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EVERSPRING Annual Report 2020

Jul 19, 2021

52050_rns_2021-07-19_c455594e-5293-40ef-9dbf-5781bfc1efcf.pdf

Annual Report

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TSE: 2390

EVERSPRING INDUSTRY CO., LTD

2020 Annual Report

Annual Report Information

Taiwan Stock Exchange Market Observation Posy System: http://mops.twse.com.tw

EVERSPRING annual report is available at http://www.everspring.com

14[th] .May.2021.Printed

I. EVERSPRING Spokesman

Spokesman: Associates, Lu, Li-Ju

Telephone: (02)2260-6868

Email: [email protected]

II. Address and telephone number of head office, branch and factory

Name Address Telephone
Headquarter 3F., No. 50, Sec 1, Zhonghua Rd., Tucheng
Dist., New Taipei City23666, Taiwan
886-2-2260-6868
  • III. The Stock Transfer Agency

Name: Capital Securities Corporation

Address: B2, No.97, Sec.2, Dunhua South Road, Taipei

Website: http://www.capital.com.tw Telephone: 886-2-2702-3999

IV. CPAs in Recent Years

Name of Accountant: Hsieh Ming-Chung and Su Yu-Hsiu

Accounting Firm: Deloitte Touche Tohmatsu Limited

Address: 20F, No.100,Songren Road, Xinyi Dist., Taipei

Website: http://www.deloitte.com.tw Telephone: 886-2-2725-9988

  • V. The name of the trading place where the overseas securities are listed for trading

and the method of querying the information of the overseas securities: none

VI: Website: http://www.everspring.com

Content

  • 1 I. Letter to Shareholders

3 II. Company Profile

  • 2.1 Date of Incorporation 2.2 Company History

9 III. Corporate Governance Report

  • 3.1 Organization

  • 3.2 Information of Directors, Supervisors and Management Team

  • 3.3 Remuneration of Directors, Supervisors, General Managers and Deputy General Managers in the Most Recent Years

  • 3.4 Implementation of Corporate Governance

  • 3.5 Accountant Information

  • 3.6 Information on Change of Accountant

  • 3.7 If the Company’s Chairman, General Manager and Managers Responsible for Financial and Accounting Affairs Have Held Office in the CPA Firm or Any of Its Affiliated Companies Within a Year, Their Names, Job Titles and the Periods During Which They Have Held Such Office Should Be Disclosed

  • 3.8 Directors, Managers, and Shareholders whose Shareholding Ratio exceeds 10% of the Equity Transfer and Equity Pledge Changes

  • 3.9 Relationship among the Top Ten Shareholders

  • 3.10 The Number of Shares held by the Company, its Directors, Supervisors, Managers, and Businesses directly or indirectly controlled by the Company in the Same Reinvested Business, and combined to calculate the Overall Shareholding Ratio

42 IV. Capital Overview

  • 4.1 Capital and Shares

  • 4.2 Issuance of Corporate Bond

  • 4.3 Issuance of Preferred Stocks

  • 4.4 Issuance of Global Depositary Receipts (GDR)

  • 4.5 Exercise of Employee Stock Options (ESOP)

  • 4.6 Circumstances for Restricting Employee Rights to New Shares

  • 4.7 Mergers and Acquisitions of New Shares Issued by Other Companies 4.8 Execution of Capital Utilization Plan

  • 50 V. Business Overview

  • 5.1 Business Content

  • 5.2 Market, Production and Sales Status

  • 5.3 Employee Data of the Recent Two Years and Up to the Publication Date

  • 5.4 Information Regarding Expenditure on Environmental Protection 5.5 Labor Relations

  • 5.6 Important Contracts

  • 68 VI. Financial Overview

  • 6.1 Five-Year Financial Summary

  • 6.2 Five-Year Financial Analysis

  • 6.3 The Audit Committee’s Audit Report of the Financial Report

  • 6.4 Financial Statements in Recent Years and Accountant Audit Report

  • 6.5 Latest Consolidated Financial Statements of the Parent Company and Subsidiaries Audited and Certified by CPAs

  • 6.6 The Company and its Affiliated Companies have experienced Financial Difficulties in the Most Recent Year and as of the Printing Date of the Annual Report

237 VII. Review and Analysis of Financial Status, Financial Performance, and Risk

Management

  • 7.1 Financial Status

  • 7.2 Financial Performance

  • 7.3 Cash Flow

  • 7.4 Effects of Major Capital Expenditure on Financial Business of the Past Year

  • 7.5 Investment Policy of the Past Year, Main Causes for Profits or Losses, Improvement Plan and Investment Plan for the Coming Year

  • 7.6 Risk Analysis

  • 7.7 Other Important Matters

  • 244 VIII. Special Disclosures

  • 8.1 Summary of Affiliated Companies

  • 8.2 In the most recent year and as of the publication date of the annual report, the status of privately placed securities, the use of funds of privately placed securities and the progress of the plan implementation

  • 8.3 Subsidiary holding or disposing of the Company’s Stock during the Past Year and up to the Issuance of Annual Report

  • 8.4 Other Necessary Supplemental Information

  • 8.5 Events Having Significant Impacts on Shareholders’ Equity or Security Price According to Article 36.3.2 of Securities Exchange Act in the Past Year and up to the Issuance of Annual Report

I. Letter to Shareholders

Dear Shareholders,

We appreciate your support over the past year. Below are the briefing of the outcome of business over the past year and the operation plan for the year 2021.

2020 Financial and Operational Performance

The consolidated revenue of the Company and subsidiaries in 2020 was NT$531 million, with a decrease of $621 million compared with consolidated revenue in the previous year. The consolidate operating gross profit was NT$93 million, dropping by 20.1% from the previous year’s consolidated gross profit of NT$117 million. The net loss from consolidated operations was NT$122 million; the pre-tax net profit was NT$202 million; the after-tax net profit was NT$195 million, and the earnings per share were NT$0.91. The sales of security system products (e.g. anti-theft/ disaster prevention/ home automation/ video surveillance) contribute to the majority of the operating income. The Company would continue to integrate technologies of software and hardware platforms and apps around the globe. While exploring the smart security industry, the company also lays the foundation for the market of smart construction .

2021Plan for Business, Product Development, and Operation

In 2021, Everspring Industry Co., Ltd. continued to promote security systems and products; it has been exploring the market of smart security control in Central and South America, the Middle East, and Europe. Meanwhile, the projects of smart product design and collaborative projects with major European and American brands continues to grow.

The company has been working on product development, too. Smart security is a set of comprehensive solutions that can integrate services, with anti-theft alarming, disaster prevention, energy saving, environmental control, home health management, image monitoring, and other functions. A complete smart platform would include hardware, Apps, and cloud services. In addition to promoting our own brands, the company also focus on integrating its home-developed products with those from third-party manufacturers. For example, smart IP gateways, security alarms, various sensors, IP Cam, wireless remote controls, smart sockets, mobile device apps, and cloud services. These products can also be combined with the integrated system of anti-epidemic temperature monitoring products to achieve big data integration and analysis to improve protection efficiency and reduce the risk of infection. In terms of operations, Everspring Industry Co., Ltd. has transferred its production bases in mainland China this year. It has successfully completed the transfer of shares of mainland subsidiaries. Also, the Company has re-examined and consolidated group assets to reduce operating costs and increase asset value. Despite the raging global pandemic, the company's operations have not been suspended, and it’s still accelerating with the development of new products to keep up with the trend and business opportunities on the market.

1

Vision and Prospect for the year of 2021

In 2021, Everspring Industry Co., Ltd. expects to boost its business in providing software and hardware platform service solutions with smart security to its target market. The company will offer to the customer security platform integration, high value-added products and services, and more complete and humanized smart life services solution.

This year, Everspring would continue to improve its security and automation products series and system service solutions. The Company will also officially promote access control system with more advanced hardware with the hope to enhance the competitiveness of product value and creating greater benefits for the company. Here, I would like to thank all shareholders, customers, third-party vendors, and all colleagues for their continuous support, encouragement, and contribution to Everspring Industry Co., Ltd. .

Sincerely,

Chairperson Chang Tse Ling General Manager Chang Tse Ling Director of Accounting Li Hsiu Ting

2

II. Company Profile

2.1 Date of Establishment: 16[th] .April.1980

2.2 Company History

1980

EVERSPRING was founded at Tucheng, one million NTD in capital

1982 Increased capital to 7 million NTD

1985

Acquired “Auto-switch wall detector” patent in Germany Acquired “Magnetically controlled car alarm” patent from National Bureau of Standards in Taiwan

1986 Invented a product that "combined optical basis and human body temperature" and obtained a principle invention patent The PIR detectors SA209 and SA210 designed by the aforementioned invention concept are well-known in the industry In the same year, it was included in the ranking of excellent export vendors by the International Trade Bureau

1987

Purchase the current site in Tucheng as company and factory The first wireless security and anti-theft system was launched Successfully developed far-infrared light control products

1988

Purchased additional factory buildings on the 3rd floor of the original site

1989 Introduce automated production equipment Awarded three patents from the Central Bureau of Standards Acquired “Opto-reflector design” patent in Germany Complete the first ASIC IC design Increased capital by 51,000,000 NTD in cash and increased share capital to 58,000,000 NTD

1990

Cash capital increase of 132,000,000 NTD, increasing the paid-in share capital to 190,000,000 NTD

1991 Repurchase the fourth and fifth floors of the original site to expand the factory and add automated production equipment Expanded production lines and invested in U.K. for expanding distribution channels

1992 Transformed surplus to capital increase of 72,200,000 NTD, increasing share capital to 262,200,000 NTD

Stocks IPO Acquired “Detector with 180 degrees detecting range” patent in USA Acquired “Mechanical design of security system” patent in Germany

1993

Cash capital increase of 45,000,000 NTD, surplus capital increase of 39,330,000 NTD, and share capital increased to 346,530,000 NTD

Installation of SMD surface adhesion production equipment

3

Acquired “Optical ray reflector for increasing detecting angle of a detection” patent in UK

1994

Awarded “Outstanding Enterprise, Taiwan” from the Taiwan Electrical and Electronic Industry Association ISO-9001 certified

Earnings transferred to capital increase 34,653,000 NTD, and share capital increased to 381,183,000 NTD

Purchased a plant in Guishan, Taoyuan County for use by the domestic business department Invested in Singapore's Everspring, reinvested by Singapore's Everspring (Dongguan Liyuan Electronics Co., Ltd.)

1995

Earnings transferred to capital increase of 38,118,300 NTD, and share capital increased to 419,301,300 NTD

Awarded three Bronze Medals in the Pittsburgh Invention Competition-Smart Battery Regenerator

New product solar wireless anti-theft device asks the market

1996

Solar wireless anti-theft device won the Gold Medal of Ideal Home Exhibition, UK Earnings were transferred to an increase of 41,930,130 NTD, and the share capital increased to 461,231,430 NTD

The stock is officially listed on the OTC

1997

Smart battery regenerator awarded the SME Innovation Research Award of the Ministry of Economic Affairs

Innovated and marketed Multi-zone Wireless Security and CCTV system Established a subsidiary (Guofa Security Co., Ltd.) (renamed Worldtrend Security in 1988) and invested in Aidi Home Decoration Co., Ltd.

Cash capital increase of 100,000,000 NTD, surplus and employee dividends transferred to capital increase of 82,188,190 NTD, share capital increased to 643,419,620 NTD

1998

Subsidiary companies founded in USA and Bahamas Reinvestment (Wang Chen Investment Co., Ltd.) and (Jinzhun International Investment and Development Co. Ltd.).

Cash capital increase of 120,000,000 NTD, surplus, capital reserve and employee dividends transferred to capital increase of 372,049,910 NTD, share capital increased to 1,135,469,530 NTD

1999

Earnings, capital reserves and employee dividends were transferred to capital increase of 372,369,840 NTD, and the share capital increased to 1,507,839,370 NTD Stocks are transferred from OTC to listing for trading

2000

Earnings, capital reserves and employee dividends were transferred to capital increase of 657,160,630 NTD, and the share capital increased to 2,165,000,000 NTD

2001

Earnings, capital reserves and employee dividends were transferred to an increase of 470,000,000 NTD, and the share capital increased to 2,635,000,000 NTD Officially moved to the new building in Kweishan, Taoyuan County, Taiwan Issued the first domestic guaranteed conversion corporate bond 1,000,000,000 NTD and the second domestic unsecured conversion corporate bond 602,000,000 NTD

Established a subsidiary (Zichen Technology Development Co., Ltd.) (renamed Zixiang Technology in 1992)

4

2002

Conversion of convertible corporate bonds is 323,542,370 NTD (32,354,237 shares converted), surplus and employee dividends are transferred to capital increase 224,963,890 NTD, and share capital is increased to 3,183,506,260 NTD ISO-14001 certified

2003

Conversion of convertible corporate bonds 1,562,570 NTD (156,257 shares converted), employee bonus transfer to capital increase 7,261,000 NTD, repurchase of treasury shares, cancellation of shares 132,540,000 NTD, and increase of share capital to 3,059,789,830 NTD Liyuan Manufacturing Plant in China ISO9001 Certified

The solar wireless transmission anti-theft device awarded the “Symbol of Taiwan Excellence” Subsidiary (Zixiang Technology Development Co., Ltd.) reduced its capital to 700,000,000 NTD

2004

Buy back treasury shares and cancel 100,009,500 NTD shares, reducing the share capital to 2,864,789,830 NTD

The first domestic guaranteed convertible corporate bonds were fully recovered by the company in November 1993, and the listing was terminated in accordance with Article 12 of the company’s first domestic guaranteed conversion corporate bond issuance and conversion measures.

Acquired annual lighting tenders from famous British and German retailers, with the quantity reaching 1,500,000

Obtained a new patent for anti-theft lighting device in Taiwan and a new European style patent for lamps (Solar powered outdoor siren)

Subsidiary (Zixiang Technology Development Co., Ltd.) reduced its capital to 600,000,000 NTD

2005

Buy back treasury shares and cancel 85,000,000 NTD shares, reducing the share capital to 2,779,789,830 NTD

Capital reserve transferred to capital increase of 75,143,690 NTD, and share capital increased to 2,854,933,520 NTD

Buy back treasury shares and cancel 300,000,000 NTD shares, reducing the share capital to 2,554,933,520 NTD

Acquired “Sensor light mechanical design” patent in USA

Acquired “Energy saving signal transmission method” patent in Taiwan Subsidiary (Huachen Security Co., Ltd.) reduced its capital to 300,000,000 NTD

2006

Acquired “Burglar alarm light improvement” patent in USA

Buy back treasury shares and cancel 50,000,000 NTD shares, reducing the share capital to 2,504,933,520 NTD

Acquired “Energy saving signal transmission method” patent in UK

Subsidiary (Zixiang Technology Development Co., Ltd.) reduced its capital to 400,000,000 NTD

Subsidiary (Huachen Insurance Co., Ltd.) reduced its capital to 200,600,000 NTD

Buy back treasury shares and cancel 150,000,000 NTD shares, reducing the share capital to 2,354,933,520 NTD

Acquired “Thin-type spherical lens” patent in USA and Taiwan

Garden courtyard lighting design awarded the national LED lighting application creative design competition masterpiece

5

2007

Acquired “Thin-type spherical lens” patent in USA, UK, and Taiwan Acquired “Rotary sensor switch module mechanical design” and “Sensor switch module mechanical design” patent in China Acquired “Reflector mechanism improvement” patent in UK Obtained a British invention patent for thinning spherical lens Obtained Chinese invention patent for knob photosensitive switch structure Obtained a US invention patent for thinning spherical lens. Buy back treasury shares and cancel 25,000,000 NTD shares, and the paid-in capital after cancellation is 2,329,933,520 NTD

Invested in Japan Everspring as a sales location in Asia. Obtained Taiwan invention patent for thin spherical lens Obtained Chinese invention patent for photosensitive module switch structure Buy back treasury shares and cancel the shares of 44,900,000 NTD, and the paid-in capital after cancellation is 2,285,033,520 NTD

Subsidiary company “Phase Electronics (UK) Ltd.” founded in UK

2008

Buy back treasury shares and cancel 40,000,000 NTD shares, reducing the share capital to 2,245,033,520 NTD Subsidiary (Zixiang Technology Development Co., Ltd.) reduced its capital to 325,000,000 NTD

Acquired “Thin-type spherical lens” patent in China Disposal of all equity of the subsidiary in Japan

The company’s investee company UK Response Electronics PLC completed the dissolution and liquidation procedures Reinvested through a subsidiary (Xinyun) (Ningbo Guanglian Electronics Co., Ltd.)

2009

Buy back treasury shares and cancel 60,000,000 NTD shares, reducing the share capital to 2,185,033,520 NTD

Buy back treasury shares and cancel 17,800,000 NTD shares, reducing the share capital to 2,167,233,520 NTD

Obtained Chinese invention patent for sensor

2010

Buy back treasury shares and cancel the shares 14,200,000 NTD, reduce the share capital to 2,153,033,520 NTD

Acquired “Remote control security supervisory control apparatus” patent in USA and Japan Investment (Tongsheng Development and Construction Co., Ltd.) 88,000,000 NTD The Tucheng office was renovated and moved to (3rd Floor, No. 50, Section 1, Chungwha Road, Tucheng District, New Taipei City) to continue business

2011

Acquired “Motion sensor system with motor-actuated detection unit” patent in EU Subsidiary company “Homewow Property Management Consulting Co.,Ltd.” founded in Taiwan

2012

Acquired “Motion sensor system with motor-actuated detection unit” patent in USA Acquired “Electronic device control with IR sensing” patent in Taiwan Acquired “Remote control security supervisory control apparatus” patent in China Acquired an invention patent for the sensing method of the sensor in China Acquired an invention patent for the sensing method of the sensor in Japan Acquired the agency rights of American DA Lubricant Company in 13 countries in Asia Subsidiary (Huachen Security Co., Ltd.) reinvested (Huachen Apartment Building Management and Maintenance Co., Ltd.)

6

2013

Acquired an invention patent for the sensor and its applied sensing device and its sensing method in

Taiwan

Acquired an invention patent for remote control security monitoring method in Israel Everspring Bahamas, a subsidiary of the company, completes liquidation procedures Subsidiary company (Dongguan Liyuan) reinvested (Suzhou Ma Liqiang Lubricant Co., Ltd.) Subsidiary Zixiang Technology Development Co., Ltd. reduced its capital to 141,167,180 NTD

Subsidiary (Huachen Insurance Co., Ltd.) surplus capital increased to 212,636,000 NTD Acquired an invention patent for lighting equipment startup control methodin USA Acquired an invention patent for lighting equipment startup control method in China The wireless remote control smart socket (AN158) awarded the Golden Pin Design Mini door and window magnetic reed sensor (HSM02) awarded the Golden Point Design Home wireless gateway (SC101) awarded the Golden Point Design Security Control Multimedia AV Host (ZH001) awarded the Golden Pin Design

2014

Acquired an invention patent for remote control security monitoring method in EU Acquired an invention patent for property management method and its management system in Taiwan

Acquired an invention patent for thin spherical lens in Germany Acquired an invention patent for lighting equipment startup control method in Taiwan Acquired an invention patent for property management methods and management systems in China

Acquired an invention patent for the combined light bulb heat dissipation structure in UK Acquired an invention patent for the combined light bulb heat dissipation structure in USA Ranked among asmag's "2014 Top Security 50" global top 50 security vendors

2015

Obtained a mainland invention patent for personnel monitoring system and method Obtained Taiwan invention patent for personnel monitoring system and method Obtained Taiwan invention patent for wireless monitoring method and device Obtained Japanese invention patent for wireless monitoring method and device The company's subsidiary (Heli Capital Service Co., Ltd.) completed the liquidation process Won the "Excellent Exhibitor Image Award" at the 27th Taipei International Building Materials and Products Exhibition

Won the Platinum Award in the "Design and System Product Category" of the 2015 Taiwan Excellent Smart Green Building and System Product Award Awarded the 2015 “TIBA Platinum of System Awards”

2016

Obtain a device for measuring power consumption, a device and method for non-contact measurement of power supply status-Obtained a Taiwan invention patent

Obtained a device and method for detecting the location of a heat source-Obtained a Taiwan invention patent

Won the 2016 “APIGBA Gold of System Awards”

2017

The company's subsidiary (Homewow Property Management Consulting Co.,Ltd.) completed the liquidation procedure

The company's subsidiary (Zi Sheng International Investment Co., Ltd.) was renamed (Zi Sheng Wisdom Technology Co., Ltd.)

Obtained a US invention patent for wireless monitoring method and device Obtained a mainland invention patent for wireless monitoring method and device Obtained EU invention patent for wireless monitoring method and device

Cancellation and buy back 12,817,500 NTD of treasury shares, and the share capital is reduced to 2,140,216,020 NTD

Awarded the Diamond Level of the Green Building Mark of the Ministry of the Interior

7

2018

Acquired an invention patent for a device and method for detecting the location of a heat source in Japan

Passed ISO 9001 quality management system verification

Awarded the Diamond Level of the Smart Building Mark of the Ministry of the Interior Mainland China (Liyuan Factory) passed ISO14001 environmental management system and ISO9001 quality management system dual certification

Subsidiary Zixiang Technology Development Co., Ltd. reduced its capital to 28,167,180 NTD Obtaining a device for measuring power consumption, a device and method for non-contact measuring power supply status, U.S. invention patent

Acquired a U.S. invention patent for a device and method for detecting the location of a heat source

Everspring Group's subsidiary (Huachen Security) and (Risheng Security) have established a strategic alliance to carry out professional division of labor and in-depth cooperation on various businesses

Appraised and passed the corporate version of the TTQS Talent Development Quality Management System by the Labor Development Agency of the Ministry of Labor

2019

Obtained a mainland invention patent for a device and method for detecting the location of a heat source (Ningbo Guanglian) acquired (Suzhou Ma Liqiang Lubricant Co., Ltd.) from (Dongguan Liyuan)

(Ningbo Guanglian) Reinvestment (Dongguan Fengcheng Intelligent Technology Co., Ltd.)

2020

Obtained EU invention patents for devices for measuring power consumption, devices and methods for non-contact measurement of power supply conditions Obtained an EU invention patent for a device and method for detecting the location of a heat source Obtained the mainland design patent of the sensor Obtained the mainland design patent of the lighting lamp

Simple merger of the company and subsidiary Zixiang Technology Development Co., Ltd. (Dongguan Fengcheng) obtained (Suzhou Ma Liqiang Lubricant Co., Ltd.) from (Ningbo Guanglian)

Singapore Everspring obtained (Dongguan Fengcheng Intelligent Technology Co., Ltd.) from (Ningbo Guanglian)

2021

Disposal of all the shares of the subsidiary (Dongguan Liyuan Electronics Co., Ltd.) through Everspring, Singapore

8

III. Corporate Governance Report

3.1 Organizations

(i) Organization Chart

==> picture [641 x 481] intentionally omitted <==

9

(ii) Operating Functions of Each Main Department

Department Department Main Responsibilities/JobDescription
Audit Office The main responsibility is to investigate and evaluate the deficiencies of the internal control
system and measure the efficiency of operations, provide timely improvement suggestions to
ensure the continuous and effective implementation of the internal control system, and assist the
board of directors and management to fulfill their responsibilities. The organization is
subordinate to the board of directors, adopts independent full-time internal audits, conducts
regular and irregular business audits, financial audits, etc., to accurately assess the integrity,
rationality and effectiveness of the compliance of the internal control system.
Chairman Room Special assistance to the group with operating teams such as finance, legal affairs, and business
planning.
Spokesman/Management
Representative


Planning and execution of public relations activities, media contacts and other related matters.
Ensure that the processes required for the quality management system have been established,
implemented and maintained, and report the performance of the quality management system and
any needs for improvement to the senior management to ensure that the organization fully
recognizes the requirements of customers.
Business
Dev.Center
Smart home and
business system
In charge of the system service and product development strategy, sales strategy, promotion plan,
setting, execution, and acceptance of business goals for the development of smart home and
business systems. Observation and information collection of market trends and needs,
understanding and analysis of competitors, and setting and adjusting strategic directions. Market
development and development management, establish short-, medium- and long-term market
partnership customers, and deepen the market. In accordance with the sales strategy and
promotion plan, mobilize the business for market development and operation.
Marketing Manage and execute the company's overall marketing strategy, product planning, exhibition and
other planning and marketing operations.
Product Dev. Center Hardware In charge of planning and supervising the development plan of new products and new
technologies related to system and device hardware, implementing technology cooperation
transfer and controlling R&D progress, benefits and resource allocation.
Software In charge of planning and supervising the development plan of new products and new
technologies related to smart system/device software, implementation of technology cooperation
transfer and control of R&D progress, benefits and resource allocation.
DQA In charge of safety application, reliability verification, quality control, etc., participate in product
design, product reliability and environmental testing at all stages, confirm the functionality,
compatibility, and stability of the product during the research and development period, and
process and analyze the reasons for customer complaints and related issues.
Technical
Document
Management
In charge of the product drawing management, formulating product and material information
confidentiality control, and studying the maintenance and file creation of product and material
parts information.
Product Planning
Center
Product
Planning &
Management
Responsible for product planning and management, product marketing strategy formulation,
product quality and cost considerations, coordination and integration of product development
related matters in various departments, market research and sample statistical analysis.
Operation &
Sales Service
Responsible for assisting the business team in solving system abnormalities encountered during
the sales process and providing after-sales technical support, Ticket system maintenance and
management, problem response and tracking, RMA execution management problem analysis and
tracking and resolution, FAE management system planning and establishment.
Business Mgt. Center HR In charge of human resource management strategy planning, recruitment and selection, job
promotion, establishment of salary and reward system, talent development planning and retention
of talents and other management tasks.
Admin. Mgt.
Responsible for the general procurement, administrative affairs processing, and fixed asset repair,
maintenance, and management.
Finance Responsible for the company's financial planning, financing scheduling, reinvestment business
management, stock operations, accounting processing, financial statement preparation and
analysis, tax processing operations, and annual budgets.
MIS Computer hardware equipment and network management, computer troubleshooting, software
programming, development operations and other operations. Responsible for the management
and maintenance of the group's network and call systems, software and hardware equipment, and
the planning, development, maintenance and system integration of various application systems
required.
Manufactue Material Responsible for production material status, production and shipment scheduling, inventory
control and planning, and formulating company procurement strategies, supervising the
procurement process and signing of procurement contracts, and maintaining a reasonable
bargaining system. At the same time, it is responsible for material procurement management and
outsourcing operations and vendor management.
Production In charge of the production material status and scheduling work of the mainland manufacturing
plant (Fengcheng Intelligent).

10

3.2 Information of Directors, Supervisors and Management Team

1. Information Information Information of Directors of Directors of Directors 2021/04/30 2021/04/30 2021/04/30 2021/04/30
Title Nationality
or Place of Registration
Name Gender Date of Assumption of
Duty (Selection)
Term Date of First Election Shares Held at the
Date of Selection
Current Shares Held Current Shares Held
by by Spouse and
Minor Children
Shares Held
under the
Names of
Others
Major
Experiences
(Education
Background)
Current Position in This Company and
Other Companies
With Spouse or a Relative
Within the Second Degree
of Kinship Who Are a
Director or Supervisor
Number of
Shares
Shareholding
Ratio
Number of
Shares
Shareholding
Ratio
Number of
Shares
Shareholding
Ratio
Number. of
shares
Shareholding
Ratio
Title Name Relationship
Chairman Taiwan Nally Chang F 2019.06.20 3 1980.04.16 32,450,492
15.16

32,450,492

15.16

16,464,637

7.69

0

0

Department of
Business
Management,
Sussex College,
UK
Chairman of
Everspring
Everspring General Manager
Legal representative director and chairman of
Worldtrend Security Co. Ltd.
Chairman and General Manager of Singapore
Yunchen
Legal person director representative of Zisheng
Wisdom Technology Co., Ltd.
Representative Director, Chairman and General
Manager of American Yunchen Corporation
Representative of the legal person director of
Huanchen Technology Co., Ltd.
Representative of the legal person director of
Keya Biotechnology Co., Ltd.
Representative of the legal person director of
Tongsheng Development and Construction Co.,
Ltd.
Legal person director representative and
chairman of Huachen Apartment Building
Management and Maintenance Co., Ltd.
Director of Suzhou Ma Liqiang Lubricant Co.,
Ltd.
Director Huang
Ziliang
spouse
Director Taiwan Kao Yonghwa M 2019.06.20 3 1980.04.16 13,442,914
6.28

13,442,914

6.28

2,769,506

1.29

0

0

Mingzhi
Engineering
College
Engineering
Department
General
Manager of
Worldtrend
Security Co.,
Ltd.
Legal representative director and general
manager of Worldtrend Security Co.,
Ltd.
Legal person director representative of
Zisheng Wisdom Technology Co., Ltd.
Representative of Director of American
Yunchen Corporation
Legal person supervisor representative of
Tongsheng Development and
Construction Co., Ltd.
Representative of the legal person
director of Huachen Apartment Building
Management and Maintenance Co., Ltd.
Director of Dongguan Fengcheng
Intelligent TechnologyCo.,Ltd.
NA NA NA

11

Title Nationality
or Place of Registration
Name Gender Date of Assumption of Duty
(Selection)
Term Date of First Selection Shares Held at the Date of
Selection
Shares Held at the Date of
Selection
Current Shares Held Current Shares Held Current Shares Held by by
Spouse and Minor
Children
Current Shares Held by by
Spouse and Minor
Children
Shares Held
under the Names
of Others
Shares Held
under the Names
of Others
Major
Experiences
(Education
Background)
Current Position in This Company and Other
Companies
With Spouse or a Relative
Within the Second Degree
of Kinship Who Are a
Director or Supervisor
With Spouse or a Relative
Within the Second Degree
of Kinship Who Are a
Director or Supervisor
With Spouse or a Relative
Within the Second Degree
of Kinship Who Are a
Director or Supervisor
Number of
Shares
Shareholdin
g Ratio
Number of
Shares
Shareholdin
g Ratio
Number. of
shares
Shareholdin
g Ratio
Number. of
shares
Shareholdin
g Ratio
Title Name Relationship
Director Taiwan Huang
Ziliang
M 2019.06.20 3 1980.04.16 16,464,637
7.69

16,464,637

7.69

32,450,492

15.16

0

0

Department of
Tourism,
Chinese Culture
University
Chairman of Xu
Chai Financial
Consulting Co.,
Ltd.
~~Legal representative director of Worldtrend~~
Security Co., Ltd.
Corporate Director Representative and
Chairman of Zisheng Wisdom Technology
Co., Ltd.
Chairman of Xu Chai Financial Consulting
Co., Ltd.
Representative of the legal person director of
Keya Biotechnology Co., Ltd.
Director of Tongfu Development and
Construction Co., Ltd.
Chairman of Tongchuang Investment Holdings
Co., Ltd.
Representative of the legal person director of
Huachen Apartment Building Management and
Maintenance Co., Ltd.
Supervisor of Suzhou Ma Liqiang Lubricant
Co., Ltd.

Chairman
Nally Chang spouse
IIndependent Director Taiwan Chen
Yifeng
M 2019.06.20 3 2016.06.21 0
0

0

0

5,000

0

0

0

PhD, Institute of
Electronics,
National Taiwan
University of
Science and
Technology
Director of Radio
Frequency
Measurement
Center, Jingwen
University of
Science and
Technology
Professor of Department of Electronic Engineering
and Dean of School of Electrical Engineering and
Resources, Jingwen University of Science and
Technology
Director of Radio Frequency Measurement Center,
Jingwen University of Science and Technology
NA NA NA
IIndependent
Director
Taiwan Chang
Jinchen
g
M 2019.06.20 3 2001.06.14 0
0

0

0

0

0

0

0


Master
of
University
of
London, UK,
National
Taiwan
University
Law
Department
Legislator




Member of the Company's Salary and Compensation
Committee
Member of the Audit Committee of the Company
NA NA NA
IIndependent
Director
Taiwan Hong
Peipei
F 2019.06.20 3 2001.06.14 291,095
0.14

291,095

0.14

0

0

0

0

PhD in Materials
Engineering,
University of
Cincinnati
Researcher of the
Executive Yuan
Labor Committee
Adjunct Associate Professor of Chung Yuan Christian
University
Director of Deming University of Finance and
Technology
Member of the Company's Salary and Compensation
Committee
Member of the Audit Committee of the Company



NA
NA NA
IIndependent Director Taiwan Lee
Bishu
F 2019.06.20 3 2019.06.20 0
0

0

0

0

0

0

0

National Taiwan
University Master
of Business
Administration
Deputy General
Manager of
Zicheng United
Certified Public
Accountants
Chairman of Yuchen Management Consulting Co.,
Ltd.
Independent Director and Remuneration Committee
Member of Hongpu Construction Co., Ltd.
Remuneration Committee Member of Xinli Chemical
Co., Ltd.
Financial Advisor of Dajiang Biomedical Co., Ltd.
Supervisor of Water Element Life Co., Ltd.
Supervisor of Yongjiang Investment Co., Ltd.
Representative of corporate director of Dajiang
Biomedical Co., Ltd.
Member of the Audit Committee of the Company
NA NA NA
  1. If the director or supervisor is a representative of a legal person shareholder, the name of the legal person shareholder and the

  2. shareholder's shareholding ratio of the legal person accounted for the names of the top ten shareholders and their shareholding ratio: Not applicable.

12

3. Information of Directors

Requirements
Name
Whether work experience of over 5 years and
professional qualifications below are equipped
Whether work experience of over 5 years and
professional qualifications below are equipped
Whether work experience of over 5 years and
professional qualifications below are equipped
Conformity to Independence (Note) Conformity to Independence (Note) Conformity to Independence (Note) Conformity to Independence (Note) Conformity to Independence (Note) Conformity to Independence (Note) Conformity to Independence (Note) Conformity to Independence (Note) Conformity to Independence (Note) Conformity to Independence (Note) Conformity to Independence (Note) Conformity to Independence (Note) Number of
independent
directors
concurrently
serving as
other public
offering
companies

The title ranks
above lecturer in
department of
commerce, law,
accounting or
related to
company business
public and private
universities and
colleges.



Judge, procurator,
lawyer, accountant
or professional
technical
personnel (having
national
certificates)
related to company
business



Work
experien ce
in commerc
e, law,
finance, or
accounti ng
or required
by company
business
1 2 3 4 5 6 7 8 9 10 11 12
NallyChang ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0
Kao Yonghua ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0
HuangZiliang ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0
Chen Yifeng ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0
ChangJincheng ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0
HongPeipei ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0
Li Bishu ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 1

Directors and supervisors who meet the following conditions during the two years prior to election and during their tenure of office, please mark "✓" in the space below each condition code:

  • (1) Not an employee of the Company or other affiliates;

  • (2) Not a director or supervisor of the Company (the same does not apply if the person is an independent director of the parent company or subsidiaries where the company have over 50% voting shares directly or indirectly);

  • (3) Non-self and his spouse, minor children, or other natural person shareholders who hold more than 1% of the total issued shares of the company in the name of others or the top ten shareholders.

  • (4) Not managers listed in (1) or the spouse of personnel listed in (2), (3), relatives within the second degree, or the blood relatives within the third degree.

  • (5) Not directors, supervisors or directors of corporate shareholders who directly hold more than 5% of the company's total issued shares, top five shareholders, or appointed representatives to act as company directors or supervisors in accordance with paragraph 1 or 2 of Article 27 of the Company Act (but if the independent directors established by the company and its parent company, subsidiary company or subsidiary of the same parent company in accordance with this law or local national laws and regulations are concurrently held by each other, it is not limited to this).

  • (6) Not directors, supervisors or employees of other companies who are controlled by the same person as many than half of the shares or voting rights (but if the independent directors established by the company and its parent company, subsidiary company or subsidiary of the same parent company in accordance with this law or local national laws and regulations are concurrently held by each other, it is not limited to this)

  • (7) Not directors, supervisors, or employees of other companies or institutions that are the same person or spouse with the company ’s chairman, general manager or equivalent (but if the independent directors established by the company and its parent company, subsidiary company or subsidiary of the same parent company in accordance with this law or local national laws and regulations are concurrently held by each other, it is not limited to this)

  • (8) Not directors, supervisors, managers or shareholders of specific companies or institutions that do not have financial or business dealings with the company or holding more than 5% of shares (but if specific companies or institutions hold more than 20% but not more than 50% of issued company shares, and the independent directors established by the company and its parent company, subsidiary company or subsidiary company of the same parent company in accordance with this law or local national laws and regulations concurrently serve each other, this limit shall not apply).

  • (9) Not professionals, sole proprietorships, partnerships, companies or institutions that do not provide audits for companies or related companies or business, legal, financial, accounting and other related services that do not exceed NT $ 500,000 in cumulative compensation in the past two years Business owners, partners, directors (directors), supervisors (supervisors), managers and their spouses. However, members of the Salary and Compensation Committee, Public Acquisition Review Committee, or M&A Special Committee that perform their duties in accordance with the relevant laws and regulations of the Securities Exchange Act or the Corporate M&A Act are not limited to this.

  • (10) Not the spouse or a relative within the second degree of kinship of any other director of the Company.

  • (11) Not being involved in any of the situations set forth in Article 30 of the Company Act.

  • (12) Not a government agency, corporation, or its representative set forth in Article 27 of the Company Act.

13

5. Information of General Managers, Vice General Managers, Assistant Managers, and Directors of Departments and Branches

2021/04/30

Title National
ity or
Registrat
ion
Place
Name Gender Date of
Assumption
of Duty
Shares Held Shares Held Shares Held Now by Spouse
and Minor Children
Shares Held Now by Spouse
and Minor Children
Shares H
the Na
Oth
eld under
mes of
ers
Main Experiences (Education
Background)
Posts Held in Other Companies Now Managers with
spouse or second
relative relationship
Managers with
spouse or second
relative relationship
Managers with
spouse or second
relative relationship
Remark
Number of Shares Sharehol
ding
Ratio
Number of Shares Sharehol
ding
Ratio
Number
of
Shares
Sharehol
ding
Ratio

Title

Name

Relatio
ns
Chairman & GM Taiwan Nally Chang F 2017.02 32,450,492
15.16

16,464,637

7.69

0

0

Department of Business Management,
Sussex College, UK
Chairman of Everspring
Representative and Chairman of the Board of Directors of
Worldtrend Security (Stock) Company
Chairman and General Manager of Everspring, Singapore
Representative of the legal person director of Zisheng Wisdom
Technology Co., Ltd.
US Everspring corporate director representative and chairman
and general manager
Representative of the legal person director of Huanchen
Technology Co., Ltd.
Representative of the legal person director of Kea
Biotechnology Co., Ltd.
Representative of the legal person director of Tongsheng
Development and Construction Co., Ltd.
Representative and Chairman of the Board of Directors of
Huachen Apartment Building Management and Maintenance
(Stock) Company
Director of Suzhou Ma Liqiang Lubricant Co., Ltd.
NA NA NA Note 1
Senior
Associate,
Career
Development
Center
Taiwan Ju Junhao M 2016.05 30,000 0.01
0

0

0

0

Department of Spanish, Tamkang
University
Business Associate of Shengtai
Technology
Haozhan Medical Technology
Business Manager
Gateway International Business
Manager

NA
NA NA NA NA
Associate
of
Product
Planning
Center
Taiwan Wang
Hsinhua
M 2011.02 30,000 0.01
0

0

0

0

Department of Business Management, Ming
Chuan University
Business Specialist of Yichang Company
Business Specialist of Tailin Company
NA NA NA NA NA
Intelligent
System
Software
Associate
Taiwan Chiu
Wenzong
M 2020.03 0 0
0

0

0

0

Department of Electrical Engineering,
Cultural University
Haoqing Technology Associate
Senior R&D Manager of Acer
NA NA NA NA NA
Associate of
Career
Management
Center and
concurrently
as Financial
Manager
Taiwan Lu Lizhu F 2018.08 20,000 0.01
0

0

0

0

Department of Business Administration,
Preston University
Spokesperson of Everspring
Corporate Director Representative of Zisheng Wisdom
Technology Co., Ltd.
Corporate Director Representative of Tongsheng Development
and Construction Co., Ltd.
Representative of the legal person supervisor of Worldtrend
Security Co., Ltd.
Representative of legal person supervisor of Huachen
Apartment Building Management and Maintenance Co., Ltd.
NA NA NA NA
Accountant
Supervisor
Taiwan Lee Hsiuting F 2021.03 0 0
0

0

0

0

Master of Accounting, Chung Yuan
Christian University
Financial Manager of Ivy League Life
Sciences
Deloitte Audit Assistant Manager

NA
NA NA NA NA
Audit Supervisor
Taiwan
Zeng Yuling
F
2008.05
3,090
0

0

0

0

0

Department of Finance, Zhili Institute of
Technology
Assistant Manager of Finance Department of
Worldtrend Security


NA
NA NA NA NA

~~Note 1: The chairman of the company Nally Chang also serves as the general manager. The response measures are as follows: the company will actively search~~ for suitable candidates for the general manager. If the chairman and general manager of the company are still the same person before December 31, 112, the company will follow the law There are no less than four independent directors.

