
Yes No Descriptions
IV.Enhanced Disclosure of Corporate Social Responsibility
Inform ation
Has the Company disclosed the content of its integrity
operation principles and its result of implem entation on its
website and M OPS?
V 1.
The Company has established the "Code of Integrity M anagement",
which has been disclosed in the Corporate Governance section on
MOPS and company's website.
No material departure
V.If the Company has established the Corporate Social Responsibility best practice principles based on the "Corporate Social Responsibility Best Practice Principles for TWSE/TPEx
Listed Companies", please describe any discrepancy between the Principles and their implementation: To establish a corporate culture and sound development of integrity
managem ent, the Company refers to the "Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies", and the internal and external environm ent
of the Company,and form ulate the "Code of IntegrityManagement" to complywith.
VI.Other important inform ation to facilitate a better understanding of the Company's ethical corporate management policies (e. g. reviews and amendments to its policies).
The Company should operate its business in a fair and transparent manner based on the principle of good faith managem ent. Designated people are in place as regular
communication channels with the custom ers to keep up with the custom er dynamics at any tim e through a good mechanism to ensure the integrity of both parties. The
Company also pays attention to the relevant laws and regulations on integrity management at any time, based on which it reviews and improves the relevant operation
standards of the Company and enhances the effectiveness of the Company's integrity managem ent. The Company established the Corporate Sustainability Committee on
October 7,2020.and related to the relevant instructions.
Note 1: Describe briefly in implem entation status colum n whether the result of implementation is "Yes" or "No".
Note 2: Companies that have com piled CSR reports may specify ways to access the report and indicate the page numbers of the cited pages.

~51~

  • (VII) Please disclose the access to the Company's corporate governance principles and related rules and regulations:

  • The Company has established the "Corporate Governance Code" and related regulations, which have been disclosed in the Corporate Governance section of MOPS, which is available for access to the investors (including shareholders).

  • (VIII) Other important information that is sufficient to enhance the understanding of the operation of corporate governance must be disclosed together: None.

  • (IX) Status of Internal Control System:

  • Statement of Internal Control:

Elite Semiconductor Microelectronics Technology Inc

Date: February 26, 2021

This Statement of Internal Control System is issued based on the self-assessment of the Company for the Financial Year 2020.

  • I. The Company acknowledges that the establishment, implementation, and maintenance of an internal control system is the responsibility of the Board of Directors and managers, and the Company has established an internal control system. The internal control system is designed to provide reasonable assurance for the effectiveness and efficiency of the operations (including profitability, performance and protection of assets), reliability, timeliness, and transparency of reporting, and compliance with applicable laws and regulations.

  • II. The internal control system has innate limitations. No matter how robust and effective the internal control system, it can only provide reasonable assurance of the achievement of the three aforementioned goals. In addition, the effectiveness of the internal control system may vary due to changes in the environment and conditions. However, the internal control system of the Company has self-monitoring mechanisms in place, and the Company will take corrective action against any defects identified.

  • III. The Company uses the assessment items specified in the Guidelines Governing Establishment of Internal Control Systems by Public Companies (hereinafter referred to as the "Guidelines") to determine whether the design and implementation of the internal control system are effective. Based on the process of control, the assessment items specified in the Guidelines divide the internal control system into five constituent elements: 1. control environment; 2. risks assessment; 3. control activities; 4. information and communications; and 5. monitoring activities. Each constituent element includes a certain number of items. For more information on such items, refer to the Guidelines.

~52~

  • IV. The Company has already adopted the aforementioned Guidelines to evaluate the effectiveness of its internal control system design and operating effectiveness.

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

  • VI. This statement will constitute the main content of the Company's Annual Report and the Prospectus, which will be disclosed to the public. Any falsehood or concealment with regard to the above contents will entail legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Act.

  • VII. This statement has been approved by the Company's Board of Directors on February 26, 2021, and out of the 8 members of the Board of Directors in attendance, none had objected to it and all consented to the contents expressed in this statement.

Elite Semiconductor Microelectronics Technology Inc

  - Chairman of the Board: Hsing-Hai Chen Signature and Seal President: Ming-Chien Chang Signature and Seal
  1. Any CPA commissioned to conduct an audit on the Internal Control System shall disclose the CPA’s audit report: None.

  2. (X) The Company and its internal personnel that have been punished according to law in the most recent financial year and up to the date of publication of the Annual Report, and the punishment imposed by the Company on its internal personnel for violating internal control system regulations, and major deficiencies and improvements: None.

  3. (XI) Important resolutions of the Shareholders' Meetings and the meetings of the Board of directors from the most recent financial year up to the date of publication of the Annual Report.

~53~

Board of Directors:

Board of Directors:
Date Content of Proposals and Follow-up Actions Issues specified
in Article 14-3
of the
Securities and
Exchange Act
Objections or
Qualified
Opinion of the
Independent
Directors
The 8th
Board
The 5th
meeting.
March 20,
2020
(1)
Approved the resolution of the distributions of employee bonus and
Directors bonus for FY2019.
(2)
Approved the resolution of the Company's Final Statem ent for
FY2019.
(3)
Approved the resolution of the Company's earnings distribution for
FY2019.
(4)
Approved the Company's Statem ent of Self-assessment of Internal
Control System for FY2019.
(5)
Approved the Company's allowance of em ployee stock option to be
subscribed for ordinary shares of NT$ 59.20 - 303.40 per share until
March 31, 2020. If the employee exercises the stock option, the
Chairm an of the Board is authorized to set the actual number of
shares issued within the range of 1,000 shares to 543,506 shares. The
record date for the issuing of new shares is set at March 31, 2020.
The Chairm an of the Board is authorized to amend the date if any
change arises.
(6)
Approved the resolution of the business plan and budget plan for
FY2020.
(7)
Approved the resolution to am end the Company's "Audit Committee
Charter".
V
(8)
Approved the resolution to am end the Company's "Procedures of
the Meetings of the Board of Directors".
V
(9)
Approved the resolution to am end the Company's "Remuneration
Committee Organization Charter".
V
(10) Approved the resolution to am end the Company’s "Articles of
Association".
V
(11) Approved the resolution to am end the Company's "Self-Evaluation
of the Board of Directors".
V
(12) Approved the resolution to convene the Com pany's 2020 Annual
Shareholders' M eeting.
(13) Approved the resolution for the period and venue for accepting
proposals from the shareholders
(14) Approved the resolution of the evaluation of the independence of the
CPAs and CPAs' accountingfirm.
V
Opinions of Independent Directors: None.
The Company's actions in response to the opinions of the Independent Directors: None.
Resolution results: All the directorspresent voted in favor of the resolution without anyobjection.
The 8th
Board
The 6th
meeting
May 14,
2020
(1)
Approved that Company's employee stock option can be exercised to
subscribe for ordinary shares at NT$59.2 - 303.4 per share until June
30, 2020. If the employee exercises the stock option, the Chairman is
authorized to set the actual number of shares issued range from 1,000
to 543,506 shares. The base date for the issuance of new shares is
June 30, 2020. In the event of a change, the Chairman is authorized
to change the date.
(2)
Approved the am endm ents to the Company's "Procedures for the
Acquisition and Disposal of Assets".
V
(3)
Approved the am endm ents to the Company's "Rules of Procedure for
Board of Directors M eetings."
V
(4)
Approved the am endm ents to the Company's "Audit Committee's
Articles of Association".
V
(5)
Approved the application for the credit line with various financial
institutions in response to the Company's capital needs.
Opinions of the Independent Directors: None.
The Company's actions in response to the opinions of the Independent Directors: None.
Resolution results: All the directorspresent voted in favor of the resolution without anyobjection.

~54~

Date Content of Proposals and Follow-up Actions Issues specified
in Article 14-3
of the
Securities and
Exchange Act
Objections or
Qualified
Opinion of the
Independent
Directors
The 8th
Board
The 7st
meeting
June 15,
2020
(1)
The Chairm an of the Board reported on the Company's 2018 cash
dividendpaym ent date and ex-dividend date.
Opinions of Independent Directors: None.
The Company's actions in response to the Opinions of the Independent Directors: None.
Resolution results: All the Directors present voted in favor of the resolution without any objection.
The 8th
Board
The 8nd
meeting
August 11,
2020
(1)
Approved the resolution that the Company will be subject to the
stock price adjustm ent of the employee's stock option of the original
Eon Silicon Solution Inc. due to the merger.
(2)
Approved the Company's allowance of em ployee stock option to be
subscribed for ordinary shares of NT$ 57.6 - 241.2 per share until
Sep 30, 2020. If the em ployee exercises the stock option, the
Chairm an of the Board is authorized to set the actual number of
shares issued within the range of 1,000 shares to 527,821 shares. The
record date for the issuing of new shares is set at September 30,
2020. The Chairman of the Board is authorized to am end the date
if anychange arises.
(3)
Approved the application for the credit line with various financial
institutions in response to the Company's capital needs.
(4)
Approved the resolution of the managers' remuneration ajustment for
FY2020 of the Company.
(5)
Approved the resolution of the Company's remuneration to Directors
and Supervisors for FY2019.
(6)
Approved the resolution of m anagers' and employees' compensation
and bonus for FY2019 of the Company.
Opinions of the Independent Directors: None.
The Company's actions in response to the opinions of the Independent Directors: None.
Resolution results:Resolutions 1-3 were approved by all Directors present at the meeting.Resolutions
4 and 6 were approved by all Directors present at the meeting except the recusal of Directors Hsing-Hai
Chen, Ming-Chien C hang, Chih-Hong Ho, and Yeong-Wen Daih from the voting due to conflict o f
interests.
Resolutions 5 was approved by all Directors present at the m eeting except the recusal of Directors
Hsing-Hai C hen, Ming-Chien Chang, Chih-Hong Ho, Yeong-Wen Daih, Chia-Neng Huang, and Shan-Jen
Chow from the votingdue to conflict of interests.
The 8th
Board
The 9rd
meeting
November
11, 2020
(1) Approved the Company's allowance of employee stock option to be
subscribed for ordinary shares of NT$57.6-217.4 per share until Dec.
31, 2020. If the employee exercises the stock option, the Chairperson
of the Board is authorized to set the actual number of shares issued
within the range of 1,000 shares to 518,018 shares. The base date for
the issuance of new shares is Dec. 31, 2020. In the event of a change,
the Chairperson is authorized to set another date.
(2) Approved the Company's "R ules Governing the Preparation Process of
Financial Statem ents."
V
(3) Approved the Company's "Organizational Rules of the Nomination
Committee."
V
(4) Approved the appointm ent of the first-term Nomination Committee
members.
(5) Approved to apply to various financial institutions for credit lines in
response to the Company's capital requirem ents.
Opinions of the Independent Directors: None.
The Company's actions in response to the opinions of the Independent Directors: None.
Resolution: All the directorspresent voted in favor of the resolution without anyobjection.
The Eighth
Board
The Tenth
Meeting
(1)Approved the am endm ent to the internal control system. V
(2)Approved the auditplan of the Companyfor 2021.
(3)Approved the adjustm ent of the Directors' salaries and compensations.
(4)Approved to applyto various financial institutions for credit lines in

~55~

Date Content of Proposals and Follow-up Actions Issues specified
in Article 14-3
of the
Securities and
Exchange Act
Objections or
Qualified
Opinion of the
Independent
Directors
2020.12.23 response to the Company's capital requirem ents.
Opinions of the Independent Directors: None.
The Company's actions in response to the opinions of the Independent Directors: None.
Resolution results: All the directorspresent voted in favor of the resolution without anyobjection.
The Eighth
Board
The Eleventh
Meeting
2021.02.26
(1)
Amended the Company's "Regulations Governing Self-Appraisal or
Peer Appraisal bythe Board of Directors"
V
(2)
Amended the Company's "Regulations Governing the Organization
of the Salaryand Remuneration Committee"
V
(3)
Approved the 2020 remuneration distribution for employees and
directors.
(4)
Approved the Company's 2020 final accounting books and
statem ents.
(5)
Approved the distribution of the Company's 2020 earnings.
(6)
Approved the self-assessment of the Company's internal control
system for 2020.
(7)
Approved the Company's allowance of em ployee stock option to be
subscribed for ordinary shares of NT$57.6 per share until M ar. 31,
2021. If the employee exercises the stock option, the Chairperson of
the Board is authorized to set the actual number of shares issued
within the range of 258,915 shares to 412,145 shares. The base date
for the issuance of new shares is Mar. 31, 2021. In the event of a
change,the Chairperson is authorized to set another date.
(8)
Approved the establishm ent of the operating plan and budget for
fiscalyear 2021.
(9)
Approved the am endm ent to the Company's "Rules for Election of
Directors" of the Company.
V
(10) Approved the am endm ent to the Company's "Articles of
Incorporation."
V
(11) Approved the convening of the Company's 2021 Annual General
Shareholders' M eeting.
(12) Approved the designated period and venue for accepting proposals
from the shareholders.
(13) Approved the evaluation of the independence of the CPAs and their
affiliated firms.
V
Opinions of the Independent Directors: None.
The Company's actions in response to the opinions of the Independent Directors: None.
Resolution results: All the directorspresent voted in favor of the resolution without anyobjection.
The 8th
Board
The 12th
meeting
May 06,
2021
(1)
Approved that Company's employee stock option can be exercised to
subscribe for ordinary shares at NT$57.6 per share until June 30,
2021. If the employee exercises the stock option, the Chairm an is
authorized to set the actual number of shares issued range from
29,607 to 71,174 shares. The base date for the issuance of new
shares is June 30, 2021. In the event of a change, the Chairm an is
authorized to change the date.
(2)
Approved the am endm ents to the Company's " Rules for Election of
Directors "
V
(3)
Approved to apply to various financial institutions for credit lines in
response to the Company's capital requirem ents.
(4)
Approved the Addition the Discussions for General Shareholders'
Meeting.
(5)
Approved the resolution of the managers' bonus.
Opinions of independent directors: None.
The Company's actions in response to the opinions of independent
directors: None.
Resolution: All the directors present voted in favor of the resolution
without anydissentingopinion.

~56~

Shareholders' Meeting:

Shareholders' Meeting:
Date
June
15,2020
Review of KeyResolutions and Implementation
Adoption Item 1: Adoption of the Business Report and Financial Statements for FY2019.
Resolution: The proposal is voted and resolved as it is..
VotingResults:
Number of Votes by
AttendingShareholders
Approved Votes
Disapproved
votes
Abstained
Votes/No Votes
190,396,971 rights
182,677,424 rights 16,017 rights 8,703,530 rights
100%
95.42%
0.00%
4.57%
Adoption Item 2: Adoption of the Earnings Distribution for FY2019.
Resolution: The proposal is voted and resolved as it is.
VotingResults:
Number of Votes by
AttendingShareholders
Approved Votes
Disapproved
votes
Abstained
Votes/No Votes
190,396,971 rights
182,031,419 rights
33,018 rights
8,332,534 rights
100%
95.60%
0.01%
4.37%
Implementation review: The cash ex-dividend date of this Earnings Distribution was July
11, 2020, and the dividend was distributed by remittance and
postal cheque on July31,2020
Discussion Item 1: Proposed resolution to amend the Company's "Articles of
Association".
Resolution: The proposal is voted and resolved as it is.
VotingResults:
Number of Votes by
AttendingShareholders
Approved Votes
Disapproved
votes
Abstained
Votes/No Votes
190,396,971 rights
182,042,572 rights
22,024 rights
8,332,375 rights
100%
95.61%
0.01%
4.37%
Implementation review: The Company's operating management system documents have
been amended, and the relevant "Articles of Association" shall be
handled in accordance with this newlyrevisedprovision.
  • (XII) Major Issues of Record or Written Statements Made by Any Director Objecting to Important Resolutions Passed by the Board of Directors in the most recent recent financial year and up to the date of publication of the Annual Report: None.

  • (XIII) Resignation or Dismissal of the Chairman of the Board, President, and Heads of Accounting, Finance, Internal Audit and R&D in the most recent recent financial year and up to the date of publication of the Annual Report: None.

IV. Information of Audit Fee

(I) Range of Audit Fee Range:

CPAs' AccountingFirm Name ofCPAs Name ofCPAs AuditPeriod Remarks
PricewaterhouseCoopers
Taiwan
Ya-Huei
Cheng
Danie Lee 2020.1.1~2020.12.31

~57~

Range of Fees Category
Fees
Audit Fee Non-audit fee Total
1 Under NT $ 2,000 thousand V
2 NT$2,000 thousand(inclusive)- NT$4,000 thousand
3 NT$4,000 thousand(inclusive)- NT$6,000 thousand
4 NT$6,000 thousand(inclusive)- NT$8,000 thousand V V
5 NT $ 8,000, thousand (inclusive) ~ NT $ 10,000 thousand
6 Over NT$10,000 thousand(inclusive)
  • (II) If the Company is in any one of the following conditions, the following information shall be disclosed:

  • (1) If the non-audit fees paid to CPAs, the CPA's accounting firm and its affiliates amounted to over one-fourth of the audit fees paid to the CPAs, the amount of audit and non-audit fees and the content of the non-audit services shall be disclosed:

Unit:NT$1,000

CPA Accounting
Firm
Nam e of CPAs Nam e of CPAs Audit
Fee
Non-audit Fee Non-audit Fee Audit
Period
Remarks
System
Design

Business
Registration
Human
Resource
Others Sub-tot
al
Pricewaterhouse
Coopers Taiwan
Cheng
Ya-Hui
Li Tien I 6,380 - 203 - 770 973 2020.1.1~
2020.12.31
The non-audit
fees are mainly
the incom e tax
exemption
application
service fee of
NT$ 720 and
dual-status
business entities
verification fee
of NT$50,etc.
  • (2) Where the CPA firm was replaced, and the audit fees in the financial year when the replacement was made were less than that in the previous financial year before the replacement, the amount of the audit fees paid before the replacement and reasons for paying said amount shall be disclosed: Not applicable.

  • (3) Where accounting fee paid has decreased for more than 15% than that of the previous year, the amount, proportion, and reason of the reduction shall be disclosed: None.

  • V. Changes of CPAs: None.

  • VI. Any of the Company’s Chairman of the Board, President, or managers in charge of finance or accounting held a position in CPA's accounting firm or its affiliates in the most recent year: None.

~58~

  • VII. Conditions of shares transfer and changes in equity pledge from the Chairman of the Board, managers, and shareholders who hold more than ten percent (10%) of the total shareholder, from the most recent financial year up to the date of publication of the Annual Report:

(I) Shares changes by Directors, Supervisors, anagers, and major shareholders

Title Nam e 2020 2020 As at April 18,2021 As at April 18,2021
Shareholding
(Number of Shares)
Amount Increased
(Decreased)
Shares Pledged
Amount Increased
(Decreased)
Shareholding
(Number of Shares)
Amount Increased
(Decreased)
Shares Pledged
Amount
Increased
(Decreased)
Chairm an of the
Board
Hsing-Hai Chen - - - -
Director
President
Ming-Chien Chang - - - -
Director
Senior Vice
President
Chih-Hong Ho - - - -
Director
Vice President
Yeong-Wen Daih 10,000 - - -
Director Shin Xin
Investment Co.,
Ltd.
- - - -
Corporate
Representative
of Directors
Chia-Neng Huang - - - -
Independent
Director
Shan-Jen Chow - - - -
Independent
Director
Tsin-Fu Jiang - - - -
Independent
Director
Cheng-Yan Chien - - - -
Senior Director
of Finance
Departm ent
Candy Chu - - - -
  • (II) Equity transfer information: None.

  • (III) Shares pledged: None.

~59~

VIII. Relationship information between the 10 largest shareholders

Name Current Shareholding Current Shareholding Spouse & Minor
Children
Children's
Shareholding
Spouse & Minor
Children
Children's
Shareholding
Shareholding by
Nominees
Shareholding by
Nominees
The name and
relationship with any
one who is a related
party or a relative
within the second
degree of kinship
among the ten largest
shareholders,
The name and
relationship with any
one who is a related
party or a relative
within the second
degree of kinship
among the ten largest
shareholders,
Remarks
Number of
Shares
Shareholding
Percentage
Number
of Shares
Shareholding
Percentage
Number
of
Shares
Shareholding
Percentage
Name
(or Name)
Relationship
Jie Yong
Investment Ltd.
14,154,000 4.95% - - - - Hsing-Hai
Chen
Chairman of
the Board of
this
company
Ming-Chie
n Chang
Director of
this
company
Representative
of Jie Yong
Investment Ltd.:
Hsing-HaiChen

8,411,629
2.94% 1,370,927 0.47% - - Jie Yong
Investment
Ltd.

Chairman of
the Board of
this
company
Hsing-Hai Chen 8,411,629 2.94% 1,370,927 0.47% - - Jie Yong
Investment
Ltd.

Chairman of
the Board of
this
company
Ming-Chien
Chang
5,523,825 1.93% 1,618,785 0.56% - - Jie Yong
Investment
Ltd.

Director of
this
company
British Virgin
Islands
merchant
KAHOW LTD.
5,222,985 1.83% - - - - Shun
Cheng
Investment
Co.,Ltd.

Subsidiary
Representative
of British Virgin
Islands
merchant
KAHOW LTD.:
MLChiou

949
- - - - - - -
Shun Cheng
Investment Co.,
Ltd.
4,807,941 1.68% - - - - British
Virgin
Islands
merchant
KAHOW
LTD.
Parent
company
Representative
of Shun Cheng
Investment Co.,
Ltd.: Ming-Hui
Chen
- - - - - - - -
Chang Wah
Electromaterials
Inc.
4,350,000 1.52% - - - - - -
Representative
of Chang Wah
Electromaterials
Inc.: Chia-Neng
Huang
- - - - - - - -
J.P. Morgan Is A
Special Account
Of JP Morgan
Securities Co.,
Ltd.

3,509,359
1.23%
Chase hosts the 3,269,000 1.14%

~60~

==> picture [482 x 202] intentionally omitted <==

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

The name and
relationship with any
Spouse & Minor one who is a related
Name Current Shareholding Children Shareholding by party or a relative Remarks
Children's Nominees within the second
Shareholding degree of kinship
among the ten largest
shareholders,
Van Garde
Group Emerging
Markets Fund
Yang-Jin Huang 3,007,000 1.05%
Chase hosts the
Advanced
Starlight
2,897,717 1.01% - - - - - -
Advanced Total
International
Equity Index.
----- End of picture text -----

IX.Shares held by the Company, its Directors, Supervisors, managers, and businesses directly or indirectly controlled by the Company as a spin-off, and the percentage of consolidated shares held:

Unit: Shares; %

held: Unit: Shares; % Unit: Shares; %
Spinoff Company Investment by the
Company
Investment by
Directors/Supervisors/managers
and by companies directly or
indirectly controlled by the
Company
Total Investm ent
Number of
Shares
Shareholding
Percentage
Number of
Shares
Shareholding
Percentage
Number of
Shares
Shareholding
Percentage
Elite Semiconductor Memory
Technology Inc.
100,000 100.00% 100,000 100.00%
CharngFengInvestment Ltd. 50,000,000 100.00% 50,000,000 100.00%
3R Semiconductor TechnogyINC. 10,000,000 100.00% 10,000,000 100.00%
Elite Silicon TechnologyInc. 7,448,960 98.01% 7,448,960 98.01%
Jie YongInvestment Ltd. 3,600,000 41.86% 2,900,000 33.72% 6,500,000 75.58%
Elite Investment Services Ltd. 15 100.00% 15 100.00%
Elite Innovation Japan Ltd. 200 100.00% 200 100.00%
Eon Silicon Solution Inc.USA 200,000 100.00% 200,000 100.00%
Elite Semiconductor Memory
Technology (Shenzhen) Inc.
100.00% 100.00%
Elite Semiconductor Microelectronics
(Shanghai)TechnologyInc.
100.00% 100.00%
CHI Microelectronics Limited. 10,000 100.00% 10,000 100.00%
HHHtech CO., Ltd. 1,500,000 75.00% 1,500,000 75.00%

Note: This docum ent is dated March 31, 2021.

~61~

Capital Overview

I. Capital and Shares

(I) Sources of Capital

Year and
Month
Price at
Issuance
Authorized Capital Authorized Capital Paid-in Capital Paid-in Capital Remarks Remarks
Number of Shares
(Thousand Shares)
Value
(NT$ 1,000)
Number of Shares
(Thousand Shares)
Value
(NT$ 1,000)
Sources of Capital Increase of Capital by
Assets Other Than Cash
Others
1998.5 10 30,000
300,000

10,540
105,400 Capital Shares at Founding Technical Value
NT$ 10,540 thousand
Note 1
1999.4 10 30,000
300,000

28,571
285,715 Increase of Capital in Cash
NT$ 162,284 thousand
Technical value
NT$ 18,031 thousand
Note 2
1999.7 10 30,000
300,000

30,000
300,000 Recapitalization of Retained Earnings
NT$ 14,285 thousand
Nil Note 3
2000.9 10 100,000
1,000,000

55,453
554,530 Recapitalization of Retained Earnings
NT$ 254,530 thousand
Nil Note 4
2001.9 10 100,000
1,000,000

100,000
1,000,000 Recapitalization of Retained Earnings
NT$ 445,470 thousand
Nil Note 5
2002.9 10 150,000
1,500,000

137,500
1,375,000 Recapitalization of Retained Earnings
NT$ 375,000 thousand
Nil Note 6
2003.9 10 180,000
1,800,000

158,125
1,581,250 Recapitalization of Retained Earnings
NT$ 206,250 thousand
Nil Note 7
2004.9 10 210,000
2,100,000

177,891
1,778,906 Recapitalization of Retained Earnings
NT$ 197,656 thousand
Nil Note 8
2005.9 10 260,000
2,600,000

204,574
2,045,742 Recapitalization of Retained Earnings
NT$ 266,836 thousand
Nil Note 9
2006.2 10 260,000
2,600,000

207,833
2,078,325 Increase of Capital by Merger
NT$32,583thousand
Nil Note 10
2006.9 10 260,000
2,600,000

216,665
2,166,654 Recapitalization of Retained Earnings
NT$ 88,329 thousand
Nil Note 11
2007.9 10 260,000
2,600,000

227,365
2,273,654 Recapitalization of Retained Earnings
NT$ 107,000 thousand
Nil Note 12
2008.9 10 260,000
2,600,000

239,007
2,390,071 Recapitalization of Retained Earnings
NT$ 116,417 thousand
Nil Note 13
2008.11 17.65 260,000
2,600,000

241,532
2,415,321 Exercising of Employee Stock Options
of NT$ 25,250 thousand
Nil Note 14
2009.4 17.65 260,000
2,600,000

241,995
2,419,951 Exercising of Employee Stock Options
of NT$ 4,630 thousand
Nil Note 15

~62~

Year and
Month
Price at
Issuance
Authorized Capital Authorized Capital Paid-in Capital Paid-in Capital Remarks Remarks
Number of Shares
(Thousand Shares)
Value
(NT$ 1,000)
Number of Shares
(Thousand Shares)
Value
(NT$ 1,000)
Sources of Capital Increase of Capital by
Assets Other Than Cash
Others
2009.5 17.65 260,000
2,600,000

242,251
2,422,519 Exercising of employee stock options
NT$ 2,568 thousand
Nil Note 16
2009.9 17.65 260,000
2,600,000

242,340
2,423,404 Exercising of Employee Stock Options
of NT$ 885 thousand
Nil Note 17
2010.1 16.65 260,000
2,600,000

244,310
2,443,101 Exercising of Employee Stock Options
of NT$ 19,697 thousand
Nil Note 18
2010.4 16.65 260,000
2,600,000

244,683
2,446,834 Exercising of Employee Stock Options
of NT$ 3,733 thousand
Nil Note 19
2010.5 16.65 300,000
3,000,000

245,422
2,454,221 Exercising of Employee Stock Options
of NT$ 7,387 thousand
Nil Note 20
2010.7 16.65 300,000
3,000,000

245,874
2,458,749 Exercising of Employee Stock Options
of NT$ 4,528 thousand
Nil Note 21
2011.1 15.65 300,000
3,000,000

246,035
2,460,351 Exercising of Employee Stock Options
of NT$ 1,602 thousand
Nil Note 22
2011.4 15.65 300,000
3,000,000

246,224
2,462,246 Exercising of Employee Stock Options
of NT$ 1,895 thousand
Nil Note 23
2011.7 15.65 300,000
3,000,000

246,291
2,462,911 Exercising of Employee Stock Options
of NT$ 665 thousand
Nil Note 24
2011.11 14.7
10
350,000
3,500,000

259,777
2,597,774 Exercising of Employee Stock Options
of NT$ 1,638 thousand and stock swap
of NT$ 133,225 thousand
Nil Note 25
2012.4 14.7 350,000
3,500,000

260,522
2,605,229 Exercising of Employee Stock Options
of NT$7,455 thousand
Nil Note 26
2012.7 14.7 350,000
3,500,000

260,741
2,607,414 Exercising of Employee Stock Options
of NT$ 2,185 thousand
Nil Note 27
2012.7 - 350,000
3,500,000

266,741
2,667,414 Issuance of New R estricted Employee
Shares Amounted NT$ 60,000
thousand
Nil Note 28
2013.1 14.2 350,000
3,500,000

267,175
2,671,749 Exercising of Employee Stock Options
of NT$ 5,285 thousand
Cancellation of restricted employee
shares of NT$ 950 thousand
Nil Note 29
2013.6 - 350,000
3,500,000

266,980
2,669,799 Cancellation of Restricted Employee
Shares NT$ 1,950 thousand
Nil Note 30
2013.11 - 350,000
3,500,000

266,873
2,668,729 Cancellation of Restricted Employee
Shares NT$ 1,070 thousand
Nil Note 31

~63~

Year and
Month
Price at
Issuance
Authorized Capital Authorized Capital Paid-in Capital Paid-in Capital Remarks Remarks
Number of Shares
(Thousand Shares)
Value
(NT$ 1,000)
Number of Shares
(Thousand Shares)
Value
(NT$ 1,000)
Sources of Capital Increase of Capital by
Assets Other Than Cash
Others
2014.5 - 350,000
3,500,000

266,782
2,667,819 Cancellation of Restricted Employee
Shares NT$ 910 thousand
Nil Note 32
2014.11 24.3 350,000
3,500,000

271,454
2,714,544 Cancellation of Restricted Employee
Shares NT$ 600 thousand
Exercising of Employee Stock Options
of NT$ 47,325 thousand
Nil Note 33
2015.4 24.3 350,000
3,500,000

272,424
2,724,241 Cancellation of Restricted Employee
Shares NT$ 140 thousand
Exercising of Employee Stock Options
of NT$ 9,837 thousand
Nil Note 34
2015.10 22.8 350,000
3,500,000

272,514
2,725,144 Exercising of Employee Stock Options
of NT$ 903 thousand
Nil Note 35
2016.1 22.8 350,000
3,500,000

272,834
2,728,344 Exercising of Employee Stock Options
of NT$ 3,200 thousand
Nil Note 36
2016.4 22.8 350,000
3,500,000

273,103
2,731,026 Exercising of Employee Stock Options
of NT$ 2,682 thousand
Nil Note 37
2016.8 22.8 350,000
3,500,000

281,518
2,815,177 Exercising of Employee Stock Options
of NT$ 1,415 thousand
Stock Issued Pursuant to Acquisitions
NT$ 82,736 thousand
Nil Note 38
2016.10 21.8 350,000
3,500,000

281,924
2,819,239 Exercising of Employee Stock Options
of NT$ 4,062 thousand
Nil Note 39
2017.1 21.8 350,000
3,500,000

282,574
2,825,737 Exercising of Employee Stock Options
of NT$ 6,498 thousand
Nil Note 40
2017.4 21.8 350,000
3,500,000

283,281
2,832,814 Exercising of Employee Stock Options
of NT$ 7,077 thousand
Nil Note 41
2017.7 20.9 350,000
3,500,000

284,025
2,840,252 Exercising of Employee Stock Options
of NT$ 7,438 thousand
Nil Note 42
2017.10 20.9 350,000
3,500,000

284,699
2,846,992 Exercising of Employee Stock Options
of NT$ 6,740 thousand
Nil Note 43
2018.1 20.9 350,000
3,500,000

285,759
2,857,589 Exercising of Employee Stock Options
of NT$ 10,597 thousand
Nil Note 44
2021.1 57.6 350,000
3,500,000

286,099
2,860,999 Exercising of Employee Stock Options
of NT$ 3,409 thousand
Nil Note 45

~64~

Year and
Month
Price at
Issuance
Authorized Capital Authorized Capital Paid-in Capital Paid-in Capital Remarks Remarks
Number of Shares
(Thousand Shares)
Value
(NT$ 1,000)
Number of Shares
(Thousand Shares)
Value
(NT$ 1,000)
Sources of Capital Increase of Capital by
Assets Other Than Cash
Others
2021.5 57.6 350,000
3,500,000

286,129
2,861,295 Exercising of Employee Stock Options
of NT$ 297 thousand
Nil Note 46

Approval Date and Num ber by FSC Securities and Futures Bureau

Approval Date and Num ber by Science Park Bureau

Note 1 Established in May - 1998 Note 2 Increase of Capital - in April 1999 Note 3 Increase of Capital - in July 1999 Increase of Capital Note 4 Taiwan Financial Securities (1) No. 31221 on April 21, 2000 in September 2000 Increase of Capital Note 5 (2001) Taiwan Financial Securities (1) No. 144603 on July 10, 2001 in September 2001 Increase of Capital Note 6 Taiwan Financial Securities (1) No. 0910139350 on July 16, 2002 in September 2002 Increase of Capital Note 7 Taiwan Financial Securities (1) No. 0920129883 on July 4, 2003 in September 2003 Increase of Capital Note 8 Financial Supervisory Securities (1) No. 0930132757 on July 22, 2004 in September 2004 Increase of Capital Note 9 Financial Supervisory Securities (1) No. 0940129095 on July 20, 2005 in September 2005 Increase of Capital Financial Supervisory Securities (1) No. 0940147723 on Novem ber 1, Note 10 in Februrary 2006 2005 Increase of Capital Note 11 Financial Supervisory Securities (1) No. 0950131360 on July 19, 2006 in September 2006 Increase of Capital Note 12 Financial Supervisory Securities (1) No. 0960036695 on July 16, 2007 in September 2007 Increase of Capital Note 13 Financial Supervisory Securities (1) No. 0970035546 on July 15, 2008 in September 2008 Increase of Capital Note 14 Financial Supervisory Securities (1) No. 0950128713 on July 6, 2006 in Novem ber 2008 Increase of Capital Note 15 Financial Supervisory Securities (1) No. 0950128713 on July 6, 2006 in April 2009

(1998) Park Comm ercial No. 013135 on June 2, 1998 (1999) Park Comm ercial No. 007633 on April 19, 1999 (1999) Park Comm ercial No. 014586 on July 6, 1999 Park Comm ercial No. 019842 on September 15, 2000 (2001 Park Comm ercial No. 023715 on September 20, 2001 Park Comm ercial No. 0910022134 on September 18, 2002 Park Comm ercial No. 0920025611 on September 10, 2003 Park Comm ercial No. 0930025291 on September 20, 2004 Park Comm ercial No. 0940024896 on September 19, 2005 Park Comm ercial No. 0950002485 on February 3, 2006 Park Comm ercial No. 0950024568 on September 21, 2006 Park Comm ercial No. 0960024944 on September 19, 2007 Park Comm ercial No. 0970026074 on September 22, 2008 Park Comm ercial No. 0970032595 on November 21, 2008 Park Comm ercial No. 0980009444 on April 14, 2009

~65~

Approval Date and Num ber by FSC Securities and Futures Bureau

Approval Date and Num ber by Science Park Bureau

Note 16 Increase of Capital
in May 2009
Financial Supervisory Securities (1) No. 0950128713 on July 6, 2006 Park Comm ercial No. 0980012992 on May 13, 2009
Note 17 Increase of Capital
in September 2009
Financial Supervisory Securities (1) No. 0950128713 on July 6, 2006 Park Comm ercial No. 0980025248 on September 10, 2009
Note 18 Increase of Capital
in September 2010
Financial Supervisory Securities (1) No. 0950128713 on July 6, 2006 Park Comm ercial No. 0990002583 on January 28, 2010
Note 19 Increase of Capital
in April 2010
Financial Supervisory Securities (1) No. 0950128713 on July 6, 2006 Park Comm ercial No. 0990009166 on Apil 13, 2010
Note 20 Increase of Capital
in May 2010
Financial Supervisory Securities (1) No. 0950128713 on July 6, 2006 Park Comm ercial No. 0990013413 on May 13, 2010
Note 21 Increase of Capital
in July 2010
Financial Supervisory Securities (1) No. 0950128713 on July 6, 2006 Park Comm ercial No. 0990018991 on July 7, 2010
Note 22 Increase of Capital
in January 2011
Financial Supervisory Securities (1) No. 0950128713 on July 6, 2006 Park Comm ercial No. 1000001111 on January 13, 2011
Note 23 Increase of Capital
in April 2011
Financial Supervisory Securities (1) No. 0950128713 on July 6, 2006 Park Comm ercial No. 1000009811 on April 15, 2011
Note 24 Increase of Capital
in July 2011
Financial Supervisory Securities (1) No. 0950128713 on July 6, 2006 Park Comm ercial No.1000019060 on July 6, 2011
Note 25 Increase of Capital
in Novem ber 2011
Financial Supervisory Securities (1) No. 0950128713 on July 6, 2006
Financial Supervisory S ecurities Issued No. 1000047861 on October 13,
2011
Park Comm ercial No. 1000035125 on November 28, 2011
Note 26 Increase of Capital
in April 2012
Financial Supervisory Securities (1) No. 0950128713 on July 6, 2006 Park Comm ercial No. 1010009398 on April 3, 2012
Note 27 Increase of Capital
in June 2012
Financial Supervisory Securities (1) No. 0950128713 on July 6, 2006 Park Comm ercial No.1010020247 on July 9, 2012
Note 28 Increase of Capital
in October 2012
Financial Supervisory Securities Issued No. 1010030033 on July 9, 2012 Park Comm ercial No. 1010031715 on October 15, 2012
Note 29 Increase of Capital
in January 2013
Financial Supervisory Securities (1) No. 0950128713 on July 6, 2006 Park Comm ercial No. 1020000199 on January 7, 2013
Note 30 Decrease in Capital
in June 2013
Financial Supervisory Securities Issued No. 1010030033 on July 9, 2012 Park Comm ercial No. 1020018681 on June 28, 2013
Note 31 Decrease in Capital
in Novem ber 2013
Financial Supervisory Securities Issued No. 1010030033 on July 9, 2012 Park Comm ercial No. 1020036135 on November 27, 2013
Note 32 Decrease in Capital
in May 2014
Financial Supervisory Securities Issued No. 1010030033 on July 9, 2012 Hsinchu Commercial No. 1030015402 on M ay 29, 2014
Note 33 Increase of Capital
in Novem ber 2014
Financial Supervisory Securities Issued No. 1000064985 on January 10,
2012
Hsinchu Commercial No. 1030034996 on November 28, 2014

~66~

Approval Date and Num ber by FSC Securities and Futures Bureau

Approval Date and Num ber by Science Park Bureau

Increase and Financial Supervisory Securities Issued No. 1010030033 on July 9, 2012
Note 34 Decrease of C apital Financial Supervisory Securities Issued No. 1000064985 on January 10, Hsinchu Commercial No. 1040010347 on April 17, 2015
in April 2015 2012
Note 35 Increase of Capital
in October 2015
Financial Supervisory Securities Issued No. 1000064985 on January 10,
2012
Hsinchu Commercial No. 1040029657 on October 15, 2015
Note 36 Increase of Capital
in January 2016
Financial Supervisory Securities Issued No. 1000064985 on January 10,
2012
Hsinchu Commercial No. 1050001500 on January 19, 2016
Note 37 Increase of Capital
in April, 2016
Financial Supervisory Securities Issued No. 1000064985 on January 10,
2012
Hsinchu Commercial No. 1050009686 on April 13, 2016
Note 38 Increase of Capital
in August 2016
Financial Supervisory Securities Issued No. 1000064985 on January 10,
2012
Financial Supervisory Securities Issued No. 1050014535 on M ay 4, 2016
Hsinchu Commercial No. 1050021881 on August 5, 2016
Note 39 Increase of Capital
in October 2016
Financial Supervisory Securities Issued No. 1000064985 on January 10,
2012
Hsinchu Commercial No. 1050028662 on October 18, 2016
Note 40 Increase of Capital
in January 2017
Financial Supervisory Securities Issued No. 1000064985 on January 10,
2012
Hsinchu Commercial No. 060001396 on January 19, 2017
Note 41 Increase of Capital
in April 2017
Financial Supervisory Securities Issued No. 1000064985 on January 10,
2012
Hsinchu Commercial No. 1060009648 on April 14, 2017
Note 42 Increase of Capital
in July 2017
Financial Supervisory Securities Issued No. 1000064985 on January 10,
2012
Hsinchu Commercial No. 1060019320 on July 18, 2017
Note 43 Increase of Capital
in October 2017
Financial Supervisory Securities Issued No. 1000064985 on January 10,
2012
Hsinchu Commercial No. 1060028218 on October 16, 2017
Note 44 Increase of Capital
in January 2018
Financial Supervisory Securities Issued No. 1000064985 on January 10,
2012
Hsinchu Commercial No. 1070002487 on January 16, 2018
Note 45 Increase of Capital
in April 2021
Financial Supervisory Securities Issued No. 1050014535 on M ay 4, 2016 Hsinchu Commercial No. 1100010380 on April 15, 2021
Note 46 Increase of Capital
in May 2021
Financial Supervisory Securities Issued No. 1050014535 on M ay 4, 2016 Change registration has not yet been made as of the date of
publication.

~67~

(II) Category of Shares

Shareholding record date: April 18, 2021; Unit: Shares

Category of Shares Authorized Capital Authorized Capital Remarks
Outstanding Unissued shares
Total
Registered Common 286,129,503 63,870,497 350,000,000 Listed on March 4, 2002

Note: shares of a listed company(Includes 29,607 shares that have not yet been registered for change).

(III) Shareholder Structure

Record date: April 18, 2021

Shareholder
Structure
Quantity
Government
Agencies

Financial
Institutions
Other
Institutional
Shareholders
Domestic
Natural
Persons
Foreign Institutions
and Foreign Natural
Persons

Total
Num ber of 2 40 173 47,982 183 48,380
Num ber of Shares 876,000 13,226,139 32,616,010 199,961,056 39,450,298 286,129,503
Shareholding 0.30% 4.62% 11.40% 69.89% 13.79% 100.00%

Note: Percentage of shareholding from China: None.

(IV) Distribution of Equities (nominal value of NT$ 10 per share) 1. Ordinary Shares:

Record Date: April 18, 2021

Range of Shareholding Num ber of Shareholders Num ber of Shares Held Num ber of Shares Held
1 to 999 17,884 1,254,676 0.44
1,000 to 5,000 26,199 45,571,715 15.93
5,001 to 10,000 2,224 17,869,611 6.25
10,001 to 15,000 603 7,762,514 2.71
15,001 to 20,000 362 6,772,637 2.37
20,001 to 30,000 328 8,425,523 2.95
30,001 to 40,000 154 5,626,654 1.97
40,001 to 50,000 125 5,842,765 2.04
50,001 to 100,000 204 14,642,955 5.12
100,001 to 200,000 128 17,765,770 6.21
200,001 to 400,000 72 20,058,140 7.01
400,001 to 600,000 25 12,347,868 4.31
600,001 to 800,000 26 18,206,762 6.36
800,001 to 1,000,000 11 9,564,835 3.34
1,000,001 or more 35 94,417,078 32.99
Total 48,380 286,129,503 100.00
  1. Preferred Shares: None.

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(V)List of Major Shareholders:

Record date: April 18, 2021

Shareholding
Shareholder's Name
Number of Shares Held Percentage (%)
Jie Yong Investment Ltd. 14,154,000 4.95%
Hsing-Hai Chen 8,411,629 2.94%
Ming-Chien Chang 5,523,825 1.93%
British Virgin Islands merchant KAHOW LTD. 5,222,985 1.83%
Shun Cheng Investment Co., Ltd. 4,807,941 1.68%

Chang Wah Electromaterials Inc.
4,350,000 1.52%
J.P. Morgan Is A Special Account Of JP Morgan
Securities Co., Ltd.
3,509,359 1.23%
Chase hosts the Van Garde Group Emerging
Markets Fund
3,269,000 1.14%
Yang-Jin Huang 3,007,000 1.05%
Chase hosts the Advanced Starlight Advanced
Total International Equity Index.
2,897,717 1.01%

(VI)Per Share Market Price, Net Book Value, Earnings and Dividends and Related Information over the Past Two Financial Years

Unit: NT$ Unit: NT$
Item Year 2019 2020 As at March 31.
2021
Market Price
Per Share
Highest 40.40 66.70 108.00
Lowest 28.75 23.70 57.20
Average 32.44 40.00 79.52
Net Book Value
Per Share
Before Distribution 26.11 28.92 31.18
After Distribution 25.11 (Note 1) N/A
Earnings Per
Share
Weighted Average Number of
Shares(thousand shares)
280,133 279,909 279,897
Earnings Per
Share
Before Adjustment 1.78 3.85 2.30
After Adjustment 1.78 (Note 1) N/A
Dividends Per
Share
Cash Dividends 1.00 (Note 1) N/A
Free
Allotment
Dividends from
Retained Earnings
(Note 1) N/A
Dividends from
Capital Reserves

(Note 1) N/A
Cumulative Unpaid Dividends
Investment
Return Analysis
Price-Earnings Ratio(Note 2) 18.22 10.39 34.57
Price-Dividend ratio(Note 3) 32.44 (Note 1) N/A
Cash Dividend Yield %(Note 4) 3.08 (Note 1) N/A

Note 1: Verdict after the resolution of the Annual Shareholders’ Meeting.

Note 2: Price-Earnings ratio = Average per share closing price of the year/earnings per share.

Note 3: Price-Dividend ratio = Average closing price per share of the year/cash dividends per share Note 4: Cash dividend yield %= cash dividend per share/current year average per share closing price.

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  • (VII)Dividend Policy and Implementation Status

  • (1) Dividend policy as set out in the Articles of Association:

The Company's industrial life cycle is still in the growth stage. More than 5% of the total dividend distribution of shareholders is planned to be distributed in cash, and the rest will be distributed in the form of shares.

  • (2) The Company's Board of Directors' plan for reserve distribution and capital reserve allocation for FY2020 is as follows:

    1. The surplus distribution of cash dividend of NT$2,000 per thousand shares (rounded off to the nearest dollar), as approved in the 2021 Annual Shareholders' Meeting , authorizes the Chairman of the Board to set a separate ex-dividend date, payment date, and other related matters.

    2. Where the dividend distribution rate of NT$2.0 per share is maintained in the proposed appropriation of earnings, if, prior to the ex-dividend date, the number of outstanding shares is affected by any amendment by the competent authorities or by any change in the Company's share capital, such as the conversion of employee stock warrants into common shares, which subsequently results in a change in the earnings distribution, it is intended that the shareholders will authorize the Chairperson of the Board of Directors to exercise his or her full authority to deal with such changes.

  • (3) Any expected material changes to the dividend policy shall be further explained: The Company's dividend policy shall consider the company's current and future investment environment, capital requirement, domestic and foreign competition conditions, and capital budgets, in order to safeguard the shareholders' interests, maintain a balanced between dividend payouts and long-term financial plan. On an annual basis, the Board of Directors will formulate a distribution plan and report it to the Shareholders' Meeting. If there is a surplus in the Company's annual accounting, the Company shall, in the following order, pay taxes and make up losses, set aside 10% of the statutory surplus reserve and if necessary, allocate a special surplus reserves. At least 20% of the financial year's profits shall be distributed as dividends and bonus after allocating a reasonable amount according to the needs of business operations.

  • (VIII) The impact on the Company's business performance and Earnings Per Share (EPS) for allotment of free shares proposed at the shareholder's meeting: N/A

  • (According to the regulations of Financial Supervisory Securities (6) No. 0930005938 “Regulations Governing the Publication of Financial Forecasts of Public Companies” by the Financial Supervisory Commission on December 9, 2004 , the Company does not need to disclose the financial forecast information for 2021)

  • (IX) Employees' Compensation and Directors' and Supervisors' Remuneration

  • Quantity or scope of compensation for employees, Directors, and Supervisors as prescribed under the Articles of Incorporation:

~70~

Article 24-1 of the Company's Articles of Association stipulates that the Company shall allocate no more than five percent (5%) of its annual profits for compensations to the Directors and no less than one percent (1%) for compensations to the employees. However, the Company shall set aside a sufficient amount to offset its accumulated losses. The compensation shall be distributed, in shares or in cash, to the employees of the Company or the qualified employees of the affiliated companies.

The profit for the year referred in the first clause is referred to the Profit Before Tax for the year, before deducting employees' compensation, and remuneration to Directors and Supervisors.

  1. The basis for estimating the amount of compensation and remuneration to the employees, Directors, and Supervisors in the current period shall be the basis for calculating of the number of shares to be distributed as employees' remuneration, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure:

The basis for estimating the employees' compensation and the Directors' and Supervisors' remuneration during the current period is detailed in the aforementioned "1. Statement". When the actual number of employees' compensation and the Directors' and Supervisors' remuneration is different from the estimated amount, this shall be an accounting estimates changes and will be adjusted in the profit and loss for the following year.

  1. Information of the proposed employees' comentation approved by the Board of Directors:
djusted in the profit and loss for the following year.
formation of the proposed employees' comentation approved by
irectors:
the Board of
Remuneration to Directors and Supervisors
Cash (NT $)
13,224,899
Employees' Compensation
Cash (NT $)
66,124,493
Proposed distribution of employee shares compensation
Amount
T he ratio of the total Net Profit After Tax and otal employees'
compensation for the current period

Estimated Earnings Per Share after proposed allotment of
employee remuneration and Directors’ and Supervisors'
remuneration:
(NT D)
3.85

~71~

  1. Distribution of employee bonus and Directors' and Supervisors' remuneration from the earnings of 2018:

Unit:NT$1,000

Unit:NT$1,000
2019
Actual distributed
amount as resolved in
the Shareholders'
Meeting
Proposed
distribution by
the Board of
Directors
Discrepancies
Reason
I. Distribution
1. Employees' Cash Compensation
(NT $ thousand)
2. Employees' Shares Bonus
(1) Amount
(2) Proportion of total Net Profit After
Tax and total employees'
compensation for the current period
3. Remuneration for Directors and
Supervisors(NT$thousand)
29,970
29,970











5,994
5,994

II. Relevant information on Earnings
per Share:
1. Original Earnings Per Share
(Note 1)
2. Calculation of Earnings Per
Share(Note 2)
NT $1.78
NT $1.78


NT $1.78
NT $1.78

Note 1: The calculation was not adjusted according to the ratio of earning reserves and employee com pensation to the increase of capital in 2020.

Note 2: The calculation of Earnings P er Share = (Net Profit - em ployees' compensation -Directors' and Supervisors' remuneration) / (weighted average number of shares outstanding in the current year)

(X) Shares Buyback: None.

  • II. The issuance of corporate bonds, preferred shares, overseas depository receipts, employee stock options, and mergers and acquisitions (including mergers, acquisitions, and divestment) and implementation of funds utilization plans.

  • (I) Issuance of corporate bonds: None.

  • (II) Issuance of preferred shares: None.

  • (III) Issuance of overseas depository receipts: None.

  • (IV) Issuance of employee stock options:

~72~

1. Issuance of employee stock options

As at March 31, 2021 Unit:Share,%,N T$

1. Issuance of employee stock options As at March 31, 2021
Unit:Share,%,N T$
Category of employee stock options The Company received the employee stock options of the
original Eon Silicon Solution Inc. due to the merger
Declaration Effective Date May 4, 2016
Date of Issuance(Placem ent) May4,2016
Number of Options Issued 1,175,443
Ratio of subscribable shares to total issued and outstanding
shares
0.41%
Duration of Subscription Duration till August 18, 2023
Method for Exercising the Options Issuance of New Shares
Restrictions on the Option Exercise Period and Exercise
Ratio (%)
Expiration of 2 years: 50%
Expiration of 3 years: 75%
Expiration of 42years: 100%
Shares Exercised 340,971
Total Value ofSharesSubcribed byExercising Option 19,639,930
Number of Shares Unsubscribed 71,174
Subscription Price Per Share of the Unsubscribed Shares NT$ 57.60
Ratio of the Amount of Unsubscribed Options to the Total
Number of Issued Shares
0.02%
Impact to Shareholders’ Equity Limited impact of dilution to the existing ordinary
shareholders' equity
  1. Restriction on employees' right to subsribe new shares: None.