14

3.3 Remuneration of Directors, Supervisors, General Managers and Deputy General Managers in the Most Recent Years

(1) Remunerations of Directors (Including Independent Directors) 2020/12/31 Unit: Thousand NTD

Title Name Directors’ Remuneration Directors’ Remuneration Directors’ Remuneration Directors’ Remuneration Directors’ Remuneration Directors’ Remuneration Directors’ Remuneration Directors’ Remuneration Ratio of the Total
Remuneration
(A+B+C+D) to Net
Profit After Tax (%)
Ratio of the Total
Remuneration
(A+B+C+D) to Net
Profit After Tax (%)
Relevant Remuneration Received by Dire Relevant Remuneration Received by Dire Relevant Remuneration Received by Dire Relevant Remuneration Received by Dire ctors Who Are Also Employees ctors Who Are Also Employees ctors Who Are Also Employees ctors Who Are Also Employees Ratio of Total
Compensation
(A+B+C+D+E+F+ G) to
Net Profit After Tax (%)
Ratio of Total
Compensation
(A+B+C+D+E+F+ G) to
Net Profit After Tax (%)
Compensat
ion Paid to
Directors
from
Reinvestm
ent
Business
Other than
the
Company’s
Subsidiary
Remuneration (A) Pension (B) Directors’
Remuneration
(C)
Business Affairs Expense
(D)

Salary, Bonus and
Special
Disbursement (E)
(Note 2)

Pension (F)

Employee Remuneration (G)
(Note 3)
This
Compan
y
All
Compani
es in the
Financial
Report
This
Compan
y

All
Compani
es in the
Financial
Report
This
Compan
y
All
Compani
es in the
Financial
Report
This
Compan
y
All
Compani
es in the
Financial
Report
This
Compan
y
All
Compani
es in the
Financial
Report
This
Compan
y
All
Compani
es in the
Financial
Report
This
Compan
y
All
Compani
es in the
Financial
Report
This Company All Companies in
the Financial
Report
This Company All Companies
in the Financial
Report
Cash $ Shares $ Cash $ Shares
$
Chairman Nally Chang 0 0 0 0 0 0 106 138 0.05% 0.07% 0 0 0 0 0 0 0 0 0.05% 0.07% 167
Director Kao
Yongwha
0 0 0 0 0 0 106 138 0.05% 0.07% 0 1,315 0 0 0 0 0 0 0.05% 0.74% 0
Director Huang
Ziliang
0 0 0 0 0 0 100 108 0.05% 0.06% 0 0 0 0 0 0 0 0 0.05% 0.06% 162
Director Che Yifeng 0 0 0 0 0 0 106 106 0.05% 0.05% 0 0 0 0 0 0 0 0 0.05% 0.05% 0
Independent
Director
o
Hong Peipei 0 0 0 0 0 0 412 412 0.21% 0.21% 0 0 0 0 0 0 0 0 0.21% 0.21% 0
Independent Direct
o
Chang
Jincheng
0 0 0 0 0 0 412 412 0.21% 0.21% 0 0 0 0 0 0 0 0 0.21% 0.21% 0
Independent Direct
Lee Bishu
0
0
0
0
0
0
392
392
0.20%
0.20%
0
0
0
0
0
0
0
0
0.20%
0.20%
~~1.Please state the policy, system, standards and structure of independent directors ’remuneration payment, and describe the relevance to the amount of remuneration according to the responsibilities, risks, time invested and other factors: The remuneration of~~
independent directors of the company refers to the company's overall operating performance, future risks and development trends of the industry, and also refers to the results of the performance evaluation standards and the contribution to the company to give
reasonable remuneration. The salary and compensation committee makes recommendations to the board of directors for resolution.
2.In addition to the disclosures in the above table, the directors of the company have received remuneration for providing services for all companies in the financial report (such as serving as consultants for non-employees) in the most recent year: None

15

Remuneration Interval

Remuneration Interval
Interval of Remunerations of Directors Name of Directors
Total of First Four Remunerations(A+B+C+D) Total of Latter Seven Remunerations(A+B+C+D+E+F+G)
This Company All Companies in the Financial Report H This Company All Companies in the Financial Report I
Below NT$ 1,000,000 Nally Chang、Kao Yonghua、Huang
Ziliang、Chen Yifeng、Hong Peipei、
Chang Jincheng、
Lee Bishu
Nally Chang、Kao Yonghua、Huang
Ziliang、
Chen Yifeng、Hong Peipei、Chang
Jincheng、
Lee Bishu
Nally Chang、Kao Yonghua、Huang
Ziliang、Chen Yifeng、Hong Peipei、
Chang Jincheng、
Lee Bishu
Nally Chang、Huang Ziliang、Chen
Yifeng、Hong Peipei、Chang Jincheng、
Lee Bishu、
1,000,000(Including)~2,000,000(Excluding) 0 0 0 Kao Yonghua
2,000,000(Including)~3,500,000(Excluding) 0 0 0 0
3,500,000(Including)~5,000,000(Excluding) 0 0 0 0
5,000,000(Including)~10,000,000(Excluding) 0 0 0 0
10,000,000 (Including)~15,000,000 (Excluding) 0 0 0 0
15,000,000 (Including)~30,000,000 (Excluding) 0 0 0 0
30,000,000(Including)~50,000,000(Excluding) 0 0 0 0
50,000,000 (Including)~100,000,000 (Excluding) 0 0 0 0
Above NT$100,000,000 0 0 0 0
Total 7 7 7 7

(2) Supervisor's remuneration: Not applicable (the audit committee has been set up)

(3) Remuneration of General Managers, and Vice General Managers (3) Remuneration of General Managers, and Vice General Managers (3) Remuneration of General Managers, and Vice General Managers (3) Remuneration of General Managers, and Vice General Managers (3) Remuneration of General Managers, and Vice General Managers (3) Remuneration of General Managers, and Vice General Managers (3) Remuneration of General Managers, and Vice General Managers (3) Remuneration of General Managers, and Vice General Managers 2020/12/31 Unit: Thousand NTD 2020/12/31 Unit: Thousand NTD 2020/12/31 Unit: Thousand NTD
Title Name Remuneration (A) Pension (B) Bonus and Special
Disbursement (C)
Employee remuneration (D) Ratio of the Total
Remuneration (A+B+C+D) to
Net Profit After Tax(%)
Compensation
Paid from
Reinvestment
Business Other
than the
Company’s
Subsidiary
This
Compa
ny
All
Companie
s in the
Financial
Report
This
Compan
y
All
Companie
s in the
Financial
Report
This
Compan
y
All
Companie
s in the
Financial
Report
This Company All Companies
in the Financial
Report
This
Company
All Companies
in the Financial
Report
Cash $ Shares
$
Cash $ Shares
$
GM (Note 1) Nally Chang 0 0 0 0 106 138 0 0 0 0 0.05% 0.07% 167

Note 1: The remuneration of Chairman Nally Chang concurrently as the general manager (all directors’ remuneration; no additional general manager’s remuneration)

16

Remuneration Interval

Remuneration Interval
Remuneration levels paid to each general manager and
deputy general manager of the company
Name of GM & VP
This Company All companies in the financial report E
Below NT$ 1,000,000 NallyChang NallyChang
1,000,000(Including)~2,000,000(Excluding) 0 0
2,000,000(Including)~3,500,000(Excluding) 0 0
3,500,000(Including)~5,000,000(Excluding) 0 0
5,000,000(Including)~10,000,000(Excluding) 0 0
10,000,000(Including)~15,000,000(Excluding) 0 0
15,000,000(Including)~30,000,000(Excluding) 0 0
30,000,000(Including)~50,000,000(Excluding) 0 0
50,000,000(Including)~100,000,000(Excluding) 0 0
Above NT$ 100,000,000 0 0
Total 1 1

(4) The remuneration of the top five executives of the company (individual disclosure of names and remuneration methods)

2020/12/31 Unit: Thousand NTD

Title Name Salary (A) Salary (A) Pension (B) Pension (B) Bonus and Special
Disbursement (C)
Bonus and Special
Disbursement (C)
Employee remuneration (D) Employee remuneration (D) Employee remuneration (D) Employee remuneration (D) Ratio of the Total
Remuneration (A+B+C+D)
to Net Profit After Tax (%)
Ratio of the Total
Remuneration (A+B+C+D)
to Net Profit After Tax (%)
Receive
remuneration
from a
subsidiary
company or
parent
company
This
company
All
Companies
in the
Financial
Report
This
company
All
Companies
in the
Financial
Report
This
company
All
Companies
in the
Financial
Report
This company All Companies in
the Financial
Report
This company All
Companies
in the
Financial
Report
Cash $ Shares $
Cash $

Shares $
Chairman (Note
1)
Nally
Chang
0
0
0
0
106
138
0 0 0 0 0.05%
0.07%
167
Senior Associate Ju Junhao 1,548 1,548 0 0 540 540 0 0 0 0 1.07% 1.07%
Associate Chiu
Wenzong
1,480 1,480 0 0 750 750 0 0 0 0 1.14% 1.14%
Associate
Lu Lizhu
1,092 1,092 0 0 278 278 0 0 0 0 0.70% 0.70%
Associate Wang
Hsinhua
1,074 1,074 0 0 120 120 0 0 0 0 0.61% 0.61%

Note 1: The remuneration for Chairman Nally Chang concurrently serving as the general manager (all directors’ remuneration; no additional general manager’s remuneration is paid). (5) The names and positions of the top ten persons before obtaining the employee stock options: none.

(6) The name of the manager who distributes employee compensation and the distribution situation: None (no employee compensation will be distributed in 2020).

17

  • (7) Compare and explain the analysis of the total remuneration paid to the directors, supervisors, general managers and deputy general managers of the company in the most recent two years by the company and all companies in the consolidated statement as a percentage of the net profit after tax, and explain the policy, standard and combination of remuneration. Procedures for determining remuneration and its relevance to business performance:

  • (a) The total remuneration paid to the directors, supervisors, general managers and deputy general managers of the company in the most recent two years accounted for the percentage of net profit after tax

Year 20 20 20 20 19 19
Title The total a
first four
remunera
mount of the
items of
tion paid
The ratio of t
first four items
afte
he total of the
to the net profit
r tax
Pay the total amount of
the first seven
remunerations (including
related remunerations
received by part-time
employees)
Proportion of th
first seven item
profit aft
e total of the
s in the net
er tax
The total am
first four
remunera
ount of the
items of
tion paid
The ratio of th
first four item
profit af
e total of the
s to the net
ter tax
Pay the total amount of
the first seven
remunerations (including
related remunerations
received by part-time
employees)
Proportion of
first seven it
profit
the total of the
ems in the net
after tax
This
company
All
companies
in the
consolidat
ed
statement
This
company
All
companies in
the
consolidated
statement
This
company
All
companies
in the
consolidat
ed
statement
This company All
companies
in the
consolidat
ed
statement
This
company
All
companies
in the
consolidat
ed
statement
This
company
All
companies
in the
consolidate
d statement
This
company
All
companies
in the
consolidat
ed
statement
This
company
All
companies in
the
consolidated
statement
Director 1,634 1,706 0.84% 0.87% 1,634 3,021 0.84% 1.55% 1,369 1,435 -0.76% -0.79% 1,369 2,824 -0.76% -1.56%
Supervisor
(Note 1)
- - - - - - - - 210 210 -0.12% -0.12% 210 210 -0.12% -0.12%
GM & VP
(Note 2)
106 138 0.05% 0.07% 106 138 0.05% 0.07% 86 105 -0.05% -0.06% 86 105 -0.05% -0.06%

Note 1: The supervisor of the company resigned after the re-election at the regular shareholders' meeting on June 20, 2019, and an audit committee was set up to replace relevant powers. Note 2: The remuneration of Chairman Nally Chang concurrently serving as the general manager (all directors’ remuneration; no additional general manager’s remuneration is paid)

  • (b) According to Article 21-1 of the company’s articles of association, when the chairman, directors and supervisors of the company perform their duties, regardless of the company’s operating profit or loss, the company may pay remuneration, and the remuneration authorizes the board of directors according to their degree of participation in the company’s operations and The value of contribution shall be agreed upon with reference to industry standards. If the company has surplus, it shall also distribute remuneration in accordance with Article 31 of the Articles of Association. The appointment, dismissal and remuneration of the general manager and deputy general managers shall be handled in accordance with Article 29 of the Company Law.

  • (c) The company's remuneration policy is based on the salary level of the position in the inter-industry market, the scope of the position in the company, and the contribution to the operating goal: the remuneration process is determined, in addition to referring to the company as a whole Operational performance also refers to individual performance achievement rate and contribution to company performance, and gives reasonable remuneration.

18

3.4 Corporate governance operation

(1) Information on the operation of the board of directors

2020 The board of directors met 5 times (A), and the directors attended as follows:

Title Nmae Actual number of
attendance B
Number of
delegates
attended
Number of
delegates
attended
Number of
delegates
attended
Actual attendance
【B/A】
Actual attendance
【B/A】
rate (%) Remark
Chairman Nally
Chang
5 0 100%
Director Huang
Ziliang
5 0 100%
Director Kao
Yonghua
5 0 100%
Director Chen Yifeng 5 0 100%
Independet
Director
Chang
Jincheng
5 0 100%
Independet
Director
Hong Peipei 5 0 100%
Independet
Director
Li Bishu 5 0 100%
t her matters to be recorded:
. If the operation of the board of directors is in any of the following circumstances, the date, period,
proposal content, all independent directors' opinions and the company's handling of independent
directors' opinions shall be stated:
(1) Matters listed in Article 14-3 of the Securities Exchange Act:
Please refer to the operation of the audit committee in this annual report. All independent directors of the
various proposals have no objections or reservations.
(2) In addition to the previous matters, other board meeting decisions that have been opposed or reserved by
independent directors and have records or written statements: no such circumstances.
2020 Independent directors of the board of directors object or reserved opinions: none.
2020 The company's handling of the opinions of independent directors: No, all directors passed without
objection.
. The implementation of the director’s recusal of the interested proposal shall state the name of the
director, the content of the proposal, the reason for the avoidance of interest and the circumstances
of participation in voting: no such circumstances.
. Information about the evaluation cycle and period, evaluation scope, method and evaluation
content of the self-evaluation of the board of directors:
Evaluation Evaluation period Evaluation scope Evaluation method Evaluation content
cycle
Execute once a 20201/1 Board performance evaluation Internal self-evaluation of 1. The degree of participation in the company's
year to
202012/31
the board operations.
2. Improve the quality of board decisions.
3. The composition and structure of the board of
directors.
4. The selection and continuing education of
directors.
5. Internal control.
Self-performance evaluation Board member 1. Master the company's goals and tasks.
of directors self-evaluation 2. Awareness of directors' responsibilities.
3. The degree of participation in the company's
operations.
4. Internal relationship management and
communication.
5. Professional and continuous education of
directors.
6. Internal control.
Committee functional Committee functional 1. The degree of participation in the company's
performance evaluation self-evaluation operations.
2. Recognition of the responsibilities of functional
committees.
3. Improve the decision-making quality of
functional committees.
4. Functional committee composition and member
selection.
5.Internalcontrol.

Other matters to be recorded:

  1. If the operation of the board of directors is in any of the following circumstances, the date, period, proposal content, all independent directors' opinions and the company's handling of independent directors' opinions shall be stated:

  2. The implementation of the director’s recusal of the interested proposal shall state the name of the director, the content of the proposal, the reason for the avoidance of interest and the circumstances of participation in voting: no such circumstances.

  3. Information about the evaluation cycle and period, evaluation scope, method and evaluation

The directors of the company and relevant members of the functional committees of the board of directors self-evaluate, and the 2020 performance evaluation results are as follows:

95 points for board performance evaluation, 97.4 points for performance evaluation of directors, 98 points for audit committee performance evaluation, and 100 points for remuneration committee have been sent to the board of directors for the first quarter of 2021 (3/24) to report the evaluation results.

19

  1. The objectives of strengthening the functions of the board of directors in the current year and the most recent year (such as setting up an audit committee, enhancing information transparency, etc.) and evaluation of implementation:

  2. (1) The current board of directors is composed of 7 directors (including 3 independent directors), all of whom have the financial, business and legal background and experience required by the company's operations. The operation of the board of directors follows the rules of procedure set by the company's board of directors. Independent directors can assist all shareholders in external supervision of the company, and can also provide professional advice to the company's management.

  3. (2) Each board meeting reports to the directors on the execution of the previous meeting and important financial and business reports, so that the board of directors can fully grasp the progress of the company's plan implementation and implement business decisions.

  4. (3) In order to strengthen corporate governance, the company has set up a salary and compensation committee and an audit committee, and the operation follows its organizational rules. In the future, other types of functional committees will also be set up depending on operational needs.

(2) Information on the operation of the audit committee:

  1. Operation of the Audit Committee

There are 3 members of the audit committee of the company, and independent director Li Bishu serves as the convener and chairman of the meeting.

The current (first) term of office of members: June 20, 2019 to June 19, 2022

The number of meetings of the Audit Committee in 2020 (A), the attendance of independent directors is as follows:

Title Nmae Actual number
of attendance B
Number of
delegates
attended
Actual attendance
rate (%)【B/A】
Remark
Independent
Director
Lee Bisu 4 0 100%
Independent
Director
Hong
payshan
4 0 100%
Independent
Director
Chang
Jinchen
4 0 100%

The working powers of the audit committee are as follows:

  1. Establish or amend the internal control system in accordance with Article 14-1 of the Securities and Exchange Law.

  2. Evaluation of the effectiveness of the internal control system.

  3. In accordance with the provisions of Article 36 of the Securities and Exchange Act, stipulate or amend the processing procedures for the acquisition or disposal of assets, derivative commodity transactions, capital loans to others, endorsements or guarantees for others.

  4. Matters involving the interests of the directors themselves.

  5. Major asset or derivative commodity transactions.

  6. Significant capital loans, endorsements or guarantees.

  7. Raising, issuing or private placement of equity securities.

  8. Appointment, dismissal or remuneration of certified public accountants.

  9. Appointment and removal of financial, accounting or internal audit supervisors.

  10. Annual financial report signed or stamped by the chairman, manager and accounting supervisor, and the second quarter financial report subject to verification by accountants.

  11. Other important matters specified by the company or the competent authority.

The main work priorities of the Audit Committee in 2020 are as follows:

  1. Change of certified accountant for financial statements.

  2. Financial statements for 2019 and the first quarter to the third quarter of 2020.

  3. Assess the remuneration of visa accountants, assess independence and competence.

  4. Revise "Operating Procedures and Check Points of Internal Control Cycle Operation" and "Organizational Rules of Audit Committee"

  5. Fund loans, liquidation and simple mergers to subsidiaries.

  6. Evaluate the effectiveness of the design and implementation of the internal control system.

  7. 2021 audit plan.

20

Other matters to be recorded:

  1. If the operation of the audit committee is in one of the following circumstances, the date, period, proposal content, resolution of the audit committee, and the company's handling of the audit committee’s opinions should be stated:
(1) Matters listed in Article 14-5 of the Securities Exchange Act (1) Matters listed in Article 14-5 of the Securities Exchange Act
Date Proposal content Audit
Committee
Resolution
Results
The company's
handling of the
audit
committee's
opinions
3rdmeeting of
the 1stsession
2020.3.25
1. Discuss the change of the company's financial statement
accountant.
2. Discuss the company's 2019 business report, individual
financial statements and consolidated financial statements.
3. Discuss the company's 2019 loss allocation plan.
4. Discuss the revision of the company's "Operating Procedures
and Check Points for Internal Control Cycle Operations".
5. Discuss the effectiveness of the company's 2019 internal
control self-assessment.
No Objection
Pass according to
the case
None, submitted
to the
company’s
board of
directors for
resolution
4thmeeting of
the 1stsession
2020.5.13
1. Discuss the consolidated financial report of the company and
its subsidiaries for the first quarter of 2020
2. Discuss the liquidation of PHASE ELECTRONICS (UK)
LIMITED, a subsidiary of the company
No Objection
Pass according to
the case
None, submitted
to the
company’s
board of
directors for
resolution
5thmeeting of
the 1stsession
2020.8.12
1. Discuss the consolidated financial report of the company and
its subsidiaries for the second quarter of 2020
2. Discuss the company's visa accountant and its remuneration
case.
3. Discuss the independence assessment of the company's
certified accountants.
No Objection
Pass according to
the case
None, submitted
to the
company’s
board of
directors for
resolution
6thmeeting of
the 1stsession
2020.11.11
1. Discuss the consolidated financial report of the company and
its subsidiaries for the third quarter of 2020.
2. Discuss the revision of the company’s “Organizational Rules
of Audit Committee”.
3. Discuss the company's 2021 internal audit plan.
4. Discuss the company's proposed capital loan and its subsidiary
Tongsheng Development and Construction Co., Ltd.
5. Discuss the simple merger of the company and its subsidiary
Zixiang Technology Development Co., Ltd.
No Objection
Pass according to
the case
None, submitted
to the
company’s
board of
directors for
resolution

(2) Except for the previous matters, other matters that have not been approved by the audit committee but have been agreed by more than two-thirds of all directors: no such circumstances.

  1. The implementation of the independent director's avoidance of the proposal of interest shall state the name of the independent director, the content of the proposal, the reason for the avoidance of interest and the circumstances of participation in voting: no such situation.

  2. Principles of communication between independent directors, internal audit supervisors and accountants:

(1) The head of internal audit submits a written report to independent directors on the implementation of internal audits, and submits a report on the implementation of the annual audit plan and internal control operations.

(2) The accountant meets with the independent board of directors from time to time to discuss the major findings and results of the current financial report, as well as other communication matters required by relevant laws and regulations.


and regulations.

and regulations.

and regulations.
Communication between independent directors, accountants and audit supervisors in 2020:
Date Communicator Communication focus Result
2020.12.16 Independent directors
and accountants
1. Check items in 2020
2. Key check items
3. Remote Work, Corporate Governance 3.0 and other
regulations related information
No
objection
) The head of internal audit submits a written report to independent directors on the implementation of internal
audits, and submits a report on the implementation of the annual audit plan and internal control operations.
) The accountant meets with the independent board of directors from time to time to discuss the major findings
and results of the current financial report, as well as other communication matters required by relevant laws
and regulations.
) The head of internal audit submits a written report to independent directors on the implementation of internal
audits, and submits a report on the implementation of the annual audit plan and internal control operations.
) The accountant meets with the independent board of directors from time to time to discuss the major findings
and results of the current financial report, as well as other communication matters required by relevant laws
and regulations.
) The head of internal audit submits a written report to independent directors on the implementation of internal
audits, and submits a report on the implementation of the annual audit plan and internal control operations.
) The accountant meets with the independent board of directors from time to time to discuss the major findings
and results of the current financial report, as well as other communication matters required by relevant laws
and regulations.
) The head of internal audit submits a written report to independent directors on the implementation of internal
audits, and submits a report on the implementation of the annual audit plan and internal control operations.
) The accountant meets with the independent board of directors from time to time to discuss the major findings
and results of the current financial report, as well as other communication matters required by relevant laws
and regulations.
Communication between independent directors, accountants and audit supervisors in 2020:

Date

Communicator

Communication focus
Result
2020.12.16 Independent directors
and accountants
1. Check items in 2020
2. Key check items
3. Remote Work, Corporate Governance 3.0 and other
regulations related information
No
objection
2020.12.16 Independent Director
and Head of Internal
Audit
1. 2020 Q3 internal audit business execution status
2. The latest publicity content and current affairs
information sharingbythe competent authority
No
objection

21

(3) Implementation of Corporate Governance and its Differences from Corporate

Governance Best Practice Principles for TWSE/GTSM Listed Companies and the Causes:

Evaluation Items Implementation Implementation Implementation Differences
from
Corporate
Governance
Best Practice
Principles for
TWSE/GTS M
Listed
Companies
and the Causes
Yes No Summary
1. Does the company set and disclose corporate
governance best practice principles according
to “Corporate Governance Best Practice
Principles for TWSE/GTSM Listed
Companies”?
This company sets its own “Corporate Governance Best
Practice Principles” according to “Corporate Governance Best
Practice Principles for TWSE/GTSM Listed Companies”;
there are no major differences between its implementation
and the principles it has set; it’ll continue to promote the
implementation of corporate governance according to relevant
provisions.


No major
difference
2. The Company’s shareholding structure and
stockholders’ equity
(1) Does the company establish an internal
operating procedure to deal with shareholders’
suggestions, doubts, disputes and litigations, and
treat them based on the procedure?
(2) Does the company possess the list of its major
shareholders as well as the ultimate owners of
those shareholders?
(3) Does the company establish and execute the
risk management and firewall mechanisms
between it and affiliated companies?
(4) Does the company formulate internal
regulations to prohibit insider trading?




1. The company has formulated the "Procedures for Handling
Internal Major Information", and has spokespersons and
stock staff as service windows for handling shareholder
suggestions or disputes.
2. The company reports monthly changes in equity held by
insiders (directors, supervisors, managers, and shareholders
holding more than 10% of the total shares), and announces
them on the public information observatory on the
designated website of the Securities and Futures Bureau.
3. The company’s internal control system has "Group
Subsidiary
Transaction
Regulations"
and
"Related
Regulations on Financial Business Between Related
Companies", which are used as operating standards for
financial and business transactions with related parties, and
"Subsidiary Supervision Operations" , Establish a complete
risk control and firewall between the affiliated companies.
4. In order to prevent the company's insiders from
accidentally touching or intentionally breaking the relevant
regulations of insider trading because they are not familiar
with laws and regulations, the company has specially
formulated
the
"Prevention
of
Insider
Transaction
Management Procedures" to prevent insider transactions,
protect investors and safeguard the rights and interests of
the company.




















No major
difference
3. Composition and Responsibilities of the Board
of Directors
(1) Does the Board develop and implement a
diversified policy for its members?
(2) Does the company voluntarily establish other
functional committees in addition to the
Remuneration
Committee
and
the
Audit
Committee?
(3) Does the company establish a standard to
measure the performance of the Board, and
implement it annually?
(4) Does the company regularly evaluate the
independence of CPAs?









1. The company considers the directors' professional
backgrounds covering industry knowledge, academics, law,
finance, accounting, management and other fields of
experts and talents when setting the composition of the
board of directors, and implements the diversification of
the composition of the board of directors. The company
also pays attention to gender equality in the composition of
the board of directors. According to the current scale of
operations and development needs, there are 7 directors
(including 3 independent directors). At present, 1 director
and 2 independent directors are women, and the proportion
of female directors is 42%. . See the table below (Note 1)
for the implementation of diversification by board
members.
2. The company was approved by the board of directors on
December 28, 2011 to establish the company’s salary and
remuneration committee. On June 20, 2019, the audit
committee was established in accordance with regulations;
although other functional committees have not been
voluntarily set up, the board of directors All major issues
can be fully discussed.
3. The company has formulated the "Board of Directors and
Functional Committee Performance Evaluation Measures"
and implements board performance evaluation once a year.
The evaluation methods include internal self-evaluation of
the board of directors, self-evaluation of directors, and
internal self-evaluation of functional committees.
4. The company regularly assesses the independence of the
accountant in accordance with the regulations by the board
of directors every year to check whether he is a director,


























No major
difference

22

Evaluation Items Implementation Implementation Implementation Differences
from
Corporate
Governance
Best Practice
Principles for
TWSE/GTS M
Listed
Companies
and the Causes
Yes No Summary
shareholder or salary of the company, and to confirm his
non-interested parties. In addition, the certified public
accountant shall avoid those who are directly or interested
in the matters to be handled by the accountant, and the
rotation of the accountant shall also be handled in
accordance with relevant regulations. On August 12, 2020,
the board of directors passed the company’s appointment of
Qinye Zhongxin
Certified Public
Accountants Xie
Mingzhong and Su Yuxiu, both of which meet the
independence evaluation criteria and are sufficient to serve
as certified accountants of the company. Please refer to the
2020 evaluation form of the Finance Department The
following table (note 2).











4. Do TWSE/GTSM Listed Companies set a
special unit or person for corporate
governance to be in charge of related
matters of corporate governance (including
but not limited to providing data needed by
directors and supervisors to perform
business, handling matters related to the
board meeting and shareholders’ meeting
according to law, registering the company
and changing the registration, and taking
minutes in the board meeting and
shareholders’ meeting)?
The company's finance department is a part-time unit of
corporate governance, responsible for corporate
governance-related matters. Including: handling matters
related to meetings of the board of directors and shareholders
meeting in accordance with the law, handling company
registration and change registration, preparing minutes of the
board of directors and shareholders meeting, and providing
information required by directors to perform their business.
According to law, it will be planned to set up corporate
governance officers by the end of June 2021.
No major
difference
5. Does the company establish a communication
channel and build a designated section on its
website for interested parties, and handle all the
issues they care for in terms of corporate social
responsibilities?
The company has spokespersons and stock staff to establish
communication channels with stakeholders; the company
website also has an investor area and contact information to
establish communication channels with stakeholders.
Stakeholder area: The company seeks to maintain a good
cooperative relationship with the stakeholders, in order to
achieve the protection of their rights through perfect
communication.
Stakeholders’ concerns and communication methods(note 3).
No major
difference
6. Does the company appoint a professional
shareholder service agency to deal with
shareholder affairs?
The company has entrusted the stock affairs agency
department of "Capital Securities Corporation" to handle the
affairs of the shareholders' meeting.
No major
difference
7. Information Disclosure
(1)Does the company have a corporate website to
disclose both financial standings and the status
of corporate governance?
(2)Does the company have other information
disclosure channels (e.g. building an English
website, appointing designated people to handle
information collection and disclosure, creating a
spokesman system, webcasting investor
conferences)?
(3)Does the Company announce and file its annual
financial report within two months after the
end of the fiscal year, and announce and file
its financial reports for the first, second and
third quarters as well as its operating status for
each month before the specified deadline?


1. The company has set up a company website
(http://www.everspring.com) to introduce the company's
status and related businesses; and declare various financial,
business and corporate governance information at the public
information observatory in accordance with the regulations of
the competent authority.
2. The company has a dedicated department responsible for
the collection and disclosure of various company information,
and has implemented a spokesperson system to be responsible
for the communication of the company's external relations.
3. The financial report declaration was handled in accordance
with the Securities Exchange Law, and no early
announcement was made.
No major
difference
8. Does the company have any other important
information that helps to understand the operation
of corporate governance?
(Including but not limited to employee rights,
employee care,investor relations,supplier
1. Employee rights and employee care:
The company adheres to the business philosophy of
"innovation, practicality, caring, and sustainability", is
committed to sustainable operation, focuses on the strategy of
sustainable long-term development andpays attention to the




No major
difference

23

Evaluation Items Implementation Implementation Implementation Differences
from
Corporate
Governance
Best Practice
Principles for
TWSE/GTS M
Listed
Companies
and the Causes
Yes No Summary
relations, the rights of interested parties, the
situation of directors and supervisors, the
implementation of risk management policies and
risk measurement standards, the implementation of
customer policies, How does the company purchase
liability insurance for directors and supervisors,
etc.)?







rights and interests of employees, and has related "employee
work rules" to comply with laws and regulations and Business
ethics; establish an employee welfare committee, implement a
pension system, and provide employee group insurance,
employee travel subsidies, employee dividends and year-end
bonuses and other welfare measures; regularly organize
employee tours and various education and training to improve
employee quality and work skills; A perfect online
management system, which contains various management
methods, clearly stipulates the rights and obligations of
employees and welfare items, and regularly discusses them to
protect the rights and interests of employees.
2. Investor relations:
The company requires honest disclosure of information in
public information observatories according to laws and
regulations to ensure the rights and interests of investors;
financial information must comply with the principles of
completeness, real-time, accuracy, and transparency of
information disclosure, and has a spokesperson as the
company and investment A communication bridge between
people to maintain a healthy and harmonious relationship
between the company and its shareholders.
3. Supplier relationship:
The company has set up "Supplier Management Measures" to
ensure that suppliers' prices, technology, quality and delivery
services
meet
the
company's
needs,
maintain
good
communication channels, and respect and maintain their
legitimate rights and interests and create coordination
Partnerships.
4. Rights of interested parties:
The company has a spokesperson and company website to
expose company-related information and link it to the "Public
Information Observatory" for reference by interested parties.
In addition, the company’s stock affairs agency "Qunyi
Jinding
Securities
Co.,
Ltd.
Stock
Affairs
Agency
Department" also assists in handling issues and suggestions
related to shareholders and stakeholders of the company. If
legal issues are involved, legal personnel or commissions will
be requested Professional lawyers deal with it to protect the
rights and interests of interested parties.
5. The situation of directors' training:
The company’s directors’ training has been announced at the
Public
Information Observatory. Please refer to the
"Directors’ Training and Training Status" in this annual report
for the status of each director’s training.
6. Implementation of risk management policies and risk
measurement standards: The company has established risk
control and management measures, and risk management
adopts preventive measures. In addition to formulating
various internal control systems in accordance with the law,
internal
audits
regularly
and
irregularly
check
the
implementation status, and also insure Related insurance such
as property insurance, product liability insurance and
accounts receivable credit insurance to avoid risks.
7. Implementation of customer policy:
The company expands its sales/warehousing bases in the UK
and the United States in line with customer needs, serves
customers nearby, shortens delivery time, and increases
customer quick contact channels.














































24

==> picture [503 x 387] intentionally omitted <==

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

Implementation Differences
from
Corporate
Governance
Best Practice
Evaluation Items
Yes No Summary Principles for
TWSE/GTS M
Listed
Companies
and the Causes
8. Circumstances in which the company purchases liability
insurance for directors and supervisors:
 On December 19, 2019, the board of directors resolved to
purchase liability insurance for directors and important
employees. The insured objects are all directors and
managers. Insurance company: Fubon Insurance Co., Ltd.;
Insured amount: USD 5 million; Insured period: January 3,
2020 to January 3, 2021 (expired renewal); and on December
16, 2020 The board of directors passed a resolution to renew
the insurance.
9. Independent directors In order to strengthen the company’s
operation and implementation of supervision, the company’s
board of directors in each session of the board of directors on
the company’s financial, business conditions, and the
 implementation of major operating plans, independent
directors are aware of, and use their experience and
professional knowledge to review their rationality And when
necessary, make relevant suggestions to the management.
9. Please explain the improvement situation regarding the corporate governance evaluation results released by
the Corporate Governance Center of the Taiwan Stock Exchange in the most recent year, and propose priority
strengthening items and measures for those who have not yet improved: the company will conduct a review
based on the corporate governance evaluation results , Continue to research and promote in order to be more in
line with relevant regulations.
----- End of picture text -----

(Note 1)

(Note 1)
Name of
Directors
Gender Nationality Age Industry
Experience
Education Areas of expertise
Nally
Chang
F Taiwan 60~70 V Operation management, operation judgment,
leadership decision-making and industry
knowledge, etc.
Huang
Ziliang
M Taiwan 60~70 V Operation management and operation judgment,
etc.
KaoYonghua M Taiwan 60~70 V Operation management, operation judgment and
leadershipdecision, etc.
Chen Yifeng M Taiwan 50~60 V V Industrial knowledge and operational judgment,
etc.
Chang
Jincheng
M Taiwan 60~70 V Legal profession and crisis management, etc.
Hong Peipei F Taiwan 50~60 V V Industrial knowledge and crisis management, etc.
Lee Bishu F Taiwan 50~60 V Financial accounting and corporate management,
etc.

The proportion of female directors in the company is 42%. Currently, there are four directors aged 60 to 70 years old and three directors aged 50 to 60 years old.

25

Two of the three independent directors have served for more than three terms. The board of directors assessed that they have industry and legal expertise, familiarity with relevant laws and regulations, and corporate governance expertise, which will obviously benefit the company. They can still use their expertise and the board of directors to supervise and provide opinion.

(Note 2)

The company's financial department's 2020 assessment report on the independence of the appointment of certified accountants

  • 2020 Certified Accounting Firm: Deloitte & Touche

  • 2020 Certified Accountants: Accountant Hsieh Mingjong, Accountant Su Yuhsiu

  • The appointed accountant has no significant financial interest in the company.

  • Appoint an accountant to avoid any inappropriate relationship with the company.

  • The appointment of accountants should ensure that their assistants observe integrity, impartiality and independence.

  • The appointed accountant currently or within the last two years has not served as a director, supervisor or manager of the company or has a significant influence on the audit case; it is also determined that he will not hold the aforementioned related positions in the future audit period.

  • During the audit period, the appointed accountant and his spouse or dependent relatives did not serve as directors, supervisors, managers, or positions that have a direct and significant influence on the audit work.

  • No gifts or gifts of great value from the company, its directors, supervisors, and managers (the value of which does not exceed the standard of general social etiquette).

  • The name of the appointed accountant shall not be used by others.

  • The appointed accountant shall not have money borrowing from the company.

  • Appointed accountants shall not concurrently operate other businesses that may lose their independence.

  • The appointed accountant shall not charge any commission related to the business.

  • The appointed accountant shall not hold any shares of the company.

  • The appointed accountant shall not concurrently serve as the company's regular work and receive a fixed salary.

  • The appointed accountant shall not have a joint investment or benefit-sharing relationship with the company.

  • The appointment of an accountant shall not involve the management function of the company in making decisions.