  2. 3.The names of the managers and top ten employees who obtained the employee stock option certificates, and the status acquisition and subscription:

As at March 31, 2021 Unit:Share,%,N T$

As at March 31, 2021
Unit:Share,%,N T$
As at March 31, 2021
Unit:Share,%,N T$
As at March 31, 2021
Unit:Share,%,N T$
Title Nam e Shares
Option
Ratio of
subscribabl
e shares to
total issued
and Shares
Option
Shares Exercised Unsubscribed Share
Shares
Exercised
Subscri
ption
Price
Per
Share
of the
Shares
Exercis
ed


Total Value
of Shares
Subcribed
by
Exercising
Option
Ratio of
subscribable
shares to total
issued and
Shares
Exercised
Num be
r of
Shares
Unsubs
cribed
Subscri
ption
Price
Per
Share
of the
Unsubs
cribed
Shares
Total Value of
Shares
Unsubscribed
Ratio of
subscribable
shares to total
issued and
Num ber of
Shares
Unsubscribed
Mana
ge
NA
Staff Technical
Associate
Cheng, Po
Yuan
282,346

0.09868% 225,289 57.6 12,976,646 0.07874% 57,057 57.6 3,286,483 0.01994%
Technical
Associate
Wu Shuqi
Senior Chief
Engineer
Huang
Shim in
Senior Chief
Engineer
Tong Ziy un

Technical
m anager
Li Kuiwang

Technical
Associate
Jiang
Lanqing
Technical
Associate
Liu
Guanhui
Senior Account
Manager
Xu Zijie
Technical
Associate
Huang
Jiancheng
Technical
m anager
Chen
Boling

~73~

  1. The names of the managers and top ten employees who obtained the new restricted employees' right shares, and the acquisition status: None.

  2. (V) Mergers, acquisitions or issuance of new shares to acquire shares of other companies: None.

  3. (VI) Implementation of capital utilization plan: Up to the quarter preceding the date of publication of the Annual Report, the Company has no incomplete issuance or placement of private securities or completed placement where the benefits of the plan have yet to be realized in the past three years.

~74~

Business Operations Overview

I. Business Activities

(I) Business Scope

The Company is a professional integrated circuit (IC) design company, the main business is research, development, manufacturing, and sales of DRAM, Flash Memory, analog integrated circuit, analog and digital mixed-signal IC and product design related to the Company's business and R & D technical services. The IC revenue in 2020 was NT$15,267,139 thousand, accounted for 100% of the operating ratio.

With the increasingly enhanced functions of terminal electronic products, the easier operation interface and the humanized application interface and functions designed by its application software, such as artificial intelligence (AI), the imminent fifth generation mobile communication generation (5G) and entering of the commercial stage, due to the characteristics of faster transmission, high-frequency bandwidth, high density and low latency, it is conducive to the development of services such as big data, artificial intelligence, and the Internet of Things, which can drive value-added innovative applications such as high-quality audio-visual entertainment, smart medical, smart factories, self-driving cars, drones, and smart cities, as well as various emerging application fields to make memory ICs a key component of electronic products. The relative capacity, operating speed and low power consumption requirements are also becoming stricter. In addition to continuing to focus on the development of high-density, high-speed and low-power memory ICs, the company will also speed up the development of flash memory, analog, analog and digital mixed-signal ICs in response to industry development and market demand. The product line enhances product competitiveness and develops towards product diversification.

(II) Industry Overview

1. Current situation and development of the industry

The TSIA (Taiwan Semiconductor Industry Association) pointed out today that according to WSTS statistics, the global semiconductor market sales in Q4 2020 were US$118.9 billion, an increase of 4.7% from the previous quarter and 9.6% from the same period in 2019. The sales volume reached US$262.0 billion, an increase of 5.2% from the previous quarter and 10.5% from the same period in 2019. The ASP was US$0.454, a decrease of 0.4% from the previous quarter and 0.8% from the same period in 2019.

The global semiconductor market reported total annual sales of US$440.4 billion in 2020, an increase of 6.8% from 2019. The total sales reached US$953.7 billion in 2019, an increase of 2.3% from 2019, whereas the ASP recorded US$0.462 in 2020, an increase of 4.4% from 2019.

In the fourth quarter of 2020, sales in the U.S. semiconductor market reached $26.3 billion, an increase of 9.3% from the previous quarter and 16.4% from the same period in 2019. Sales in Japan's semiconductor market reached US$9.9 billion, an increase of 8.0% from the previous quarter and 8.4% from the same period in 2019. Sales in Europe's semiconductor market reached US$10.2 billion, an increase of 11.7% from the previous quarter and 5.5% from the same period in 2019. China market reached US$39.8 billion, a 1.5% decline from the previous quarter and a 4.0% increase from the same period in 2019. Asia Pacific semiconductor market sales reached US$32.6 billion, an increase of 6.3% from the previous quarter and 13.3% from the same period in 2019.

As regards total annual sales in 2020, the U.S. semiconductor market reached US$95.4 billion, an increase of 21.3% from 2019. Japan's semiconductor market reached US$36.5 billion, an increase of 1.3% from 2019. Europe's semiconductor market recorded US$37.5 billion, a decrease of 5.8% from 2019. Mainland China market reached US$151.5 billion, an

~75~

increase of 4.8% from 2019. Asia Pacific semiconductor market reached US$119.5 billion, an increase of 5.4% from 2019. The global semiconductor annual sales totaled US$440.4 billion in 2020, an increase of 6.8% from 2019.

According to statistics from the Industry, Science and Technology International Strategy Center, Industrial Technology Research Institute (ITRI), Taiwan's IC industry output (including IC design, IC manufacturing, IC packaging, and IC testing) reached NT$881.7 billion (US$29.8 billion) in the fourth quarter of 2020, an increase of 1.7% from the previous quarter and 16.9% from the same period in 2019.

Specifically, the IC design output was NT$247.0 billion (US$8.3 billion), up 1.4% from the previous quarter and 30.6% from the same period in 2019; the IC manufacturing output was NT$493.2 billion (US$16.7 billion), up 2.6% from the previous quarter and 15.7% from the same period in 2019, of which the foundry industry was NT$436.9 billion (US$14.8 billion), up 1.3% from the previous quarter and 13.5% from the same period in 2019. The output of memory and other products was NT$56.3 billion (US$1.9 billion), up 14.7% from the previous quarter and 36.7% from the same period in 2019.

The IC packaging output was NT$98.0 billion (US$3.3 billion), a 1.0% decrease from the previous quarter and a 1.6% increase from the same period in 2019; the IC testing output was NT$43.5 billion (US$1.5 billion), a 1.1% decrease from the previous quarter and a 2.4% increase from the same period in 2019. The exchange rate against the U.S. dollar is calculated at 29.6.

According to statistics from the Industry, Science and Technology International Strategy Center, ITRI, the output value of Taiwan's IC industry reached NT$3,222.2 billion (US$108.9 billion) in 2020, an increase of 20.9% from 2019. Specifically, the IC design reached NT$852.9 billion (US$28.8 billion), an increase of 23.1% from 2019.

The IC manufacturing accounted for NT$1,820.3 billion (US$61.5 billion), up 23.7% from 2019, including NT$1,629.7 billion (US$55.1 billion) for foundries, up 24.2% from 2019, and NT$190.6 billion (US$6.4 billion) for memory and other products, up 19.4% from 2019. The IC packaging accounted for NT$377.5 billion (US$12.8 billion), up 9.0% from 2019, while the IC testing accounted for NT$171.5 billion (US$5.8 billion), up 11.1% from 2019.

The statistical results of Taiwan's IC industry output value from 2017 to 2020

Unit: NT$100million

Growth Rate Growth Rate in
2017 2018 2019
2020
in 2019 2020
IC IndustryOutput Value 24,623 26,199 26,656 1.7% 32,222 20.9%
IC Design Industry 6,171 6,413 6,928 8.0% 8,529 23.1%
IC ManufacturingIndustry 13,682 14,856 14,721 -0.9% 18,203 23.7%
Wafer Foundry 12,061 12,851 13,125 2.1% 16,297 24.2%
Manufacturing Own
Products
1,621 2,005 1,596 20.4% 19.4%
1,906
IC PackagingIndustry 3,330 3,445 3,463 0.5% 3,775 9.0%
IC TestingIndustry 1,440 1,485 1,544 4.0% 1,715 11.1%
IC Product Output Value 7,792 8,418 8,524 1.3% 10,435 22.4%
Global Semiconductor
Growth Rate
21.6% 13.7% - -12.1% 6.8%
-

Source: TSIA ITRI IEK (2021/02)

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2. Semiconductor upstream, middle and downstream correlation diagram

Circuit Design
Logic Circuit design Wafer Manufacturing Packaging
Graphic Design
Mask Design
Mask Alignment T esting
Combination
Silicon Wafer
Production
Wafer Cutting
Wafer Grindin g
Microview Etching
Oxidation, Diffusion, CVD, Ion
Implantation
Metal Sputtering
Photoresist Coating
Wafer Probing
Wafer Dicing
Die Bondin g
Wire Bonding
Packaging
Final T esting
Oxidation

The following describes the relative industrial characteristics of the abovementioned IC industry upstream, midstream and downstream, as follows:

A. IC Design

IC design company is an integrated circuit product design company. Its main business is to design product sales or design directly entrusted by the customers. It is a brain-intensive industry, it requires much smaller capital than the wafer manufacturing plants. There is a fairly complete semiconductor industry support structure in Taiwan and IC design talents are increasingly abundant, which has prompted many manufacturers to invest in this industry.

  • B. IC Manufacturing and Foundry

The main business of the IC manufacturing company is to convert the designed circuit into a chip with sophisticated equipment, complex manufacturing processes, and strict quality control. This industry is capital and technology-intensive, and the barriers to entry are quite high. At present, the cost of constructing a 12-inch wafer fab is about NT$ 100 billion, and the subsequent maintenance and research and development costs must continue to be invested to maintain the effective operation of the IC fab.

  • C. IC Packaging and Testing

However, the barriers to entry for this industry are much lower than those for wafer manufacturing, and its profit comes from the fixed revenue of processing. The key factors that affect its profitability are the equipment utilization rate and personnel costs. The IC design industry is an upstream industry in the industrial value chain. Before the final product is completed, the main processes of photomask, manufacturing, packaging, and testing are required. As far as industrial development trends are concerned, processes such as photomask, packaging, and testing are all directed towards the mode of commissioning production by external professional companies.

  1. Product Development Trends and Competition

  2. A. High Degree of Integration

With the evolution of Windows operating system software and the continuous development of diversification of application software, DRAM products have been developed towards high degree of integration. The current mainstream market is 8 GB (DDR4) and 4 GB (DDR3).

B. High Speed

DRAM and CPU have an apparent gap in data transmission speed for a long time, and it has become the bottleneck of PC's overall system performance. To solve

~77~

this problem, many high-speed DRAM architectures have been proposed, such as DDR3/DDR4 and RAMBUS. In order to adapt to the requirements of network communication products with different performances, such as switches and routers, SRAM (Zero Bus Turnaround SRAM) with high-frequency bandwidth and high-speed operation capability is also introduced due to the mixed reading and writing operations.

  • C. Low Power Consumption

With the continuous increase of CPU computing speed and the application of portable electronic products, characteristics such as low power consumption and low voltage are necessary to achieve power-saving or avoid the problem of overheating of components.

  • D. Reduced Crystallite Size

The continuous decline in the price of memory IC products is a characteristic of the industry. To maintain the competitive position and profitability of the products, with the design and process control, the output quantity of a single wafer is increased and the high quality rate is being maintained, only then could the Company effectively reduce product costs and enhance market competitiveness.

  1. Product Competition

The Company's products are mainly based on niche memory. At present, the main domestic and foreign competitors are as follows:

Domestic Competitors Foreign Competitors
Nan Ya Technology, Etron, Powerchip,
Winbond
Samsung, Hynix, Micron
  • (III) Technology and R&D Overview

(1) Technical aspects of the business activities

The Company is a professional memory IC design company. It owns the core technology of memory IC design. The members of the R&D design team are well-versed in the design profession for many years and possess extensive practical experience. Since the Company can control the development and design technology of memory IC, it can adjust the product combination in time in response to market changes. Since its establishment, tbe Company has continued to develop memory ICs with high integration, high capacity, high speed and high performance by adhering to superb and outstanding design technology.

~78~

(2) Research and development

The Company's development and design of DRAM, Pseudo SRAM, NOR Flash, MCP, analog IC, and analog and digital mixed-signal IC are all focused on mastering "Time-to-Market". The future research and development is directed towards high-end process technology and high-integration product development.

  • (3) Education and experience of research and development personnel

The Company and its subsidiaries currently have a total of 310 R&D personnel, most of whom have a college degree or above and abundance of experience in R&D. With the pulse of the existing and future markets, they continue to develop new technologies and new products to continue to lead the industry and meet the market needs.


eeds.
March 31,2021
Item Education
PhD Master University
Number of
Persons
8 217 85
Percentage(%) 2.58% 70.00% 27.42%
  • (4) R&D expenses and technologies or products successfully developed in the most recent Financial Year:

  • A. R&D expense in the most recent financial year


inancial Year:
R&D expense in the most recent financial year

inancial Year:
R&D expense in the most recent financial year
Unit: NT$ 1,000
Year
Item
2020 Q1 2021
R&D Expenses 940,851 336,185
Growth Rate(%) 27.16% -
  - B. Successfully developed technologies or products

  1. The Company's DRAM product line has completed the development of 16 MB - 2 GB SDRAM, DDR / DDR2 / DDR3 and other products with 12" 38/45/50 / 60nm process technology. The 25nm process has been initially developed and new products will be designed for mass production.

  2. In terms of Flash Memory, the development of 65nm low-capacity 4 MB / 8 MB / 16 MB / 32 MB have been developed, and entered mass production, high-capacity 64 MB and 128 MB have also been completed development and entered mass production with 65nm.

  3. Integrated NAND Flash and LP DRAM product technologies and launched MCP products.

  4. In terms of non-memory products, various power management and IC solutions for Class D/AB power amplifiers have been developed.
  • (IV) Long-term and Short-term Development Plans

  • Short-term development plans

    • (1) Marketing strategy

    • A.Adopt marketing strategies based on product functions and cost-competitive advantages to provide customers with a stable supply.

    • B. Strengthen the interactive relationship with agents and distributors, continue to penetrate the domestic market, and actively develop handheld devices, PC-related equipment, and information appliance manufacturers in overseas markets to access direct business opportunities.

~79~

  • (2) Production strategies

  • A. Improve the use of process technology to reduce production costs.

  • B. Establish a good cooperative relationship with the wafer foundry and back-end packaging and testing outsourcers to ensure that production capacity, product delivery and quality can be achieved, and meet the demand for flexible scheduling.

  • (3) Product development

Use new generation process technology to develop mainstream products to reduce production costs and enhance product competitiveness.

  • (4) Human resources

Provide humane management and share operating profits with the employees to attract professional talents to join the management team and stabilize the Company's personnel flow, maintaining the Company's leading position in technology and operations.

  1. Long-term plan

  2. (1) Marketing strategy

Maintain revenue sources from proprietary products and design technical services that are functional/cost competitive to ensure the stability of profits.

  • (2) Production strategies

  • Ensure the production quality and cycle time of wafer foundry partners, including fabs, packaging and outsourced testing factories

  • (3) Product development

  • Continue to develop memory ICs with high integration, high speed, low power and small die size to increase product performance and enhance product competitiveness. Also, use the new generation process technology for the manufacturing of existing products to strengthen cost competitiveness. In addition, in response to industry development and market demand, the company will actively mass produce MCP, analog, analog and digital mixed-signal IC product lines, towards product diversification.

II. Analysis of the market as well as production and marketing situation

  • (I) Market analysis

  • (1) Sales of main products (services) by region

The Company's current product combination is mainly based on high-speed and high-integration DRAM/FLASH/analog IC and technical service income. The product sales regions in the past two years are as follows:

Units: Thousand NTD; %

Year
Geographical
Region
Year
Geographical
Region
2019 2020 2020 Q1 2021 Q1 2021
Sales Value Percent
age
Sales Value Percent
age
Sales Value Percent
age
Internal sales 5,153,908 43 6,138,237 40 2,167,660 44
External
sales
Asia 6,643,377 55 9,069,729 60 2,781,585 56
Others 186,194 2 59,173 - 22,231 -
Sub-total 6,829,571 57 9,128,902 60 2,803,816 56
Total 11,983,479 100 15,267,139 100 4,971,476 100

(2) Market share

The global overall memory market has shrunk significantly in 2020 compared with 2019, resulting in global market size of US$ 65.2 billion. Based on the Company's 2020 revenue calculation, its share of the global market is approximately

~80~

0.82%.

(3) Future market demand and supply status and growth characteristics

The main factor affecting the price trend of DRAM products is the spread between supply and demand. In terms of supply, according to TrendForce's Semiconductor Research Division, after more than two quarters of inventory correction, buyers are expected to start raising inventory levels in 2021 in order to mitigate cost increases caused by expected subsequent price increases, which will result in price support. Overall, the average selling price of DRAM will stop falling and stabilize, and may even rise slightly.

According to TrendForce's Semiconductor Research Division, the DRAM segment, including PC DRAM (13% of total supply bits), Server DRAM (34% of total supply bits), Mobile DRAM (40% of total supply bits), Graphics DRAM (5% of total supply bits) and Consumer DRAM (8% of total supply bits), clearly has much healthier supply and demand dynamics than NAND Flash because of the overall oligopolistic market type. With inventory replenishment, prices will be supported in 2021. Specifically, PC DRAM prices will remain more or less flat due to the strong notebook shipments that have boosted stocking momentum. Moreover, impacted by capacity crowding and Micron's power outage, Server DRAM prices will shift from roughly flat to slightly higher.In terms of demand, DRAM application products can be divided into three categories: the first category is computers and relevant products, such as desktop computers, notebook computers, workstations, servers, printers, scanners, DVD-ROM, tablet computers and mining machines, etc.; the second category is network communication application products, mobile devices, ADSL, router (Switch/Router), Internet of Things, Internet of Vehicles, cloud data center, 5G communication and artificial intelligence (AI), etc.; the third category is consumer applications, such as DVD (Blu-ray) players, digital set-top boxes, digital cameras, iPod music players (MP3 Player), game consoles (PS4, XBOX, Wii), LCD (quantum Point) TV and smart voice assistant. On the demand side, In terms of PC demand, most of the PC OEM brand factories have benefited from this year's strong laptop shipments (20% annual growth), and the PC DRAM inventory level is only 4~5 weeks. Therefore, it is expected that in the short term, the intention of manufacturers to increase inventory will continue to boost demand momentum. In terms of supply, the overall bit supply of the three major DRAM manufacturers, Samsung, SK Hynix and Micron, has not risen significantly in the past two quarters. In addition, thanks to the forceful pull of mobile DRAM, all factories have been shifting their production capacity to this area since the end of Q3 systematically, resulting in the crowding of PC and server DRAM production capacity. In 2021, therefore, the average price of PC DRAM is not likely to fall as demand is supported and supply is not going up markedly

(4) Competitive niche

  • A. Core competitiveness of design and R&D

The Company's design and development team has accumulated many years of practical experience, and can effectively control the performance and cycle time of product development, so as to fully access the market opportunities. This is proved by the Company's successful design and development of a variety of market-leading product lines.

  • B. Long-term procurement of outsourced foundry production capacity

~81~

Since the Company's business has grown steadily, it is able to give outsourcing foundries a stable order quantity. At the same time, through product design and technical services, it can still help the fab to use the new generation process to expand the product line and contribute to fab capacity utilization. The establishment of this cooperation model promotes a more stable cooperative relationship between the two parties, which can ensure that the Company's wafers are secured when the OEM production capacity is tight.

  • C. Competitiveness of cost structure

The Company's operating team, in addition to a strong R&D team, also includes professionals in processing, packaging, and testing. It can assist various professional OEM partners in process improvement and yield improvement, thus establishing an effective reduction of the production cycle and lower product production cost.

  • D. Good interaction with agency dealers

The R&D capabilities and cost competitiveness cultivated by the Company can launch the products in time as required by the market, and actively integrate with the logic chips represented by the distributors to form a complete turn-key solution to provide to system manufacturers. This will further enhance the value of products/services and establish a long-term and stable mutually beneficial relationship with well-known domestic and international distributors, which will greatly help the sales and promotion of the Company's products.

  • (5) Advantages, disadvantages and countermeasures of the development prospect: Favorable factors

  • A.With the global economic boom gradually recovering, the demand for technology products in emerging markets has become the main growth driver of the global technology industry. It is expected that the demand for technology products in emerging markets will continue to grow in 2021.

  • B. The rapid development of smartphones, personal computers and workstations in emerging markets, coupled with the rise of multimedia product applications and the rise of the Internet (Internet of Things, Internet of Vehicles, Cloud Data Center, 5G, Artificial Intelligence (AI)). In the long-term, the demand for the memory IC market has shown steady growth.

  • C. The market demand for products is extensive, including computer peripherals, communications and consumer products. In addition to personal computers/workstations, it is also widely used in multimedia and information appliances, such as digital cameras, high-end graphics cards, DVDs, TVs, mobile phones, printers, set-top-Box, MP3, game consoles, ADSL, routers, and routers, mining machines and smart voice assistants.

  • D. The domestic semiconductor industry has a good development environment, and the industry's vertical division of labor system is perfect. The main raw material suppliers are located in the Hsinchu Science Park. The industry has a high degree of industry concentration, and it has great advantages in timeliness control and cost control.

  • E. Strong R&D team, high-quality personnel and extensive experience. Able to lead the design of products with high integration, high speed and cost advantage.

Unfavorable factors and countermeasures

  • A.Market products change rapidly, and product life cycle is shortened. IC products that meet market and customer needs need to be launched in time.

~82~

Countermeasures

Maintain excellent design and R&D capabilities, shorten product development time and production cycle to meet market demand.

  • B. There are many competitors in memory products and the price fluctuation is fierce.

Countermeasures

  • a. Actively develop niche products that meet market needs, develop new processes to reduce product costs, and increase the added value of products to enhance the overall competitiveness of products by establishing a good product quality image.

  • b. Expansion of non-memory product lines such as analog, analog and digital mixed signal integrated circuits, and the development of product diversification to diversify product concentration risks.

  • C. When the wafer fab's production capacity is insufficient, the increase in wafer prices will affect the profit margin

Countermeasures

Maintain long-term and stable cooperative relations with wafer foundry manufacturers.

  • D.Professionals are in short supply and high turnover

Countermeasures

Focus on the building professional image and the deep penetration of R&D technical ability in order to retain the required talents, and to further attract more professionals to join. At the same time, provide a good working environment, and to encourage employee's centripetal force towards the Company through dividends, employee stock options and a suitable and effective reward system design,

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

  • Usage of the main products


Usage of the

mainproducts
Products Major products Usage/functions Product application
Dynamic
Random
Access
Memory
(DRAM)
SDRAM,
PSRAM,
Mobile
SDRAM/DDR,
DDR1/DDR2/
DDR3/DDR4/
SDRAM Product
line
Main mem ory components of
various high-end personal
computers and peripheral devices.
The main function is data storage
during system operation.
Consumer products:
DVD-Player, Set-Top-Box, Digital
Still Camera, Scanner, VGA Card,
HDD and Printer
Network products:
Cable Modem,ADSL, 5GProducts
The memory elem ent used in
portable commodity equipm ent a
low-power consumption feature.
Portable device such as mobile
phone, PDA and HPC.
The basic components of various
high-end computer display
memories. The main function is to
store the data of each pixel on the
fluorescent screen.
Graphics cards and multimedia video
cards, flat panel TV (liquid crystal /
plasma TV) and high-end
Desktop/notebook PC, servers,
workstations and com puter
peripherals,etc.

~83~

Products Major products Usage/functions Product application
NOR flash memory It is a non-volatile mem ory
elem ent that can be read and
written at high speed that can be
used to write fixed boot programs
in computers or electronic devices,
called "Code Flash", or it can be
used for wireless cell phone
control and data access.
Desktop/notebook PC, server,
workstation, and storage and use of
boot programs for various computer
equipm ent products; or used to write
fixed boot programs for consum er
electronic devices (such as DVD
DVR, etc.), or it can be used for
wireless cell phone control and data
access.
MCP products Integrate mem ory ICs such as
NAND Flash and LP DRAM for
data access of handheld related
product systems.
Used in mobile communication data
card and other mobile
communication related product
systems.
Audio processing IC (including
Class D audio amplifier, A/D &
D/A converter, Codec IC, etc.)
It is a mixed-signal IC product,
which is the basic component of
audio processing/output of various
computers or electronic
equipm ent, used for analog/digital
conversion and signal
amplification processing of various
audio. Of that, the Class D audio
amplifier has the feature of
low-power consumption and
high-amplification efficiency
because it is a digital amplifier.
It is suitable for audio processing of
various electronic products,
including audio transmission and
amplification output of PC/notebook,
TV, mobile phone, MP3, car/home
audio.
Power management (Power IC ) It is an analog IC product, which is
a key component of power
managem ent for various electronic
equipm ent system s.
Suitable for various 3C equipment
and optical com ponent system power
managem ent applications.
Technical service Technical services for m emory, power m anagement and audio IC
product design and development.

2. Production Process

The Company's integrated circuit manufacturing process is mainly divided into the following stages:

Development and design: After determining product specifications, developing design components and selecting design criteria; designing the chip architecture and layout planning of various circuit items on the chip, and then planning circuit design and layout; making this layout file into a photomask .

  • Wafer manufacturing: Repetitive processes such as photolithography, etching, oxidation, and diffusion are used to design and manufacture the circuit on the photomask layer by layer on a silicon wafer.

  • Packaging test: The wafer needs to be tested by Probe Card to select the chip with normal function and meet the design requirements, and then to be packaged and shipped.

  • (III) Supply of primary raw materials

The Company's main raw material is wafers, which are mainly supplied by well-known semiconductor companies at home and abroad. Good cooperative relationships are being maintained currently.

  • (IV) Names of customers who have accounted for more than 10% of total purchases (sales) in

~84~

any of the most recent two financial years, their purchases and sales amounts and proportions, and reasons for changes: 1. Main sales customers

Unit: NT$1,000

2019 2019 2019 2021 2021 2021 Q1 2021 Q1 2021 Q1 2021
Item Name Amount Ratio to
Net
Revenue
for the
FY (%)

Relati
onship
with
the
Issuer

Name
Amount Ratio to
Net
Revenue
for the
FY (%)

Relati
onship
with
the
Issuer

Name
Amount Ratio to
Net
Revenue
for the
FY (%)

Relation
ship
with the
Issuer
1 A 2,724,676 23 Nil A 3,430,386 22 Nil A 1,340,641 27 Nil
2 Others
9,258,803
77 Others
11,836,753
78 Others
3,630,835
73
Total 11,983,479 100 Total 15,267,139 100 Total 4,971,476 100

Reasons for Change:

The Company's products are mainly sold through agents, and Company A is the Company's main agent. Due to the increase in business volume in 2020, the revenue of Company A has increased compared with 2019.

2. Main Purchase Suppliers

Unit: NT$1,000

2019 2019 2019 2020 2020 2020 Q1 2021 Q1 2021 Q1 2021
Item Name Amount Ratio to
Net
Revenue
for the
FY (%)

Relati
onship
with
the
Issuer

Name
Amount Ratio to
Net
Revenue
for the
FY (%)

Relati
onship
with
the
Issuer

Name
Amount Ratio to
Net
Revenue
for the
FY (%)

Relation
ship
with the
Issuer
1 A 5,196,477 59 Nil A 7,787,121 59 Nil A 1,587,163 50 Nil
3 B 1,010,349 11 Nil B 1,413,681 11 Nil B 461,146 14 Nil
4 Others
2,681,660
30 Others
3,898,378
30 Others
1,142,541
36
Total 8,888,486 100 Total 13,099,180 100 Total 3,190,850 100

Reasons for Change:

The Company is a professional IC design company. The main cost structure in the production process is wafer raw materials and outsourced processing fees, while wafer selling prices and outsourced processing fees are closely linked to the semiconductor business cycle. In the semiconductor industry in 2020. Due to the slowdown in the global economic climate, the average unit price of wafers and outsourced processing fees have generally declined, however, the electronics industry grew against the trend, so the value and proportion of major purchasers in 2020 have changed compared with 2019.

(V) Production Volume Table for the last two FY

he last two FY he last two FY
Unit:1,000;NT$1,000
2019 2020
Production Production Production Production

996,647

5,427,047

2,353,898
7,674,993

Note: The Company's products are outsourced to external professional companies for processing, so no capacity is disclosed.

~85~

(VI) Sales quantity and value for the last two FY

Unit:1 ,000; NT$1,000

uantity and value for the last two FY for the last two FY for the last two FY for the last two FY Unit:1,000;NT$1,000 Unit:1,000;NT$1,000 Unit:1,000;NT$1,000 Unit:1,000;NT$1,000
FY
Item
2019 2020
Internal sales External sales Internal sales External sales
Sales
Volum e
Sales
Value
Sales
Volum e
Sales
Value
Sales
Volum e
Sales
Value
Sales
Volum e
Sales
Value
Integrated Circuit
(IC)
619,608 5,153,908 738,319 6,829,571
1,014,336
6,138,237 978,513 9,128,902
Total 619,608 5,153,908 738,319 6,829,571
1,014,336
6,138,237 978,513 9,128,902

III. Employee information for the most recent two financial year up to the date of publication of the Annual Report

Year 2019 2020 Until March 31, 2021
No. of
employees
Management Personnel 147 132 131
R&D T echnicians 353 373 379
Operators
Total 500 505 510
Average Age 40.65 41.20 41.33
Average Year of Service 8.37 9.30 9.07
Academic
Distribution
Ratio
PhD 2.0% 2.0% 2.0%
Master 49.6% 51.9% 52.9%
University 46.0% 44.0% 42.9%
High school 2.4% 2.1% 2.2%
Belo w high school

IV. Disbursements for Environmental Protection

  • (I) In the financial year 2020 up to March 31, 2021, there has been no penalty arising from environmental pollution or industrial safety incidents or any disciplinary authority.

  • (II) Countermeasures for environmental protection and industrial safety in the future: The Company has always upheld the spirit of the ISO 14001 environmental management system and is committed to complying with international advanced environmental standards. It is committed to providing and maintaining a working environment that is compliant with laws and regulations and at the same time which is an industrial and practical working environment. The Company also continuously improves in its attempt to eliminate the risk of any predictable causes of environmental pollution. Through the preventive measures of process optimization, the Company will continue to improve in the

~86~

reduction of the emission of hydropower substances and pollutants, and strive to implement the concept of designing for the environment, and become a sustainably developed green enterprise. In order to implement the effectiveness of environmental management, the Company plans to establish the ISO 14001 environmental management system in 2007, and the verification and certificate were obtained in January 2008.

  • (III) Environmental protection policy and improvement plan

  • (1) Future quantitative management of energy saving and carbon reduction After the Company introduced the ISO-14001 environmental management system and continued to implement a number of energy-saving and carbon reduction measures, it has achieved significant performance so far; based on the management principle of continuous improvement, the Company set relevant quantitative management goals for improvement, with a view to making further contributions to protecting the global environment, as explained below:

    • A. Quantitative management objectives for greenhouse gas reduction, water resources management and waste management:

      1. Greenhouse gas reduction

The Company's quantitative management goals for greenhouse gas reduction are as follows: The per capita greenhouse gas emission decreases by 4% in 2025 compared with 2019.

  1. Water resources management

  2. In response to climate change, stable water supply has become a global issue. To fulfill its social responsibilities and respond to global water shortage issues, the company has set quantitative goals for water resources management as follows: By 2025, the overall per capita water consumption will be reduced by 2% compared with 2019, with a view to taking concrete actions to face the challenges of climate change with global corporates.

  3. Waste reduction

The Company's goal of quantitative management of waste reduction: The personal output of waste in 2025 will be 2% lower than that in 2019.

  • B. Measures to achieve goals:

  • Greenhouse Gas Reduction

  • Evaluation of public area lighting system to be replaced by LED lights

  • The air-conditioning temperature of the office area is set at 26 ~ 28°C.

  • Turn off non-essential lighting during meals and breaks.

  • Promote a paperless policy and import electronic forms to reduce paper consumption.

  • Use environmentally friendly tableware for dining and encourage employees to bring their own tableware to reduce the use of disposable tableware.

  • Use green products and select equipment and appliances with energy-saving labels.

  • Encourage employees to use stairs instead of elevators.

  • Water Resource Management

  • Display water-saving slogans to develop the habit of saving water.

  • Monitor water consumption and address any abnormalities immediately to avoid wasting water resources.

  • Reduce the amount of environmental cleaning agents and reduce the amount of cleaning water.

  • Waste Management

  • Implement a resource recycling classification mechanism.

  • Promote employee waste reduction.

~87~

  • Comply with the relevant provisions of environmental regulations and implement environmental policies.

  • (2) Climate change assessment and countermeasures

The United Nations Intergovernmental Panel on Climate Change (IPCC) pointed out that global warming will exceed 1.5°C in 2030 at the earliest. Climate change has become an issue that should be ignored.

ESMT is of the view that climate change is becoming more and more serious, and there is a high degree of correlation between product production and the supply chain of related industries. In order to continue to strengthen the Company's ability to respond to and combat climate change, the Company will disclose detailed environmental and climate-related measures in an appropriate manner, and disclose the risks and opportunities brought by the climate to the Company's operations with reference to the Task Force on Climate-related Financial Disclosures (TCFD). From the four major aspects of governance, strategy, risk management, and indicators and objectives, the Company will strengthen its governance of climate change in response to the expectations of external stakeholders about the Company's management of climate change.


change.
Risk Item Description Response measures
Climate
related
risks
Energy price
increase
In response to the
greenhouse gas reduction
requirements, the pressure
to increase energy prices
and the efficiency of
related equipment used has
led to an increase in
energycosts.
Promote workplace energy
saving and carbon reduction
measures
Set annual power saving goals
Stricter
fuel/energy/en
vironmental
regulations
Increase in operating and
manufacturing costs,
related fines, litigation
cases, and policy changes
led to asset impairment
Continue to monitor and
identify the impact of changes
in regulations
Communicate with industry
association and participate in
government regulations
courses
Strengthen awareness on laws
and regulations and training
Increase in
frequency of
extreme
climate events
Extreme weather events
will cause loss of property
and equipment, and may
even cause business
interruption
Improve the recovery time of
the operation-related support
system and shorten the
recovery time to normal
business operation
Implement a mechanism for
handling major abnormal
events
Continuously supervise
suppliers to carry out plans and
drills for extreme climate
events
Assess and build backup
equipment

~88~

Climate-
related
opportu
nities
Market
transformation/
technology
development
Develop low-carbon
products, encourage
suppliers to use
low-carbon technology
processes, and increase
access to relevant markets
Evaluation and development of
low-carbon products and
markets
Encourage existing suppliers
to use low-carbon technology
processes, and prioritize
suppliers using low-carbon
technology processes
  • (IV) Information on the implementation of RoHS (Limiting Hazardous Substances in Electronic Motor Equipment) in the EU is as follows:

  • (1) The Company's management measures

    • 1.Process changes are subject to EU RoHS and customer green production specifications.

    • 2.Notify suppliers of environmentally friendly green production practices and request relevant supporting documentation.

    • Audit suppliers from time to time and coach them to establish a green supply chain.

  • (2)The Company's products comply with the RoHS specifications related to the restrictions on the use of hazardous substances, so does not affect the company's products market sales.

  • (V) Annual greenhouse gas emissions, water consumption and the total weight of waste in the past two years

    • In response to global climate change, the Company reduced and managed greenhouse gas emissions, implemented environmental justice, and fulfilled the responsibility to jointly protect the global environment. In addition, the Company actively responds to the Carbon Disclosure Project (CDP), and voluntarily disclosed its investigation in greenhouse gas emissions according to the World Business Sustainable Development Association (WBCSD) and the GHGProtocol issued by the Resource Research Institute (WRI). The results of the investigation are shown in the table below.

Table - Annual greenhouse gas emissions

Year Greenhouse gas
emissions(year)
Greenhouse gas
emissionsper capita
%
2019 3,191.78 7.69
2020 3,336.88 7.87 4.54

Unit (CO2 equivalent)

Table - Water Consumption

Table - Water Consumption
Year Water Consumption Water consumption per
capita(degrees)
%
2019 16,947 40.84
2020 19,169 45.10 13.1

Unit (M3)

~89~

Table - Total waste

Year Total Waste Individual output %
2019 10.76 25.93 kg
2020 18 42.45 kg 67.29

Unit (Ton)

In 2020, the Company implemented necessary measures to prevent the spread of the COVID-19 pandemic, such as the disinfection of the environment, the enhancement of personal hygiene and the change of dining at the cafeteria to meal boxes in individual seats, and as a result, the Company was unable to achieve the originally planned environmental improvement objectives. It is expected that after the pandemic has subsided, the environmental performance will be improved again. Therefore, we do not anticipate any losses due to labor disputes at present or in the future.

V. Labor Relations

  • (I) The systems and implementation status of the Company's employee welfare policies, continuing education, training, and retirement, as well as the agreements between the employees and employer, and employees’ rights and interests:

  • (1) Employee welfare policy

The Company provides a friendly and supportive working environment, allowing employees to achieve balance and harmony between work, family and life.

Measures and benefits related to work-life balance: Work:

  • a. Flexible working hours and two days off a week that allow employees to arrange working hours flexibly to take care of their family or health.

  • b. Provide employees with annual leave better than the Labor Standards Act.

  • c. Provide employees with festival and birthday giftcard and festival bonuses.

  • d. Organize the year-end party and give senior colleagues awards and bonuses to encourage them.

  • e. In addition to labor, health insurance and group insurance, the Company also provides travel insurance for employees on business trips.

  • Family:

  • a. Friendly maternal protection measures including setting up breastfeeding rooms in the health center, and providing unlimited breastfeeding time.

  • b. Arrange one-on-one consultation with on-site physicians for employees after pregnancy and childbirth.

  • c. Provide various subsidies for employee birth and education.

  • d. Assist in the evaluation of special nursery centers, kindergartens and provide health education information related to childcare.

  • e. Handle parent-child communication and other related courses and lectures.

  • f. Organize activities such as parent-child travel for employees and their families to provide opportunities for communication and interaction between parents and children.

  • g. Provide group insurance for employees and their families, and provide professional on-site services and consultation.

  • Health: Staff assistance programs and health promotion activities provide employees with physical and mental health and safety

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  • a. Provide regular labor health checks that are better than that required by regulations.

  • b. Established a health center to provide staff health management, health inspection and health education and consultation, and care for specific targets and arrange health consultations with on-site physicians.

  • c. Established fitness centers, basketball courts, badminton courts, music classrooms and other sports fitness and leisure spaces to encourage employees to maintain a healthy body.

  • d. The Employee Welfare Committee regularly handles various national and international travel, birthday celebrations and afternoon tea activities to adjust the physical and mental health of employees, strengthen employee communication and mutual interaction and connection.

  • e. Provide various subsidies for employees' marriage, bereavement, illness, childbirth and education.

  • f. Organize self-growth and stress relief related courses and lectures.

  • g. Provide meal subsidies for dining staff, and the Company has a staff restaurant that provides buffet, pasta or light meals and other diverse options and calorie information.

  • (2) Continuous education, training and the implementation thereof

Depending on the needs of each employee's job capacity, future personal development, and the requirement of the Company's operational expansion, the Company formulates individual refresher training programs, and each department regularly formulates and implements its annual training plans every year. If requirements arise in the financial year, each department may, from time to time, submit an "Education and Training Requirement Questionnaire" to add the required training items , which should effectively achieve the purpose of enhancing objectives of the employees' work functions.

  • (3) Retirement System

In December 1998, the Company set up a special account for labor pension preparation in the Central Trust Bureau, which was allocated at 2% of the total monthly salary. The standard and method of payment of the pension application shall be handled in accordance with the provisions of the Labour Standards Act. Since the beginning of the implementation, no employees have applied for retirement. Since 1999 and in accordance with the Pension Bulletin No. 18, a qualified actuary is hired to conduct actuarial pension assessment. In addition, the Company has solicited the wishes of employees, and since July 1, 2005, according to the regulations of the new labor pension regulations, a retirement fund has been allocated to each employee ’s pension account. Regarding the handling of employee retirement-related matters, it is understood to be handled in accordance with relevant regulations.

  • (4) Agreements between the employer and employees

The Company has set up labor management meetings in accordance with relevant laws and regulations to negotiate labor management issues through regular discussions. At the same time, through the operation of the employee welfare committee, the Company and the welfare committee cooperated to promote the improvement of employee welfare. In addition, the Company values humane management and recognizes the coexistence and co-prosperity of labor capital as a whole. Therefore, the two-way coordination and communication are adopted in the communication of labor and management issues, so that both parties can understand each other better to achieve the same goals.

  • (5) Measures to protect employees' rights and interests:

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The Company handles all employee rights and welfare measures in accordance with the relevant laws and regulations to fulfill its maintenance responsibilities, and should be able to reasonably and fully protect employees' rights and interests.

(6) Work environment and protection for the physical safety of workers:

The Company spares no effort in workplace safety and health, and will continue to work on the safety and health prevention in the future, to prevent the injury of the workplace and the personal safety of employees through continuous improvement. The Company's occupational safety and health implementation results are as follows: Occupational safety and health implementation results

1. Labor Operating Environment Monitoring

To understand the actual condition of the working environment in the labor workplace and assess the worker's exposure to the working environment, for which the Company conducts planning, sampling, measurement and analysis accordingly. To protect workers from harmful substances in the workplace and provide workers with a healthy and comfortable working environment, regular environmental monitoring is carried out every year to gradually understand the actual degree of hazards the workers are exposed to, thereby improving the on-site environment and preventing occupational disasters.

Table - Work Safety Performance

able - Work Safety Performance able - Work Safety Performance
Workplace safetyinspection
Workspace safetyinspection Dailyinspection
Management by walking around First level supervisor once a
quarter
Work safety inspection in construction site Conducted from time to time
as needed

2. Labor Safety and Health Committee

To prevent occupational disasters and ensure the safety and health of employees, ESMT has an internal occupational safety and health committee. It holds regular meetings every quarter to discuss labor safety and health related matters and promote various labor safety and health related businesses.

3. Personnel Safety and Health Training

Through education and training, ESMT enables employees to understand environmental, safety and health regulations, policies and the Company's environmental, safety and health commitments, enhances the Company's awareness on environmental impact, safety and health risks, and emergency contingency plans to fulfill environmental, safety and health goals and comply with environmental, safety and health.

The Administration Department is responsible for surveying the training needs of various safety, health and environmental protection related courses and organizing training plans. Each department participates in training as needed, and arranges relevant personnel to organize relevant safety and health education and training. In addition, contractors are also required to provide and participate in relevant training in accordance with the "Contractor Management Measures" to ensure the safety and health of the personnel in the Company.

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Table - Work Safety Education Training and Promotion

Year Training participants Average trainingman hour
2019 172 413
2020 149 332.5

Table - Professional Work Safety Management Personnel

able - Work Safety Education Training and Promotion
Year
Training participants
Average trainingman hour
2019
172
413
2020
149
332.5
able - Professional Work Safety Management Personnel
able - Work Safety Education Training and Promotion
Year
Training participants
Average trainingman hour
2019
172
413
2020
149
332.5
able - Professional Work Safety Management Personnel
Work safety personnel withprofessional license
Type A Occupational Safetyand Health Manager 1
Occupational SafetyManager 1
Occupational Safetyand Health Manager 1
Operators of Forklift Over 1 Ton 9
Oxygen-Deficient Operations Supervisor 1
High-pressure Gas-specific Equipment Operators 1
High-Pressure Gas Container Operator 1
Radiation SafetyCertificate for Operator 5
First Aid Personnel 9
Healthcare Personnel for Labor Health Services 1
Ionizingradiation 3
Other 3

4. Statistics of Disability due to Occupational Disasters

ESMT is committed to providing colleagues with a safe working environment. For accidents, the parties or surrounding personnel will notify the supervisor and the administrative department as soon as possible, and the work safety and nursing staff will provide assistance.

According to the Occupational Accident and Disability Certification of the Occupational Safety and Health Administration of the Ministry of Labor, traffic accidents beyond the Company are excluded. For occasion traffic contingency, ESMT held quarterly to explain the occurrence of the incident and the new personnel occupational safety and health course to conduct case publicity to prevent similar accidents from happening again through the occupational safety and health committee.

Table - Company's Work Safety Performance in the Past Two Years - Statistics of Employee Disability Injury

Year Fatal accident Disabilityaccident
2019 Male: 0 Female: 0 Male: 0 Female: 0
2020 Male: 0 Female: 0 Male: 0 Female: 0

5. Measures for the Prevention and Management of Diseases Caused by Abnormal Workload

ESMT is a professional IC design company with a simple office environment. According to the provisions of Article 6 of the Occupational Safety and Health Act, to ensure the work safety of employees and their physical and mental health, employers should avoid overwork diseases caused by shifts, night work, long hours or other workload factors. "Only a safe

~93~

and healthy workforce can ensure the competitiveness of the Company"; Labor is an important asset of a company. Based on the principle that prevention is better than cure, the provisions of the Occupational Safety and Health Act are implemented, and relevant measures to promote the physical and mental health of the workers are adopted to create a more friendly and healthy workplace environment for workers, and ensure their rights and interests. ESMT has established the “Measures for the Prevention and Management of Diseases Promoted by Abnormal Workloads” and adopted disease prevention measures and related management to ensure the physical and mental health of employees and prevent employees from causing diseases due to abnormal workloads. Nursing staff regularly evaluates and interviews with specialist doctors in the occupational medicine department, and makes follow-up recommendations and measures based on the interview records of physicians.

  • (II) Specify losses arising from labor disputes in the most recent year up to the publication date of this Annual Report, and disclose potential losses in the current and future periods as well as and countermeasures:

To uphold the belief of perfect care for the employees, the Company has a vacation and retirement system, and also a variety of welfare measures. Therefore, employees have a high degree of centripetal force to the Company. A harmonious relationship between labor and management is maintained, and thus, there was no loss arising from by labor disputes.

VI. Important Contracts

Nature of
Contract
Counterparty Term Salient terms Restrictions
Lease Contract Science Park Bureau March 1, 2001 to
December 31, 2020
Land Lease Nil
Lease Contract Science Park Bureau August 6, 2010 to
December 31, 2020
Land Lease Nil
Lease Contract Science Park Bureau August 27, 2014 to
December 31, 2033
Land Lease Nil

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Financial Overview

  • I. Balance Sheet and Profit and Loss Statement Summary for the 5 most recent financial years

  • (1) Balance Sheet Summary - Adopted International Financial Reporting Standards

    1. Consolidated Balance Sheet Summary - Adopted of International Financial Reporting Standards (IFRS)

Unit: NT$ 1,000

Unit: NT$ 1,000
Financial Year
Item
2016 2017 2018 2019 2020 Financial Data
as at March 31,
2021
Current assets 7,800,779 8,499,324 9,206,455 9,497,077 11,832,047 12,918,170
Property, plant, and
equipm ent
778,433 891,701 799,062 696,328 776,598 933,679
Intangible assets 121,694 154,069 133,975 81,593 111,688 106,247
Other assets 505,175 71,821 149,820 205,322 280,015 254,363
Total assets 9,206,081 9,616,915 10,289,312 10,480,320 13,000,348 14,212,459
Current
liabilities
Before
distribution
2,296,257 2,412,330 3,011,680 3,025,945 4,756,158 5,309,028
After distribution 2,701,059 3,052,777 3,440,318 3,311,704 Undistributed N/A
Non-current liabilities 34,173 34,444 33,194 113,596 114,907 114,271
Total
liabilities
Before
distribution
2,330,430 2,446,774 3,044,874 3,139,541 4,871,065 5,423,299
After distribution 2,735,232 3,087,221 3,473,512 3,425,300 Undistributed N/A
Equity attributable to parent
company
6,981,488 7,277,594 7,355,348 7,461,460 8,264,043 8,921,018
Share capital 2,825,737 2,857,589 2,857,589 2,857,589 2,857,589 2,860,999
Capital
reserves
Before
distribution
256,073 116,645 59,072 104,305 109,677 125,596
After distribution 79,266 47,716 59,072 104,305 Undistributed N/A
Retained
profits
Before
distribution
3,995,965 4,635,058 4,576,008 4,645,411 5,436,890 6,081,446
After distribution 3,767,970 4,063,540 4,147,370 4,359,652 Undistributed N/A
Minorityinterest 41,034 (194,377) - (8,524) 5,536 (1,374)
Treasuryshares (137,321) (137,321) (137,321) (137,321) (145,649) (145,649)
Non-controllinginterest (105,837) (107,453) (110,910) (120,681) (134,760) (131,858)
Total
equity
Before
distribution
6,875,651 7,170,141 7,244,438 7,340,779 8,129,283 8,789,160
After distribution 6,470,849 6,529,694 6,815,800 7,055,020 Undistributed N/A

Note 1: The financial inform ation of the Company has been reviewed or audited by accountants.

~95~

  1. Balance Sheet Summary of the Company - Adopted of International Financial Reporting Standards (IFRS)

Unit: NT$ 1,000

Financial Year
Item
Financial Year
Item
2016 2017 2018 2019 2020
Current assets 6,120,413 7,086,882 8,013,401 8,346,065 10,623,102
Property, plant, and
equipm ent
769,948 883,532 792,823 695,067 776,013
Intangible assets 115,272 150,772 132,628 81,177 111,688
Other assets 2,191,299 1,503,040 1,396,296 1,356,424 1,494,414
Total assets 9,196,932 9,624,226 10,335,148 10,478,733 13,005,217
Current
liabilities
Before
distribution
2,180,922 2,311,832 2,946,250 2,912,373 4,630,790
After
distribution
2,585,724 2,952,279 3,374,888 3,198,132 Undistributed
Non-current liabilities 34,522 34,800 33,550 104,900 110,384
Total
liabilities
Before
distribution
2,215,444 2,346,632 2,979,800 3,017,273 4,741,174
After
distribution
2,620,246 2,987,079 3,408,438 3,303,032 Undistributed
Equity attributable to
parent company
6,981,488 7,277,594 7,355,348 7,461,460 8,264,043
Share capital 2,825,737 2,857,589 2,857,589 2,857,589 2,857,589
Capital
reserves
Before
distribution
256,073 116,645 59,072 104,305 109,677
After
distribution
79,266 47,716 59,072 104,305 Undistributed
Retained
profits
Before
distribution
3,995,965 4,635,058 4,576,008 4,645,411 5,436,890
After
distribution
3,767,970 4,063,540 4,147,370 4,359,652 Undistributed
Other equity interest 41,034 ( 194,377) - ( 8,524) 5,536
Treasury stock ( 137,321) ( 137,321) ( 137,321) ( 137,321) ( 145,649)
Non-controlling interest - - - - -
Total
equity
Before
distribution
6,981,488 7,277,594 7,355,348 7,461,460 8,264,043
After
distribution
6,576,686 6,637,147 6,926,710 7,175,701 Undistributed

Note 1: The financial inform ation of the Company has been reviewed or audited by the CPAs.

~96~

3. Consolidated Comprehensive Profit and Loss Summary - Adopted International Financial Reporting Standards (IFRS)

Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000
Year
Item
2016 2017 2018 2019 2020 Financial data
as at March
31, 2021
Revenue 9,300,534 10,456,519 11,555,124 11,983,479 15,267,139 4,971,476
Gross profit 1,421,717 2,056,683 2,128,927 1,802,208 2,649,042 1,143,816
Operating profit (loss) 309,551 731,398 806,415 574,943 1,154,785 633,049
Non-operating incom e
and expenses
360,091 243,341 41,845 1,237 98,915 97,690
Net profit before tax 669,642 974,739 848,260 576,180 1,253,700 730,739
Net profit fro m continuing
operations
581,339 862,058 716,194 505,611 1,084,441 642,563
Loss from discontinued
operations
- - - - - -
Profit (loss) for the year 581,339 862,058 716,194 505,611 1,084,441 642,563
Other comprehensive
income(net, after tax)
( 319,950) ( 233,490) 337 ( 7,888) 14,872 ( 6,910)
Total comprehensive
incom e
261,389 628,568 716,531 497,723 1,099,313 635,653
Net profit attributable to the
parent company
597,835 865,167 706,508 497,405 1,076,426 644,556
Net profit attributable to
non-controllinginterest
( 16,496) ( 3,109) 9,686 8,206 8,015 ( 1,993)
Total co mprehensive profit
attributable to parent
company
277,885 631,677 706,845 489,517 1,091,298 637,646
Total co mprehensive profit
attributable to
non-controllinginterest
( 16,496) ( 3,109) 9,686 8,206 8,015 ( 1,993)
Earnings per share (NT$) 2.19 3.11 2.52 1.78 3.85 2.30

Note 1: The financial inform ation of the Company has been reviewed or audited by the CPAs.

~97~

4. Company's Comprehensive Profit and Loss Summary - Adopted International Financial Reporting Standards (IFRS)

Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000
Year
Item
2016 2017 2018 2019 2020
Revenue 9,255,474 10,415,576 11,491,609 11,964,770 15,252,723
Gross profit 1,371,678 2,002,960 2,053,252 1,745,049 2,577,636
Operating profit (loss) 416,592 803,092 855,921 578,899 1,101,133
Non-operating incom e and
expenses
250,915 156,582 ( 20,130) ( 15,466)
141,956
Net profit before tax 667,507 959,674 835,791 563,433 1,243,089
Net profit from continuing
operations
597,835 865,167 706,508 497,405 1,076,426
Loss from discontinued
operations
- - - - -
Profit (loss) for the year 597,835 865,167 706,508 497,405 1,076,426
Other comprehensive profit (net,
after tax)
( 319,950) ( 233,490) 337 ( 7,888)
14,872
Total comprehensiveprofit 277,885 631,677 706,845 489,517 1,091,298
Earnings per share (NT$) 2.19 3.11 2.52 1.78 3.85

Note 1: The financial inform ation of the Company has been reviewed or audited by the CPAs.

(2) Names of CPAs in the five most recent financial years and audit opinions

Year Nam e of the CPA

Nam e of CPAs Audit opinion Rema
FY 2016 ~~ti~~
~~fi~~
PricewaterhouseCoopers
Taiwan
Yu-Kuan, Lin &
Danie Lee
Unqualified opinion ~~k~~
FY 2017 PricewaterhouseCoopers
Taiwan
Ya-Huei Cheng &
Danie Lee
Unqualified opinion Note
FY 2018 PricewaterhouseCoopers
Taiwan
Ya-Huei Cheng &
Danie Lee
Unqualified opinion
FY 2019 PricewaterhouseCoopers
Taiwan
Ya-Huei Cheng &
Danie Lee
Unqualified opinion
FY 2020 PricewaterhouseCoopers
Taiwan
Ya-Huei Cheng &
Danie Lee
Unqualified opinion

Note: The Company appointed PricewaterhouseCoopers Taiwan to attest the financial statem ent. Due to the rotation of internal work functions of the CPA accounting firm, the CPA was changed.

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II. Financial analysis for the five most recent financial years

  • (1) Financial analysis - Adopted International Financial Reporting Standards (IFRS)

  • Consolidated Financial Analysis - Adopted International Financial Reporting Standards (IFRS)

Item Year Year 2016 2017 2018 2019 2020 Financial data
as of March
31,2021
Financial
structure
Debts to total assets
ratio(%)
25.31 25.44 29.59 29.96 37.47 38.16
Long-term capital to
PPE ratio (%)
887.66 807.96 910.77 1,070.53 1,061.58 953.59
Debt
service
ability
Current ratio (%) 339.72 352.33 305.69 313.85 248.77 243.32
Quick ratio (%) 186.51 197.54 111.39 148.39 122.58 138.38
Interest coverage ratio
(times)
49,924.55 70,478.27 17,457.48 6,617.87 10,976.20 15,204.15
Operating
ability
Accounts receivable
turnover rate(times)
9.09 9.43 10.32 10.06 10.49 11.30
Average collection
days(days)
41 39 35 37 35 32
Inventory turnover rate
(times)
2.10 2.29 1.93 1.82 2.25 2.64
Payables turnover rate
(times)
4.67 4.71 5.14 4.94 5.46 6.28
Average inventory
turnover days(days)
174 159 189 201 163 138
Turnover rate for PPE
(times)
12.15 12.52 13.67 16.03 20.73 23.25
Total asset turnover
rate(times)
1.04 1.11 1.16 1.15 1.30 1.46
Profit
ability
Return on assets (%) 6.52 9.17 7.24 4.94 9.32 4.75
Return on equity (%) 8.57 12.27 9.94 6.93 14.02 7.60
Ratio to
paid-in
Capital
(%)
Operating
profit
margin(%)
10.95 25.59 28.22 20.12 40.41 22.13
Net profit
before tax
margin(%)
23.70 34.11 29.68 20.16 43.87 25.54
Netprofit margin(%) 6.25 8.24 6.20 4.22 7.10 12.92
Earnings per share
(NT$)
2.19 3.11 2.52 1.78 3.85 2.30
Cash flow Cash flow ratio (%) 49.03 39.41 - 61.12 9.53 26.00
Cash flow adequacy
ratio(%)
65.09 62.35 17.02 28.20 57.56 63.41
Cash reinvestm ent
ratio(%)
11.56 8.95 - 15.60 1.72 12.70
Leverage Operating leverage 4.08 2.58 2.58 3.30 2.20 1.59
Financial leverage 1.00 1.00 1.01 1.02 1.01 1.01

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Analysis of financial ratio differences for the last two years:

  1. T he debt to assets ratio rose while the current ratio fell, mainly due to an increase in short-term borrowin gs durin g the year.

  2. T he interest coverage multiple rose, mainly due to a significant increase in income tax expenses as a result of an increase in profit during the year.

  3. T he inventory turnover ratio rose, mainly due to a significant increase in cost of goods sold. Ho wever, the increase in the inventory at the end of the period was not as significant as the increase in the cost.

  4. T he return on assets, return on equity, operating income/net income before income taxes to paid-in capital ratio, net income ratio and earnings per share rose, mainly due to the sluggish glo bal economy caused by the COVID-19 pandemic. Ho wever, the electronics industry grew against the trend, and the Company's operating profit increased from the previous year.

  5. T he cash flow ratio and the cash reinvestment ratio rose, mainly due to the growth in revenu e durin g the year. However, the operating cash flow decreased significantly from the previous year due to an increase in the inventory as a result of the projected future sales.

  6. T he cash flow adequacy ratio rose, mainly because the average operating cash flow increased significantly from the previous year.

  7. The degree of operating leverage fell, mainly due to the sluggish global economy during the year. How ever, the electronics industry grew against the trend, and the Company's operating incom e increased sig nificantly from the previous year.

2. Financial Analysis of the Company - Adopted International Financial Reporting Standards (IFRS)


Standards (IFRS)

Standards (IFRS)
Item Year 2016 2017 2018 2019 2020
Financial
structure
Debts to total assets (%) 24.09 24.38 28.83 28.79 36.46
Long-term capital to PPE
ratio (%)
911.23 827.63 931.97 1,088.58 1,079.16
Debt
service
ability
Current ratio (%) 280.63 306.55 271.99 286.57 229.40
Quick ratio (%) 119.81 146.57 73.71 114.99 99.87
Interest coverage ratio
(times)
49,765.70 69,742.53 17,223.36 6,565.09 11,093.00
Operating
ability
Accounts receivable
turnover rate(times)
9.58 10.07 10.80 10.69 11.36
Average collection days
(days)
39 36 34 35 33
Inventory turnover rate
(times)
2.11 2.30 1.93 1.83 2.26

Payables turnover rate
(times)
4.71 4.81 5.30 5.12 5.74
Average inventory
turnover days(days)
173 159 189 200 162
Turnover rate for PPE
(times)
12.19 12.60 13.71 16.08 20.74
Total asset turnover rate
(times)
1.03 1.11 1.15 1.15 1.30
Profit
ability
Return on assets (%) 6.69 9.21 7.12 4.85 9.25
Return on equity (%) 8.69 12.13 9.66 6.71 13.69
Ratio to
paid-in
Capital
(%)
Operating profit
margin (%)
14.74 28.10 29.95 20.26 38.53
Net profit before
tax margin(%)
23.62 33.58 29.25 19.72 43.50
Net profit margin (%) 6.46 8.31 6.15 4.16 7.06

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Item Year 2016 2017 2018 2019 2020
Earnings per share (NT$) 2.19 3.11 2.52 1.78 3.85
Cash flow Cash flow ratio (%) 58.30 38.24 - 66.94 9.63
Cash flow adequacy ratio
(%)
70.20 65.11 19.60 34.46 60.02
Cash reinvestm ent ratio
(%)
13.04 7.96 - 16.49 1.55
Leverage Operating leverage 3.32 2.45 2.52 3.26 2.26
Financial leverage 1.00 1.00 1.01 1.02 1.01

Analysis of financial ratio differences for the last two financial years:

  1. T he debt to assets ratio rose while the current ratio fell, mainly due to an increase in short-term borrowin gs durin g the year.

  2. T he interest coverage multiple rose, mainly due to a significant increase in income tax expenses as a result of an increase in profit during the year.

  3. T he inventory turnover ratio rose, mainly due to a significant increase in cost of goods sold. Ho wever, the increase in the inventory at the end of the period was not as significant as the increase in the cost.

  4. T he return on assets, return on equity, operating income/net income before income taxes to paid-in capital ratio, net income ratio and earnings per share rose, mainly due to the sluggish glo bal economy caused by the COVID-19 pandemic. Ho wever, the electronics industry grew against the trend, and the Company's operating profit increased from the previous year.

  5. T he cash flow ratio and the cash reinvestment ratio rose, mainly due to the growth in revenu e durin g the year. However, the operating cash flow decreased significantly from the previous year due to an increase in the inventory as a result of the projected future sales.

  6. T he cash flow adequacy ratio rose, mainly because the average operating cash flow increased significantly from the previous year.

  7. The degree of operating leverage fell, mainly due to the sluggish global economy during the year. However, the electronics industry grew against the trend, and the Company's operating income increased significantly from the previous year.

The formulas for calculating the financial ratios are as follows:

1. Financial structure

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

  • (2) Long-term capital PPE = (total equities + non-current liabilities) / net value of PP&E.

  • Debt service ability

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

  • (2) Quick ratio = (current assets - inventory - prepaid expenditures) / current liabilities.

  • (3) Interest coverage ratio = profit before interest and tax / interest expenditures for this year.

  • Operating ability

  • (1) Accounts receivable (including accounts receivable and notes receivable resulting from operation) turnover = net revenue / balance of average accounts receivable (including accounts receivable and notes receivable resulting from operation).

  • (2) Average collection days = 365 / receivables turnover rate.

  • (3) Inventory turnover = cost of goods sold / average inventory value.

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

~101~

operations).

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

  • (6) PPE turnover ratio = net sale / average PPE value.

  • (7) Total asset turnover ratio = Net revenue / average total PPE value.

  • Profitability

  • (1) Return on assets = [net profit after taxes + interest expense (1 – tax rate)] / average total assets.

  • (2) Equity remuneration rate = net profit (loss) after tax / average total equity value.

  • (3) Net profit margin = net profit (loss) after tax / net revenue.

  • (4) Earnings per share (EPS) = (Profit (loss) attributable to the parent company - dividend for preferred shares) / weighted average of issued shares

  • Cash flow

  • (1) Cash flow ratio = net cash from business activities / current liabilities.

  • (2) Net cash flow adequacy ratio = net cash flow for business activities for the last 5 years / (capital expenses + additional inventory sum + cash dividend) for the past 5 financial years.

  • (3) Cash re-investment ratio = (net cash flow from business activities - cash dividend) / (gross amount of PPE + long-term investments + other non-current assets + working capital).

  • Leverage:

  • = -

  • (1) Operating leverage (net revenue variable operating cost and expense)/operating income

  • (2) Financial Leverage = operating profit / (operating profit - interest expense).

~102~

III. Audit Committee's Audit Report for the Most Recent Fiscal Year

Elite Semiconductor Microelectronics Technology Inc.

Audit Committees' Review Report

The Board of Directors has prepared the Company’s 2020 Business Report, Financial Statements, and proposal for allocation of earnings. The CPA firm of PricewaterhouseCoopers was retained to audit the ESMT’s Financial Statements and have issued an audit report relating to the Finacial Statements. The Business Report, Financial Statements, and earnings allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee of the Elite Semiconductor Microelectronics Technology Inc. According to the relevant requirements of the Securities and Exchange Act and the Company Law, we hereby submit this report.

  • To: Elite Semiconductor Microelectronics Technology Inc. 2021 Annual Shareholders' Meeting

Elite Semiconductor Microelectronics Technology Inc.

Convener of the Audit Committee: Shan-Jen, Chow

February 26, 2021

~103~

IV. Financial Statements for the Most Recent Financial Year

Independent Auditors’ Report

(2021) Finance-Audit-Letter No.20003747

To the Board of Directors and Shareholders of Elite Semiconductor Microelectronics Technology Inc.

Opinion

We have audited the accompanying consolidated balance sheets of Elite Semiconductor Microelectronics Technology Inc. and its subsidiaries (the“ Group”) as at December 31, 2020 and 2019, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and Generally Accepted Auditing Standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Professional Ethics for Certified Public Accountants in the 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 for our opinion.

~104~

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, we do not provide a separate opinion on these matters.

Key audit matters for the Group’s consolidated financial statements of the current period are stated as follows:

Evaluation of inventories

Description

Refer to Note 4 (13) for the accounting policies on the evaluation of inventories, Note 5 (2) for the uncertainty of accounting estimations and assumptions for evaluation of inventories, Note 6 (5) for the Details of inventory. As at December 31,2020, the inventory and allowance for inventory valuation loss amounted to NT$6,068,804 thousand and NT$99,474 thousand.

The Group is primarily engaged in research, development, production, manufacture, and sales of integrated circuit. The Group evaluates inventories stated at lower of cost and net realizable value. Since the evaluation of net realizable value of the inventories exceed specific period and obsolete inventories is subject to management’s judgment and uncertainty of estimations. Consequently, we consider the evaluation of inventories as a key audit matter.

How our audit addressed the matter

We have performed primary audit procedures for the above key audit matter included assessed the rationality of policy and procedure on allowance for inventory valuation loss based on our understanding of the Group’s operations and industry, the historical data of product marginalization in the market and judged the rationality of obsolete inventories. We inspected the appropriateness of inventory aging report to confirm the consistency of report and policy, selected samples to compare the historical data of product marginalization in the market which determine the net realizable value of the obsolete inventories and net realizable value of the obsolete inventories to assessed the rationality of the allowance for inventory valuation loss.

~105~

Other matter–Parent company only financial reports

We have audited and expressed an unqualified opinion on the parent company only financial statements of Elite Semiconductor Microelectronics Technology Inc. as at and for the years ended December 31, 2020 and 2019.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee, 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 ROC GAAS 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.

~106~

As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • A. 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;

  • B. 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;

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

  • D. 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 auditor’s 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;

  • E. 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; and

  • F. Obtain sufficient appropriate audit evidence regarding the financial information of the

~107~

entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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 year and are therefore the key audit matters. We describe these matters in our auditor’s 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.

Cheng, Ya-Huei

Li, Tien-Yi

for and on behalf of PricewaterhouseCoopers, Taiwan

February 26, 2021

~108~

Elite Semiconductor Microelectronics Technology Inc. and Subsidiaries Consolidated Balance Sheets December 31, 2020 and 2019

Assets Notes
6(1)
6(2)
6(4)
6(5)
8
6(3)
6(6)
6(7)
6(8)
6(9)
6(10)(11)
6(26)
8
Decem ber 31,2020
Amount
%
$ 3,597,917
28
365,474
3
136,704
1
-
-
1,633,993
12
95,830
1
5,969,330
46
27,602
-
5,197
-
11,832,047
91
64,836
-
33,883
-
776,598
6
80,782
1
17,701
-
111,688
1
3,813
-
79,000
1
1,168,301
9
$ 13,000,348
100
Unit: NT$ thousand
Decem ber 31,2019
Amount
%
$ 2,757,003
26
252,593
3
140,906
1
34
-
1,256,938
12
82,741
1
4,972,552
48
27,444
-
6,866
-
9,497,077
91
50,776
-
33,210
-
696,328
7
86,367
1
18,671
-
81,593
1
4,174
-
12,124
-
983,243
9
$ 10,480,320
100
Amount
$ 3,597,917
365,474
136,704
-
1,633,993
95,830
5,969,330
27,602
5,197
11,832,047
64,836
33,883
776,598
80,782
17,701
111,688
3,813
79,000
1,168,301
$ 13,000,348
Amount
$ 2,757,003
252,593
140,906
34
1,256,938
82,741
4,972,552
27,444
6,866
9,497,077
50,776
33,210
696,328
86,367
18,671
81,593
4,174
12,124
983,243
$ 10,480,320
Current assets
1100
Cash and cash equivalents
1110
Financial assets at fair value
through profit or loss - current
1136
Financial assets at amortized cost
- current
1150
Notes receivable, net
1170
Accounts receivable, net
1200
Other receivables
130X
Inventories
1410
Prepaym ents
1470
Other current assets
11XX
Total curren t assets
Non-current assets
1517
Financial assets at fair value
through other comprehensive
incom e - non-current
1550
Investment accounted for under
the equity m ethod
1600
Property, plant and equipment
1755
Right-of-use assets
1760
Investment property, net
1780
Intangible assets
1840
Deferred income tax assets
1900
Other non-current assets
15XX
Total non-cu rrent assets
1XXX
Total assets

(Continued)

~109~

Elite Semiconductor Microelectronics Technology Inc. and Subsidiaries Consolidated Balance Sheets December 31, 2020 and 2019

Liabilities and equity Decem ber 31,2020
Notes
Amount
%
6(12)
$ 1,340,000
10

149,756
1
6(19)
5,346
-
2,115
-
2,396,158
19
6(13)
694,001
5
147,948
1
10,356
-
10,478
-
4,756,158
36
16,495
-
6(26)
12,442
-
71,281
1
6(14)
14,689
-
114,907
1
4,871,065
37
6(16)
2,857,589
22
6(17)
109,677
1
6(18)
1,409,039
11
8,524
-
4,019,327
31
5,536
-
6(16)
(
145,649) (
1)
Unit: NT$ thousand
Decem ber 31,2019
Amount
%
$ 274,000
3
-
-
3,959
-
1,981
-
2,225,909
21
462,523
5
40,046
-
11,447
-
6,080
-
3,025,945
29
15,083
-
4,731
-
75,440
1
18,342
-
113,596
1
3,139,541
30
2,857,589
27
104,305
1
1,359,235
13
-
-
3,286,176
31
(
8,524)
-
(
137,321) (
1)
Amount
$ 274,000
-
3,959
1,981
2,225,909
462,523
40,046
11,447
6,080
3,025,945
15,083
4,731
75,440
18,342
113,596
3,139,541
2,857,589
104,305
1,359,235
-
3,286,176
(
8,524)
(
137,321)
Current liabilities
2100
Short-term borrowings
2110
Short-term notes and bills payable
2130
Contract liabilities - current
2150
Notes payable
2170
Accounts payable
2200
Other payables
2230
Current incom e tax liabilities
2280
Lease liabilities - current
2300
Other current liabilities
21XX
Total curren t liabilities
Non-current liabilities
2550
Provisions - non-current
2570
Deferred income tax liabilities
2580
Lease liabilities – non-current
2600
Other non-current liabilities
25XX
Total non-cu rrent liabilities
2XXX
Total liabilities
Equity attributable to own ers of
the parent
Share capital
3110
Common stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity interest
3400
Other equity interest
3500
Treasury shares

(Continue)

The acco mpanying notes are an integral part of these consolidated financial statements.

Chairm an: Hsing-Hai Chen

Manager: Ming-Chien Chang

Accounting Manager: Candy Chu

~110~

Elite Semiconductor Microelectronics Technology Inc. and Subsidiaries Consolidated Balance Sheets December 31, 2020 and 2019

31XX
Total equity attributable to
owners of the parent
8,264,043
64
36XXNon-controlling interest
(
134,760) (
1)
3XXX
Total equity
8,129,283
63
Significant Events after the End
of the Balance Sheet Date
11
3X2X
Total liabilities and equity
$ 13,000,348
100
Unit: NT$ thousand
7,461,460
71
(
120,681) (
1)
7,340,779
70
$ 10,480,320
100

The acco mpanying notes are an integral part of these consolidated financial statements.

Chairm an: Hsing-Hai Chen

Manager: Ming-Chien Chang

Accounting Manager: Candy Chu

~111~

Elite Semiconductor Microelectronics Technology Inc. and Subsidiaries Consolidated Statem ents of Com prehensive Income Years ended December 31, 2020 and 2019

Items Notes
6(19)
6(5) (24) (25)

6(24) (25)




12(2)

6(20)
6(21)
6(22)
6(23)

6(6)
6(26)

6(14)
6(3)
6(27)
2020
4000
Operating revenue

5000
Operating costs

5950
Gross profit
Operating expenses

6100
Selling expenses
6200
Administrative expenses
6300
Research and development expenses
6450
Expected credit impairment gain
(loss)

6000
Total operating expenses
6900
Operating profit
Non-operating income and expenses
7100
Interest income

7010
Other income

7020
Other gains or losses

7050
Financial costs

7060
Share of profit (loss) of associates
and joint ventures accounted for
under equity method

7000
Total non-operating income and
expenses
7900
Profit before income tax
7950
Income tax expenses

8200
Profit for the period
Other comprehensive income (loss) -
net
Items not reclassified to profit or loss
8311
Gain on remeasurements of defined
benefit plans

8316
Unrealized gain (loss) on valuation
of equity instruments at fair value
through other comprehensive
income

8300
Other comprehensive income (loss) -
net
8500
Total comprehensive income for the
period
Profit (loss) attributable to:
8610
Owners of the parent
8620
Non-controlling interest
Comprehensive income (loss)
attributable to:
8710
Owners of the parent
8720
Non-controlling interest
Earnings per share

9750
Basic earnings per share
9850
Diluted earnings per share
$

The acco mpanying notes are an integral part of these consolidated financial statements.

Chairm an: Hsing-Hai Chen

Manager: Ming-Chien Chang

Accounting Manager: Candy Chu

~112~

Elite Sem iconductor Microelectronics Technology Inc. and Subsidiaries Conso lidated Statem ents of Changes in Equ ity Years ended Decem ber 31, 2020 and 2019

Unit: NT$ thousand

2019
Balance at January 1, 2019
Profit for the period
Other comprehensive income for the period
Comprehensive income for the period
Distribution of 2018 earnings
Legal reserve appropriated
Cash dividends of ordinary share
Reversal of special reserve
Recognition of effects from change in ownership interests in
subsidiaries - cash dividends distribution from subsidiaries
Disposal of subsidiaries
Adjustment of capital reserve due to cash dividends that subsidiaries
received from parent
Change in associates and joint ventures accounted for under equity
method
Expired cash dividends transferred to capital surplus
Adjustment of payments of expired cash dividends
Balance at December 31, 2019
2020
Balance at January 1, 2020
Profit for the period
Other comprehensive income for the period
Comprehensive income for the period
Distribution of 2019 earnings
Legal reserve appropriated
Cash dividends of ordinary share
Special reserve appropriated
Acquisition of company's share by subsidiary recognized as treasury
share
Recognition of effects from change in ownership interests in
subsidiaries - cash dividends distribution from subsidiaries
Adjustment of capital reserve due to cash dividends that subsidiaries
received from parent
Recognition of effects from change in ownership interests in
subsidiaries - subsidiary acquired non-controlling interest
Expired cash dividends transferred to capital surplus
Balance at December 31, 2020
Note Equity attributable Equity attributable Equity attributable to owners of the pa to owners of the pa rent rent Non-controlling
interest
Non-controlling
interest
Total equity
Common stock Capital surplus R etained earnings Unrealized gain
(loss) on financial
assets measured at
fair value through
other
comprehensive
income
Treasuryshare Total
Legal rese rve Special reserve Unappropriated
retained earnings
6(18)
6(17)
6(17) (28)

6(17) (28)
6(17)
6(17)
6(17)
6(18)

6(17)

6(17)
6(17) (28)
6(17)
$ 2,857,589
-
-
-
-
-
-
-
-
-
-
-
-
$ 2,857,589
$ 2,857,589
-
-
-
-
-
-
-
-
-
-
-
$ 2,857,589
(
(
$ 59,072
-
-
-
-
-
-
1,146
35,475
8,438
180
39

45 )
$ 104,305
$ 104,305
-
-
-
-
-
-
-
1,146
5,925

1,781 )
82
$ 109,677
$ 1,288,584
-
-
-
70,651
-
-
-
-
-
-
-
-
$ 1,359,235
$ 1,359,235
-
-
-
49,804
-
-
-
-
-
-
-
$ 1,409,039
( $ 194,377
-
-
-
-
-

194,377 )
-
-
-
-
-
-
$ -
$ -
-
-
-
-
-
8,524
-
-
-
-
-
$ 8,524
(
(
(
(
(
$ 3,093,047
497,405
636
498,041

70,651 )

428,638 )
194,377
-
-
-
-
-
-
$ 3,286,176
$ 3,286,176
1,076,426
812
1,077,238

49,804 )

285,759 )

8,524 )
-
-
-
-
-
$ 4,019,327
$ -
-
(
8,524 )
(
8,524 )
-
-
-
-
-
-
-
-
-
($ 8,524 )
($ 8,524 )
-
14,060
14,060
-
-
-
-
-
-
-
-
$ 5,536
(
(
(
(
(
$ 137,321 )
-
-
-
-
-
-
-
-
-
-
-
-
$ 137,321 )
$ 137,321 )
-
-
-
-
-
-

8,328 )
-
-
-
-
$ 145,649 )
(
(
(
(
(
(
$ 7,355,348
497,405

7,888 )
489,517
-

428,638 )
-
1,146
35,475
8,438
180
39

45 )
$ 7,461,460
$ 7,461,460
1,076,426
14,872
1,091,298
-

285,759 )
-

8,328 )
1,146
5,925

1,781 )
82
$ 8,264,043
(
(
(
(
(
(
(
(
(
$ 110,910 )
8,206
-
8,206
-
-
-

15,444 )

2,533 )
-
-
-
-
$ 120,681 )
$ 120,681 )
8,015
-
8,015
-
-
-

11,566 )

10,396 )
-

132 )
-
$ 134,760 )
$ 7,244,438
505,611
(
7,888 )
497,723
-
(
428,638 )
-
(
14,298 )
32,942
8,438
180
39
(
45 )
$ 7,340,779
$ 7,340,779
1,084,441
14,872
1,099,313
-
(
285,759 )
-
(
19,894 )
(
9,250 )
5,925
(
1,913 )
82
$ 8,129,283

The acco mpanying notes are an integral part of these consolidated financial statements.

Chairm an: Hsing-Hai Chen

Manager: Ming-Chien Chang

Accounting Manager: Candy Chu

~113~

Elite Semiconductor Microelectronics Technology Inc. and Subsidiaries Consolidated Statem ents of C ash Flows

Years ended December 31, 2020 and 2019

Unit: NT$ thousand
Notes 2020 2019
Cash flows from operating activities
Profit before incom e tax for the period $ 1,253,700 $ 576,180
Adjustments
Income and expenses having no effect on cash
flows
Depreciation 6(7)(8)(9)(24) 312,334 398,674
Amortization 6(10)(24) 111,556 85,108
Expected credit impairm ent loss (gain) 12(2) ( 8,582 ) 10,006
Net loss (gain) on financial assets at fair
value through profit or loss 6(2)(22) ( 132,628 ) 8,727
Interest expenses 6(23) 11,527 8,840
Interest incom e 6(20) ( 27,412 ) ( 49,666 )
Share of (loss) profit of associates and joint
ventures accounted for under equity method 6(6) ( 673 ) 13,194
Dividend income 6(21) ( 13,053 ) ( 26,570 )
Impairment loss 6(10)(11)(22) 25,352 12,057
Gains arising from lease modifications 6(22) ( 211 ) -
Changes in assets/liabilities relating to
operating activities
Net changes in assets relating to operating
activities
Financial assets at fair value through profit
and loss 19,747 ( 18,850 )
Notes receivable 34 ( 34 )
Accounts receivable ( 367,741 ) ( 161,164 )
Accounts receivable - related parties ( 732 ) -
Other receivables ( 16,458 ) ( 15,256 )
Inventories ( 996,778 ) 795,104
Prepayments ( 158 ) 52,384
Other current assets ( 2,300 ) ( 3,946 )
Net changes in liabilities relating to operating
activities
Notes payable 134 ( 764 )
Accounts payable 170,249 331,538

(Continue)

~114~

Elite Semiconductor Microelectronics Technology Inc. and Subsidiaries Consolidated Statem ents of C ash Flows Years ended December 31, 2020 and 2019

Contract liabilities
Other payables
Other current liabilities
Other non-current liabilities
Cash inflow generated from operations
Interest received
Interest paid
Income taxes paid
Net cash flows from operating activities
Unit: NT$ thousand
Notes
2020
2019
1,387
388
142,077
(
54,781 )
4,398
1,742
395
384
486,164
1,963,295
30,782
50,064
(
10,313 )
(
7,837 )
(
53,285 )
(
156,102 )
453,348
1,849,420

(Continued)

~115~

Elite Semiconductor Microelectronics Technology Inc. and Subsidiaries Consolidated Statem ents of C ash Flows

Years ended December 31, 2020 and 2019

Cash flows from investing activities
Acquisition of financial assets at am ortized
cost
Disposal of financial assets at amortized cost
Proceeds from disposal of financial assets at
fair value through profit or loss
Acquisition of investm ents accounted for
under the equity method
Acquisition of property, plant and equipment
(Increase) decrease in prepaym ents for
equipm ent
Acquisition of intangible assets
Cash outflows from disposal of subsidiaries
(Increase) Decrease in guarantee deposit paid
Dividends received
Net cash flows from investing activities
Cash flows from financing activities
Increase (decrease) in short-term borrowings
Increase (decrease) in short-term notes and
bills payable
Lease principal repaym ent
(Decrease) Increase in guarantee deposit
received
Cash dividends paid
Subsidiaries paid cash dividends to minority
share interests
Subsidiaries received cash dividends from
parent
Expired cash dividends
Payments of expired cash dividends
Treasury share acquired
Acquisition of ownership interests in
subsidiaries
Net cash flows from (used in) financing
Unit: NT$ thousand
Notes
2020
2019
( $ 140,157 )
( $ 140,906 )
144,359
-
-
63,905
-
(
2,387 )
6(29)
(
291,635 )
(
268,041 )
(
62,673 )
52,996
6(10)
(
167,003 )
(
44,783 )
-
(
11,607 )
(
234 )
185
6(21)
13,053
26,570
(
504,290 )
(
324,068 )
6(29)
1,066,000
(
96,000 )
6(29)
150,476
(
99,417 )
6(29)
(
10,575 )
(
12,525 )
6(29)
(
3,236 )
269
6(18)
(
285,759 )
(
428,638 )
(
9,250 )
(
14,298 )
6(17)
5,925
8,438
6(17)
82
39
6(17)
-
(
45 )
(
19,894 )
-
6(28)
(
1,913 )
-
891,856
(
642,177 )

(Continue)

The acco mpanying notes are an integral part of these consolidated financial statements.

Chairm an: Hsing-Hai Chen

Manager: Ming-Chien Chang

Accounting Manager: Candy Chu

~116~

Elite Semiconductor Microelectronics Technology Inc. and Subsidiaries Consolidated Statem ents of C ash Flows

Years ended December 31, 2020 and 2019 December 31, 2020 and 2019 December 31, 2020 and 2019
Unit: NT$ thousand
Notes 2020 2019
activities
Net (decrease) increase in cash and cash equivalents 840,914 883,175
Cash and cash equivalents at beginning of period 6(1) 2,757,003 1,873,828
Cash and cash equivalents at end of period 6(1) $ 3,597,917 $ 2,757,003

The acco mpanying notes are an integral part of these consolidated financial statements.

Chairm an: Hsing-Hai Chen

Manager: Ming-Chien Chang

Accounting Manager: Candy Chu

~117~

Elite Semiconductor M icroelectronics Technology Inc. and Subs idiaries Notes to the Consolidated Financial Statements Years Ended December 31, 2020 and 2019

Unit: NT$ thousand (Unless otherwis e indicated)

1.His tory and Organization

Elite Semiconductor M icroelectronics Technology Inc. (the Company) was founded in M ay 1998 and s tarted operation in December of the same year. The core bus iness of the Company and its subs idiaries (collectively referred herein as “the Group”) include research, development, production, manufacture, and s ales of dynamic and static random access memory, flash memory, analog integrated circuit, analog and digital mixed integrated circuit. The Group also provides technical s ervices related to product des ign and R&D.

The Company merged with Ji Xin Technology Co., Ltd. On December 5, 2005, and merged with Eon Silicon Solution Inc. on June 8, 2016, and the Company is the surviving company.

2.The Date of Authorization for Issuance of the Consolidated Financial Statements and

Procedures for A uthorization

The consolidated financial statements were reported to the Board of Directors on February 26, 2021.

3.A pplication of New Standards , A mendments and Interpretations

(一)Effect of the adoption of new issuance of or amendments to International Financial Reporting Standards (“ IFRS” ) as endorsed by the Financial Supervisory Commiss ion (“ FSC” )

New standards , interpretations and amendments endors ed by the FSC effective from 2020 are as follows :

Effective Date by International Accounting New Standards, Amendments and Interpretations Standards Board Amendments to IAS 1 and IAS 8, “Disclosure Initiative - Definition of Material” January 1, 2020 Amendments to IFRS 3, “Definition of a Business” January 1, 2020 Amendments to IFSR 9, IAS 39, and IFRS 7, “Interest rate benchmark reform” January 1, 2020 Amendments to IFRS 16, “Covid-19-Related Rent Concessions” June 1, 2020 (Note) Note: Earlier application from January 1, 2020 is allowed by FSC.

The above s tandards and interpretations have no s ignificant impact to the Group's financial condition and financial performance based on the Group's ass ess ment.

(2) Effect of New Iss uances of or A mendments to IFRSs as Endors ed by the FSC but not yet Adopted by the Company

~118~

New standards , interpretations and amendments endors ed by the FSC effective from 2021 are as follows :


from 2021 are as follows :
Effective Date by
International
Accounting Standards
New Standards,Amendments and Interpretations Board
Amendments to IFRS 4, “Extension of the Temporary
Exemption from Applying IFRS 9”
January 1, 2021
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16,
“Interest Rate Benchmark Reform— Phase 2” January 1, 2021

The above standards and interpretations have no s ignificant impact to the Group's financial condition and financial performance bas ed on the Group's ass ess ment.

(3) Effects of IFRSs Issued by IA SB but not yet Endors ed by the FSC

New standards , interpretations and amendments iss ued by IA SB but not yet included in the IFRSs as endorsed by the FSC are as follows :

Effective Date by
International
Accounting
New Standards,Amendments and Interpretations Standards Board
Amendments to IFRS 3, “Reference to the Conceptual Framework” January 1, 2022
Amendments to IFRS 10 and IAS 28, “Sale or Contribution of Assets To be determined
between an Investor and its Associate or Joint Venture” by IASB
IFRS 17, “Insurance Contracts” January 1, 2023
Amendments to IFRS 17, “Insurance Contracts” January 1, 2023
Amendments to IAS 1, “Classification of Liabilities as Current or January 1, 2023
Non-current”
Amendments to IAS 1, “Disclosure of accounting policies” January 1, 2023
Amendments to IAS 8, “Definition of accounting estimates” January 1, 2023
Amendments to IAS 16, “Property, Plant and Equipment -Proceeds January 1, 2022
before Intended Use”
Amendments to IAS 37, “Onerous Contracts - Cost of Fulfilling a January 1, 2022
Contract”
Annual Improvements to IFRSs 2018-2020 Cycle January 1, 2022

The above s tandards and interpretations have no s ignificant impact to the Group's financial condition and financial performance based on the Group's ass ess ment.

4.Summary of Significant A ccounting Policies

The principal accounting policies applied in the preparation of these consolidated financial s tatements are s et out below. These policies have been cons is tently applied to all the periods presented, unless otherwis e stated.

~119~

(1)Compliance statement

The consolidated financial statements of the Group have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, International Financial Reporting Standards , International Accounting Standards , IFRIC Interpretations , and SIC Interpretations as endors ed by the FSC (collectively referred herein as the “IFRSs ”).

(2)Bas is of preparation

  • A . Except for the following items , thes e consolidated financial statements have been prepared under the his torical cos t convention:

  • (a) Financial assets (including derivatives instruments ) at fair value through profit or loss .

  • (b) Financial ass ets at fair value through other comprehens ive income.

  • (c) Defined benefit liabilities recognized based on the net amount of pens ion fund assets less present value of defined benefit obligations .

  • B. The preparation of financial s tatements in conformity with IFRSs , requires the use of certain critical accounting estimates . It als o requires management to exercis e its judgment in the process of applying the Group’s accounting policies . The areas involving a higher degree of judgment or complexity, or areas where assumptions and es timates are estimates are s ignificant to the consolidated financial statements are disclosed in Note 5.

(3)Bas is of consolidation

  • A . Bas is for preparation of consolidated financial statements

  • (a) A ll s ubs idiaries are included in the Group’s consolidated financial statements . Subs idiaries are all entities (including structured entities ) controlled by the Group. The Group controls an entity when the Group is expos ed, or has rights , to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of s ubs idiaries begins from the date the Group obtains control of the subs idiaries and ceases when the Group loses control of the subs idiaries .

  • (b) Inter-company transactions , balances and unrealized gains or losses on transactions between companies within the Group are eliminated. A ccounting policies of subs idiaries have been adjusted where necess ary to ensure cons is tency with the policies adopted by the Group.

  • (c) Profit or loss and each component of other comprehens ive income are attributed to the owners of the parent and to the non-controlling interests . Total comprehens ive income is attributed to the owners of the parent and to the non-controlling interests even if this res ults in the noncontrolling interests having a deficit balance.

  • (d) Changes in a parent’s ownership interes t in a subs idiary that do not result in the parent los ing control of the subs idiary (transactions with non-controlling interests ) are accounted for as equity trans actions , i.e. transactions with owners in their capacity as owners . Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the cons ideration paid or received is recognized

~120~

directly in equity.

B. Subs idiaries included in the consolidated financial s tatements :

directly in equity.
. Subs idiaries included in the consolidated
financial s tatements :
Name o f
Investor
Name o f
Subsidiary
Main Business
Activities
Ownership(%)
December 31,2020
December 31,2019
Note
Elite
Semiconductor
Microelectronics
Technology Inc.
Elite Semiconductor
Memory Technology
Inc.
Research and
development, production,
sales and related
consulting services of
integrated circuit
100
100
Elite
Semiconductor
Microelectronics
Technology Inc.
Charng Feng
Investment Ltd.
General investment
100
100
Elite
Semiconductor
Microelectronics
Technology Inc.
Jie Yong Investment
Ltd.
General investment
41.86
41.86
Note 1
Elite
Semiconductor
Microelectronics
Technology Inc.
Elite Investment
Services Ltd.
General investment
100
100
Elite
Semiconductor
Microelectronics
Technology Inc.
Elite Semiconductor
(B.V.I.) Ltd.
General investment
-
100
Note 2
Elite
Semiconductor
Microelectronics
Technology Inc.
Eon Silicon Solutions,
Inc. USA
Investigation and
research of business
situation and industrial
technology
100
100
Charng Feng
Investment Ltd.
3R Semiconductor
Technology Inc.
Product design,
wholesale and retail of
electronic materials,
manu facturing of
electronic components,
information software
services and international
trade
100
100
Charng Feng
Investment Ltd.
Elite Silicon
Technology Inc.
Product design,
wholesale and retail of
electronic materials,
manu facturing of
electronic components,
information software
services and international
trade
98.01
79.37
Charng Feng
Investment Ltd.
Elite Innovation Japan
Ltd.
Product design,
wholesale and retail of
electronic materials,
manu facturing of
electronic components,
information software
services and international
trade
100
100
Ownership(%)
Name o f
Investor
Name o f
Subsidiary
Main Business
Activities
December 31,2020
December 31,2019
Note
Charng Feng
Investment Ltd.
Elite Semiconductor
Microelectronics
Technology
(Shenzhen) Inc.
Trading of goods or
technical services,
develop and sale
products of networking
system, storage, and
peripherals, technical
100
100

~121~

consulting and services
of integrated circuit, and
after - sales service
Charng Feng Elite Semiconductor Product design, 100 - Note 3
Investment Ltd. Microelectronics wholesale and retail of
(Shanghai) electronic materials,
Technology Inc. information software
services and international
trade
Charng Feng CHI Microelectronics Trading 100 - Note 4
Investment Ltd. Limited
  • Note 1: Elite Semiconductor M icroelectronics Technology Inc. accounts for the majority of voting rights of Jie Yong Investment Ltd. and have same management. It is evaluated to have subs tantial control, so it was included in the consolidated financial statements .

  • Note 2: Elite Semiconductor (B.V.I.) Ltd. obtained a liquidated certificate from local regulatory authority on February 9, 2021, and obtained a liquidated letter from Inves tment Commis s ion of M inistry of Economic A ffairs (M OEA ) on February 20, 2021.

  • Note 3: Elite Semiconductor M icroelectronics (Shanghai) Technology Inc. was established on November 27, 2019. The Company's subs idiary, Charng Feng Inves tment Ltd., obtained the investment amount of USD 200,000 approved by the Inves tment Commis s ion of M OEA on M ay 20, 2020.

  • Note 4: CHI M icroelectronics Limited. was es tablis hed on August 31, 2020. The Company's subs idiary, Charng Feng Inves tment Ltd., obtained the investment amount of HKD 100,000 approved by the Investment Commiss ion of M OEA on December 11, 2020. It has not yet operated as of December 31, 2020.

  • C. Subs idiaries not included in the consolidated financial statements : None.

  • D. A djustments for s ubs idiaries with different balance s heet dates : Not applicable.

  • E. S ignificant res trictions : None.

  • F. Subs idiaries that have non-controlling interests that are material to the Group: None.

(4)Foreign currency trans lation

Items included in the financial s tatements of each of the Group’s entities are measured us ing the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in New Taiwan dollars , which is the Company’s functional and the Group’s presentation currency.

Foreign currency trans actions and balances

  • A . Foreign currency transactions are trans lated into the functional currency us ing the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses

~122~

  - resulting from the settlement of such transactions  are recognized in profit or loss  in the period in which they arise.
  • B. M onetary ass ets and liabilities denominated in foreign currencies at the period end are retrans lated at the exchange rates prevailing at the balance sheet date. Exchange differences aris ing upon re-trans lation at the balance sheet date are recognized in profit or loss .

  • C. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-trans lated at the exchange rates prevailing at the balance sheet date; their trans lation differences are recognized in profit or loss . Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehens ive income are re-trans lated at the exchange rates prevailing at the balance s heet date; their trans lation differences are recognized in other comprehens ive income. However, nonmonetary assets and liabilities denominated in foreign currencies that are not measured at fair value are trans lated us ing the historical exchange rates at the dates of the initial transactions .

  • D. A ll foreign exchange gains and losses are presented in the s tatement of comprehens ive income within ‘other gains and losses ’

  • (5)Class ification of current and non -current items

  • A . Assets that meet one of the following criteria are class ified as current ass ets ; otherwis e they are class ified as non-current ass ets :

    • (a)Assets aris ing from operating activities that are expected to be realized, or are intended to be s old or consumed within the normal operating cycle;

    • (b)Assets held mainly for trading purposes ;

    • (c)Assets that are expected to be realized within twelve months from the balance s heet date;

    • (d)Cash and cash equivalents , excluding res tricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities more than twelve months after the balance sheet date.

  • B. Liabilities that meet one of the following criteria are class ified as current liabilities ; otherwis e they are class ified as non-current liabilities : (a)Liabilities that are expected to be s ettled within the normal operating cycle;

    • (b)Liabilities aris ing mainly from trading activities ;

    • (c)Liabilities that are to be s ettled within twelve months from the balance sheet date;

    • (d)Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, res ult in its s ettlement by the iss ue of equity instruments do not affect its class ification.

~123~

(6)Cas h equivalents

Cash equivalents refer to s hort-term, highly liquid inves tments that are readily convertible to known amounts of cas h and which are s ubject to an ins ignificant ris k of changes in value. Time depos its that meet the definition above and are held for the purpos e of meeting s hort-term cash commitments in operations are class ified as cash equivalents .

(7)Financial ass ets at fair value through profit or loss

  • A . Financial ass ets at fair value through profit or loss are financial ass ets that are not measured at amortized cost or fair value through other comprehens ive income.

  • B. On a regular way purchase or s ale bas is , financial ass ets at fair value through profit or loss are recognized and derecognized us ing trade date accounting.

  • C. A t initial recognition, the Group measures the financial assets at fair value and recognizes the transaction costs in profit or loss . The Group subs equently meas ures the financial ass ets at fair value, and recognizes the gain or loss in profit or loss .

  • D. The Group recognizes the dividend income when the right to receive payment is es tablis hed, future economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.

(8)Financial ass ets at fair value through other comprehens ive income

  • A . Financial assets at fair value through other comprehens ive income comprise equity s ecurities which are not held for trading, and for which the Group has made an irrevocable election at initial recognition to recognize changes in fair value in other comprehens ive income and debt instruments which meet all of the following criteria:

  • (a)The objective of the Group’s bus iness model is achieved both by collecting contractual cash flows and selling financial ass ets ; and

  • (b) The assets ’ contractual cash flows represent solely payments of principal and interest.

  • B. On a regular way purchase or s ale bas is , financial ass ets at fair value through other comprehens ive income are recognized and derecognized us ing trade date accounting.

  • C. A t initial recognition, the Group measures the financial assets at fair value plus trans action costs . The Group subsequently measures the financial assets at fair value:

  • The changes in fair value of equity inves tments that were recognized in other comprehens ive income are reclass ified to retained earnings and are not reclass ified to profit or loss following the derecognition of the inves tment. Dividends are recognized as revenue when the right to receive payment is es tablished, future economic benefits ass ociated with the dividend will flow to the Group and the amount of the dividend can be meas ured reliably.

~124~

(9)Financial ass ets at amortized cost

  • A . Financial assets at amortized cost are those that meet all of the following criteria:

    • (a)The objective of the Group’s bus iness model is achieved by collecting contractual cash flows .

    • (b)The ass ets ’ contractual cash flows represent s olely payments of principal and interest.

  • B. On a regular way purchase or s ale bas is , financial ass ets at amortized cost are recognized and derecognized us ing trade date accounting.

  • C. A t initial recognition, the Group measures the financial assets at fair value plus trans action cos ts . Interest income from these financial assets is included in finance income us ing the effective interes t method. A gain or loss is recognized in profit or loss when the asset is derecognized or impaired.

  • D. The Group’s time depos its which do not fall under cash equivalents are thos e with a short maturity period and are measured at initial inves tment amount as the effect of dis counting is immaterial.

  • (10)A ccounts and notes receivable

  • A . Accounts and notes receivable entitle the Group a legal right to receive cons ideration in exchange for trans ferred goods or rendered s ervices .

  • B. The short-term accounts and notes receivable without bearing interest are subs equently measured at initial invoice amount as the effect of discounting is immaterial.

(11)Impairment of financial assets

For financial ass ets at amortized cos t, at each reporting date, the Group recognizes the impairment provis ion for 12 months expected credit loss es if there has not been a s ignificant increase in credit ris k s ince initial recognition or recognizes the impairment provis ion for the lifetime expected credit loss es (ECLs ) if s uch credit ris k has increas ed s ince initial recognition after taking into cons ideration all reas onable and verifiable information that includes forecas ts . On the other hand, for accounts receivable that do not contain a s ignificant financing component, the Group recognizes the impairment provis ion for lifetime ECLs .

(12)Derecognition of financial assets

The Group derecognizes a financial ass et when the contractual rights to receive the cash flows from the financial asset expire.

(13)Inventories

Inventories are stated at the lower of cost and net realizable value. Cos t is determined us ing the weighted-average method. The cost of finis hed goods and work in progress comprises raw materials , direct labor, other direct cos ts and related production overheads . It excludes borrowing cos ts . The item by item approach is used in applying the lower of cos t and net realizable value. Net realizable value is the estimated selling price in the ordinary course of bus iness , less the es timated cos t of completion and applicable variable selling expens es .

~125~

(14)Inves tments accounted for us ing equity method / associates

  • A . Associates are all entities over which the Group has s ignificant influence but not control. In general, it is presumed that the investor has s ignificant influence, if an investor holds , directly or indirectly 20 percent or more of the voting power of the inves tee. Investments in associates are accounted for us ing the equity method and are initially recognized at cos t.

  • B. The Group’s s hare of its associates ’ post-acquis ition profits or loss es is recognized in profit or loss , and its share of post-acquis ition movements in other comprehens ive income is recognized in other comprehens ive income. When the Group’s share of losses in an ass ociate equals or exceeds its interest in the associate, including any other unsecured receivables , the Group does not recognize further losses , unless it has incurred legal or cons tructive obligations or made payments on behalf of the associate.

  • C. W hen changes in an associate’s equity do not aris e from profit or loss or other comprehens ive income of the associate and such changes do not affect the Group’s ownership percentage of the associate, the Group recognizes the Group’s share of change in equity of the associate in ‘capital s urplus ’ in proportion to its ownership.

  • D. Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates . Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset trans ferred. Accounting policies of associates have been adjusted where necessary to ensure cons is tency with the policies adopted by the Group.

  • E. In the cas e that an ass ociate issues new shares and the Group does not subs cribe or acquire new shares proportionately, which res ults in a change in the Group’s owners hip percentage of the associate but maintains s ignificant influence on the associate, then ‘capital surplus ’ and ‘investments accounted for under the equity method’ shall be adjus ted for the increase or decrease of its s hare of equity interest. If the above condition causes a decrease in the Group’s ownership percentage of the ass ociate, in addition to the above adjus tment, the amounts previous ly recognized in other comprehens ive income in relation to the associate are reclass ified to profit or loss proportionately on the same bas is as would be required if the relevant assets or liabilities were dispos ed of.

  • F. Upon loss of s ignificant influence over an associate, the Group remeas ures any investment retained in the former associate at its fair value. A ny difference between fair value and carrying amount is recognized in profit or loss .

  • G. W hen the Group dispos es its inves tment in an associate and loses s ignificant influence over this associate, the amounts previous ly recognized in other comprehens ive income in relation to the associate, are reclass ified to profit or loss , on the same bas is as would be required if the relevant ass ets or liabilities were disposed of. If it retains s ignificant influence over this associate, the amounts previous ly recognized in other comprehens ive income in relation to the associate are reclass ified to profit or loss proportionately in accordance with the aforementioned approach.

~126~

(15)Property, plant and equipment

  • A . Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the cons truction period are capitalized.

  • B. Subs equent cos ts are included in the ass et’s carrying amount or recognized as a separate ass et, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. A ll other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  • C. Land is not depreciated. Other property, plant and equipment apply cos t model and are depreciated us ing the straight-line method to allocate their cost over their estimated us eful lives . Each part of an item of property, plant, and equipment with a cost that is s ignificant in relation to the total cos t of the item mus t be depreciated separately.