(Note 3) Stakeholders’ concerns and communication methods

Stakeholder Concerned Issues Communication channels, response methods and
communication frequency
2020
Communication
Performance
Shareholder Operational
performance,
corporate
governance
According to laws and regulations, honest disclosure of
information at public information observatories, financial
information must comply with the principles of
completeness, real-time, correctness, and transparency of
information disclosure, and a spokesperson as a
communication bridge between the company and investors,
and annual shareholder meetings And corporate briefings.
Company phone: 02-22606868
Speaker: Lu Lizhu Associate
Disclosure of 27
major messages and
announcements of the
information
observatory, and hold
a domestic legal
person briefing
Client Project management
and service planning,
product supply and
maintenance support,
service-oriented
product design,
overseas production
and service team
Everspring tailors a set of exclusive product service
processes for customers, upholding the greatest enthusiasm
and years of professional experience, providing customers
with the most complete services in the fields of home
security control, intelligence, and energy-saving system
integration.
Website: http://www.everspring.com
Phone: 02-22606868
email:[email protected]
Affected by the
epidemic, unable to
participate in the
company's related
industry exhibitions,
but continue to
communicate closely
with customers to
provide customers
with comprehensive
services
Government and
Authorities
Regulatory
compliance,
corporate
governance, major
events
Cooperate with the competent authority for supervision and
inspection
Report to the
competent authority
in accordance with
regulations
Staff Employee benefits,
labor relations,
workplace safety,
rules and regulations

The company adheres to the business philosophy of
"innovation, practicality, care, and sustainability". It is
committed to sustainable operation, focuses on the strategy
of sustainable long-term development and pays attention to
the rights and interests of employees. It has set relevant
"employee work rules" to comply with laws and regulations
and Business ethics; establishment of an employee welfare
committee, implementation of a pension system, and welfare
measures such as employee group insurance, employee travel
subsidies, allocation of surplus employee dividends, and
year-end bonuses; book reading regular purchases of various
books, magazines, newspapers, VCD/DVD Multimedia is
Aerobics, yoga and
mountaineering clubs
and other activities

26

available for colleagues to read and appreciate; the company
has a leisure sports center that provides employees with
legitimate leisure activities and places to relieve work
pressure; regularly organizes employee tours and various
education and training to improve employee quality and
work skills; there is a complete line of management The
system specifies various management methods, clearly
stipulates the rights and obligations of employees and
welfare items, and discusses regularly to protect the rights
andinterests ofemployees.
Supplier Supplier
Management
The company has established "Supplier Management
Measures" and established a supplier management system.
Before purchasing raw materials, semi-finished products and
finished products for production, we conduct investigations
and assessments of suppliers in advance to understand their
suppliers' operating conditions, quality control, and
environment. Management, production capacity and delivery
deadlines, in order to select suppliers to ensure and control
good product quality, delivery time, quantity, coordination
and reasonable trading conditions; maintain good
communication channels, and respect and maintain their due
Legitimate rights and create coordinated partnerships.
Company Address: 3rd Floor, No. 50, Section 1, Zhonghua
Road, Tucheng District, New Taipei City
Company Tel: (02) 2260-6868
CompanyFax: (02)2260-1313
Procurement contract,
business
communication
Social groups
and community
residents
Corporate image,
environmental issues

Everspring was established in 1980, providing anti-theft
alarms, surveillance equipment, home automation and LED
lighting and other products, and is one of the major
manufacturers in the security control industry. Yunchen
promises and fulfills its corporate social responsibility. In
addition to requiring the manufacturing plant in Dongguan to
meet the highest standards of environmental protection,
safety and health in all aspects, Yunchen also actively
contributes to promoting social care in Taiwan. Yunchen
adheres to the values of green and environmental protection,
and strives to achieve a green vision of the future. We will
continue to strive to comply with all pollution prevention
laws and regulations, and continue to improve the safety
control and quality of our products. We pursue green
environmental protection management and fully assume
social ethical responsibilities.
Everspring Cultural
Foundation to help
disadvantaged groups
in society. Over the
years, he has
provided scholarships
and stationery to
students in Hualien
and Taitung counties
for many times, and
provided help and
encouragement for
local children's
education. Yunchen
Cultural Foundation
also actively provided
support and
participation in the
fields of humanistic
care and cultural
activities.

27

(4) The composition, responsibilities and operation of the remuneration committee:

  • The company's remuneration committee was approved by the board of directors on December 28, 2011, to be responsible for the evaluation of the remuneration of the company's directors and managers, and to provide the board of directors and managers as a reference for performance evaluation and salary decision-making.

The company’s Compensation Committee has 3 members, all of whom meet the professional and independent qualifications required by the law, and re-appointed on June 20, 2019 in conjunction with the expiration of the board of directors. Ms. Hong Peipei, Mr. Chang Jincheng and Mr. Zhang Ruiming were re-appointed as the No. Member of the 4th Salary and Compensation Committee, and Ms. Hong Peipei served as the convener and chairman of the meeting.

1. Information about the members of the Compensation Committee

Identity Condition
Name
Have more than five years of work
experience and the following professional
qualifications
Have more than five years of work
experience and the following professional
qualifications
Have more than five years of work
experience and the following professional
qualifications
Meet the independence situation (Note 2) Meet the independence situation (Note 2) Meet the independence situation (Note 2) Meet the independence situation (Note 2) Meet the independence situation (Note 2) Meet the independence situation (Note 2) Meet the independence situation (Note 2) Meet the independence situation (Note 2) Number of concurrently serving as members of the salary and remuneration
committees of other publicly issued companies
Remark
Lecturers or above in public and private colleges and universities
n relevant disciplines required for business, legal affairs, finance,
accounting or corporate business
udges, prosecutors, lawyers, accountants or other professional and
technical personnel who have passed the national examination
required for business with the company and have certificates
Have work experience necessary for business, legal affairs,
finance, accounting or corporate business
1 2 3 4 5 6 7 8 9 10
Independent
Director
Hong Peipei

ˇ
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0
Independent
Director
Chang
Jincheng
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0
Others Chang
Ruiming
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 2

Note: If each member meets the following conditions two years before the election and during the tenure, please type “v” in the space below each condition code.

(1) Those who are not employees of the company or its affiliates.

(2) Directors and supervisors of companies other than the company or its affiliates (except if the company and its parent company, subsidiary, or subsidiary of the same parent company are independent directors set up in accordance with this law or local laws and regulations to concurrently serve each other, this is not the case ).

(3) Non-self, their spouse, minor children, or other natural person shareholders who hold more than 1% of the total issued shares of the company or hold the top ten shares in the name of others.

(4) The spouse, relatives within the second class or the direct blood relatives within the third class of the managers listed in (1) or the personnel listed in (2) and (3).

(5) Directors, supervisors or legal shareholders who do not directly hold more than 5% of the total issued shares of the company, hold the top five shares, or designate a representative as a director or supervisor of the company in accordance with Article 27, Item 1 or Item 2 of the Company Law Employed persons (except for independent directors established by the company and its parent company, subsidiary, or subsidiary of the same parent company in accordance with this law or local laws and regulations).

(6) More than half of the non-company directors or voting shares are directors, supervisors or employees of other companies controlled by the same person (but if the company or its parent company, subsidiary or subsidiary of the same parent company is based on this Independent directors established by law or local laws and regulations concurrently serve each other, not limited to this).

(7) Directors (directors), supervisors (supervisors) or employees of other companies or institutions that are not the same person or spouse as the chairman, general manager or equivalent positions of the company (but if the company and its parent company, subsidiary Or the independent directors established by subsidiaries of the same parent company in accordance with this law or local laws and regulations concurrently serve each other, not limited to this).

(8) Directors, supervisors, managers, or shareholders holding more than 5% of shares of a specific company or organization that is not in financial or business dealings with the company (but if a specific company or organization holds 20% of the company’s total issued shares) The above, not more than 50%, and independent directors established by the company and its parent company, subsidiary or subsidiary of the same parent company in accordance with this law or local laws and regulations, are not limited to this).

(9) Non-professionals, sole proprietors, partnerships, business owners of companies or institutions who provide audits for companies or affiliated companies or who have received a cumulative amount of remuneration in the past two years not exceeding NT$500,000 in business, legal, financial, accounting and other related services, Partners, directors (directors), supervisors (supervisors), managers and their spouses. However, this does not apply to members of the Salary and Compensation Committee, Public Acquisition Review Committee, or M&A Special Committee who perform their duties in accordance with the Securities Exchange Act or the relevant laws and regulations of the Corporate Mergers and Acquisitions Act.

(10) None of the conditions specified in any subparagraph of Article 30 of the Company Act.

28

2. Information on the operation of the Salary and Compensation Committee

  • (1) There are 3 members of the Compensation Committee of the company.

  • (2) The term of office of the current (fourth) members: June 20, 2008 to June 19, 111, the 109 Annual Salary and Compensation Committee met twice (A). The qualifications and attendance of the members are as follows:

Title Name Actual
number of
attendance
(B)
Number of
delegates
attended
Actual attendance rate
(%)【B/A】
Remark
convener Hong Peipei 2 0 100% Independent Director
Committee
member
Chang
Jincheng
2 0 100% Independent Director
Committee
member
Chang
Ruiming
2 0 100% Expert not in Everspring
Other matters to be recorded:
1. If the board of directors does not adopt or revise the recommendations of the Salary and Compensation Committee, it shall state the date of the
board of directors, the date, the content of the proposal, the results of the resolutions of the board of directors, and the company's handling of the
opinions of the Salary and Compensation Committee (if the compensation approved by the board of directors is better than the The difference and
reasons should be stated): None.
2. The resolutions of the Salary and Compensation Committee. If members have objections or reservations and have records or written statements,
the Salary and Compensation Committee's date, period, proposal content, all members' opinions and the handling of members' opinions
should be stated: none.
  • Note: If a member of the Compensation and Compensation Committee resigns before the end of the year, the date of resignation should be indicated in the remarks column. The actual attendance rate (%) is calculated based on the number of meetings of the Compensation and Compensation Committee and the actual number of attendances during the period of employment.

  • Before the end of the year, if the salary committee is re-elected, the new and old salary committee members should be listed, and the remarks column should indicate whether the member is old, new or re-elected and the date of reelection. The actual attendance rate (%) is calculated based on the number of meetings of the Salary and Compensation Committee during their employment and their actual attendance.

The remuneration committee of the company meets at least twice a year, and the scope of responsibility shall be based on the attention of good managers, faithfully perform the following functions and powers, and submit the recommendations to the board of directors for discussion.

  1. Review this regulation regularly and propose amendments.

  2. Formulate and regularly review the company's directors and managers' annual and long-term performance targets and remuneration policies, systems, standards and structures.

  3. Regularly evaluate the achievement of the performance goals of the directors and managers of the company, and determine the content and amount of their individual remuneration.

Operation of the 2020 Salary and Compensation Committee:

Date Proposal content Resolution result
2ndTime, 4thSession
2020.03.25
Convene to track managers' year-end performance appraisal and year-end
distribution principles.
All the proposals were passed
without objection by all the members
and sent to the board of directors for
resolution.
3rdTime, 4thSession
2020.12.16
Convened to review the achievement and performance of the company’s
managers’ annual goals in 2020; the company’s strategic map and
first-level strategic goals in 2021; and the annual calendar meeting
schedule of the Salary and Compensation Committee in 2021.
All the proposals were passed
without objection by all the members
and sent to the board of directors for
resolution.

29

(5) Fulfillment of Social Responsibility:

Evaluation Operation Status Operation Status Operation Status Differences from
Corporate Social
Responsibility Best
Practice Principles
for TWSE/GTSM
Listed Companies
and the Causes
Yes No Summary
1.Has the Company conducted risk assessment
on environmental social and coporate
governance issues related to coporate
operations and formulated relevant risk
management policies or strategies based
on materiality principle?
Although the company has not formulated relevant
risk management policies or strategies at present, the
management level has been assessing external
factors from time to time according to the principle
of materiality and whether the company's internal
management conducts risk assessments on issues
such as external environment, society, and internal
corporate governance. Formulate relevant measures
such as the "Code of Practice for Corporate Social
Responsibility".
No major
difference
2.Has the Company established an exclusively(or
concurrently) dedicated unit under
supervision of senior management
authorized by the Board of Directors to
promote CSR and report its implementation
to the Board of Directors.
The company has not yet set up a full-time full-time
unit to promote corporate society, but the company
has worked hard to promote corporate governance,
environmental protection and social welfare, etc.
No major
difference
3. Environment Issues
(1) Does the company establish an appropriate
environmental management system based on the
characteristics of its industry?
(2) Has the company committed to improving
resource utilization efficiency and to the use of
renewable materials with low environmental impact?
(3) Does the company evalulated the current and
future potential risks and opportunities of climate
change, and aqdopted countermeasures related to
climate issues?
(4)Does the Company collected statistics of emissions
of greenhouse gas(GHG), the uaage of water, and
the total weight of waste in the past two years, and
formulated energy saving and carbon reduction,
GHG reduction, water saving, and other waste
management policies?



1. The company cooperates with the government to
continuously carry out domestic waste classification,
recycling and reduction activities, and there is no
violation of environmental protection laws and
regulations or major leakage.
2. The company is committed to improving the
source and improving the utilization efficiency of
various resources to achieve the reduction of raw
materials and waste, so as to reduce the impact on
the environment.
3. The company is committed to implementing
energy-saving and carbon-reducing measures, such
as lighting equipment improvement, electronic
forms and documents, energy conservation,
resource recycling, etc., and continues to
strengthen the promotion of energy-saving and
carbon-reducing measures.
4. Document control electronic e-operations,
standardized document paper consumption and
paper recycling continue to be carried out; indoor
temperature 26℃(inclusive) start
air-conditioning equipment, use environmentally
friendly chopsticks and other measures.

No major
difference
4. Social Issues
(1)
Has the Company established its
management policies and procedures in
accordance with relevant laws, regulations,
as well as International Covenants on
Human Rights?
(2)
Has the Company formulated and
implemented reasonable employee welfare

1. The company complies with relevant labor laws and
international human rights conventions, formulates relevant
management policies and procedures, handles labor, health
insurance, and allocation of labor pensions to ensure labor
rights. And for all employees to insure group accidents and
other insurance. The appointment and dismissal and
remuneration of relevant personnel are in accordance with
the company's internal control system management
methods to protect the basic rights and interests of
employees.
2. The company has formulated a reasonable salary and
remuneration policy, and has set up a remuneration
No major
difference

30

Evaluation Operation Status Operation Status Operation Status Differences from
Corporate Social
Responsibility Best
Practice Principles
for TWSE/GTSM
Listed Companies
and the Causes
Yes No Summary
measures (including remuneration, rest and
annual leave, and other benefits), and
appropriately reflected the operating
performance or achievements in the
employee remuneration?
(3)
Does the company provide a healthy
and safe work environment and organize
training on health and safety for its
employees on a regular basis?
(4)
Has the Company established
mechanisms for regular communications
with employees and keeping employees
informed in a reasonable manner changes in
Company operations that might have
significant impacts on employees?
(5)
Does the Company comply with
relevant laws and international standards in
health, safety, and privacy of consumers as
well as marketing and labeling of its
products and services, and establish
consumer protection policies and appeals
procedures?
(6)
Before doing business with suppliers,
does the Company assess whether or not the
suppliers have had previous records of
negatively affecting the environment or
society?



committee to review the performance evaluation and
remuneration policies of directors and managers. The
company has established "employee work rules" to
establish a clear and effective reward and punishment
system.
3. The company is committed to providing a safe and
healthy
working
environment,
regularly
arranging
employee health checks, setting up employee welfare
committees, and organizing employee travel, clubs and
other activities that help employees’ physical and mental
development.
4. Combining the strategic map, the company sets the
learning and growth dimensions as an important goal of
the company, and establishes a professional training and
certification system.
5. The company attaches great importance to customer
after-sales service, and has a number of customer
complaint channels and standard operating procedures for
customer complaint handling. The company has a quality
inspection department dedicated to complying with
relevant safety regulations and international standards.
6. Maintain a smooth communication channel between the
company and its suppliers, and maintain the reasonable
rights and interests of both parties on the basis of mutual
trust and mutual benefit, and maintain the stability of
costs and supply. The company has formulated the "Code
of Practice for Corporate Social Responsibility". It is
advisable to assess the environmental and social impact of
procurement activities on the supply source community,
and cooperate with its suppliers to jointly promote
corporate social responsibility. In addition, it attaches
great importance to social care, and timely helps and
supports socially disadvantaged groups.























5. Has the Company adopted internationally recognized
standards or guidelines to prepare non-financial
reports such as corporate social responsibility
reports?Has the Company obtained a third-party
assurance or verification for such reports?



The company has not prepared a corporate social responsibility
report. Annual reports, public information observatories, and
company websites disclose the company’s system and
implementation of social responsibility. In the future, according
to practical needs and laws and regulations, we will strengthen
the disclosure of the situation that promotes corporate social
responsibility.






No major difference
6. If the company has its own corporate social responsibility code in accordance with the "Code of Practice for Corporate Social Responsibility of Listed
Companies", please state the difference between its operation and the code: The company has formulated a code of practice for corporate social responsibility. And
in accordance with the provisions of the corporate social responsibility code of practice to perform related business, there is no major difference.
7. Other important information that helps to understand the operation of corporate social responsibility:
Founded in 1980, the company provides anti-theft alarms, monitoring equipment, home automation and LED lighting and other products, and is one of the major
manufacturers in the security control industry. Everspring is committed to and fulfilling its corporate social responsibility. In addition to requiring the
manufacturing plant in Dongguan to meet the highest standards of environmental protection, safety and health in all aspects, Everspring also actively contributes to
the promotion of social care in Taiwan.
Everspring adheres to the values of green and environmental protection and strives to achieve a green vision of the future. We will continue to strive to comply with
all pollution prevention laws and regulations, and continue to improve the safety control and quality of our products. We pursue green environmental protection
management and fully assume social ethical responsibilities.
● We respect environmental policy
● We protect the green earth
● We comply with environmental protection laws
● We eliminate any form of pollution
~Everspring Cultural Foundation~
Caring for the society is the responsibility of a booming enterprise. Knowing this fully, Chairman Zhang established the Everspring Cultural Foundation to help
disadvantaged groups in society. Over the years, Everspring Cultural Foundation has repeatedly provided scholarships and stationery to students in Hualien and
Taitung counties to provide help and encouragement for local children’s education. In addition, Everspring Cultural Foundation also actively provides support and
participation in the fields of humanistic care and cultural activities. Related corporate social responsibilities are regularly disclosed on the company's website.
Everspring Cultural Foundation participates in social welfare activities in 2020
2020/06 Donate 1 million to assist Chongshan Elementary School in Banciao District, New Taipei City to build a ceramic art classroom and a multifunctional art
classroom
2020/09 Sponsored the reconstruction of the community building on the north side of the National Taiwan University of Arts into the entrance of the art
community. With the original and stylish design, the new entrance building will become a new cultural landscape in the Banqiao Fuzhou area after more
than a year. , Contribute to the beautification and promotion of local city appearance.
2020/11 Sponsored the Children's Charity Association of the Republic of China to hold the "Hear Beethoven-Hearing Damaged Children Concert" at the Kaohsiung
Science and Technology Museum on 109.11.28, with full blessings to encourage hearing-damaged children to overcome obstacles and walk into the
future.
2020/12 In cooperation with Chaohe Palace Temple, Banciao District, New Taipei City, donated two rehabilitation buses to New Taipei City.

31

(6) The implementation of ethical management and the differences and reasons for the integrity management code of listed companies

Evaluation Items Operation Status Operation Status Operation Status ~~Differences from~~
Corporate Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies and
the Causes
Yes No Summary
1. Formulate policy and program for ethical corporate
management
(1) Whether the company has explicitly expressed
the policy and methods of ethical corporate
management in its charter and outbound documents
and whether the board of directors and management
has fulfilled the commitment to the policy of ethical
corporate management?
(2) Whether the company has established an
assessment mechanism for the risk of dishonesty,
regularly analyaes and evaluates business activities
with a high risk of dishonesty in the business scope,
and accordingly formulates a plan to prevent
dishonesty, and at least cover the preventive
measures for the conduct of the second paragraph of
Article 7 of the “Code of Integrity Management of
Listed OTC Companies?
(3) Does the company specify the operating
procedures, behavior guidelines, disciplinary
penalties and grievance system in the plan to prevent
dishonesty, and implement it, and regularly review
and revise the pre-disclosure plan?



1. The company has established operating procedures and
behavior guidelines for integrity management for board
members, management and all colleagues to follow, and
perform related businesses in accordance with integrity
management procedures and behavior guidelines.
2. The company has established a code of conduct for
employees, stipulating that all employees must comply
with government laws and ethical codes of conduct in an
honest and fair manner when performing company
business, internal auditing and company complaint
mechanisms to prevent dishonest business activities.
3. The company has formulated preventive measures in the
integrity management operating procedures and behavior
guidelines, and has established a clear and effective
reward, punishment and appeal system. For personnel
violations of integrity, depending on the severity of the
circumstances, punishments will be imposed in
accordance with relevant laws and regulations or the
company’s relevant regulations. Dismissal or dismissal,
or deal withjudicially.
No major
difference
2. Implementation of ethical corporate
management
(1)Does the company evaluate business
partners’ ethical records and include
ethics-related clauses in business
contracts?
(2)Does the company establish a dedicated
(or non- dedicated) unit under the Board to
promote ethical corporate management and
report to the Board regularly?
(3)Has the company established policies to
prevent conflicts of interest and provided
appropriate communication channels, and
implemented them?
(4)Has the company established an
effective accounting system and internal
control system to implement ethical
corporate management? Does the internal
control unit audit on a regular basis or
authorize the accountant to audit?
(5)Does the company regularly hold
internal and external educational trainings
on ethical corporate management?





1. When the company signs a contract with others, it
should fully understand the other party's integrity
management status, and incorporate compliance with
integrity management into the contract terms.
2. The financial department of the company handles the
revision, implementation, interpretation, consulting
services and notification content registration and file
construction of this operating procedure and behavior
guide for the dedicated unit, and supervises the
implementation, and should report to the board of
directors on a regular basis.
3. The company establishes a corporate culture of
integrity management and a sound development, and
formulates a code of conduct.
4. In order to ensure the implementation of integrity
management, the company has established an
effective accounting system and internal control
system, and internal auditors check the compliance of
the system. In addition, an accounting firm conducts
periodic review of financial statements for the
company.
5. The company organizes education and training to
enable employees to comply with laws and
regulations, be honest and honest, and perform
business properly.

No major
difference

32

Evaluation Items Operation Status Operation Status Operation Status ~~Differences from~~
Corporate Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies and
the Causes
Yes No Summary
3. Operation of the Company’s offense
reporting system
(1)Has the company established a specific
offense reporting and reward systems, set up
convenient offense reporting channels, and
appointed an appropriate person for the one
who has been reported?
(2)Has the company established standard
operating procedures as well as a relative
protection mechanism for
whistleblowers?
(3)Does the company take measures to
protect whistleblowers from being
inappropriatelytreated?



1. The company has staff suggestion boxes and online
feedback mailboxes. A clear and effective system of
rewards and punishments and appeals has been
established. For personnel violations of good faith,
depending on the seriousness of the circumstances,
they will be punished, fired or dismissed, or handled
through judicial channels in accordance with relevant
laws and regulations or relevant company
regulations.
2. When the company discovers or receives an informant
involved in dishonest conduct, it shall immediately
ascertain the relevant facts. If it is confirmed that
there is a violation of relevant laws or regulations or
the company’s integrity management policies and
regulations, it shall immediately request the
perpetrator to stop the relevant Act, and deal with it
appropriately, and if necessary, request damages
through legal procedures to protect the company’s
reputation and rights and interests.
3. The company has established a clear and effective
appeal system to protect the informant from being
improperly handled due to the report.
No major
difference
4. Strengthening information disclosure
Has the company disclosed its ethical corporate
management policies and the implementation
results on the company website and Market
Observation Post System?
The company currently exposes relevant information
on the company's website and public information
observatory.
No major
difference
If the company has established the ethical corporate management policies based on the Ethical Corporate Management
Best- Practice Principles for TWSE/TPEX Listed Companies, please describe the differences between the policies and their
implementation: The company has implemented relevant business in accordance with the operating procedures and
conductguidelines for honest operation,and there is no major difference.
6. Other important information to facilitate a better understanding of the company’s ethical corporate management:
(1) The company adheres to the philosophy of focusing on the industry and a century-old sustainable operation. With the
efforts of the management team and all employees, it has established long-term positive interactions with
shareholders, customers and suppliers, and together created a win-win situation.
(2) The company complies with the relevant laws and regulations of the competent authority as the basis for the
implementationof integritymanagement.

( 7 ) The company's corporate governance code and related regulations can be inquired in the corporate

governance section of the company's website.

  1. The company has formulated the corporate governance code and related regulations as follows:

  2. (1) Code of Practice for Corporate Governance.

  3. (2) Code of ethical conduct.

  4. (3) Procedures for acquiring or disposing of assets.

  5. (4) Endorsement guarantee method.

  6. (5) Engage in derivative financial product processing procedures.

  7. (6) Operating procedures for loaning funds to others.

  8. (7) The method of election of directors.

  9. (8) Standards of Board of Directors.

  10. (9) Supervision Measures for Subsidiaries.

  11. (10) Risk control methods.

  12. (11) The scope of duties of independent directors.

  13. (12) Regulations related to mutual finance between related companies.

  14. (13) Integrity management operating procedures and behavior guidelines.

  15. (14) Code of Practice for Corporate Social Responsibility.

  16. (15) Prevent insider trading management procedures.

  17. Inquiry: in the company's website: (http://www.everspring.com ) "Corporate Governance" under the operating organization rules for inquiries or in the public information observation station (http://mops.twse.com.tw ) The "Formulation of Relevant Rules for Corporate Governance" under "Corporate Governance" is available for download.

33

  • ( 8 ) Other Important information helpful for enhancing understanding of the corporate governance of the Company: None

Directors' further education and training in 2020:

Training
Title Name Organizer Course Title
Hours
Introduction to M&A transaction conditions and
Chairmn Nally Chang Taiwan Corporate Governance Association 3
structure
How to effectively plan and execute corporate
Chairmn Nally Chang Taiwan Corporate Governance Association 3
mergers and acquisitions
Cororate Governance and Cororate
Director Kao Yonghua Taiwan Academy of Banking and Finance p p
Sustainability Workshop
3
Director Kao Yonghua Taiwan Corporate Governance Association ESG development trend and socially responsible 3
investment
Director Taiwan Corporate Governance Association Introduction to M&A transaction conditions and
Huang Ziliang 3
structure
Director Huang Ziliang Taiwan Corporate Governance Association How to effectively plan and execute corporate 3
mergers and acquisitions
Director Chen Yifeng TWSE Corporate Governance 3.0-Blueprint for 3
SustainableDevelopment
Independent Practical analysis of the requirements of the
Lee Bishu Secirities and Futures Institute
competent authority for the establishment of
3
Director
corporate governance officers
Independent Accounting Research and Development 2020 Prevention of Insider Trading and Insider
Lee Bishu 3
Director Foundation Equity Trading Promotion Seminar

The refreshment and training of managers, accounting and audit supervisors in 2020:

Title Name Course Title Training
hours
Senior
Associate
Ju
Junhao
Corporate governance and compliance 2
Associate Lu Lizhu Trademark law and practical cases 2
Associate Lu Lizhu Corporate governance and compliance 2
Chief of
Accounting
Fan Jiejun Information Business Verification Practice Seminar 6
Chief of
Accounting
Fan Jiejun Issuer's Securities Supervisor, Exchange Accounting Supervisor Beginning Training
Course
30
Chief of
Accounting
Fan Jiejun Consolidated Financial Statement Preparation Practice Seminar 6
Chief of
Accounting
Fan Jiejun Corporate governance and compliance 2
Chief of
Accounting
Fan Jiejun Trade secrets and non-competition recent cases and developments 6
Audit
Commissioner
Zeng Yuling Information Security Advocacy Course 1
Audit
Commissioner
Zeng Yuling Trademark law and practical cases 2
Audit
Commissioner
Zeng Yuling Common deficiencies in the preparation of corporate financial reports and compliance with
internal audit and internal control laws and regulations
6
Audit
Commissioner
Zeng Yuling Assist the company to improve its ability to prepare its own financial reports, policy
analysis and internal control managementpractices
6
Audit
Commissioner
Zeng Yuling Corporate governance and compliance 2

Note: Fan Jiejun, the head of accounting, resigned on February 19, 2021

34

Succession planning for board members and important management

According to the company's future development needs, the company plans and operates the board of directors and important senior management successors through the follo wing methods:

  1. The current director recommends suitable candidates.

  2. Director candidates recommended by shareholders.

  3. Directors conduct annual performance evaluations, and high-level executives also have performance targets for evaluation, which can be used as a reference for future appointments.

  4. The company currently has 7 directors (including 3 independent directors), all possessing the management expertise required for business, financial accounting or corporate business. In the future, the composition structure and member experience background of the company's board of directors will continue the current structure.

  5. The company’s employees at the deputy manager level and above are important management levels. They have completed the department’s job descriptions and job descriptions, and appointed job agents to develop key talent programs based on their functions for training. By participating in the company’s various regular and Operate relevant meetings from time to time, learn from the company's various development

strategies and thinking methods outside of its professional scope, and provide opportunities for mutual learning and growth.

  1. In response to international concerns and trends in corporate governance and corporate social responsibility development in recent years, and to strengthen the effectiveness of directors in exercising their functions, refer to changes in the company's internal and external environmental conditions and development needs at any time, encourage directors to participate in advanced studies, and enhance directors' professionalism.

35

(9) Implementation of the internal control system:

  1. Statement on Internal Control Institution:

EVERSPRING INDUSTRY CO., LTD

Statement on Internal Control Institution:

Date: March 24, 2021

Based on the results of self-assessment, the company’s internal control system for the Republic of China in 2020, I would like to declare as follows:

  1. The company is awarethat the establishment, implementation and maintenance of the internal control system is the responsibility of the company's board of directors and managers, and the company has established this system. Its purpose is to achieve the objectives of operation effectiveness and efficiency (including profit, performance and asset safety, etc.), reporting reliability, timeliness, transparency, compliance with relevant regulations and compliance with relevant laws and regulations, and provide reasonable To ensure.

  2. The internal control system has its inherent limitations. No matter how perfect the design is, an effective internal control system can only provide a reasonable guarantee for the achievement of the above three objectives; moreover, due to changes in the environment and circumstances, the effectiveness of the internal control system May change accordingly. However, the company's internal control system has a self-monitoring mechanism. Once the defect is identified, the company will take corrective action.

  3. The company judges whether the design and implementation of the internal control system are effective in accordance with the judgment items of the effectiveness of the internal control system stipulated in the "Handling Guidelines for the Establishment of Internal Control Systems by Public Offering Companies" (hereinafter referred to as the "Handling Guidelines"). The internal control system judgment items adopted by the "processing criteria" are based on the process of management control, which divides the internal control system into five components: 1. control environment, 2. risk assessment, 3. control operations, 4. Information and communication, and 5. Supervise operations. Each component includes several items. For the aforementioned items, please refer to the "Handling Guidelines".

  4. The company has adopted the above-mentioned internal control system judgment items to evaluate the effectiveness of the design and implementation of the internal control system.

  5. Based on the evaluation results of the preceding paragraph, the company believes that the company’s internal control system as of December 31, 2020 (including the supervision and management of subsidiaries) includes understanding the effectiveness of operations and the extent to which the efficiency targets are achieved, and the reporting system The design and implementation of the internal control system that is reliable, timely, transparent and in compliance with relevant regulations and relevant laws and regulations are effective, which can reasonably ensure the achievement of the above objectives.

  6. This statement will become the main content of the company's annual report and public prospectus, and will be made public. If there are false or concealed content in the above disclosure, it will involve legal liabilities under Article 20, Article 32, Article 171, and Article 174 of the Securities and Exchange Act.

  7. This statement was approved by the company's board of directors on March 24, 2021. Among the 7 directors present, 0 of them held objections, and all of them agreed with the content of this statement and made this statement.

EVERSPRING INDUSTRY CO., LTD

Chairman: Nally Chang Signature

General Manager: Nally Chang Signature

  1. Those who entrust an accountant to review the internal control system should disclose the accountant's review report: none.

36

  • (10) In the recent years and as of the publication date of the Annual Report, any disciplinary measures taken against the company or its internal staff according to law or taken by the company against its staff due to violations of the internal control system, the main deficiency and improvement: None

  • (11) Major resolutions of Shareholder and Board Meetings in the last year and as of the publication date of the Annual Report:

1. Resolutions from the shareholders’ meeting:

Meeting Date Resolution content
2020
Regular
shareholders
meeting
2020.06.16 1. Report items:
(1) The company's 2019 business report.
(2). The Audit Committee reviewed the report of the company's 2019 final
accounts.
2. Recognition matters:
(1), the company's 2019 business report, individual financial statements and
consolidated financial statements
Report the case and ask for recognition.
Resolution: After the chairman consulted all the shareholders present, the
proposal was passed without objection.
(2) The company's 2019 loss allowance compensation proposal is submitted for
acknowledgment.
Resolution: After the chairman consulted all the shareholders present, the
proposal was passed without objection.
3. Matters for discussion:
(1). Revise the company's "procedures for acquiring or disposing of assets".
Resolution: After the chairman consulted all the shareholders present, the
proposal was passed without objection.
Implementation status: It was announced on the company's website on June
22, 2020 and processed in accordance with the revised procedures
(2) Amend the company's "Operating Procedures for Loaning Funds to Others"
Resolution: After the chairman consulted all the shareholders present, the
proposal was passed without objection.
Implementation status: It was announced on the company's website on June
22, 2020 and processed in accordance with the revised procedures
(3) Proposal to amend the "Rules of Procedures for Shareholders' Meetings" of
the company
Resolution: After the chairman consulted all the shareholders present, the
proposal was passed without objection.
Implementation status: It was announced on the company's website on June
22, 2020 and processed in accordance with the revised procedures.

2. Board Meeting

MeetingDate Resolution content
2020.03.25 1. Resolved to pass the resolution discussed by the second session of the company's 4th Salary and Compensation Committee.
2. The resolution was passed to cooperate with the internal adjustments of Qinye Zhongxin United Certified Public Accountants.
Since the fourth quarter of 2019, the company's financial report auditing accountant will be changed to accountant Xie
Mingzhong and accountant Su Yuxiu.
3. The resolution recognizes the company's 2019 annual business report, individual financial statements and consolidated financial
statements.
4. The resolution recognizes the company's 2019 loss allocation proposal.
5. The resolution passed the revision of the company's "Operating Procedures and Check Points for Internal Control Cycle
Operations".
6. The resolution passed the company's internal control self-assessment to be effective, and it was submitted to the board of
directors for approval and issued a 2019 internal control system statement.
7. The resolution was passed to amend the "Rules of Procedure for Shareholders' Meetings" of the company.
8.Resolved to pass the company's2020 shareholders' meeting.
2020.05.13 1. Resolved to pass the consolidated financial report of the company and its subsidiaries for the first quarter of the Republic of
China in 2020
2. Resolved to approve the company’s settlement of its subsidiary PHASE ELECTRONICS (UK) LIMITED
3. The resolutionpassed an application for a credit line to the HuajiangBranch of Bank of Taiwan,a financial institution.
2020.08.12 1. Resolved to approve the consolidated financial report of the company and its subsidiaries for the second quarter of 2020
2. The resolution passed the appointment of Qinye Zhongxin United Certified Public Accountants as the company's certified
accountant and its remuneration.
3. Resolved topass the independence assessmentproposal of the company's certified accountant.
2020.11.11 1. Resolved to approve the consolidated financial report of the company and its subsidiaries for the third quarter of 2020 in the
Republic of China

37

  2. Resolved to amend the company’s “Organizational Rules of Audit Committee”

  3. Resolved to approve the company's 2021 internal audit plan.

  4. The resolution passed the company's proposed fund loan to the subsidiary Tongsheng Development and Construction Co., Ltd., and the total amount of fund loan is limited to 90,000,000 NTD.

  5. The resolution passed the simple merger of the company and its subsidiary Zixiang Technology Development Co., Ltd.
  • 2020.12.16[1. Resolved to pass the resolution discussed by the third session of the company's fourth salary and compensation committee. ] 2. The resolution was passed to amend the "Scope of Duties of Independent Directors" of the company. 3. The resolution passed the revision of the "Code of Procedures of the Board of Directors" of the company. 4. The resolution passed the revision of the company's "Board Performance Evaluation Measures".

  • (12) If the directors or supervisors have different opinions on important resolutions passed by the board of directors in the most recent year and up to the date of publication of the annual report and have records or written statements, the main content: none.

  • (13) Summary of the resignation and dismissal of the company’s chairman, general manager, accounting supervisor, financial supervisor, internal audit supervisor, and R&D supervisor in the most recent year and as of the printing date of the annual report:

  • Summary Table of Resignation and Dismissal of Relevant Persons in the

Company

Company
Title Name Date of
employment
Dismissal
date
Reasons for
resignation or
dismissal
Accounting
Supervisor
Fan Jiejun 2019.11.07 2021.02.19 Resignation

Note: The relevant persons of the company refer to the chairman, general manager, accounting supervisor, financial supervisor, internal audit supervisor, corporate governance supervisor and R&D supervisor, etc.

(5)Accountant Information:

ervisor, etc.
Accountant Information:
AccountingFirm AccountantName Inspection Period Remark
Deloitte & Touche Hsieh
Mingjong,
Su
Yuhsiu

2020.01.01~2020.12.31
NA

Accountant Audit Fee Interval Chart

Unit: NTD Thousand

Item
$ Interval
1
Below NTD 2,000 thousand
2
NTD 2,000(including)~4,000 thousand
3
NTD 4,000(including)~6,000 thousand
4
NTD 6,000(including)~8,000 thousand
5
NTD 8,000(including)~10,000 thousand
6
Above NTD 10,000 thousand
Item
$ Interval
1
Below NTD 2,000 thousand
2
NTD 2,000(including)~4,000 thousand
3
NTD 4,000(including)~6,000 thousand
4
NTD 6,000(including)~8,000 thousand
5
NTD 8,000(including)~10,000 thousand
6
Above NTD 10,000 thousand
Audit Fees Non-Audit Fees Total
Below NTD 2,000 thousand 1,860 0 1,860
NTD 2,000(including)~4,000 thousand 0 0 0
NTD 4,000(including)~6,000 thousand 0 0 0
NTD 6,000(including)~8,000 thousand 0 0 0
NTD 8,000(including)~10,000 thousand 0 0 0
Above NTD 10,000 thousand 0 0 0
  • (1) Paying at least one-fourth of non-audit fees to CPAs, their accounting firm, and its affiliates: Not applicable.

Unit: NTD Thousand

Accounting
Firm
Accountant
Name
Audit
Fees
Non-Audit Fees Non-Audit Fees Non-Audit Fees Audit
Period
Remark
System
Design
Business
Registration
HR Other
(Note)
Summary
Deloitte &
Touche
Hsieh
Mingjong, Su
Yuhsiu
1,860 0 0 0 0 0 2020

Note: In 2020, no non-audit public expenses will be paid.

38

(2) If the accounting firm is replaced and the public audit fees paid during the replacement year are less than the public audit fees of the previous year, the amount and reason for the public audit fees before and after the replacement shall be disclosed: Not applicable.

(3) If the public audit expenses are reduced by more than 15% compared with the previous year, the amount, proportion and reason for the reduction of public audit expenses shall be disclosed: Not applicable.

3.6. Information on change of accountant: None.

3.7 If the Company’s Chairman, General Manager and Managers Responsible for Financial and Accounting Affairs Have Held Office in the CPA Firm or Any of Its Affiliated Companies Within a Year, Their Names, Job Titles and the Periods During Which They Have Held Such Office Should Be Disclosed 3.8 Directors, Managers, and Shareholders whose Shareholding Ratio exceeds 10% of the Equity Transfer and Equity Pledge Changes

  • (1) Changes in the equity of directors, managers and major shareholders
Title Name 2020 2020 Till
2021/4/30
Till
2021/4/30
Increase
(decrease) in the
number of shares
held

Increase
(decrease) in
pledged shares
Increase
(decrease) in the
number of shares
held

Increase
(decrease) in
pledged shares
Chairman and
General Manager
Major
Shareholder
Nally Chang 0 0 0 0
Director Kao Yonghua 0 0 0 0
Director HuangZiliang 0 0 0 0
Director Chen Yifeng 0 0 0 0
Independent
Director
Chang Jincheng 0 0 0 0
Independent
Director
Hong Peipei 0 0 0 0
Independent
Director
Lee Bishu 0 0 0 0
Associate WangHsinhua 0 0 0 0
Associate Ju Junhao 0 0 0 0
Associate and
Financial
Supervisor
Lu Lizhu 0 0 0 0
Associate Note 1 Chiu Wenzong 0 0 0 0
Former
Accounting
Supervisor
Note 2
Fan Jiejun 0 0 Not
applicable
Not
applicable
Accounting
Supervisor
Note 3
Lee Hsiuting Not
applicable
Not
applicable
0 0

Note 1: New Associate onboard on March 06, 2020

Note 2: Accounting Supervisor retired on February 19, 2021

Note 3: New Accounting Supervisor onboard on March 24, 2020

(2) Information on equity transfer: The counterparty of equity transfer is not a related party, so there is no such information.