  • D. The ass ets ’ res idual values , useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets ’ res idual values and useful lives differ from previous es timates or the patterns of consumption of the assets ’ future economic benefits embodied in the assets have changed s ignificantly, any change is accounted for as a change in es timate under IA S 8, ‘A ccounting Policies , Changes in Accounting Es timates and Errors ’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows :

  • Buildings and s tructures 3~20 years M achinery and equipment 3~8 years Tes ting equipment 3~8 years Other 3~10 years

(16) Leas ing arrangements (less ee)- right -of-use ass ets/ leas e liabilities

  • A . Leas es are recognized as a right-of-us e asset and a corresponding lease liability at the date at which the leased ass et is available for use by the Group. For short-term leases or leases of low value ass ets , leas e payments are recognized as an expense on a straight-line bas is over the lease term.

  • B. Leas e liabilities include the net present value of the remaining lease payments at the commencement date, discounted us ing the incremental borrowing interes t rate. Lease payments are compris ed of Fixed payments , less any lease incentives receivable. The Group subs equently measures the lease liability at amortized cos t us ing the interest method and recognizes interest expens e over the lease term.

  • Starting from the lease date, the Group ass esses whether it can reasonably determine its option to extend the leas e or purchase the underlying ass et, or not to terminate the leas e. The Group cons iders all relevant facts and circumstances that will generate economic incentives to exercis e or not exercis e the options . Such circumstances include all e xpected changes in facts and s ituations from the start of the lease to the day when the option is exercis ed. Main factors to cons ider include contractual terms and conditions within the period of options and the importance of the underlying ass et to the less ee’s operations , etc. The lease term will be reass essed if a

~127~

s ignificant change or a major change in circumstances occurs within the Company's control range.

The leas e liability is remeasured and the amount of remeas urement is recognized as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications .

  • C. A t the commencement date, the right-of-us e asset is s tated at cost. The cost is the amount of the initial meas urement of lease liability. The right-of-us e ass et is measured subs equently us ing the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s us eful life or the end of the leas e term. When the leas e liability is remeasured, the amount of remeas urement is recognized as an adjustment to the right-of-us e ass et.

  • (17)Inves tment property

An investment property is s tated initially at its cos t and measured subs equently us ing the cost model. Investment property is depreciated on a straight-line bas is over its estimated useful life of 20 years . (18)Intangible assets

  • A . Patent and technical s kill, customer relationship Separately acquired patent is stated at his torical cos t. Patent and technical s kill, customer relations hip acquired in a bus iness combination are recognized at fair value at the acquis ition date and amortized on a straight-line bas is over their estimated useful lives of 3 years .

  • B. Goodwill

    • Goodwill aris es in a bus iness combination accounted for by applying the acquis ition method.
  • C. Other intangible assets , mainly computer s oftware, are s tated at cost and amortized on a s traight-line bas is over their estimated useful lives of 1 ~ 3 years .

  • (19)Impairment of non -financial ass ets

  • A . The Group assess es at each balance sheet date the recoverable amounts of thos e assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. Except for goodwill, when the circums tances or reas ons for recognizing impairment loss for an ass et in prior years no longer exis t or diminis h, the impairment loss is revers ed. The increas ed carrying amount due to reversal should not be more than what the depreciated or amortized his torical cos t would have been if the impairment had not been recognized.

  • B. The recoverable amount of goodwill is evaluated periodically. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. Impairment loss of goodwill previous ly recognized in profit or loss shall not be revers ed in the following years .

  • C. For the purpose of impairment testing, goodwill acquired in a bus iness

~128~

combination is allocated to each of the cas h-generating units , or groups of cash-generating units , that is/are expected to benefit from the synergies of the bus iness combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purpos es . Goodwill is monitored at the operating s egment level.

(20)Borrowings

Borrowings are short-term bank borrowings . Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subs equently stated at amortized cost; any difference between the proceeds (net of transaction cos ts ) and the redemption value is recognized in profit or loss over the period of the borrowings us ing the effective interest method. (21)Notes and accounts payable

Notes and accounts payable are obligations to pay for goods or s ervices that have been acquired in the ordinary cours e of bus iness from s uppliers . They are recognized initially at fair value and s ubs equently meas ured at amortized cost us ing the effective interest method. However, for short-term accounts payable without bearing interest, as the effect of discounting is ins ignificant, they are measured s ubsequently at original invoice amount.

(22)Derecognition of financial liabilities

A financial liability is derecognized when the obligation specified in the contract is either discharged or cancelled or expires . (23)Provis ions

Provis ions of decommiss ioning are recognized when the Group has a present legal or constructive obligation as a result of pas t events , and it is probable that an outflow of economic resources will be required to s ettle the obligation and the amount of the obligation can be reliably estimated. Provis ions are measured at the pres ent value of the expenditures expected to be required to settle the obligation on the balance s heet date, which is dis counted us ing a pre-tax dis count rate that reflects the current market ass ess ments of the time value of money and the ris ks specific to the obligation. W hen dis counting is us ed, the increas e in the provis ion due to passage of time is recognized as interest expens e. Provis ions are not recognized for future operating loss es . (24) Employee benefits

  • A . Short-term employee benefits

  • Short-term employee benefits are measured at the undis counted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognized as expens e in that period when the employees render s ervice.

  • B. Pens ions

  • (a)Defined contribution plans

For defined contribution plans , the contributions are recognized as pens ion expens e when they are due on an accrual bas is . Prepaid contributions are recognized as an ass et to the extent of a cash refund or a reduction in the

~129~

future payments .

(b)Defined benefit plans

  • I. Net obligation under a defined benefit plan is defined as the present value of an amount of pens ion benefits that employees will receive on retirement for their s ervices with the Group in current period or prior periods . The liability recognized in the balance s heet in respect of defined benefit pens ion plans is the present value of the defined benefit obligation at the balance s heet date less the fair value of plan ass ets . The net defined benefit obligation is calculated annually by independent actuaries us ing the projected unit credit method. The rate us ed to dis count is determined by us ing interes t rates of government bonds at the balance sheet date of a currency and term cons is tent with the currency and term of the employment benefit obligations .

  • II. Re measurements aris ing on defined benefit plans are recognized in other comprehens ive income in the period in which they aris e and are recorded as other equity.

  • III. Pas t s ervice costs are recognized immediately in profit or loss .

  • C. Employees ’ compensation and directors ’ and supervisors ’ remuneration Employees ’ compensation and directors ’ and s upervis ors ’ remuneration are recognized as expens e and liability, provided that such recognition is required under legal or constructive obligation and thos e amounts can be reliably estimated. Any difference between the resolved amounts and the subs equently actual dis tributed amounts is accounted for as changes in es timates . If employee compens ation is paid by shares , the Group calculates the number of shares bas ed on the clos ing price at the previous day of the board meeting resolution.

  • (25) Employee share based payment

For the equity-settled s hare-bas ed payment arrangements , the employee services received are measured at the fair value of the equity instruments granted at the grant date, and are recognized as compens ation cost over the vesting period, with a corresponding adjustment to equity. The fair value of the equity instruments granted s hall reflect the impact of market ves ting conditions and non-ves ting conditions . Compensation cost is subject to adjustment based on the s ervice conditions that are expected to be s atis fied and the estimates of the number of equity ins truments that are expected to vest under the non-market vesting conditions at each balance sheet date. Ultimately, the amount of compens ation cost recognized is bas ed on the number of equity instruments that eventually ves t.

(26)Income tax

  • A . The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss , except to the extent that it relates to items recognized in other comprehens ive income or items recognized directly in equity, in which cas es the tax is recognized in other comprehens ive income or equity.

  • B. The current income tax expens e is calculated on the bas is of the tax laws subs tantively enacted at the balance s heet date in the countries where the

~130~

Company and its s ubs idiaries operate and generate taxable income. M anagement periodically evaluates pos itions taken in tax returns with respect to s ituations in accordance with applicable tax regulations . It es tablishes provis ions where appropriate bas ed on the amounts expected to be paid to the tax authorities . An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings .

  • C. Deferred tax is recognized, us ing the balance sheet liability method, on temporary differences aris ing between the tax bas es of assets and liabilities and their carrying amounts in the cons olidated balance sheet. However, the deferred tax is not accounted for if it aris es from initial recognition of goodwill or of an asset or liability in a transaction other than a bus iness combination that at the time of the transaction affects neither accounting nor taxable profit or loss . Deferred tax is provided on temporary differences aris ing on investments in subs idiaries , except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined us ing tax rates and laws that have been enacted or s ubstantially enacted by the balance sheet date and are expected to apply when the related deferred tax ass et is realized or the deferred tax liability is settled.

  • D. Deferred tax ass ets are recognized only to the extent that it is probable that future taxable profit will be available agains t which the temporary differences can be utilized. A t each balance s heet date, unrecognized and recognized deferred tax assets are reass essed.

  • E. A deferred tax asset shall be recognized for the carryforward of unused tax credits resulting from acquis itions of equipment or technology, research and development expenditures and equity investments to the extent that it is poss ible that future taxable profit will be available against which the unused tax credits can be utilized.

  • F. If a change in tax rate is enacted, the Group recognizes the effect of the change immediately in the interim period in which the change occurs . The effect of the change on items recognized outs ide profit or loss is recognized in other comprehens ive income or equity while the effect of the change on items recognized in profit or loss is recognized in profit or loss .

(27)Share capital

  • A . Ordinary shares are class ified as equity. Incremental costs directly attributable to the issue of new s hares or stock options are shown in equity as a deduction, net of tax, from the proceeds .

  • B. W here the Company repurchas es the Company’s equity share capital that has been iss ued, the cons ideration paid, including any directly attributable incremental cos ts (net of income taxes ) is deducted from equity attributable to the Company’s equity holders . W here such shares are subsequently reissued, the difference between their book value and any cons ideration received, net of any directly attributable incremental trans action costs and the related income tax effects , is included in equity attributable to the Company’s equity holders .

~131~

(28)D ividends

Dividends are recorded in the Company’s financial s tatements in the period in which they are resolved by the Company’s s hareholders . Cash dividends are recorded as liabilities ; stock dividends are recorded as stock dividends to be distributed and are reclass ified to ordinary shares on the effective date of new shares issuance.

(29)Revenue recognition

  • A . The Group manufactures and sells integrated circuit. Sales are recognized when control of the products has trans ferred, being when the products are delivered to the cus tomer, 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 ris ks of obsolescence and loss have been trans ferred to the customer, and either the customer has accepted the products in accordance with the sales contract, or the Group has objective evidence that all criteria for acceptance have been satis fied.

  • B. The Group accepts sales orders from customers . Sales revenue is recognized according to the contract price, and the Group trans fers the promis ed goods or s ervices to cus tomers . Since the cus tomer's payment period does not exceed one year, the Group has not adjusted the monetary time value of the transaction price.

  • C. A receivable is recognized when the goods are delivered as this is the point in time that the cons ideration is unconditional because only the passage of time is required before the payment is due.

(30)Operating s egments

Operating segments are reported in a manner cons istent with the internal reporting provided to the chief operating decis ion maker. The Group’s chief operating decis ion maker, who is respons ible for allocating resources and ass ess ing performance of the operating segments .

5.Critical A ccounting Judgements , Estimates and Key Sources of Assumption Uncertainty

The preparation of these consolidated financial s tatements requires management to make critical judgements in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events . Assumptions and es timates may differ from the actual res ults and are continually evaluated and adjusted based on his torical experience and other factors . Such assumptions and es timates have a s ignificant ris k of caus ing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; and the related information is address ed below:

(1) Critical judgements in applying the Group ’s accounting policies

None.

(2) Critical accounting estimates and assumptions

Evaluation of inventories

As inventories are s tated at the lower of cos t and net realizable value, the

~132~

Group must determine the net realizable value of inventories on balance s heet date us ing judgements and es timates . Due to the rapid technology innovation, the Group evaluates the amounts of obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realizable value. Such an evaluation of inventories is principally bas ed on the demand for the products within the specified period in the future. Therefore, there might be material changes to the evaluation. As of December 31, 2020, the carrying amount of inventories was $5,969,330.

6.Details of Significant Accounts

(1)Cas h and cas h equivalents

Cash on hand and revolving funds
Checking accounts and demand
deposits
Time deposits
December 31,2020 December 31,2019
$ 137

1,042,489
2,555,291
$ 3,597,917
$ 171
394,658
2,362,174
$ 2,757,003
  • A . The Group associates with a variety of financial ins titutions all with high credit quality to dis pers e credit ris k, so it expects that the probability of counterparty default is remote.

  • B. Details of the Group's cash and cas h equivalents pledged to others as collateral are provided in Note 8.

(2)Financial ass ets at fair value through profit or loss

Item December 31,2020 December 31,2019
Current items:
Financial assets mandatorily
measured at fair value through
profit or loss
Listed stock

Emerging stocks
Unlisted stock
Beneficiary certificates
Bonds
Preference share
Subtotal
Valuation adjustment
Total
$ 576
162,911
8,113
72,991
31,226
13,784
289,601
75,873

$ 365,474
$ 1,567
148,013
23,263
74,442
31,226
14,510
293,021
( 40,428)

$ 252,593

~133~

  • A . A mounts recognis ed in profit or loss in relation to financial ass ets at fair value through profit or loss are listed below:
Financial assets mandatorily
measured at fair value through
profit or loss
Equity instruments
Debt instruments
Beneficiary certificates
Total
Year ended December 31, Year ended December 31,
2020 2019
$ 123,592

2,465
6,571
$ 132,628
($ 14,498)
3,115
2,656
($ 8,727)
  • B. The Group has no financial assets at fair value through profit or loss pledged to others .

  • C. Information relating to credit ris k is provided in Note 12(2)C(b).

  • (3)Financial ass ets at fair value through other comprehens ive income

Item December 31,2020 December 31,2019
Non-current items:
Equity instruments
Unlisted stock
Valuation adjustment
$ 59,300
5,536
$ 64,836
$ 59,300
( 8,524)

$ 50,776

The Group has elected to class ify equity investments that are cons idered to strategic inves tments as financial assets at fair value through other comprehens ive income. The fair value of such investments amounted to $64,836 and $50,776 as at December 31, 2020 and 2019, res pectively. (4)A ccounts receivable

Accounts receivable - general customers
Accounts receivable - related parties
Less: Allo wance for losses
December 31,2020 December 31,2019 December 31,2019
$ 1,638,733
973
1,639,706
( 5,713)
$ 1,633,993
$ 1,270,992
241
1,271,233
( 14,295)

$ 1,256,938

~134~

  • A . The ageing analys is of accounts receivable is as follows :
Not past due
Past due-within 30 days
Past due-31-90 days
Past due-91-180 days
Past due-over 180 days
December 31,2020 December 31,2019
$ 1,633,993
-
-
-
5,713
$ 1,639,706
$ 1,256,700
238
-
-
14,295
$ 1,271,233

The above aging analys is was bas ed on past due date.

  • B. A s at December 31, 2020 and 2019, without taking into account any collateral held or other credit enhancements , the maximum hedge to credit ris k in respect of the amount that best represents the Group’s accounts receivable were $1,633, 993 and $1,256,938, res pectively.

  • C. The collaterals and fair value held by the Group as guarantee for accounts receivable are as follows :


receivable are as follows :
Bank guarantee
Pledged certificate of deposit
Guarantee deposits received (shown
as “other non-current liabilities”)
Letters of credit
Company promissory note/check
December 31,2020 December 31,2019
$ 33,044
4,272
5,526
760,162
555,221
$ 1,358,225
$ 43,494
7,500
8,794
546,672
366,621
$ 973,081
  • D. Information relating to credit ris k is provided in Note 12(2).

  • E. A s at December 31, 2020 and 2019, accounts receivable were all from contracts with cus tomers . As at January 1, 2019, the balance of receivables from contracts with customers amounted to $1,105,913.

  • F. The Group has no accounts receivable pledged to others as collateral.

(5)Inventories

Raw materials
Work in progress
Finished goods
Inventory in transit
December 31,2020 December 31,2020
Cost Allowance for
valuation loss
Book value
$ 138,104
4,724,556
1,199,604
6,540
$ 6,068,804
($ 10,726)
( 20,266)
( 68,482)
-
($ 99,474)
$ 127,378
4,704,290
1,131,122
6,540
$ 5,969,330

~135~

Raw materials
Work in progress
Finished goods
Inventory in transit
December 31,2019 December 31,2019
Cost Allowance for
valuation loss
Book value
$ 158,670
4,013,286
965,399
4,393
$ 5,141,748
($ 9,794)

( 70,663)
( 88,739)
-
($ 169,196)
$ 148,876
3,942,623
876,660
4,393
$ 4,972,552

The Group recognized as expens e or loss :

Cost of goods sold
Reversal of allowance on market value
decline and obsolete and slow-moving
inventories
Year ended December 31, Year ended December 31,
2020 2019
$ 12,687,819
( 69,722)

$ 12,618,097
$ 10,266,729
( 85,458)

$ 10,181,271

The reversal of allowance were recognized due to sale of certain inventories which were previous ly provided with allowance for price decline. (6)Investments accounted for under the equity method


nvestments accounted for under the equity method

uity method
2020
2019
At January 1
$ 33,210 $ -
Addition of investments accounted for using
equity method(Note)
-
46,404
Share of profit or loss of investments
accounted for using equity method
673
( 13,194)
At December 31
$ 33,883
$ 33,210
December 31,2020
December 31,2019
Associates
$ 33,883
$ 33,210
2020 2019
$ -
46,404
13,194)

$ 33,210

Note: The Group held 7,795 thous and shares or NT$77,950 in its subs idiary, Canyon Semiconductor Inc. (collectively referred herein as “Canyon Semiconductor”).As the Group did not participate in Canyon Semiconductor Inc.’s capital increas e by the issuance of s hares for cash on March 4, 2019, the s hareholding ratio of the Group decreas ed from 77.95% to 38.21%. In addition, Charng Feng Inves tment Ltd. purchased shares of Canyon Semiconductor Inc. in December 2019, increas ing its percentage of shareholding from 38.21% to 40.93%. Though the Group no longer controls Canyon Semiconductor, it has still s ignificant influences on the subs idiary.

~136~

A . Associates

  • (a) The bas ic information of the ass ociates that are material to the Group is as follows :
sociates
The bas ic information of the ass ociates that are material to the Group is
as follows :
sociates
The bas ic information of the ass ociates that are material to the Group is
as follows :
Companynam e
Principal place
of business
Shareholdingratio
Nature of
relationship
Method of
measurement
Canyon
Semiconductor
Inc.
Taiwan
Decem ber 31,
2020
Decem ber 31,
2019
40.93%
40.93%
Holding over
20% of
voting rights
Equity
method
  • (b) The summarized financial information of the associates that are material to the Group is as follows :

  • Balance sheet

Canyon Semiconductor Inc.

Current assets
Non-current assets
Current liabilities
Total net assets
Share in associate's net assets
Carrying amount of the
associate
Revenue
Profit (loss) for the period from
continuing operations
Total comprehensive income
(loss)
December 31,2020 December 31,2020
Year ended December 31,
2020 2019
$ 149,872
$ 1,642
$ 1,642
$ 21,440
($ 33,589)

($ 33,589)

~137~

(7)Property, plant and equipment

At January 1, 2020
Cost
Accumulated
depreciation
and impairm ent
2020
At January 1
Additions
Transfer (Note)
Depreciation charge
At Decem ber 31
At Decem ber 31, 2020
Cost
Accumulated
depreciation
and impairm ent
At January 1, 2019
Cost
Accumulated
depreciation
and impairm ent
2019
At January 1
Additions
Transfer (Note)
Effects due to changes
in consolidated entities
Depreciation charge
At Decem ber 31
At Decem ber 31, 2019
Cost
Accumulated
depreciation
and impairm ent
Land
Buildings and
structures
Machinery
equipm ent
Testing
equipm ent
Land
Buildings and
structures
Machinery
equipm ent
Testing
equipm ent
Land
Buildings and
structures
Machinery
equipm ent
Testing
equipm ent
Land
Buildings and
structures
Machinery
equipm ent
Testing
equipm ent
Others Total
$9,023
$635,941
$429,782
$249,302

-
( 364,888)
( 352,626)
( 146,396)
$9,023
$271,053
$ 77,156
$102,906
$9,023
$271,053
$ 77,156
$102,906
-
505
85,605
38,058
-
-
2,719
1,455
-
( 34,055)
( 22,509)
( 22,815)
$9,023
$237,503
$142,971
$119,604
$9,023
$636,446
$518,018
$287,860

-
( 398,943)
( 375,047)
( 168,256)
$9,023
$237,503
$142,971
$119,604
Land
Buildings and
structures
Machinery
equipm ent
Testing
equipm ent
$1,231,048
( 994,858)
$ 236,190
$ 236,190
252,171
-
( 220,864)
$ 267,497
$1,481,488
(1,213,991)
$ 267,497
Others
$2,555,096
( 1,858,768)

$ 696,328

$ 696,328
376,339
4,174
( 300,243)


$ 776,598


$2,932,835
( 2,156,237)

$ 776,598

Total
$9,023
-
$9,023
$9,023
-
-
-
-
$9,023
$9,023
-
$9,023
$615,250
( 332,185)
$283,065
$283,065
5,496
15,195
-
( 32,703)
(
$271,053
$635,941
( 364,888)
$271,053
$393,874
( 313,959)
$ 79,915
$ 79,915
35,908
-
-
(
38,667)

$ 77,156
$429,782
( 352,626)
$ 77,156
$188,647

( 134,215)

$ 54,432
$ 54,432
10,070
59,205
336)

( 20,465)

$102,906
$249,302

( 146,396)

$102,906
$1,081,083
( 708,456)
$ 372,627
$ 372,627
159,093
-
( 2,843)
( 292,687)
$ 236,190
$1,231,048
( 994,858)
$ 236,190
$2,287,877
( 1,488,815)

$ 799,062

$ 799,062
210,567
74,400
( 3,179)
( 384,522)


$ 696,328


$2,555,096
( 1,858,768)

$ 696,328

Note: Trans ferred from prepayments for equipment (shown as “other non-current ass ets ”).

A . For the years ended December 31, 2020 and 2019 no interest expens e was

~138~

capitalized on property, plant and equipment in the Group.

  • B. The Group has no property, plant and equipment pledged to others .

  • (8)Leas ing arrangements -lessee

  • A . The Group leases various ass ets including land, buildings and s tructures , bus iness vehicles , printers . Rental contracts are typically made for periods of 2 to 20 years . Lease terms are negotiated on an individual bas is and contain a wide range of different terms and conditions . Short-term leas es with a lease term of 12 months or less compris e bus iness vehicles and staff dormitory.

  • B. The carrying amount of right-of-us e assets and the depreciation charge are as follows :


as follows :
Land
Buildings and structures
Business vehicles
Printers
December 31,2020
December 31,2019
Book value

$ 62,221
15,188
3,083
290
$ 80,782
$ 65,641
19,270

470
986
$ 86,367
Land
Buildings and structures
Business vehicles
Printers
Year ended December 31, Year ended December 31,
2020 2019
Depreciation charge
$ 3,420
6,294
711
696
$ 11,121
$ 3,420
7,334
1,732
696
$ 13,182
  • C. For the years ended December 31, 2020 and 2019, the additions to right-of-use ass ets were $10,410 and $0, respectively.

  • D. The information on profit and loss accounts relating to lease contracts is as follows :


follows :
Items affecting profit or loss
Interest expense on lease liabilities
Expense on short-term lease contracts
Year ended December 31,
2020 2019
$ 1,203
$ 7,855
$ 1,191

$ 9,052
  • E. For years ended December 31, 2020 and 2019, the Group’s total cash outflow for leases were $19,633 and $22,909, res pectively.

  • (9)Investment property

~139~

Buildings and structures

Buildings and structures uildings and structures
At January 1, 2020
Cost
Accumulated depreciation
and impairment
2020
At January 1
Depreciation charge
At December 31
At December 31, 2020
Cost
Accumulated depreciation
and impairment
At January 1, 2019
Cost
Accumulated depreciation
and impairment
2019
At January 1
Depreciation charge
At December 31
At December 31, 2019
Cost
Accumulated depreciation
and impairment
$ 20,369
( 1,698)
$ 18,671
$ 18,671
( 970)
$ 17,701
$ 20,369
( 2,668)
$ 17,701
Buildings and structures
$ 20,369
( 1,698)

$ 18,671

$ 18,671
970)

$ 17,701

$ 20,369
( 2,668)

$ 17,701

$ 20,369
( 728)

$ 19,641
$ 19,641
( 970)

$ 18,671
$ 20,369
( 1,698)

$ 18,671

~140~

  • A . Rental income from investment property and direct operating expenses aris ing from investment property are shown below:
Rental income from investment
property
Direct operating expenses arising
from the investment property that
generated rental income during
the period
Year ended December 31, Year ended December 31,
2020 2019
$ 2,470
$ 970
$ 2,436
$ 970
  • B. The fair value of the investment property held by the Group as at December 31, 2020 and 2019 was $10,516 and $10,538, res pectively, which was valued by income approach. Key assumptions are as follows :
Rate of net return on capital (Note) December 31,2020 December 31,2019
13.29% 13.86%

Note: Calculated based on the weighted average capital cos t of the issuer.

  • C. For the years ended December 31, 2020 and 2019 no interes t expens e was capitalized on inves tment property in the Group.

  • D. The Group has no investment property pledged to others .

(10)Intangible assets

At January 1, 2020
Cost
Accumulated
depreciation
and impairm ent
2020
At January 1
Additions
Amortization charge
Impairment loss
At Decem ber 31
At Decem ber 31, 2020
Cost
Accumulated
depreciation
and impairm ent
Patents and
Customer
Technical skill
Relationship
Patents and
Customer
Technical skill
Relationship
Patents and
Customer
Technical skill
Relationship
Goodwill Others Total
$ 34,478
( 25,556)
$ 8,922
$ 8,922
-
( 5,098)
-
$ 3,824
$ 34,478
( 30,654)
$ 3,824
$ 11,000
( 11,000)
$ -
$ -
-
-
-
$ -
$ 11,000
( 11,000)
$ -
$ 80,758
( 37,104)
$ 43,654
$ 43,654
-
-
( 25,352)
$ 18,302
$ 80,758
( 62,456)
$ 18,302
$ 203,852
( 174,835)
$ 29,017
$ 29,017
167,003
( 106,458)
-
$ 89,562
$ 370,855
( 281,293)
$ 89,562
$ 330,088
( 248,495)

$ 81,593

$ 81,593
167,003
( 111,556)
( 25,352)

$ 111,688
$ 497,091
( 385,403)

$ 111,688

~141~

At January 1, 2019
Cost
Accumulated
depreciation
and impairm ent
2019
At January 1
Additions
Amortization charge
Impairment loss
At Decem ber 31
At Decem ber 31, 2019
Cost
Accumulated
depreciation
and impairm ent
Patents and
Customer
Technical skill
Relationship
Patents and
Customer
Technical skill
Relationship
Patents and
Customer
Technical skill
Relationship
Goodwill Others Total
$ 34,478
( 16,596)
$ 17,882
$ 17,882
-
( 8,960)
-
$ 8,922
$ 34,478
( 25,556)
$ 8,922
$ 11,000
( 9,473)
$ 1,527
$ 1,527
-
( 1,527)
-
$ -
$ 11,000
( 11,000)
$ -
$ 80,758
( 25,047)
$ 55,711
$ 55,711
-
-
( 12,057)
$ 43,654
$ 80,758
( 37,104)
$ 43,654
$ 159,069
( 100,214)
$ 58,855
$ 58,855
44,783
( 74,621)
-
$ 29,017
$ 203,852
( 174,835)
$ 29,017
$ 285,305
( 151,330)

$ 133,975

$ 133,975
44,783
( 85,108)
( 12,057)

$ 81,593

$ 330,088
( 248,495)

$ 81,593
  • A . Details of amortization on intangible assets are as follows :
Operating costs
Selling expenses
Administrative expenses
Research and development expenses
Year ended December 31, Year ended December 31,
2020 2019
$ 5,098
176
909
105,373
$ 111,556
$ 8,405

1,864

711
74,128
$ 85,108
  • B. For the years ended December 31, 2020 and 2019 no interest expens e was capitalized on intangible assets in the Group.

C. Impairment information about the intangible assets is provided in 6(11).

  • D. The Group has no intangible assets pledged to others .

(11)Impairment of non -financial assets

The Group performs impairment tests on the recoverable amount of goodwill on the balance sheet date. The recoverable amount of cash-generating units has been determined based on value-in-us e calculations . Thes e calculations us e cash flow projections approved by the management covering a five-year period as the bas is for es timation. The relevant dis count rates for 2020 and 2019 were 13.29% and 13.86%, respectively. The value-in-us e us ed by the Group to calculate cash-generating units is derived from historical

~142~

information on estimated future revenue growth rates , gross profit margins , and operating expens e ratios , with reference to future industrial economic trends . The recoverable amount calculated bas ed on the above key ass umptions is lower than the book value of goodwill. Thus , the Group recognized impairment losses of $25,352 and $12,057 in 2020 and 2019, respectively.

(12)Short -term borrowings


respectively.
ort-term borrowings
Type of borrowings
Bank borrowings
Credit loans
Type of borrowings
Bank borrowings
Credit loans
December 31,
2020
Interest rate range
Collateral
$ 1,340,000
0.75%~1.05%
None
December 31,
2019
Interest rate range
Collateral
$ 274,000
0.98%~1.90%
None

Interes t expens e recognized in profit or loss amounted to $8,184 and $5,340 for the years ended December 31,2020 and 2019, res pectively. (13)Other payables

Salary and bonus payables
Payable on employees and
director remuneration
Payable on equipment
Others
December 31,2020
$ 381,089
80,658
146,904
85,350
$ 694,001
December 31,2019
$ 295,252
36,191
58,026
73,054
$ 462,523

(14)Pens ions

  • A .(a) The Company and its domes tic subs idiaries have a defined benefit pens ion plan in accordance with the Labor Standards A ct, covering all regular employees ’ service years prior to the enforcement of the Labor Pens ion A ct on July 1, 2005 and service years thereafter of employees who chos e to continue to be s ubject to the pens ion mechanis m under the Labor Standards A ct. Under the defined benefit pens ion plan, two units are accrued for each year of service for the firs t 15 years and one unit for each additional year thereafter, s ubject to a maximum of 45 units . Pens ion benefits are bas ed on the number of units accrued and the average monthly s alaries and wages of the las t 6 months prior to retirement. The Company and its domestic subs idiaries contribute monthly an amount equal to 2% of the employees ’ monthly salaries and wages to the retirement fund depos ited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. A ls o, the Company and its domes tic subs idiaries would assess the

~143~

balance in the aforementioned labor pens ion reserve account by December 31, every year. If the account balance is insufficient to pay the pens ion calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Company and its domestic subs idiaries will make contributions for the deficit by next M arch.

  • (b) The amounts recognized in the balance s heet are as follows :
Present value of defined benefit
obligations
Fair value of plan assets
Unadjusted amount for the period
Net liability recognized in the
balance sheet
December 31,2020 December 31,2019
$ 14,033
( 2,663)
11,370
( 850)
$ 12,739
( 2,409)


10,330
( 21)


$ 10,520

$ 10,309
  • (c) M ovements in net defined benefit liabilities are as follows :
2020
At January 1
Current service cost
Interest (expense) incom e
Remeasurem ents:
Return on plan assets
(excluding amounts included
in interest incom e or
expense)
Change in financial
assumptions
Experience adjustm ents
Pension fund contribution
Unadjusted amount for the
period
At Decem ber 31
Present value of
defined benefit
obligations
Fair value of plan
assets
Net defined benefit
liability
Present value of
defined benefit
obligations
Fair value of plan
assets
Net defined benefit
liability
Present value of
defined benefit
obligations
Fair value of plan
assets
Net defined benefit
liability
($ 12,739)
( 314)
( 88)
( 13,141)
-
( 524)
( 368)
( 892)
-
-
($ 14,033)
$ 2,409
-
18
2,427
80
-
-
80
156
-
$ 2,663
($ 10,330)
( 314)
( 70)

( 10,714)
80
( 524)
( 368)

( 812)

156
850
($ 10,520)

~144~

Present value of
defined benefit
obligations
Fair value of plan
assets
Net defined benefit
liability
2019
At January 1
($ 11,614)
$ 2,164
($ 9,450)
Current service cost
( 299)
-
( 299)
Interest (expense) incom e
( 116)
21
( 95)
( 12,029)
2,185
( 9,844)
Remeasurem ents:
Return on plan assets
(excluding amounts included
in interest incom e or
expense)
-
74
74
Change in financial
assumptions
( 385)
-
( 385)
Experience adjustm ents
( 325)
-
( 325)
( 710)
74
( 636)
Pension fund contribution
-
150
150
Unadjusted amount for the
period
-
-
21
At Decem ber 31
($ 12,739)
$ 2,409
($ 10,309)
Present value of
defined benefit
obligations
Fair value of plan
assets
Net defined benefit
liability
Present value of
defined benefit
obligations
Fair value of plan
assets
Net defined benefit
liability
Present value of
defined benefit
obligations
Fair value of plan
assets
Net defined benefit
liability
Present value of
defined benefit
obligations
Fair value of plan
assets
Net defined benefit
liability
($ 11,614)
( 299)
( 116)
( 12,029)
-
( 385)
( 325)
( 710)
-
-
($ 12,739)
$ 2,164
-
21
2,185
74
-
-
74
150
-
$ 2,409
($ 9,450)
( 299)
( 95)

( 9,844)
74
( 385)
( 325)

( 636)

150
21
($ 10,309)
  • (d) The Bank of Taiwan was commis s ioned to manage the Fund of the Company’s and domes tic subs idiaries ’ defined benefit pens ion plan in accordance with the Fund’s annual investment and utilization plan and the “Regulations for Revenues , Expenditures , Safeguard and Utilization of the Labor Retirement Fund” (A rticle 6: The s cope of utilization for the Fund includes depos it in domes tic or foreign financial ins titutions , investment in domes tic or foreign lis ted, over-the-counter, or private placement equity securities , inves tment in domestic or foreign real estate s ecuritization products , etc.). With regard to the utilization of the Fund, its minimum earnings in the annual dis tributions on the final financial s tatements shall be no less than the earnings attainable from the amounts accrued from two-year time depos its with the interest rates offered by local banks . If the earnings is less than aforementioned rates , government s hall make payment for the deficit after being authorized by the Regulator. The Company and domestic subs idiaries have no right to participate in managing and operating that fund and hence the Company and domestic subs idiaries are unable to disclos e the class ification of plan ass ets fair value in accordance with IA S 19 paragraph 142. The compos ition of fair value of plan ass ets as of December 31, 2020 and 2019 is given in the Annual Labor Retirement Fund Utilization Report announced by the government.

~145~

(e)The principal actuarial assumptions used were as follows :

Year ended December 31,

Discount rate
Future salary increases
2020 2019
0.30%
3.00%
0.70%
3.00%

Assumptions regarding future mortality experience are s et based on the fifth life e xperience table in Taiwan for the years ended 2020 and 2019.

Becaus e the main actuarial ass umption changed, the present value of defined benefit obligation is affected. The analys is was as follows :

December 31, 2020
Effect on present
value of defined
benefit obligation
December 31, 2019
Effect on present
value of defined
benefit obligation
Discount rate
Future salaryincreases
Discount rate
Future salaryincreases
Discount rate
Future salaryincreases
Discount rate
Future salaryincreases
Discount rate
Future salaryincreases
Increase 0.25%Decrease 0.25%Increase 0.25%Decrease 0.25%

($ 330)
($ 322)
$ 341
$ 332
$ 296
$ 292
($ 289)
($ 285)

The s ens itivity analys is above is based on one assumption which changed while the other conditions remain unchanged. In practice, more than one assumption may change all at once. The method of analys ing sens itivity and the method of calculating net pens ion liability in the balance s heet are the same.

The methods and types of ass umptions us ed in preparing the sens itivity analys is did not change compared to the previous period.

  • (f) Expected contributions to the defined benefit pens ion plans of the Group for the year ending December 31, 2021 amount to $158.

  • (g) As of December 31, 2020, the weighted average duration of the retirement plan is 10 years . The analys is of timing of the future pens ion payment was as follows :

retirement plan is 10 years . The analys is of
pens ion payment was as follows :
timing of the fut
Within 1 year

1-2 years
2-5 years
Over 5 years
$ 147
145
3,201
6,458
$ 9,951

~146~

  • B.(a) Effective July 1, 2005, the Company and its domestic subs idiaries have es tablished a defined contribution pens ion plan (the “New Plan”) under the Labor Pens ion A ct (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company and its domes tic subs idiaries contribute monthly an amount based on 6% of the employees ’ monthly s alaries and wages to the employees ’ individual pens ion accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.

  • (b) The Company’s s ubs idiaries , Eon Silicon Solutions , Inc. USA es tablished a 401(K) plan bas ed on the US Government’s National Tax Regulation 401(K), and local employees can allocate a certain amount of s alary to the pens ion account each month within the upper limit; the Company may cooperate with the allocation according to its policy of rewarding or comforting employees .

  • (c) The Company’s mainland China subs idiaries , Elite Semiconductor M icroelectronics Technology (Shenzhen) Inc. and Elite Semiconductor M icroelectronics (Shanghai) Technology Inc., have a defined contribution plan. Monthly contributions to an independent fund administered by the government in accordance with the pens ion regulations in the People’s Republic of China (PRC) are bas ed on certain percentage of employees ’ monthly salaries and wages . Other than the monthly contributions , the Group has no further obligations .

  • (d) The pens ion costs under defined contribution pens ion plans of the Group for the years ended December 31, 2020 and 2019, were $31,867 and $31,323, res pectively.

(15)Share -based payment

  • A . For the years ended December 31, 2020 and 2019, the Group’s share-based payment arrangements were as follows :
Contract Vesting
Type of arrangement Grant date Quantity granted period condition
Succeed to 2010 Eon August 10, 2010, 4,000 thousand shares 10 years Note 1
Silicon Solution Inc.’s October 15, 2010 and (Note 2)
employee stock options January 13, 2011
Succeed to 2013 Eon August 19, 2013 7,500 thousand shares 10 years Note 1
Silicon Solution Inc.’s (Note 2)
employee stock options

Note 1: The accumulative proportion of the new s hares that can be obtained after the two-year, three-year and four-year service expirations are 50%, 75% and 100%, respectively.

Note 2: The number of grants given by the Company to the Eon Silicon Solution Inc. employee stock option plan is the amount given on the original plan grant date. A fter the merger, Eon Silicon Solution Inc.'s 2010 and 2013 employee stock option plans have 219 thousand shares and 688 thous and shares in circulation.

A mong the share-bas ed payment arrangements above are settled by equity.

~147~

  • B. Details of the share-bas ed payment arrangements are as follows : Succeed to Eon Silicon Solution Inc.’s employee stock options :
Options outstanding at
January 1
Options forfeited
Options expired
Options outstanding at
December 31
Options exercisable at
December 31
2020
2019
2020
2019
Weighted-average
Weighted-average
No. of
options
exercise price
(in dollars)
No. of
options
exercise price
(in dollars)

543
$ 59.2~303.4
621
$ 62.3~319.0
( 4)
217.4
( 78)
59.2~303.4
( 21)
241.2~295.4
-
-
518
$ 57.6~217.4
543
$ 59.2~303.4
518
543
  • C. No options exercis ed for the years ended December 31, 2020 and 2019, respectively.

  • D. A s of December 31, 2020 and 2019, the range of exercis e prices of s tock options outs tanding was $57.6~$217.4 and $59.2~$303.4 (in dollars ), respectively; the weighted-average remaining contractual period was 2.64 years and 3.64 years , respectively.

  • E. Expens es incurred on share-based payment transactions for the years ended December 31, 2020 and 2019, were all $0.

(16)Share capital

  • A . As of December 31, 2020, the Company’s authorized capital was $3,500,000, cons isting of 350,000 thousand shares of ordinary stock (including 20,000 thousand shares res erved for employee s tock options ), and the paid-in capital was $2,857,589 w ith a par value of $10 (in dollars ) per share.

Movements in the number of the Company’s ordinary shares outs tanding are as follows :


are as follows :
Shares outstanding at January 1
Subsidiary acquired parent company's
shares is regarded as treasury shares
transaction
Shares outstanding at December 31
Treasury shares at the end of the period
Shares issued at December 31
Shares :
2020
thousand shares
2019
272,320
( 715)
271,605
14,154
285,759
272,320
-
272,320
13,439
285,759

B. Treasury shares

The Company's shares held by the Company's subs idiary, Jie Young Inves tment Ltd., as of December 31, 2020 and 2019 due to the parent company's bus iness s trategy, were 14,154 thous and shares and 13,439

~148~

thous and shares , with carrying amounts of $347,942 and $328,048, respectively; the average book value per s hare were $24.58 and $24.41, and the fair value per share were $64.70 and $38.90.

(17)Capital s urplus

Purs uant to the R.O.C. Company A ct, capital surplus aris ing from paid-in capital in excess of par value on issuance of common s tocks and donations can be used to cover accumulated deficit or to issue new s tocks or cash to shareholders in proportion to their s hare ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange A ct requires that the amount of capital surplus to be capitalized mentioned above should not exceed 10% of the paid-in capital each year. Capital surplus s hould not be used to cover accumulated deficit unless the legal res erve is insufficient.

2020
Changes in
Treasury share ownership interests in Employee stock
transactions
subsidiaries
options
At January 1
$ 1,661
$ 94,949
$ 3,913
Recognition of effects
from change in ownership
interests in subsidiaries -
cash dividends
distribution from
subsidiaries
-
1,146
-
Adjustment of capital
reserve due to cash
dividends that
subsidiaries received
from parent
-
5,925
-
Recognition of effects
from change in ownership
interests in subsidiaries -
subsidiary acquired
non-controlling interest
-
( 1,781)
-
Expired cash dividends
transferred to capital
surplus
-
-
-
At Decem ber 31
$ 1,661
$ 100,239
$ 3,913
2020 2020 2020 2020
Changes in
Treasury share ownership interests in Employee stock
transactions
subsidiaries
options
Others Total
$ 1,661
-
-
-
-
$ 1,661
$ 94,949
1,146
5,925
( 1,781)
-
$ 100,239
$ 3,913
-
-
-
-
$ 3,913
$ 3,782
-
-
-
82
$ 3,864
$104,305
1,146
5,925
( 1,781)
82
$109,677

~149~

2019

2019 2019 2019 2019 2019
Changes in
Treasury share ownership interests in Employee stock
transactions
subsidiaries
options
At January 1
$ 1,661
$ 49,710
$ 3,913
Recognition of effects
from change in ownership
interests in subsidiaries -
cash dividends
distribution from
subsidiaries
-
1,146
-
Disposal of subsidiaries
-
35,475
-
Adjustment of capital
reserve due to cash
dividends that
subsidiaries received
from parent
-
8,438
-
Change in associates and
joint ventures accounted
for under equity method
-
180
-
Expired cash dividends
transferred to capital
surplus
-
-
-
Adjustment of payments of
expired cash dividends
-
-
-
At Decem ber 31
$ 1,661
$ 94,949
$ 3,913
Changes in
Treasury share ownership interests in Employee stock
transactions
subsidiaries
options
Others
Total
$ 1,661
-
-
-
-
-
-
$ 1,661
$ 49,710
1,146
35,475
8,438
180
-
-
$ 94,949
$ 3,913
-
-
-
-
-
-
$ 3,913
$ 3,788
$ 59,072
-
1,146
-
35,475
-
8,438
-
180
39
39
( 45)
( 45)


$ 3,782
$104,305
  • (18)Retained earning

  • A . Under the Company’s A rticles of Incorporation, the current year’s earnings , if any, s hall be appropriated in the following order:

    • (a) Payment of all taxes and dues .

    • (b) Offs et against prior years ’ operating loss es , if any.

    • (c) Set as ide 10% of remaining amount as legal res erve.

    • (d) Setting as ide a s pecial res erve when necessary.

    • (e) The remainder shall be stockholders ’ bonus , which will be appropriated in proportion or be retained shall be resolved by the stockholders at the stockholders ’ meeting.

  • B. Dividend policy

The Company is s till in the growth stage, the appropriation of s tockholders ’ bonus will be appropriated as cash, the remainder will be appropriated as shares when over 5%.

  • C. Except for covering accumulated deficit or iss uing new stocks or cash to shareholders in proportion to their share ownership, the legal res erve shall not be us ed for any other purpose. The use of legal res erve for the issuance of stocks or cash to s hareholders in proportion to their share ownership is permitted, provided that the distribution of the res erve is limited to the portion in excess of 25% of the Company’s paid-in capital.

  • D.(a) In accordance with the regulations , the Company s hall set as ide special

~150~

reserve from the debit balance on other equity items at the balance s heet date before distributing earnings . When debit balance on other equity items is reversed s ubsequently, the revers ed amount could be included in the dis tributable earnings .

  • (b) The amounts previous ly s et as ide by the Company as special res erve on initial application of IFRSs in accordance with Order No. Financial-Supervisory-Securities -Corporate1010012865, dated A pril 6, 2012, s hall be reversed proportionately when the relevant ass ets are us ed, dispos ed of or reclass ified subsequently. Such amounts are revers ed upon dis posal or reclass ified if the assets are inves tment property of land, and revers ed over the use period if the ass ets are inves tment property other than land.

  • E. A s approved by Board of Directors on March 18, 2019, the appropriations of 2018 earnings would be legal res erve $70,651 and cash dividend $428,638, constituting $1.5(in dollars ) per s hare. A forementioned appropriations had been approved by s tockholders ’ meeting on June 13, 2019.

  • F. A s approved by Board of Directors on M arch 20, 2020, the appropriations of 2019 earnings would be legal reserve $49,804 and cash dividend $285,759, cons tituting $1(in dollars ) per share. A forementioned appropriations had been approved by stockholders ’ meeting on June 15, 2020.

  • G. A s approved by Board of Directors on February 26, 2021, the appropriations of 2020 earnings would be legal reserve $107,724 and cash dividend $2(in dollars ) per s hare. A forementioned appropriations had not yet been approved by s tockholders ’ meeting.

(19)Operating revenue

erating revenue
Revenue from contracts with customers Years ended December 31,
2020 2019
$ 15,267,139 $ 11,983,479
  • A . Disaggregation of revenue from contracts with customers

The Group derives revenue from the trans fer of goods at a point in time in the following geographical regions :

Years ended
December 31,2020
Integrated circuits
Years ended
December 31,2019
Integrated circuits

Domestic

Domestic
Asia Others Total
$ 6,138,237

Domestic
$ 9,069,729
Asia
$ 59,173
Others
$15,267,139

Total
$ 5,153,908 $ 6,643,377 $ 186,194 $11,983,479
  • B. Contract liabilities

The Group has recognis ed the following revenue-related contract liabilities :

~151~

Contract liabilities-advance
sales receipts
December 31,
2020
December 31,
2019
January 1,
2019
$ 5,346 $ 3,959 $ 3,710

Revenue recognised that was included in the contract liability balance at the beginning of the period:


the beginning of the period:
Contract liabilities-advance sales receipts Years ended December 31,
2020 2019
$ 3,888
$ 3,536

(20)Interes t revenue

Interest income from bank deposits
Interest income from financial assets
at amortized cost
Other interest income
Years ended December 31, Years ended December 31,
2020 2019
$ 25,594
1,207
611
$ 27,412
$ 45,955

2,420
1,291
$ 49,666

(21)Other income

r income
Rent income
Dividend income
Other income, others
Years ended December 31,
2020 2019
$ 5,460
13,053
7,992
$ 26,505
$ 5,427

26,570
8,503
$ 40,500

(22)Other gains and losses

Gains arising from lease
modifications
Foreign exchange losses
Gains (Losses) on financial assets
at fair value through profit or loss
Impairment loss
Miscellaneous disbursements
Years ended December 31, Years ended December 31,
2020 2019

$ 211
(,
50,665)
132,628
(,
25,352)
( 970)
$ 55,852
$ -
( 45,141)
( 8,727)
( 12,057)
(

970)


($ 66,895)

~152~

(23)Financial costs

cial costs
Interest expense:
Bank borrowings
Provisions for liabilities -
unwinding of discount
Lease liability
Total of interest expense
Others
Years ended December 31,
2020 2019
$ 8,184
1,412
1,203
10,799
728
$ 11,527
$ 5,340

1,291
1,191
7,822
1,018
$ 8,840

(24) Expens es by nature

ns es by nature
Employee benefit expense
Depreciation charges on property,
plant and equipment
Depreciation charges on
right-of-use assets
Depreciation charges on
investment property
Amortization charges on intangible
assets
Years ended December 31,
2020 2019
$ 1,183,477
$ 300,243
$ 11,121
$ 970
$ 111,556
$ 943,207

$ 384,522
$ 13,182

$ 970
$ 85,108

(25) Employee benefit expens e

oyee benefit expens e
Wages and salaries
Labor and health insurance fees
Pension costs
Director remuneration
Other personnel expenses
Years ended December 31,
2020 2019
$ 1,061,353
49,276
32,408
17,232
23,208
$ 1,183,477
$ 839,534

48,285

31,872

7,549
15,967
$ 943,207

A . In accordance with the A rticles of Incorporation of the Company, the profit before income tax of the current year, before covering employees ’ compensation and directors ’ remuneration, shall be dis tributed as employees ’ compens ation and directors ’ remuneration. The ratio shall not be lower than 5% for employees ’ compens ation and 1% for directors ’

~153~

remuneration.

  • B. For the years ended December 31, 2020 and 2019, employees ’ compensation was accrued at $66,124 and $29,970, res pectively; while directors ’ remuneration was accrued at $13,225 and $5,994, respectively. The aforementioned amounts were recognized in s alary expens es .

    • The employees ’ compensation and directors ’ remuneration were es timated and accrued bas ed on 5% and 1% of dis tributable profit for the years ended December 31, 2020.

    • For the years ended December 31, 2020 and 2019, employees ’ compensation of subs idiaries was accrued at $14 and $4, res pectively; while directors ’ remuneration of subs idiaries was accrued at $1,294 and $223, respectively. The aforementioned amounts were recognized in salary expens es .

  • C. The employees ’ compensation and directors ’ remuneration of 2019 as resolved by the Board of Directors were in agreement with those amounts recognis ed in the 2019 financial s tatements .

  • D. Information about employees ’ compensation and directors ’ remuneration of the Company as resolved by the Board of Directors will be pos ted in the “M arket Obs ervation Post System” at the webs ite of the Taiwan Stock Exchange.

  • (26)Income tax

  • A . Income tax e xpense

    • (a) Components of income tax expens e:
ome tax e xpense
Components of income
e tax expens e: tax expens e:
Current tax:
Current tax on profits for
the period
Tax on undistributed
earnings
Prior year income tax
underestimation
Total current tax
Deferred tax:
Origination and reversal
of temporary differences
Income tax expense
Years ended December 31,
2020 2019
$ 154,162
-
7,025
161,187
8,072
$ 169,259
$ 55,223
10,378
316
65,917
4,652
$ 70,569
  • (b) The income tax charge relating to components of other comprehens ive income: None.

  • (c) The income tax charged to equity during the period: None.

~154~

B. Reconciliation between income tax expens e and accounting profit:

Years ended December 31,

2020 2019
Tax calculated based on profit
before tax and statutory tax
rate (note) $ 276,096 $ 108,571
Tax exempt income by tax
regulation ( , 23,866) ( 1,276)
Prior year income tax
underestimation 7,025 316
Temporary differences not
recognized as deferred tax
assets ( , 25,963) ( 14,855)
Taxable loss not recognized as
deferred tax assets 1,058 -
Effect from investment tax
credits ( , 65,059) -
Change in assessment of
realization of deferred tax
assets ( 23) -
Not exceed the starting point of
income tax ( 9) -
Effect from tax exempt income - ( 36,435)
Effect from Alternative
Minimum Tax - 3,870
Tax on undistributed earnings - 10,378
Income tax expense $ 169,259 $ 70,569

Note: The bas is for computing the applicable tax rate are the rates applicable in the res pective countries where the Group entities operate.