(3) Equity pledge information: The counterparty of the equity pledge is not a related party, so this information is not available.

39

2021/04/24

3.9 Relationship among the Top Ten Shareholders

NAME
NOTE 1
SHARES SHARES SPOUSE AND MINOR
CHILDREN HOLD SHARES
SPOUSE AND MINOR
CHILDREN HOLD SHARES
TOTAL HOLDING OF
SHARES IN THE
NAMES OF OTHERS
TOTAL HOLDING OF
SHARES IN THE
NAMES OF OTHERS
THE NAME OR NAME AND RELATIONSHIP OF THE TOP TEN
SHAREHOLDERS WHO HAVE THE RELATIONSHIP OF THE RELATED
PARTY OF THE FINANCIAL ACCOUNTING STANDARDS BULLETIN NO. 6
OR THE RELATIVE RELATIONSHIP WITHIN THE SPOUSE OR
SECOND-DEGREE RELATIVE
THE NAME OR NAME AND RELATIONSHIP OF THE TOP TEN
SHAREHOLDERS WHO HAVE THE RELATIONSHIP OF THE RELATED
PARTY OF THE FINANCIAL ACCOUNTING STANDARDS BULLETIN NO. 6
OR THE RELATIVE RELATIONSHIP WITHIN THE SPOUSE OR
SECOND-DEGREE RELATIVE
REMARK
Number of
shares
Sharehol
ding ratio
%
Number of
shares
Sharehol
ding ratio
%
Numb
er of
shares

Sharehol
ding
ratio %
Name Relation
Nally Chang 32,450,492 15.16% 16,464,637 7.69% 0 0.00% 1. Huang Ziliang and Huang Ziliang,
representative of Tongchuang Investment
Holding Co., Ltd.
2. Huang Ziheng, representative of Xuchai
Investment Co.,Ltd.
1. Spouse
2. In-laws within the
second class
NA
Huang Ziliang 16,464,637 7.69% 32,450,492 15.16% 0 0.00% 1. Nally Chang
2. Huang Ziheng, representative of Xuchai
Investment Co., Ltd.
3. TongchuangInvestment Holdings Co.,Ltd.
1. Spouse
2. Brothers
3. Chairman
NA
Kao Yonghua 13,442,914 6.28% 2,769,506 1.29% 0 0.00% Lee Chiulan Spouse NA
Xu Chai Investment Co., Ltd. 3,474,000 1.62% 0 0.00% 0 0.00% 1. Huang Ziliang and Huang Ziliang,
representative of Tongchuang Investment
Holding Co., Ltd.
2. Nally Chang
1. Being the brother of the
representative
2. In-laws within the
second class of the
representative
NA
Representative: Huang Ziheng 280,000 0.13% 80,000 0.04% 0 0.00%
Lee Chiulan 2,769,506 1.29% 13,442,914 6.28% 0 0.00% Kao Yonghua Spouse NA
Lee Lichin 2,059,000 0.96% 0 0.00% 0 0.00% NA NA NA
Tongchuang Investment Holdings
Co.,Ltd.
715,000 0.33% 0 0.00% 0 0.00% 1. Nally Chang
2. Huang Ziheng, representative of Xuchai
Investment Co., Ltd.
1. Be the spouse of the
representative
2. Being the brother of the
representative
NA
Representative: Huang Ziliang 16,464,637 7.69% 32,450,492 15.16% 0 0.00%
Huang Longbo 700,000 0.33% 0 0.00% 0 0.00% NA NA NA
Yang Mingde 699,000 0.33% 0 0.00% 0 0.00% NA NA NA
Lin Wenfeng 580,000 0.27% 0 0.00% 0 0.00% NA NA NA

Note 1: All the top ten shareholders should be listed. If they are legal person shareholders, the names of the legal person shareholders and the names of the representatives should be listed separately.

Note 2: The calculation of the shareholding ratio refers to the calculation of the shareholding ratio in their own name, spouse, minor children, or in the name of others.

Note 3: The shareholders listed in the previous disclosure, including legal persons and natural persons, shall disclose their relationship in accordance with the issuer's financial report preparation standards.

40

3.10 The Number of Shares held by the Company, its Directors, Supervisors, Managers, and Businesses directly or indirectly controlled by the Company in the Same Reinvested Business, and combined to calculate the Overall Shareholding Ratio

2020/12/31 2020/12/31 2020/12/31 2020/12/31 2020/12/31 2020/12/31
Re-Investment business Investment by the
company
Directors, supervisors,
managers and direct or
indirect control of investment
in the business
Comprehensive investment
Number of
shares
Shareholdin
gratio %
Number of
shares
Shareholdin
gratio %
Number of
shares
Shareholdin
gratio %
EVERSPRING, Singapore 31,462,000
100.00

-

-

31,462,000

100.00
Worldtrend Security Co., Ltd. 20,275,974
95.36

987,626

4.64

21,263,600

100.00
EVERSPRING, USA 260,000
94.55

-

-

260,000

94.55
Zisheng Wisdom Technology
Co.,Ltd.
44,846,800
100.00

-

-

44,846,800

100.00
Phase Electronics (UK) Ltd. 2,395,662
100.00

-

-

2,3956,62

100.00
Tongsheng Development &
Construction Co.,Ltd.
8,800,000
27.88

22,768,600

72.12

31,568,600

100.00
Huachen Apartment Building
Management and Maintenance
Co.,Ltd.
0
0

1,000,000

100.00

1,000,000

100.00
Dongguan Liyuan Electronics
Co.,Ltd.
0
0

-

100.00

-

100.00
Ningbo Guanglian Electronics
Co.,Ltd.
0
0

-

100.00

-

100.00
Suzhou Ma Liqiang Lubricant
Co.,Ltd.
0
0

-

100.00

-

100.00
Dongguan Fengcheng
Intelligent TechnologyCo.,Ltd.

0

0

-

100.00

-

100.00
Keya Biotechnology Co., Ltd. 14,093,380
10.16

9,251,195

6.67

23,344,575

16.83
Leading Ventures 278,260
3.48

-

-

278,260

3.48
Huanchen Technology 1,652,000
13.77

-

-

1,652,000

13.77
Lianying International 700,000
5.44

-

-

700,000

5.44
Fubon 4,019
0

-

-

4,019

0
High-end vaccine 2,190,126
1.04

1,579,764

0.75

3,769,890

1.79
ARCH VENTURE FUND 0
0

-

-

-

-
Green Energy 0
0

190,000

-

190,000

-
Translin Translink 0
0

-

0.79

-

0.79
Integrated Energy Development 0
0

1,000,000

10.00

1,000,000

10.00
Phase Elctronics (UK) Ltd 102,468
(Note 1)

-

-

102,468

(Note 1)

Note 1: The nature is a Preferred Shares.

41

4.1 Capital and Shares

IV. Capital Overview

1. Source of Capital

(1) Equity formation process

Date Issue
Price
Approved Capital Approved Capital Paid-in Capital Paid-in Capital Remarks Remarks Remarks
Number of
Shares
Amount Number of
Shares
Amount Source of Capital Subscript ions
Paid with
Property other
than Cash
Other
1996.07 10 50,000,000
500,000,000

46,123,143

461,231,430

Surplus capital increase41,930,130NTD
1996.7.2(85)TSE(一)No.41301Approved
N/A -
1997.07 10 100,000,000
1,000,000,000

64,341,962

643,419,620

Capital increase 100,000,000NTD
Surplus capital increase82,188,190NTD
1997.6.19(86)TSE(一)No.44582Approved
N/A -
1998.04 10 100,000,000
1,000,000,000

76,341,962

763,419,620

Capital increase 120,000,000NTD
1998.2.9(87)TSE(一)No.15665Approved
N/A -
1998.07 10 150,000,000
1,500,000,000

113,546,953

1,135,469,530

Surplus capital increase207,151,270NTD
Capital reserve transferred to capital increase164,898,640NTD
1998.6.3(87)TSE(一)No.48083Approved
N/A -
1999.06 10 153,000,000
1,530,000,000

150,783,937

1,507,839,370

Surplus capital increase179,340,020NTD
Capital reserve transferred to capital increase193,029,820NTD
1999.6.29(88)TSE(一)No.59095Approved
N/A -
2000.05 10 380,000,000
3,800,000,000

216,500,000

2,165,000,000

Surplus capital increase400,827,940NTD
Capital reserve transferred to capital increase256,332,690NTD
2000.5.23(89)TSE(一)No.44767Approved
N/A -
2001.08 10 380,000,000
3,800,000,000

263,500,000

2,635,000,000

Surplus capital increase340,100,000NTD
Capital reserve transferred to capital increase129,900,000NTD
2001.8.1(90)TSE(一)No.149329Approved
N/A -
2002.03 10 380,000,000
3,800,000,000

285,651,864

2,856,518,640

Convertible corporate bonds into ordinary shares 221,518,640NTD
2002.3.14Business WordNo.09101085030
N/A -
2002.05
10
380,000,000
3,800,000,000

308,148,253
3,081,482,530 Surplus capital increase224,963,890NTD
2002.5.30(91)TSE(一)No.129416
N/A
2002.06
10
380,000,000
3,800,000,000

317,806,315
3,178,063,150 Exchange of bond rights certificates for new shares 96,580,620NTD
2002.8.1Business WordNo.09101305760
N/A
2002.09
10
380,000,000
3,800,000,000

318,261,341
3,182,613,410 Exchange of bond rights certificates for new shares 4,550,260NTD
2002.11.5Business WordNo.09101425390
N/A
2002.12
10
380,000,000
3,800,000,000

318,350,626
3,183,506,260 Exchange of bond rights certificates for new shares 892,850NTD
2003.1.23Business WordNo.09201015200
N/A
2003.03
10
380,000,000
3,800,000,000

318,374,434
3,183,744,340 Exchange of bond rights certificates for new shares 238,080NTD
2003.3.19Business WordNo.09201082400
N/A
2003.09
10
380,000,000
3,800,000,000

318,506,883
3,185,068,830 Exchange of bond rights certificates for new shares 1,324,490NTD
2003.9.9Business WordNo.09201266670
N/A
2003.10
10
380,000,000
3,800,000,000

310,252,883
3,102,528,830 Cancellation of capital stock of treasury shares82,540,000NTD
2003.10.3Business WordNo.09201284310
N/A
2003.10
10
380,000,000
3,800,000,000

310,978,983
3,109,789,830 Surplus capital increase7,261,000NTD
2003.7.14(92)TSE(一)No.133519
N/A
2003.12
10
380,000,000
3,800,000,000

305,978,983
3,059,789,830 Cancellation of capital stock of treasury shares50,000,000NTD
2003.12.10Business WordNo.09201330810
N/A
2004.06
10
380,000,000
3,800,000,000

295,978,983
2,959,789,830 Cancellation of capital stock of treasury shares100,000,000NTD
2004.07.09Business WordNo.09301088140
N/A
2004.09
10
380,000,000
3,800,000,000

286,478,983
2,864,789,830 Cancellation of capital stock of treasury shares95,000,000NTD
2004.09.17Business WordNo.09301173320
N/A
2005.04
10
380,000,000
3,800,000,000

277,978,983
2,779,789,830 Cancellation of capital stock of treasury shares85,000,000NTD
2005.04.18Business WordNo.09401063580
N/A

42

Date Issue
Price
Approved Capital Approved Capital Paid-in Capital Paid-in Capital Remarks Remarks Remarks
Number of
Shares
Amount Number of
Shares
Amount Source of Capital Subscript ions
Paid with
Property other
than Cash
Other
2005.10
10
380,000,000
3,800,000,000

285,493,352
2,854,933,520 Surplus capital increase 75,143,690NTD
2005.10.20Business Word No.09401209420
N/A
2005.10
10
380,000,000
3,800,000,000

273,493,352
2,734,933,520 Cancellation of capital stock of treasury
shares120,000,000NTD
2005.10.28Business Word No.09401217150
N/A
2005.11
10
380,000,000
3,800,000,000

265,993,352
2,659,933,520 Cancellation of capital stock of treasury
shares75,000,000NTD
2005.11.9Business Authorized Word
No.09401224470
N/A
2006.01
10
380,000,000
3,800,000,000

255,493,352
2,554,933,520 Cancellation of capital stock of treasury
shares105,000,000NTD
2006.1.11Business Word No.09501005690
N/A
2006.05
10
380,000,000
3,800,000,000

250,493,352
2,504,933,520 Cancellation of capital stock of treasury
shares50,000,000NTD
2006.05.15Business Authorized Word
No.09501087710
N/A
2006.12
10
380,000,000
3,800,000,000

235,493,352
2,354,933,520 Cancellation of capital stock of treasury
shares150,000,000NTD
2006.12.07Business Authorized Word
No.09501273130
N/A
2007.03
10
380,000,000
3,800,000,000

232,993,352
2,329,933,520 Cancellation of capital stock of treasury
shares25,000,000NTD
2006.03.12Business Authorized Word
No.09601048000
N/A
2007.08
10
380,000,000
3,800,000,000

228,503,352
2,285,033,520 Cancellation of capital stock of treasury
shares44,900,000NTD
2007.08.28Business Authorized Word
No.09601209040
N/A
2008.04
10
380,000,000
3,800,000,000

224,503,352
2,245,033,520 Cancellation of capital stock of treasury
shares40,000,000NTD
2008.04.23Business Authorized Word
No.09701097460
N/A
2009.04
10
380,000,000
3,800,000,000

218,503,352
2,185,033,520 Cancellation of capital stock of treasury
shares60,000,000NTD
2009.04.08Business Authorized Word
No.09801067990
N/A
2009.07
10
380,000,000
3,800,000,000

216,723,352
2,167,233,520 Cancellation of capital stock of treasury
shares17,800,000NTD
2009.07.02Business Authorized Word
No.09801134270
N/A
2010.05
10
380,000,000
3,800,000,000

215,303,352
2,153,033,520 Cancellation of capital stock of treasury
shares14,200,000NTD
2010.05.31Business Authorized Word
No.09901111860
N/A
2017.09
10
380,000,000
3,800,000,000

214,021,602
2,140,216,020 Cancellation of capital stock of treasury
shares12,817,500NTD
2017.09.13Business Authorized Word
No.10601128610
N/A
(2) Types of Shares
2021/4/24

2021/4/24

Types of Shares

Approved share capital Remark
Outstanding Shares
(Note)
Unissued shares Summary
Registered common
stock
214,021,602 Shares 165,978,398 Shares 380,000,000 Shares -

Note: It is a Listed stock 。

  • (3) Information about the collective declaration system: none

  • Shareholder structure 2021/04/24

Shareholder
structure
Number


Government
agency
Financial
institution
Other Juridical
Persons
Individual Foreign institutions
and foreigners
Total
People 0 0 33 28,847 49 28,929
Number of shares
held(shares)
0 0 4,693,725 206,279,715 3,048,162 214,021,602
Shareholding ratio
(%)

0
0 2.19 96.38 1.43 100

43

3. The situation of equity dispersion (10 NTD per share)

2021/04/24

2021/04/24
Shareholding Level Number of
shareholders
Shares Shareholding ratio
%
1~999 8,103 1,216,459 0.57
1,000~5,000 16,024 34,836,905 16.28
5,001~10,000 2,608 21,538,805 10.06
10,001~15,000 659 8,643,368 4.04
15,001~20,000 546 10,426,538 4.87
20,001~30,000 378 10,064,851 4.70
30,001~40,000 156 5,684,261 2.65
40,001~50,000 109 5,116,924 2.39
50,001~100,000 211 15,600,059 7.29
100,001~200,000 78 10,843,124 5.07
200,001~400,000 37 11,613,019 5.42
400,001~600,000 11 5,662,740 2.65
600,001~800,000 3 2,114,000 0.99
800,001~1,000,000 0 0 0
1,000,001以上 6 70,660,549 33.02
Total 28,929 214,021,602 100.00

Preferred Shares: None

  1. List of major shareholders: the names, shareholdings, and proportions of shareholders with a shareholding ratio of more than 5% or the top 10 shareholders with a shareholding ratio

ratio
2021/04/24
Shares
Shares Ratio
Main Shareholders
NallyChang 32,450,492
15.16%
HuangZiliang 16,464,637
7.69%
Kao Yonghua 13,442,914
6.28%
Shu Chai Investment Co.,Ltd. 3,474,000
1.62%
Li Chiulan 2,769,506
1.29%
Li Liching 2,059,000
0.96%
TongchuangInvestment Holdings Co.,Ltd. 715,000
0.33%
HuangLongbo 700,000
0.33%
YangMingde 699,000
0.33%
Lin Wenfeng 580,000
0.27%

44

  1. Each stock market price, net value, surplus, dividend and related information in the most recent two years
Unit: NTD/Shares Unit: NTD/Shares Unit: NTD/Shares Unit: NTD/Shares Unit: NTD/Shares

Item
Year
2019 2020 Till
2021/03/31
(Note 8)
Market
price per
share
(Note 1)
Highest 16.40 24.65 19.55
Lowest 10.15 5.87 12.45
Average 11.79 13.56 17.03
Net price
per share
(Note 2)
Before distribution 9.73 10.98 Not Applicable
After distribution 9.73 10.98
Earnings
per share
Weighted average number of
shares
214,021,602 214,021,602
Earningsper share(Note 3) (0.84) 0.91
Dividend
per share
Cash dividend -- --
Free
allotm
ent
Surplus allotment -- --
Capital reserve allotment -- --
Accumulated unpaid dividends
(Note 4)
-- --
Return on
investment
analysis
P/E ratio(Note 5) -- --
P/L ratio(Note 6) -- --
Cash dividend yield (Note 7) -- --
  • Note 1: List the highest and lowest market prices of common stocks in each year, and calculate the average market prices for each year based on the transaction value and volume of each year.

  • Note 2: Please fill in the list based on the number of issued shares at the end of the year and the distribution based on the resolution of the shareholders meeting in the following year.

  • Note 3: If retrospective adjustment is required due to circumstances such as gratuitous allotment, the earnings per share before and after adjustment shall be shown.

  • Note 4: If the equity securities issuance conditions stipulate that the dividends not paid in the current year will accumulate to the year when there is a surplus, the cumulative unpaid dividends as of the current year shall be disclosed separately.

  • Note 5: P/E ratio = average closing price per share for the year/earnings per share.

  • Note 6: P/D ratio = average closing price per share for the year/cash dividend per share.

  • Note 7: Cash dividend yield = cash dividend per share/average closing price per share for the year. Note 8: The net value per share and earnings per share should be filled in with the information verified (reviewed) by an accountant as of the printing date of the annual report for the most recent quarter; the remaining fields should be filled in with the data of the current year as of the printing date of the annual report.

It has not been approved by the shareholders' meeting in 2020.

45

  1. The company's dividend policy and implementation status

  2. (1) Dividend policy stipulated in the company's articles of association If the company makes a profit during the year (the so-called profit refers to the pre-tax benefits deducting the distribution of employee compensation and the benefits before the compensation of directors and supervisors), 3.75% to 12% should be allocated for employee compensation and no more than 3% for directors and supervisors. However, when the company still has accumulated losses (including adjustments to the amount of undistributed surplus), it shall reserve the compensation amount in advance. The employee remuneration mentioned in the preceding paragraph may be paid in stocks or cash, and the payment objects may include employees of affiliated companies who meet the conditions set by the board of directors. The remuneration of directors and supervisors in the preceding paragraph can only be paid in cash. The first two items shall be implemented by the board of directors with more than two-thirds of the directors present and a resolution approved by more than half of the directors present, and report to the shareholders meeting.

  3. If the company’s annual final accounts have net profit after tax for the current period, it should first make up for the accumulated losses (including adjustments to the amount of undistributed surplus), and allocate 10% of the legal surplus reserve according to law; but the statutory surplus reserve has reached the company’s actual This is not the case when the total capital is collected. The special surplus reserve shall be allocated or transferred in the second time according to laws or regulations or regulations of the competent authority. The subsequent surplus, together with the undistributed surplus at the beginning of the period (including adjustments to the amount of undistributed surplus), shall be drafted by the board of directors for a surplus distribution proposal, and the shareholders' meeting shall be submitted to a resolution to distribute shareholder dividends.

The company’s dividend policy is based on the current and future development plans, considering the investment environment, capital needs and domestic and foreign competition, and taking into account the interests of shareholders. Each year’s surplus plus the previous year’s undistributed surplus is the shareholder’s dividends and dividends, which are determined by the board of directors. The proposed surplus distribution proposal shall be resolved by the shareholders meeting.

  • (2) The situation of the proposed dividend distribution for the current year: After the company's 2020 net profit after tax made up for the accumulated losses at the beginning of the period, there were still accumulated losses in the accounts, so the board of directors passed a resolution on March 24, 2021 to not distribute dividends.

  • The impact of the free allotment proposed by the shareholders' meeting on the company's operating performance and earnings per share: Not applicable.

    • (This 2021 shareholders meeting has not proposed a free allotment of shares)
  • Remuneration of employees, directors and supervisors

  • (1) The amount or scope of the remuneration of employees, directors and supervisors as stated in the articles of association: Allocate 3.75%~12% for employee compensation and no more than 3% for directors and supervisors

  • (2) If there is a difference between the estimated basis of the estimated amount of compensation for employees, directors and supervisors and the actual allotment amount in the current period, the accounting treatment:

    • The 2020 year is the net profit after tax. After making up for the accumulated losses at the beginning of the period, because there are still accumulated losses in the accounts, 0 yuan for employee remuneration and 0 yuan for directors are paid.

    • The remuneration for directors and supervisors paid in 2020, except for the remuneration received by the directors and employees, the rest is only paid for the horse and horse expenses of the meeting and the remuneration paid by the independent directors on a monthly basis, which is not related to the after-tax profit and loss and changes in remuneration.

  • (3) Proposed employee compensation and other information approved by the board of directors:

    • (i) Remuneration for employees and the amount of compensation for directors and supervisors distributed in cash or stocks: Not applicable.

    • (ii) The proportion of the amount of employee compensation distributed by stocks to the total amount of the individual or individual financial report after-tax net profit and total employee compensation for the current period: Not applicable.

  • (4) The actual distribution of remuneration for employees, directors, and supervisors in the previous year (including the number of allotted shares, amount and stock price), and differences between the remuneration of recognized employees and the remuneration of directors and supervisors, and the number of differences should be stated , Reasons and handling circumstances: The company did not pay employee compensation and directors and supervisors' compensation in 2019, so it is not applicable.

46

9. The situation of the company buying back the company's shares (implemented)

2021/04/24

Buy back No. 1st 2nd 3rd 4th
Buy back purpose Transfer to employees Transfer to employees Transfer to employees Maintain the company's
credit and shareholder
rights and cancel shares
Buyback period 2000.10.24~
2000.12.23
2002.8.9~
2002.10.8
2002.11.27~
2003.1.26
2003.3.11~
2003.5.10
Buyback price range 50~80 NTD 12.74~22 NTD 13~20 NTD 10~12 NTD
Type and quantity of shares bought
back
5,000,000 ordinary
shares
12,000,000 ordinary
shares
5,500,000 ordinary
shares
5,000,000 ordinary
shares
Amount of shares bought back 315,470,895 NTD 205,368,506 NTD 89,121,962 NTD 54,805,725 NTD
Number of shares cancelled and
transferred
5,000,000 shares 12,000,000 shares 5,500,000 shares 5,000,000 shares
Cumulative number of shares of
Everspring
- - - -
(Cumulative number of shares of
Everspring)/(Total issued shares)
Ratio(%)
- - - -
Buy back No. 5th 6th 7th 8th
Buy back purpose Maintain the
company's credit and
shareholder rights and
cancel shares

Maintain the
company's credit and
shareholder rights
and cancel shares
Cooperate with the
issuance of warrants
for equity conversion

Maintain the
company's credit and
shareholder rights
and cancel shares
Buyback period 2003.5.29~2003.7.28 2003.9.1~2003.10.31 2004.2.18~2004.4.16 2004.3.4~2004.5.3
Buyback price range 10~12.8 NTD 11~14 NTD 12~16 NTD 12~16 NTD
Type and quantity of shares bought
back
3,254,000 Ordinary
shares
5,000,000 Ordinary
shares
2,500,000 Ordinary
shares
6,000,000 Ordinary
shares
Amount of shares bought back 38,890,777 NTD 58,183,791 NTD 34,195,202 NTD 78,433,811 NTD
Number of shares cancelled and
transferred
3,254,000 shares 5,000,000 shares 2,500,000 shares 6,000,000 shares
Cumulative number of shares of
Everspring
- - - -
(Cumulative number of shares of
Everspring)/(Total issued shares)
Ratio(%)
- - - -

47

Buy back No. 9th 10th 11th 12th
Buy back purpose Maintain the company's
credit and shareholder
rights and cancel shares


Maintain the
company's credit
and shareholder
rights and cancel
shares
Maintain the
company's credit
and shareholder
rights and cancel
shares
Maintain the
company's credit
and shareholder
rights and cancel
shares
Buyback period 2004.3.24~
2004.5.21
2004.07.1-
2004.8.31
2004.7.15-
2004.9.14
2004.12.2-
2005.2.1
Buyback price range 12~16 NTD 9-13 NTD 9-13 NTD 8-11.85 NTD
Type and quantity of shares bought
back
4,000,000 Ordinary
shares
4,000,000 Ordinary
shares
5,500,000 Ordinary
shares
5,000,000 Ordinary
shares
Amount of shares bought back 48,097,483 NTD 37,466,606 NTD 47,277,550 NTD 37,126,452 NTD
Number of shares cancelled and
transferred
4,000,000 shares 4,000,000 shares 5,500,000 shares 5,000,000 shares
Cumulative number of shares of
Everspring
- - - -
(Cumulative number of shares of
Everspring)/(Total issued shares)
Ratio(%)
- - - -
Buy back No. 13th 14th 15th 16th
Buy back purpose


Maintain the company's
credit and shareholder
rights and cancel shares
Maintain the
company's credit
and shareholder
rights and cancel
shares




Maintain the
company's credit
and shareholder
rights and cancel
shares



Maintain the
company's credit and
shareholder rights and
cancel shares
Buyback period 2005.1.31-
2005.3.30
2005.4.25-
2005.6.24
2005.11.7-
2006.1.6
2005.12.26-
2006.2.25
Buyback price range 7.6-11 NTD 6-10.5 NTD 5-10 NTD 6-10 NTD
Type and quantity of shares bought
back
3,500,000 Ordinary
shares
7,500,000 Ordinary
shares
5,000,000 Ordinary
shares
5,000,000 Ordinary
shares
Amount of shares bought back 26,152,293 NTD 51,888,994 NTD 28,954,505 NTD 32,678,917 NTD
Number of shares cancelled and
transferred
3,500,000 shares 7,500,000 shares 5,000,000 shares 5,000,000 shares
Cumulative number of shares of
Everspring
- - - -
(Cumulative number of shares of
Everspring)/(Total issued shares)
Ratio(%)
- - - -

48

Buy back No. Buy back No. 17th 17th 18th 19th 20th
Buy back purpose Transfer to
employees
Maintain the
company's credit and
shareholder rights and
cancel shares
Maintain the
company's credit and
shareholder rights and
cancel shares
Cooperate with the
issuance of warrants
for equity conversion
Buyback period 2006.4.25-
2006.6.24
2006.6.12-
2006.8.11
2006.9.27-
2006.11.26
2007.3.22-
2007.05.21
Buyback price range 6-10 NTD 6-10 NTD 5-10 NTD 6-10 NTD
Type and quantity of shares bought
back
5,000,000 Ordinary
shares
5,000,000 Ordinary
shares

10,000,000 Ordinary
shares

2,000,000 Ordinary
shares
Amount of shares bought back 35,212,737 NTD 33,393,945 NTD 69,166,468 NTD 19,069,101 NTD
Number of shares cancelled and
transferred
5,000,000 shares 5,000,000 shares 10,000,000 shares 2,000,000 shares
Cumulative number of shares of
Everspring
- - - -
(Cumulative number of shares of
Everspring)/(Total issued shares) Ratio
(%)
- - - -
Buy back No. 21st 22nd 23rd 24th
Buy back purpose Maintain the
company's credit and
shareholder rights and
cancel shares
Maintain the company's
credit and shareholder
rights and cancel shares
Maintain the company's
credit and shareholder
rights and cancel shares
Transfer to
employees
Buyback period 2007.4.25-
2007.6.24
2007.12.6-
2008.01.30
2008.10.16-
2008.12.15
2014.08.18~
2014.10.17
Buyback price range 7-12 NTD 7-12 NTD 3.20-7.35 NTD 20 ~ 32 NTD
Type and quantity of shares bought
back
4,490,000 Ordinary
shares
4,000,000 Ordinary
shares
6,000,000 Ordinary
shares
1,731,000 Ordinary
shares
Amount of shares bought back 48,486,709 NTD 37,216,222 NTD 30,022,667 NTD 42,829,328 NTD
Number of shares cancelled and
transferred
4,490,000 shares 4,000,000 shares 6,000,000 shares 1,731,000 shares
Cumulative number of shares of
Everspring
- - - -
(Cumulative number of shares of
Everspring)/(Total issued shares)
Ratio(%)
- - - -

Circumstances when the company buys back the company's shares (the one

still in execution): No such situation

  • 4.2 Issuance of Corporate Bond: None.

4.3 Issuance of Preferred Stocks: None.

  • 4.4 Issuance of Global Depositary Receipts (GDR): None.

  • 4.5 Exercise of Employee Stock Options (ESOP): None.

  • 4.6 Circumstances for Restricting Employee Rights to New Shares: None. 4.7 Mergers and Acquisitions of New Shares Issued by Other Companies: None.

4.8 Execution of Capital Utilization Plan:

  • The previous issuances or private placement of securities have not been completed or have been completed within the last three years and the benefits of the plan have not yet appeared: None.

49

V. Business Overview

5.1 Business Content

  1. Business scope

  2. (1) The main content of the company's business

  3. C805050 Industrial plastic products manufacturing

  4. CB01020 Business Machine Manufacturing

  5. CC01030 Electrical and audio-visual electronic products manufacturing industry

  6. CC01060 Wired Communication Machinery Equipment Manufacturing

  7. CC01070 Wireless Communication Machinery Equipment Manufacturing

  8. CC01080 Electronic Components Manufacturing

  9. CC01101 Telecom Control Radio Frequency Equipment Manufacturing

  10. CC01110 Computer and Peripheral Equipment Manufacturing

  11. CE01010 General instrument manufacturing industry

  12. CE01030 Optical instrument manufacturing industry

  13. E599010 Piping Engineering Industry

  14. E601020 Electrical installation industry

  15. E603040 Fire safety equipment installation engineering industry

  16. E603050 Automatic control equipment engineering industry

  17. E603090 Lighting equipment installation engineering industry

  18. E605010 Computer Equipment Installation Industry

  19. E701040 Simple telecommunications equipment installation industry

  20. F112040 Wholesale of petroleum products

  21. F113030 Wholesale of precision instruments

  22. F113050 Wholesale of computer and business machinery and equipment

  23. F113070 Telecommunications equipment wholesale industry

  24. F117010 Wholesale of fire safety equipment

  25. F118010 Information software wholesale industry

  26. F119010 Wholesale of electronic materials

  27. F213030 Retail of computer and business machinery and equipment

  28. F213040 Retail of precision instruments

  29. F213060 Telecom equipment retail industry

  30. F213080 Retail of machinery and appliances

  31. F217010 Retail business of fire safety equipment

  32. F218010 Information software retail industry

  33. F219010 Electronic materials retail

  34. F401010 International Trade Industry

  35. F401021 Telecom Control Radio Frequency Equipment Input Industry

  36. I103060 Management Consulting Industry

  37. I301010 Information Software Service Industry

  38. I301020 Data Processing Service Industry

  39. I301030 Electronic Information Supply Service Industry

  40. I599990 Other design industry

  41. IF01010 Fire safety equipment maintenance industry

  42. JA02010 Electrical and electronic product repair industry

  43. JE01010 Leasing Industry

  44. ZZ99999 In addition to permitted businesses, businesses that are not prohibited or restricted by laws and regulations can be operated

50

(2) Operating proportion

2020 main product revenue proportion

Unit: NTD Thousand Unit: NTD Thousand
Main Product Amount Ratio
Intelligent security control and anti-theft
automation system
49,889 39.96%
Smart lighting 18,697 14.97%
Smart sensors,alarms,controllers 21,886 17.53%
Others 34,387 27.54%
Total 124,859 100.00%
  • (3) The current commodity items mainly consist of security and intelligent control products, which are as follows:

  • (i) Intelligent security control and anti-theft automation system:

The product is a systematic structure, except for the hardware part, there is also a back-end platform that can be expanded. The products mainly include professional anti-theft host image equipment, sensors and alarms, etc., which have the functions of smoke detection, protection, anti-theft, monitoring and deterring crimes. The company has developed a product that combines security and home automation in a host, and at the same time integrates high-definition image quality network cameras and cloud services to provide users with diversified and comprehensive services. Combined with mobile phone applications, remote monitoring and control can be performed by handheld devices to achieve more convenient and real-time purposes.

  • (ii) Intelligent lighting products:

Using the principle of automatic induction of human thermal energy displacement, automatic lighting is activated to save energy and deter intruders.

  • (iii) Smart sensors, alarms, and controller products:

Using the principle of automatic induction of human thermal energy displacement, applications include anti-theft induction, automatic control of related products, and a lightweight standalone system that can meet the requirements of safety and green energy.

  • (4) New products planned to be developed

  • (i) EVERSPRING professional two-way U-NET is upgraded to long-distance U-NET4.0→5.0.

(ii) Z-Wave500 is upgraded to 700 series (long-distance series).

  • (iii) Home automation Gateway integrates Voice & Video monitoring system.

  • (iv) Server construction combines Gateway & APP and integrates third-party services, and uses software to complete a multi-functional platform for smart homes and building cities.

  • (v) Multifunctional digital audio-visual intercom system, covering indoor and door phones.

  • (vi) Induction combined with AI smart judgment technology

(vii) Cooperate with the development of anti-pandemic related products.

(viii) Smart building system reduced class community facilities and services.

51

  1. Industry Overview

  2. (1) Current status and development of the industry:

Home security has gradually been integrated into the application of smart homes, which are mainly related to security monitoring and home protection, and the growth rate continues to increase. For example, video surveillance, smart door locks, and smoke detection are all very popular solutions. Video surveillance accounts for the largest proportion.

Analysts of the Industrial Research Institute believe that in the era of smart video surveillance, cloud value-added services will become the mainstream. Real-time notification, playback functions, event analysis, face/behavior recognition, displacement status sensing, etc., make video surveillance gradually become A more comprehensive smart home monitoring solution can extend the service to the field of indoor monitoring and home care after mastering the basic home surrounding security.

In addition to video surveillance, various sensory detectors have gradually penetrated into the home. Detectors such as temperature and humidity, smoke, gas, fire status, door and window switches, etc. have related products, and they can also be carried out with mobile phones and apps after installation. Home condition monitoring. These diversified home sensors can provide functions such as pre-prevention, event notification and even active intimidation, forming a more personalized security system, which can respond to different situations in the home at any time, connect neighbors and even the community for joint protection or more security value-added services.

The Internet of Things will continue to drive business opportunities in the smart home market. From security monitoring to home care, and even more diversified services, safety, convenience, and embodying the core values of each family have become the top priority. It is foreseeable that smart homes will continue to differ from different industries Enhance value together.

In addition, in recent years, the international community has attached great importance to issues such as climate change and energy depletion. The high energy consumption and high cost of buildings have become a global challenge. For this reason, the concept of "smart building" came into being, using various systems such as energy, technology, communications and other building systems to achieve advanced automation and energy-saving effects in buildings.

  • (2) The relevance of the industry's upper, middle and lower reaches: Upstream: supply of raw materials and components

Mainly include optical components (optical lenses, filters, panels); sensing components (infrared sensors, gas sensors, liquid level sensors, temperature and humidity sensors); IC components (chipsets, single chips) Controller, memory, large programmable logic IC); electronic components (resistors, capacitors, inductors, transistors, etc.); mechanical components (chassis, cushions, accessories); other components (switches, wires, circuit boards, Power Supplier)

Midstream: product development and manufacturing

Mainly include intelligent security control and anti-theft automation system; intelligent lighting fixtures; intelligent sensors, alarms, controllers; other peripheral related products.

Downstream: sales channels and customers

Mainly include distributors, agents, system integrators, builders, telecommunications companies and security industry.

  • (3) Various development trends and competition conditions of the product:

52

The development of key functions of Smart Home today can be roughly divided into four categories: security monitoring, energy-saving control, convenience and comfort, and home care. These four functions all apply sensing technology. The smart application type of the outer layer of the building is mainly based on security monitoring, and in terms of energy saving, sensing technology is also the main point of the system. Various controllers in the building need to be combined with sensing equipment. Using the human body as an analogy, it is like the eyes, skin, nose... and other sensory organs and arms. When the sensory organs sense information, the brain will issue instructions to instruct the arm to move. In terms of convenient and comfortable functions, the temperature sensor can sense the room temperature to adjust the air volume and temperature of the air-conditioning system; or the sensor can capture the movement path of the human body in the corridor. When traveling, the light at a certain distance in front of the human body It will gradually turn on, and the light at the back will gradually dim and then turn off.

Home care is a system that uses more sensing technologies in Smart Home. Through the new generation of AI intelligent judgment, the diversification and accuracy of sensing are increased, and more new service items can be achieved, and the communication technology can exchange data to achieve common diagnosis and treatment services to make up for the regret of insufficient medical resources in remote areas. With the proficiency of Internet technology and the age of society, this telemedicine model has gradually moved from the hospital to the family, forming a home-based and community-based health care model. To put it simply, home health care is to integrate the information of various medical testing equipment at home and upload it to the management platform through the Internet, so that the hospital can keep abreast of the health status of residents at home, especially patients or the elderly. The sensors built in Smart Home are of the same type as those used in general hospitals. They are all physiological sensors such as pulse, blood pressure, heartbeat... etc. The difference lies in the stability of signal transmission. Once the signal is interrupted at home, it may be a device problem, or it may be an accident in the body of the person being measured, but the person is not in the hospital, and it is difficult for the nursing staff to distinguish. In order to enable remote monitoring equipment to fully grasp the information, the focus of this type of application architecture is not only the stability of communication, but also the provision of real-time security or property management services, which is also a key element for the implementation of home care functions.

In different regions (European or American markets), people use Smart Home system products in different ways due to differences in humanistic environment and life culture. Therefore, the Smart Home system products must not only meet local requirements, but will also move towards customized and localized services.

The business opportunities of smart homes are the most promising hot projects in the industry in recent years, but to seize market opportunities, in addition to deep software capabilities, it also requires rapid product integration capabilities to provide value-added services to customers.

  1. Technology and R&D Overview

53

We are a professional security monitoring manufacturer. We have always focused on home security and energy-saving products as the main technical research and development axis, and we continue to innovate products to actively update technology, and use IP and U-NET for security, security protection, automation control, and energy-saving projects. Integration to provide customers with better quality and practical products. Recently, it has been more active in cooperating with major telecom system vendors to enter the smart green building market and step up the development of network access control intercom products, integrating security, intercom, light control, Surveillance and other systems, in order to achieve the demands of safety, comfort, and convenience, are expected to contribute to the deteriorating environment of the planet and gain a comparative advantage in the surveillance and security market of the security control industry.

In 2021, R&D will focus on the introduction of new technologies and system integration and the development of cloud service platform system functions:

  • (1) The function of the home security control system is continuously improved, and new control technology and man-machine control interface are introduced to provide a control host with stronger functions and more convenient operation.