~155~

  • C. A mounts of deferred tax assets or liabilities as a result of temporary differences are as follows :
Deferred tax assets:
- Temporary differences:
Bad debt expense
Unrealized exchange
loss
Loss on market value
decline and obsolete
and slow-moving
inventories
Pension liability
Others
Subtotal
-Deferred tax liabilities:
Unrealized exchange
gain
Others
Subtotal
Total
Deferred tax assets:
- Temporary differences:
Bad debt expense
Unrealized exchange
loss
Loss on market value
decline and obsolete
and slow-moving
inventories
Pension liability
Others
Subtotal
-Deferred tax liabilities:
Unrealized exchange
gain
Subtotal
Total
2020 2020 2020
Recognized in
Recognized in other
January1
profit or loss
comprehensive income
Decem ber 31
$ 48
153
1,688
61
2,224
4,174
(
4,731)
-
( 4,731)
($ 557)
$ -
$ -
195
-
( 700)
-
20
-
124
-
( 361)
-
( 3,202)
-
( 4,509)
-
( 7,711)
-
($ 8,072)
$ -
2019
$ 48
348
988
81
2,348
3,813
( 7,933)
( 4,509)

( 12,442)

($ 8,629)


$ 48
60
2,545
(
57
2,464
(
5,174
( 1,078)
( 1,078)
$ 4,096
$ -
93
857)
4
240)
( 1,000)
( 3,653)
( 3,653)
($ 4,653)

~156~

  • D. The amounts of deductible temporary difference that are not recognized as deferred tax ass ets are as follows :

December 31, 2020 December 31,2019 Deductible temporary differences $ 362,221 $ 381,968

  • E. The Company has not recognized taxable temporary differences ass ociated with inves tment in subs idiaries as deferred tax liabilities . As of December 31, 2020 and 2019, the amounts of temporary difference unrecognized as deferred tax liabilities were $0.

  • F. The Company’s products qualify for “Regulations for Encouraging M anufacturing Enterpris es and Technical Service Enterpris es in the Newly Emerging, Important and Strategic Industries ” and the Company is entitled to the income tax exe mption for 5 cons ecutive years (ends on December, 2019).

  • G. The Company’s income tax returns through 2018 have been assess ed and approved by the Tax A uthority.

  • (27) Earnings per share

Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
Assumed conversion of all dilutive
potential ordinary shares (Note)
Employees’ compensation
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent plus
assumed conversion of all dilutive
potential ordinary shares
Year ended December 31,2020 Year ended December 31,2020 Year ended December 31,2020
Amount
after tax
Weighted average
number of ordinary Earnings per
shares outstanding
(share in thousands)
share
(in dollars)
$ 1,076,426 279,909
1,295
281,204
$ 3.85
$ 3.83


$ 1,076,426

~157~

Year ended December 31,2019
Weighted average
number of ordinary
Earnings per
Amount
after tax
shares outstanding
(share in thousands)
share
(in dollars)
Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
$ 497,405

280,133
$ 1.78
Assumed conversion of all
dilutive potential ordinary
shares (Note)
Employees’ compensation
1,057
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent plus
assumed conversion of all
dilutive potential ordinary
shares
$ 497,405
281,190
$ 1.77
Year ended December 31,2019 Year ended December 31,2019 Year ended December 31,2019
Amount
after tax
Weighted average
number of ordinary
Earnings per
shares outstanding
(share in thousands)
share
(in dollars)
$ 497,405

280,133
1,057
281,190
$ 1.78
$ 1.77

Note: The employee stock options not calculate for years ended December 31, 2020 and 2019 due to the effect of anti-dilution. (28)Trans actions with non -controlling interest

  • A . On M arch 30, 2020, A pril 28, 2020 and November 13,2020 the Group acquired an additional shares of its subs idiary-Elite Silicon Technology Inc. for a total cash cons ideration of $1,752, $128 and $33. The carrying amount of non-controlling interes t in Elite Silicon Technology Inc. was $119, $12 and $1 at the acquis ition date. This trans action resulted in a decreas e in the equity attributable to owners of the parent by $1,633, $116 and $32.

The effect of changes in interests in Elite Silicon Technology Inc. on the equity attributable to owners of the parent for the years ended December 31, 2020 and 2019 is shown below:


December 31, 2020 and 2019 is shown below:
Carrying amount of non-controlling interest acquired
Consideration paid to non-controlling interest
Capital surplus - difference between proceeds on actual
acquisition of or disposal of equity interest in a subsidiary
and its carrying amount
Year ended December
31,2020
$ 132
( 1,913)

($ 1,781)
  • B. The Group’s subs idiary, Canyon Semiconductor Inc., increased its capital by issuing new shares on M arch 4, 2019. The Group did not acquire shares proportionally to its interest. As a result, the Group decreased its share interest by 39.74%. And the Group acquired an additional s hares of its subs idiary - Canyon Semiconductor Inc. on December 6,2019. The transactions above decreased non-controlling

~158~

interest by $2,533 and increased the equity attributable to owners of parent by $35,475.

(29)Supplemental cas h flow information

A . Investing activities with partial cash payments :

interest by $2,533 and increased the equity attributable to owners of
parent by $35,475.
mental cas h flow information
Investing activities with partial cash payments :
interest by $2,533 and increased the equity attributable to owners of
parent by $35,475.
mental cas h flow information
Investing activities with partial cash payments :
interest by $2,533 and increased the equity attributable to owners of
parent by $35,475.
mental cas h flow information
Investing activities with partial cash payments :
interest by $2,533 and increased the equity attributable to owners of
parent by $35,475.
mental cas h flow information
Investing activities with partial cash payments :
interest by $2,533 and increased the equity attributable to owners of
parent by $35,475.
mental cas h flow information
Investing activities with partial cash payments :
interest by $2,533 and increased the equity attributable to owners of
parent by $35,475.
mental cas h flow information
Investing activities with partial cash payments :
interest by $2,533 and increased the equity attributable to owners of
parent by $35,475.
mental cas h flow information
Investing activities with partial cash payments :
interest by $2,533 and increased the equity attributable to owners of
parent by $35,475.
mental cas h flow information
Investing activities with partial cash payments :
interest by $2,533 and increased the equity attributable to owners of
parent by $35,475.
mental cas h flow information
Investing activities with partial cash payments :
interest by $2,533 and increased the equity attributable to owners of
parent by $35,475.
mental cas h flow information
Investing activities with partial cash payments :
Year ended December 31,
2020
2019
Purchase of property, plant and
equipment
(including amount of transfer)
$ 380,513
$ 284,967
Add: Opening balance of
payable on equipment
58,026
41,100
Less: Ending balance of
payable on equipment
( 146,904)
( 58,026)
Cash paid during the period
$ 291,635
$ 268,041
Changes in liabilities from financing activities :
Short-term
borrowings
Short-term
notes and bills
payable
Lease
liabilities
Guarantee
deposits
received
Liabilities from
financing
activities-gross
At January 1, 2020
$ 274,000 $ - $ 86,887 $ 9,871 $ 370,758
Changes in cash flow
from financing
activities
1,066,000
150,476 ( 10,575)
( 3,236)
1,202,665
Interest paid
- - ( 1,203)
- ( 1,203)
Interest expense
- -
1,203
-
1,203
Changes in other
non-cash items
- ( 720)
10,410
-
9,690
Changes from lease
modifications
-
-
( 5,085)
-
( 5,085)
At Decem ber 31,2020
$ 1,340,000
$ 149,756
$ 81,637
$ 6,635
$ 1,578,028
Short-term
borrowings
Short-term
notes and bills
payable
Lease
liabilities
Guarantee
deposits
received
Liabilities from
financing
activities-gross
At January 1, 2019
$ 370,000 $ 99,932 $ 105,090 $ 9,601 $ 584,623
Changes in cash flow
from financing
activities
( 96,000)
( 99,932) ( 12,525)
270
( 208,187)
Interest paid
-
- ( 1,332)
-
( 1,332)
Interest expense
-
-
1,191
-
1,191
Changes in other
non-cash items
-
-
229
-
229
Changes from lease
modifications
-
-
( 5,766)
-
( 5,766)
At Decem ber 31,2019 $ 274,000
$ -
$ 86,887
$ 9,871
$ 370,758
2020
380,513
58,026
146,904)
291,635
activities :
Lease
liabilities
$ 274,000 $ -
1,066,000
150,476
- -
- -
- ( 720)
-
-
$ 1,340,000
$ 149,756

(
(
(
$ 86,887
10,575)
1,203)
1,203
10,410
5,085)
$ 9,871 $ 370,758
( 3,236)
1,202,665
- ( 1,203)
-
1,203
-
9,690
-
( 5,085)
$ 6,635
$ 1,578,028
Guarantee
deposits
received
Liabilities from
financing
activities-gross
$ 149,756

$ 81,637

$ 1,578,028

Short-term
borrowings
Short-term
notes and bills
payable
Lease
liabilities
Guarantee
deposits
received
Liabilities from
financing
activities-gross

$ 370,000
( 96,000)
-
-
-
-
$ 274,000
$ 99,932
( 99,932)
-
-
-
-
$ 105,090
( 12,525)
( 1,332)

1,191

229
( 5,766)
$ 9,601

270

-
-

-

-
$ 584,623
( 208,187)
( 1,332)
1,191
229
( 5,766)
$ -

$ 86,887

$ 9,871

$ 370,758

B. Changes in liabilities from financing activities :

~159~

7.Related Party Transactions

(1)Names of related parties and relations hip

Names of related parties Relationship with the Company Arima Lasers Corporation T he Company’s subsidiary is this company’s director Canyon Semiconductor Inc. Investee indirectly accounted for under equity method

(2)Key management compensation

ey management compensation
Salaries and other short-term employee benefits
Post-employment benefits
Total
Year ended December 31,
2020 2019
$ 54,409
432
$ 54,841
$ 36,572
432
$ 37,004

一、 Pledged Assets

The Group’s assets pledged as collateral are as follows :

Assets item Book value
December 31,2020 December 31,2019
Purpose
Book value
December 31,2020 December 31,2019
Purpose
December 31,2020
Time deposits
(shown as “other current assets and other
non-current assets ”)

$ 3,969
$ 3,969
Guarantee
deposits for lease
of land

9.Significant Contingent Liabilities and Unrecognized Contract Commit ments

None.

10.Significant Disas ter Loss

None.

11.Significant Events after the Balance Sheet Date

Information about the appropriations of earnings of the Company which had been approved by Board of Directors on February 26, 2021 is provided in Note 6(18). 12.Others

(1)Capital management

Cons idering the industrial characteristics , future development, and changes in the environment, the Group plans the demand of working capital, research and development expenses and dividends to safeguard the Group’s ability to continue as a going concern, to provide returns for shareholders , to take care of the benefit of other related parties , and to maintain an optimal capital structure, s o as to promote s hareholder value in the long-term.

To maintain or adjus t the capital structure, the Company may adjus t the amount of dividends paid to shareholders , issue new shares or pay cash to shareholders , or repurchase shares .

~160~

The gearing ratios at December 31, 2020 and 2019 were as follows :

December 31,2020

Total assets
$ 13,000,348

Total liabilities
( 4,871,065)
(
Total equity
$ 8,129,283

Gearing ratio
60%
inancial ins truments
A . Financial ins truments by category
0
December 31,2020
Financial assets
Financial assets mandatorily
measured at fair value through
profit or loss
$ 365,474
Financial assets at fair value
through other comprehensive
income
Designation of equity
instrument
$ 64,836
Financial assets at amortized cost
Cash and cash equivalents
$ 3,597,917
Financial assets at amortized
cost - current
136,704
Notes receivable
-
Accounts receivable
1,633,993
Other receivables
95,830
Time deposits
(shown as “other current assets
and other non-current assets”)
3,969
Guarantee deposits paid
(shown as “other non-current
assets”)
6,495
$ 5,474,908
December 31,2020
December 31,2020
December 31,2020
December 31,2019
$ 10,480,320
3,139,541)
$ 7,340,779
43%
December 31,2019
A
$ 365,474
$ 252,593

$ 50,776
$ 2,757,003

140,906

34

1,256,938

82,741

3,969

6,261

$ 4,247,852

$ 64,836

$ 3,597,917
136,704
-
1,633,993
95,830
3,969
6,495
$ 5,474,908

(2)Financial ins truments

~161~

Financial liabilities
Short-term borrowings
Short-term notes and bills
payable
Notes payable
Accounts payable
Other payables
Guarantee deposits received
(shown as “other non-current
liabilities”)
Lease liability
December 31,2020 December 31,2019
$ 1,340,000
149,756
2,115
2,396,158
694,001
6,635
$ 274,000

-

1,981

2,225,909

462,523
9,871
$ 4,588,665
$ 81,637
$ 2,974,284
$ 86,887
  • B. Financial ris k management policies

  • (a) The Group adopt comprehens ive system of ris k management and control to identify, measure and control all categories of ris k, including market ris k, credit ris k, liquidity ris k, and ris k of cas h flow, to make s ure management is able to control and measure market ris k, credit ris k, liquidity ris k, and ris k of cas h flow effectively.

  • (b) In order to control all management objectives of market ris k effectively, achieve optimal level of ris k, maintain appropriate level of liquidity and collectively manage all market ris ks , the Group will take factors s uch as cons ideration for the overall economic environment, status of competition and market value ris ks .

  • C. Significant financial ris ks and degrees of financial ris ks

  • (a) M arket ris k

Foreign exchange ris k

  • I. The Group operates internationally and is expos ed to foreign exchange ris k aris ing from the various currency, primarily with respect to the USD and RM B. Foreign exchange ris k arises from future commercial transactions and recognized assets and liabilities .

  • II. M anagement has set up a policy to require group companies to manage their foreign exchange ris k agains t their functional currency. The companies are required to hedge their entire foreign exchange ris k exposure with the Group treasury. The companies adopt forward foreign exchange contracts through the Group treasury to manage the foreign exchange ris k from future commercial trans actions and recognized assets and liabilities . The foreign exchange ris k will exis t when future commercial transactions and recognized ass ets and liabilities us e the currency different from the functional currency of the companies .

~162~

  • III. The Group has certain investments in foreign operations , whos e net assets are exposed to foreign currency trans lation ris k. Currency expos ure aris ing from the net ass ets of the Group’s foreign operations is managed primarily through depos its denominated in the relevant foreign currencies (see Note 6(1)).

  • IV. The Group’s bus inesses involve s ome non-functional currency operations (the Company’s and certain subs idiaries ’ functional currency: NTD). The information on ass ets and liabilities denominated in foreign currencies whos e values would be materially affected by the exchange rate fluctuations is as follows :

(Foreign currency: functional
currency)
Financial assets
Monetary items
USD:NTD
RMB:NTD
Financial liabilities
Monetary items
USD:NTD
JPY:NTD
(Foreign currency: functional
currency)
Financial assets
Monetary items
USD:NTD
RMB:NTD
Financial liabilities
Monetary items
USD:NTD
December 31,2020
Foreign currency
amount
(In thousands)
Exchange
rate
Book value
(NTD in
thousands)
$ 154,117
28.480
$ 4,389,252
181,116
4.377
792,745
$ 50,522
28.480
$ 1,438,867
67,255
0.276
18,583
December 31,2019
Foreign currency
amount
(In thousands)
Exchange
rate
Book value
(NTD in
thousands)
$ 120,486
29.980 $ 3,612,170
56,049
4.305 241,291
$ 47,708
29.980 $ 1,430,286
  • V. The total exchange loss , including realized and unrealized, aris ing from s ignificant foreign exchange variation on the monetary items held by the Group for the years ended December 31 ,2020 and 2019, amounted to $50,665 and $45,141, respectively.

~163~

  • VI. A nalys is of foreign currency market ris k aris ing from s ignificant foreign exchange variation:
(Foreign currency: functional
currency)
Financial assets
Monetary items
USD:NTD
RMB:NTD
Financial liabilities
Monetary items
USD:NTD
JPY:NTD
(Foreign currency: functional
currency)
Financial assets
Monetary items
USD:NTD
RMB:NTD
Financial liabilities
Monetary items
USD:NTD
Year ended December 31,2020
Sensitivityanalysis
Degree of
variation
Effect on
profit or loss
Effect on other
comprehensive
income
1%
$,,43,893$ -
1%
7,927
-
1%
($ 14,389)$ -
1%
(,186)
-
Year ended December 31,2019
Sensitivityanalysis
Degree of
variation
Effect on
profit or loss
Effect on other
comprehensive
income
1%
$ 36,127 $ -
1%
2,413
-
1%
($ ,14,303)$ -

Price ris k

  • I. The Group’s equity s ecurities , which are exposed to price ris k, are the held financial assets at fair value through profit or loss and financial ass ets at fair value through other comprehens ive income. To manage its price ris k aris ing from investments in equity securities , the Group divers ifies its portfolio. Divers ification of the portfolio is done in accordance with the limits s et by the Group.

  • II.The Group’s investments in equity s ecurities compris e s hares and open-end funds issued by the domes tic and foreign companies . The prices of equity s ecurities would change due to the change of the future value of inves tee companies . If the prices of thes e equity

~164~

securities had increas ed/decreas ed by 10% with all other variables held constant, pos t-tax profit for the years ended December 31, 2020 and 2019 would have increas ed/decreas ed by $36,547 and $25,259, res pectively, as a result of gains /loss es on equity securities class ified as at fair value through profit or loss . Other components of equity would have increased/decreased by $6,484 and $5,078, res pectively, as a res ult of other comprehens ive income class ified as equity inves tment at fair value through other comprehens ive income.

Cash flow and fair value Interes t rate ris k

The Group’s main interes t rate ris k aris es from short-term borrowings and s hort-term notes and bills payable. Borrowings with floating rates expos e the Group to cas h flow interes t rate ris k, but the majority of ris k offset by cas h and cash equivalents with floating rates . Borrowings with fixed rates expos e the Group to fair value interest rate ris k. The Group doesn’t have s ignificant ris k of change of interest rate due to borrowings with floating rates are all shorter than one year. (b) Credit ris k

  • I. Credit ris k refers to the ris k of financial loss to the Group aris ing from default by the clients or counterparties of financial instruments on the contract obligations . The main factor is that counterparties could not repay in full the accounts receivable bas ed on the agreed terms , and the contract cash flows of financial instruments stated at amortized cost and debt instruments at fair value through profit or loss .

  • II. The Group manages their credit ris k taking into cons ideration the entire group’s concern. For banks and financial ins titutions , only thes e with high rating are accepted. A ccording to the Group’s credit policy, each local entity in the Group is respons ible for managing and analyzing the credit ris k for each of their new clients before standard payment and delivery terms and conditions are offered. Internal ris k control ass esses the credit quality of the customers , cons idering their financial pos ition, past experience and other factors . Individual ris k limits are s et bas ed on internal or external ratings in accordance with limits set by the Board of Directors . The utilization of credit limits is regularly monitored.

  • III. The Group adopts the assumptions under IFRS 9, the default occurs when the contract payments are pas t due over 90 days .

  • IV. The Group adopts following assumptions under IFRS 9 to assess whether there has been a s ignificant increase in credit ris k on that instrument s ince initial recognition:

  • If the contract payments were pas t due over 30 days bas ed on the terms , there has been a s ignificant increas e in credit ris k on that instrument s ince initial recognition.

  • V. The following indicators are used to determine whether the credit impairment of debt ins truments has occurred:

~165~

  • (i) It becomes probable that the issuer will enter bankruptcy or other financial reorganization due to their financial difficulties;

  • (ii) The dis appearance of an active market for that financial asset becaus e of financial difficulties ;

  • (iii) Default or delinquency in interest or principal repayments ;

  • (iv) Advers e changes in national or regional economic conditions that are expected to cause a default.

  • VI. The Group wrote-off the financial assets , which cannot be reas onably expected to be recovered, after initiating recours e procedures . However, the Group will continue executing the recours e procedures to s ecure their rights .

  • VII. The financial assets at amortized cost including time depos its , repurchas e bonds and res tricted time depos its . The banks are with high rating and don’t pas t due before. In addition to the above, the whole economic environment doesn’t change s ignificant, so the ris k of credit ris k is low and the effect to financial s tatement is ins ignificant.

  • VIII. The information about ageing analys is and collaterals of accounts receivable is provide in Note6(4). The Group request s ignificant clients provide collaterals and other right of guarantee, therefore, the Group class ifies customer’s accounts receivable in accordance with the nature of collaterals . The applies the s implified approach us ing loss rate methodology to estimate expected credit loss . In s ummary, the allowance for losses which the Group s hould recognize is minor at December 31, 2020 and 2019.

  • IX. M ovements in relation to the Group applying the modified approach to provide loss allowance for accounts receivable is as follows :


follows :
At January 1
Provision for impairment
Reversal of impairment
At December 31
2020 2019
$ 14,295
-
( 8,582)
$ 5,713
$ 4,289
10,006
-
$ 14,295

(c) Liquidity ris k

  • I. Cash flow forecasting is performed in the operating entities of the Group and aggregated by Group treasury. Group treasury monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs .

  • II. Surplus cash held by the operating entities over and above balance required for working capital management should invest s urplus cash in interes t bearing current accounts , time depos its and marketable securities , choos ing instruments with appropriate maturities or sufficient liquidity to provide sufficient head-room as

~166~

determined by the above-mentioned forecasts .

  • III. The table below analyses the Group’s non-derivative financial liabilities and net-settled or gross -s ettled derivative financial liabilities into relevant maturity groupings bas ed on the remaining period at the balance sheet date to the contractual maturity date for nonderivative financial liabilities and to the expected maturity date for derivative financial liabilities . The amounts disclos ed in the table are the contractual undis counted cash flows .

Non-derivative financial liabilities:

Less than Between 1
Decem ber 31, 2020 1year and 5years Over 5years
Short-term borrowings $ 1,340,000 $ - $ -
Short-term notes and bills payable 149,756 - -
Notes payable 2,115 - -
Accounts payable 2,396,158 - -
Other payables 694,001 - -
Lease liability 12,224 26,569 52,635
Guarantee deposits received - - 6,635
Derivative financial liabilities:
None.

Non-derivative financial liabilities:

Non-derivative financial liabilities:
Decem ber 31, 2019
Short-term borrowings
Notes payable
Accounts payable
Other payables
Lease liability
Guarantee deposits received
Derivative financial liabilities:
None.
Less than
1year
Between 1
and 5years
Over 5years
$ 274,000 $ - $ -
1,981
- -
2,225,909
- -
462,523
- -
12,685
28,440
56,605
- -
9,871

(3)Fair value information

  • A. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows : Level 1: Quoted prices (unadjusted) in active markets for identical ass ets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the ass et or liability take place with sufficient frequency and volume to provide pricing information on an ongoing bas is . The fair value of the Group’s investment in lis ted stocks , beneficiary certificates and debt s ecurities is included in Level 1.

  • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

  • Level 3: Unobservable inputs for the asset or liability. The fair value of

~167~

the Group’s investment in equity investment without active market is included in Level 3.

  • B. Fair value information of investment property at cost is provided in Note 6(9).

  • C. Financial ins truments not measured at fair value of the Group including cash and cash equivalents , time depos it (over 3 months ), notes receivable, accounts receivable, other receivables , guarantee depos its paid, short-term borrowings , short-term notes and bills payable, notes payable, accounts payable and other payables , lease liabilities (current and non-current) and guarantee depos its received are approximate to their fair values .

  • D. The related information of financial and non-financial instruments measured at fair value by level on the bas is of the nature, characteristics and ris ks of the assets and liabilities is as follows :

  • (a) The related information of natures of the assets and liabilities is as follows :


follows :
Decem ber 31, 2020
Assets
Recurring fair value measurem ents
Financial assets at fair value through
profit or loss
Equity securities
Beneficiary certificates
Debt securities
Financial assets at fair value through
other comprehensive income
Equity securities
Financial liabilities: None.
Decem ber 31, 2019
Assets
Recurring fair value measurem ents
Financial assets at fair value through
profit or loss
Equity securities
Beneficiary certificates
Debt securities
Financial assets at fair value through
other comprehensive income
Equity securities
Financial liabilities: None.
Level 1
Level 2
Level 3
Total
$214,924
91,737
51,390
-
$358,051
Level 1
$ 2,506
-
-
-
$ 2,506
Level 2
$ 4,917
-
-
64,836
$ 69,753
Level 3
$222,347
91,737
51,390
64,836
$430,310
Total
$118,503
84,404
49,686
50,776
$303,369
$ 81,109
84,404
49,686
-
$215,199
$ 2,217
-
-
-
$ 2,217
$ 35,177
-
-
50,776
$ 85,953

~168~

  • (b) The methods and assumptions the Group us ed to measure fair value are as follows :

  • I. The ins truments the Group used market quoted prices as their fair values (that is , Level 1) are lis ted below by characteristics :

Market quoted price Listed shares
Open-end fund
Closing price
Net asset value
  • II. Except for financial ins truments with active markets , the fair value of other financial instruments is measured by us ing valuation techniques or by reference to counterparty quotes . The fair value of financial instruments meas ured by us ing valuation techniques can be referred to current fair value of instruments with s imilar terms and characteris tics in subs tance, dis counted cas h flow method or other valuation methods , including calculated by applying model us ing market information available at the consolidated balance sheet date.

  • III. The output of valuation model is an estimated value and the valuation technique may not be able to capture all relevant factors of the Group’s financial and non-financial instruments . Therefore, the estimated value derived us ing valuation model is adjusted accordingly with additional inputs , for example, model ris k or liquidity ris k and etc. In accordance with the Group’s management policies and relevant control procedures relating to the valuation models us ed for fair value measurement, management believes adjustment to valuation is necess ary in order to reasonably represent the fair value of financial and non-financial instruments at the consolidated balance sheet. The inputs and pricing information used during valuation are carefully assessed and adjusted based on current market conditions .

  • E. For the years ended December 31, 2020 and 2019, there was no trans fer between Level 1 and Level 2.

  • F. The following chart is the movement of Level 3 for the years ended December 31, 2020 and 2019:


December 31, 2020 and 2019:
At January 1
Acquired in the period
Transfers out from level 3
Valuation adjustment
At December 31
Equitysecurities
2020 2019
$ 85,953
-
( 26,157)
9,957
$ 69,753
$ 66,115
18,850
-
988
$ 85,953

G. Becaus e M 3 Technology Inc. and Powerchip Semiconductor

~169~

M anufacturing Corporation started their transaction in Emerging Stock M arket from November,2020 and December,2020, and there is sufficient observable market information available, the Group has trans ferred the fair value from Level 3 into Level 1 at the end of the month when the event occurred.

  • H. A ccounting segment is in charge of valuation procedures for fair value measurements being categorized within Level 3, which is to verify independent fair value of financial instruments . Such ass ess ment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions , confirming the resource of information is independent, reliable and in line with other resources and repres ented as the exercis able price, and frequently calibrating valuation model, performing back-tes ting, updating inputs us ed to the valuation model and making any other necess ary adjustments to the fair value.

  • I. The following is the qualitative information of s ignificant unobservable inputs and sens itivity analys is of changes in s ignificant unobs ervable inputs to valuation model used in Level 3 fair value measurement:

Fair value at Significant
Decem ber 31, Valuation unobservable Range Relationship of
2020 technique input (weighted average) inputs to fair value
Non-derivative equity instrum ent:
Unlisted shares $ 4,917 Market - Discount for 30% the higher the
comparable lack of discount for lack of
companies marketability marketability, the
lower the fair value
Unlisted shares 64,836 Market - Discount for 40% the higher the
comparable lack of discount for lack of
companies marketability marketability, the
lower the fair value
Fair value at Significant
Decem ber 31,
Valuation
unobservable Range Relationship of inputs
2019 technique input (weighted average) to fair value
Non-derivative equity instrum ent:
Unlisted shares $ 20,027 Market - Discount for 30% the higher the discount
comparable lack of for lack of
companies marketability marketability, the
lower the fair value
Unlisted shares 50,776 Market - Discount for 40% the higher the discount
comparable lack of for lack of
companies marketability marketability, the
lower the fair value
Unlisted shares 15,150 Most recent Not applicable Not applicable Not applicable
deal price
  • J. The Group has carefully ass essed the valuation models and assumptions us ed to measure fair value. However, use of different valuation models or assumptions may result in different meas urement. The following is the effect of profit or loss or of other comprehens ive income from financial ass ets and liabilities categorized within Level 3 if the inputs used to

~170~

valuation models have changed:

Financial
assets Equity
instrument
Financial
assets Equity
instrument
Input
Change
December 31,2020 December 31,2020 December 31,2020 December 31,2020 December 31,2020
Recognized in profit or
loss
Recognized in other
comprehensive income
Favorable
change
Unfavorable
change
Favorable
change
Unfavorable
change

Discount for
lack of
marketability
±10%
Input
Change
$ 211 ($ 211)
$ 4,322
December 31,2019
($ 4,322)
Recognized in profit or
loss
Recognized in other
comprehensive income
Favorable
change
Unfavorable
change
Favorable
change
Unfavorable
change

Discount for
lack of
marketability
±10%
$ 858 ($ 858) $ 3,384 ($ 3,384)

(4)Others

As of the reported date, the Company has assess ed that COVID-19 has no adverse impact on the Company’s overall operating activities and financial statements . However, the Company will continue to pay attention to the development of the COVID-19 and its impact on the overall economic environment.

13.Supplementary Disclosures

(1)Significant transactions information

  • A . Loans to others : None.

  • B. Provis ion of endors ements and guarantees to others : None.

  • C. Holding of marketable s ecurities at the end of the period (not including subs idiaries , associates and joint ventures ): Pleas e refer to table 1.

  • D. A cquis ition or s ale of the s ame security with the accumulated cos t exceeding $300 million or 20% of the Company’s paid-in capital: None.

  • E. A cquis ition of real es tate reaching $300 million or 20% of paid-in capital or more: None.

  • F. Dis pos al of real estate reaching $300 million or 20% of paid-in capital or more: None.

  • G. Purchases or s ales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: None.

  • H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: None.

  • I. Trading in derivative instruments undertaken during the reporting periods : None.

  • J. Significant inter-company trans actions during the reporting periods :

~171~

Please refer to table 2.

(2)Information on inves tees

Names , locations and other information of investee companies (not including inves tees in M ainland China): Please refer to table 3.

(3)Information on inves tments in M ainland China

  • A . Inves tee accounted for under the equity method of the Company, Elite Semiconductor (B.V. I.) Limited, which has been approved to establish Shanghai offices in Mainland China by Investment Commis s ion of M OEA on June 18, 2009. The Shanghai office indirectly establis hed by the Company was approved for cancellation by the Investment Commis s ion of M OEA on November 17, 2020.

  • B. Bas ic information: Please refer to table 4.

  • C. Significant trans actions , either directly or indirectly through a third area, with inves tee companies in the Mainland A rea: None.

(4)M ajor s hareholders information

As of December 31, 2020, the Company did not have any shareholders with a shareholding ratio more than 5%.

14.Operating Segment Information

(1) General information

The Group operates bus iness only in a s ingle indus try. The chief operating decis ion-maker who allocates res ources and ass esses performance of the Group as a whole, has identified that the Group has only one reportable operating segment.

(2)Segment information

The segment information provided to the chief operating decis ion-maker for the reportable segments is as follows :

Revenue from external customers
Segment income before income tax
Segment assets
Segment liabilities
Years ended December 31, Years ended December 31,
2020 2019
$ 15,267,139
$ 1,253,700
December 31,2020
$
11,983,479
$ 576,180

December 31,2019
$ 13,000,348
$ 4,871,065
$ 10,480,320
$ 3,139,541

(3)Reconciliation for s egment income (loss ): None.

(4)Information on products and s ervices

As of December 31, 2020 and 2019 the net operating revenue of integrated circuit and electronic materials is $15,267,139 and $11,983,479.

~172~

(5) Geographical information

Geographical information for the years ended December 31, 2020 and 2019 is as follows :

Domestic
Asia
Others
Total
Years ended December 31, Years ended December 31, Years ended December 31, Years ended December 31,
2020 2019
Revenue Non-current assets Revenue
Non-current assets
$ 6,138,237
9,069,729
59,173
$ 15,267,139
$ 1,046,111
-
9,194
$ 1,055,305
$ 5,153,908
6,643,377
186,194
$ 11,983,479
$ 874,235
-
14,587
$ 888,822

(6)M ajor cus tomer information

A Company Years ended December 31,
2020
2019
Revenue
Segment
Revenue
Segment
$ 3,430,386
The Group
$ 2,724,676
The Group

~173~

Elite Sem iconductor Microelectronics Technology Inc. and Subsidiaries

Holding of m arketable securities at the end of the period

Decem ber 31, 2020

Table 1

Expressed in th ousands of New Taiwan dollars, except as o therwise indicated

Securities held by Nam e and category of
m arketable securities
Relationship w ith the
securities issuer
General ledger account As of Decem ber 31, 2020 As of Decem ber 31, 2020 As of Decem ber 31, 2020 As of Decem ber 31, 2020 Footn ote
Num ber of shares Boo k value
(Note)
Ownership(%) Fair value
(Note)
Elite Sem iconductor
Microelectronics Technology Inc.
Arim a Lasers Corporation stoc k The Com pany ’s subsid iary
is this com pany ’s director
Financial assets at fair value through profit or
loss
3,4 55,000 $ 7 2,209
12.26
$ 72,209
Elite Sem iconductor
Microelectronics TechnologyInc.
King Yuan Electronics Corporation
stoc k
None Financial assets at fair value through profit or
loss
10,000
348

0.00
348
Elite Sem iconductor
Microelectronics TechnologyInc.
HSBC FRN PERPETUAL bo nd None Financial assets at fair value through profit or
loss
1,0 00,000 25,192
Not applicable
25,192
Elite Sem iconductor
Microelectronics TechnologyInc.
ANZ FRN PE RPETUAL bond None Financial assets at fair value through profit or
loss
5 00,000 11 ,895
Not applicable
11 ,895
Elite Sem iconductor
Microelectronics TechnologyInc.
BGF RENMIN BI BOND FUND None Financial assets at fair value through profit or
loss
1 27,986 58,904
Not applicable
58,904
Elite Sem iconductor
Microelectronics Technology Inc.
Turning Point Lasers L td. preferred
stoc k
None Financial assets at fair value through other
com prehensive incom e
1,0 00,000 32,418
8. 06
32,418
Elite Investm ent Services Ltd. HSBC HLDG S PLC 6.2 0 PCT
PREF SHARE SE RIES A
None Financial assets at fair value through profit or
loss
20,000 14,303
Not applicable
14,303
Elite Investm ent Services Ltd. HSBC ALL CHINA BOND FUND
- AC (2802)
None Financial assets at fair value through profit or
loss
6 00,000 32,833
Not applicable
32,833
Charng Feng Investm ent Ltd. King Yuan Electronics Corporation
stoc k
None Financial assets at fair value through profit or
loss
10,000
348

0.00
348
Charng Feng Investm ent Ltd. Arim a Lasers Corporation stoc k None Financial assets at fair value through profit or
loss
9 07,000 18,956
3.22
18,956
Charng Feng Investm ent Ltd. Ushine Photon ics Corporation stoc k None Financial assets at fair value through profit or
loss
115 ,519
797

0.41
797
Charng Feng Investm ent Ltd. Brighte k Op toelectronic
Corporation L td. stoc k
None Financial assets at fair value through profit or
loss
65,601 1,709
0.15
1,709
Charng Feng Investm ent Ltd. M3 Technolo gy Inc. stock None Financial assets at fair value through profit or
loss
4 33,000 48,063
1.18
48,063
Charng Feng Investm ent Ltd. M2 Com m unication Inc. stoc k None Financial assets at fair value through profit or
loss
2,0 00,000 4,917
7.89
4,917
Charng Feng Investm ent Ltd. Powerchip Sem iconductor
ManufacturingCorporation
None Financial assets at fair value through profit or
loss
1,5 00,000 75,000
0.05
75,000
Charng Feng Investm ent Ltd. Turning Point Lasers L td. preferred
stoc k
None Financial assets at fair value through other
com prehensive incom e
1,0 00,000 32,418
8.06
32,418
Jie Yong Investm ent Ltd . Elite Sem iconductor
Microelectronics Technology Inc.
stoc k
Parent com pany Financial assets at fair value through other
com prehensive incom e
14,1 54,000 9 15,764
4.95
9 15,764

Note: Valuation adjustm ent of financial assets and cum ulative translatio n differences are included.

~174~

Table 2

Elite Semiconductor Microelectronics Technology Inc. and Subsidiaries

Significant inter-company transactions during the reporting periods

Year ended December 31, 2020

Expressed in thousands of New Taiwan dollars, except as otherwise indicated

Number
(Note 1)
Companynam e Counterparty Relationship
(Note 2)
Transaction Transaction Transaction Transaction
General ledger
account
Amount Transaction
terms
Percentage of
consolidated total
operating revenues or
total assets(Note 3)
0 Elite Semiconductor Microelectronics
TechnologyInc.
Eon Silicon Solutions,Inc.USA (1) Research and developm ent
expenses
$ 76,375 Note 4 0.50%
0 Elite Semiconductor Microelectronics
TechnologyInc.
Elite Semiconductor M emory
TechnologyInc.
(1) Other revenue 48,000 Note 4 0.31%

Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows:

  • (1) Parent company is “ 0”.

  • (2) The subsidiaries are numbered in order starting from “ 1”.

  • Note 2: Relationship between transaction company and counterparty is classified into the following three categories:

  • (1) Parent company to subsidiary.

  • (2) Subsidiary to parent company.

  • (3) Subsidiary to subsidiary.

  • Note 3: Regarding percentage of transaction am ount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the period to consolidated total operating revenues for income statem ent accounts.

Note 4: The transaction term s are decided by the two parties through negotiation. Note 5: Only transactions with related parties of NT$25 million or more are disclosed, and transactions with related parties will not be disclosed separately. Note 6: The transaction between parent company to subsidiary and subsidiaries were elminated when preparing consolidated financial statements.

~175~

Elite Sem iconductor Microelectronics Technology Inc. and Subsidiaries

Inform ation on investees (exclude investee in Mainland Ch ina)

Year ended Decem ber 31, 2020

Table 3

Expressed in thou sands of New Taiwan do llars, except as otherwise indicated

Investor Investee Location Main business activities Initial in vest m ent am ount Shares held as at Decem ber 31, 2020 Net incom e (loss)
of the investee for
the y ear ended
Decem ber 31,
2020
Investm ent
incom e (loss)
recognized by the
Com pany for the
y ear ended
Decem ber 31,
2020
Foot
note
Balance as at
Decem ber 31,
2020
Balance as at
Decem ber 31,
2019
Num ber of
shares
Ownership
(%)
Boo k value
Elite Sem iconductor
Microelectronics Technology Inc.
Elite Sem iconductor
Mem ory Technology Inc.
Taiwan Research and developm ent,
production, sales and related
consulting services of
integrated circuit
$ 272 $ 272 100 ,000 100 $ 2 4,236 $ 9,712 $ 9,712
Elite Sem iconductor
Microelectronics TechnologyInc.
Charng Feng Investm ent
Ltd.
Taiwan General investm ent 500,000 500,000 50,000, 000 100
511, 029
112, 211 111,110 Note
2
Elite Sem iconductor
Microelectronics Technology Inc.
Elite Investm ent Services
Ltd.
British Virg in
Islands
General investm ent 427,200 427,200
15
100
62 0,500
( 7,2 22) ( 7,2 22)
Elite Sem iconductor
Microelectronics Technology Inc.
Elite Sem iconductor
(B.V.I.) Ltd.
British Virg in
Islands
General investm ent - 142,400
-
-
-
( 7,2 20) ( 7,2 20) Note
3
Elite Sem iconductor
Microelectronics TechnologyInc.
Jie Yong Investm ent Ltd . Taiwan General investm ent 270,000 270,000 3,600, 000 41.86
13 6,983
1 3,823 ( 138)
Elite Sem iconductor
Microelectronics Technology Inc.
Eon Silicon Solu tion s,
Inc.USA
U.S.A. Investigation and research of
business situation and industrial
technology
13,304 13,304 200 ,000 100 ( 1,41 1) ( 240) ( 240)
Charng Feng Investm ent Ltd. 3R Sem iconductor
Technology Inc.
Taiwan Product design, who lesale and
retail of electronic m aterials,
m anufacturing of electronic
com ponents, inform ation
software services and
international trade
69,407 69,407 10,000, 000 100
2 1,953
( 567) ( 567)
Charng Feng Investm ent Ltd. Elite Silicon Technology
Inc.
Taiwan Product design, who lesale and
retail of electronic m aterials,
m anufacturing of electronic
com ponents, inform ation
software services and
international trade
61,201 59,288 7,448, 960 98.01
528
( 154) ( 154)
Charng Feng Investm ent Ltd. Cany on Sem iconductor
Inc.
Taiwan International trade,
m anufacturing of electronic
com ponents, product design
and inform ation software
services
80,337 80,337 8,350, 000 40.93
3 3,883
1,642 673

~176~

Investor Investee Location Main business activities Initial in vestm ent am ount Initial in vestm ent am ount Shares held as at Decem ber 31, 2020 Shares held as at Decem ber 31, 2020 Shares held as at Decem ber 31, 2020 Net incom e (loss)
of the investee for
the y ear ended
Decem ber 31,
2020
Investm ent
incom e (loss)
recognized by the
Com pany for the
y ear ended
Decem ber 31,
2020
Foot
note
Balance as at
Decem ber 31,
2020
Balance as at
Decem ber 31, 2019
Num ber of
shares
Ownership
(%)
Boo k value
Charng Feng Investm ent Ltd. Elite Innovation Japan Ltd. Japan Product design, who lesale and
retail of electronic m aterials,
m anufacturing of electronic
com ponents, inform ation
software services and
international trade
$ 2,111 $ 2,111
$ 200
100
2,195
$ 116 $ 116
Charng Feng Investm ent Ltd. CHI Microelectronics
Lim ited
Hong Kong Trading 3 67 -
10,000
100
36 7
( 4) ( 4) Note
4

Note 1: The foreign investm ent am ount translated at the exchange rate as of Decem ber 31, 2020.

Note 2: The investm ent incom e/loss has been adjusted the unrealized gain /loss of upstream transactions.

Note 3: Elite Sem iconductor (B.V.I.) Ltd. ob tained a liq uidated certificate from local regulatory authority on February 9, 2021, and obtained a liq uidated letter from Investm ent Com m ission of MOEA on February 20, 2021.

Note 4: CHI Microelectronics Lim ited. was established on August 31, 202 0. The Com pany 's subsid iary, Charng Feng Investm ent L td., ob tained the in vestm ent am ount of HKD 100,000 approved by the Investm ent Com m ission of MOEA on Decem ber 11, 2020.

~177~

Elite Sem iconductor Microelectronics Technology Inc. and Subsidiaries

Inform ation on investm ents in Main land Ch ina

Year ended Decem ber 31, 2020

Table 4

Expressed in thou sands of New Taiwan do llars, except as otherwise indicated

Investee in
Mainland China
Main business activities Paid-in capital
(Note 4)
Investm ent m ethod
(Note 1)
Accum ulated
am ount of
rem ittance
from Taiwan
to Mainland
China as at
January 1,
2020
Am ount rem itted from Taiwan to
Mainland China/Am oun t rem itted
back to Taiwan for the y ear ended
Decem ber 31, 2020
Am ount rem itted from Taiwan to
Mainland China/Am oun t rem itted
back to Taiwan for the y ear ended
Decem ber 31, 2020
Accum ulated
am ount of
rem ittance
from Taiwan
to Mainland
China as at
Decem ber 31,
2020
Net incom e
(loss) of the
investee for
the y ear
ended
Decem ber
31, 2020
Ownersh
ip held
by the
Com pan
y (direct
or
indirect)
Investm ent
incom e (loss)
recognized by
the Com pany
for the y ear
ended
Decem ber 31,
2020
(Note 2)
Boo k value
of
investm ents
in Mainland
China as at
Decem ber
31, 2020
Accum ulated
am ount of
investm ent
incom e
rem ittance
back to
Taiwan as at
Decem ber 31,
2020
Foot
note
Rem itted to
Mainland China
Rem itted back
to Taiwan
Elite
Sem iconductor
Microelectronics
Technology
(Shenzhen) Inc.
Trading of goods or techn ical
services, develop and sale products
of networking sy stem , storage, and
peripherals, technical consulting and
services of integrated circuit, and
after - sales service
$ 2, 549 (1) $ - $1,424 $ - $ 1,4 24 $ 1,22 4
100
$ 1,224 $ 4,619 $ -
Elite
Sem iconductor
Microelectronics
(Shanghai)
Technology Inc.
Product design, who lesale and retail
of electronic m aterials, inform ation
software services and international
trade
5, 696 (1) -
5,696
- 5,6 96
58 1

100
581 6,633 - Note
6
Companynam e
Accum ulated am ount of rem ittance
from Taiwan to Mainland China as
at Decem ber 31,2020
Investm ent
am ount
approved by the
Investm ent
Com m ission of
MOEA(Note 5)
Ceilin g of investm ents
in Mainland Ch ina
im posed by the
Investm ent
Com m ission of MOEA
Charng Feng
Investm ent Ltd.
$ 7,1 20
$ 78, 021
$ 300 ,000
Companynam e Accum ulated am ount of rem ittance
from Taiwan to Mainland China as
at Decem ber 31,2020
Investm ent
am ount
approved by the
Investm ent
Com m ission of
MOEA(Note 5)
Ceilin g of investm ents
in Mainland Ch ina
im posed by the
Investm ent
Com m ission of MOEA
Charng Feng
Investm ent Ltd.
$ 7,1 20
$ 78, 021
$ 300 ,000

Note 1: The m ethods for engaging in in vestm ent in Mainland China include the following :

  • (1) Direct investm ent in Main land Ch ina.

(2) Indirect investm ent in Main land Ch ina throug h com panies registered in a third region.

  • (3) Other m ethods.

Note 2: Investm ent incom e (loss) was recognized based on financial statem ent prepared by each com pany which were audited by independent auditors.

Note 3: The am ount of the statem ent should show as New Taiwan Do llars.

Note 4: Paid-in capital translated at the exchange rate as of Decem ber 31, 2020.

Note 5: The Com pany 's subsid iary, Charng Feng Investm ent L td., ob tained the revised investm ent am ount of U SD 39,48 5.42 and U SD 2,50 0,000 approved by the Investm ent Com m ission , MOEA on February 6, 2020 and July 10, 202 0. Note 6: Elite Sem iconductor Microelectronics (Shanghai) Technology Inc. was established o n Novem ber 27, 2019. The Com pany 's subsidiary, Charng Feng Investm ent Ltd., ob tained the in vestm ent am ount of USD 200,000 approved by the Investm ent Com m ission of MOEA on May 20, 2020.

~178~

  • V. Financial Report of the Company audited and attested by CPAs for the most recent financial year.

Independent Auditors’ Report

(2021) Finance-Audit-Letter No.20003729

To the Board of Directors and Shareholders of Elite Semiconductor Microelectronics Technology Inc.

Opinion

We have audited the accompanying parent company only balance sheets of Elite Semiconductor Microelectronics Technology Inc. as at December 31, 2020 and 2019, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of Elite Semiconductor Microelectronics Technology Inc. as at December 31, 2020 and 2019, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for opinion

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and Generally Accepted Auditing Standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of Elite Semiconductor Microelectronics Technology Inc. in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the audit reports of other independent accountants, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

~179~

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of the current period. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for Elite Semiconductor Microelectronics Technology Inc. parent company only financial statements of the current period are stated as follows: Evaluation of inventories

Description

Refer to Note 4 (13) for the accounting policies on the evaluation of inventories, Note 5 (2) for the uncertainty of accounting estimations and assumptions for evaluation of inventories, Note 6 (5) for the Details of inventory. As at December 31,2020, the inventory and allowance for inventory valuation loss amounted to NT$6,068,415 thousand and NT$98,771 thousand. Elite Semiconductor Microelectronics Technology Inc is primarily engaged in research, development, production, manufacture, and sales of integrated circuit. Elite Semiconductor Microelectronics Technology Inc evaluates inventories stated at lower of cost and net realizable value. Since the evaluation of net realizable value of the inventories exceed specific period and obsolete inventories is subject to management’s judgment and uncertainty of estimations. Consequently, we consider the evaluation of inventories as a key audit matter.

How our audit addressed the matter

We have performed primary audit procedures for the above key audit matter included assessed the rationality of policy and procedure on allowance for inventory valuation loss based on our understanding of Elite Semiconductor Microelectronics Technology Inc.’s operations and industry, the historical data of product marginalization in the market and judged the rationality of obsolete inventories. We inspected the appropriateness of inventory aging report to confirm the consistency of report and policy, selected samples to compare the historical data of product marginalization in the market which determine the net realizable value of the obsolete inventories and net realizable value of the obsolete inventories to assessed the rationality of the allowance for inventory valuation loss.

~180~

Responsibilities of management and those charged with governance for the parent company only financial statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing Elite Semiconductor Microelectronics Technology Inc.’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 Elite Semiconductor Microelectronics Technology Inc. or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee, are responsible for overseeing Elite Semiconductor Microelectronics Technology Inc.’s financial reporting process.

Auditor’s responsibilities for the audit of the parent company only financial statements

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

As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • G. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve

~181~

collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

  • H. 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 Elite Semiconductor Microelectronics Technology Inc.’s internal control;

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

  • J. 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 Elite Semiconductor Microelectronics Technology Inc.’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause Elite Semiconductor Microelectronics Technology Inc. to cease to continue as a going concern;

  • K. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation; and

  • L. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within Elite Semiconductor Microelectronics Technology Inc. to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of parent company only audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

~182~

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor’s 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.

Cheng, Ya-Huei

Li, Tien-Yi

for and on behalf of PricewaterhouseCoopers, Taiwan

February 26, 2021

~183~

Elite Semiconductor Microelectronics Technology Inc. and Subsidiaries Consolidated Balance Sheets December 31, 2020 and 2019

Unit: NT$ thousand Unit: NT$ thousand Unit: NT$ thousand
Decem ber31,2020 Decem ber31,2019
Assets Notes Amount % Amount %
Current assets
1100 Cash and cash equivalents 6(1) $ 2,719,155 21 $ 1,817,377 17
1110 Financial assets at fair value
through profit or loss - current 6(2) 168,548 1 150,841 2
1136 Financial assets at amortized cost
- current 136,704 1 140,906 1
1150 Notes receivable, net - - 34 -
1170 Accounts receivable, net 6(4) 1,505,780 12 1,160,173 11
1200 Other receivables 7(2) 94,611 1 79,745 1
130X Inventories 6(5) 5,969,644 46 4,968,524 48
1410 Prepaym ents 23,477 - 21,863 -
1470 Other current assets 8 5,183 - 6,602 -
11XX Total curren t assets 10,623,102 82 8,346,065 80
Non-current assets
1517 Financial assets at fair value
through other comprehensive
incom e - non-current 6(3) 32,418 - 25,388 -
1550 Investment accounted for under
the equity m ethod 6(6) 1,291,337 10 1,225,036 12
1600 Property, plant and equipment 6(7) 776,013 6 695,067 6
1755 Right-of-use assets 6(8) 72,090 - 72,798 1
1760 Investment property, net 6(9) 17,701 - 18,671 -
1780 Intangible assets 6(10)(11) 111,688 1 81,177 1
1840 Deferred income tax assets 6(26) 3,813 - 4,174 -
1900 Other non-current assets 8 77,055 1 10,357 -
15XX Total non-cu rrent assets 2,382,115 18 2,132,668 20
1XXX Total assets $ 13,005,217 100 $ 10,478,733 100

(Continued)

~184~

Elite Semiconductor Microelectronics Technology Inc. and Subsidiaries Consolidated Balance Sheets December 31, 2020 and 2019

Liabilities and equity Unit: NT$ thousand
Decem ber31,2020
Decem ber31,2019
Notes
Amount
%
Amount
%
6(12)
$ 1,340,000
10
$ 270,000
3

149,756
1
-
-
6(19)
5,336
-
3,949
-
2,115
-
1,890
-
2,281,658
18
2,134,680
20
6(13)
688,630
5
450,874
4
147,677
1
39,960
1
6,368
-
6,695
-
9,250
-
4,325
-
4,630,790
35
2,912,373
28
16,495
-
15,083
-
6(26)
12,442
-
4,731
-
66,561
1
66,540
1
6(14)
14,886
-
18,546
-
110,384
1
104,900
1
4,741,174
36
3,017,273
29
6(16)

2,857,589
22
2,857,589
27
6(17)

109,677
1
104,305
1
6(18)
1,409,039
11
1,359,235
13
8,524
-
-
-
4,019,327
31
3,286,176
31
5,536
- (
8,524)
-
6(16)
(
145,649) (
1) (
137,321) (
1)
8,264,043
64
7,461,460
71
11
Current liabilities
2100
Short-term borrowings
2110
Short-term notes and bills payable
2130
Contract liabilities - current
2150
Notes payable
2170
Accounts payable
2200
Other payables
2230
Current incom e tax liabilities
2280
Lease liabilities - current
2300
Other current liabilities
21XX
Total curren t liabilities
Non-current liabilities
2550
Provisions - non-current
2570
Deferred income tax liabilities
2580
Lease liabilities – non-current
2600
Other non-current liabilities
25XX
Total non-cu rrent liabilities
2XXX
Total liabilities
Equity
Share capital

3110
Common stock

Capital surplus

3200
Capital surplus

Retained earnings

3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity interest
3400
Other equity interest
3500
Treasury shares

3XXX
Total equity
Significant Events after the End

(Continue) The acco mpanying notes are an integral part of these parent company only financial statements.

Chairm an: Hsing-Hai Chen

Manager: Ming-Chien Chang

Accounting Manager: Candy Chu

~185~

Elite Semiconductor Microelectronics Technology Inc. and Subsidiaries Consolidated Balance Sheets December 31, 2020 and 2019

of the Balance Sheet Date

3X2X Total liabilities and equity

Unit: NT$ thousand $ 13,005,217 100 $ 10,478,733 100

The acco mpanying notes are an integral part of these parent company only financial statements.

Chairm an: Hsing-Hai Chen

Manager: Ming-Chien Chang Accounting Manager: Candy Chu

~186~

Elite Semiconductor Microelectronics Technology Inc. and Subsidiaries Parent Company Only Statements of Comprehensive Income Years ended December 31, 2020 and 2019

Items Notes
6(19) 7(2)
6(5) (24) (25) 7(2)
6(24) (25)
7(2)


7(2)

12(2)

6(20)
6(21) 7(2)
6(22)

6(23)

6(6)
6(26)

6(14)
6(3)
6(27)
6(27)
2020
4000
Operating revenue

5000
Operating costs

5900
Gross profit
5950
Gross profit - net
Operating expenses

6100
Selling expenses

6200
Administrative expenses
6300
Research and development expenses
6450
Expected credit impairment gain
(loss)

6000
Total operating expenses
6900
Operating profit
Non-operating income and expenses
7100
Interest income

7010
Other income

7020
Other gains or losses

7050
Financial costs

7070
Share of profit (loss) of associates
and joint ventures accounted for
under equity method

7000
Total non-operating income and
expenses
7900
Profit before income tax
7950
Income tax expenses

8200
Profit for the period
Other comprehensive income (loss) -
net
Items not reclassified to profit or loss
8311
Gain on remeasurements of defined
benefit plans

8316
Unrealized gain (loss) on valuation
of equity instruments at fair value
through other comprehensive
income

8330
Share of other co mprehensive
income (loss) of associates and
joint ventures accounted for under
equity method - items not
reclassified to profit or loss
8300
Other comprehensive income (loss) -
net
8500
Total comprehensive income for the
period
Basic earnings per share
9750
Basic earnings per share
Diluted earnings per share
9850
Diluted earnings per share
$

The acco mpanying notes are an integral part of these parent company only financial statements.

Chairm an: Hsing-Hai Chen

Manager: Ming-Chien Chang

Accounting Manager: Candy Chu

~187~

Years ended Decem ber 31, 2020 and 2019

Elite Sem iconductor Microelectronics Technology Inc. and Subsidiaries Parent Com pany Only Statem ents of Changes in Equity

Unit: NT$ thousand

2019
Balance at January 1, 2019
Profit for the period
Other comprehensive income for the period
Comprehensive income for the period
Distribution of 2018 earnings
Legal reserve appropriated
Cash dividends of ordinary share
Reversal of special reserve
Recognition of effects from change in ownership
interests in subsidiaries - cash dividends
distribution from subsidiaries
Disposal of subsidiaries
Adjustment of capital reserve due to cash
dividends that subsidiaries received from paren
Change in associates and joint ventures accounted
for under equity method
Expired cash dividends transferred to capital
surplus
Adjustment of payments of expired cash dividend
Balance at December 31, 2019
2020
Balance at January 1, 2020
Profit for the period
Other comprehensive income for the period
Comprehensive income for the period
Distribution of 2019 earnings
Legal reserve appropriated
Cash dividends of ordinary share
Special reserve appropriated
Acquisition of company's share by subsidiary
recognized as treasury share
Recognition of effects from change in ownership
interests in subsidiaries - cash dividends
distribution from subsidiaries
Adjustment of capital reserve due to cash
dividends that subsidiaries received from parent
Recognition of effects from change in ownership
interests in subsidiaries - subsidiary acquired
non-controlling interest
Expired cash dividends transferred to capital
surplus
Balance at December 31, 2020
Note Common stock Capital surplus
$ 59,072
-
-
-
-
-
-
1,146
35,475
8,438
180
39
(
45 )
$ 104,305
$ 104,305
-
-
-
-
-
-
-
1,146
5,925
(
1,781 )
82
$ 109,677
Retained earnings Unrealized gain (loss)
on financial assets
measured at fa ir value
through other
comprehensive income
Unrealized gain (loss)
on financial assets
measured at fa ir value
through other
comprehensive income
Treasuryshare Total equity
Legal rese rve Special reserve Unappropriated
retained earnings
6(18)
6(17)
6(17)
t
6(17)

6(17)
6(17)
s6(17)
6(18)
6(17)
6(17)
6(17)
6(17)
$ 2,857,589
-
-
-
-
-
-
-
-
-
-
-
-
$ 2,857,589
$ 2,857,589
-
-
-
-
-
-
-
-
-
-
-
$ 2,857,589
$ 1,288,584
-
-
-
70,651
-
-
-
-
-
-
-
-
$ 1,359,235
$ 1,359,235
-
-
-
49,804
-
-
-
-
-
-
-
$ 1,409,039
$ 194,377
-
-
-
-
-
(
194,377 )
-
-
-
-
-
-
$ -
$ -
-
-
-
-
-
8,524
-
-
-
-
-
$ 8,524
$ 3,093,047
497,405
636
498,041
(
70,651 )
(
428,638 )
194,377
-
-
-
-
-
-
$ 3,286,176
$ 3,286,176
1,076,426
812
1,077,238
(
49,804 )
(
285,759 )
(
8,524 )
-
-
-
-
-
$ 4,019,327
$ -
-
(
8,524 )
(
8,524 )
-
-
-
-
-
-
-
-
-
($ 8,524 )
($ 8,524 )
-
14,060
14,060
-
-
-
-
-
-
-
-
$ 5,536




($ 137,321 )
-
-
-
-
-
-
-
-
-
-
-
-
($ 137,321 )
($ 137,321 )
-
-
-
-
-
-
(
8,328 )
-
-
-
-
($ 145,649 )
$ 7,355,348
497,405
(
7,888 )
489,517
-
(
428,638 )
-
1,146
35,475
8,438
180
39
(
45 )
$ 7,461,460
$ 7,461,460
1,076,426
14,872
1,091,298
-
(
285,759 )
-
(
8,328 )
1,146
5,925
(
1,781 )
82
$ 8,264,043

The acco mpanying notes are an integral part of these parent company only financial statements.

Chairm an: Hsing-Hai Chen

Manager: Ming-Chien Chang

Accounting Manager: Candy Chu

~188~

Elite Semiconductor Microelectronics Technology Inc. and Subsidiaries Consolidated Statem ents of C ash Flows

Years ended December 31, 2020 and 2019

Unit: NT$ thousand
Notes 2020 2019
Cash flows from operating activities
Profit before incom e tax for the period $ 1,243,089 $ 563,433
Adjustments
Income and expenses having no effect on cash
flows
Depreciation 6(7) (8) (9) (24) 306,407 392,093
Amortization 6(10) (24) 111,401 84,226
Expected credit impairm ent loss (gain) 12(2) ( 8,582 ) 10,006
Net loss (gain) on financial assets at fair
value through profit or loss 6(2) (22) ( 17,707 ) 19,145
Interest expenses 6(23) 11,308 8,715
Interest incom e 6(20) ( 17,540 ) ( 27,979 )
Dividend income 6(21) ( 3,473 ) ( 11,498 )
Impairment loss 6(10) (11) (22) 25,352 12,057
Share of (loss) profit of associates and joint
ventures accounted for under equity method ( 106,002 ) 30,257
Gains arising from lease modifications 6(22) ( 91 ) -
Changes in assets/liabilities relating to
operating activities
Net changes in assets relating to operating
activities
Financial assets at fair value through profit
and loss - 40,915
Notes receivable 34 ( 34 )
Accounts receivable ( 337,025 ) ( 110,776 )
Other receivables ( 15,468 ) ( 6,889 )
Inventories ( 1,001,120 ) 796,007
Prepayments ( 1,614 ) 52,706
Other current assets ( 2,550 ) ( 3,844 )
Net changes in liabilities relating to operating
activities
Notes payable 225 90
Accounts payable 146,978 283,737
Contract liabilities - current 1,387 1,509

(Continue)

~189~

Elite Semiconductor Microelectronics Technology Inc. and Subsidiaries Consolidated Statem ents of C ash Flows Years ended December 31, 2020 and 2019

Other payables
Other current liabilities
Other non-current liabilities
Cash inflow generated from operations
Interest received
Interest paid
Income taxes paid
Net cash flows from operating activities
Unit: NT$ thousand
Notes
2020
2019
148,355
(
53,299 )
4,925
509
386
392
488,675
2,081,478
18,142
27,053
(
10,093 )
(
7,388 )
(
50,874 )
(
151,522 )
445,850
1,949,621

(Continued)

~190~

Elite Semiconductor Microelectronics Technology Inc. and Subsidiaries Consolidated Statem ents of C ash Flows

Years ended December 31, 2020 and 2019

Cash flows from investing activities
Acquisition of financial assets at am ortized
cost
Disposal of financial assets at amortized cost
Proceeds from capital withdrawal from
liquidation of subsidiaries
Acquisition of property, plant and equipment
(Increase) decrease in prepaym ents for
equipm ent
Acquisition of intangible assets
(Increase) Decrease in guarantee deposit paid
Dividends received
Net cash flows from investing activities
Cash flows from financing activities
Increase (decrease) in short-term borrowings
Increase (decrease) in short-term notes and
bills payable
Lease principal repaym ent
(Decrease) Increase in guarantee deposit
received
Cash dividends paid
Expired cash dividends
Payments of expired cash dividends
Net cash flows from (used in) financing
activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Unit: NT$ thousand
Notes
2020
2019
( $ 140,157 )
( $ 140,906 )
144,359
-
19,408
42,782
6(28)
(
291,692 )
(
268,048 )
(
62,673 )
52,996
6(10)
(
167,264 )
(
44,832 )
(
56 )
340
27,760
32,538
(
470,315 )
(
325,130 )
6(28)
1,070,000
(
100,000 )
6(28)
150,476
(
99,932 )
6(28)
(
5,320 )
(
7,956 )
6(28)
(
3,236 )
110
6(18)
(
285,759 )
(
428,638 )
6(17)
82
39
6(17)
-
(
45 )
926,243
(
636,422 )
901,778
988,069
6(1)
1,817,377
829,308
6(1)
$ 2,719,155
$ 1,817,377

The acco mpanying notes are an integral part of these parent company only financial statements.

Manager: Ming-Chien Chang

Chairm an: Hsing-Hai Chen

Accounting Manager: Candy Chu

~191~

Elite Semiconductor M icroelectronics Technology Inc. Notes to the Parent Company Only Financial Statements Years Ended December 31, 2020 and 2019

Unit: NT$ thousand (Unless otherwise indicated)

1.His tory and Organization

Elite Semiconductor M icroelectronics Technology Inc. (the Company) was founded in M ay 1998 and s tarted operation in December of the same year. The core bus iness of the Company includes res earch, development, production, manufacture, and s ales of dynamic and s tatic random access memory, flash memory, analog integrated circuit, analog and digital mixed integrated circuit. The Group also provides technical services related to product des ign and R&D.

The Company merged with Ji Xin Technology Co., Ltd. On December 5, 2005, and merged with Eon Silicon Solution Inc. on June 8, 2016, and the Company is the surviving company.

2.The Date of Authorization for Issuance of the Consolidated Financial Statements and Procedures for A uthorization

The consolidated financial statements were reported to the Board of Directors on February 26, 2021.

3.A pplication of New Standards , A mendments and Interpretations

(1)Effect of the adoption of new issuance of or amendments to International Financial Reporting Standards (“ IFRS” ) as endorsed by the Financial Supervisory Commiss ion (“ FSC” )

New standards , interpretations and amendments endors ed by the FSC effective from 2020 are as follows :


from 2020 are as follows :
Effective Date by
International Accounting
New Standards,Amendments and Interpretations Standards Board
Amendments to IAS 1 and IAS 8, “Disclosure Initiative -
Definition of Material”
January 1, 2020
Amendments to IFRS 3, “Definition of a Business” January 1, 2020
Amendments to IFSR 9, IAS 39, and IFRS 7, “Interest rate
benchmark reform”
January 1, 2020
Amendments to IFRS 16, “Covid-19-Related Rent
Concessions”
June 1, 2020 (Note)

Note: Earlier application from January 1, 2020 is allowed by FSC.

The above s tandards and interpretations have no s ignificant impact to the Company's financial condition and financial performance based on the Company's assess ment.

~192~

(2)Effect of New Iss uances of or A mendments to IFRSs as Endors ed by the FSC but not yet Adopted by the Company

New standards , interpretations and amendments endors ed by the FSC effective from 2021 are as follows :


from 2021 are as follows :
Effective Date by
International
Accounting Standards
New Standards,Amendments and Interpretations Board
Amendments to IFRS 4, “Extension of the Temporary
Exemption from Applying IFRS 9”
January 1, 2021
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16,
“Interest Rate Benchmark Reform— Phase 2” January 1, 2021

The above s tandards and interpretations have no s ignificant impact to the Company’s financial condition and financial performance bas ed on the Company's assess ment.

(3)Effects of IFRSs Issued by IA SB but not yet Endors ed by the FSC

New standards , interpretations and amendments iss ued by IA SB but not yet included in the IFRSs as endorsed by the FSC are as follows :

Effective Date
by International
Accounting
New Standards,Amendments and Interpretations Standards Board
Amendments to IFRS 3, “Reference to the Conceptual Framework” January 1, 2022
Amendments to IFRS 10 and IAS 28, “Sale or Contribution of Assets To be
between an Investor and its Associate or Joint Venture” determined by
IASB
IFRS 17, “Insurance Contracts” January 1, 2023
Amendments to IFRS 17, “Insurance Contracts” January 1, 2023
Amendments to IAS 1, “Classification of Liabilities as Current or January 1, 2023
Non-current”
Amendments to IAS 1, “Disclosure of accounting policies” January 1, 2023
Amendments to IAS 8, “Definition of accounting estimates” January 1, 2023
Amendments to IAS 16, “Property, Plant and Equipment -Proceeds January 1, 2022
before Intended Use”
Amendments to IAS 37, “Onerous Contracts - Cost of Fulfilling a January 1, 2022
Contract”
Annual Improvements to IFRSs 2018-2020 Cycle January 1, 2022

The above s tandards and interpretations have no s ignificant impact to the Company's financial condition and financial performance based on the Company's assess ment.

4.Summary of Significant A ccounting Policies

The principal accounting policies applied in the preparation of thes e parent

~193~

company only financial statements are s et out below. Thes e policies have been cons is tently applied to all the periods pres ented, unless otherwise s tated. (1)Compliance statement

The parent company only financial s tatements of the Company have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”.

(2)Bas is of preparation

  • A . Except for the following items , thes e parent company only financial statements have been prepared under the his torical cost convention:

  • (a) Financial assets (including derivatives instruments ) at fair value through profit or loss .

  • (b) Financial ass ets at fair value through other comprehens ive income.

  • (c) Defined benefit liabilities recognized based on the net amount of pens ion fund assets less present value of defined benefit obligations .

  • B. The preparation of financial statements in conformity with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers ”, International Financial Reporting Standards , International A ccounting Standards , IFRIC Interpretations , and SIC Interpretations as endors ed by the FSC (collectively referred herein as the “IFRSs ”), requires the use of certain critical accounting estimates . It also requires management to exercise its judgment in the process of applying the Company’s accounting policies . The areas involving a higher degree of judgment or complexity, or areas where ass umptions and es timates are estimates are s ignificant to the cons olidated financial s tatements are disclos ed in Note 5.

(3)Foreign currency trans lation

Items included in the financial s tatements of each of the Company’s entities are measured us ing the currency of the primary economic environment in which the entity operates (the “functional currency”). The parent company only financial statements are pres ented in New Taiwan dollars , which is the Company’s functional and pres entation currency. Foreign currency trans actions and balances

  • A . Foreign currency transactions are trans lated into the functional currency us ing the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise.

  • B. M onetary ass ets and liabilities denominated in foreign currencies at the period end are retrans lated at the exchange rates prevailing at the balance sheet date. Exchange differences aris ing upon re-trans lation at the balance sheet date are recognized in profit or loss .

  • C. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-trans lated at the exchange rates prevailing at the balance sheet date; their trans lation differences are recognized in profit or loss . Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other

~194~

comprehens ive income are re-trans lated at the exchange rates prevailing at the balance sheet date; their trans lation differences are recognized in other comprehens ive income. However, nonmonetary ass ets and liabilities denominated in foreign currencies that are not measured at fair value are trans lated us ing the his torical exchange rates at the dates of the initial transactions .

  • D. A ll foreign exchange gains and losses are pres ented in the s tatement of comprehens ive income within ‘other gains and losses ’.

  • (4)Class ification of current and non -current items

  • A . Assets that meet one of the following criteria are class ified as current ass ets ; otherwis e they are class ified as non-current ass ets :

    • (a) Ass ets aris ing from operating activities that are expected to be realized, or are intended to be s old or consumed within the normal operating cycle;

    • (b) Ass ets held mainly for trading purpos es;

    • (c) Assets that are expected to be realized within twelve months from the balance s heet date;

    • (d) Cash and cas h equivalents , excluding restricted cash and cash equivalents and thos e that are to be exchanged or used to settle liabilities more than twelve months after the balance sheet date.

  • B. Liabilities that meet one of the following criteria are class ified as current liabilities ; otherwis e they are class ified as non-current liabilities :

    • (a) Liabilities that are expected to be settled within the normal operating cycle;

    • (b) Liabilities aris ing mainly from trading activities;

    • (c) Liabilities that are to be s ettled within twelve months from the balance sheet date;

    • (d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, res ult in its s ettlement by the iss ue of equity instruments do not affect its class ification.

(5)Cas h equivalents

Cash equivalents refer to s hort-term, highly liquid inves tments that are readily convertible to known amounts of cas h and which are s ubject to an ins ignificant ris k of changes in value. Time depos its that meet the definition above and are held for the purpos e of meeting s hort-term cash commitments in operations are class ified as cash equivalents .

(6)Financial ass ets at fair value through profit or loss

  • A . Financial ass ets at fair value through profit or loss are financial ass ets that are not measured at amortized cost or fair value through other comprehens ive income.

  • B. On a regular way purchase or s ale bas is , financial ass ets at fair value through profit or loss are recognized and derecognized us ing trade date

~195~

accounting.

  • C. A t initial recognition, the Group measures the financial assets at fair value and recognizes the trans action cos ts in profit or loss . The Company subs equently meas ures the financial ass ets at fair value, and recognizes the gain or loss in profit or loss .

  • D. The Company recognizes the dividend income when the right to receive payment is es tablis hed, future economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.

  • (7)Financial ass ets at fair value through other comprehens ive income

  • A . Financial assets at fair value through other comprehens ive income comprise equity s ecurities which are not held for trading, and for which the Group has made an irrevocable election at initial recognition to recognize changes in fair value in other comprehens ive income and debt instruments which meet all of the following criteria:

    • (a) The objective of the Group’s bus iness model is achieved both by collecting contractual cash flows and selling financial ass ets ; and

    • (b) The assets ’ contractual cash flows represent solely payments of principal and interest.

  • B. On a regular way purchase or s ale bas is , financial ass ets at fair value through other comprehens ive income are recognized and derecognized us ing trade date accounting.

  • C. A t initial recognition, the Company measures the financial ass ets at fair value plus transaction cos ts . The Company subs equently measures the financial assets at fair value:

  • The changes in fair value of equity inves tments that were recognized in other comprehens ive income are reclass ified to retained earnings and are not reclass ified to profit or loss following the derecognition of the inves tment. Dividends are recognized as revenue when the right to receive payment is es tablished, future economic benefits ass ociated with the dividend will flow to the Company and the amount of the dividend can be measured reliably.

  • (8)Financial ass ets at amortized cost

  • A . Financial assets at amortized cost are those that meet all of the following criteria:

    • (a) The objective of the Group’s bus iness model is achieved by collecting contractual cash flows .

    • (b) The assets ’ contractual cash flows represent solely payments of principal and interest.

  • B. On a regular way purchase or s ale bas is , financial ass ets at amortized cost are recognized and derecognized us ing trade date accounting.

  • C. A t initial recognition, the Company measures the financial ass ets at fair value plus transaction costs . Interest income from thes e financial ass ets is included in finance income us ing the effective interes t method. A gain or loss is recognized in profit or loss when the asset is derecognized or impaired.

  • D. The Company’s time depos its which do not fall under cash equivalents are

~196~

thos e with a short maturity period and are measured at initial inves tment amount as the effect of dis counting is immaterial.

(9)A ccounts and notes receivable

  • A . A ccounts and notes receivable entitle the Company a legal right to receive cons ideration in exchange for trans ferred goods or rendered s ervices .

  • B. The short-term accounts and notes receivable without bearing interest are subs equently measured at initial invoice amount as the effect of discounting is immaterial.

  • (10)Impairment of financial ass ets

For financial assets at amortized cos t, at each reporting date, the Company recognizes the impairment provis ion for 12 months expected credit loss es if there has not been a s ignificant increas e in credit ris k s ince initial recognition or recognizes the impairment provis ion for the lifetime expected credit losses (ECLs ) if s uch credit ris k has increased s ince initial recognition after taking into cons ideration all reas onable and verifiable information that includes forecas ts . On the other hand, for accounts receivable or contract assets that do not contain a s ignificant financing component, the Company recognizes the impairment provis ion for lifetime ECLs .

  • (11)Derecognition of financial ass ets

The Company derecognizes a financial asset when the contractual rights to receive the cash flows from the financial asset expire.

(12)Operating leas es (lessee)

Rental income under an operating lease (net of any incentives received from the lessor) are recognized in profit or loss on a straight-line bas is over the lease term.

  • (13)Inventories

Inventories are stated at the lower of cost and net realizable value. Cos t is determined us ing the weighted-average method. The cost of finis hed goods and work in progress comprises raw materials , direct labor, other direct cos ts and related production overheads . It excludes borrowing cos ts . The item by item approach is used in applying the lower of cos t and net realizable value. Net realizable value is the estimated selling price in the ordinary course of bus iness , less the es timated cos t of completion and applicable variable selling expens es .

(14)Inves tments accounted for us ing equity method / subs idiaries and associates

  • A . Subs idiaries are entities controlled by the Company (including s tructured entities ). The Company controls the entity when the Company is expos ed, or has rights , to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

  • B. A ll unrealized profit or loss resulting from trans actions between the Company and its subs idiaries have been eliminated in full. A ccounting policies of subs idiaries have been adjusted when necess ary in order to be cons is tent with thos e of the Company.

  • C. The Company’s share of profit or loss in subs idiaries after acquis ition is recognized in profit or loss , whereas its s hare of other comprehens ive income in subs idiaries after acquis ition is recognized in other

~197~

comprehens ive income. If the Company’s share of loss in a s ubs idiary exceeds its share of equity in such a subs idiary, the Company continues to recognize losses in its s hareholding percentage.

  • D. If a change in shareholding in a subs idiary does not result in a loss of control (i.e. trans actions with non-controlling interests ), such a change is accounted for as an equity trans action, that is , a trans action with owners in their capacity as owners . Any difference between the amount by which the non-controlling interes ts are adjus ted and the fair value of the cons ideration paid or received is recognized directly in equity.

  • E. A ssociates are all entities over which the Company has s ignificant influence but not control. In general, it is presumed that the investor has s ignificant influence, if an investor holds , directly or indirectly 20 percent or more of the voting power of the investee. Inves tments in ass ociates are accounted for us ing the equity method and are initially recognized at cost.

  • F. The Company’s share of its associates ’ pos t-acquis ition profits or losses is recognized in profit or loss , and its share of pos t-acquis ition movements in other comprehens ive income is recognized in other comprehens ive income. When the Company’s s hare of losses in an ass ociate equals or exceeds its interes t in the ass ociate, including any other unsecured receivables , the Group does not recognize further losses , unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

  • G. W hen changes in an associate’s equity do not aris e from profit or loss or other comprehens ive income of the associate and such changes do not affect the Company’s owners hip percentage of the associate, the Company recognizes the Company’s share of change in equity of the associate in ‘capital surplus ’ in proportion to its owners hip.

  • H. Unrealized gains on transactions between the Company and its associates are eliminated to the extent of the Company’s interes t in the ass ociates . Unrealized losses are also eliminated unless the trans action provides evidence of an impairment of the ass et trans ferred. A ccounting policies of ass ociates have been adjus ted where necessary to ensure cons is tency with the policies adopted by the Company.

  • I. In the case that an associate issues new s hares and the Company does not subs cribe or acquire new s hares proportionately, which results in a change in the Company’s ownership percentage of the associate but maintains s ignificant influence on the associate, then ‘capital surplus ’ and ‘investments accounted for under the equity method’ shall be adjus ted for the increase or decrease of its share of equity interes t. If the above condition causes a decreas e in the Company’s ownership percentage of the ass ociate, in addition to the above adjustment, the amounts previous ly recognized in other comprehens ive income in relation to the associate are reclass ified to profit or loss proportionately on the same bas is as would be required if the relevant assets or liabilities were dispos ed of.

  • J. Upon loss of s ignificant influence over an ass ociate, the Company remeasures any inves tment retained in the former associate at its fair value. Any difference between fair value and carrying amount is

~198~

recognized in profit or loss .

  • K. W hen the Company disposes its investment in an associate and loses s ignificant influence over this associate, the amounts previous ly recognized in other comprehens ive income in relation to the associate, are reclass ified to profit or loss , on the s ame bas is as would be required if the relevant assets or liabilities were disposed of. If it retains s ignificant influence over this associate, the amounts previous ly recognized in other comprehens ive income in relation to the associate are reclass ified to profit or loss proportionately in accordance with the aforementioned approach.

  • L. A ccording to Regulations Governing the Preparation of Financial Reports by Securities Issuers , the profit or loss of the period and other comprehens ive income presented in parent company only financial statements shall be the s ame as the allocations of profit or loss of the period and of other comprehens ive income attributable to owners of the parent pres ented in the financial s tatements prepared on a cons olidated bas is , and the owners ' equity presented in the parent company only financial statements shall be the s ame as the equity attributable to owners of the parent presented in the financial s tatements prepared on a consolidated bas is .

(15)Property, plant and equipment

  • A . Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the cons truction period are capitalized.

  • B. Subs equent cos ts are included in the ass et’s carrying amount or recognized as a separate ass et, as appropriate, only when it is probable that future economic benefits ass ociated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. A ll other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  • C. Land is not depreciated. Other property, plant and equipment apply cos t model and are depreciated us ing the straight-line method to allocate their cost over their estimated us eful lives . Each part of an item of property, plant, and equipment with a cost that is s ignificant in relation to the total cos t of the item mus t be depreciated separately.

  • D. The ass ets ’ res idual values , useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets ’ res idual values and us eful lives differ from previous es timates or the patterns of consumption of the ass ets ’ future economic benefits embodied in the assets have changed s ignificantly, any change is accounted for as a change in estimate under IA S 8, ‘A ccounting Policies , Changes in Accounting Es timates and Errors ’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows

  • Buildings and s tructures 3~20 years M achinery and equipment 3~8 years Tes ting equipment 3~8 years Other 3~10 years

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(16) Leas ing arrangements (less ee)- right -of-use ass ets/ leas e liabilities

  • A . Leas es are recognized as a right-of-us e asset and a corresponding lease liability at the date at which the leased ass et is available for use by the Company. For s hort-term leases or leas es of low value ass ets , leas e payments are recognized as an expens e on a straight-line bas is over the lease term.

  • B. Leas e liabilities include the net present value of the remaining lease payments at the commencement date, discounted us ing the incremental borrowing interes t rate. Lease payments are compris ed of Fixed payments , less any lease incentives receivable. The Group subs equently measures the lease liability at amortized cos t us ing the interest method and recognizes interest expens e over the lease term.

    • Starting from the lease date, the Group ass esses whether it can reasonably determine its option to extend the leas e or purchase the underlying ass et, or not to terminate the leas e. The Group cons iders all relevant facts and circumstances that will generate economic incentives to exercis e or not exercis e the options . Such circumstances include all e xpected changes in facts and s ituations from the start of the lease to the day when the option is exercis ed. Main factors to cons ider include contractual terms and conditions within the period of options and the importance of the underlying ass et to the less ee’s operations , etc. The lease term will be reass essed if a s ignificant change or a major change in circumstances occurs within the Company's control range.

    • The leas e liability is remeasured and the amount of remeas urement is recognized as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications .

  • C. A t the commencement date, the right-of-us e asset is s tated at cost. The cost is the amount of the initial meas urement of lease liability. The right-of-us e ass et is measured subs equently us ing the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s us eful life or the end of the leas e term. When the leas e liability is remeasured, the amount of remeas urement is recognized as an adjustment to the right-of-us e ass et.

  • (17)Inves tment property

An investment property is s tated initially at its cos t and measured subs equently us ing the cost model. Investment property is depreciated on a straight-line bas is over its estimated useful life of 20 years .

  • (18)Intangible assets

  • A . Patent and technical s kill, customer relationship

    • Separately acquired patent is stated at his torical cos t. Patent and technical s kill, customer relations hip acquired in a bus iness combination are recognized at fair value at the acquis ition date and amortized on a straight-line bas is over their estimated useful lives of 3 years .
  • B. Goodwill

    • Goodwill aris es in a bus iness combination accounted for by applying the acquis ition method.
  • C. Other intangible ass ets , mainly computer software, are stated at cos t and amortized on a s traight-line bas is over their es timated useful lives of 1 ~ 3

~200~

years .

(19)Impairment of non -financial ass ets

  • A . The Company assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the ass et’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less cos ts to s ell or value in us e. Except for goodwill, when the circums tances or reasons for recognizing impairment loss for an ass et in prior years no longer exis t or diminis h, the impairment loss is revers ed. The increased carrying amount due to revers al s hould not be more than what the depreciated or amortized historical cost would have been if the impairment had not been recognized.

  • B. The recoverable amount of goodwill is evaluated periodically. A n impairment loss is recognized for the amount by which the ass et’s carrying amount exceeds its recoverable amount. Impairment loss of goodwill previous ly recognized in profit or loss s hall not be reversed in the following years .

  • C. For the purpose of impairment tes ting, goodwill acquired in a bus iness combination is allocated to each of the cash-generating units , or groups of cash-generating units , that is/are expected to benefit from the synergies of the bus iness combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes . Goodwill is monitored at the operating s egment level.

(20)Borrowings

Borrowings are short-term bank borrowings . Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subs equently stated at amortized cost; any difference between the proceeds (net of transaction cos ts ) and the redemption value is recognized in profit or loss over the period of the borrowings us ing the effective interest method.

(21)Notes and accounts payable

Notes and accounts payable are obligations to pay for goods or s ervices that have been acquired in the ordinary cours e of bus iness from suppliers . They are recognized initially at fair value and subsequently measured at amortized cost us ing the effective interest method. However, for short-term accounts payable without bearing interest, as the effect of dis counting is ins ignificant, they are measured s ubsequently at original invoice amount.

(22)Derecognition of financial liabilities

A financial liability is derecognized when the obligation specified in the contract is either discharged or cancelled or expires .

(23)Provis ions

Provis ions of decommis s ioning are recognized when the Group has a present legal or constructive obligation as a result of past events , and it is probable that an outflow of economic res ources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provis ions are measured at the present value of the expenditures expected to be required to

~201~

settle the obligation on the balance sheet date, which is discounted us ing a pre-tax dis count rate that reflects the current market assess ments of the time value of money and the ris ks specific to the obligation. When discounting is us ed, the increas e in the provis ion due to passage of time is recognized as interest expens e. Provis ions are not recognized for future operating loss es .

  • (24) Employee benefits

  • A . Short-term employee benefits

    • Short-term employee benefits are measured at the undis counted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognized as expens e in that period when the employees render s ervice.
  • B. Pens ions

    • (a) Defined contribution plans

      • For defined contribution plans , the contributions are recognized as pens ion expens e when they are due on an accrual bas is . Prepaid contributions are recognized as an asset to the extent of a cash refund or a reduction in the future payments .
    • (b) Defined benefit plans

      • I. Net obligation under a defined benefit plan is defined as the present value of an amount of pens ion benefits that employees will receive on retirement for their services with the Group in current period or prior periods . The liability recognized in the balance sheet in respect of defined benefit pens ion plans is the pres ent value of the defined benefit obligation at the balance sheet date less the fair value of plan ass ets . The net defined benefit obligation is calculated annually by independent actuaries us ing the projected unit credit method. The rate us ed to dis count is determined by us ing interes t rates of government bonds at the balance sheet date of a currency and term cons is tent with the currency and term of the employment benefit obligations .

      • II. Re measurements aris ing on defined benefit plans are recognized in other comprehens ive income in the period in which they aris e and are recorded as other equity.

      • III. Pas t s ervice costs are recognized immediately in profit or loss .

  • C. Employees ’ compensation and directors ’ and supervisors ’ remuneration Employees ’ compensation and directors ’ and s upervis ors ’ remuneration are recognized as expens e and liability, provided that such recognition is required under legal or constructive obligation and thos e amounts can be reliably estimated. Any difference between the resolved amounts and the subs equently actual dis tributed amounts is accounted for as changes in es timates . If employee compens ation is paid by shares , the Group calculates the number of shares bas ed on the clos ing price at the previous day of the board meeting resolution.

- (25) Employee share based payment

For the equity-settled s hare-bas ed payment arrangements , the employee services received are measured at the fair value of the equity instruments granted at the grant date, and are recognized as compens ation cost over the vesting period, with a corresponding adjustment to equity. The fair value of the equity instruments granted s hall reflect the impact of market ves ting

~202~

conditions and non-ves ting conditions . Compensation cost is subject to adjustment based on the s ervice conditions that are expected to be s atis fied and the estimates of the number of equity ins truments that are expected to vest under the non-market vesting conditions at each balance sheet date. Ultimately, the amount of compens ation cost recognized is bas ed on the number of equity instruments that eventually ves t.

  • (26)Income tax

  • A . The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss , except to the extent that it relates to items recognized in other comprehens ive income or items recognized directly in equity, in which cas es the tax is recognized in other comprehens ive income or equity.

  • B. The current income tax expens e is calculated on the bas is of the tax laws subs tantively enacted at the balance s heet date in the countries where the Company operate and generate taxable income. M anagement periodically evaluates pos itions taken in tax returns with respect to s ituations in accordance with applicable tax regulations . It establishes provis ions where appropriate bas ed on the amounts expected to be paid to the tax authorities . An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expens e in the year the s tockholders resolve to retain the earnings .

  • C. Deferred tax is recognized, us ing the balance sheet liability method, on temporary differences aris ing between the tax bas es of assets and liabilities and their carrying amounts in the cons olidated balance sheet. However, the deferred tax is not accounted for if it aris es from initial recognition of goodwill or of an asset or liability in a transaction other than a bus iness combination that at the time of the transaction affects neither accounting nor taxable profit or loss . Deferred tax is provided on temporary differences aris ing on investments in subs idiaries , except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined us ing tax rates and laws that have been enacted or s ubstantially enacted by the balance sheet date and are expected to apply when the related deferred tax ass et is realized or the deferred tax liability is settled.

  • D. Deferred tax ass ets are recognized only to the extent that it is probable that future taxable profit will be available agains t which the temporary differences can be utilized. A t each balance s heet date, unrecognized and recognized deferred tax assets are reass essed.

  • E. A deferred tax asset shall be recognized for the carryforward of unused tax credits resulting from acquis itions of equipment or technology, research and development expenditures and equity investments to the extent that it is poss ible that future taxable profit will be available against which the unused tax credits can be utilized.

  • F. If a change in tax rate is enacted, the Group recognizes the effect of the change immediately in the interim period in which the change occurs . The effect of the change on items recognized outs ide profit or loss is recognized in other comprehens ive income or equity while the effect of the change on

~203~

items recognized in profit or loss is recognized in profit or loss . (27)Share capital

  • A . Ordinary shares are class ified as equity. Incremental costs directly attributable to the issue of new s hares or stock options are shown in equity as a deduction, net of tax, from the proceeds .

  • B. W here the Company repurchas es the Company’s equity share capital that has been iss ued, the cons ideration paid, including any directly attributable incremental cos ts (net of income taxes ) is deducted from equity attributable to the Company’s equity holders . W here such shares are subsequently reissued, the difference between their book value and any cons ideration received, net of any directly attributable incremental trans action costs and the related income tax effects , is included in equity attributable to the Company’s equity holders .

  • (28)D ividends

Dividends are recorded in the Company’s financial s tatements in the period in which they are resolved by the Company’s s hareholders . Cash dividends are recorded as liabilities ; stock dividends are recorded as stock dividends to be distributed and are reclass ified to ordinary shares on the effective date of new shares issuance.

  • (29)Revenue recognition

    • A . The Group manufactures and sells integrated circuit. Sales are recognized when control of the products has trans ferred, being when the products are delivered to the cus tomer, 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 ris ks of obsolescence and loss have been trans ferred to the customer, and either the customer has accepted the products in accordance with the sales contract, or the Group has objective evidence that all criteria for acceptance have been satis fied.

    • B. The Group accepts sales orders from customers . Sales revenue is recognized according to the contract price, and the Group trans fers the promis ed goods or s ervices to cus tomers . Since the cus tomer's payment period does not exceed one year, the Group has not adjusted the monetary time value of the transaction price.

  • C. A receivable is recognized when the goods are delivered as this is the point in time that the cons ideration is unconditional because only the passage of time is required before the payment is due.

  • 5.Critical A ccounting Judgements , Estimates and Key Sources of Assumption Uncertainty

The preparation of these parent company only financial statements requires management to make critical judgements in applying the Company’s accounting policies and make critical assumptions and estimates concerning future events . Assumptions and es timates may differ from the actual res ults and are continually evaluated and adjusted bas ed on his torical experience and other factors . Such ass umptions and es timates have a s ignificant ris k of caus ing a material adjustment to the carrying amounts of ass ets and liabilities within the next financial year; and the related information is addressed below:

~204~

(1)Critical judgements in applying the Group ’s accounting policies

None.

(2)Critical accounting estimates and assumptions

Evaluation of inventories

As inventories are s tated at the lower of cos t and net realizable value, the Group must determine the net realizable value of inventories on balance s heet date us ing judgements and es timates . Due to the rapid technology innovation, the Group evaluates the amounts of obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realizable value. Such an evaluation of inventories is principally bas ed on the demand for the products within the specified period in the future. Therefore, there might be material changes to the evaluation. As of December 31, 2020, the carrying amount of inventories was $5,969,644.

6.Details of Significant Accounts

(1)Cas h and cas h equivalents

Cash on hand and revolving funds
Checking accounts and demand deposits
Time deposits
December 31,2020
December 31,2019
December 31,2020
December 31,2019
December 31,2020
December 31,2019
$ 115

879,139
1,839,901
$ 2,719,155
$ 115
343,791
1,473,471
$ 1,817,377
  • A . The Group associates with a variety of financial ins titutions all with high credit quality to dis pers e credit ris k, so it expects that the probability of counterparty default is remote.

  • B. Details of the Group's cash and cas h equivalents pledged to others as collateral are provided in Note 8.

(2)Financial ass ets at fair value through profit or loss

Item
December 31,2020
December 31,2019
Item
December 31,2020
December 31,2019
Item
December 31,2020
December 31,2019
Current items:
Financial assets mandatorily measured at
fair value through profit or loss
Listed stock

Emerging stocks
Beneficiary certificates
Bonds
Subtotal
Valuation adjustment

Total
$ 286

115,673
45,465
31,226
192,650
( 24,102)

$ 168,548
$ 286
115,673
45,465
31,226
192,650
( 41,809)

$ 150,841

~205~

  • A . A mounts recognis ed in profit or loss in relation to financial ass ets at fair value through profit or loss are listed below:
Financial assets mandatorily measured at
fair value through profit or loss
Equity instruments
Debt instruments
Beneficiary certificates
Total
Year ended December 31, Year ended December 31,
2020 2019
$ 9,300
2,991
5,416
$ 17,707
($ 24,397)
2,750
2,502
($ 19,145)
  • B. The Company has no financial assets at fair value through profit or loss pledged to others .

  • C. Information relating to credit ris k is provided in Note 12(2)C(b).

  • (3)Financial ass ets at fair value through other comprehens ive income

Item December 31,2020 December 31,2019
Non-current items:
Equity instruments
Unlisted stock
Valuation adjustment
$ 29,650
2,768
$ 32,418
$ 29,650
( 4,262)
$ 25,388

The Company has elected to class ify equity investments that are cons idered to strategic inves tments as financial assets at fair value through other comprehens ive income. The fair value of s uch investments amounted to$32,418 and $25,388 as at December 31, 2020 and 2019, res pectively.

(4)A ccounts receivable

Accounts receivable - general customers
Accounts receivable - related parties
Less: Allo wance for losses
December 31,2020 December 31,2019
$ 1,510,520
$ 1,174,227
973
241
1,511,493
1,174,468
( 5,713)
( 14,295)
$ 1,505,780
$ 1,160,173
December 31,2020 December 31,2019
$ 1,510,520
$ 1,174,227
973
241
1,511,493
1,174,468
( 5,713)
( 14,295)
$ 1,505,780
$ 1,160,173
December 31,2020 December 31,2019
$ 1,510,520
$ 1,174,227
973
241
1,511,493
1,174,468
( 5,713)
( 14,295)
$ 1,505,780
$ 1,160,173
December 31,2020 December 31,2019
$ 1,510,520
$ 1,174,227
973
241
1,511,493
1,174,468
( 5,713)
( 14,295)
$ 1,505,780
$ 1,160,173
$ 1,510,520
973
1,511,493
( 5,713)
$ 1,505,780
$ 1,174,227
241
1,174,468
( 14,295)

$ 1,160,173
  • A . The ageing analys is of accounts receivable is as follows :

~206~

Not past due
Past due-within 30 days
Past due-31-90 days
Past due-91-180 days
Past due-over 180 days
December 31,2020
December 31,2019
December 31,2020
December 31,2019
December 31,2020
December 31,2019
December 31,2020
December 31,2019
$ 1,505,780
-
-
-
5,713
$ 1,511,493
$ 1,159,935
238
-
-
14,295
$ 1,174,468

The above aging analys is was bas ed on past due date.

  • B. A s at December 31, 2020 and 2019, without taking into account any collateral held or other credit enhancements , the maximum hedge to credit ris k in respect of the amount that best represents the Group’s accounts receivable were$1,505,780 and $1,160,173, respectively.

  • C. The collaterals and fair value held by the Group as guarantee for accounts receivable are as follows :


receivable are as follows :
Bank guarantee
Pledged certificate of deposit
Guarantee deposits received (shown as
“other non-current liabilities”)
Letters of credit
Company promissory note/check
December 31,2020
December 31,2019
$ 33,044
4,272
5,526
760,162
555,221
$ 1,358,225
$ 43,494
7,500
8,794
546,672
366,621
$ 973,081
  • D. Information relating to credit ris k is provided in Note 12(2).

  • E. A s at December 31, 2020 and 2019, accounts receivable were all from contracts with cus tomers . As at January 1, 2019, the balance of receivables from contracts with customers amounted to $1,059,404.

  • F. The Group has no accounts receivable pledged to others as collateral.

  • (5)Inventories

Raw materials
Work in progress
Finished goods
Inventory in transit
Raw materials
December 31,2020 December 31,2020
Cost Allowance for
valuation loss
Book value
$ 138,104
4,724,546
1,199,284
6,481
$ 6,068,415
($ 10,726)
( 20,266)
( 67,779)
-
($ 98,771)
$ 127,378
4,704,280
1,131,505
6,481
$ 5,969,644

~207~

Raw materials
Work in progress
Finished goods
Inventory in transit
December 31,2019 December 31,2019
Cost Allowance for
valuation loss
Book value
$ 156,518

4,013,286

963,140

4,342
$ 5,137,286
($ 9,794)

( 70,663)
( 88,305)
-
($ 168,762)
$ 146,724
3,942,623
874,835
4,342
$ 4,968,524

The Group recognized as expens e or loss :

Cost of goods sold
Reversal of allowance on market value decline
and obsolete and slow-moving inventories
Year ended December 31, Year ended December 31,
2020 2019
$ 12,745,078
( 69,991)

$ 12,675,087
$ 10,305,310
( 85,589)

$ 10,219,721

The revers al of allowance were recognized due to sale of certain inventories which were previous ly provided with allowance for price decline. (6)Investments accounted for under the equity method


nvestments accounted for under the equity method

ty method
December 31,2020
Subsidiaries:
Elite Semiconductor Memory Technology Inc. $ 24,236
Charng Feng Investment Ltd.
511,029
Elite Investment Services Ltd.
620,500
Elite Semiconductor (B.V.I.) Ltd.
-
Jie Yong Investment Ltd.
136,983
Eon Silicon Solution Inc. USA
( 1,411)
$ 1,291,337
December 31,2020 December 31,2019
$ 30,179
394,670
627,721
26,627
147,009
( 1,170)
$ 1,225,036

Information about s ubs idiaries of the Company is provided in Note 4(3) in 2020 consolidated financial statements .

~208~

(7)Property, plant and equipment

At January 1, 2020
Cost
Accumulated
depreciation
and impairm ent
2020
At January 1
Additions
Transfer (Note)
Depreciation charge
At Decem ber 31
At Decem ber 31, 2020
Cost
Accumulated
depreciation
and impairm ent
At January 1, 2019
Cost
Accumulated
depreciation
and impairm ent
2019
At January 1
Additions
Transfer (Note)
Depreciation charge
At Decem ber 31
At Decem ber 31, 2019
Cost
Accumulated
depreciation
and impairm ent
Land
Buildings and
structures
Machinery
equipm ent
Testing
equipm ent
Land
Buildings and
structures
Machinery
equipm ent
Testing
equipm ent
Land
Buildings and
structures
Machinery
equipm ent
Testing
equipm ent
Land
Buildings and
structures
Machinery
equipm ent
Testing
equipm ent
Others Total
$ 9,023
$635,941
$429,694
$250,644
-
( 364,888)
( 352,538)
( 148,491)
$ 9,023
$271,053
$ 77,156
$102,153
$ 9,023
$271,053
$ 77,156
$102,153
-
505
85,605
38,091
-
-
2,719
1,455
-
( 34,055)
( 22,509)
( 22,333)
$ 9,023
$237,503
$142,971
$119,366
$ 9,023
$636,446
$518,018
$284,731
-
( 398,943)
( 375,047)
( 165,365)
$ 9,023
$237,503
$142,971
$119,366
Land
Buildings and
structures
Machinery
equipm ent
Testing
equipm ent
$1,228,482
( 992,800)
$ 235,682

$ 235,682

252,195
-
( 220,727)

$ 267,150

$1,480,677
( 1,213,527)
$ 267,150

Others
$2,553,784
( 1,858,717)
$ 695,067

$ 695,067
376,396
4,174
( 299,624)

$ 776,013

$2,928,895
( 2,152,882)
$ 776,013

Total
$ 9,023
-
$ 9,023
$ 9,023
-
-
-
$ 9,023
$ 9,023
-
$ 9,023
$615,250
( 332,185)
$283,065
$283,065
5,496
15,195
( 32,703)

$271,053
$635,941
( 364,888)
$271,053
$393,787
( 313,872)
$ 79,915
$ 79,915
35,908
-
( 38,667)

$ 77,156
$429,694
( 352,538)
$ 77,156
$181,379
( 128,711)
$ 52,668
$ 52,668
10,059
59,205
( 19,779)
$102,153
$250,644
( 148,491)
$102,153
$1,069,371
( 701,219)
$ 368,152

$ 368,152

159,111
-
( 291,581)

$ 235,682

$1,228,482
( 992,800)
$ 235,682
$2,268,810
( 1,475,987)
$ 792,823

$ 792,823
210,574
74,400
( 382,730)

$ 695,067

$2,553,784
( 1,858,717)
$ 695,067

~209~

  • Note: Trans ferred from prepayments for equipment (shown as “other non-current ass ets ”).

  • A . For the years ended December 31, 2020 and 2019 no interest expens e was capitalized on property, plant and equipment in the Company.

  • B. The Group has no property, plant and equipment pledged to others .

  • (8)Leas ing arrangements -lessee

  • A . The Company leases various assets including land, buildings and s tructures , bus iness vehicles , printers . Rental contracts are typically made for periods of 2 to 20 years . Lease terms are negotiated on an individual bas is and contain a wide range of different terms and conditions . Short-term leas es with a lease term of 12 months or less comprise bus iness vehicles .

  • B. The carrying amount of right-of-us e assets and the depreciation charge are as follows :


as follows :
Land
Buildings and structures
Business vehicles
Printers
December 31,2020
December 31,2019
Book value
$ 62,221
6,496
3,083
290
$ 72,090
$ 65,641
5,701
470
986
$ 72,798
Land
Buildings and structures
Business vehicles
Printers
Year ended December 31, Year ended December 31,
2020 2019
Depreciation charge
$ 3,420
986
711
696
$ 5,813
$ 3,420
2,545
1,732
696
$ 8,393
  • C. For the years ended December 31, 2020 and 2019, the additions to right-of-use ass ets were $10,410 and $0, respectively.

  • D. The information on profit and loss accounts relating to lease contracts is as follows :


follows :
Items affecting profit or loss
Interest expense on lease liabilities
Expense on short-term lease contracts
Year ended December 31,
2020 2019
$ 1,046
$ 1,436
$ 1,075
$ 1,232
  • E. For years ended December 31, 2020 and 2019, the Group’s total cash outflow for leases were $7,802 and $10,263, respectively.

~210~

(9)Investment property

nvestment property
At January 1, 2020
Cost
Accumulated depreciation
and impairment
2020
At January 1
Depreciation charge
At December 31
At December 31, 2020
Cost
Accumulated depreciation
and impairment
At January 1, 2019
Cost
Accumulated depreciation
and impairment
2019
At January 1
Depreciation charge
At December 31
At December 31, 2019
Cost
Accumulated depreciation
and impairment
Buildings and
structures

(
$ 20,369
( 1,698)

$ 18,671

$ 18,671
970)

$ 17,701

$ 20,369
( 2,668)

$ 17,701

Buildings and
structures

$ 20,369
( 728)

$ 19,641
$ 19,641
( 970)

$ 18,671
$ 20,369
( 1,698)

$ 18,671

~211~

  • A . Rental income from investment property and direct operating expenses aris ing from investment property are shown below:
Rental income from investment property
Direct operating expenses arising from the
investment property that generated rental
income during the period
Year ended December 31, Year ended December 31,
2020 2019
$ 2,470
$ 970
$ 2,436

$ 970
  • B. The fair value of the investment property held by the Group as at December 31, 2020 and 2019 was $10,516 and $10,538, res pectively, which was valued by income approach. Key assumptions are as follows :
Rate of net return on capital (Note) December 31,2020
December 31,2019
13.29%
13.86%

Note: Calculated based on the weighted average capital cos t of the issuer.

  • C. For the years ended December 31, 2020 and 2019 no interest expens e was capitalized on inves tment property in the Group.

  • D. The Group has no investment property pledged to others .