  • (2) Develop a new generation of intelligent surveillance camera transmission technology to integrate with existing home security systems, provide complete digital video security functions and integrate network functions to achieve multi-function and multi-purpose.

  • (3) Ultra-low power consumption miniaturized wireless intelligent sensing technology, through the home gateway (Home gateway), to show a complete smart life technology application program.

  • (4) Home control host technology integration (xDSL/MOD/Zigbee/Z-Wave/BLE)

  • (5) Research and development of home energy-saving monitoring and control technology. Currently, a variety of LED energy-saving lighting, automatic detection energy-saving technology and more solar energy application technologies have been developed.

  • (6) Smart building system research and development, integration, security, lighting control, electrical control and other home automation control, multimedia, audio-visual intercom, community video monitoring and other systems, also integrate the property management system into the smart building system, and you only need to be at home in the future Call the required services at any time, and complete the integrated development with the cloud platform and cloud service system functions.

  • (7) The research and development of smart sensors, combined with AI smart judgment to create a new application environment

R&D expenses invested in the most recent year and up to the date of publication of the

54

annual report

annual report
Year 2020 Till 2021/3/31
Invested Amount NT$ 40,769,000 NT$ 10,799,000

4. Long-term and short-term business development plans

  • (1) Short-term business overview:

With the advancement of network and smart electronic device technology, the functions continue to increase. It is expected that the application of smart home and smart security market will grow rapidly. Smart product solutions for remote control through mobile Internet access will become the main force of our product. After the completion of the product line and technical integration of cloud smart home and smart security, Everspring will focus on the three major customer categories of telecom operators, system vendors and security brand channels.

(2) Long-term business overview:

With the development of cloud technology, the era of all-round smart life is coming. In the past, the group developed from the R&D and manufacturing of security control products to the security, system integration, property management and construction industries. Through business model innovation, the group became a "smart building and home security control system service solution brand provider".

The synergy of group development will appear year by year. In terms of smart buildings and professional markets, through the construction companies, security companies (Worldtrend Security) and property management companies within the group, they are jointly committed to the development of cloud platforms and cloud services, and promote family cloud, community cloud, street cloud, etc., to provide far-reaching security services.

55

5.2 Market, Production and Sales Status

  1. Market Analysis

  2. (1) Sales area of main products and Services

Percentage of different sales locations in 2020

Unit: NTD

Unit: NTD
Area Net Sales Ratio
Domestic 27,043,000 21.66%
Europe 72,540,000 58.10%
Asia 5,826,000 4.67%
America 18,035,000 14.44%
Others 1,415,000 1.13%
Total 124,859,000 100.00%

We have gradually integrated security, security, anti-theft, automated control and energy-saving products into intelligent integration, providing customers with more innovative and practical products, and has been actively cooperating with major telecom system vendors around the world to enter different market areas. The company strives to develop different markets, integrates security control, light control, surveillance and other systems, provides better services to downstream customers, and closely integrates with customers to ensure that products meet market needs.

In the past, the main sales area of products was Europe and the United States. In the future, it will expand its market share in Europe and the United States, Central and South America and Southeast Asia's emerging markets and the domestic market with its own brand products.

(2) Market Outlook and Growth

According to the data of the research institution IEK, with the advent of the Internet of Things era, its related applications have been implemented in different fields. Among them, the application of smart homes is security monitoring (IP Camera, garage, door and window sensing) and smart energy saving (constant temperature). Devices, lighting, temperature control...) are the top two application projects. It is obvious that the business opportunities derived from smart life are endless. These are the products/services that Everspring has locked in.

In recent years, with the rise of the Internet of Things industry, the user value brought by the communication and collaboration between things has been highly valued. As Taiwan’s 4G Telecom gradually expands its territory, many communities have begun to use smart building materials to construct a smart Internet of Things environment, entering the era of truly smart Internet of Things. The corresponding concept in the construction field is "smart building materials". It believes that a "smart" building material needs to have key elements such as open interfaces, communication skills, self-repair capabilities, self-alarming capabilities, etc., so that the building can continue to be close to users Demand. Smart building materials are not only conducive to the promotion of smart buildings, but can also open up the export market and have the opportunity to develop into an industry that can drive Taiwan's economic growth. In addition to the smart outer building materials at the hardware level, the smart control system and software inside the building are also important items in the smart building

56

materials certification process, because only the integration of software and hardware can add smart building materials. The value is maximized. Since the previous year, Everspring has launched a smart central monitoring system with the group builders and won the Taiwan Excellent Smart Green Building System Product Award. It also represented Taiwan to Hong Kong in the Asia-Pacific finals and won the gold award in the design category and the gold award in the system product category. , Is a new milestone for Everspring to become a smart and green building product and service provider.

  • (3) Competitive niche

Sensors and wireless communication technology are very important links in the smart home system. We have invested in the design and manufacture of sensors in the early years, and have nearly a hundred invention patents and technologies such as micro-vibration sensing, infrared detection, and optical design. And sensing technology and wireless communication technology are the core technologies. It not only develops proprietary (Proprietary) communication technology by itself, but also develops various wireless communication protocol products such as Bluetooth, Wi-Fi, Z-Wave, ZigBee and DECT. Everspring not only has a very complete product line, but also has excellent product integration capabilities.

In the field of smart buildings, Everspring launched the smart central monitoring system solution. The system won the Platinum Award in the System Product Category from the Asia-Pacific Smart Green Building Alliance, and represented Taiwan in the selection of the Asia-Pacific Excellent Smart Green Building and System Product Awards. Yunchen has smart home security product design and platform integration capabilities. Through cooperation with construction companies within the group, it has designed a smart central monitoring system that best meets the needs of builders. For the introduction of such systems into community buildings and Commercial office buildings have great competitive advantages. In addition to the domestic market, this smart building material system integrating information and communication technology can be exported to foreign markets in the future.

  • (4) Advantages and disadvantages of development prospects and countermeasures

  • (i) Favorable factors

  • A. There are huge business opportunities for smart homes and smart security, and only a few companies that integrate products and services are currently entering this field. In the future, by strengthening the technology of the video terminal, we will create a differentiation from other competitors.

  • B. The company's smart home solutions have entered the European telecommunications industry and successfully entered different market areas. Since the beginning of this year, we are copying this successful business model and entering the markets of other European countries, China and Southeast Asia.

  • C. The company's fully digital smart building access control and security control system has successfully entered the domestic construction market. In the future, security and property management companies within the group can be integrated, together with a self-developed universal cloud service platform, to provide customers with one-stop and complete services.

  • (ii) Adverse factors and countermeasures for risk management

57

     - A. The problem of lack of labor and rising wages in mainland China is serious, resulting in a significant increase in manufacturing costs. Therefore, product design optimization and automated production processes must be introduced to solve the problem of manpower shortage and improve production efficiency and cost competitiveness.

     - B. The vicious competition and low-price order scrambles from mainland Chinese companies have become increasingly fierce. In response to countermeasures, in addition to enhancing the uniqueness and differentiation of new products in order to increase product added value and create competitive advantages, it is also necessary to master the marketing channels and brand awareness management in the international market.

     - C. International-level manufacturers such as Amazon and Google have begun to rush into the smart home and home security surveillance market. In the face of these industry competitions and challenges, which are different from the previous hardware-based industries, in response to countermeasures, in addition to strengthening the channel layout, it is more important to provide integrated value-added services in software and services. In addition, through the construction companies, security companies and property management companies within the group, we can work together to develop cloud platforms and cloud services, successfully copy the successful cases of green building materials and smart buildings to foreign markets, and create new smart building businesses opportunity.
  1. Important usage and production process of main products

  2. (1) Important usage of main product

  3. (i) Intelligent security control and anti-theft automation system:

    • Integrate wireless anti-theft host, monitor, sensor, remote control and alarm, so that the system has security protection functions such as anti-theft, fireproof, and waterproof to protect the safety of home life and property.

    • Integrate home automation lighting control, curtain control, ambient temperature and humidity sensing, motion sensing, and energy monitoring functions, allowing users to remotely monitor and control home equipment; at the same time, it takes into account the safety of the family and the convenience of life Sex can improve the quality of life and enrich the smart home life. In addition, through a variety of surveillance camera equipment with different functions, whether it is the help of the elderly or the child at home or the boss shop manager who wants to know the status of the store, users can monitor one-click view from the smart phone APP.

  4. (ii) Intelligent lighting fixtures:

    • Greening the environment and the earth is one of the company’s concepts. It uses the combination of PIR technology and lighting fixtures to reduce ineffective lighting and achieve the purpose of saving energy under the premise of ensuring good lighting effects. The LED fixtures are equipped with RF wireless control switches and adjustments. In addition to energy-saving effects, the light device can provide a variety of different lighting effects for the environment. The latest smart LED lamps and lanterns have added creativity. By replacing the projection film, it is possible to project a variety of different situations and seasonal lights.
  5. (iii) Smart sensors, alarms, controllers:

    • Including infrared sensors, magnetic reed switches, micro switches, temperature sensors, humidity sensors and gas sensors, etc., which can be applied to four important functions of smart home security monitoring, energy saving control, convenience and comfort, and home care in.

58

(2) Production Process

Sensors, security systems, lighting system products

Ele
Co
Ele
Co
ctronic
mponent
ctronic
mponent
Stencil
Print
Surface
Mount
Visual
Inspection
Horizontal
Plug-in
Vertical
Plug-In
Self
inspectio
Visual
Inspection

Reflow
Self
inspectio
Self
inspectio
E.Component
Optical
Component
Plastic
Material
M/E Component
E.Optical Component
Packaging
Finished Product
Manual
Plug-in
Visual
Inspection
Soldering
Solder
surfaces
Auto
Test
Function
Test
Process
inspection
Molding
Molding
Injection
Self
inspection
Assembly
Function
Test
Visual
Inspection
Process
inspection
Packing
Sealing
Process
inspection
Warehous
ing
Component
tical
mponent
stic
terial
Manual
Plug-in
Visual
Inspection
Soldering
Molding
Molding
Injection
Self
inspection
Soldering
Solder
surfaces
Auto
Test
Function
Test
Process
inspection
  1. Supply status of main raw materials
Main Materials Source of Supply SupplySituation
Integrated circuit Silicon Labs, WPG Groups, HolyStone, Avnet, WPG
Holdings, Yosun, WPMEG
Adequate supply
Detector EXCELITAS, NICERA, Senba Adequate supply
Oscillation/Filter Chainmao, Taishi, Yoguay, HolyStone Adequate supply
Plasticpellets Kochen Adequate supply
Circuit board Hueychang, Konghong, Yuwayhsin Adequate supply
battery Wayyali, Jida,Yoda Adequate supply
Relay Xinye, Bairong, Hongfa Adequate supply

59

  1. Names of manufacturers (customers) that accounted for more than 10% of the total purchase (sales) in the last two years and their purchase (sales) amount and proportion

(1) Information on major purchase suppliers in the last two years

Unit: Thousand NTD; %

Unit: Thousand NTD;% Unit: Thousand NTD;% Unit: Thousand NTD;% Unit: Thousand NTD;%
Item 2019 2020 Till 2021/3/31
Name Amount Percentage of
annual net
purchases
Relationship
with the
issuer

Name
Amount Percentage of
annual net
purchases
Relationship
with the
issuer

Name
Amount Percentage of
annual net
purchases
Relationship
with the
issuer
1 Fongchen 53,803 40.98% Subsidiary Liyuan 73,273 66.36% Subsidiary Fongchen 29,600 93.27% Subsidiar
y
2 Liyuan 38,625 29.42% Subsidiary Fongchen 11,772 10.66% Subsidiary J 1,292 4.07% Others
3 URT 23,257 17.72% Subsidiary I 11,614 10.52% Others G 268 0.84% Others
4 Others 15,602 11.88% - Others 13,762 12.46% - Others 577 1.82% -
Total Net
purchase
131,287 100.00% - Net
purchase
110,421 100.00% - Net
purchase
31,737 100.00% -

(2) Information of major customers in the last two years

Unit: Thousand NTD;%

Unit: Thousand NTD;% Unit: Thousand NTD;% Unit: Thousand NTD;% Unit: Thousand NTD;%
Item 2019 2020 Till 2021/3/31
Name Amount Percentage of
annual net
purchases
Relationship
with the
issuer

Name
Amount Percentage of
annual net
purchases
Relationship
with the
issuer

Name
Amount Percentage of
annual net
purchases
Relationship
with the
issuer
1 E 31,303 19.25% N/A E 26,027 20.85% N/A L 9,080 24.16% N/A
2 I 17,536 10.78% N/A K 19,581 15.68% Subsidiar
y
E 8,580 22.83% N/A
3 G 16,731 10.29% N/A G 11,902 9.53% N/A G 3,479 9.26% N/A
4 Others 97,073 59.68% - Others 67,349 53.94% - Others 16,442 43.75% -
Total Net sales 162,643 100.00% - Net sales 124,859 100.00% - Net sales 37,581 100.00% -

60

5. Production quantity and value table for the last two years

Unit: Thousand NTD; Set

Year 2019 2020 2020
Production Value
Main Product

Production
capacity
Yield Output
value
Production
capacity
Yield Output
value
Intelligent security control and
anti-theft automation system
- - - - - -
Smart lighting - - - - - -
Smart sensors, alarms,
controllers
- - - - - -
Others - - - - - -
Summary - - - - - -

Note: There was no production capacity in both the 2019 and the 2020, because the

production lines were successively moved to the mainland in September, 2002.

6. Sales quantity and value table for the last two years

Unit: Thousand NTD: thousand Set

Year 2019 2019 2019 2019 2020 2020 2020 2020
Sales
Domestic sales
Export Domestic sales Export
Main Product Q’ty Value Q’ty Value Q’ty Value Q’ty Value
Intelligent security
control and anti-theft
automation system
3.61
2,939

81.44

53,623

3.53

19,234

52.79

30,655
Smart lighting 0.00
1

86.37

20,006

0.01

4

71.02

18,693
Smart sensors,
alarms, controllers
3.04
477

113.15

32,125

0.07

21

85.99

21,865
Others 3.61
4,030

145.61

49,441

9.17

7,784

80.69

26,603
Summary 10.26
7,447

426.57

155,195

12.78

27,043

290.49

97,816

61

5.3 Employee Data of the Recent Two Years and Up to the Publication

Date

Date Date
Year 2019 2020 Till 2021/03/31
Number of
Staffs
Managers 36 36 38
R&D 39 37 37
Direct Labor 0 0 0
Summary 75 73 75
Averageyears 43.44 43.53 43.28
Averageyears of service 9.08 4.59 4.93
Education
Level Ratio
PH.D 0.00% 0.00% 0.00%
Master 16.00% 15.07% 14.67%
College 76.00% 78.08% 78.67%
High School 6.67% 5.48% 5.33%
Others 1.33% 1.37% 1.33%

5.4 Information Regarding Expenditure on Environmental Protection

The nature of Everspring's industry is mainly the assembly of electronic parts. In all the manufacturing processes, except for some plastic injection molding, the production line has been gradually moved to the mainland in September 2002. Since 2003, there has been no production capacity. Therefore, there is no pollution sources such as waste water and waste gas that cause environmental pollution.

The total amount of losses and sanctions incurred due to environmental pollution in the most recent year and as of the publication date of the annual report: None. Countermeasures: Not applicable.

5.5 Labor Relations

  1. Employee welfare measures and implementation status Everspring adheres to the concept of caring for employees, implements labor laws and regulations, protects the rights and interests of employees, and establishes an "employee welfare committee" to establish a good labor-management relationship between colleagues and the company by improving the welfare system. The company has welfare measures as follows:

  2. (1) Funding subsidies for various group health activities of colleagues In order to promote a good interaction model between colleagues within the company, stimulate the establishment of team consensus, enhance the friendship of colleagues, encourage colleagues to participate in various entertainment and leisure activities organized by the company, and enjoy different amounts of subsidies according to the nature of the activities. The subsidy activities include annual travel and various activities. Such clubs, group health activities, etc.

  3. (2) Wedding and funeral celebration subsidy

  4. When a company colleague has a marriage, childbirth, injury or funeral, check and submit relevant supporting documents to apply for subsidies.

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  • (3) Birthday gifts and new year gifts

To congratulate colleagues on their birthdays, gift money or gifts; in line with the customs of the New Year, send New Year gifts or gift vouchers to colleagues on the three major festivals of Labor, Dragon Boat and Mid-Autumn Festival.

  • (4) Remedial assistance for employees

The company attaches great importance to the cultivation of talents. In order to strengthen the professional knowledge and skills of colleagues, improve work efficiency and work quality, and then improve the overall human quality, the company has established "Education and Training Management Measures" to provide complete and sound training courses.

  • (5) Book reading

Purchase a variety of books, weekly magazines, magazines, audio-visual videos and other multimedia for colleagues to read and appreciate.

  • (6) Friendly workplace environment

The company has a nursing (collection) nursing room, and cooperates with legally registered childcare institutions to provide childcare measures for peers. Create a good and comfortable working environment, add a reading lounge, set up snack shops, fresh drink vending machines and other snacks and drinks, so that colleagues can enjoy afternoon tea time, so as to promote friendship and exchanges with colleagues.

  • (7) Leisure Sports Center

The company has a leisure sports center, which contains: diversified sports equipment, billiards, handball tables, etc. for colleagues to exercise and leisure activities and relieve work pressure.

  • (8) Insurance content:

In addition to labor insurance and national health insurance for employees, the company provides a comprehensive group insurance plan for employees to insure group insurance, so that employees and their families have an extra layer of life security.

  • (9) Employee health check

The company cares about the physical and mental health of its colleagues and regularly organizes health inspections for on-the-job workers.

  • (10) Bonuses

The company provides performance bonuses, research and development bonuses, and year-end bonuses in order to motivate and affirm the contributions and efforts of colleagues, which are implemented in accordance with the relevant bonus distribution methods formulated by the company.

  • (11) Others

Depending on the company’s operating conditions and according to the company’s articles of association to provide for employee compensation.

  1. Education Training

The company spares no effort in the cultivation of talents, builds a complete education and training system, provides diversified internal and external training

63

courses and a good learning environment. With the education and training concepts of lifelong learning and career development, employees are encouraged to actively enrich themselves, improve work professionalism and technical standards, and are committed to improving the company's human quality and training management talents to create higher operating performance for the company.

The status of education and training in 2020 is as follows:

Unit: NTD;Hours;Times Unit: NTD;Hours;Times Unit: NTD;Hours;Times
Self-Training Dispatch Training
Estimated
investment
Actual
investment
amount
Training
shift
Total
training
hours
Estimated
investment
Actual
investment
amount
Total
training
hours
10,000 12,200 15 30 77,500 53,900 86
  1. Retirement system and implementation status The company approved the establishment of a labor retirement reserve supervision committee in accordance with the law, and set up a supervisory committee to allocate labor retirement reserves.

  2. Those who are employed after the Labor Pension Regulations shall be subject to the Pension Regulations of the Regulations. In accordance with Article 14 of the Regulations, the company allocates 6% of the insured salary to the retirement fund to the special employee account of the Labor Insurance Bureau on a monthly basis. In 2020, the company provides a plan to apply for preferential refunds and the settlement of the old years. After the applicants who meet the application requirements have been approved and claimed in accordance with the law, they have completed the settlement of the labor retirement reserve account in accordance with the law.

  3. In the most recent year and up to the publication date of the annual report, the loss suffered due to labor disputes, and the estimated amount and corresponding measures that may occur at present and in the future are disclosed. If it cannot be reasonably estimated, the fact that it cannot be reasonably estimated shall be stated: none.

  4. Employee Ethics and Code of Conduct

  5. The company has formulated "employee work rules" and approved by the New Taipei City Government Labor Bureau.

  6. The "Employee Work Rules" stated that the relevant contents of the "Code of Service" are as follows:

  7. (1) Company employees should perform their duties loyally, abide by all company regulations, and obey the guidance of supervisors at all levels.

  8. (2) During working hours, you are not allowed to leave the work plant or office area without approval; those who temporarily leave the work plant for business needs must abide by the relevant regulations for public work.

  9. (3) Do not bring prohibited items, lethal weapons, inflammables, explosives, and dangerous items that endanger the company into the workplace or office area.

  10. (4) It is not allowed to assemble, advertise, speak, distribute, spread rumors, coerce, or post any sensational documents and notices that harm the company

64

in the factory area without authorization.

  • (5) Improper behaviors such as gambling and convening mutual aid associations are not allowed in the factory or office area.

  • (6) Business secrets in business or work technology shall be strictly observed and shall not be disclosed.

  • (7) Take good care of the company's reputation, and shall not use the company's name to express any opinions without approval, and shall not engage in or promise any behavior that violates the company's interests.

  • (8) Do not use your authority to accept gifts, commercial entertainment, etc.

  • (9) Do not use the convenience of the position to seek personal gain.

  • (10) Properly control various costs and expenses to reduce the occurrence of abnormal expenses.

  • (11) Do not use the convenience of the position to seek personal gain.

  • (12) Peers should work together and cooperate in good faith to improve work efficiency.

  • (13) In order to guarantee the equality of the right to work for both sexes, the company implements the constitution to eliminate gender discrimination and promote the spirit of substantive equality between the sexes; to ensure that every company colleague has a fair opportunity to develop his profession and qualifications.

  • (14) The employees of the company shall jointly maintain a healthy and safe working environment, and shall not engage in any sexual harassment or other acts of violence, threats and intimidation.

  • (15) In order to prevent workplace safety, prevent sexual harassment, and maintain gender equality in work and human dignity, the company has formulated regulations in accordance with the provisions of the Gender Equality in Work Law for all employees to comply with.

  • (16) All company employees shall perform their duties loyally and ensure all business confidentiality.

  • (17) Information that should be kept confidential in the preceding paragraph, including the company’s personnel and customer information, inventions, business secrets, technical information, product design, manufacturing expertise, financial accounting information, intellectual property rights and other information, and all other information that may be used by competitors, Or the undisclosed information that will damage the company or the customer after the leak.

  • (18) The employees of the company shall ensure that the various forms of documents handled are correct and complete, and are properly preserved.

  • (19) When the company employees perform their duties, they should avoid the theft, interference, destruction and intrusion of data, information systems, network equipment and other resources to protect the confidentiality, integrity and availability of the company's various information.

  • (20) Company employees shall respect the relevant laws and regulations on intellectual property rights, and prohibit illegal use or copying of copyrighted intellectual property, including books, magazines, and software. .

  • (21) In order to coordinate labor-management relations, promote

65

labor-management cooperation, and improve work efficiency, the company organizes labor-management conferences in accordance with the implementation methods of labor-management conferences.

  1. Work environment and work safety

  2. The company has formulated "employee work rules" and approved by the New Taipei City Government Labor Bureau.

The contents of the "Work Rules for Employees" are detailed:

  • (1) Industrial Safety and Health Management Code.

  • (2) Regulations for management personnel.

  • (3) Rules for all employees.

  • (4) Fire safety rules.

  • (5) Safety rules for electrical machinery facilities.

  • (6) Rules for hazardous chemicals.

The company understands that in accordance with the relevant laws and regulations of the Occupational Labor Safety and Health Law, we conduct occupational safety and health education to prevent occupational disasters and to protect the safety and health of colleagues.

  1. Protective measures for working environment and personal safety of employees: The company reports to the competent authority for inspections of building fire-fighting equipment according to laws and regulations. In addition, employees are selected to obtain a qualified certificate of fire protection management, formulate a fire protection plan for the workplace, and maintain the safety of fire protection equipment in the workplace. In order to prevent occupational disasters and ensure the safety and health of employees, in accordance with the Occupational Labor Safety and Health Law and related laws and regulations, the "Safety and Health Work Code" has been formulated. The company regularly identifies employees' health inspections and occupational safety and health education and training. There are no hazardous machinery in the workplace, no waste, pollutants, etc. that cause pollution to the environment, and there should be no major threat to the personal safety of employees.

In 2020, the company has held 2 workshops on labor safety and workplace safety, with a total of approximately 80 participants.

Measures to specifically enhance employee benefits or rights compared to the previous year Specific measures in 2020 compared to the previous year

In view of the impact of the Covid-19 pandemic in 2020, provide relevant response measures

  • (1) Cooperate with epidemic prevention measures, use body temperature and attendance sensing instruments to monitor the health of colleagues at any time, and strengthen environmental cleaning and disinfection to provide a safe and secure workplace for colleagues.

  • (2) In order to strengthen the professional knowledge and technical ability of colleagues, plan and arrange various internal and external professional training courses, and use government resources to provide online courses for colleagues to continue learning.

  • (3) To promote the work-life balance of colleagues, organize cycling parent-child activities, etc.

66

  • (4) In order to protect the physical and mental health of colleagues and effectively relieve their work pressure, continue to hold health lectures, detox yoga clubs, dancing aerobic clubs and other club activities.

  • (5) Continue to handle other welfare measures.

5.6 Important Contracts: None

67

VI. Financial Overview

6.1 Five Years Financial Summary

1. Condensed Balance Sheets and Statements of Income for the Past Five Years

(i)Condensed Balance Sheet-International Financial Reporting Standards (Consolidated)

Unit: NTD Thousand

Year
Item
Year
Item
Financial Report in Recent 5 Years Financial Report in Recent 5 Years Financial Report in Recent 5 Years Financial Report in Recent 5 Years Financial Report in Recent 5 Years Till
2021/3/31
(Note 1)
2016 2017 2018 2019 2020
Liquid Assets 1,366,452
1,319,433

1,134,817

1,141,859

1,722,628

3,117,337
Immovable
Property, Plant and
Equipment
595,662
613,239

579,669

546,261

262,615

265,231
Intangible Assets 32,097
149,607

113,450

85,006

57,795

51,782
Other Assets 1,154,781
948,029

900,180

869,781

885,570

838,217
Total Assets 3,148,992
3,030,308

2,728,116

2,642,907

2,928,608

4,272,567
Liquid
Liabilities
Before
Distribution
503,068
505,364

400,389

389,213

408,297

327,879
After
Distribution
490,227
505,364

400,389

389,213

(Note 2)

-
Non-Current
Liabilities
85,953
91,405

52,564

170,735

169,022

180,949
Total
Liabilities
Before
Distribution
589,021
596,769

452,953

559,948

577,319

508,828
After
Distribution
576,180
596,769

452,953

559,948

(註2)

-
Equity Attributable
to Owners of the
ParentCompany
2,560,355
2,433,429

2,274,999

2,082,739

2,351,027

3,763,462
Capital Stock 2,153,033
2,140,216

2,140,216

2,140,216

2,140,216

2,140,216
Capital Reserve 365,683
379,897

397,345

385,666

454,830

471,579
Retained
Earnings
Before
Distribution
129,509
(37,942)

(198,474)

(371,201)

(176,196)

1,165,578
After
Distribution
116,668
(37,942)

(198,474)

(371,201)

(註2)

-
Other Equities (45,041)
(48,742)

(64,088)

(71,942)

(67,823)

(13,911)
Treasury stock (42,829)
0

0

0

0

0
Non-Controlling
Equities
(384)
110

164

220

262

277
Total
Equity
Before
Distribution
2,559,971
2,433,539

2,275,163

2,082,959

2,351,289

3,763,739
After
Distribution
2,547,130
2,433,539

2,275,163

2,082,959

(Note 2)

-

Note 1: The financial information for the year ended March 31 of 2011 was reviewed by an

accountant.

Note 2: 2020 loss appropriation proposal has not yet been resolved by the shareholders meeting.

68

(ii) Condensed consolidated Income Statement (consolidated financial report) - International Financial Reporting Standards:

Unit: NTD Thousand(except earningsper share) Unit: NTD Thousand(except earningsper share) Unit: NTD Thousand(except earningsper share) Unit: NTD Thousand(except earningsper share) Unit: NTD Thousand(except earningsper share) Unit: NTD Thousand(except earningsper share)
Year
Item
Financial Report in Recent 5 Years Till
2021/3/31
(Note 1)
2016 2017 2018 2019 2020
Operating Revenue 810,755
705,511

672,356

621,283

531,099

138,673
Operating Margin 112,000
91,259

119,314

117,010

93,527

27,323
Operating Profit and Loss (209,039)
(208,149)

(148,576)
(147,916)
(122,366)

(83,919)
Non-Operating Income and
Expenses
172,929
70,272

(33,211)

(29,369)

324,636

1,605,627
Net Profit Before Tax (36,110)
(137,877)

(181,787)
(177,285)
202,270

1,521,708
Net income of continuing
business units
(51,216)
(138,885)

(173,091)
(180,605)
195,323

1,341,789
Loss of suspended business unit 0
0

0

0

0

0
Net Profit of the Term (Loss) (51,216)
(138,885)

(173,091)
(180,605)
195,323

1,341,789
Other Consolidated Profit and
Loss of the Term (Net of Tax)
(24,911)
(4,014)

(3,718)

80

3,843

11,039
Net Profits Attributable to Owners
of the Parent Company
(76,127)
(142,899)

(176,809)
(180,525)
199,166

1,352,828
Net Profit Attributable to
Non-ControllingEquities
(48,731)
(138,764)

(173,139)
(180,666)
195,268

1,341,774
Net Profit Attributable to
Non-Controlling Equities
(2,485)
(121)

48

61

55

15
Total Consolidated Profit and Loss
Attributable to Owners of the
ParentCompany
(61,964)
(142,589)

(176,863)
(180,581)
199,124

1,352,813
Total Consolidated Profit and Loss
Attributable to Non-Controlling
Equities
(14,163)
(310)

54

56

42

15
Earnings per Share (0.23)
(0.65)

(0.81)

(0.84)

0.91

6.27

Note 1: The financial information as of 2021/3/31 has been reviewed by accountants.

69

2. Condensed balance sheet and consolidated income statement information-individual financial report

  • (i) Condensed Balance Sheet (Individual Financial Report) - International Financial Reporting Standards:

Unit: NTD Thousand

Year
Item
Year
Item
Financial Report in Recent 5 Years Financial Report in Recent 5 Years Financial Report in Recent 5 Years Financial Report in Recent 5 Years Financial Report in Recent 5 Years Till
2021/3/31
(Not Applicable)
2016 2017 2018 2019
(Re-Edit)
2020
Liquid Assets 649,075
677,426

401,263

375,674

529,716

-
Immovable Property,
Plant and Equipment
194,815
183,185

170,745

162,870

157,383

-
Intangible Assets 8,132
7,696

7,189

6,838

6,513

-
Other Assets 2,013,816
1,772,648

1,793,415

1,637,725

1,811,560

-
Total Assets 2,865,838
2,640,955

2,372,612

2,183,107

2,505,172

-
Liquid
Liabilities
Before
Distribution
188,394
139,806

71,293

50,006

96,656

-
After
Distribution
175,553
139,806

71,293

50,006

(Note 1)

-
Non-Current
Liabilities
117,089
67,720

26,320

50,362

57,489

-
Total
Liabilities
Before
Distribution
305,483
207,526

97,613

100,368

154,145

-
After
Distribution
292,642
207,526
97,613
100,368

(Note 1)

-
Capital Stock 2,153,033
2,140,216

2,140,216

2,140,216

2,140,216

-
Capital Reserve 365,683
379,897

397,345

385,666

454,830

-
Retained
Earnings
Before
Distribution
129,509
(37,942)

(198,474)

(371,201)

(173,196)

-
After
Distribution
116,668
(37,942)

(198,474)

(371,201)

(Note 1)

-
Other Equities (45,041)
(48,742)

(64,088)

(71,942)

(67,823)

-
Treasury stock (42,829)
0

0

0

0

-
Total
Equity
Before
Distribution
2,560,355
2,433,429

2,274,999

2,082,739

2,351,027

-
After
Distribution
2,547,514
2,433,429

2,274,999

2,082,739

(Note 1)

-

Note 1: The 2021 loss appropriation proposal has not yet been resolved by the shareholders meeting.

70

(ii) Condensed Comprehensive Income Statement (Individual Financial Report)-International Financial Reporting Standards:

Unit: NTD Thousand (except earningsper share) Unit: NTD Thousand (except earningsper share) Unit: NTD Thousand (except earningsper share) Unit: NTD Thousand (except earningsper share) Unit: NTD Thousand (except earningsper share) Unit: NTD Thousand (except earningsper share)
Year
Item
Financial Report in Recent 5 Years Till
2021/3/31
(Not
Applicable)
2016 2017 2018 2019
(Re-Edit)
2020
Operating Revenue 372,240
304,097

195,073

162,642

124,859

-
Operating Margin 37,505
47,152

26,022

34,793

3,315

-
Operating Income (149,711)
(133,724)

(103,898)

(77,411)

(84,793)

-
Non-operating income and
expenses
114,116
(3,575)

(78,799)

(101,839)

284,512

-
Income from continuing
operations before income
tax
(35,595)
(137,299)

(182,697)

(179,250)

199,719

-
Net Income (Loss) (48,731)
(138,764)

(173,139)

(180,666)

195,268

-
Other comprehensive
income,net of tax
(13,233)
(3,825)

(3,724)

85

3,856

-
Total comprehensive
income
(61,964)
(142,589)

(176,863)

(180,581)

199,124

-
Earnings per share(Loss) (0.23)
(0.65)

(0.81)

(0.84)

0.91

-

3. CP A Name and Audit Opinions of the Last 5 Years

Year Accounting firm Accountant Name Audit Opinion
2020 Deloitte & Touche Hsieh Ming-Chung,
Su Yu-Hsiu
Unqualified Opinion
2019 Deloitte & Touche Hsieh Ming-Chung,
Su Yu-Hsiu
Unqualified Opinion
2018 Deloitte & Touche Chi Ray-Chain,
Su Yu-Hsiu
Unqualified Opinion
2017 Deloitte & Touche Chi Ray-Chain,
Su Yu-Hsiu
Unqualified Opinion
2016 Deloitte & Touche Hsieh Ming-Chung,
Su Yu-Hsiu
Unqualified Opinion

71

6.2 Financial Analyses for the Last Five Years

i. International Financial Reporting Standards (Consolidated)

Year
Item (Note 3)
Year
Item (Note 3)
Recent 5 Years of Financial Status Recent 5 Years of Financial Status Recent 5 Years of Financial Status Recent 5 Years of Financial Status Recent 5 Years of Financial Status Till
2021/3/31
(Note 1)
2016 2017 2018 2019 2020
Financial
Structure (%)
Liability-Asset Ratio 18.71
19.69

16.60

21.19

19.71

11.91
Ratio of Long-Term
Capital to Immovable
Property, Plant and
Equipment
444.20
411.74

401.56

412.57

959.70

1,487.27
Debt-Paying
Ability
Liquidity Ratio (%) 271.62
261.09

283.43

293.38

421.91

950.76
Quick Ratio (%) 146.08
142.94

134.82

145.88

288.19

823.53
Interest Protection
Multiples
(3.28)
(17.51)

(26.87)

(30.37)

41.92

1,492.87
Operating
Ability
Receivables Turnover
Ratio
7.21
7.22

7.47

7.71

7.55

8.61
Average Collection Period 50.62
50.55

48.86

47.34

48.34

42.39
Inventory Turnover Ratio 1.16
1.07

0.98

0.91

0.81

0.97
Payables Turnover Ratio 10.32
11.99

12.69

14.94

19.74

28.12
Inventory Conversion
Period
314.65
341.12

372.44

401.09

450.61

376.28
Immovable Property, Plant
and Equipment Turnover
Ratio
1.26
1.17

1.13

1.10

1.31

2.10
Total Assets Turnover
Ratio
0.24
0.23

0.23

0.23

0.19

0.15
Profitability Return on Assets (%) (1.33)
(4.30)

(5.83)

(6.56)

7.15

37.29
Return on Equity (%) (1.96)
(5.56)

(7.35)

(8.29)

8.81

43.88
Net Profit Before Tax to
Paid-up Capital Ratio(%)
(1.68)
(6.44)

(8.49)

(8.28)

9.45

71.10
Net Profit Ratio (%) (6.32)
(19.69)

(25.74)

(29.07)

36.78

967.59
Earnings per Share (NT$) (0.23)
(0.65)

(0.81)

(0.84)

0.91

6.27
Cash Flow (%) Cash Flow Ratio (39.58)
(23.35)

(22.30)

(19.55)

1.41

41.61
Cash Flow Adequacy Ratio
(Note 1)
(101.60)
(74.79)
(141.04) (325.00) (241.63)
(80.25)
Cash Reinvestment Ratio (7.96) (4.45)
(3.23)

(2.84)

0.22

3.35
Degree of
Leverage
Degree of Operating
Leverage
0.71
0.70

0.47

0.44

0.38

0.83
Degree of Financial
Leverage
0.96
0.97

0.96

0.96

0.96

0.99

If the financial ratio has increased or decreased by more than 20% in the most recent two years, the explanation is as follows:

  1. The increase in the ratio of long-term funds to real estate, plant and equipment was mainly due to the increase in net shareholders' equity and the decrease in net fixed assets in the current period compared with the previous period.

  2. The increase in solvency (current ratio, quick ratio, and interest guarantee multiple) was mainly due to the substantial increase in current assets and the slight increase in current liabilities compared with the previous period, the decrease in inventory and prepaid expenses, the current period is an after-tax benefit, the previous period is Loss after tax.

  3. The account payable turnover rate increased, mainly due to the decrease in the cost of goods sold in the current period and the end of the period payables compared with the previous period.

  4. Profitability (return on assets, return on equity, ratio of net profit before tax to paid-in capital, net profit ratio, and earnings per share) increased, mainly for after-tax benefits in the current period, and after-tax losses in the previous period. Compared with the increase in assets and shareholders' equity at the end of the previous period, interest expenses decreased.

  5. Cash flow (cash flow ratio, cash flow fair ratio, cash reinvestment ratio) increased, mainly due to the increase in net cash flow from operating activities in the current period compared with the previous period.

Note 1: The financial information for the year ended March 31 of 2021 was reviewed by the accountant.

72

Note: Calculation Formulas

  1. Financial Structure

  2. (1) Debt Asset Ratio=Total Liabilities/Total Assets

  3. (2) Ratio of Long-Term Capital to Immovable Property, Plant and Equipment= (Total Equity+Non-Current Liabilities)/ Net Amount of Immovable Property, Plant and

Equipment

  1. Debt-Paying Ability

  2. (1) Liquid Ratio =Liquid Assets/Liquid Liabilities

  3. (2) Quick Ratio = (Liquid Assets-Inventory-Upfront Fees)/Liquid Liabilities

  4. (3) Interest Protection Multiples= Profit before Income Tax and Interest Expense / Interest Expense of This Period

  5. Operating Ability

  6. (1) Receivables (Including Receivables and Notes Receivable from Operating Activities) Turnover Ratio=Net Sales/Balance of Average Receivables of Each Period (Including Receivables and Notes Receivable from Operating Activities)

  7. (2) Average Collection Period =365/Receivables Turnover Ratio

  8. (3) Inventory Turnover Ratio= Cost of Sales/Average Inventory

  9. (4) Payables (Including Payables and Notes Payable from Operating Activities) Turnover Ratio= Cost of Sales /Balance of Average Payables of Each Period (Including Payables and Notes Payable from Operating Activities)

  10. (5) Inventory Conversion Period=365/Inventory Turnover Ratio

  11. (6) Ratio of Long-Term Capital to Immovable Property, Plant and Equipment= (Total

  12. Equity+Non-Current Liabilities)/Net amount of Immovable Property, Plant and Equipment

  13. (7) Total Assets Turnover Ratio=Net Sales/Total Assets

  14. Profitability

  15. (1) Return on Assets= [Profit and Loss After Tax+ Interest Expense*(1-Tax Rate)]/Average Total Assets

  16. (2) Return on Equity=Profit and Loss After Tax/Average Net Shareholders’ Equity

  17. (3) Net Profit Ratio =Profit and Loss After Tax/Net Sales

  18. (4) Earnings per Share= (Profit And Loss Attributable to the owners of the parent

company -Dividend on Preferred Stock)/Weighted Average Outstanding Shares

  1. Cash Flow

  2. (1) Cash Flow Ratio= Cash Flow from Operating Activities /Liquid Liabilities

  3. (2) Cash Flow Adequacy Ratio= Cash Flow from Operating Activities of the last 5 years/ (Capital Expenditure+ Inventory Increase +Cash Dividend) of the last 5 years

  4. (3) Cash Reinvestment Ratio= (Cash Flow from Operating Activities -Cash Dividend)/ (Gross Amount of Immovable Property, Plant and Equipment + Permanent Investment

  5. +Other Non-liquid Assets+ Working Capital)

  6. Degree of Leverage

  7. (1) Degree of Operating Leverage= (Net Operating Revenue- Variable Operating Costs and Expenses)/Operating Profit

  8. (2) Degree of Financial Leverage=Operating Profit/ (Operating Profit-Interest Expense)

73

ii. Financial Analysis (Individual Financial Report) - International Financial Reporting Standards

Standards Standards
Year
Item (Note 2)
Recent 5 Years of Financial Status Till
2021/3/31
(Not
Applicable)
2016 2017 2018 108年
(Re-Edit)
2020
Financial
Structure (%)
Liability-Asset Ratio 10.66
7.86

4.11

4.60

6.15

-
Ratio of Long-Term Capital
to Immovable Property, Plant
and Equipment

1,374.35

1,365.37
1,347.81
1,309.70

1,530.35

-
Debt-Paying
Ability
Liquidity Ratio (%) 344.53
484.55

562.84

751.26

548.04

-
Quick Ratio (%) 207.49
297.25

407.84

692.27

528.46

-
Interest Protection Multiples (7.35)
(50.10)
(156.09)
(427.45)

147.74

-
Operating
Ability
Receivables Turnover
Ratio
4.92
4.55

4.54

4.78

4.47

-
Average Collection Period 74.18
85.48

80.21

76.35

81.65

-
Inventory Turnover Ratio 10.50
9.37

9.35

6.90

6.09

-
Payables Turnover Ratio 28.83
46.72

83.38

56.97

15.92

-
Inventory Conversion Period 34.76
38.95

39.03

52.89

59.93

-
Immovable Property, Plant
and Equipment Turnover
Ratio
2.38
1.61

1.10

0.98

0.78

-
Total Assets Turnover Ratio 0.15
0.11

0.08

0.07

0.05

-
Profitability Return on Assets (%) 5.66
(4.96)

(6.87)

(7.92)

8.38

-
Return on Equity (%) 6.75
(5.56)

(7.35)

(8.29)

8.81

-
Net Profit Before Tax to
Paid-up Capital Ratio(%)
8.41
(6.42)

(8.54)

(8.49)

9.33

-
Net Profit Ratio (%) 36.48
(45.63)

(88.76)

(111.08)

156.39

-
Earnings per Share (NT$) 0.80
(0.65)

(0.81)

(0.84)

0.91

-
Cash Flow (%) Cash Flow Ratio (55.31)
(97.33)
(193.25)
(35.77)

(15.90)

-
Cash Flow Adequacy Ratio
(Note 1)
(133.28)
(147.36)
(251.89)
(741.62)

(624.83)

-
Cash Reinvestment Ratio (7.09)
(5.53)

(5.77)

(0.77)

(0.62)

-
Degree of
Leverage
Degree of Operating
Leverage
0.90
0.87

2.96

0.83

0.94

-
Degree of Financial
Leverage
1.22
0.95

0.98

0.99

0.98

-

If the financial ratio has increased or decreased by more than 20% in the most recent two years, the explanation is as follows:

  1. The increase in the ratio of liabilities to assets was mainly due to the increase in the ratio of liabilities in the current period compared with the previous period, which was higher than the increase in total assets.

  2. The decrease in solvency current ratio and quick ratio and the increase in interest guarantee multiples were mainly due to the increase in current assets, current liabilities and interest expenses, and the decrease in inventory and prepaid expenses compared with the previous period. The current period is an after-tax benefit, and the previous period is a tax. After the loss.

  3. The turnover rate of accounts payable decreased, mainly due to the decrease in the cost of goods sold in the current period compared with the previous period and the increase in the accounts payable at the end of the period.

  4. Profitability (return on assets, return on equity, ratio of net profit before tax to paid-in capital, net profit ratio and earnings per share) increased, mainly for after-tax benefits in the current period, and after-tax losses in the previous period. Compared with the end of the previous period, assets and shareholders’ equity at the end of the period increased.

  5. Cash flow (cash flow ratio, cash flow fair ratio, cash reinvestment ratio) increased, mainly due to the increase in net cash flow from operating activities during the current period.

74

Note: Calculation Formulas

  1. Financial Structure

  2. (1) Debt Asset Ratio=Total Liabilities/Total Assets

  3. (2) Ratio of Long-Term Capital to Immovable Property, Plant and Equipment= (Total Equity+Non-Current Liabilities)/ Net Amount of Immovable Property, Plant and

Equipment

  1. Debt-Paying Ability

  2. (1) Liquid Ratio =Liquid Assets/Liquid Liabilities

  3. (2) Quick Ratio = (Liquid Assets-Inventory-Upfront Fees)/Liquid Liabilities

  4. (3) Interest Protection Multiples= Profit before Income Tax and Interest Expense / Interest Expense of This Period

  5. Operating Ability

  6. (1) Receivables (Including Receivables and Notes Receivable from Operating Activities) Turnover Ratio=Net Sales/Balance of Average Receivables of Each Period (Including Receivables and Notes Receivable from Operating Activities)

  7. (2) Average Collection Period =365/Receivables Turnover Ratio

  8. (3) Inventory Turnover Ratio= Cost of Sales/Average Inventory

  9. (4) Payables (Including Payables and Notes Payable from Operating Activities) Turnover Ratio= Cost of Sales /Balance of Average Payables of Each Period (Including Payables and Notes Payable from Operating Activities)

  10. (5) Inventory Conversion Period=365/Inventory Turnover Ratio

  11. (6) Ratio of Long-Term Capital to Immovable Property, Plant and Equipment= (Total

  12. Equity+Non-Current Liabilities)/Net amount of Immovable Property, Plant and Equipment

  13. (7) Total Assets Turnover Ratio=Net Sales/Total Assets

  14. Profitability

  15. (1) Return on Assets= [Profit and Loss After Tax+ Interest Expense*(1-Tax Rate)]/Average Total Assets

  16. (2) Return on Equity=Profit and Loss After Tax/Average Net Shareholders’ Equity

  17. (3) Net Profit Ratio =Profit and Loss After Tax/Net Sales

  18. (4) Earnings per Share= (Profit And Loss Attributable to the owners of the parent

company -Dividend on Preferred Stock)/Weighted Average Outstanding Shares

  1. Cash Flow

  2. (1) Cash Flow Ratio= Cash Flow from Operating Activities /Liquid Liabilities

  3. (2) Cash Flow Adequacy Ratio= Cash Flow from Operating Activities of the last 5 years/ (Capital Expenditure+ Inventory Increase +Cash Dividend) of the last 5 years

  4. (3) Cash Reinvestment Ratio= (Cash Flow from Operating Activities -Cash Dividend)/ (Gross Amount of Immovable Property, Plant and Equipment + Permanent Investment

  5. +Other Non-liquid Assets+ Working Capital)

  6. Degree of Leverage

  7. (1) Degree of Operating Leverage= (Net Operating Revenue- Variable Operating Costs and Expenses)/Operating Profit

  8. (2) Degree of Financial Leverage=Operating Profit/ (Operating Profit-Interest Expense)

75

6.3 The Audit Committee’s Audit Report of the Financial Report

The Audit Committee’s Audit Report

The board of directors produced the company's 2020 business report, financial statements and loss appropriation proposal. Among them, the financial statements have been checked by accountants Hsieh Ming-Chung and Su Yu-Hsiu from Deloitte & Touche appointed by the board of directors, and a check report has been issued.

The business report, financial statement and loss appropriation proposal mentioned above have been verified by the Audit Committee and found to be in compliance with the relevant laws and regulations of the Company Law, and are reported in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

Best Regards,

EVERSPRING INDUSTRY CO., LTD.

Convener of the Audit Committee: Li Bishu

2021/3/24

76

6.4 Financial Statements in Recent Years and Accountant Audit Report

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders EVERSPRINGINDUSTRY CO., LTD

Opinion

We have audited the accompanying parent company only financial statements of EVERYSPRING INDUSTRY CO., LTD (the “Company”), which comprise the parent company only balance sheets as of December 31, 2020 and 2019, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and he 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 accompanying parent company only financial position of the Company as of 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 auditing standards generally accepted in the Republic of China Our responsibilities under those standards are further described in the Auditors’ Responsibilities’ for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that he audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasizing matters

As mentioned in notes 1 and 30 of the individual financial report, that EVERSPRING INDUSTRY CO., LTD. absorbed and merged its wholly-owned subsidiary AUSPISTEK CORPORATION. on December 1, 2020. The merger is under common control. The reorganization of the organization and the IFRS Q&A and related letter interpretations published by the Accounting Research and Development Foundation of the Republic of China. When preparing the comparative statement, it should be deemed to have been consolidated from the beginning and the financial statements for the comparative period shall be re-edited. The auditor did not revise the audit opinion for this reason.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2020. 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, and we do not provide as separate opinion on these matters.

Key audit maters for the Company’s parent company only financial statements for the year ended December 31, 2020 are stated as follows:

77

Recognition of sales revenue

Based on the audit standards, there is a significant audit risk in the recognition of revenue, and EVERSPRING INDUSTRY CO., LTD. continues to actively promote the sales of smart home security control systems, smart lighting fixtures and smart sensors. The authenticity of recognized operating revenue holds significant impact on the independent financial statements, because the sales revenue of smart home security control systems, smart lighting fixtures and smart sensors are listed as key audit items.

In response to the above important matters, the auditor performs the main inspection procedures as follows:

  1. To understand the effectiveness of the design and implementation of the internal control system related to income recognition.

  2. To obtain the sales revenue details of smart home security control systems, smart lighting fixtures and smart sensors in the year 2020, and check the original orders, shipping orders, invoices and other related documents of the related transactions, and compare them with the entered amount, to check and confirm the authenticity of income.

Other Items

Included in the above Financial Statements of in the year ended Dec.31,2019 of PHASE ELECTRONICS (UK) LTD. were reviewed by other auditors. Therefore, the auditor’s opinion on the above Financial Statements is related to these investee companies. The investment using the equity method and the investment gains and losses using the equity method are recognized based on the audit reports of other auditors. On Dec.31,2019, the amount of investment in PHASE ELECTRONICS (UK) LTD. using the equity method was NT$ 1,298,000, accounting for 0% of total assets and liabilities. In the year ended Dec.31,2019, the investment loss of these investee companies was NT$ 3,546,000, accounting for 2% of the pre-tax loss.

In addition, in the attached Financial Statements, the Financial Statements of the investee company Medigen Biotechnology Corporation the evaluated by the equity method in the year ended Dec.31,2020 and 2019 were reviewed by other auditors. Therefore, the auditor indicated to the above Financial Statements. The opinion of the investment of these investee companies using the equity method and their investment gains and losses are recognized based on the audit reports of other auditors. The amount of investment in these investee companies using the equity method on Dec.31,2020 and 2019 was NT$ 414,728,000 and NT$ 379,164,000, respectively, accounting for 17% of the total assets. The share of losses of related companies recognized by the equity method of other investee companies was NT$ 34,806,000 and NT$ 27,833,000, accounting for (17) % and 16% of the net profit (loss) before tax.

Responsibilities of Management and Governance Units for Parent company only Financial Statements

The management’s responsibility is to prepare Parent company only Financial Statements that can be properly expressed in accordance with the Securities Issuer’s Financial Report Preparation Standards, and to maintain the necessary internal controls related to the preparation of Individual Financial Statements to ensure that the Individual Financial Statements are not materially caused by fraud or errors false expression.

When preparing Individual Financial Statements, the management’s responsibilities also include assessing the ability of EVERSPRING INDUSTRY CO., LTD. to continue operations, disclosure of related matters, and the adoption of the accounting basis for continuing operations, unless the management intends to liquidate EVERSPRING INDUSTRY CO., LTD. The company may cease operations, or there is no practical and feasible plan other than liquidation or suspension

78

of operations.

The Governance Unit (including the Audit Committee) of EVERSPRING INDUSTRY CO.,LTD. is responsible for supervising the financial reporting process.

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally acdept3ed in the Republic of China, will always detect a material misstat3ement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

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

  1. 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 obtained audit evident that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related ton events or conditions that may cast significant doubt on the EVERYSPRING INDUSTRY CO., LTD.’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the 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 EVERYSPRING INDUSTRY CO., LTD. to cease to continue as a going concern.

  5. 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.

  6. Obtain sufficient appropriate audit evidence regarding the fnancial information of the entities or business activities within the EVERSPRING INDUSTRY CO., LTD. To express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and peformance of the group audit. We remain solely responsible for our audit opinion.

  7. We communicate with those charged with governance regarding, among other matters, the

  8. 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 charge with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all

79

relationships and other matters that many reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the mattters communicated with those charged with governance, we determine those matters that were of most signifiance in the audit of the parent company only financial statement for the year ended December 31, 2020, and are therefore the key audit maters. We describe these mattes in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicate in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Ming-Chung Hsieh and Yu-shiou Su.

DELOITTE & TOUCHE TAIPEI, TAIWAN Republic of China Ming-Chung Hsieh FSAC Approval Number:No. Financial-Supervisory-Securities-Auditing1000028068

Yu-shiou Su FSAC Approval Number:No. Financial-Supervisory-Securities-Auditing-10 40024195

March 24, 2021

80

EVERYSPRING INDUSTRY CO., LTD PARENT COMPANY ONLY BALANCE SHEET DECEMBER 31 2020 & 2019

EVERYSPRING INDUSTRY CO., LTD
PARENT COMPANY ONLY BALANCE SHEET
DECEMBER 31 2020 & 2019
EVERYSPRING INDUSTRY CO., LTD
PARENT COMPANY ONLY BALANCE SHEET
DECEMBER 31 2020 & 2019
EVERYSPRING INDUSTRY CO., LTD
PARENT COMPANY ONLY BALANCE SHEET
DECEMBER 31 2020 & 2019
EVERYSPRING INDUSTRY CO., LTD
PARENT COMPANY ONLY BALANCE SHEET
DECEMBER 31 2020 & 2019
EVERYSPRING INDUSTRY CO., LTD
PARENT COMPANY ONLY BALANCE SHEET
DECEMBER 31 2020 & 2019
Code


1100
1110

1120
1160
1170
1180
1200
1210
1220
130X
1479
11XX


1510
1517
1550
1600
1760
1840
1821
1915
1920
1975

1990
15XX

1XXX


CODE


2100
2130
2170
2180
2219
2220
2230
2320
2399
21XX


2540
2570
2645
2650
25XX

2XXX


3110
3200
3320
3350
3300
3410
3420
3400
3XXX

Unit: In thousands of New Taiwan Dollars
December 31,2020
December 31, 2019
After re-edition
ASSETS
Amount

Amount

Current Assets
Cash & Cash EquivalentsNote 6
$ 190,900
7
$ 167,881
8
Financial Assets at fairvalue through profit or loss (Note 7
225,583
9
61,935
3
Financial assets at fair value through other comprehensive income-currentNote
8
188
-
186
-
Notes receivable-net from related partiesNote 26
-
-
5
-
Account receivable, netNote 9
16,952
1
22,719
1
Account receivable-net from related partiesNote 26
5,587
-
10,616
-
other accounts receivableNote 9
475
-
349
-
other accounts receivable-from related partiesNote 26
71,104
3
71,436
3
Income tax assets for the current periodNote 22
-
-
254
-
InventoriesNote 10
16,464
1
18,703
1
Other current assets-othersNote 14

2,463

-

21,590

1
Total current assets

529,716

21

375,674

17
Non-current assets
Financial assets at fair value through profit & loss-noncurrentNote 7
991
-
1,632
-
Financial assets at fair value through other comprehensive income –noncurrent
(Note 8
21,849
1
15,526
1
Investment accounted for using the equity methodNote 11
1,469,613
59
1,295,664
59
Property, plant and equipmentNote 12
157,383
6
162,870
8
Not investment propertyNote 13
236,210
10
241,354
11
Deferred Income tax assetsNote 22
82,503
3
81,214
4
Other intangible assets
6,513
-
6,838
-
Prepaid equipmentNote 14
240
-
-
-
Refundable deposits
76
-
245
-
Net defined benefit assets-noncurrentNote18
-
-
2,000
-
other non-current assetsNote 14

78

-

90

-
Total non-current assets

1,975,456

79

1,807,433

83
Total assets
$ 2,505,172
100
$ 2,183,107
100
LIABILITIES AND EQUITY
Current liabilities
Short-term loansNote 15
$ 30,000
1
$ 10,100
-
contract liabilities –currentNote 20
6,235
-
4,983
-
accounts payableNote 16
1,263
-
1,071
-
Accounts payable-related partiesnote 26
10,335
1
1,643
-
other accounts payableNotes 17
16,001
1
17,167
1
other accounts payable –related partiesNote 26
203
-
125
-
Current income tax liabilitiesNote 22
6,153
-
2,406
-
Long-term loans due within one yearNote 15
25,160
1
11,619
1
other current liabilities

1,306

-

892

-
total current liabilities

96,656

4

50,006

2
Non-current Liabilities
Long term loans(Note 15)
54,303
2
48,381
3
Deferred income tax liabilities
(Note 22)
-
-
527
-
Guarantee deposits (Note 17)
2,458
-
1,454
-
Investment credits by using equity method (Note 11)

728

-

-

-
Total non-current liabilities

57,489

2

50,362

3
Total liabilities

154,145

6

100,368

5
Equity(Note 19)
Stock
Common stock

2,140,216

86

2,140,216

98
Capital reserve

454,830

18

385,666

17
Retained surplus
Special surplus reserve
45,041
2
45,041
2
Undistributed surplus
(
221,237)
(
9)
(
416,242)
(
19)
Total retained earnings
(
176,196)
(
7)
(
371,201)
(
17)
Other equity
Conversion difference in the conversion of financial statements of
foreign operating organizations
(
48,974 )
(
2 )
(
40,372 )
(
2 )
Unrealized gains and losses of financial assets measured at fair value
through other comprehensive gains and losses
(
18,849)
(
1)
(
31,570)
(
1)
Total other equity
(
67,823)
(
3)
(
71,942)
(
3)
Total equity

2,351,027

94

2,082,739

95
Total liabilities and equity
$ 2,505,172
100
$ 2,183,107
100
The accompanying notes are an integral part of the parent company only financial statements.
Amount
$ 167,881
61,935
186
5
22,719
10,616
349
71,436
254
18,703
21,590
375,674
1,632
15,526
1,295,664
162,870
241,354
81,214
6,838
-
245
2,000
90
1,807,433
$ 2,183,107
$ 10,100
4,983
1,071
1,643
17,167
125
2,406
11,619
892
50,006
48,381
527
1,454
-
50,362
100,368
2,140,216
385,666
45,041
416,242)
371,201)

40,372 )
31,570)
71,942)
2,082,739
$ 2,183,107














(
(
(
(
(













(
(
(
(
(

8
3
-
-
1
-
-
3
-
1
1
17
-
1
59
8
11
4
-
-
-
-
-
83
100
-
-
-
-
1
-
-
1
-
2
3
-
-
-
3
5
98
17
2
19)
17)

2 )
1)
3)
95
100

Please refer to auditors’ reported provided by Delotte & Touche on March 24, 2021, Taipei Taiwan, R.O.C

Chairman: Chang Tse Ling Manager : Chang Tse Ling Accounting Supervisor : Li Hsiu Ting

81

EVERSPRING INDUSTRY CO., LTD PARENT COMPANY ONLY COMPREHENSIVE INCOME JANUARY 1 ~ DECEMBER 31, 2020 AND 2019

Unit: In thousands of NTD except Earnings Per Share

Code
Operating income (Notes
20&26)
4100
Sales Revenue

4800
Other Operating Income

4000
Total Operating Income


Operating
Expenses(Notes10&26)
5110
Sale Expenses
5800
Other Operating Expenses
5000
Total Operating Expenses


5900
Operating Gross Profit

5910
Realized profit of associate
company

5950
Net operating Gross profit


Operating expenses(Note 21)
6100
Marketing Expenses
6200
Managing Expenses
6300
Research and Development
Expenses
6450
Expected credit impairment
6000
Total operating
expenses

6900
Net operating Losses


Non-operating income and
expenses
7100
Interest Income(Note
21&26
7010
Other income Notes
21&26
7020
Other profits and lossesNotes
21
7070
Shares of Recognizing
subsidiaries income
through equity method
Year 2020 Year 2020
97
3

100

90
1

91

9

6)

3

9
29
33
-

71

68)

2
18
184
25
Year 2019
(after re-edition
Year 2019
(after re-edition
Year 2019
(after re-edition
Amount
$ 120,961

3,898

124,859

112,546

1,345

113,891

10,968

7,653)

3,315

11,217
36,064

40,769

58

88,108


84,793)

2,139
22,626

229,310

31,798





(



(






(





(


94

6
100
79

-
79
21

1
22
13
27
29

-
69
(47)
2
5
9
( 79 )

To be continued on the next page

82

Continued from the previous page

Continued from the previous page
Code
7050
Financial expensesNote 21

7000
Total non-operating
income and expenses
7900
Profits Before Tax (loss)
7950
Income tax expensesNote 22

8200
Net Profit (loss) for the period

Other comprehensive gains and
losses of the year(net)
8310
Items not reclassified
8316
Unrealized gain on
investments in equity
instruments at fair value
through other
comprehensive
income
8311
Remeasurement of Defined Benefit
Obligation
8330
share of recognizing
other comprehensive
income of associate
company using equity
method
8360
Item that may be reclassified
subsequently to profit and loss
8361
Exchange differences
arising in translation of
foreign operations
8370
Share of other
comprehensive profits
and losses of affiliates
recognized using the
equity method
8300
Total other
comprehensive profit
and loss (net)
8500
Total comprehensive profit and loss
for the year
c
Surplus(loss) attributable to
shareholders of the company(Note
23)
9750
basis

9850
diluted
Year 2020
1)

228

160

4

156

5
-

-


7 )
5

3

159


Year 2019 (after re-edition)
Amount
1,361)

284,512

199,719

4,451

195,268

6,325
-

263 )

8,602 )
6,396

3,856

$ 199,124

$ 0.91
$ 0.91
Amount
424)

101,839)


179,250 )
1,416

180,666)

1,237
661

534 )

12,808 )
11,529

85

$ 180,581)

$ 0.84)
$ 0.84)
(



(
(




(





(


(
(
(

(
(
(


(
(
(

(
(

(

(


(
-
63)
110 )
1
111)
1
-

-

8 )
7
-
111)

The accompanying notes are an integral part of the consolidated financial statements (Please refer to the audit report of the Deloitte & Touche on Mar. 24,2021)

Chairman: Chang Tse Ling Manager : Chang Tse Ling Accounting Supervisor : Li Hsiu Ting

83

EVERYSPRING INDUSTRY CO., LTD. PARENT COMPANY ONLY STATEMENS OF CHANGES IN EUQITY JANUARY 1~DECEMBER 31 OF YEAR 2020 AND 2019 (IN THOUSANDS OF New Taiwan Dollars)

EVERYSPRING INDUSTRY CO., LTD.
PARENT COMPANY ONLY STATEMENS OF CHANGES IN EUQITY
JANUARY 1~DECEMBER 31 OF YEAR 2020 AND 2019
(IN THOUSANDS OF New Taiwan Dollars)
STOCK
Code
Common stock
A1
BALANCE, JANUARY 1, 2019
$ 2,140,216
Other capital reserve changes
C7
Changes in related parties Recognition
of using equity method
-
D1
Net income in 2019
-
D3
Other comprehensive income(loss) in
2019, after income tax

-
D5
Total comprehensive income (loss) in 2019

-
Q1
Disposal of investments in equity
instruments at fair value through
other comprehensive income

-
Z1
Balance, December 31, 2019
2,140,216
C7
Changes in equities recognition of
associates in using equity method
-
D1
Net income in 2020
-
D3
Other comprehensive income(loss) in
2020, after income tax

-
D5
Total comprehensive income in 2020

-
Z1
Balance, December 31, 2020
$ 2,140,216
Chairman: Chang Tse Ling
RETAINED EARNINGS
Capital reserve
legal capital reserve
special capital
reserve
Unappropriated
earnings

$ 397,345
$ -
$ 45,041
( $ 243,515 )

(
11,679 )
-
-
-

-
-
-
(
180,666 )

-

-

-

127

-

-

-
(
180,539)

-

-

-

7,812

385,666
-
45,041
(
416,242 )

69,164
-
-
-

-
-
-
195,268

-

-

-
(
263)

-

-

-

195,005
$ 454,830
$ -
$ 45,041
($ 221,237)
The accompanying notes are an integral part of the consolidated financial statements.
please refer to auditors’ report issued by Deloitte & Touche on March 24, 2021
General manager: Chang Tse Ling
Other equityitems
Unrealized
Gain(Loss) on
Financial Assets at
fair value Through
Other
Comprehensive
Income
Foreign Currency
Translation Reserve
( $ 27,564 )
( $ 36,524 )
-
-
-
-
(
12,808)

12,766
(
12,808)

12,766

-
(
7,812)
(
40,372 )
(
31,570 )
-
-
-
-
(
8,602)

12,721
(
8,602)

12,721
($ 48,974)
($ 18,849)
Accounting supervisor: Li Hsiu Ting
Total equity
(
(
(

(
(
(
(

(
(

(



$ 2,274,999

11,679 )

180,666 )
85
180,581)
-
2,082,739
69,164
195,268
3,856
199,124
$ 2,351,027

84

EVERSPRING INDUSTRY CO., LTD & SUBSIDIARIES Parent company only Statements of Cash Flows From Jan.1 to Dec. 31 2019 & 2020

Unit: In Thousands of NTD

Code
Cash flows from operating activities

A10000Net profit (Loss)before tax for the
current period
A20010Income and expense items
A20100
Epreciation expense

A20200
Amortization expenses

A20300Expected credit impairment
A20400Loss (gain) on financial instruments at fair
value through profit or loss net
A20900
Financial costs

A21200
Interest income

A21300
Dividend income

A22400 Shares of recognizing associated company
income by using equity method
A22500Disposal of loss of property, plant and
equipment
A23100
Disposal of investment interests

A23200
Disposal of investment interests
using the equity method
A22800 Loss of disposal of intangible assets
A23700 Stock depreciation and stagnation lossreturn
profit
A23900 Realized sales profits between associate
companies
A30000 Changes of operating assets and liabilities
A31130
Bills receivable

A31140
Bill receivable-related parties

A31150
Accounts receivable

A31160Accounts receivable-related parties

A31180
Other accounts receivables

A31190Other receivables-related parties

A31200
Stock

A31240
Other current assets

A31990 Net defined benefit assets –non current
A32125
Contract liabilities

A32150
Account payables
A32160
Account payable-related party
A32180
other payables

A32190
Other payables-related parties
A32230
Other current liabilities

To be continued on the next page
Year 2020

$ 199,719


10,989

1,191
58
(
130,083 )

1,361
(
2,139 )

(
21 )

(
31,798 )
-
(
57,211 )
(
55,665 )

423
4,717

7,653


-

5


5,709

5,029
(
126 )


332
(
2,478 )

19,127
2,000

1,252

192
8,692
(
909 )

78


414
Year 2019
(after re-edition)
( $ 179,250 )
13,510
1,373
31
18,165
3,137
(
2,959 )
(
20 )
127,745
83
-
(
44,227 )
120
(
1,976 )
(
557 )
6
(
5 )
1,279
-
(
85 )
4,724
1,794
42,877
146
(
11,789 )
63
857
(
6,092 )
(
23 )

892

85

Continued from the previous page

Code
A33000
Cash generated from operations

A33300
Interest paid

A33500
income tax paid

AAAANet cash inflow from operating activities


Cash Flows from Investing Activities
B00700
Financial assets measured at fair value
through profit and loss, capital reduction
and return of shares
B00030Financial assets measured at fair value
Through other comprehensive gains and losses
B00050
Disposal of financial assets measured at
amortized cost
B00100
financial assets measured at fair value
through profit and loss
B01800
Obtain long-term equity investment using the
equity method
B01900Disposal of long-term equity investments using the
equity method
B00200Disposal of financial assets measured
at fair value through profit or loss
B02700
Purchase property, plant & equipment

B03800Decrease of guarantee deposits (increase)
B04500
acquired intangible assets

B07500
Interests received
B07600
Dividends received
B07700
Receive dividends from subsidiaries, affiliates
and joint ventures
B09900
Increase in other current assets

BBBBNet cash inflow from investing activities


Cash flow from financing activities
C00100
Increase in short-term borrowing
C01300
Repay long-term loans

C01600
Long-term loans
C03100Guarantee Increase (decrease) in deposits
CCCCNet cash inflow from financing activities


EEEE
Increase in cash and cash equivalents

E00100Cash and cash equivalents at the beginning of the
year

E00200Balance of cash and cash equivalents at the end of
the year
Year 2020
(
11,489 )

(
1,618 )

(
2,266)

(
15,373)

126
-
-
(
67,139 )
(
83,042 )
45,875
91,300
(
358 )

169

(
1,289 )

2,139
21
10,451
(
228)

(
1,975)

19,900
(
11,648 )
31,111

1,004


40,367

23,019

167,881

$ 190,900
Year 2019
(after re-edition)
(
30,181 )
(
2,966 )

23
(
33,124)
-
696
22,000
-
-
38,969
-
(
491 )
(
169 )
(
482 )
2,959
20
514

445

64,461
10,100
-
26,674
(
1,364)

35,410
66,747

101,134
$ 167,881

The accompanying notes are an integral part of the consolidated financial statements (Please refer to the audit report of the Deloitte & Touche on Mar. 24,2021)

Chairman: Chang Tse Ling Manager: Chang Tse Ling Accounting Supervisor: Li Hsiu Ting

86

EVERSPRING INDUSTRY CO., LTD NOTES TO INDIVIDUAL FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

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

1. GENERAL

  • Everspring Industry Co., Ltd (the “Company” or “Everspring”), a Republic of China (R.O.C.) corporation, was incorporated in New Taipei City on April, 1980. The Company started business in April of the same year. The main business is the manufacturing, reprocessing and trading of burglar alarm and other electronic products and parts.

On November 15, 1996, the Company’s shares were traded on the ROC Over-the-Counter Securities Exchange [ROSE]. On

June 15, 1999, the Company’s shares were listed on the Taiwan Stock Exchange (TWSE).

To enhancing the business benefits and brand integration of Everspring, the Company planned to reorganize of the group. On November 11, 2020, the board of directors (Everspring Industry Co., Ltd) resolved business combination with Auspistek Corporation. The reference date for the merger was December 1, 2020. Everspring would be the surviving company while Auspistek Corporation would be dissolved in the merger. For details, please refer Note 30.

This individual financial statement is denominated in NT Dollar, the functional currency of the Everspring.

2. THE AUTHORIZATION OF FINANCIAL STATEMENTS

The individual financial statements were approved and authorized for issue by the Board of Directors on March 24, 2021.

  1. APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL

REPORTING STANDARDS

  • a. Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)

  • Except for the following, the initial application of the amendments to the IFRSs endorsed and issued into effect by the FSC did not have a significant impact on the Company’s accounting policies:

  • Amendments to IAS 1 and IAS 8 on the “definition of material” The Company adopted the amendments starting from January 1, 2020. The threshold of materiality that could influence users has been changed to “could reasonably be expected to influence”. Accordingly, disclosures in the consolidated financial statements do not include immaterial information that may obscure material information.

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  • b. The IFRSs endorsed by the FSC for application starting from 2021

Effective Date New, Revised or Amended Standards and Interpretations Announced by IASB Amendments to IFRS 4 “Extension of the Temporary Effective immediately upon Exemption from Applying IFRS 9” promulgation by the IASB Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 January 1, 2021 “Interest Rate Benchmark Reform - Phase 2” Amendment to IFRS 16 “Covid-19-related Rent June 1, 2020 Concessions”

As of the date the individual financial statements were authorized for issue, the Company evaluated that there is no significant impact on its financial position and financial performance as a result of the initial adoption of the aforementioned standards or interpretations and related applicable period.

  • c. The IFRSs issued by IASB but not yet endorsed and issued into effect by the FSC

E f f e c t i v e D a t e I s s u e d New, Revised or Amended Standards and Interpretations by IASB Note 1 Annual Improvements to IFRS Standards 2018–2020 January 1, 2022 (Note 2) Amendments to IFRS 3 “Reference to the Conceptual Framework” January 1, 2022 (Note 3) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of To be determined by IASB Assets between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contracts” January 1, 2023 Amendments to IFRS 17 January 1, 2023 Amendments to IAS 1 “Classification of Liabilities as Current January 1, 2023 or Noncurrent” Amendments to IAS 1 “Disclosure of Accounting Policies” January 1, 2023 (Note 6) Amendments to IAS 8 “Definition of Accounting Estimates” January 1, 2023 (Note 7) Amendments to IAS 16 “Property, Plant and Equipment – January 1, 2022 (Note 4) Proceeds before Intended Use” Amendments to IAS 37 “Onerous Contracts–Cost of Fulfilling a January 1, 2022 (Note 5) Contract”

  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

  • Note 2: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.

  • Note 3: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.

  • Note 4: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.

  • Note 5: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.

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  • Note 6: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.

  • Note 7: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.

  • Amendments to IAS 1 “Disclosure of Accounting Policies” The amendments specify that the Company should refer to the definition of material to determine its material accounting policy information to be disclosed. Accounting policy information is material if it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements. The amendments also clarify that:

  • Accounting policy information that relates to immaterial transactions, other events or conditions is immaterial and need not be disclosed;

  • The Company may consider the accounting policy information as material because of the nature of the related transactions, other events or conditions, even if the amounts are immaterial; and

  • Not all accounting policy information relating to material transactions, other events or conditions is itself material.

The amendments also illustrate that accounting policy information is likely to be considered as material to the financial statements if that information relates to material transactions, other events or conditions and:

  • (1) The Company changed its accounting policy during the reporting period and this change resulted in a material change to the information in the financial statements;

  • (2) The Company chose the accounting policy from options permitted by the standards;

  • (3) The accounting policy was developed in accordance with IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors” in the absence of an IFRS that specifically applies;

  • (4) The accounting policy relates to an area for which the Company is required to make significant judgements or assumptions in applying an accounting policy, and the Company discloses those judgements or assumptions; or

  • (5) The accounting is complex and users of the financial statements would otherwise not understand those material transactions, other events or conditions.

  • Amendments to IAS 8 “Definition of Accounting Estimates” The amendments define that accounting estimates are monetary amounts in financial statements that are subject to measurement uncertainty. In applying accounting policies, the Company may be required to measure items at monetary amounts that cannot be observed directly and must instead be estimated. In such a case, the Company uses measurement techniques and inputs to develop accounting estimates to achieve the objective. The effects on an accounting estimate of a change in a measurement technique or a change in an input are changes in accounting estimates unless they result from the correction of prior period errors.

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Except for the above impact, as of the date the individual financial statements were authorized for issue, the Company is continuously assessing the possible impact that the application of other standards and interpretations will have on the Company’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • (1) Statement of compliance

The individual financial statements have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (the “Accounting Standards Used in Preparation of the Individual Financial Statements”).

  • (2) Basis of preparation

The individual financial statements have been prepared on the historical cost basis except for financial instruments that are measured at fair values.

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

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

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

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

When preparing the individual financial statements, the Company account for subsidiaries and associates by using the equity method. In order to agree with the amount of net income, other comprehensive income and equity attributable to shareholders of the parent in the consolidated financial statements, the differences of the accounting treatment between the individual basis and the consolidated basis are adjusted under the heading of investments accounted for using equity method, share of profits of subsidiaries and associates and share of other comprehensive income of subsidiaries and associates in the individual financial statements.

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

Current assets include:

  1. Assets held primarily for the purpose of trading;

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

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

  4. Current liabilities include:

  5. Liabilities held primarily for the purpose of trading;

  6. Liabilities due to be settled within 12 months after the reporting period and

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

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

  • (4) Foreign currencies

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

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items

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arising from settlement or translation are recognized in profit or loss in the period in which they arise.

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income; in which cases, the exchange differences are also recognized directly in other comprehensive income.

Non-monetary item denominated in a foreign currency and measured at historical cost is stated at the reporting currency as originally translated from the foreign currency.

For the purposes of presenting individual financial statements, the assets and liabilities of the Company’s foreign operations (including of the subsidiaries and associates in other countries with currencies used different from the Company) are translated into New Taiwan dollars using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising are recognized in other comprehensive income.

On the disposal of a foreign operation (i.e. a disposal of the Company’s entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, or a disposal involving loss of significant influence over an associate that includes a foreign operation), all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Company are reclassified to profit or loss.

In relation to a partial disposal of a subsidiary that does not result in the Company losing control over the subsidiary, the proportionate share of accumulated exchange differences are re-attributed to non-controlling interests of the subsidiary and are not recognized in profit or loss. For all other partial disposals, the proportionate share of the accumulated exchange differences recognized in other comprehensive income is reclassified to profit or loss.

(5) Inventories

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

(6) Investments in subsidiaries

The Company uses the equity method to account for its investments in subsidiaries. A subsidiary is an entity that is controlled by the Company.

Under the equity method, investments in subsidiaries are initially recognized at cost and adjusted thereafter to recognize the Company’s share of the profit or loss and other comprehensive income of those subsidiaries. The Company also recognizes the changes in the Company’s share of the equity of subsidiaries.

Changes in the Company’s ownership interest in a subsidiary that do not result in the Company losing control of the subsidiary are equity transactions. The Company recognizes directly in equity any difference between the carrying amount of such investments and the fair value of the consideration paid or received.

When the Company’s share of losses of an associate equals or exceeds its interest in that associate (including carrying amount of investments in associates using equity method and other long-term interests of net investment in associates and joint ventures), the Company continues recognizing its share of further losses.

Any excess of the cost of an acquisition over the Company’s share of the net fair value of the identifiable assets and liabilities of a subsidiary at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not

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amortized. Any excess of the Company’s share of the net fair value of the identifiable assets and liabilities over the cost of the acquisition is recognized immediately in profit or loss. When the Company acquires a subsidiary that does not constitute a business, the Company appropriately allocates the cost of acquisition to the Company’s share of the amounts of the identifiable assets acquired (including intangible assets) and liabilities assumed, and the transaction does not give rise to goodwill nor gains.

The Company assesses its investment for any impairment by comparing the carrying amount with the estimated recoverable amount as assessed based on the entire financial statements of the invested company. Impairment loss is recognized when the carrying amount exceeds the recoverable amount. If the recoverable amount of the investment subsequently increases, the Company recognizes reversal of the impairment loss; the adjusted post-reversal carrying amount should not exceed the carrying amount that would have been recognized (net of amortization or depreciation) had no impairment loss been recognized in prior years. An impairment loss recognized on goodwill cannot be reversed in a subsequent period.

When the Company loses control of a subsidiary, it recognizes the investment retained in the former subsidiary at its fair value at the date when control is lost. The difference between the fair value of the retained investment plus any consideration received and the carrying amount of the previous investment at the date when control is lost is recognized as a gain or loss in profit or loss. Besides, the Company accounts for all amounts previously recognized in other comprehensive income in relation to that subsidiary on the same basis as would be required if the Company had directly disposed of the related assets or liabilities.

Profits or losses resulting from downstream transactions are eliminated in full in the individual financial statements. Profits and losses resulting from upstream transactions and transactions between subsidiaries are recognized in the individual financial statements only to the extent of interests in the subsidiaries that are not related to the Company.