(10)Intangible assets


Intangible assets

s

s

s

s
Patents and
Customer
Technical skill
Relationship
Goodwill
At January 1, 2020
Cost
$ 34,478
$ 11,000
$ 80,758
Accumulated
depreciation
and impairm ent
( 25,556)
( 11,000)
( 37,104)
$ 8,922
$ -
$ 43,654
2020
At January 1
$ 8,922
$ -
$ 43,654
Additions
-
-
-
Amortization charge
( 5,098)
-
-
Impairment loss
-
-
( 25,352)
At Decem ber 31
$ 3,824
$ -
$ 18,302
At Decem ber 31, 2020
Cost
$ 34,478
$ 11,000
$ 80,758
Accumulated
depreciation
and impairm ent
( 30,654)
( 11,000)
( 62,456)
$ 3,824
$ -
$ 18,302
Patents and
Customer
Technical skill
Relationship
Goodwill
Others Total
$ 34,478
( 25,556)
$ 8,922
$ 8,922
-
( 5,098)
-
$ 3,824
$ 34,478
( 30,654)
$ 3,824
$ 11,000
( 11,000)

$ -
$ -
-
-
-

$ -
$ 11,000
( 11,000)

$ -
$ 80,758
( 37,104)
$ 43,654
$ 43,654
-
-
( 25,352)
$ 18,302
$ 80,758
( 62,456)
$ 18,302
$ 367,844
( 339,243)
$ 28,601
$ 28,601
167,264
( 106,303)
-
$ 89,562
$ 535,108
( 445,546)
$ 89,562
$ 494,080
( 412,903)

$ 81,177

$ 81,177
167,264
( 111,401)
( 25,352)

$ 111,688
$ 661,344
( 549,656)

$ 111,688

~212~

Patents and
Customer
Technical skill
Relationship
Goodwill
At January 1, 2019
Cost
$ 34,478
$ 11,000
$ 80,758
Accumulated
depreciation
and impairm ent
( 16,596)
( 9,473)
( 25,047)
$ 17,882
$ 1,527
$ 55,711
2019
At January 1
$ 17,882
$ 1,527
$ 55,711
Additions
-
-
-
Amortization charge
( 8,960)
( 1,527)
-
Impairment loss
-
-
( 12,057)
At Decem ber 31
$ 8,922
$ -
$ 43,654
At Decem ber 31, 2019
Cost
$ 34,478
$ 11,000
$ 80,758
Accumulated
depreciation
and impairm ent
( 25,556)
( 11,000)
( 37,104)
$ 8,922
$ -
$ 43,654
Patents and
Customer
Technical skill
Relationship
Goodwill
Patents and
Customer
Technical skill
Relationship
Goodwill
Patents and
Customer
Technical skill
Relationship
Goodwill
Patents and
Customer
Technical skill
Relationship
Goodwill
Others Total
$ 34,478
( 16,596)
$ 17,882
$ 17,882
-
( 8,960)
-
$ 8,922
$ 34,478
( 25,556)
$ 8,922
$ 11,000
( 9,473)

$ 1,527
$ 1,527
-
( 1,527)
-

$ -
$ 11,000
( 11,000)

$ -
$ 80,758
( 25,047)
$ 55,711
$ 55,711
-
-
( 12,057)
$ 43,654
$ 80,758
( 37,104)
$ 43,654
$ 323,012
( 265,504)
$ 57,508
$ 57,508
44,832
( 73,739)
-
$ 28,601
$ 367,844
( 339,243)
$ 28,601
$ 449,248
( 316,620)

$ 132,628
$ 132,628
44,832
( 84,226)
( 12,057)

$ 81,177

$ 494,080
( 412,903)

$ 81,177
  • A . Details of amortization on intangible assets are as follows :
Operating costs
Selling expenses
Administrative expenses
Research and development expenses
Year ended December 31, Year ended December 31,
2020 2019
$ 5,098
21
909
105,373
$ 111,401
$ 8,404
1,528
711
73,583
$ 84,226
  • B. For the years ended December 31, 2020 and 2019 no interest expens e was capitalized on intangible assets in the Company.

C. Impairment information about the intangible assets is provided in 6(11).

  • D. The Company has no intangible assets pledged to others .

(11)Impairment of non -financial assets

The Group performs impairment tests on the recoverable amount of goodwill on the balance sheet date. The recoverable amount of cash-generating units has been determined based on value-in-us e calculations . Thes e calculations us e cash flow projections approved by the management covering a five-year period as the bas is for es timation. The relevant dis count rates for 2020 and

~213~

2019 were 13.29% and 13.86%, respectively. The value-in-us e us ed by the Group to calculate cash-generating units is derived from historical information on estimated future revenue growth rates , gross profit margins , and operating expens e ratios , with reference to future industrial economic trends . The recoverable amount calculated bas ed on the above key ass umptions is lower than the book value of goodwill. Thus , the Group recognized impairment losses of $25,352 and $12,057 in 2020 and 2019, respectively.

(12)Short -term borrowings

Type of borrowings
Bank borrowings
Credit loans
Type of borrowings
Bank borrowings
Credit loans
December 31,
2020
Interest rate range
Collateral
$ 1,340,000
0.75%~1.05%
None
December 31,
2019
Interest rate range
Collateral
$ 270,000
0.98%~1.00%
None

Interes t expens e recognized in profit or loss amounted to $8,122 and $5,340 for the years ended December 31,2020 and 2019, res pectively.

(13)Other payables

Salary and bonus payables
Payable on equipment
Payable on employees and director
remuneration
Others
December 31,2020 December 31,2019
$ 376,625
146,904
79,349
85,752
$ 688,630
$ 288,090
58,026
35,964
68,794
$ 450,874

(14)Pens ions

  • A .(a) The Company and its domes tic subs idiaries have a defined benefit pens ion plan in accordance with the Labor Standards A ct, covering all regular employees ’ service years prior to the enforcement of the Labor Pens ion A ct on July 1, 2005 and service years thereafter of employees who chose to continue to be s ubject to the pens ion mechanis m under the Labor Standards A ct. Under the defined benefit pens ion plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, s ubject to a maximum of 45 units . Pens ion benefits are bas ed on the number of units accrued and the average monthly s alaries and wages of the las t 6 months prior to retirement. The Company and its domestic subs idiaries contribute monthly an amount equal to 2% of the employees ’ monthly salaries and

~214~

wages to the retirement fund depos ited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. A ls o, the Company and its domestic subs idiaries would assess the balance in the aforementioned labor pens ion reserve account by December 31, every year. If the account balance is insufficient to pay the pens ion calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Company and its domestic subs idiaries will make contributions for the deficit by next M arch.

  • (b) The amounts recognized in the balance s heet are as follows :
Present value of defined benefit
obligations
Fair value of plan assets
Unadjusted amount for the period
Net liability recognized in the balance
sheet
December 31,2020 December 31,2019
$ 14,033
( 2,663)
11,370
( 850)

$ 10,520
$ 12,739
( 2,409)

10,330
( 21)

$ 10,309
  • (c) M ovements in net defined benefit liabilities are as follows :
M ovements in net defined benefit liabilities are as follows : defined benefit liabilities are as follows : defined benefit liabilities are as follows : defined benefit liabilities are as follows :
2020
At January 1
Current service cost
Interest (expense) incom e
Remeasurem ents:
Return on plan assets
(excluding amounts
included in interest
incom e or expense)
Change in financial
assumptions
Experience adjustm ents
Pension fund contribution
Unadjusted amount for the
period
At Decem ber 31
Present value of
defined benefit
obligations
Fair value ofplan assets
Net defined benefit
liability
($ 12,739)
( 314)
( 88)
( 13,141)
-
( 524)
( 368)
( 892)
-
-
($ 14,033)
$ 2,409
-
18
2,427
80
-
-
80
156
-
$ 2,663
($ 10,330)
( 314)
( 70)

( 10,714)
80
( 524)
( 368)

( 812)

156
850
($ 10,520)

~215~

2019
At January 1
Current service cost
Interest (expense) incom e
Remeasurem ents:
Return on plan assets
(excluding amounts
included in interest
incom e or expense)
Change in financial
assumptions
Experience adjustm ents
Pension fund contribution
Unadjusted amount for the
period
At Decem ber 31
Present value of
defined benefit
obligations
Fair value of plan
assets
Net defined benefit
liability
Present value of
defined benefit
obligations
Fair value of plan
assets
Net defined benefit
liability
Present value of
defined benefit
obligations
Fair value of plan
assets
Net defined benefit
liability
Present value of
defined benefit
obligations
Fair value of plan
assets
Net defined benefit
liability
($ 11,614)
( 299)
( 116)
( 12,029)
-
( 385)
( 325)
( 710)
-
-
($ 12,739)
$ 2,164
-
21
2,185
74
-
-
74
150
-
$ 2,409
($ 9,450)
( 299)
( 95)

( 9,844)
74
( 385)
( 325)

( 636)

150
21
($ 10,309)
  • (d) The Bank of Taiwan was commis s ioned to manage the Fund of the Company’s and domes tic subs idiaries ’ defined benefit pens ion plan in accordance with the Fund’s annual investment and utilization plan and the “Regulations for Revenues , Expenditures , Safeguard and Utilization of the Labor Retirement Fund” (A rticle 6: The s cope of utilization for the Fund includes depos it in domes tic or foreign financial ins titutions , investment in domes tic or foreign lis ted, over-the-counter, or private placement equity securities , inves tment in domestic or foreign real estate s ecuritization products , etc.). With regard to the utilization of the Fund, its minimum earnings in the annual dis tributions on the final financial s tatements shall be no less than the earnings attainable from the amounts accrued from two-year time depos its with the interest rates offered by local banks . If the earnings is less than aforementioned rates , government s hall make payment for the deficit after being authorized by the Regulator. The Company and domestic subs idiaries have no right to participate in managing and operating that fund and hence the Company and domestic subs idiaries are unable to disclos e the class ification of plan ass ets fair value in accordance with IA S 19 paragraph 142. The compos ition of fair value of plan ass ets as of December 31, 2020 and 2019 is given in the Annual Labor Retirement Fund Utilization Report announced by the government.

~216~

(e) The principal actuarial assumptions used were as follows :

Discount rate
Future salary increases
Year ended December 31, Year ended December 31,
2020 2019
0.30%
3.00%
0.70%
3.00%

Assumptions regarding future mortality experience are s et based on the fifth life e xperience table in Taiwan for the years ended 2020 and 2019.

Becaus e the main actuarial ass umption changed, the present value of defined benefit obligation is affected. The analys is was as follows :


defined benefit obligation is affected. The analys is was as follows :

obligation is affected. The analys is was as follows :

obligation is affected. The analys is was as follows :

obligation is affected. The analys is was as follows :

obligation is affected. The analys is was as follows :

obligation is affected. The analys is was as follows :
Discount rate
Future salaryincreases
Increase 0.25%Decrease 0.25%Increase 0.25%Decrease 0.25%
December 31, 2020
Effect on present
value of defined
benefit obligation
($ 330)
$ 341
$ 296
($ 289)
December 31, 2019
Effect on present
value of defined
benefit obligation
($ 322)
$ 332
$ 292
($ 285)
Discount rate
Future salaryincreases
Increase 0.25%Decrease 0.25%Increase 0.25%Decrease 0.25%
($ 330)
($ 322)
$ 341
$ 332
$ 296
$ 292
($ 289)
($ 285)

The s ens itivity analys is above is based on one assumption which changed while the other conditions remain unchanged. In practice, more than one assumption may change all at once. The method of analys ing sens itivity and the method of calculating net pens ion liability in the balance s heet are the same.

The methods and types of ass umptions us ed in preparing the sens itivity analys is did not change compared to the previous period.

  • (f) Expected contributions to the defined benefit pens ion plans of the Group for the year ending December 31, 2021 amount to $158.

  • (g) As of December 31, 2020, the weighted average duration of the retirement plan is 10 years . The analys is of timing of the future pens ion payment was as follows :


pens ion payment was as follows :
Within 1 year

1-2 years
2-5 years
Over 5 years
$ 147
145
3,201
6,458
$ 9,951

~217~

  • B.(a) Effective July 1, 2005, the Company and its domestic subs idiaries have es tablished a defined contribution pens ion plan (the “New Plan”) under the Labor Pens ion A ct (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company and its domes tic subs idiaries contribute monthly an amount based on 6% of the employees ’ monthly s alaries and wages to the employees ’ individual pens ion accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.

  • (b) The pens ion costs under defined contribution pens ion plans of the Company for the years ended December 31, 2020 and 2019, were $30,121 and $28,097, res pectively.

(15)Share -based payment

  • A . For the years ended December 31, 2020 and 2019, the Group’s share-based payment arrangements were as follows :
Vesting
Type of arrangement Grant date Quantity granted Contract period condition
Succeed to 2010 Eon August 10, 2010, 4,000 thousand 10 years Note 1
Silicon Solution Inc.’s October 15, 2010 and
shares
employee stock options January 13, 2011 (Note 2)
Succeed to 2013 Eon August 19, 2013 7,500 thousand 10 years Note 1
Silicon Solution Inc.’s shares
employee stock options (Note 2)
  • Note 1: The accumulative proportion of the new s hares that can be obtained after the two-year, three-year and four-year service expirations are 50%, 75% and 100%, respectively.

  • Note 2: The number of grants given by the Company to the Eon Silicon Solution Inc. employee s tock option plan is the amount given on the original plan grant date. A fter the merger, Eon Silicon Solution Inc.'s 2010 and 2013 e mployee stock option plans have 219 thous and shares and 688 thousand shares in circulation.

  • A mong the share-bas ed payment arrangements above are settled by equity.

  • B. Details of the share-bas ed payment arrangements are as follows :

Succeed to Eon Silicon Solution Inc.’s employee stock options :

Options outstanding at
January 1
Options forfeited
Options expired
Options outstanding at
December 31
Options exercisable at
December 31
2020
2019
Weighted-average
Weighted-average
No. of
options
exercise price
(in dollars)
No. of
options
exercise price
(in dollars)
543
$ 59.2~303.4
621
$ 62.3~319.0
( 4)
217.4( 78)
59.2~303.4
( 21)
241.2~295.4
-
-
518
$ 57.6~217.4
543
$ 59.2~303.4
518
543

~218~

  • C. No options exercis ed for the years ended December 31, 2020 and 2019, respectively.

  • D. A s of December 31, 2020 and 2019, the range of exercis e prices of s tock options outs tanding was $57.6~$217.4 and $59.2~$303.4 (in dollars ), respectively; the weighted-average remaining contractual period was 2.64 years and 3.64 years , respectively.

  • E. Expens es incurred on share-based payment transactions for the years ended December 31, 2020 and 2019, were all $0.

  • (16)Share capital

  • A . As of December 31, 2020, the Company’s authorized capital was $3,500,000, cons isting of 350,000 thousand shares of ordinary stock (including 20,000 thousand shares res erved for employee s tock options ), and the paid-in capital was $2,857,589 w ith a par value of $10 (in dollars ) per share.

Movements in the number of the Company’s ordinary shares outs tanding are as follows :

Shares: thousand shares

2020
Shares outstanding at January 1
272,320
Subsidiary acquired parent company's
shares is regarded as treasury shares
transaction
( 715)
Shares outstanding at December 31
271,605
Treasury shares at the end of the period
14,154
Shares issued at December 31
285,759
2020 2019
272,320
-
272,320
13,439
285,759
  • B. Treasury shares

The Company's s hares held by the Company's subs idiary, Jie Young Inves tment Ltd., as of December 31, 2020 and 2019 due to the parent company's bus iness strategy, were 14,154 thous and shares and 13,439 thous and shares , with carrying amounts of $347,942 and $328,048, respectively; the average book value per share were $24.58 and $24.41, and the fair value per share were $64.70 and $38.90.

(17)Capital s urplus

Purs uant to the R.O.C. Company A ct, capital surplus aris ing from paid-in capital in excess of par value on issuance of common s tocks and donations can be used to cover accumulated deficit or to issue new s tocks or cash to shareholders in proportion to their s hare ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange A ct requires that the amount of capital surplus to be capitalized mentioned above should not exceed 10% of the paid-in capital each year. Capital surplus s hould not be used to cover accumulated deficit unless the legal res erve is insufficient.

~219~

2020

Changes in
Treasury share ownership interests in Employee stock
transactions
subsidiaries
options
At January 1
$ 1,661 $ 94,949 $ 3,913
Recognition of effects from
change in ownership
interests in subsidiaries -
cash dividends distribution
from subsidiaries
-
1,146
-
Adjustment of capital
reserve due to cash
dividends that subsidiaries
received from parent
-
5,925
-
Recognition of effects from
change in ownership
interests in subsidiaries -
subsidiary acquired
non-controlling interest
- ( 1,781)
-
Expired cash dividends
transferred to capital
surplus
-
-
-
At Decem ber 31
$ 1,661
$ 100,239
$ 3,913
2019
Changes in
Treasury share ownership interests in Employee stock
transactions
subsidiaries
options
At January 1
$ 1,661
$ 49,710 $ 3,913
Recognition of effects from
change in ownership
interests in subsidiaries -
cash dividends distribution
from subsidiaries
-
1,146
-
Disposal of subsidiaries
-
35,475
-
Adjustment of capital
reserve due to cash
dividends that subsidiaries
received from parent
-
8,438
-
Change in associates and
joint ventures accounted for
under equity m ethod
-
180
-
Expired cash dividends
transferred to capital
surplus
-
-
-
Adjustment of payments of
expired cash dividends
-
-
-
At Decem ber 31
$ 1,661
$ 94,949
$ 3,913
Changes in
Treasury share ownership interests in
transactions
subsidiaries
Changes in
Treasury share ownership interests in
transactions
subsidiaries
Changes in
Treasury share ownership interests in
transactions
subsidiaries
Employee stock
options
Others
Total
Others
Total
$ 1,661
-
-
-
-
$ 1,661
$ 94,949
1,146
5,925
( 1,781)
-
$ 3,913
-
-
-
-
$ 3,782 $ 104,305

-
1,146

-
5,925

- ( 1,781)
82
82
$ 100,239 $ 3,913 $ 3,864
$ 109,677
2019
Changes in
Treasury share ownership interests in Employee stock
transactions
subsidiaries
options
Others Total
$ 1,661
-
-
-
-
-
-
$ 1,661
$ 49,710
1,146
35,475
8,438
180
-
-
$ 3,913
-
-
-
-
-
-
$ 3,913
$ 3,788
-
-
-
-

39
( 45)
$ 3,782
$ 59,072

1,146

35,475

8,438

180

39
( 45)
$ 94,949
$ 104,305

~220~

(18)Retained earning

  • A . Under the Company’s A rticles of Incorporation, the current year’s earnings , if any, s hall be appropriated in the following order: (a) Payment of all taxes and dues .

  • (b) Offs et against prior years ’ operating loss es , if any.

  • (c) Set as ide 10% of remaining amount as legal res erve.

  • (d) Setting as ide a s pecial res erve when necessary.

  • (e) The remainder shall be stockholders ’ bonus , which will be appropriated in proportion or be retained shall be resolved by the stockholders at the stockholders ’ meeting.

  • B. Dividend policy

  • The Company is s till in the growth stage, the appropriation of s tockholders ’ bonus will be appropriated as cash, the remainder will be appropriated as shares when over 5%.

  • C. Except for covering accumulated deficit or iss uing new stocks or cash to shareholders in proportion to their share ownership, the legal res erve shall not be us ed for any other purpose. The use of legal res erve for the issuance of stocks or cash to s hareholders in proportion to their share ownership is permitted, provided that the distribution of the res erve is limited to the portion in excess of 25% of the Company’s paid-in capital.

  • D.(a) In accordance with the regulations , the Company s hall set as ide special reserve from the debit balance on other equity items at the balance s heet date before distributing earnings . When debit balance on other equity items is reversed s ubsequently, the revers ed amount could be included in the dis tributable earnings .

  • (b) The amounts previous ly s et as ide by the Company as special res erve on initial application of IFRSs in accordance with Order No. Financial-Supervisory-Securities -Corporate1010012865, dated A pril 6, 2012, s hall be reversed proportionately when the relevant ass ets are us ed, dispos ed of or reclass ified subsequently. Such amounts are revers ed upon dis posal or reclass ified if the assets are inves tment property of land, and revers ed over the use period if the ass ets are inves tment property other than land.

  • E. A s approved by Board of Directors on March 18, 2019, the appropriations of 2018 earnings would be legal res erve $70,651 and cash dividend $428,638, constituting $1.5(in dollars ) per s hare. A forementioned appropriations had been approved by s tockholders ’ meeting on June 13, 2019.

  • F. A s approved by Board of Directors on M arch 20, 2020, the appropriations of 2019 earnings would be legal reserve $49,804 and cash dividend $285,759, cons tituting $1(in dollars ) per share. A forementioned appropriations had been approved by stockholders ’ meeting on June 15, 2020.

  • G. A s approved by Board of Directors on February 26, 2021, the appropriations of 2020 earnings would be legal reserve $107,724 and cash dividend $2(in dollars ) per s hare. A forementioned appropriations had not yet been approved by s tockholders ’ meeting.

~221~

(19)Operating revenue

Revenue from contracts with customers Years ended December 31, Years ended December 31,
2020 2019
$ 15,252,723 $ 11,964,770

A . Disaggregation of revenue from contracts with customers The Group derives revenue from the trans fer of goods at a point in time in the following geographical regions :

Years ended
December 31,2020
Integrated circuits
Years ended
December 31,2019
Integrated circuits
Contract liabilities
The Group has
liabilities :
Contract
liabilities-advance sales
receipts
Domestic Asia Others Total
$6,133,005

Domestic
$9,061,325
Asia
$ 58,393
Others
$15,252,723
$5,145,958


recognis ed the
December 31,
2020

$ 5,336
$ 3,949

B.Contract liabilities

The Group has recognis ed the following revenue-related contract liabilities :

Revenue recognised that was included in the contract liability balance at the beginning of the period:


the beginning of the period:
Contract liabilities-advance sales receipts Years ended December 31,
2020 2019
$ 3,888 $ 2,405

(20)Interes t revenue

s t revenue
Interest income from bank deposits
Interest income from financial assets at
amortized cost
Other interest income
Years ended December 31,
2020 2019
$ 15,722
1,207
611
$ 17,540
$ 24,706

1,982
1,291
$ 27,979

~222~

(21)Other income

1)Other income
Rent income
Dividend income
Other income, others
Years ended December 31,
2020 2019
$ 6,341
3,473
55,126
$ 6,532
11,498
32,688
$ 64,940 $ 50,718

(22)Other gains and losses

Gains arising from lease modifications
Foreign exchange losses
Gains (Losses) on financial assets at fair
value through profit or loss
Impairment loss
Miscellaneous disbursements
Years ended December 31, Years ended December 31,
2020 2019
$
91
(
26,694)
17,707
(
,
25,352)
( 970)
($ 35,218)
$
-
(
,
23,019)
(
,
19,145)
(
,12,057)
( 970)

($
55,191)

(23)Financial costs

Interest expense:
Bank borrowings
Provisions for liabilities - unwinding of
discount
Lease liability
Total of interest expense
Others
Years ended December 31, Years ended December 31,
2020 2019
$ 8,122
1,412
1,046
10,580
728
$ 11,308
$ 5,340
1,291
1,075
7,706
1,009
$ 8,715

~223~

(24) Expens es by nature

4)Expens es by nature
Employee benefit expense
Depreciation charges on property, plant and
equipment
Depreciation charges on right-of-use assets
Depreciation charges on investment property
Amortization charges on intangible assets
Years ended December 31,
2020 2019
$ 1,085,436 $ 841,063

$ 299,624

$ 382,730

$ 5,813

$ 8,393

$
970

$
970
$
111,401
$
84,226

(25) Employee benefit expens e

5)Employee benefit expens e
Wages and salaries
Labor and health insurance fees
Pension costs
Director remuneration
Other personnel expenses
Years ended December 31,
2020 2019
$ 975,203
48,483
30,662
15,938
15,150
$ 1,085,436
$ 744,290

46,474

28,641

7,326
14,332
$ 841,063
  • A . In accordance with the A rticles of Incorporation of the Company, the profit before income tax of the current year, before covering employees ’ compensation and directors ’ remuneration, shall be dis tributed as employees ’ compens ation and directors ’ remuneration. The ratio shall not be lower than 5% for employees ’ compens ation and 1% for directors ’ remuneration.

  • B.For the years ended December 31, 2020 and 2019, employees ’ compensation was accrued at $66,124 and $29,970, res pectively; while directors ’ remuneration was accrued at $13,225 and $5,994, respectively. The aforementioned amounts were recognized in salary expens es . The employees ’ compens ation and directors ’ remuneration were es timated and accrued bas ed on 5% and 1% of distributable profit for the years ended December 31, 2020.

  • C. The employees ’ compensation and directors ’ remuneration of 2019 as resolved by the Board of Directors were in agreement with those amounts recognis ed in the 2019 financial s tatements .

  • D. Information about employees ’ compensation and directors ’ remuneration of the Company as resolved by the Board of Directors will be pos ted in the “M arket Obs ervation Post System” at the webs ite of the Taiwan Stock Exchange.

~224~

(26)Income tax

  • A . Income tax e xpense

  • (a) Components of income tax expens e:

Current tax:
Current tax on profits for the period
Tax on undistributed earnings
Prior year income tax
underestimation
Total current tax
Deferred tax:
Origination and reversal of
temporary differences
Total deferred tax
Income tax expense
Years ended December 31, Years ended December 31,
2020 2019
$ 151,804
-
6,787
158,591
8,072
8,072
$ 166,663
$ 50,682
10,378
316
61,376
4,652
4,652
$ 66,028
  • (b) The income tax charge relating to components of other comprehens ive income: None.

  • (c) The income tax charged to equity during the period: None.

  • B. Reconciliation between income tax expens e and accounting profit:

Tax calculated based on profit before tax
and statutory tax rate
Tax exempt income by tax regulation

Prior year income tax underestimation
Temporary differences not recognized as
deferred tax assets

Effect from investment tax credits

Effect from Alternative Minimum Tax
Effect from tax exempt income
Tax on undistributed earnings
Income tax expense
Years ended December 31, Years ended December 31,
2020
2019
$ 248,618
$ 112,686
( 16,824)
( 1,479)
6,787
316
( 6,859)
( 23,013)
( 65,059)
-
-
3,870
-
( 36,730)
-
10,378
$ 166,663
$ 66,028
$ 66,028

~225~

  • C. A mounts of deferred tax assets or liabilities as a result of temporary differences are as follows :
Deferred tax assets:
- Temporary differences:
Bad debt expense
Unrealized exchange loss
Loss on market value
decline and obsolete and
slow-moving inventories
Pension liability
Others
Subtotal
-Deferred tax liabilities:
Unrealized exchange gain
Gain on financial assets at
fair value through profit o
loss
Subtotal
Total
Deferred tax assets:
- Temporary differences:
Bad debt expense
Unrealized exchange loss
Loss on market value
decline and obsolete and
slow-moving inventories
Pension liability
Others
Subtotal
-Deferred tax liabilities:
Unrealized exchange gain
Subtotal
Total
2020 2020 2020 2020
Recognized in
Recognized in other
January1
profit or loss
comprehensive income
Decem ber 31
r $ 48
153
1,688
61
2,224
4,174
( 4,731)
-
( 4,731)
($ 557)
$ -
195
( 700)
20
124
( 361)
( 3,202)
( 4,509)
( 7,711)
($ 8,072)
$ -
-
-
-
-
-
-
-
-
$ -
2019
$ 48
348
988
81
2,348
3,813
( 7,933)
( 4,509)

( 12,442)

($ 8,629)
$ 48
60
2,545
(
57
2,464
(
5,174
( 1,078)
( 1,078)
$ 4,096
$ -
93
857)
4
240)
( 1,000)
( 3,653)
( 3,653)
($ 4,653)

~226~

  • D. The amounts of deductible temporary difference that are not recognized as deferred tax ass ets are as follows :
Deductible temporary differences December 31,2020 December 31,2019
$ 362,221
$ 381,969
  • E. The Company’s products qualify for “Regulations for Encouraging M anufacturing Enterpris es and Technical Service Enterpris es in the Newly Emerging, Important and Strategic Industries ” and the Company is entitled to the income tax exe mption for 5 cons ecutive years (ends on December, 2019).

  • F. The Company’s income tax returns through 2018 have been assess ed and approved by the Tax A uthority.

  • (27) Earnings per share

Year ended December 31,2020
Weighted average
number of ordinary Earnings per
Amount
after tax
shares outstanding
(share in thousands)
share
(in dollars)
Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
$1,076,426
279,909
$ 3.85
Assumed conversion of all dilutive
potential ordinary shares (Note)
Employees’ compensation
1,295
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent plus
assumed conversion of all dilutive
potential ordinary shares
$1,076,426
281,204
$ 3.83
Year ended December 31,2020 Year ended December 31,2020 Year ended December 31,2020
Amount
after tax
Weighted average
number of ordinary Earnings per
shares outstanding
(share in thousands)
share
(in dollars)
279,909
1,295
281,204
$ 3.85
$ 3.83
Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
Assumed conversion of all dilutive
potential ordinary shares (Note)
Employees’ compensation
Year ended December 31,2019 Year ended December 31,2019 Year ended December 31,2019
Amount
after tax
Weighted average
number of ordinary Earnings per
shares outstanding
(share in thousands)
share
(in dollars)
$ 497,405 280,133
1,057
$ 1.78

~227~

Diluted earnings per share

Profit attributable to ordinary

shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares $ 497,405 281,190 $ 1.77

Note: The employee stock options not calculate for years ended December 31, 2020 and 2019 due to the effect of anti-dilution.

  • (28)Supplemental cas h flow information

  • A . Investing activities with partial cash payments :

Purchase of property, plant and equipment
(including amount of transfer)
Add: Opening balance of payable on
equipment
Less: Ending balance of payable on
equipment
Cash paid during the period
Year ended December 31, Year ended December 31,
2020 2019

$ 380,570
58,026
( 146,904)
$ 291,692
$ 284,974
41,100
( 58,026)
$ 268,048

B. Changes in liabilities from financing activities :

At January 1, 2020
Changes in cash flow from
financing activities
Interest paid
Interest expense
Changes in other non-cash
items
Changes from lease
modifications
At Decem ber 31,2020
At January 1, 2019
Changes in cash flow from
financing activities
Interest paid
Interest expense
At Decem ber 31,2019
Short-term
borrowings
Short-term
notes and bills
payable
Lease
liabilities
Guarantee
deposits received
Liabilities from
financing
activities-gross
Lease
liabilities
Guarantee
deposits received
Liabilities from
financing
activities-gross
Lease
liabilities
Guarantee
deposits received
Liabilities from
financing
activities-gross
$ 270,000
$ -
$ 73,235
$ 10,067 $ 353,302
1,070,000
150,476 ( 5,320)
( 3,236)
1,211,920
-
- ( 1,046)
-( 1,046)
-
-
1,046
-
1,046
( 720)
10,410
-
9,690
-
-
( 5,396)
-
( 5,396)
$ 1,340,000
$149,756
$ 72,929
$ 6,831
$ 1,569,516
Short-term
borrowings
Short-term
notes and bills
payable
Lease
liabilities
Guarantee
deposits received
Liabilities from
financing
activities-gross
$ 370,000
$ 99,932 $ 81,191
$ 9,957 $ 561,080
( 100,000)
( 99,932)( 7,956)
110 ( 207,778)
-
-( 1,075)
- ( 1,075)
-
-
1,075
-
1,075
$ 270,000
$ -
$ 73,235
$ 10,067
$ 353,302
$ 10,067
( 3,236)
-(
-
-
-
(
$ 353,302

1,211,920
1,046)
1,046
9,690
5,396)
$ 353,302

~228~

7.Related Party Transactions

(1)Names of related parties and relations hip

ed Party Transactions
(1)Names of related parties and relations hip
Relationship with the
Names of relatedparties Company
Elite Semiconductor Memory Technology Inc. Subsidiary
CML Inc. (Note 1)
Charng Feng Investment Ltd.
Jie Yong Investment Ltd.
Elite Investment Services Ltd.
Elite Semiconductor (B.V.I.) Ltd. (Note 4)
Eon Silicon Solution (Samoa) Inc. (Note 2)
Eon Silicon Solutions Inc. USA
3R Semiconductor Technology Inc. Sub-subsidiary
Elite Silicon Technology Inc.
Elite Innovation Japan Ltd.
Elite Semiconductor Microelectronics Technology (Shenzhen) Inc.
Elite Innovation (B.V.I.) Ltd. (Note 3)
Elite Semiconductor Microelectronics (Shanghai) Technology Inc. (Note 5)
CHI Microelectronics Limited (Note 6)
T he Company’s subsidiary is
Arima Lasers Corporation this company’s director
Investee indirectly accounted
Canyon Semiconductor Inc. for under equity method

Note 1: This company had been liquidated in May 2020. Note 2: This company had been liquidated in September 2019. Note 3: This company had been liquidated in March 2020. Note 4: This company began liquidation process in November 2020. Note 5: This company had been established on November 27, 2019. Note 6: This company had been established on August 31, 2020.

(2)Significant transactions and balances with related parties

A . Operating revenue

. Operating revenue
Sales of goods:
-Subsidiaries
-Associates
Year ended December 31,
2020 2019
$ -
6,021
$ 6,021
$ 71
5,789
$ 5,860

Goods are sold bas ed on the price lis ts in force and terms that would be available to third parties .

~229~

B. Purchases

Purchases
Purchases of goods:
-Subsidiaries
Year ended December 31,
2020
2019
$ 3,828
$ -

Goods are purchased from subs idiaries on normal commercial terms and conditions .

C. Others

Others
Other income-support service
-Subsidiaries
Research and development expenses:
-Subsidiaries
Selling expenses:
-Subsidiaries
. Other receivables
Other receivables-related party:
-Subsidiaries
Year ended December 31,
2020
2019
$ 48,178
$ 25,177
$ 76,375
$ 65,336
$ 46,797
$ -
December 31,2020
December 31,2019
2020
$ 48,178
$ 76,375
$ 46,797
December 31,2020
$ -
$ 296

D. Other receivables

(3)Key management compensation

3)Key management compensation
Salaries and other short-term employee benefits
Post-employment benefits
Year ended December 31,
2020 2019
$ 54,409
432
$ 54,841
$ 36,572
432
$ 37,004

~230~

8.Pledged Assets

The Company’s assets pledged as collateral are as follows :

Assets item Book value
December 31,2020 December 31,2019
Purpose
Book value
December 31,2020 December 31,2019
Purpose
Time deposits
(shown as “other current assets and
other non-current assets ”)
$ 3,969
$ 3,969
Guarantee deposits
for lease of land

9.Significant Contingent Liabilities and Unrecognized Contract Commit ments

None.

10.Significant Disas ter Loss

None.

11.Significant Events after the Balance Sheet Date

Information about the appropriations of earnings of the Company which had been approved by Board of Directors on February 26, 2021 is provided in Note 6(18). 12.Others

(1)Capital management

Cons idering the industrial characteristics , future development, and changes in the environment, the Group plans the demand of working capital, research and development expenses and dividends to safeguard the Group’s ability to continue as a going concern, to provide returns for shareholders , to take care of the benefit of other related parties , and to maintain an optimal capital structure, s o as to promote s hareholder value in the long-term.

To maintain or adjus t the capital structure, the Company may adjus t the amount of dividends paid to shareholders , issue new shares or pay cash to shareholders , or repurchase shares .

The gearing ratios at December 31, 2020 and 2019 were as follows :

Total assets
Total liabilities
Total equity
Gearing ratio
December 31,2020
December 31,2019
December 31,2020
December 31,2019
December 31,2020
December 31,2019
$ 13,005,217
( 4,741,174)

$ 8,264,043
57%
$ 10,478,733
( 3,017,273)

$ 7,461,460

40%

~231~

(2)Financial ins truments

A . Financial ins truments by category

inancial ins truments
. Financial ins truments by category
gory gory gory
December 31,2020
December 31,2019
Financial assets
Financial assets at fair value
through profit or loss
Financial assets mandatorily
measured at fair value through
profit or loss
$ 168,548
$ 150,841
Financial assets at fair value
through other comprehensive
income
Designation of equity
instrument
$ 32,418
$ 25,388
Financial assets at amortized cost
Cash and cash equivalents
$ 2,719,155
$ 1,817,377
Financial assets at amortized
cost - current
136,704
140,906
Notes receivable
-
34
Accounts receivable
1,505,780
1,160,173
Other receivables
94,611
79,745
Time deposits
(shown as “other current assets
and other non-current assets”)
3,969
3,969
Guarantee deposits paid
(shown as “other non-current
assets”)
4,551
4,494
$ 4,464,770
$ 3,206,698
Financial liabilities
Financial liabilities at amortized
cost
Short-term borrowings
$ 1,340,000
$ 270,000
Short-term notes and bills
payable
149,756
-
Notes payable
2,115
1,890
Accounts payable
2,281,658
2,134,680
Other payables
688,630
450,874
Guarantee deposits received
(shown as “other non-current
liabilities”)
6,831
10,067
$ 4,468,990
$ 2,867,511
Lease liability
$ 72,929
$ 73,235
December 31,2020
December 31,2019
$ 168,548
$ 32,418
$ 2,719,155
136,704
-
1,505,780
94,611
3,969
4,551
$ 4,464,770
$ 1,340,000
149,756
2,115
2,281,658
688,630
6,831
$ 4,468,990
$ 72,929
$ 150,841
$ 25,388

$ 1,817,377
140,906
34
1,160,173
79,745
3,969
4,494
$ 3,206,698
$ 270,000
-
1,890
2,134,680
450,874
10,067
$ 2,867,511
$ 73,235

B. Financial ris k management policies

~232~

  • (a) The Company adopt comprehens ive sys tem of ris k management and control to identify, measure and control all categories of ris k, including market ris k, credit ris k, liquidity ris k, and ris k of cas h flow, to make s ure management is able to control and measure market ris k, credit ris k, liquidity ris k, and ris k of cas h flow effectively.

  • (b) In order to control all management objectives of market ris k effectively, achieve optimal level of ris k, maintain appropriate level of liquidity and collectively manage all market ris ks , the Company will take factors s uch as cons ideration for the overall economic environment, status of competition and market value ris ks .

  • C. Significant financial ris ks and degrees of financial ris ks

  • (a) M arket ris k

Foreign exchange ris k

  • I. The Company operates internationally and is expos ed to foreign exchange ris k aris ing from the various currency, primarily with respect to the USD and RM B. Foreign exchange ris k arises from future commercial trans actions and recognized assets and liabilities .

  • II. M anagement has s et up a policy to require the Company to manage the foreign exchange ris k agains t the functional currency. The Company is required to hedge the entire foreign exchange ris k expos ure with the Company treasury. The Company adopts forward foreign exchange contracts through the Company treasury to manage the foreign exchange ris k from future commercial transactions and recognized assets and liabilities . The foreign exchange ris k will e xis t when future commercial trans actions and recognized assets and liabilities us e the currency different from the functional currency of the Company.

  • III. The Company’s bus inesses involve some non-functional currency operations (the Company’s and certain subs idiaries ’ functional currency: NTD). The information on ass ets and liabilities denominated in foreign currencies whos e values would be materially affected by the exchange rate fluctuations is as follows :

(Foreign currency:
functional
currency)
Financial assets
Monetary items
USD:NTD
RMB:NTD
Financial liabilities
Monetary items
USD:NTD
JPY:NTD
December 31,2020
Foreign currency
amount
(In thousands)
Exchange
rate
Book value (NTD in
thousands)
$ 132,416
28.480
$ 3,771,208
125,949
4.377
551,279
$ 47,030
28.480
$ 1,339,414
62,800
0.276
17,352

~233~

(Foreign currency:
functional
currency)
December 31,2019
Foreign currency
amount
(In thousands)
Exchange
rate
Book value (NTD in
thousands)
Financial assets
Monetary items
USD:NTD
Financial liabilities
Monetary items
USD:NTD
$ 97,806
29.980
$ 2,932,224
$ 45,751
29.980
$ 1,371,615
  • IV. The total exchange loss , including realized and unrealized, aris ing from s ignificant foreign exchange variation on the monetary items held by the Group for the years ended December 31 ,2020 and 2019, amounted to $26,694 and $23,019, respectively.

  • V. A nalys is of foreign currency market ris k aris ing from s ignificant foreign exchange variation:

(Foreign currency:
functional currency)
Year ended December 31,2020
Sensitivityanalysis
Degree of
variation
Effect on
profit or loss
Effect on other
comprehensive income
Financial assets
Monetary items
USD:NTD
RMB:NTD
Financial liabilities
Monetary items
USD:NTD
JPY:NTD
(Foreign currency:
functional currency)
1%
$ 37,712 $ -
1%
5,513
-
1%
($ 13,394) $ -
1%
( 174)
-
Year ended December 31,2019
Sensitivityanalysis
Degree of
variation
Effect on
profit or loss
Effect on other
comprehensive income
Financial assets
Monetary items
USD:NTD
Financial liabilities
Monetary items
USD:NTD
1%
$ 29,322
$ -
1%
($ 13,716)
$ -

~234~

Price ris k

  • I. The Company’s equity securities , which are expos ed to price ris k, are the held financial assets at fair value through profit or loss and financial ass ets at fair value through other comprehens ive income. To manage its price ris k aris ing from investments in equity securities , the Company divers ifies its portfolio. Divers ification of the portfolio is done in accordance with the limits s et by the Company.

  • II. The Company’s investments in equity s ecurities compris e shares and open-end funds issued by the domes tic and foreign companies . The prices of equity s ecurities would change due to the change of the future value of inves tee companies . If the prices of these equity securities had increas ed/decreased by 10% with all other variables held constant, pos t-tax profit for the years ended December 31, 2020 and 2019 would have increas ed/decreas ed by $16,855 and $15,084, res pectively, as a result of gains /losses on equity securities class ified as at fair value through profit or loss . Other components of equity would have increased/decreased by $3,242 and $2,539, res pectively, as a result of other comprehens ive income class ified as equity inves tment at fair value through other comprehens ive income.

Cash flow and fair value Interes t rate ris k

The Company’s main interest rate ris k aris es from short-term borrowings and short-term notes and bills payable. Borrowings with floating rates expose the Company to cash flow interes t rate ris k, but the majority of ris k offset by cas h and cas h equivalents with floating rates . Borrowings with fixed rates expos e the Company to fair value interest rate ris k. The Company doesn’t have s ignificant ris k of change of interes t rate due to borrowings with floating rates are all shorter than one year.

  • (b) Credit ris k

  • I. Credit ris k refers to the ris k of financial loss to the Company aris ing from default by the clients or counterparties of financial instruments on the contract obligations . The main factor is that counterparties could not repay in full the accounts receivable bas ed on the agreed terms , and the contract cash flows of financial instruments stated at amortized cost and debt instruments at fair value through profit or loss .

  • II. The Company manages their credit ris k taking into cons ideration the entire company’s concern. For banks and financial institutions , only thes e with high rating are accepted. A ccording to the Company’s credit policy, each local entity in the Company is respons ible for managing and analyzing the credit ris k for each of

~235~

their new clients before s tandard payment and delivery terms and conditions are offered. Internal ris k control assesses the credit quality of the cus tomers , cons idering their financial pos ition, past experience and other factors . Individual ris k limits are s et based on internal or external ratings in accordance with limits s et by the Board of Directors . The utilization of credit limits is regularly monitored.

  • III. The Company adopts the assumptions under IFRS 9, the default occurs when the contract payments are pas t due over 90 days .

  • IV. The Company adopts following assumptions under IFRS 9 to ass ess whether there has been a s ignificant increase in credit ris k on that instrument s ince initial recognition:

  • If the contract payments were past due over 30 days based on the terms , there has been a s ignificant increas e in credit ris k on that instrument s ince initial recognition.

  • V. The following indicators are used to determine whether the credit impairment of debt ins truments has occurred:

  • (i) It becomes probable that the issuer will enter bankruptcy or other financial reorganization due to their financial difficulties;

  • (ii) The dis appearance of an active market for that financial asset becaus e of financial difficulties ;

  • (iii) Default or delinquency in interest or principal repayments ;

  • (iv) Advers e changes in national or regional economic conditions that are expected to cause a default.

  • VI. The Company wrote-off the financial ass ets , which cannot be reas onably expected to be recovered, after initiating recours e procedures . However, the Company will continue executing the recours e procedures to s ecure their rights .

  • VII. The financial assets at amortized cost including time depos its , repurchas e bonds and res tricted time depos its . The banks are with high rating and don’t pas t due before. In addition to the above, the whole economic environment doesn’t change s ignificant, so the ris k of credit ris k is low and the effect to financial s tatement is ins ignificant.

  • VIII. The information about ageing analys is and collaterals of accounts receivable is provide in Note6(4). The Company request s ignificant clients provide collaterals and other right of guarantee, therefore, the Company class ifies customer’s accounts receivable in accordance with the nature of collaterals . The applies the s implified approach us ing loss rate methodology to estimate expected credit loss . In summary, the allowance for loss es which the Company should recognize is minor at December 31, 2020 and 2019.

~236~

  • XI. M ovements in relation to the Company applying the modified approach to provide loss allowance for accounts receivable is as follows :

follows :
At January 1
Provision for impairment
Reversal of impairment
At December 31
2020 2019
$ 14,295
-
( 8,582)
$ 5,713
$ 4,289
10,006
-
$ 14,295
  • (c) Liquidity ris k

  • I. Cash flow forecasting is performed in the operating entities of the Company and aggregated by Company treasury. Company treasury monitors rolling forecasts of the Company’s liquidity requirements to ensure it has sufficient cash to meet operational needs .

  • II. Surplus cash held by the operating entities over and above balance required for working capital management should invest s urplus cash in interes t bearing current accounts , time depos its and marketable securities , choos ing instruments with appropriate maturities or sufficient liquidity to provide sufficient head-room as determined by the above-mentioned forecasts .

  • III. The table below analys es the Company’s non-derivative financial liabilities and net-settled or gross -s ettled derivative financial liabilities into relevant maturity groupings bas ed on the remaining period at the balance sheet date to the contractual maturity date for nonderivative financial liabilities and to the expected maturity date for derivative financial liabilities . The amounts disclos ed in the table are the contractual undis counted cash flows .

Non-derivative financial liabilities:

Non-derivative financial liabilities:
Decem ber 31, 2020
Short-term borrowings
Short-term notes and bills payable
Notes payable
Accounts payable
Other payables
Lease liability
Guarantee deposits received
Derivative financial liabilities:
None.
Less than
1year
Between 1
and 5years
Over 5years
$ 1,340,000 $ - $ -
149,756
- -
2,115
-
-
2,281,658
- -
688,630
- -
7,405
22,554
52,635
- -
6,831

~237~

Non-derivative financial liabilities:

Non-derivative financial liabilities:
Decem ber 31, 2020
Short-term borrowings
Notes payable
Accounts payable
Other payables
Lease liability
Guarantee deposits received
Derivative financial liabilities:
None.
Less than
1year
Between 1
and 5years
Over 5years
$ 270,000 $ - $ -
1,890
- -
2,134,680
- -
450,874
- -
7,760
19,411
56,605
-
-
10,067

(3)Fair value information

  • A . The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows :

  • Level 1: Quoted prices (unadjusted) in active markets for identical ass ets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the ass et or liability take place with sufficient frequency and volume to provide pricing information on an ongoing bas is . The fair value of the Group’s investment in lis ted stocks , beneficiary certificates and debt s ecurities is included in Level 1.

  • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

  • Level 3: Unobservable inputs for the asset or liability. The fair value of the Group’s investment in equity investment without active market is included in Level 3.

  • B. Fair value information of investment property at cost is provided in Note 6(9).

  • C. Financial ins truments not measured at fair value of the Group including cash and cash equivalents , time depos it (over 3 months ), notes receivable, accounts receivable, other receivables , guarantee depos its paid, short-term borrowings , short-term notes and bills payable, notes payable, accounts payable and other payables , lease liabilities (current and non-current) and guarantee depos its received are approximate to their fair values .

  • D. The related information of financial and non-financial instruments measured at fair value by level on the bas is of the nature, characteristics and ris ks of the assets and liabilities is as follows :

~238~

  • (a) The related information of natures of the assets and liabilities is as follows :

follows :
Decem ber 31, 2020
Assets
Recurring fair value measurem ents
Financial assets at fair value through
profit or loss
Equity securities
Beneficiary certificates
Debt securities
Financial assets at fair value through
other comprehensive income
Equity securities
Financial liabilities: None.
Decem ber 31, 2019
Assets
Recurring fair value measurem ents
Financial assets at fair value through
profit or loss
Equity securities
Beneficiary certificates
Debt securities
Financial assets at fair value through
other comprehensive income
Equity securities
Financial liabilities: None.
Level 1 Level 2 Level 3 Total
$ 72,557
58,904
37,087
32,418
$ 200,966
Total
$ 72,557
58,904
37,087
-
$ 168,548
Level 1
$ -
-
-
-
$ -
Level 2


$ -
-
-
32,418


$ 32,418

Level 3
$ 63,257
53,488
34,096
-
$ 150,841
$ -
-
-
-
$ -
$ -
-
-
25,388


$ 63,257
53,488
34,096
25,388
$ 25,388 $ 176,229
  • (b) The methods and assumptions the Group us ed to measure fair value are as follows :

  • I. The ins truments the Group used market quoted prices as their fair values (that is , Level 1) are lis ted below by characteristics :

Listed shares Open-end fund
Market quoted price Closing price Net asset value

~239~

  • II. Except for financial ins truments with active markets , the fair value of other financial instruments is measured by us ing valuation techniques or by reference to counterparty quotes . The fair value of financial instruments meas ured by us ing valuation techniques can be referred to current fair value of instruments with s imilar terms and characteris tics in subs tance, dis counted cas h flow method or other valuation methods , including calculated by applying model us ing market information available at the consolidated balance sheet date.

  • III. The output of valuation model is an estimated value and the valuation technique may not be able to capture all relevant factors of the Company’s financial and non-financial instruments . Therefore, the estimated value derived us ing valuation model is adjusted accordingly with additional inputs , for example, model ris k or liquidity ris k and etc. In accordance with the Company’s management policies and relevant control procedures relating to the valuation models used for fair value measurement, management believes adjustment to valuation is necessary in order to reasonably represent the fair value of financial and non-financial instruments at the consolidated balance sheet. The inputs and pricing information used during valuation are carefully assessed and adjusted based on current market conditions .

  • E. For the years ended December 31, 2020 and 2019, there was no trans fer between Level 1 and Level 2.

  • F. The following chart is the movement of Level 3 for the years ended December 31, 2020 and 2019:


December 31, 2020 and 2019:
At January 1
Valuation adjustment
At December 31
Equitysecurities
2020 2020
$ 25,388
7,030

$ 32,418
$ 29,650
( 4,262)
$ 25,388
  • G. A ccounting segment is in charge of valuation procedures for fair value measurements being categorized within Level 3, which is to verify independent fair value of financial instruments . Such ass ess ment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions , confirming the resource of information is independent, reliable and in line with other resources and repres ented as the exercis able price, and frequently calibrating valuation model, performing back-tes ting, updating inputs us ed to the valuation model and making any other necess ary adjustments to the fair value.

~240~

  • H. The following is the qualitative information of s ignificant unobservable inputs and sens itivity analys is of changes in s ignificant unobs ervable inputs to valuation model used in Level 3 fair value measurement:
Significant
Fair value at Valuation unobservable Range Relationship of
Decem ber 31,2020 technique input (weighted average) inputs to fair value
Non-derivative equity instrum ent:
Unlisted shares $ 32,418 Market - Discount for 40% the higher the
comparable
lack of
discount for lack of
companies marketability marketability, the
lower the fair value
Fair value at Significant
Decem ber 31, Valuation unobservable Range Relationship of
2019 technique input (weighted average) inputs to fair value
Non-derivative equity instrum ent:
Unlisted shares
$ 25,388
Market - Discount for 40% the higher the
comparable
lack of
discount for lack of
companies marketability marketability, the
lower the fair value

(4)Others

As of the reported date, the Company has assess ed that COVID-19 has no adverse impact on the Company’s overall operating activities and financial statements . However, the Company will continue to pay attention to the development of the COVID-19 and its impact on the overall economic environment

13、 Supplementary Dis clos ures

(1)Significant transactions information

  • A . Loans to others : None.