  • (7) Investments in associates

An associate is an entity over which the Company has significant influence and which is neither a subsidiary nor an interest in a joint venture.

The Company uses the equity method to account for its investments in associates. Under the equity method, an investment in an associate is initially recognized at cost and adjusted thereafter to recognize the Company’s share of the profit or loss and other comprehensive income of the associate. The Company also recognizes the changes in the Company’s share of equity of associates.

Any excess of the cost of acquisition over the Company’s share of the net fair value of the identifiable assets and liabilities of an associate recognized at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Company’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.

When the Company subscribes for additional new shares of the associate, at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Company’s proportionate interest in the associate. The Company records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in the Company’s share of equity of associates. If the Company’s ownership interest is reduced due to the additional subscription of the new shares of associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required if the investee had directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for by the equity method is insufficient, the shortage is debited to retained earnings.

When the Company’s share of losses of an associate equals or exceeds its interest in that associate (including carrying amount of investments in associates using equity method and other long-term interests of net investment in associates and joint ventures), the Company

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discontinues recognizing its share of further losses. Additional losses and liabilities are recognized only to the extent that the Company has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate.

The entire carrying amount of the investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is deducted from investment and carrying amount of investment is net of impairment loss. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

The Company discontinues the use of the equity method from the date on which it ceases to have significant influence over the associate. Any retained investment is measured at fair value at that date and the fair value is regarded as its fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate. The Company accounts for all amounts previously recognized in other comprehensive income in relation to that associate on the same basis as would be required if that associate had directly disposed of the related assets or liabilities. If an investment in the associate becomes an investment in a joint venture, or an investment in a joint venture becomes an investment in the associate, the Company will continue to use the equity method without re-evaluating the retained equity.

When the Company entity transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the individual financial statements to the extent of interests in the associate that are not related to the Company.

  • (8) Property, Plant and Equipment

Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment loss.

Freehold land is not depreciated.

Depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.

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

(9) Investment properties

Investment properties are properties held to earn rentals and/or for capital appreciation (including property under construction for such purposes). Investment properties also include land held for a currently undetermined future use.

Investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method.

On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.

  • (10) Intangible assets

  • 1) Intangible assets acquired separately

    • Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are measured at cost less accumulated impairment loss.
  • 2) Derecognition of intangible assets

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On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.

  • (11) Impairment of tangible assets and intangible assets

At the end of each reporting period, the Company reviews the carrying amounts of its tangible assets and other intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually and whenever there is an indication that the assets may be impaired.

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

When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized on the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

  • (12) Financial instruments

Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.

  • 1) Financial

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

  • a) Measurement categories

Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost and equity instruments at FVTOCI.

  • i. Financial assets at FVTPL.

  • Financial assets are classified as at FVTPL when such a financial asset is mandatorily classified as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.

  • Financial assets at FVTPL are subsequently measured at fair value, and any dividends, interest earned and remeasurement gains or losses on such financial assets are recognized in gains on financial assets and liabilities at fair value through profit or loss. Fair value is determined in the manner described in Note 25.

  • ii. Financial assets at amortized

Financial assets that meet the following conditions are subsequently

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measured at amortized cost:

  • i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, trade receivables at amortized cost, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:

i) Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial assets; and

ii) Financial assets that are not credit-impaired on purchase or origination but have subsequently become credit-impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.

Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value and repurchase bond. These cash equivalents are held for the purpose of meeting short-term cash commitments.

  • iii. Investments in equity instruments at FVTOCIC

On initial recognition, the Company may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings. Dividends on these investments in equity instruments are recognized in profit or loss when the Company’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

b) Impairment of financial assets

The Company recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables).

The Company always recognizes lifetime expected credit losses (ECLs) for trade receivables. For all other financial instruments, the Company recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.

Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent

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the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date. The Company recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account, except for investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognized in other comprehensive income and does not reduce the carrying amount of such a financial asset.

c) Derecognition of financial assets

The Company derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in a debt instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss which had been recognized in other comprehensive income is recognized in profit or loss. However, on derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.

2) Equity instruments

Debt and equity instruments issued by a company entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. Equity instruments issued by a group entity are recognized at the proceeds received, net of direct issue costs.

Repurchase of Everspring’s own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or cancellation of Everspring’s own equity instruments.

3) Financial liabilities

a) Subsequent measurement

All financial liabilities are measured at amortized cost using the effective interest method.

b) Derecognition of financial liabilities

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

(13) Revenue recognition

The Company identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied. Sales are customers obtain control of the promised goods which is generally when the goods are delivered to the customers’ specified locations.

Revenue from sale of goods is measured at the fair value of the consideration received or receivable.

  • (14) Leases

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At the inception of a contract, the Company assesses whether the contract is, or contains, a lease.

1) The Company as lessor

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.

  • 2) The Company as lessee

The Company recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the individual financial statements.

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.

Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments, in-substance fixed payments, variable lease payments which depend on an index or a rate, residual value guarantees, the exercise price of a purchase option if the Company is reasonably certain to exercise that option, and payments of penalties for terminating a lease if the lease term reflects such termination, less any lease incentives receivable. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses the lessee’s incremental borrowing rate.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term, a change in the amounts expected to be payable under a residual value guarantee, a change in the assessment of an option to purchase an underlying asset, or a change in future lease payments resulting from a change in an index or a rate used to determine those payments, the Company remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the individual balance sheets.

Variable lease payments that do not depend on an index or a rate are recognized as expenses in the periods in which they are incurred.

(15) Employee benefits

1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.

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  • 2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions. Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost and net interest on the net defined benefit liabilities are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss. Net defined benefit liability (asset) represents the actual deficit (surplus) in the Company’s defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

(16) Taxation

  • Income tax expense represents the sum of the tax currently payable and deferred tax. 1) Current tax

According to the Income Tax Law, an additional tax on unappropriated earnings is provided for as income tax in the year the shareholders approve to retain earnings.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

  • 2) Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

98

3) Current and deferred taxes for the year

  • Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity; in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively

  • CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Company’s accounting policies, the Company’s management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The Company considers the economic implications of the COVID-19 when making its critical accounting estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.

  1. CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS
Cash on hand
Checking accounts and cash in
bank
Cash equivalents
Time deposits with original
maturities less than 3
months
Bonds with repurchase
agreements
The market rate intervals of cash in
Bank balance
Fixed deposits
Bonds with repurchase
agreements
December 31,2020
December 31,2019
$ 406
$ 432
145,412
114,480
-
29,980
45,082
22,989
$ 190,900
$ 167,881
the bank at the end of the year were as follows:
December31,2020
December31,2019
0.01%~0.05%
0.001%~0.33%
-%
2.18%
0.25%
0.45%
December 31,2019
0.001%~0.33%
2.18%
0.45%

99

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

December 31, 2020 December 31, 2019

Financial assets - Current Mandatorily measured at FVTPL Non-derivative financial assets Domestic listed shares $ 225,583 $ 61,935 Financial assets – Non-current Mandatorily measured at FVTPL Non-derivative financial assets Mutual funds $ 991 $ 1,632

  1. As December 31, 2020, the Company acquired $67,139,000 dollars of domestic listed shares of the financial assets – current which mandatorily measured at FVTPL. And the Company sold $34,089 thousand dollars of domestic listed shares with the disposal price $91,300,000 dollars. The gain of investment is $57,211,000 dollars. As December 31, 2020, the financial assets – non-current with mandatorily measured at FVTPL is $126,000 dollars.

  2. As December 31, 2020 and 2019, the financial asset at fair value through profit or loss is $130,083,000 dollars and ($18,165) thousand dollars respectively.

  3. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

December 31, 2020 December 31, 2019 Current Domestic investment Listed and emerging shares Fubon Financial Holding Co., Ltd. (Ordinary share) $ 188 $ 186 Non-current Domestic investment Unlisted shares Benetop Technology Co., Ltd. (Ordinary share) $ 373 $ 383 Eleceram Technology Co., Ltd. (Ordinary share) 21,476 15,143 $ 21,849 $ 15,526

These investments in equity instruments are not held for trading. Instead, they are held for medium to long-term strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Company’s strategy of holding these investments for long-term purposes.

100

9. NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES
December 31,2020
December 31,2019
Notes receivable
Notes receivableRelated parties
$ -
$ 5
Trade receivables
At amortized cost
Carrying
amount

Non-Related Parties
$ 17,095
$ 22,804
Carrying amountRelated
Parties
5,587
10,616
Less: Allowance for
impairment loss
(
143)
(
85)
$ 22,539
$ 33,335
Other receivables
$ 475
$ 349
Other
receivables

Related
Parties
$ 71,104
$ 71,436
NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES
December 31,2020
December 31,2019
Notes receivable
Notes receivableRelated parties
$ -
$ 5
Trade receivables
At amortized cost
Carrying
amount

Non-Related Parties
$ 17,095
$ 22,804
Carrying amountRelated
Parties
5,587
10,616
Less: Allowance for
impairment loss
(
143)
(
85)
$ 22,539
$ 33,335
Other receivables
$ 475
$ 349
Other
receivables

Related
Parties
$ 71,104
$ 71,436
NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES
December 31,2020
December 31,2019
Notes receivable
Notes receivableRelated parties
$ -
$ 5
Trade receivables
At amortized cost
Carrying
amount

Non-Related Parties
$ 17,095
$ 22,804
Carrying amountRelated
Parties
5,587
10,616
Less: Allowance for
impairment loss
(
143)
(
85)
$ 22,539
$ 33,335
Other receivables
$ 475
$ 349
Other
receivables

Related
Parties
$ 71,104
$ 71,436
NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES
December 31,2020
December 31,2019
Notes receivable
Notes receivableRelated parties
$ -
$ 5
Trade receivables
At amortized cost
Carrying
amount

Non-Related Parties
$ 17,095
$ 22,804
Carrying amountRelated
Parties
5,587
10,616
Less: Allowance for
impairment loss
(
143)
(
85)
$ 22,539
$ 33,335
Other receivables
$ 475
$ 349
Other
receivables

Related
Parties
$ 71,104
$ 71,436
NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES
December 31,2020
December 31,2019
Notes receivable
Notes receivableRelated parties
$ -
$ 5
Trade receivables
At amortized cost
Carrying
amount

Non-Related Parties
$ 17,095
$ 22,804
Carrying amountRelated
Parties
5,587
10,616
Less: Allowance for
impairment loss
(
143)
(
85)
$ 22,539
$ 33,335
Other receivables
$ 475
$ 349
Other
receivables

Related
Parties
$ 71,104
$ 71,436

Notes receivable
Notes receivableRelated parties
Trade receivables
At amortized cost
Carrying
amount

Non-Related Parties
Carrying amountRelated
Parties
Less: Allowance for
impairment loss
Other receivables
Other
receivables

Related
Parties

December 31,2020
$ -
$ 17,095
5,587
(
143)
$ 22,539
$ 475
$ 71,104


(





(


$ 5
$ 22,804
10,616

85)
$ 33,335
$ 349
$ 71,436

The Company applies the simplified approach prescribed by IFRS 9 to measure the loss allowance for trade receivables at an amount equal to lifetime ECLs. The expected credit losses on trade receivables are estimated using a provision matrix by reference to the past default experience with the respective debtors and an analysis of the debtors’ current financial positions industrial economic atmosphere and consider the industrial

prospect. As the Company’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the loss allowance based on the past due status of receivables is not further distinguished according to different segments of the Company’s customer base.

The Company transfers a trade receivable to overdue receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the trade receivables are over 330 days past due. The Company continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in overdue receivable. For recognized in the loss allowance, the Company consider if there any collateral or guarantee of the overdue receivable.

The following table details the loss allowance of note receivables, trade receivables and overdue receivables:

December 31, 2020

December 31, 2020

Expected credit loss
rate
Gross carrying amount

Loss allowance
(lifetime ECLs)
Not Past Due
Less than 90
Days
91 to 180
Days
181 to 330
Days
More than 330
Days
Total

(
0%~0.84%
$ 22,667

143)

0%~7.59%
$ 15

-
5.47%~10.59
%

$ -


-
9.80%~15.6%
$ -

-
11.73%~100%
$ -

-


(
$ 22,682

143)

101

Amortized cost
$ 22,524
$ 15
$ - $ - $ -
$
22,539
December 31, 2019
Less than 90 91 to 180 181 to 330 More than 330
Not Past Due Days Days Days Days Total
Expected credit loss 1.46%~10.58
rate 0%
1.73%~3.73%
%
2.61%~5.65% 11.49%~100%
Gross carrying amount
$ 28,656
$ 4,769
$ -
$ - $ -
$
33,425
Loss allowance
(lifetime ECLs)
-
( 85 )
-
- -
( 85)
Amortized cost
$ 28,656
$ 4,684
$ - $ - $ -
$
33,340
The movements of the loss allowance of trade receivables were as follows:
December 31, 2020 December 31,2019
Balance at January 1 $ 85 $ 54
Add: Net remeasurement of loss
allowance 58 31
Balance at December 31 $ 143 $ 85

10. INVENTORIES

VENTORIES
Finished goods and merchandise
Raw materials and spare parts
Overhead Used in Construction
December31,2020
$ 4,029

2,057
6,086
10,378
$ 16,464
December31,2019






$ 3,302
4,561
7,863
10,840
$ 18,703

The allowance for inventory valuation losses for the years ended December 31, 2020 and 2019 was NT$14,935,000 and NT$17,980,000, respectively.

The cost of inventories recognized as cost of goods sold for the year ended December 31, 2020 and 2019 included reversal of inventory write-downs of NT$4,717,000 and (NT$1,976) thousand, respectively.

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2020 and 2019 was NT$113,891,000 and NT$128,406,000, respectively.

102

11.
INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD
December31,2020
December31,2019
Subsidiaries
$ 1,054,885
$ 916,500
Associates

414,728

379,164
$ 1,469,613
$ 1,295,664
a. Investments in subsidiaries
December31,2020
December31,2019
Unlisted Company
EVERSPRING INDUSTRY
(S) PTE LTD.
(”(S) EVERSPRING”)
$ 319,660
$ 290,488
EVERSPRING TECH USA,
INC.
(”USA EVERSPRING”)
4,545
3,815
WORLDTREND CO., LTD.
(”WORLDTREND”)
304,309
257,101
UNINN TECHNOLOGY
CO., LTD.
(”UNINN”)
353,009
290,652
TUNG SHENG
DEVELOPMENT
CORPORATION
(”TUNG SHENG”)
73,362
73,146
PHASE ELECTRONICS
(UK) LTD.
(”PHASE
ELECTRONICS”)
(
728)

1,298
1,054,157
916,500
Add: Long-term investment loan
transfer to other liabilities

728

-
$ 1,054,885
$ 916,500
11.
INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD
December31,2020
December31,2019
Subsidiaries
$ 1,054,885
$ 916,500
Associates

414,728

379,164
$ 1,469,613
$ 1,295,664
a. Investments in subsidiaries
December31,2020
December31,2019
Unlisted Company
EVERSPRING INDUSTRY
(S) PTE LTD.
(”(S) EVERSPRING”)
$ 319,660
$ 290,488
EVERSPRING TECH USA,
INC.
(”USA EVERSPRING”)
4,545
3,815
WORLDTREND CO., LTD.
(”WORLDTREND”)
304,309
257,101
UNINN TECHNOLOGY
CO., LTD.
(”UNINN”)
353,009
290,652
TUNG SHENG
DEVELOPMENT
CORPORATION
(”TUNG SHENG”)
73,362
73,146
PHASE ELECTRONICS
(UK) LTD.
(”PHASE
ELECTRONICS”)
(
728)

1,298
1,054,157
916,500
Add: Long-term investment loan
transfer to other liabilities

728

-
$ 1,054,885
$ 916,500
11.
INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD
December31,2020
December31,2019
Subsidiaries
$ 1,054,885
$ 916,500
Associates

414,728

379,164
$ 1,469,613
$ 1,295,664
a. Investments in subsidiaries
December31,2020
December31,2019
Unlisted Company
EVERSPRING INDUSTRY
(S) PTE LTD.
(”(S) EVERSPRING”)
$ 319,660
$ 290,488
EVERSPRING TECH USA,
INC.
(”USA EVERSPRING”)
4,545
3,815
WORLDTREND CO., LTD.
(”WORLDTREND”)
304,309
257,101
UNINN TECHNOLOGY
CO., LTD.
(”UNINN”)
353,009
290,652
TUNG SHENG
DEVELOPMENT
CORPORATION
(”TUNG SHENG”)
73,362
73,146
PHASE ELECTRONICS
(UK) LTD.
(”PHASE
ELECTRONICS”)
(
728)

1,298
1,054,157
916,500
Add: Long-term investment loan
transfer to other liabilities

728

-
$ 1,054,885
$ 916,500
11.
INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD
December31,2020
December31,2019
Subsidiaries
$ 1,054,885
$ 916,500
Associates

414,728

379,164
$ 1,469,613
$ 1,295,664
a. Investments in subsidiaries
December31,2020
December31,2019
Unlisted Company
EVERSPRING INDUSTRY
(S) PTE LTD.
(”(S) EVERSPRING”)
$ 319,660
$ 290,488
EVERSPRING TECH USA,
INC.
(”USA EVERSPRING”)
4,545
3,815
WORLDTREND CO., LTD.
(”WORLDTREND”)
304,309
257,101
UNINN TECHNOLOGY
CO., LTD.
(”UNINN”)
353,009
290,652
TUNG SHENG
DEVELOPMENT
CORPORATION
(”TUNG SHENG”)
73,362
73,146
PHASE ELECTRONICS
(UK) LTD.
(”PHASE
ELECTRONICS”)
(
728)

1,298
1,054,157
916,500
Add: Long-term investment loan
transfer to other liabilities

728

-
$ 1,054,885
$ 916,500

December31,2020
$ 1,054,885

414,728
$ 1,469,613
December31,2020
$ 319,660
4,545
304,309
353,009
73,362
(
728)
1,054,157

728
$ 1,054,885
$ 916,500

379,164
$ 1,295,664
December31,2019

(





$ 290,488
3,815
257,101
290,652
73,146
1,298
916,500
-
$ 916,500

103

The following table shows the Company’s proportion of ownership and voting right of associates at the end of the reporting date:

(S) EVERSPRING
USA EVERSPRING
WORLDTREND
UNINN
TUNG SHENG
PHASE ELECTRONICS
December31,2020
100.00%
94.55%
95.36%
100.00%
27.88%
100.00%
December31,2019
100.00%
94.55%
95.36%
100.00%
27.88%
100.00%

And the Company was business combination with Asupistek Corporation at Season 4 in 2020. For details, please refer Note 30.

The calculation of the investments accounted for using the equity method and the share of profit or loss and other comprehensive income of the investments.

For the financial statements year 2020 of PHASE ELECTRONICS, EVERSPRING TECH USA, INC. and the financial statements year 2019 of Everspring Lubricant were not review by auditor because of their capital and revenue were not significant. Only the financial statements year 2019 of PHASE ELECTRONICS (UK) LTD was reviewed by other auditors. The financial statement of other subsidiaries have been reviewed. Management agree that there is no material impact for the above mentioned subsidiaries whose financial statement were not review by auditor.

b. Investments in associates

estments in associates
Material associates
Medigen Biotechnology
Corporation
(“Medigen”)
Material associates
N a m e o f A s s o c i a t e
Medigen
December31,2020
December31,2019
$ 414,728
$ 379,164
% of Ownership and Voting Rights Held by
theCompany
December31,2019
December 31,2020
10.14%
December 31,2019
10.14%

Refer to Table 3 “Information on Investees” for the nature of activities, principal place of business and country of incorporation of the associates.

The Medigen is listed as associate because Everspring is the relatively large shareholder and be two seats of director and it is significant influence on Medigen.

The calculation of the investments accounted for using the equity method and the share of profit or loss and other comprehensive income of the investments were based on the associates’ financial statements that have been audite.

Fair values (Level 1) of investments in associates with available published price quotation are summarized as follows

Name of Associate December 31, 2020 December 31, 2019

104

Medigen Biotechnology Corporation $ 834,328

$ 928,108

All the associates are accounted for using the equity method.

The Company’s share of profit and other comprehensive income of associates for the years ended December 31, 2020 and 2019 were based on the associates’ financial statements audited by independent auditors for the same period.

Medigen Biotechnology Co., Ltd. (Individual Financial Statement)

Current assets
Non-current assets
Current liabilities
Non-current liabilities
Equity
Proportion of the Group’s
ownership
Equity attributable to the
Group
Accumulated impairment loss
Goodwill
Other adjustments
Carrying amount
Operating revenue
Net profit for the year
Other comprehensive income
(loss)
Total comprehensive income
for the year
December 31,2020
$ 483,438
2,143,970
(
383,840 )
(
428,150)
$ 1,815,418
10.14%
$ 184,166
(
40,426 )
306,320
(
35,332)
$ 414,728
YEAR 2020
$ 41,845
( $ 337,923 )
(
24,430)
($ 362,353)
December 31,2019
$ 246,776
1,761,313
(
221,742 )
(
425,238)
$ 1,361,109
10.14%
$ 148,602
(
40,426 )
306,320
(
35,332)
$ 379,164
YEAR 2019
$ 122,907
( $ 255,719 )

63,188
($ 192,531)

105

12. PROPERTY, PLANT AND EQUIPMENT

Cost

Balance at January 1, 2019
Additions
Disposals

Balance at December 31,
2019

Accumulated depreciation
and
impairment
Balance at January 1, 2019
Disposals

Depreciation

Balance at December 31,
2019

Carrying amounts at
December 31, 2019

Cost

Balance at January 1, 2020
Additions
Disposals

Balance at December 31,
2020

Accumulated depreciation
and
impairment
Balance at January 1, 2020
Disposals

Depreciation

Balance at December 31,
2020

Carrying amounts at
December 31, 2020
Land Building Machinery
and
Equipment
Office
Equipment
Molding
Equipment
Other
Equipment
TOTAL




















$ 99,019

-

-

$ 99,019

$ -

-


-

$ -

$ 99,019

$ 99,019

-

-

$ 99,019

$ -

-


-

$ -

$ 99,019
$ 138,940

-
(
1,770)

$ 137,170

$ 70,573

(
1,770 )

5,887

$ 74,690

$ 62,480

$ 137,170

252
(
5,945)

$ 131,477

$ 74,690

(
5,945 )

5,348

$ 74,093

$ 57,384
$ 3,547

-
(
2,067)

$ 1,480

$ 2,627

(
1,987 )

436

$ 1,076

$ 404

$ 1,480

-
(
670 )

$ 810

$ 1,076

(
670 )

229

$ 635

$ 175
$ 4,998

491
(
3,554)

$ 1,935

$ 3,838

(
3,551 )

681

$ 968

$ 967

$ 1,935

106
(
558)

$ 1,483

$ 968

(
558 )

268

$ 678

$ 805
$ 5,330

-
(
5,330)

$ -

$ 4,726

(
5,330 )

604

$ -

$ -

$ -

-

-

$ -

$ -


-

-

$ -

$ -
$ 5,561

-
(
5,503)

$ 58

$ 4,803

(
5,503 )

758

$ 58

$ -

$ 58

-
(
58 )

$ -

$ 58

(
58 )

-

$ -

$ -
$ 257,395
491
(
18,224)
$ 239,662
$ 86,567
(
18,141 )

8,366
$ 76,792
$ 162,870
$ 239,662
358
(
7,231)
$ 232,789
$ 76,792
(
7,231 )

5,845
$ 75,406
$ 157,383

The Company carries out a periodic review of the impairment assessment for the property, plant and equipment; after the review, the Company found no indication of impairment for the years ended December 31, 20 20 and 2019.

The depreciated are calculated on a straight-line basis over the following estimated useful lives:

Buildings
Main building of plant 5 to 50 years
Electrical power plant 7 to 15 years
Engineering system 8 to 10 years
Machinery and Equipment 3 years
Transportation 5 years
Office equipment 3 to 5 years
Molding equipment 2 years
Other equipment 3 years

Property, plant and equipment pledged as collateral for bank borrowings are set out in Note 27.

13. INVESTMENT PROPERTIES

ESTMENT PROPERTIES
Completed investment properties December31,2020
$ 236,210
December31,2019
$ 241,354

Completed investment

106

Cost
Balance at January 1, 2019
Disposals
Balance at December 31, 2019
Accumulated depreciation and
impairment
Balance at January 1, 2019
Disposals
Depreciation expense
Balance at December 31, 2019
Cost
Balance at January 1, 2020
Disposals
Balance at December 31, 2020
Accumulated depreciation and
impairment
Balance at January 1, 2020
Disposals
Depreciation expense
Balance at December 31, 2020
properties
$ 334,563

-
$ 334,563
( $ 88,065 )
-
(
5,144)
($ 93,209)
$ 334,563

-
$ 334,563
( $ 93,209 )
(
5,144)
($ 98,353)

The completed investment properties are depreciated under the straight-line method over their estimated useful lives of 45 to 50 years.

  • a) The fair values of the investment properties which are land and plant at Guishan District, Taoyuan City and Tucheng District, New Taipei City of the Group on December 31, 2020 and 2019 were $600,417,000 and $628,481,000, respectively. The fair value was not evaluated by independent qualified professional valuers. The valuation was arrived at by reference to the market evidence of transaction price for similar properties, and the fair value was measured by using Level 3 inputs. The fair value was made reference with market price of similar property because of no significant change of the property's price in these regions during 2019 and 2020.

  • b) The maturity analysis of lease payments receivable under operating leases of investment properties as of December 31, 2020 and 2019 is as follows:

Year 1
Year 2
Year 3
Year 4
Year 5
December31,2020
$ 6,376
4,618
2,537
-

-
$ 13,531
December31,2019 December31,2019




$ 5,643
4,696
3,015
700
-
$ 14,054

107

  • c) All investment properties of the Company is its own equity. The investment properties pledged as collateral for bank borrowings are set out in Note 27.

14. OTHER ASSETS

ER ASSETS
Current
Prepayments of investment
Payment in advance
Others
Non-current
Prepayments of equipment
Others
December 31,2020
$ -
-

2,463
$ 2,463
$ 240

78
$ 318
December 31,2019










$ 14,555
1,371
5,664
$ 21,590
$ -
90
$ 90

Payment in advance is for transaction with Dongguan Li Yuan Electronics Co., Ltd. (“Dongguan Li Yuan”). Since the mainly payment method is set off by debit and credit. Dongguan Li Yuan needs prepay the cost of raw materials.

15. BORROWINGS

a. Short term loans

WINGS
rt term loans
Secured borrowings(Note 27)
Bank loans
December 31,2020
$ 30,000
December 31,2019
$ 10,100

The interest rates of bank loans were 1.2% and 1.35%-1.77% as of December 31, 2020 and 2019, respectively.

b. Long-term borrowings

g-term borrowings
Secured borrowings (Note
27)
First Commercial
Bank
Long-term bank loans

Bank of Taiwan
Collateralised
borrowing

Less: Current portion of
long-term borrowings
Long-term bank loans
Maturity
date
Significant Covenant Interest rate
1.45%~1.60%
1.6406%


December
31,2020
December
31,2019
2019.12.20
-2024.12.2
0

2020.04.15
-
2023.04.14

Long-term credit loan, principal
repayment at maturity,
from
December20,
2019
to
December20, 2024, interest is
monthly basis
Long-term credit loan, principal
repayment at maturity,
from April 15, 2020 to April 15,
2023, interest is monthly basis


(
$ 48,352

31,111

79,463

25,160)

$ 54,303


(
$ 60,000
-
60,000

11,619)
$ 48,381

Land and buildings as collateral provided for funds borrowed from banks.

16. NOTES AND ACCOUNTS PAYABLES

December 31, 2020 December 31, 2019 Account payables Account payables - caused by $ 1,263 $ 1,071

108

operation

The repayment period of accounts receivables is 30-90 days and interest free. Financial risk management policy to ensure all the repayment with in the credit period.

17.OTHER LIABILITIES

ER LIABILITIES
Current
OTHER ACCOUNT PAYABLES
Salary Payables
NHI and labour insurance
payables
Pension Payables
Bonus Payables
Interest Payables
Others
Non-current
Guarantee Deposit
December 31,2020
$ 6,410
951
1,101
5,063
47

2,429
$ 16,001
$ 2,458
December 31,2019






$ 8,244
1,330
888
4,401
33
2,271
$ 17,167
$ 1,454

109

18. RETIREMENT BENEFIT PLANS

  • a. Defined contribution plans

  • The Company adopted a pension planunder the Labor Pension Act ( LPA), which is a state managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’individual pension accounts at 6% of monthly salaries and wages.

  • b. Defined benefit plans

  • The defined benefit plan adopted by the Company in accordance with the Labor Standards Law is operated by the government of the ROC. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Company contributes amounts equal to 6.45% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Company assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Company is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Company has no right to influence the investment policy and strategy.

The company has cancelled the old pension account by Labor Affairs Department, New Taipei City Government on November 3, 2020 and received back $12,667,000 dollars which listed under other income.

The amounts included in the individual balance sheets in respect of the Company ’s defined benefit plans were as follows:

December 31, 2020 December 31, 2019 Net defined benefit assets $ - $ 2,000

110

Movements in net defined benefit liabilities (assets) were as follows:

Balance at January 1, 2019

Service cost
Current service cost
Netinterest expense (income)

Net interest expense (income)

Remeasurement
Return on plan assets (excluding
amounts included in net
interest)
Actuarial loss
changes in
demographic assumptions
changes in financial
assumptions
experience
adjustments
Recognized in other comprehensive
income
Balance at December 31, 20
19
Present Value
of the Defined
Benefit
Obligation
$ 29,312

160

258


418

-

22
366

78


466

$ 30,196
Fair Value of
the Plan
Assets
$ 30,797)

-
272)

272)


1,127 )
-
-
-
1,127)

$ 32,196 )
Net Defined
Benefit
Liabilities
(Assets)





(
(
(
(

(
(
(
(

(

(
(
$ 1,485)
160

14)
146

1,127 )
22
366
78

661)
$ 2,000)

An analysis by function of the amounts recognized in profit or loss in respect of the defined benefit plans in accordance with the pension cost rate for the years ended December 31, 2020 and 2019 is as follows:

MARKETING COST YEAR 2020
$ 37
YEAR 2019 YEAR 2019
$ 146

Through the defined benefit plans under the Labor Standards Law, the Company is exposed to the following risks:

  • a)Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.

  • b) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.

  • c)Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

The actuarial valuations of the present value of the defined benefit obligation were

111

carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

of the actuarial valuations were as follows:
Discount rate(s)
Expected rate(s) of salary
increase
Resign rate(s)
December 31,2019
0.63%
1.00%
0.20%~5.00%

If possible reasonable change in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:

benefit obligation would increase (decrease) as follows:
Discount rate
0.5% increase
0.5% decrease
Expected rate(s) of salary increase
0.5% increase
December31,2019
($ 718)
$ 1,238
$ 1,224
($ 719)
$ 718)
$ 1,238
$ 1,224
$ 719)

The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

assumptions may be correlated.
Expected contributions to the
plan for the next year
Average duration of the defined
benefit obligation
December31,2019
$ -
6 years
  1. EQUITY a. Share capital
Y
e capital
Ordinary shares
Number of shares authorized
(in thousands)
Shares authorized
Number of shares issued and
fully paid (in thousands)
Shares issued
December 31,
2020

380,000
$ 3,800,000

214,021
$ 2,140,216
December 31,
2019






380,000
$ 3,800,000
214,021
$ 2,140,216

Ordinary shares issued have a par value of $10, carry one vote per share and carry the right to receive dividends.

112

b. Capital surplus

ital surplus
May be used to offset a deficit,
distributed
as
cash
dividends, ortransferred to
share capital*
Conversion of bonds
Gain on disposal of assets
May be used to offset a deficit
only
Share of change in capital
surplus of associates or joint
ventures
December 31,
2020
$ 219,420
424
234,986
$ 454,830
December 31,
2019




$ 219,420
424
165,822
$ 385,666
  • Such capital surplus may be used to offset a deficit; in addition, when the Bank has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and to once a year).

c. Retained earnings and dividend policy

Under the Company’s dividend policy as set forth in the Articles, where the Company made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as a legal reserve of 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Company’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders. For the policies on the distribution of employees’ compensation and remuneration of directors, refer to employees’ compensation and remuneration of directors in Note 21(6).

The appropriation of earnings mentioned above shall be retained by the board of directors in accordance with the changing operating environment, operation and investment needs. When dividends are declared, cash dividends must be at least 20% of total dividends declared.

An appropriation of earnings to a legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. The legal reserve may be used to offset deficits. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.

According to Order No. 1010012865 issued by the FSC, Order No. 1010047490 issued by the FSC, Order No. 1030006415 issued by the FSC and International Financial Reporting Standards and “Q&A on the application of the reference to the special reserve following adoption of IFRSs”, retained earnings should be appropriated to or reversed from a special reserve by the Company.

113

The loss off-setting for 2019 and 2018 had been approved in the shareholders’ meetings of the Company on June 16, 2020 and June 20, 2019, respectively.

The loss off-setting for 2020 are subject to the resolution of the shareholders’ meeting to be on June 22, 2021.

d. Other equity items

  • 1) Exchange differences on translation of the financial statements of foreign
d. Other equity items
1) Exchange differences on translation of the financial statements of foreign
nts of foreign nts of foreign
December 31,
2020
December 31,
2019
Balance at January 1
( $ 40,372 )
( $ 27,564 )
Exchange
differences
arising on translation of
foreign operations
(
8,602)
(12,808)
Balance at December 31
($ 48,974)
($ 40,372)
2) Unrealized valuation gain (loss) on financial assets at FVOCI
December 31,
2020
December 31,
2019
Balance at January 1
( $ 31,570 )
( $ 36,524 )
Recognized for the period
Unrealized gain and
loss
Equity instruments
6,325
1,237
Share from associates
accounted for using
the equity method
6,396
11,529
Cumulative unrealized gain
of equity
instruments
transferred
to
retained earnings

-
(
7,812)
Balance at December 31
($ 18,849)
($ 31,570)
REVENUE
December 31,2020
December 31,2019
Revenue from contracts with
customers
Sales revenue
$ 120,961
$ 153,585
Other operating revenue

3,898

9,057
$ 124,859
$ 162,642
December 31,2020
December 31,2019
Notes Receivables and Accounts
Receivables (note 9 & 26)
$ 22,539
$ 33,340
Contract liabilities -current
Sales of goods
$ 6,235
$ 4,983
December 31,
2019
( $ 36,524 )
1,237
11,529
(
7,812)
($ 31,570)
December 31,2019
$ 153,585

9,057
$ 162,642
December 31,2019

$ 33,340
$ 4,983

20. REVENUE

For the contract is non-cancellable, there is no limitation of the Company to list the contract fee as account receivables and contract liabilities, or list to contract liabilities

114

when received the fee.

21. Net Profit (Loss) for the Year

This year's net profit (loss) includes the following items

(1) Interest Income
2020 2019
Bank Savings $ 907 $ 1,372
Others 1,232 1,587
$ 2,139 $ 2,959
(2) Other Income
2020 2019
Dividend Income $
21
$
20
Rental Income 6,665 6,717
Others 15,940 1,921
$ 22,626 $ 8,658
(3) Other Profits and Losses
2020 2019
Disposal of Losses of Fixed
Assets $
-
( $
83 )
Disposal of Investment
Interests 112,876 44,227
Disposal of Losses of
Intangible Assets ( 423 ) ( 120 )
Mandatory Profit (Loss) of
Financial Assets Measured at
Fair Value Through Profit and
Loss 130,083 ( 18,165 )
Net Foreign Currency
Exchange Losses ( 9,183 ) ( 1,540 )
Depreciation of Investment
Property ( 5,144 ) ( 5,144 )
Others 1,101 ( 4,462)
$ 229,310 $ 14,713
(4) Financial Costs
2020 2019
Interest on Bank Loans ( $ 1,361) ( $
424)

115

  • (5) Depreciation and Amortization
(5)
Depreciation and Amortization
Fixed Assets
Investment Property
Other Intangible Assets
Total
Depreciation Expenses
Summarized by Function
Operating Costs
Operating Expenses
Other Profits & Losses
Total
Amortization Expenses
Summarized by Function
Operating Expenses
(6)
Expenses of Employee’s Benefits
Post-retirement Benefits
Confirmed Distribution
Plan
Confirmed Welfare Plan
(Note 18)
Other Employee’s Benefits
Total Expenses of Employee’s
Benefits
Summary by Function
Operating Costs
Operating Expenses
Total
2020
$ 5,845
5,144
1,191
$ 12,180
$ -
5,845
5,144
$ 10,989
$ 1,191
2020
$ 3,102
37
3,139
66,979
$ 70,118
$ 5,254
64,864
$ 70,118
2019












$ 8,366
5,144
1,373
$ 14,883
$ 605
7,761
5,144
$ 13,510
$ 1,373
2019












$ 3,357
146
3,503
72,300
$ 75,803
$ 4,364
71,439
$ 75,803

The Company respectively uses 3.75% to 12% and no more than 3% of the benefits before tax of the current year before deducting the distribution of employees and directors and supervisors to provide employees’ remuneration and directors and supervisors' remuneration.

If there are any amount changes after the date of publication of the annual individual financial statements, it will be treated as the changes in accounting estimates and adjusted to account in the next year.

EVERSPRING INDUSTRY CO., LTD. is accumulated losses in 2020 and 2019, the remuneration of employees and the remuneration of directors and supervisors are not estimated.

The relevant information regarding the employees and directors’ remuneration resolved by the Company’s board of directors, please go to the “Market Observation Post System” of Taiwan Stock Exchange for inquiries.