  • B. Provis ion of endors ements and guarantees to others : None.

  • C. Holding of marketable s ecurities at the end of the period (not including subs idiaries , associates and joint ventures ): Pleas e refer to table 1.

  • D. A cquis ition or s ale of the s ame security with the accumulated cos t exceeding $300 million or 20% of the Company’s paid-in capital: None.

  • E. A cquis ition of real es tate reaching $300 million or 20% of paid-in capital or more: None.

  • F. Dis pos al of real estate reaching $300 million or 20% of paid-in capital or more: None.

  • G. Purchases or s ales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: None.

  • H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: None.

  • I. Trading in derivative instruments undertaken during the reporting periods : None.

  • J. Significant inter-company trans actions during the reporting periods : Please refer to table 2.

~241~

(2)Information on inves tees

Names , locations and other information of investee companies (not including inves tees in M ainland China): Please refer to table 3.

(3)Information on inves tments in M ainland China

  • A . Inves tee accounted for under the equity method of the Company, Elite Semiconductor (B.V. I.) Limited, which has been approved to establish Shanghai offices in Mainland China by Investment Commis s ion of M OEA on June 18, 2009. The Shanghai office indirectly establis hed by the Company was approved for cancellation by the Investment Commis s ion of M OEA on November 17, 2020.

  • B. Bas ic information: Please refer to table 4.

  • C. Significant trans actions , either directly or indirectly through a third area, with inves tee companies in the Mainland A rea: None.

  • (4)M ajor s hareholders information

As of December 31, 2020, the Company did not have any shareholders with a shareholding ratio more than 5%.

~242~

Elite Sem iconductor Microelectronics Technology Inc.

Holding of m arketable securities at the end of the period

Decem ber 31, 2020

Table 1

Expressed in thou sands of New Taiwan d ollars, except as otherwise indicated

Securities held by Nam e and category of
m arketable securities
Relationship w ith the
securities issuer
General ledger account As of Decem ber 31, 2020 As of Decem ber 31, 2020 As of Decem ber 31, 2020 As of Decem ber 31, 2020 Footn ote
Num ber of shares Boo k value
(Note)
Ownership(%) Fair value
(Note)
Elite Sem iconductor
Microelectronics TechnologyInc.
Arim a Lasers Corporation stoc k The Com pany ’s subsid iary is
this company’s director
Financial assets at fair value through profit or loss 3,4 55,000 $ 72,209 12.26 $ 72 ,209
Elite Sem iconductor
Microelectronics TechnologyInc.
King Yuan Electronics Corporation
stoc k
None Financial assets at fair value through profit or loss 10,000 348 0.00
348
Elite Sem iconductor
Microelectronics TechnologyInc.
HSBC FRN PERPETUAL bo nd None Financial assets at fair value through profit or loss 1,0 00,000 25,192 Not applicable
25,192
Elite Sem iconductor
Microelectronics TechnologyInc.
ANZ FRN PE RPETUAL bond None Financial assets at fair value through profit or loss 5 00,000 11 ,895 Not applicable
11,895
Elite Sem iconductor
Microelectronics TechnologyInc.
BGF RENMIN BI BOND FUND None Financial assets at fair value through profit or loss 1 27,986 58,904 Not applicable
58,904
Elite Sem iconductor
Microelectronics Technology Inc.
Turning Point Lasers L td. preferred
stoc k
None Financial assets at fair value through other
com prehensive incom e
1,0 00,000 32,418 8. 06
32,418
Elite Investm ent Services Ltd. HSBC HLDG S PLC 6.2 0 PCT PRE F
SHARE SE RIES A
None Financial assets at fair value through profit or loss 20,000 14,303 Not applicable
14,303
Elite Investm ent Services Ltd. HSBC ALL CHINA BOND FUND -
AC (2802)
None Financial assets at fair value through profit or loss 6 00,000 32,833 Not applicable
32,833
Charng Feng Investm ent Ltd. King Yuan Electronics Corporation
stoc k
None Financial assets at fair value through profit or loss 10,000 348 0.00
348
Charng Feng Investm ent Ltd. Arim a Lasers Corporation stoc k None Financial assets at fair value through profit or loss 9 07,000 18,956 3.22
18,956
Charng Feng Investm ent Ltd. Ushine Photon ics Corporation stoc k None Financial assets at fair value through profit or loss 115 ,519 797 0.41
797
Charng Feng Investm ent Ltd. Brighte k Op toelectronic Corporation
Ltd. stoc k
None Financial assets at fair value through profit or loss 65,601 1,709 0.11
1,709
Charng Feng Investm ent Ltd. M3 Technolo gy Inc. stock None Financial assets at fair value through profit or loss 4 33,000 48,063 1.18
48,063
Charng Feng Investm ent Ltd. M2 Com m unication Inc. stoc k None Financial assets at fair value through profit or loss 2,0 00,000 4,917 7.89
4,917
Charng Feng Investm ent Ltd. Powerchip Sem iconductor
ManufacturingCorporation
None Financial assets at fair value through profit or loss 1,5 00,000 75,000 0.05
75,000
Charng Feng Investm ent Ltd. Turning Point Lasers L td. preferred
stoc k
None Financial assets at fair value through other
com prehensive incom e
1,0 00,000 32,418 8.06
32,418
Jie Yong Investm ent Ltd . Elite Sem iconductor Microelectronics
Technology Inc. stoc k
Parent com pany Financial assets at fair value through other
com prehensive incom e
14,1 54,000 9 15,764 4.95
915 ,764

Note: Valuation adjustm ent of financial assets and cum ulative translatio n differences are included.

~243~

Table 2

Elite Semiconductor Microelectronics Technology Inc.

Significant inter-company transactions during the reporting periods

Year ended December 31, 2020

Expressed in thousands of New Taiwan dollars, except as otherwise indicated

Number
(Note 1)
Companynam e Counterparty Relationship
(Note 2)
Transaction Transaction Transaction Transaction
General ledger
account
Amount Transaction
terms
Percentage of
consolidated total
operating revenues
or
total assets(Note 3)
0 Elite Semiconductor Microelectronics
TechnologyInc.
Eon Silicon Solutions,Inc.USA (1) Research and
developm ent expenses
$ 76,375 Note 4 0.50%
0 Elite Semiconductor Microelectronics
TechnologyInc.
Elite Semiconductor M emory
TechnologyInc.
(1) Other revenue 48,000 Note 4 0.31%

Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows:

  • (1) Parent company is “ 0”.

  • (2) The subsidiaries are numbered in order starting from “ 1”.

Note 2: Relationship between transaction company and counterparty is classified into the following three categories:

  • (1) Parent company to subsidiary.

(2) Subsidiary to parent company.

  • (3) Subsidiary to subsidiary.

  • Note 3: Regarding percentage of transaction am ount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the period to consolidated total operating revenues for income statem ent accounts.

Note 4: The transaction term s are decided by the two parties through negotiation.

Note 5: Only transactions with related parties of NT$25 million or more are disclosed, and transactions with related parties will not be disclosed separately.

Note 6: The transaction between parent company to subsidiary and subsidiaries were elminated when preparing consolidated financial statements.

~244~

Elite Sem iconductor Microelectronics Technology Inc.

Inform ation on investees (exclude investee in Mainland Ch ina)

Year ended Decem ber 31, 2020

Table 3

Expressed in thou sands of New Taiwan do llars, except as otherwise indicated

Investor Investee Location Main business activities Initial in vest m ent am ount Shares held as at Decem ber 31, 2020 Net incom e (loss)
of the investee for
the y ear ended
Decem ber 31,2020
Investm ent incom e
(loss) recognized
by the Com pany
for the y ear ended
Decem ber 31,2020
Foot
note
Balance as at
Decem ber 31,
2020
Balance as at
Decem ber 31,
2019
Num ber of
shares
Ownership
(%)
Boo k value
Elite Sem iconductor Microelectronics
Technology Inc.
Elite Sem iconductor
Mem ory Technology
Inc.
Taiwan Research and
developm ent, production,
sales and related
consulting services of
integrated circuit
$ 272 $ 272 100 ,000 100
$ 2 4,236

$ 9,712

$ 9,712
Elite Sem iconductor Microelectronics
TechnologyInc.
Charng Feng Investm ent
Ltd.
Taiwan General investm ent 500,000 500,000 50,000, 000 100
511, 029

112, 211

111,110
Note
2
Elite Sem iconductor Microelectronics
Technology Inc.
Elite Investm ent
Services Ltd.
British Virg in
Islands
General investm ent 427,200 427,200 15 100
62 0,500

( 7,2 22)

( 7,2 22)
Elite Sem iconductor Microelectronics
Technology Inc.
Elite Sem iconductor
(B.V.I.) Ltd.
British Virg in
Islands
General investm ent - 142,400 - -
-

( 7,2 20)

( 7,2 20)
Note
3
Elite Sem iconductor Microelectronics
TechnologyInc.
Jie Yong Investm ent Ltd . Taiwan General investm ent 270,000 270,000 3,600, 000 41.86
13 6,983

1 3,823

( 138)
Elite Sem iconductor Microelectronics
Technology Inc.
Eon Silicon Solu tion s,
Inc.USA
U.S.A. Investigation and research
of business situation and
industrial technology
13,304 13,304 200 ,000 100
( 1,41 1)

( 240)

( 240)
Charng Feng Investm ent Ltd. 3R Sem iconductor
Technology Inc.
Taiwan Product design, who lesale
and retail of electronic
m aterials, m anufacturing
of electronic com ponents,
inform ation software
services and international
trade
69,407 69,407 10,000, 000 100
2 1,953

( 567)

( 567)
Charng Feng Investm ent Ltd. Elite Silicon Technology
Inc.
Taiwan Product design, who lesale
and retail of electronic
m aterials, m anufacturing
of electronic com ponents,
inform ation software
services and international
trade
61,201 59,288 7,448, 960 98.01
528

( 154)

( 154)
Charng Feng Investm ent Ltd. Cany on Sem iconductor
Inc.
Taiwan International trade,
m anufacturing of
electronic com ponents,
product design and
inform ation software
services
80,337 80,337 8,350, 000 40.93
3 3,883

1,642

673
(Continue)

~245~

Investor Investee Location Main business activities Initial in vestm ent am ount Initial in vestm ent am ount Shares held as at Decem ber 31, 2020 Shares held as at Decem ber 31, 2020 Shares held as at Decem ber 31, 2020 Net incom e (loss)
of the investee for
the y ear ended
Decem ber 31,2020
Investm ent incom e
(loss) recognized
by the Com pany
for the y ear ended
Decem ber 31,2020
Foot
note
Balance as at
Decem ber 31,
2020
Balance as at
Decem ber 31,
2019
Num ber of
shares
Ownership
(%)
Boo k value
Charng Feng Investm ent Ltd. Elite Innovation Japan
Ltd.
Japan Product design, who lesale
and retail of electronic
m aterials, m anufacturing
of electronic com ponents,
inform ation software
services and international
trade
$ 2,111
$ 2,111
$ 200 100
2,195

$ 116

$ 116
Charng Feng Investm ent Ltd. CHI Microelectronics
Lim ited
Hong Kong Trading 367 - 10 ,000 100
367

( 4)

( 4)
Note
4

Note 1: The foreign investm ent am ount translated at the exchange rate as of Decem ber 31, 2020.

  • Note 2: The investm ent incom e/loss has been adjusted the unrealized gain /loss of upstream transactions.

Note 3: Elite Sem iconductor (B.V.I.) Ltd. ob tained a liq uidated certificate from local regulatory authority on February 9, 2021, and obtained a liq uidated letter from Investm ent Com m ission of MOEA on February 20, 2021.

  • Note 4: CHI Microelectronics Lim ited. was established on August 31, 202 0. The Com pany 's subsid iary, Charng Feng Investm ent L td., ob tained the in vestm ent am ount of HKD 100,000 approved by the Investm ent Com m ission of MOEA on Decem ber 11, 2020.

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Elite Sem iconductor Microelectronics Technology Inc.

Inform ation on investm ents in Main land Ch ina

Table 4

Year ended Decem ber 31, 2020 Expressed in thou sands of New Taiwan do llars, except as otherwise indicated

Investee in Mainland
China
Main business activities Paid-in capital
(Note 4)
Investm ent
m ethod
(Note 1)
Accum ula
ted
am ount of
rem ittanc
e from
Taiwan to
Mainland
China as
at January
1, 2020
Am ount rem itted from
Taiwan to Mainland
China/Am oun t
rem itted back to
Taiwan for the y ear
ended Decem ber 31,
2020
Am ount rem itted from
Taiwan to Mainland
China/Am oun t
rem itted back to
Taiwan for the y ear
ended Decem ber 31,
2020
Accum ulated
am ount of
rem ittance
from Taiwan
to Mainland
China as at
Decem ber 31,
2020
Net incom e
(loss) of the
investee for
the y ear
ended
Decem ber
31, 2020
Ownershi
p held by
the
Com pany
(direct or
indirect)
Investm ent
incom e
(loss)
recognized
by the
Com pany
for the y ear
ended
Decem ber
31, 2020
(Note 2)
Boo k value
of
investm ents
in Mainland
China as at
Decem ber
31, 2020
Accum ulated
am ount of
investm ent
incom e
rem ittance
back to
Taiwan as at
Decem ber
31, 2020
Footn ote
Rem itted to
Mainland
China
Rem itte
d back
to
Taiwan
Elite Sem iconductor
Microelectronics
Technology (Shenzhen)
Inc.
Trading of goods or techn ical
services, develop and sale products
of networking sy stem , storage, and
peripherals, technical consulting
and services of integrated circuit,
and after - sales service
$ 2,549 (1) $ -
$1,424
$ - $ 1,4 24 $ 1,22 4 100 $ 1,224 $ 4,619 $ -
Elite Sem iconductor
Microelectronics
(Shanghai) Technolo gy
Inc.
Product design, who lesale and retail
of electronic m aterials, inform ation
software services and international
trade
5,696 (1) - 5,696
-
5,6 96
581

100

581
6,633
-
Note 6
Companynam e
Accum ulated am ount of rem ittance
from Taiwan to Mainland China as
at Decem ber 31, 2020
Investm ent
am ount approved
by the Investm ent
Com m ission of
MOEA (Note 5)
Ceilin g of
investm ents in
Mainland China
im posed by the
Investm ent
Com m ission of
MOEA
Charng Feng Investm ent
Ltd.
$ 7,1 20
$ 78,021
$ 300 ,000
Companynam e Accum ulated am ount of rem ittance
from Taiwan to Mainland China as
at Decem ber 31, 2020
Investm ent
am ount approved
by the Investm ent
Com m ission of
MOEA (Note 5)
Ceilin g of
investm ents in
Mainland China
im posed by the
Investm ent
Com m ission of
MOEA
Charng Feng Investm ent
Ltd.
$ 7,1 20 $ 78,021 $ 300 ,000

Note 1: The m ethods for engaging in in vestm ent in Mainland China include the following :

  • (1) Direct investm ent in Main land Ch ina.

(2) Indirect investm ent in Main land Ch ina throug h com panies registered in a third region.

(3) Other m ethods.

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Note 2: Investm ent incom e (loss) was recognized based on financial statem ent prepared by each com pany which were audited by

independent auditors.

Note 3: The am ount of the statem ent should show as New Taiwan Do llars.

Note 4: Paid-in capital translated at the exchange rate as of Decem ber 31,

Note 5: The Com pany 's subsid iary, Charng Feng Investm ent L td., ob tained the revised investm ent am ount of U SD 39,48 5.42 and U SD 2,50 0,000 approved by the Investm ent Com m ission , MOEA on February 6, 2020 and July 10, 2020.

  • Note 6: Elite Sem iconductor Microelectronics (Shanghai) Technology Inc. was established o n Novem ber 27, 2019. The Com pany 's subsidiary, Charng Feng Investm ent Ltd., ob tained the in vestm ent am ount of USD 200,000 approved by the Investm ent Com m ission of MO EA on May 20, 2020.

  • VI. If the Company or its affiliates have experienced financial difficulties in the most recent financial year or during the current financial year up to the date of publication of the

  • Annual Report, the manner in which the difficulties will affect the Company ’s financial situation shall be explained: None.

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Review of Financial Position, Operating Results, and Risk Management

  • I. Financial Status

Major reasons for changes in assets, liabilities, and shareholders' equity, as well as related effects in the most recent two financial years. If such effects are material, response measures should be elaborated:

Comparative Analysis of Financial Position

Unit: NT$1,000

Unit: NT$1,000 Unit: NT$1,000
Year
Item
2020 2019 Difference
Amount %
Current assets 11,832,047 9,497,077 2,334,970 24.59
Financial assets at fair value through
comprehensiveprofit or loss - non-current
64,836 50,776 14,060 27.69
Investment accounted for using equity method 33,883 33,210 673 2.03
Property, plant and equipment 776,598 696,328 80,270 11.53
Right-of-use assets 80,782 86,367 ( 5,585) ( 6.47)
Net investment assets 17,701 18,671 ( 970) ( 5.20)
Intangible assets 111,688 81,593 30,095 36.88
Other assets 82,813 16,298 66,515 408.12
Total assets 13,000,348 10,480,320 2,520,028 24.05
Current liabilities 4,756,158 3,025,945 1,730,213 57.18
Non-current liabilities 114,907 113,596 1,311 1.15
Total liabilities 4,871,065 3,139,541 1,731,524 55.15
Equity attributable to the parent company 8,264,043 7,461,460 802,583 10.76
Share capital 2,857,589 2,857,589 - -
Capital reserves 109,677 104,305 5,372 5.15
Retained profits 5,436,890 4,645,411 791,479 17.04
Minority interest 5,536 ( 8,524)
14,060
164.95
Treasury shares ( 145,649) ( 137,321)
( 8,328)
( 6.06)
Non-controlling interest ( 134,760) ( 120,681)
( 14,079)
( 11.67)
Total equity 8,129,283 7,340,779 788,504 10.74
Descriptions:
1.Current assets: mainly due to a significant increase in the inventory as a result of a continued
increase in the inventory during the year in response to future sales.
2. Financial assets at fair value through other comprehensive income - non-current and other
equity: mainly due to a significant increase in the end-term valuation gain on financial assets at
fair value through other comprehensive income during the year.
3. Intangible assets: mainly due to an increase in the acquisition of software.
4. Other assets: mainly due to an increase in the prepayment for equipment during the year.
5. Current liabilities: mainly due to a significant increase in the accounts payable as a result of a
continued increase in the inventory during the year in response to future sales.
6. Future plans for significant impact: As mentioned in 1. to 5. above, the reasons for the
differences are not significant to the Company.

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II. Financial Performance

The main reasons for the significant changes in operating revenue, operating profit and net profit before tax for the most recent two financial years, and the expected sales volume and its basis, and the possible impact on the Company's financial operations, and the response plans thereof:

Comparative Analysis of Financial Performance

Unit: NT$1,000

Increased
Item 2020 2019 (Decreased) Percentage
Amount Change
Operating Revenue 15,267,139 11,983,479 3,283,660 27.40
Gross profit 2,649,042 1,802,208 846,834 46.99
Operating Profit (Loss) 1,154,785 574,943 579,842 100.85
Non-operating income and expenses 98,915 1,237 97,678 7,896.36
Net profit before tax 1,253,700 576,180 677,520 117.59
Net gain (loss) from continuing operations in
the currentperiod
1,084,441 505,611 578,830 114.48
Loss from discontinued operations - - - -
Net Profit (Loss) 1,084,441 505,611 578,830 114.48
Other comprehensive income (net, after tax) 14,872 ( 7,888) 22,760 288.54
Total comprehensive income 1,099,313 497,723 601,590 120.87
Net income attributable to parent company 1,076,426 497,405 579,021 116.41
Total comprehensive income attributable to
parent company
1,091,298 489,517 601,781 122.93
Descriptions:
  1. Operating income and gross profit: The following table provides an analysis of the changes in gross profit.

  2. Operating income (loss): mainly due to a significant increase in the Company's operating profit from the previous year as a result of the growth of the electronics industry against the trend during the year.

  3. Non-operating income and expenses: mainly due to a significant increase in the end-term valuation gain on financial assets at fair value through other comprehensive income during the year.

  4. Net income before tax: The combined effect of 1. and 3. above resulted in an increase of approximately 117.59% in net income before tax .

  5. Other comprehensive income: mainly due to a significant increase in the end-term valuation gain on financial assets at fair value through other comprehensive income during the year.

6.Total comprehensive income and loss, net income attributable to owners of the parent company, and total comprehensive income and loss attributable to owners of the parent company: This is mainly due to the significant increase in the Company's operating profit due to the growth of the electronics industry in the current year compared to the previous year.

  1. The possible impact of expected sales volume and its basis on the Company's future financial operations and the Company's response plans: Please refer to "Sales Volume Forecast and Its Basis" on #page 4# for the expected sales volume and its basis. Please refer to "Future Company Development Strategy" on #page 4# for the possible impact on the Company's future financial operations and the response plans.

~250~

Analysis table of operating margin changes

Unit: NT$1,000

Product Type The number
of changes in
the previous
and late
periods
Price
difference
Cost price
difference
Sales mix
difference
Quantity
difference
Integrated circuit 846,834 (2,182,502) (2,229,089) 172,941 627,306
Other(Technical service
income)
Total 846,834 (2,182,502) (2,229,089) 172,941 627,306
Description: The severe COVID-19 pandemic slo wed do wn the global economic gro wth durin g the year.
However, the electronics industry grew against the trend. T he Company's revenue also showed
significant gro wth. As a result, the Company's revenue and earnin gs performance was better than that of
2019.

Description: The severe COVID-19 pandemic slo wed do wn the global economic gro wth durin g the year. However, the electronics industry grew against the trend. T he Company's revenue also showed significant gro wth. As a result, the Company's revenue and earnin gs performance was better than that of 2019.

III. Cash flow

  • (I) Analysis of changes in cash flow in the most recent financial year

Unit: NT$1,000

Unit: NT$1,000 Unit: NT$1,000
Initial cash
balance
Net cash flow
from operating
activities of the
year
Cash outflow of
the year
Cash Balance
(Deficit)
Remedial measures for
cash deficit
Investment
plan
Financial
plan
2,757,003 453,348 387,566 3,597,917
  • (II) Liquidity analysis for the most recent financial year
Year
Item
2020 2019 Percentage Increase
(Decrease)
Cash Flow Ratio (%) 9.53 61.12 ( 84.41%)
Cash flow Sufficiency Ratio (%) 57.56 28.20 104.11%
Cash Reinvestment Ratio (%) 1.72 15.60 ( 88.97%)
Description:
1. T he cash flow ratio and the cash reinvestment ratio rose, mainly due to the growth inrevenue
durin g the year. However, the operating cash flow decreased significantly fromthe previous
year due to an increase in the inventory as a result of the projected future sales.
2. T he cash flow adequacy ratio rose, mainly because the average operating cash flow i
ncreased significantly from the previous year.

~251~

(III) Analysis of the cash liquidity of the coming year:

Unit: NT$1,000

Unit: NT$1,000 Unit: NT$1,000
Initial cash
balance
Net cash flow
from operating
activities of the
year
Cash outflow of
the year

Cash Balance
(deficit)
Remedial measures for
~~h d ~~
Investment
plan
~~fi i~~
Financial
plan
3,597,917 671,512 ( 571,737) 3,697,692
1: Analysis of cash flow change in 2020:
(1) Operating activities: In this year, due to the expected improvement in business conditions, net
cash flow from operating activities is a net inflow.
(2) Investment activities: Mainly due to the increase in new investment and increased photomask
required to purchase R&D equipment and new products.
(3) Financing activities: Mainly, cash outflow caused by the issuance of cash dividends.
2. Remedial measures for cash deficit and liquidity analysis: None.
  • IV. Major capital expenditures in the most recent financial year and their impact on the Company's finances: none

  • V. Investment policy in the most recent financial year, main causes for profit or loss, improvement plans and the investment plans for the coming year: None.

VI. Risk Analysis and Assessment

  • (I) The impact of interest rate, exchange rate fluctuations and inflation on corporate profits and losses and future countermeasures:

  • (1) Impact on the Company's profit/loss:

Unit: NT$1,000

Unit: NT$1,000
Item 2020 2019
Net interest income or expense 15,885 40,826
Exchange Gain (Loss) ( 50,665) ( 45,141)

In terms of inflation, with the decrease in oil prices and the recovery of natural resource prices, the global economy is facing low inflation, which will inevitably affect the cost of purchasing raw materials needed for production. However, the production of the Company is outsourced, and the cost of raw materials and processing costs are mainly determined by the capacity allocation of outsourced processing plants based on the business cycle and market supply and demand. Therefore, it is expected that inflation will have a limited impact on the Company's profit and loss.

  • (2) Future response measures:

~252~

1. Fluctuation of interest rates

The Company maintains close contact with banks and pays attention to changes in the market in order to obtain more favorable borrowing rates from banks. Another major capital expenditure will be to raise funds by issuing corporate bonds to obtain lower capital costs.

2. Fluctuation of exchange rates

The Company's products are mainly priced in US dollars. Recently, the exchange rate of the New Taiwan dollar against the US dollar has fluctuated volatilely, resulting in profit on exchange. In view of this, the Company will strengthen its ability to manage foreign exchange risks. In addition to continuously collecting exchange rate information and fully grasping the exchange rate trends, the bank will be invited to provide professional advice and suggestions to decide when to convert the New Taiwan dollar or keep it in the foreign exchange account. In addition, in terms of the management of foreign exchange positions, funds are dispatched and used to meet foreign exchange expenditures with their own foreign exchange income to effectively reduce exchange risk.

3. Inflation

The Company established a good cooperative relationship with the wafer foundry and back-end packaging and testing plants to ensure that the production capacity can be obtained and obtain stable processing prices, and through the provision of technical services for product design, actively develop cooperation with other domestic and foreign foundries Besides, the Company obtained more diversified resources of wafer foundry manufacturers, thereby reducing the impact of inflation.

  • (II) Policies of engaging in high-risk, high-leverage investments, loans to others, providing endorsements/guarantees and derivatives transactions, main reasons for the profits and losses generated thereby and future response measures to be undertaken:

The Company has not engaged in high-risk, high-leveraged investment and derivative financial commodity transactions in the most financial recent year and up to the date of publication of the prospectus. The object of loan and endorsement guarantee of funds is limited to the subsidiaries, and it is handled in accordance with the provisions of the "Operational Procedures for Loaning Funds to Others" and "Procedures of Provision of Endorsements/Guarantees". As of the date of publication of the public statement in 2018 and 2019 of the Company, there was no loan to others.

  • (III) Future R&D plans and expected investments in R&D:

  • (1) The products operated by the Company are highly changing industries. Therefore, it is necessary to leverage on market opportunities, launch new products, and develop new processes to reduce costs.

  • (2) The competitiveness of the Company is sustained by its research and development capabilities. The Company will continue to invest in research and development expenditures, and continue to recruit and train outstanding talents to achieve this goal and create a good business performance for the Company.

  • (3) Expected R&D investments

) Expected R&D investments
Main R&D projects / new products Key success factors for R&D projects
xMB SDRAM 2Xnm product development
project
Existing experience in SDRAM technology

~253~

xMB DDR2 SDRAM 3Xnm product
development project
Existing experience in DDR SDRAM
technology
xGB DDR3 SDRAM 2Xnm product
development project
Existing experience in DDR2 SDRAM
technology
xGB DDR4 SDRAM 2Xnm product
development project
Existing experience in DDR3 SDRAM
technology
xMB FLASH 5Xnm product development
project
Existing experience in Flash technology
T

Power IC, analog IC product development
project
Existing experience in IC, analog IC
technology
Development of new products Strong R&D performance and experience

estimated R&D expenditure for 2021 is approximately NT$ 800 million.

  • (IV) The impact of changes in important domestic and foreign policies and laws adopted on the Company's financial operations, and the countermeasures thereof:

  • (1) The Company's management team has been paying close attention to any policies and laws that may affect the Company's finances and business. In addition, the Company has also cooperated with professional institutions to continue to pay close attention to the development of relevant laws and regulations and to adjust immediately to meet the needs of operations.

  • (2) Countermeasures

The Company's current operations are in compliance with the relevant existing laws and regulations of domestic and foreign reinvestment countries. The management team will also continue to pay close attention to any changes in policies and laws that may affect the Company's finances and business, as a reference for operations. In addition, the Company also cooperates with professional organizations to pays close attention to the development of relevant laws and regulations, and immediately adjusts its strategy to meet the needs of operations. Therefore, the Company can timely manage and respond to important domestic and foreign policy and legal changes.

  • (V) Impact of technological and market changes on the Company’s finances and business, and the countermeasures thereof:

  • (1) Impact on the Company's finance and business due to technological and industrial changes, and the countermeasures thereof

The company is one of the leading manufacturers in its industry. Technology R&D and innovation are the indispensable elements of the Company's operations, and it is also the Company's main competitive niche. Therefore, technological

~254~

changes have a positive effect on the Company's financials.

(2) Countermeasures

The Company will continue to strengthen its research and development capabilities, pay attention to domestic and foreign technology and market development directions at all times, and strengthen cash flow management and maintain a stable financial structure in order to diversify operating risks in response to the Company's operational needs.

  • (VI) The impacts of the change of corporate image on the enterprise crisis management, and the countermeasures thereof:

The Company focuses on its business operation and has achieved outstanding performance, and it is committed to distributing the business results back to the shareholders. The corporate image has always been good, and the Company publishes all messages through a spokesperson or agent spokesperson, who can provide timely explanations in regards to reports and news that could affect the Company's image, so there is no threat to the corporate image. In the future, while pursuing the maximization of shareholders’ interests, the Company will continue to fulfill its corporate social responsibilities and improve the corporate image.

  • (VII) The expected benefits and possible risks to engage in mergers and acquisitions (M&A), and the countermeasures thereof: None.

  • (VIII) Expected benefits, possible risks and countermeasures for the expansion of plants: The Company currently has no plans to expand the plants.

  • (IX) Risks associated with over-concentration in procurement and sales, and the countermeasures thereof:

  • (1) Risk of concentrated procurement

The Company is a professional IC design company. The main raw materials in the production process are wafers and lead frames. The wafers are produced by wafer foundries. Since China is the world's largest wafer foundry production area, meanwhiles there are only few wafer foundries in domestic industry. Therefore, domestic IC design companies generally in the industry tends to have their purchasing concentrated in a certain wafer foundry. In addition to continuing to establish good cooperative relations with wafer foundries to ensure production capacity, the Company actively develops cooperative relations with other domestic and foreign wafer foundries by providing technical services for product design to diversify the concentration of incoming purchases.

  • (2) Risk of concentrated sales

Based on the consideration of professional division of labor and emphasis on efficiency, most products are mainly sold through agents. In recent years, sales of

~255~

goods have gradually deviated from focusing on the few particular customers. In response to the growing trend of the company and industry in the future, the Company will further diversify appropriately and diversify its future sales targets to maintain a more balanced and stable operating result, which is the goal of the Company's continuous efforts.

  • (X) Impact and risks resulted from major equity transfer or replacement from the Directors, Supervisors, or major shareholders holding more than 10% of the Company's shares, and the countermeasures thereof:

  • (XI) The effect upon and risk to the Company associated with any change in governance personnel or top management and response measures being or to be taken: None.

  • (XII) If there has been any substantial impact upon shareholders' equity or prices for the Company's securities as a result of any litigation, non-litigious proceeding, or administrative dispute involving the Company that was finalized or remained pending, the facts in dispute, amount in dispute, commencement date, main parties involved, and current status of the case up to the publication date of this Annual Report shall be disclosed: None.

  • (XIII) Other material risks and countermeasures: None

VII. Other important matters:

Information Security Policy and Management Plan

1. Information Security Management Framework

The Information Technology Department is responsible for information security and formulating and implementing information security policies. Every three months, the information security implementation plan and implementation status are reported to the management to ensure the continuous and effective operation of the internal security management mechanism.

The Internal Audit Department is the audit unit of the Information Technology Department. If the audit discovers any discrepancies, the department shall require the audit unit to propose relevant improvement plans and regularly track the improvement results to reduce internal security risks.

The organization's operation mode adopts PDCA (Plan-Do-Check-Act) circular management to build a complete security management system to effectively prevent the occurrence of information security incidents, ensure the achievement of information security goals, and continue to optimize and improve.

~256~

2. Information Security Policy

This policy is to protect the security of all information assets of Elite Semiconductor Microelectronics Technology Inc., and to prevent internal or external, intentional or accidental threats and destruction that may result in business failure or information tampering, fetching or damage, so as to fulfill our goal of sustainability operation.

1. Definition of Information Security

Protect the Company's information and information systems from unauthorized entry, use, disclosure, destruction, modification, inspection, recording and destruction, and maintain the availability of existing information systems.

II. Information Security Objective

  1. Ensure the confidentiality of business-related information and protect company confidentiality.

  2. Ensure the integrity and availability of business-related information. 3. Improve Information Security Protection Capabilities.

3. Scope of Information Security

This policy applies to various information systems within the Company, internal colleagues, and vendors and third-party personnel who have access to business information or provide services.

3. Information Security Management Solution

The Company has invested in hardware equipment electronic insurance for business assets, such as information systems, network equipment and other information equipment, and avoids equipment being stolen or malicious damage through security monitoring operations. In view of the fact that information security is an emerging type of insurance, considering the comprehensive effect of topics such as insurance coverage, claims coverage, claims identification, and qualifications of identification institutions, the Company will not purchase information security insurance for the time being after evaluation. However, in response to the challenges faced by information security, such as APT advanced persistent attacks, DDos attacks, ransomware, social engineering, and stolen funds and other security issues, the following strategies have been adopted: Keep track of the changes in the information environment in accordance with the Company ’s information security policy, and develop information security protection mechanisms and solutions with reference to technical information. Join ISAC to obtain the latest attack information and take appropriate defensive countermeasures. Conduct regular safety inspections, information security and health consultations, social security and information

~257~

security drills, strengthen the Company ’s colleagues’ awareness on security crisis and their responsiveness, in order to prevent in advance and effectively identify and prevent proliferation immediately.

4. Information Security Management Measures, including:

4. Information SecurityManagement Measures,including: 4. Information SecurityManagement Measures,including: 4. Information SecurityManagement Measures,including:
Information Security Management
Type Description Relevant Operation
Access control Management m easures for personnel
account, authority managem ent and system
operation behavior

Personnel account permission
managem ent and review

Periodic check of personnel account
permissions
Access control Control measures for personnel to access
internal and external systems and data
transmission channels

Internal/external access control
measures

Confidential inform ation leakage
control

Operation behavior track record
External threat Potential internal weaknesses, poisoning
pipelines and protective m easures

Host/com puter weakness protection and
update measures

Virus protection and malware detection

Network threat monitoring
System
availability
System availability and measures to deal
with service interruption

System/network availability monitoring
and notification mechanism

Contingency m easures for service
interruption

Inform ation backup m easures,
local/offsite backup m echanism

Regular disaster recovery drills

Intelligent Property Management Plan

With the continuous advancement of technology, the Company has been increasing its investment in R&D costs year by year. To strengthen the competitiveness of the Company's business operations and maintain the state-of-the-art technologies obtained through the hard

~258~

work of the R&D staff, the Company's intellectual property management combines the Company's operational objectives and R&D resources to establish an operation model that creates corporate value and intangible assets through intellectual property rights. The business management model that combines corporate product strategy, R&D strategy and intellectual property strategy bolsters the utilization of the Company's intellectual property, not only to protect the Company's freedom of operation and strengthen its competitiveness, but also to help the Company make profits.

1. Patent Protection Measures

To enhance the competitiveness of intellectual property, the Company's patent application strategy includes not only patent placement for existing and future products, but also patent placement for specific technologies in a strategic or walled mode. The Company has dedicated staff for intellectual property management, from relevant literature search, technical discussion and patent map preparation for specific technologies before product development to the maintenance of the patent after application, to keep the quality of patent technologies under strict control. In the meantime, the Company monitors the patent application profiles of its competitors to learn the development trend of their products and technologies and whether there are any concerns about patent infringement.

The Company also pays attention to the patent transfer and patent trading market. Whenever various trading platforms (such as ITRI, AS, TWTM, etc.) hold patent transfer or matchmaking activities, the Company will select and evaluate whether there are opportunities for such technologies to be transferred or matched, so as to revitalize the value of the Company's patents. The Company has a patent evaluation committee consisting of senior executives, experienced technical executives who are familiar with the technology field, and expert consultants to enhance the quality of patents through a graded review process. The Company has also established an appropriate patent incentive system to encourage employees to actively file patent applications, and through unscheduled education and training related to patent technology to raise employees' awareness of professional technology and patent protection.

2. Protection of Trade Secrets

The protection of trade secrets is crucial to the Company's competitive advantages, such as technological leadership, manufacturing excellence and customer trust, and is even more crucial to the Company as an IC design company with its own product development and design.

The Company has formulated internal rules and regulations for the management of trade secrets. The Company regularly conducts training courses for new recruits on the protection of trade secrets, and from time to time, makes internal announcements to inform employees of

~259~

its policy on trade secrets protection. All employees are required to sign a written non-disclosure agreement upon their arrival at and departure from the Company, which is to ensure that they fulfill their duties and obligations of confidentiality to the Company's confidential information. The Company has established a document control system and has set up a Document Control Center (DCC) dedicated to managing and maintaining important technical information of the Company. The Company also attaches great importance to information security, and has established information security management regulations and implemented relevant measures to prevent improper leakage of company information that could harm the interests of the Company. The Company also organizes training on trade secrets from time to time to raise employees' professional awareness of the protection of company secrets and related laws and regulations.

3. Management of Trademark Rights

Since its establishment, the Company has been actively engaged in trademark placement in countries where the Company's products are mainly sold to obtain protection of trademark rights. The Company has designated personnel to handle pre-application trademark searches, management of trademark cases and trademark databases, as well as trademark rights enforcement matters, so that the Company can market its products worldwide under its own brand name.

4. Copyright Management

To protect the Company's confidential information and patent technology rights, if the Company's product technology needs to be published or made public through journals, papers, seminars, etc., the Company will first review and manage it, and establish control and review methods to ensure the implementation of internal review mechanisms to prevent the improper disclosure of important technical information.

Implementation Status

The Company submitted a report on matters related to intellectual property to the Board of Directors at the tenth meeting of the eighth Board (Dec. 23, 2020) and proposed improvement measures in response to the Directors' recommendations.

Since its establishment, the Company has been committed to building a sound intellectual property management system step by step. In the recent years, the Company has implemented the following:

  1. Since 2006, the Company has invited renowned scholars and the head of the Legal and Intellectual Property Division of the Company to give lectures to our employees on the protection of trade secrets and the basic concepts related to the acquisition of patent technologies and patent rights.

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  1. Since 2011, the Company has participated in the Intellectual Property Office's corporate intellectual property promotion activities and invited renowned lawyers and scholars to the Company to provide education and training for its employees on topics and practical discussions related to patents, trademarks, copyrights and trade secrets.

  2. In 2013, the Company updated its patent application procedures and implemented a tiered patent examination system.

  3. In 2014, the Company established a mechanism for request for and review of public disclosure of the Company's information.

  4. In 2015, the Company established and implemented patent technology placement and analysis strategy for new products to match the technology areas in which the development of new products is involved.

  5. In 2017, the Company updated and established a complete intellectual property information management system to enhance the management of various applications and rights protection information, and further updated the intellectual property protection strategy and patent evaluation system to support new business development and operation.

  6. In 2018, the Company invited Professor of the Law Department of Soochow University and Director of the Intellectual Property Law Research Center to give lectures on copyright protection and fair use. In addition, the head of the Company's patent department organized special educational training for the R&D staff to analyze patent technical issues.

  7. In 2019, the Company investigated the classification standards for important information and evaluated patent licensing companies and patent insurance.

  8. In 2020, the Company evaluated the feasibility of introducing the Taiwan Intellectual Property Management System (TIPS).

  9. The current list of intellectual property acquisition are as follows.

  10. (1) Patents: By December 2020, the total number of patents granted worldwide had accumulated over 419, of which 32 domestic and foreign patents were granted in 2020 alone.

  11. (2) Trademarks: By December 2020, the Company had obtained a total of 36 registered trademarks in major target countries for its presence and operation.

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Special Disclosures

  • I. Information about the Company’s Affiliated Companies 1. Organization Structure of Affiliated Companies

==> picture [483 x 301] intentionally omitted <==

~262~

2. Basic Information of Affiliated Companies

Unit: NT$

Unit: NT$
Name Date of
Incorporati
on
Address Actual Paid-in
Capital
Primary Business
Elite Semiconductor
Memory Technology Inc.
1992.11.05 1/F, No. 13, Lane 24, Minxiang
1st Street, East District,
Hsinchu City
NT$ 1,000,000 Research and
development, production,
sales and related
consulting services of
integrated circuit
Charng Feng Investment
Ltd.
200.05.22 1/F, No. 13, Lane 24, Minxiang
1st Street, East District,
Hsinchu City
NT$ 500,000,000 General investment
Elite Investment Services
Ltd.
2006.07.04 Citio Building P.O.Box
662,Road Town Tortola, British
Virgin Islands

US$ 15,000,000
General investment
Jie Yong Investment Ltd. 2009.01.16 2/F, No. 13, Lane 24, Minxiang
1st Street, East District,
Hsinchu City
NT$ 86,000,000 General investment
3R Semiconductor
Technology Inc.
2004.11.22 1/F, No. 13, Lane 24, Minxiang
1st Street, East District,
Hsinchu City
NT$ 100,000,000 Electronic component
manu facturing,
information software
services, product design,
other business services,
other consulting services
and international trade
Elite Silicon Technology
Inc.
2005.04.07 5/F, No. 24-2, Gongye East 4th
Road, East District, Hsinchu
City
NT$ 76,000,000 Information software
services, product design,
other business services,
other consultancy
services, and international
trade
Canyon Semiconductor
Inc.
2013.06.26 3/F, No. 19-1, Gongye East 4th
Road, East District, Hsinchu
City
NT$ 204,000,000 Integrated circuit design
and manu facturing of
electronic components
Elite Innovation Japan
Ltd.
2011.12.16 4-8-11 Takanawa, Minato-ku,
Tokyo
JPY 10,000,000 Electronic component
manu facturing,
information software
services, product design,
other business services,
other consulting services
and international trade
Eon Silicon Solutions Inc.
USA
2003.02.01 4699 Old Ironsides Drive,
Suite 300 Santa Clara,
CA95054 USA
US$ 100,000 FLASH product design,
development and testing
Elite Semiconductor
Memory Technology
(Shenzhen)Inc.
2011.08.09 Unit A, Tian'an Digital City I,
Futian District, Shenzhen
US$ 200,000 Technical consultation
and service, after-sales
service
Elite Semiconductor
Microelectronics
(Shanghai) Technology
Inc
2019.11.27 Room 2515, No. 18 Xinjinqiao
Road, China (Shanghai) Pilot
Free Trade Zone
CNY$ 1,406,000 Product design, wholesale
and retail of electronic
materials, information
software services and
international trade
CHI Microelectronics
Limited.
2020.8.31 15/F Boc Grouplife Assurance
Tower 136 Des Voeux RD
Central HK
HKD$ 100,000 Trading

Note 1: The foreign currency investment amount is converted based on the exchange rate on December 31, 2020.

  1. Information on the same shareholders of companies that are considered to have a controlling and subordinate relation: None.

~263~

  1. The affiliated companies' business and operations, the industries they cover, and their correspondence and division of labor:
Name Division of Labor in Interaction
Elite Semiconductor Memory Technology
Inc.
IC production, sales and related consulting services
Charng Feng Investment Ltd. General investment industry: Not applicable
Elite Investment Services Ltd. General investment industry: Not applicable
Jie YongInvestment Ltd. General investment industry: Not applicable
3R Semiconductor Technology Inc. R&D, production, sales an d related consulting services of
MEM S
Elite Silicon Technology Inc. So C IC R&D, production, sales and related consulting
services
Canyon Semiconductor Inc. Power IC R&D, production, sales and related consulting
services
Elite Innovation Japan Ltd. IC sales and related consultingservices
Eon Silicon Solutions Inc. USA FLASHproduct design,development and testing
Elite Semiconductor Memory Technology
(Shenzhen)Inc.
Technical consultation and service, after-sales service
Elite Semiconductor Microelectronics
(Shanghai)TechnologyInc.
Technical consultation and service, after-sales service
CHI Microelectronics Limited. Trading
  1. Information of Directors, Supervisors and Presidents in all affiliated companies:

Decem ber 31, 2019

Decem ber 31,201
Nam e Title Nam e or
Representative
Shareholding
Number of
Shares
Percentage of
Shareholding
Remarks
Elite
Semiconductor
Memory
TechnologyInc.
Chairm an of
the Board and
President
Hsing-Hai Chen 100,000 100.00% Representative of
Elite Semiconductor
Microelectronics
TechnologyInc.
Charng Feng
Investment Ltd.
Chairm an of
the Board and
President
Ming-Chien Chang 50,000,000 100.00% Representative of
Elite Semiconductor
Microelectronics
TechnologyInc.
Elite Investment Representative of
Services Ltd. Director Hsing-Hai Chen 15 100.00% Elite Semiconductor
Microelectronics
Technology Inc.
Representative of
Director Ming-Chien Chang 15 100.00% Elite Semiconductor
Microelectronics
TechnologyInc.
Jie Yong
Investment Ltd.
Chairm an of
the Board and
Hsing-Hai Chen 800,000 9.30%
President
Director
Director
Ming-Chien Chang
Kuan-Chun Chang
400,000
500,000
4.65%
5.81%
Director Yeong-Wen Daih 200,000 2.33%
Supervisor Show-RongPeng 200,000 2.33%
3R Semiconductor
Technology Inc.
Chairm an of
the Board and
President
Hsing-Hai Chen 10,000,000 100.00% Representative of
Charng Feng
Investment
Elite Silicon
Technology Inc.
Chairm an of
the Board
Hsing-Hai Chen 7,448,960 98.01% Representative of
Charng Feng
Investment

~264~

Nam e
Title
Nam e or
Representative
Shareholding
Remarks
Number of
Shares
Percentage of
Shareholding
Director
Ming-Chien Chang
Director
Jennifer Feng
Supervisor
CandyChu
7,448,960
98.01%
Representative of
Charng Feng
Investment
7,448,960
98.01%
Representative of
Charng Feng
Investment
0
0.00%
Canyon
Semiconductor Inc.
Chairm an of
the Board
Kuan-hsi Chen
Director
Ernest Shyh
Yuh Lin
Director
Sam Chen
Director
Sam Chen
Director
Evan Yu
Director and
President
William Yang
Director and
President
William Yang
Supervisor
Patricia Hwang
Supervisor
Hong-Gee Wu
7,795,000
38.21%
Representative of
Charng Feng
Investment
10,400,000
50.98%
Representative of
Diodes Holding B.V.
(the Netherlands)
7,795,000
38.21%
Representative of
Charng Feng
Investment
75,000
0.37%
10,400,000
50.98%
Representative of
Diodes Holding B.V.
(the Netherlands)
10,400,000
50.98%
Representative of
Diodes Holding B.V.
(the Netherlands)
450,000
2.21%
0
0%
0
0%
Elite Innovation
Japan Ltd.
Director
Yajim a Masaharu
Director
Chih-Hong Ho
Director
Hong-Gee Wu
Supervisor
Candy Chu
200
100.00%
Representative of
Charng Feng
Investment
200
100.00%
Representative of
Charng Feng
Investment
200
100.00%
Representative of
Charng Feng
Investment
200
100.00%
Representative of
Charng Feng
Investment
Eon Silicon
Solutions Inc. USA
Directors
Ming-Chien Chang
200,000
100.00%
Representative of
Elite Semiconductor
Microelectronics
TechnologyInc.
Elite
Semiconductor
Memory
Technology
(Shenzhen)Inc.
Legal
Representative
Chih-Hong Ho
-
100.00%
Representative of
Charng Feng
Investment
Elite
Semiconductor
Microelectronics
(Shanghai)
TechnologyInc.
Legal
Representative
Chih-Hong Ho
-
100.00%
Representative of
Charng Feng
Investment
CHI
Microelectronics
Limited.
Legal
Representative
Kun-R en Chang
10,000
100.00%
Representative of
Charng Feng
Investment

~265~

6. Operations Overview of Affiliated Companies

December 31, 2020 Unit: NT$1,000
Name Capital T otal Asset T otal
liabilities
Net Value Revenue Operating Profit
(Loss)

Profit (Loss) of
the FY
Earnings Per Share
(NT $)
Elite Semiconductor
Memory Technology Inc.
1,000 138,616 114,381 24,235 381,336 12,492 9,712 97.12
Charng Feng Investm ent
Ltd.
500,000 513,426 1,295 512,131 ( 1,607) 112,211 2.24
Elite Investment Services
Ltd.
427,200 620,499 620,499 ( 16) ( 7,222) ( 481,445.47)
Jie Yong Investm ent Ltd. 86,000 918,198 201 917,997 ( 381) 13,823 1.61
3R Semiconductor
Technogy Inc.
100,000 22,004 51 21,953 ( 642) ( 567) ( 0.06)
Elite Silicon Technology
Inc.
76,000 2,623 2,084 539 18,275 ( 33) ( 154) ( 0.20)
Canyon Semiconductor Inc.
204,000
111,040 28,258 82,782 149,872 2,474 1,642 0.08
Elite Innovation Japan Ltd. 2,111 3,426 1,231 2,195 7,198 231 116 578.99
Eon Silicon Solution Inc.
USA

13,304
13,473 14,884 ( 1,411) 75,853 ( 723) ( 240) ( 1.20)
Elite Semiconductor
Memory Technology
(Shenzhen) Inc.
2,549 6,454 1,834 4,619 23,111 1,318 1,224 -
Elite Semiconductor
Microelectronics
(Shanghai) Technology Inc.

5,696
10,272 3,639 6,633 15,025 846 581 -
CHI Microelectronics
Limited.
367 367 - 367 - - ( 4) ( 0.45)

Consolidated financial statements of affiliated companies: Please refer to #page 104#.

~266~

(English Translation of a Report Originally Issued in Chinese)

Elite Semiconductor Microelectronics Technology Inc

Declaration of Consolidated Financial Statements of Affiliated Companies

The entities that are required to be included in the consolidated financial statements of Elite Semiconductor Microelectronics Technology Inc. for the year ended December 31, 2020 (January 1 to December 31, 2020), under the Criteria Governing the Preparation of Affiliated Enterprise Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises, are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard 10, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, the Company and its Subsidiaries do not prepare a separate set of consolidated financial statements.

Hereby declared by

Company Name: Elite Semiconductor Microelectronics Technology Inc

Person-in-charge: Hsing-Hai Chen

February 26, 2021

~267~

  • II. Private placement of securities for the most recent financial year until the date of the publication of the Annual Report: None.

  • III. Holding or disposal of shares in the Company by the Company's subsidiaries during the most recent financial year or during the current financial year up to the date of the publication of the annual report:

Unit: NT$1,000; 1,000share; %

Nam e of
Subsidiaries
Actual
Paid-in
Capital
Source of
Funding
Shareholding
Percentage of
the Company

Date of
Acquisiti
on or
Disposal
Number
and Value
of Shares
Acquired
Number
and
Value
of
Shares
Dispose
d
Gain
(Loss)
from
Invest
ment
Number
and Value
of Shares
Held until
the
publication
of the
Annual
Report
Conditi
on of
Setting
the
Pledges
Amount
of
Endorse
ment
Made for
the
Subsidiar
ies
Amount
Loaned to
the
Subsidiaries
March 26, 715 - 14,154
41.86% 2020~
March 31,
2020
19,894 - - 347,942 - - -
Jie Yong
Investment
86000
Internally
Generated
Current
financial year
- - - - - -

Ltd.
,
Funds
up to the
publication
date of the
Annual
Report
- - - -
  • IV. Other Necessary Supplements: None.

  • V. In the most recent financial year up the date of publication of the Annual Report, if there an issue of significant impact on shareholders' equity or securities prices as stipulated in Article 36, paragraph 2, subparagraph 2 of the securities exchange Act: None.

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Elite Semiconductor Microelectronics Technology Inc.

Chairman of the Board: Hsing-Hai Chen

President: Ming-Chien Chang

~269~