  1. Income Taxes

116

(1) Income Tax Recognized in Profit or Loss

The main components of income tax expenses are as follows

(1)
Income Tax Recognized in Profit or Loss
The main components of income tax expenses are as follows
s
2020
2019
Current Tax
Generated This Year
$ 6,267
$ 2,411
Deferred Tax
Generated This Year
(
1,816)
(
995)
Income Tax Recognized in
Profit or Loss
$ 4,451
$ 1,416
The adjustments of accounting income and current income tax expenses are as
follows
2020
2019
Net Profit (Loss) before Tax
$ 199,719
($ 179,250)
The Income Tax Expenses of
Net Profit (loss) before Tax
Calculated at the Statutory Tax
Rate
$ 39,944
$ -
Income not Recognized in Tax
( 39,944 )
-
Basic Income Tax
6,267
2,411
Unrecognized Deductible
Temporary Differences
(
1,816)
(
995)
Income Tax Interest
Recognized in Profit and Loss
$ 4,451
$ 1,416
(2)
Assets of Current Tax
December31,2020
December31,2019
Assets of Current Tax
Tax Refund Receivable
$ -
$ 254
Liabilities of Current Tax
Income Tax Payable
$ 6,153
$ 2,406
2019
$ 2,411
995)
$ 1,416
expenses are as
2019
($ 179,250)
$ -
-
2,411
(
995)
$ 1,416
December31,2019

$ 254
$ 2,406

The adjustments of accounting income and current income tax expenses are as follows

117

(3) Assets and Liabilities of Deferred Tax The adjustments of the assets and liabilities of deferred tax are as follows 2020

2020
Assets of Deferred Tax
Temporary Differences
Allowance for Bad Debts
Unrealized Exchange Profits
and Losses
Unrealized Gross Profit
Investment Profits and
Losses Recognized by the
Equity Method
Unrealized Compensation
for Losses
Liabilities of Deferred Tax
Temporary Differences
Unrealized Gross Profit
Accrued Pension Liabilities
2019
Assets of Deferred Tax
Temporary Differences
Allowance for Bad Debts
Unrealized Exchange Profits
and Losses
Unrealized Gross Profit
Investment Profits and
Losses Recognized by the
Equity Method
Unrealized Compensation
for Losses
Liabilities of Deferred Tax
Temporary Differences
Unrealized Exchange Profits
and Losses
Unrealized Gross Profit
Accrued Pension Liabilities
OpeningBalance
$ 5,756
570
-
74,174

714
$ 81,214
$ 8


519
$ 527
OpeningBalance
$ 5,786
-
104
74,174

714
$ 80,778
$ 537
-


549
$ 1,086
Recognized in
Profit and Loss
( $ 116 )
(
118 )
1,523
-

-
$ 1,289
( $ 8 )
(
519)
($ 527)
Recognized in
Profit and Loss
( $ 30 )
570
(
104 )
-

-
$ 436
( $ 537 )
8
(
30)
($ 559)
ClosingBalance
$ 5,640
452
1,523
74,174

714
$ 82,503
$ -

-
$ -
ClosingBalance






(
(


(
(
(





$ 5,756
570
-
74,174
714
$ 81,214
$ -
8
519
$ 527

118

  • (4) Information about Unused Investment Deductions, Loss Deductions and Tax Exemptions

  • As of December 31, 2020, the relevant information about loss deduction is as

  • follows

Un-deducted
Balance
$ 8,527
24,650
98,759
112,079
74,186
60,824
$ 379,025
Last Year of
Deduction






2025
2026
2027
2028
2029
2030
  • (5) Income Tax Verification Status

The Company's settlement and declaration of the profit-seeking enterprise income tax in 2018 and previous years has been verified by the tax collection agency. 23. Earnings Per Share Losses

Used to calculate the earnings (loss) per share and the weighted average number of ordinary shares are as follows

Current Net Profit (Loss)

ordinary shares are as follows
Current Net Profit (Loss)
Net Profit (Loss) for the Year
The Impact of Diluting Potential
Ordinary Shares:
Employees’ Remuneration
Used to Calculate the Profits
(Losses)
of
Diluted
Earnings
(Losses) per Share
Number of Shares
The Weighted Average Number of
Ordinary Shares Used to Calculate
the Basic Earnings (Losses) per
Share
The Impact of Diluting Potential
Ordinary Shares:
Employees’ Remuneration
The Weighted Average Number of
Ordinary Shares Used to Calculate
the Diluted Earnings (Losses) per
Share
2020
$ 195,268

-
$ 195,268
UnitIn
2020
214,021
-
214,021
2019
( $ 180,666 )

-
($ 180,666)
Thousands of Shares
2019
214,021

-
214,021






If the Company chooses to distribute employees’ remuneration in stocks or cash, when calculating the diluted earnings per share, it is assumed that employees’ remuneration will be distributed in stocks, and when the potential ordinary stock has a diluting effect, it is included in the weighted average number of outstanding shares to calculate diluted earnings per share. When calculating the diluted earnings per share before the shareholders' meeting in the following year decides on the number of shares

119

to be distributed for employees’ remuneration, the dilution effect of these potential ordinary shares will also be considered.

  1. Capital Risk Management

The Company conducts capital management to ensure that the companies in the group can be under the premise of continuous operation and maximize shareholder compensation by optimizing the balance of debt and equity.

The capital structure of the Company is composed of the net debts (i.e. borrowings minus cash and cash equivalents) and the equity (i.e. capital stock, capital reserves, retained earnings and other equity items).

The Company does not have to comply with other external capital requirements.

120

25. Financial Instrument

(1) Fair value information – financial instruments not measured at fair value The management of the Company believes that the carrying amount of financial assets and financial liabilities that are not measured by fair value approaches their fair value.

  • (2) Fair value information – financial instruments measured at fair value

  • Fair Value Hierarchy December 31, 2020

Fair Value Hierarchy
December 31, 2020
Financial assets measured
at fair value through profit
and loss
Domestic Listed (OTC)
Stocks

Fund Beneficiary
Certificate

Total

Financial assets measured
at fair value through other
comprehensive income and
losses
Domestic Listed (OTC)
Stocks

Domestic Unlisted
(Un-OTC) Stocks

Total

December 31, 2019
Financial assets measured
at fair value through profit
and loss
Domestic Listed (OTC)
Stocks

Fund Beneficiary
Certificate

Total

Financial assets measured
at fair value through other
comprehensive income and
losses
Domestic Listed (OTC)
Stocks

Domestic Unlisted
(Un-OTC) Stocks

Total
Level 1
$ 225,583

-

$ 225,583

$ 188

-

$ 188

Level 1
$ 61,935

-

$ 61,935

$ 186

-

$ 186
Level 2
$ -

-

$ -

$ -

-

$ -

Level 2
$ -

-

$ -

$ -

-

$ -
Level 3
$ -

991

$ 991

$ -

21,849

$ 21,849

Level 3
$ -

1,632

$ 1,632

$ -

15,526

$ 15,526
Total




















$ 225,583

991
$ 226,574
$ 188

21,849
$ 22,037
Total




















$ 61,935

1,632
$ 63,567
$ 186

15,526
$ 15,712

In 2020 and 2019, there were no transfers of fair value measurement between level 1 and level 2.

121

  1. Reconciliation of Financial Assets Measured by Level 3 Fair Value 2020
2020
Opening Balance
Recognized in Profit and Loss (other
Profits and Losses)
Recognized in Other Comprehensive
Income and Losses (Unrealized
Profits and Losses of Financial Assets
Measured at Fair Value Through
Other Comprehensive Income and
Losses)
Capital Reduction and Refund of
Shares
Closing Balance
Measured at Fair Value
Through Profit and Loss
EquityInstrument
$ 1,632
(
515 )
-
(
126)
$ 991
Financial Assets Measured at
fair Value Through Other
Comprehensive Income and
Losses
EquityInstrument

(
(


$ 15,526
-
6,323
-
$ 21,849

2019

2019
Opening Balance
Recognized in Profit and Loss (other
Profits and Losses)
Recognized in Other Comprehensive
Income and Losses (Unrealized
Profits and Losses of Financial Assets
Measured at Fair Value Through
Other Comprehensive Income and
Losses)
Capital Reduction and Refund of
Shares
Closing Balance
Measured at Fair Value
Through Profit and Loss
EquityInstrument
$ 5,677
(
4,045 )
-

-
$ 1,632
Financial Assets Measured at
fair Value Through Other
Comprehensive Income and
Losses
EquityInstrument

(


(
$ 14,982
-
1,240
696)
$ 15,526
  1. Evaluation Technology and Input Value for Level 3 Fair Value Measurement The fair value estimation of financial assets measured at fair value through other comprehensive income and losses is based on the analysis of the investee’s financial status and operating results, with reference to companies with similar businesses, their stock quotes in active markets, and the value multiplier implied by such prices and related transaction information. Considering the difference between the evaluation target and the comparable target, use an appropriate multiplier to estimate the value of the evaluation target.

122

(3) Categories of Financial Instruments

ategories of Financial Instruments
Financial Assets
Financial Assets Measured at
Fair Value Through Profit and
Loss
Financial Assets Measured at
Fair Value Through Other
Comprehensive Income and
Losses
Investment of Equity
Instrument
Financial Assets Measured at
Amortized Cost (Note 1)
Financial Liabilities
Measured at Amortized Cost
(Note 2)
December31,2020
$ 226,574
22,037
285,018
137,265
December31,2019
$ 63,567
15,712
273,006
90,106
  • Note 1 The balance includes the financial assets measured at amortized cost such as cash and cash equivalents, notes receivable, notes receivable – related parties, accounts receivable, accounts receivable – related parties, other receivables, other receivables – related parties and the time deposits of the original due date over 3 months, etc.

  • Note 2 The balance includes the financial liabilities measured at amortized cost such as short-term loans, notes payable, accounts payable, other payables, other payables – related parties, long-term loans due date within one year and long-term loans, etc.

  • (4) Objectives and Policies of Financial Risk Management

The main financial instruments of the Company include equity investment, note receivable, notes receivable – related parties, accounts receivable, accounts receivable – related parties, other receivables, other receivables – related parties, notes payable, accounts payable, accounts payable – related parties, other payables and loans. The Company's financial management department provides services for various business units, overall plans and coordinates access to operate domestic and international financial market, and supervises and manages financial risks related to the Company's operations by analyzing internal risk reports based on the degree and breadth of risk. These risks include market risks (including exchange rate risk and interest rate risk), credit risk and liquidity risk.

The board of directors is responsible for overseeing risks and implementing the policies to reduce risks.

The financial management department reports quarterly to the board of directors of the Company. The board of directors is an independent organization responsible for monitoring risks and implementing policies to reduce risk

  1. Market Risk

The operating activities of the Company make the Company bear the main financial risks that are the risk of changes in foreign currency exchange rates (see below (1)) and the risk of changes in interest rates (see below (2)).

The Company’s risks related to market risks of financial instruments and their management and measurement methods have not changed.

123

(1) Currency Risk

The Company is engaged in sales and purchase transactions denominated in foreign currencies. As a result, the Company has the risk of exchange rate changes.

The carrying amounts of monetary assets and monetary liabilities of the Company that are not denominated in functional currencies at the balance sheet date are detailed in Note 31.

Sensitivity Analysis

The Company is mainly affected by fluctuations in the exchange rate of the U.S. dollar.

The following table details the sensitivity analysis of the Company when the exchange rate of the New Taiwan Dollar (functional currency) to each relevant foreign currency increases and decreases by 1%. 1% is the sensitivity rate used when reporting exchange rate risks to the key management within the Company, and also represents the management's evaluation of the reasonably possible range of changes in foreign currency exchange rates. The sensitivity analysis only includes monetary items in foreign currencies in circulation and forward foreign exchange contracts designated as cash flow hedging. The positive numbers in the following table indicate the amount of increase in net profit or equity before tax when the New Taiwan Dollar depreciates by 1% relative to each relevant currency; when the New Taiwan Dollar appreciates by 1% relative to each relevant foreign currency, its impact on net profit or equity before tax will be a negative number of the same amount.

Profits and Losses Impact of U.S. Dollars Impact of U.S. Dollars
2020
$ 279 (i)
2019
$ 774 (i)
  • (i) Mainly derived from the USD-denominated monetary items of the Company that are still in circulation on the balance sheet date and have not conducted cash flow hedging.

  • (2) Interest Rate Risk

Due to the entities in the Company borrow funds at fixed and floating interest rates at the same time, interest rate risk is incurred. The Company manages interest rate risk by maintaining an appropriate combination of fixed and floating interest rates.

The carrying amounts of the Company's financial assets and financial liabilities subject to interest rate risk on the balance sheet date are as follows

are as follows

With Fair Value
Interest Rate Risk
Financial Assets
Financial
Liabilities
With Cash Flow
Interest Rate Risk
Financial Assets
December 31,2020
$ 45,082
79,463
145,391
December 31,2019
$ 52,969
60,000
114,457

124

Financial Liabilities 30,000 10,100

Sensitivity Analysis

The sensitivity analysis below is determined based on the interest rate risk of derivative and non-derivative instruments on the balance sheet date. For floating-rate liabilities, the analysis method is based on the assumption that the amount of liabilities outstanding on the balance sheet date is in circulation during the reporting period. The rate of change used when reporting interest rates to the key management within the Company is an increase or decrease of 0.25%, which also represents management's evaluation of the reasonably possible range of changes in interest rates.

If the interest rate increases/decreases by 0.25% and all other variables remain unchanged, the Company's net loss before tax for 2020 and 2019 will increase/ decrease by NT$288 thousand and NT$261 thousand, mainly due to the part of risk of interest rate changes caused by bank deposits and bank borrowings of the Company's floating interest rate calculation.

  • (3) Other Price Risks

The Company incurs the equity price risk due to the listed (OTC) equity securities investment. The equity price risk of the Company is mainly concentrated on the equity instruments of the ROC Stock Exchange. The equity price risk of the Company is still under the control of the management.

Sensitivity Analysis

The sensitivity analysis below is based on the equity price risk on the balance sheet date.

If the equity price increases/decreases by 1%, the 2020 profits (losses) before tax will increase/decrease by NT$2,266 thousand due to the changes in the fair value of financial assets measured at fair value through profit and loss. The 2020 other comprehensive income and losses before tax will increase/decrease by NT$220 thousand due to changes in the fair value of financial assets measured at fair value through other comprehensive income and losses.

If the equity price increases/decreases by 1%, the 2019 profits (losses) before tax will increase/decrease by NT$636 thousand due to the changes in the fair value of financial assets measured at fair value through profit and loss. The 2019 other comprehensive income and losses before tax will increase/decrease by NT$157 thousand due to changes in the fair value of financial assets measured at fair value through other comprehensive income and losses.

  1. Credit Risk

Credit risk refers to the risk that the counterparty of the transaction defaults on contractual obligations and causes financial losses to the Company. As of the balance sheet date, the maximum credit risk of the Company that may cause financial losses due to the counterparty's failure to perform obligations is mainly derived from the carrying amount of financial assets recognized in the consolidated balance sheet.

125

The policy adopted by the Company is to only trade with reputable objects and obtain sufficient guarantees when necessary to reduce the risk of financial losses due to defaults. The Company only deals with the companies whose ratings are equal to or higher than the investment level. Such information is provided by independent rating agencies; if such information is not available, the Company will use other publicly available financial information and mutual transaction records to rate the major customers. The Company continues to monitor the credit risk and the credit rating of the counterparty, spreads the total transaction amounts to the customers with qualified credit ratings, and controls the credit risk through the counterparty credit limit that is reviewed and approved by the board of directors every year.

In order to reduce the credit risk, the management of the Company assigns a dedicated team to be responsible for the determination of credit limits, credit approval and other monitoring procedures to ensure that appropriate actions have been taken in the recovery of overdue receivables. In addition, the Company will review the recoverable amounts of receivables one by one on the balance sheet date to ensure that the appropriate impairment losses have been listed for the unrecoverable receivables. Accordingly, the management of the Company believes that the credit risk of the Company has been significantly reduced.

In addition, since the counterparties of liquidity and derivative financial instruments are banks with high credit ratings given by international credit rating agencies, therefore, the credit risk is limited.

  1. Liquidity Risk

The Company manages and maintains sufficient cash and cash equivalents to support the group's operations and reduce the impact of cash flow fluctuations. The management of the Company supervises the use status of the bank’s financing lines and ensures compliance with the terms of the loan contract.

  • (1) Liquidity and Interest Rate Risk Table of Non-derivative Financial Liabilities

The remaining contract maturity analysis of non-derivative financial liabilities is based on the earliest date that the Company may be required to repay, and is compiled based on the undiscounted cash flows of the financial liabilities (including principal and estimated interest).

Therefore, the bank loans that the Company can be required to repay immediately are within the earliest period in the table below, regardless of the probability of the bank immediately executing the right; the maturity analysis of other non-derivative financial liabilities is compiled in accordance with the agreed repayment date.

For interest cash flows paid at floating interest rates, the undiscounted interest amount is derived from the yield curve on the balance sheet date.

December 31, 2020

Pay on Demand or Less Than 1 3 Months to 1 More Than 5 Month 1 to 3 Months Year 1 to 5 Years Years Non-derivative Financial Liabilities Floating Interest $ - $ 30,030 $ - $ - $ -

126

Rate Instruments
Fixed Interest
Rate Instruments

-

$ -

December 31, 2019
Pay on
Demand or
Less Than 1
Month
Non-derivative
Financial
Liabilities
Floating Interest
Rate Instruments
$ -
Fixed Interest
Rate Instruments

-

$ -
Rate Instruments
Fixed Interest
Rate Instruments

-

$ -

December 31, 2019
Pay on
Demand or
Less Than 1
Month
Non-derivative
Financial
Liabilities
Floating Interest
Rate Instruments
$ -
Fixed Interest
Rate Instruments

-

$ -
Rate Instruments
Fixed Interest
Rate Instruments

-

$ -

December 31, 2019
Pay on
Demand or
Less Than 1
Month
Non-derivative
Financial
Liabilities
Floating Interest
Rate Instruments
$ -
Fixed Interest
Rate Instruments

-

$ -

-

$ 30,030

1 to 3 Months

-

$ 30,030

1 to 3 Months

26,005

$ 26,005


3 Months to 1
Year

26,005

$ 26,005


3 Months to 1
Year

56,083

$ 56,083

1 to 5 Years

-
$ -
More Than 5
Years

-
$ -
More Than 5
Years

Non-derivative
Financial
Liabilities
Floating Interest
Rate Instruments
Fixed Interest
Rate Instruments


$ -
-

$ -


$ 100
-

$ 100


$ 10,040
12,543

$ 22,583


$ -
52,230

$ 52,230


$ -
-
$ -

The amount of floating interest rate instruments for the aforementioned non-derivative financial assets and liabilities will be changed due to the difference between the floating interest rate and the interest rate estimated on the balance sheet date.

127

  • (2) Financing Line
Financing Line

Guaranteed Bank
Overdraft Line
Used Amount
Unused Amount
December31,2020
$ 109,463
204,537
$ 314,000
December31,2019




$ 70,100
306,900
$ 377,000

26. Related Party Transaction

The transactions between the Company and related parties are as follows (1) Name and Relations of Related Parties

Relations with Name of Related Parties the Company Worldtrend Co., Ltd. (Worldtrend) Subsidiary UNIINN Technology Co., Ltd. (Referred to as UNIINN Co.) Subsidiary Tung Sheng Development Corporation (Referred to as Tung Subsidiary Sheng Development) PHASE ELECTRONICS (UK) LTD. (Referred to as PHASE) Subsidiary EVERSPRING TECH USA, INC. (Referred to as US Subsidiary EVERSPRING) EVERSPRING INDUSTRY (S) PTE LTD. (Referred to as Subsidiary Singapore EVERSPRING) Dongguan Li Yuan Electronics Co., Ltd. (Referred to as Subsidiary Dongguan Li Yuan Co.) Dongguan Found Chain IOT Co., Ltd. (Referred to as Dongguan Subsidiary Found Chain Co.) Ningbo Guanglian Electronics Co., Ltd. (Referred to as Ningbo Subsidiary Guanglian) Everspring Lubricant Co., Ltd. (Referred to as Lubricant Co.) Subsidiary Medigen Vaccine Biologics Corporation (Referred to as Other Affiliated Medigen Vaccine) Company Tong Chuang Construction and Development Co., Ltd. Other Affiliated (Referred to as Tong Chuang Co.) Company

(2) Operating Revenues

Account Item
Sales Revenues



Other Operating
Revenues


Category/Name of Related
Parties
Subsidiary
Worldtrend

Others


Subsidiary

Other Affiliated Company
Tong Chuang Co.

2020
$ 18,714

8,846

$ 27,560

$ 867

2,110

$ 2,977
2019











$ -

8,807
$ 8,807
$ 800

2,356
$ 3,156

The sales prices of the Company's products sold to related parties in 2020 and 2019 are calculated based on the Company's product cost plus. The terms of

128

collection are within 60-360 days after the end of the month, which is the same as that of general domestic customers.

There are no major differences between the sales prices and payment transaction conditions from the general manufacturers.

  • (3) Purchase

Category/Name of Related

Purchase
Category/Name of Related
Parties
Subsidiary
Dongguan Found Chain
Co.
Dongguan Li Yuan Co.
Ningbo Guanglian
Others
2020
$ 11,772
73,273
2,911
1,275
$ 89,231
2019







$ 53,803
38,625
23,257
93
$ 115,778

The Company purchases goods from related parties in 2020 and 2019, some payment methods adopt the method of offsetting creditor’s rights and debts, and some are payment within 30 days after the month end.

  • (4) Accounts Receivable from the Related Parties
Account Item
Bill Receivable


Accounts
Receivable








Other
Receivables





Category/Name of Related
Parties
Subsidiary
UNIINN Co.

Subsidiary
Dongguan Found
Chain Co.

UNIINN Co.
US EVERSPRING
PHASE
Others
Other Affiliated Company
Tong Chuang Co.



Subsidiary
Tong Chuang Co.

Singapore
EVERSPRING
PHASE
Others


December 31,
2020
$ -

$ -

-
751
774
353


3,709

$ 5,587

$ 60,000

10,170
907

27

$ 71,104
December 31,
2019
December 31,
2019













$ 5
$ 2,389
2,386
1,707
355
70
3,709
$ 10,616
$ 60,017
10,189
955
275
$ 71,436

No guarantee is received for the outstanding accounts receivable from related parties. No allowance for losses is provided for the accounts receivable from related parties in 2020 and 2019.

129

Other accounts receivable from related parties including loans to related parties is as follows Category of Related Parties December 31, 2020 December 31, 2019 Other Receivables Subsidiary Tung Sheng Development $ 60,000 $ 60,000

(5) Accounts Payable to Related Parties (Not Including Borrowings from Related Parties)

==> picture [453 x 260] intentionally omitted <==

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

Category/Name of Related December 31, December 31,
Account Item Parties 2020 2019
Accounts Subsidiary
Payable
Dongguan Found $ 8,145 $ 1,643
Chain Co.
Ningbo Guanglian Co. 1,466 -
UNIINN 724 -
$ 10,335 $ 1,643
Other Payable Subsidiary
Worldtrend $ 203 $ 125
(6) Pre-payments
Category/Name of Related
Parties December 31, 2020 December 31, 2019
Subsidiary
Ningbo Guanglian $ - $ 1,371
Worldtrend 72 -
$ 72 $ 1,371
----- End of picture text -----

==> picture [453 x 270] intentionally omitted <==

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

(7) Obtain Financial Assets
2020
Related
Parities
Participating Number of
Category of in the Bidding Way of Shares Transaction The Price
Related Parties Auction Account Item Obtaining Traded Subject Obtained
Other Affiliated
Company
Medigen Everspring Financial Assets Cash 658 Stock $ 52,584
Vaccine Measured at Fair Capital
Value Through Increase
Profit and Loss
2019
Related
Parities
Participating Number of
Category of in the Bidding Way of Shares Transaction The Price
Related Parties Auction Account Item Obtaining Traded Subject Obtained
Other Affiliated
Company
Medigen Everspring Prepaid Investment Cash 560 Stock $ 14,555
Vaccine Capital
Increase
----- End of picture text -----

130

(8) Rental Income

Rental Income
Account Item
Rental Income


Category/Name of Related
Parties
Subsidiary
Worldtrend

Others

2020
$ 1,572

545

$ 2,117
2019




$ 1,746

594
$ 2,340

The lease contract between the Company and its subsidiaries is to negotiate the rents with reference to the market conditions, and the rent collection is equivalent to that of non-related parties, and the rent income is calculated on a monthly basis.

(9) Others

Others
Account Item
Interest Income


Category/Name of Related
Parties
Subsidiary
Tung Sheng
Development

Others

2020
$ 1,232

-

$ 1,232
2019




$ 1,387

178
$ 1,565

(10) Reward for Key Management

The total remuneration for directors and other key management in 2020 and 2019 is as follows

2019 is as follows
Short-term Employee Benefits 2020
$ 6,667
2019
$ 5,024

The remuneration of directors and other key management is determined by the remuneration committee in accordance with individual performance and market trends.

27. Pledged Assets

The following assets (accounting for property, plant and equipment, and investment property) have been provided as collateral for bank's borrowings

Land
Building
December31,2020
$ 164,901
129,731
$ 294,632
December31,2019 December31,2019




$ 164,901
135,632
$ 300,533

28. Significant Contingent Liabilities and Unrecognized Commitments

The Company entrusted Pegatron Corporation (referred to as "Pegatron Company") to produce multimedia audio-visual equipment. However, Pegatron Company requested the Company to pay the amount stated on the notice minus the amount of materials sold by Pegatron Company with the "Consignment Production Preparation Material Notice" that was not signed by both parties. As the two parties had disputes over the validity of the dispute preparation material notice, Pegatron Company requested the New Taipei District Court for EVERSPRING INDUSTRY CO., LTDto pay US$164,793.67. This case is currently being heard by the New Taipei District Court in the second instance and has not yet been concluded, so the final possible loss amount is still difficult to estimate.

29. Significant Post-period Items

131

Based on the comprehensive effect of the group operations and the strategic considerations of the operations in China, the board of directors of the Company passed the resolution on December 26, 2018 to sell 100% equity of Dongguan Li Yuan Electronics Co., Ltd. held by Everspring Industry (S) Pte Ltd. to a non-related party, Dongguan Huatang Yue Shan Investment Co., Ltd. and the board of directors of the Company passed the resolution on January 11, 2021 to confirm the transaction amount of RMB 294,000 thousand. The Company has completed the registration of the change of the business license on January 28, 2021, and will collect the price amounts in February 2021, and the two parties have agreed to hand over on February 28, 2021.

30. Other Items

  • (1) The Company evaluated that the global pandemic of COVID-19 did not have a significant impact on the Company's ability to continue operations, asset impairment, and financing risks, etc.

  • (2) On November 11, 2020, the board of directors of EVERSPRING INDUSTRY CO., LTD. passed the resolution to merge AUSPISTEK Corporation to improve the Company’s operating efficiency and the integration of the group’s brand, and in the same resolution of the board of directors that the base date of the merger was December 1, 2020. Due to AUSPISTEK Corporation is a 100%-owned subsidiary of Everspring Company, in accordance with the regulations of the Questions and Answers "Doubts about Handling Business Mergers under Joint Control of IFRS3" issued by the Accounting Research and Development Foundation, since IFRS3 "Business Mergers" does not have express provisions for business mergers under joint control, the relevant interpretation letters issued by our country should still apply.

The essence of Everspring Company’s merging of AUSPISTEK Corporation is the organizational reorganization. According to the relevant interpretation letter issued by the Accounting Research and Development Foundation, when EVERSPRING INDUSTRY CO., LTD. acquired the equity of AUSPISTEK Corporation for merger, it shall account for the book value of all assets and liabilities in AUSPISTEK Corporation and prepare the consolidated balance sheet accordingly. When preparing the comparative financial statements, it should be deemed to have been consolidated from the beginning and re-edited the comparative period financial statements.

The financial performance of AUSPISTEK Corporation from January 1 to December 31, 2019 has been included in the individual comprehensive income statement of EVERSPRING INDUSTRY CO., LTD. from January 1 to December 31, 2019, and it has been retrospectively reorganized into the Everspring Company's individual financial statements from January 1 to December 31, 2019.

132

Previous Impact of Assets, Liabilities and Equity Liabilities and Equity Liabilities and Equity Liabilities and Equity items
Amount Before
Retrospective
Amount After
Restatement Adjustment Restatement
December 31, 2019
Cash and Cash
Equivalents $ 140,050 $
27,831
$ 167,881
Financial Assets
Measured at Fair Value
Through Profit and Loss 27,446 34,489
61,935
Other Receivables 325 24 349
Other Current Assets 10,796 10,794 21,590
Investment Using the
Equity Method 1,366,376 ( 70,712) 1,295,664
Refundable Deposits
76 169
245
Asset Impact
$1,545,069 $
2,595
$1,547,664
Amount Before
Retrospective
Amount After
Restatement Adjustment Restatement
December 31, 2019
Other Payables
$
16,978
$
189
$
17,167
Current Income Tax
Liabilities - 2,406
2,406
Liabilities Impact
$
16,978
$
2,595
$
19,573
Previous Impact of Comprehensive Income and Loss Items
Amount Before
Retrospective
Amount After
Restatement Adjustment Restatement
2019
Operating Revenues
$ 162,642 $ - $ 162,642
Operating Costs
( 127,849 ) - ( 127,849 )
Operating Expenses
( 110,717 ) ( 1,487 ) ( 112,204 )
Non-operating Income
and Expenses ( 105,737 ) 3,898 ( 101,839 )
Income Tax Interest
995 ( 2,411)
( 1,416)
Net Profit for the Year
( $ 180,666) $ -
( $ 180,666)
  1. Information on the Significant Impact of Foreign Currency Assets and Liabilities

The following information is summarized and expressed in foreign currencies other than the Company's functional currencies. The disclosed exchange rates refer to the exchange rates of these foreign currencies into functional currencies. The foreign currency assets and liabilities with significant impact are as follows

December 31, 2020

Foreign Exchange Rate

Carrying

133

Financial Assets
Monetary Items
USD

CNY

SGD

EUR

Non-monetary Items

USD


Financial Liabilities
Monetary items

USD

December 31, 2019
Financial Assets
Monetary Items
USD

CNY

SGD

EUR

Non-monetary Items

USD


Financial Liabilities
Monetary items

USD
Currency
$ 1,021
883
234
65

35



42
Foreign
Currency
$ 2,615
679
224
39

54



33
28.480 (USDTWD)
4.377 (CNYTWD)
21.560 (SGDTWD)
35.020 (EURTWD)
28.480 (USDTWD)
28.480 (USDTWD)
Exchange Rate
29.980 (USDTWD)

4.305 (CNYTWD)

22.280 (SGDTWD)

33.590 (EURTWD)

29.980 (USDTWD)

29.980 (USDTWD)
Amount
$ 29,078

3,865

5,045

2,276

991

1,200
Carrying
Amount
$ 78,398

2,923

4,991

1,310

1,632

989

The net foreign currency exchange profits and (losses) of the Company in 2020 and 2019 were NT$(9,183) thousand and NT$(1,540) thousand respectively. Due to the various types of functional currencies of the Company, therefore, it is impossible to disclose the exchange profits and losses according to the foreign currencies of each significant impact.

32. Supplementary Disclosures

  1. Information on significant transactions, and 2. Information on investees:

  2. A. Lending funds to others: Please refer to table 1.

  3. B. Providing endorsements or guarantees for others: None.

  4. C. Holding of securities at the end of the period (excluding investment in subsidiaries' affiliates): Please refer to table 2.

  5. D. Aggregate purchases or sales of the same securities reaching NT$300 million or 20 percent of paid-in capital or more: None.

  6. E. Acquisition of real estate reaching NT$300 million or 20 percent of paid-in capital or more: None.

  7. F. Disposal of real estate reaching NT$300 million or 20 percent of paid-in capital or more: None.

134

  • G. Purchases or sales of goods from or to related parties reaching NT$100 million or 20 percent of paid-in capital or more: None.

  • H. Accounts receivable from related parties reaching NT$100 million or 20 percent of paid-in capital or more: None.

  • I. Trading in derivative instruments: None.

  • J. Investee information: Please refer to table 3.

  • Information on investments in the Mainland Area:

  • A. If the issuer directly or indirectly exercises significant influence or control over, or has a joint venture interest in, an investee company in the Mainland Area, it shall disclose information on the investee company, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, shareholding ratio, profit or loss for the period and recognized investment gain or loss, carrying amount of the investment at the end of the period, repatriated investment gains, and limit on the amount of investment in the Mainland Area: Please refer to table 4.

  • B. Any of the following significant transactions with investee companies in the Mainland Area, either directly or indirectly through a third area, and their prices, payment terms, and unrealized gains or losses: Please refer to table 5.

    • a. The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.

    • b. The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.

    • c. The amount of property transactions and the amount of the resultant gains or losses.

    • e. The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes.

    • f. The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds.

    • g. Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receiving of services.

  • Information on major shareholders: the names, numbers of shares held, and shareholding percentages of shareholders who hold 5% or more of the insurance enterprise's equity: Please refer to table 6.

135

Eve rs p ri n g I nd u st ry Co ., Lt d. and S u bsi di aries Lo ans t o Othe rs

Ye ar e nd ed De ce m be r 3 1, 20 2 0

Tab l e 1

Uni t: NT $ t ho u s and

No.
(Note 1)
Creditor Borrower General Ledger
Account
(Note 2)
Maximum
outstanding
balance during
the year ended
December 31,
2020
Balance at
December 31,
2020
(Note 8)
Actual
Amount
Drawn Down
Interest Rate Nature of
Loan
(Note 3)
Amount of
Transactions
with the
Borrower
(Note 8)
Reason for
Short-erm
Financing
(Note 5)
Loss
Allowance
Col lateral Limit on
Loans Granted
to a Single
Party
(Note 6)
Ceiling on
Total Loans
Granted
(Note 6)
I
t
e
m
V
a
l
u
e
0
1
2
Everspring
Industry Co., Ltd.
Uniinn
Technology Co.,
Ltd..
Everspring
Lubricant Co.,Ltd.
Tung Sheng
Development
Corporation
Tung Sheng
Development
Corporation
Ningbo
Guanglian
Electronics
Co.,Ltd.
Other
receivables-rela
ted parties
Other receivables
Other receivables
90,000

8,000

438
90,000
8,000
438
60,000
8,000
438
2.10
1.75%
-%
2
2
2
-
-
-
Operating
needs
Operating
need
Operating
need
-
-
-
Guarantee
note
Guarantee
note
60,000
8,000
470,205
70,966
1,720
940,410
141,932
3,441
  • Note 1: Th e n um be rs fi lle d i n fo r t he l o ans p ro vi de d b y the Co m p an y or s u bs id i arie s are as fo ll o ws :

  • (1) T he C o m p an y i s ‘0’

  • (2) T he s u bs id i aries are n u m bered i n o rde r st arti n g fro m ‘1 ’.

  • Note 2: I n case o f fu n d lo an an d n atu re , accou nt s re cei v able fro m rel ated e nte rp ri ses , accou nt s re cei v able from rel ate d p art ie s , s h areh ol de r t ran s act io n s, p rep aym e nt s, i nte ri m p aym en ts , et c. , s h al l be fi lle d in t he t ab le.

Note 3: Th e co mp an ies wit h n u m be r ‘1 ’ are rel ate d t o bu si ne ss t rans acti o n; an d th e co mp an ies wit h n u m be r ‘2’ are re l ate d to s h o rt -t erm fi n an ci n g.

Note 4: I f t he l o an an d n atu re of fu n ds i s "1 ", t he amo u nt o f b u s ine ss t rans acti on s h al l be fille d i n.

Note 5: I f the l o an and n at u re o f t he fu n ds i s 2 , t he re as on s fo r t he ne ces s ary fun d s an d t he u se o f t he fun d s t o be le nt s h al l be s pe ci fied , s u ch as re p ayme nt o f lo a n s, pu rch ase o f e q ui pm en t, bu si ne ss t u rn o ve r, et c.

Note 6:

(1) T he t ot al l o ans t o ot he rs o f t he C o mp an y s h all no t e x cee d t went y pe r ce nt of t he ne t v al ue, and t he t ot al amo u nt s h all no t e x ceed fo rt y pe rce nt of t he C o mp an y's ne t v al ue.

(2) Th e C o m p an y's b us in es s and i nd iv id u al l o ans s h all n ot e x ce e d t he to t al b usi ne ss t ran s act io n s bet we en th e t wo p arti es in t he previ o us t wo ye ars . B u si n es s t ran s acti o n am ou nt m e an s t he am ou nt o f pu rch ase o r s al es be t wee n b ot h p arti es , whi che ve r is hi gh e r. In add iti o n, t he am o un t o f go o d s s ol d i n cl u des t he p ar t o f go o d s p u rch ase d o n be h al f o f ot he rs . Note 7: T he co m p an y, di re ct l y an d in di re ctl y, h ol ds o ne h u nd re d pe rce nt o f t he v oti n g s h are s o f fo rei gn co mp an ies , d ue to t he nee d fo r s ho rt -te rm fi n an ci n g fu n ds t o e n ga ge i n capi t al l o an s, t he am ou nt o f whi ch is no t su bje ct to t he "l o an and fo rt y p ercen t o f net co rp o rate v al ue " l i mit , an d i ts fin an cin g pe rio d d oe s n ot ap p l y to on e ye ar o r o ne b us in es s cycle .

Note 8: P u bli c Co m p anie s fol lo w ite m 1 Arti cle 14 o f “Re gu l ati o ns Go ve rn in g Lo an i n g o f Fu n ds an d M ak in g o f E n d orse me nt s/ Gu ara ntee s b y P u bli c Co m p anie s”. E ach fi n an ci n g p ro vi de d n eed t o be app ro ve d b y b o ard o f di re ct ors and an n ou n ce the am o u nt, ri s k e ve n t he Fi n an ci n g C o mp an y d o es n ’t b o rro w m o ne y t o th e co u nt er p art y. It nee ds t o an no u n ce t he am o un t afte r rep ay. I t nee ds t o an n ou n ce t he hi gh es t le n di n g l i mit fo r an n o un cem en t ap pli cati o n am ou nt e ve n t he b o ard o f di re ct ors ap p rove d t he lo an can b o rro w seve ral t i mes d u ri n g o ne ye ar o r ro ll o ve r.

136

Everspring Industry Co., Ltd. and Subsidiaries Holding of Securities at the End of the Period Year ended December 31, 2020

Table 1

Unit: NT$ thousand

Securities held by Marketable securities Relationship with
the securities issuer

General ledger account
As of December 31,2019 As of December 31,2019 As of December 31,2019 Footnote
Number of shares
(in thousands)
Book Value Ownership (%)
Fair Value
Everspring Industry Co., Ltd. Stock
Medigen Vaccine Biologics
Stock
Fubon Financial
Bonds
Lanka Graphite Limited
Fund
ARCH VENTURE FUND
Stock
Phase Electronics (Note 2)
Stock
Top Taiwan Ii Venture Capital Co., Ltd.
Eleceram Technology Co., Ltd.
UWIN Technologies Co., Ltd.








Current financial assets at fair value through profit or loss
Current financial assets at fair value through profit or loss
Amortized cost financial assets. AC financial assets
Non-Current financial assets at fair value through profit or
loss

Non-Current financial assets at fair value through profit or
loss

2,190
4
-

-
102







$ 225,583
$ 188
$ -
1.04
-
-
-
-
3.48
13.77
5.44
$ 225,583
188
-
991
-
@103
@46.75
-
Note
$ 991
-

278
1,652
700


$

$
$
991
373
21,476
-
$ 373
21,476
-
21,849

Note 1: It is the net amount of NT$13,507 thousand net of accumulated impairment of NT$13,507 thousand (financial assets measured at amortized cost – current). Note 2: The shares are special shares in nature.

Note 3: The company has disclosed the relevant information of the reinvestment business in the consolidated financial statements. Please refer to the consolidated financial report of 2020 issued by the company for details.

137

Everspring Industry Co., Ltd. and Subsidiaries

In fo rm at io n o n i nve stee s

Ye ar e nd ed De ce m be r 3 1, 20 2 0

Table 3

Uni t: NT$ / F orei gn cu rren cy i n t h o us an ds

Table 3 Uni t: NT$ / F o rei gn cu rren cy i n t h o us an ds
I
n
v
e
s t
o
r
I
n
v e s
t e e
L
o
c
a
t
i
o
n

Main business activities
Initial invest ment amount Shares held as at December 31,2020 Net profit (loss)
of the investee
for the year
ended at
December 31,
2020
Investment
income (loss)
recognized
by the Company
for the year
ended December
31,2020
F o o t n o t e
Balance as at
December 31,
2020
Balance as at
December 31,
2019
Number of
shares
(in thousands)
O wn e rs h i p
(
%
)

Book value
Everspring Industry
Co., Ltd.
EVERSPRING
INDUSTRY (S)
PTE LTD.
EVERSPRING
TECH USA, INC.
WorldTrend Co., Ltd.
UNIINN
TECHNOLOGY
CO., LTD..
Tung Sheng
Development
Corporation
Medigen
Biotechnology
Corporation
PHASE
ELECTRONICS
10 Anson Road #13-12 International
Plaza Singapore 0207
850 S. Rancho Drive #2321 Las Vegas,
Nevada 89016, U.S.A.
2F., No. 50, Sec. 1, Zhonghua Rd.,
Tucheng Dist., New Taipei City,
Taiwan (R.O.C.)
13F., No. 198, Sec. 3, Civic Blvd.,
Da’an Dist., Taipei City, Taiwan
(R.O.C.)
10F., No. 198, Sec. 3, Civic Blvd.,
Da’an Dist., Taipei City, Taiwan
(R.O.C.)
14F., F building, No. 3, Park St.,
Nangang Dist., Taipei City, Taiwan
(R.O.C.)
Willow Drive Sherwood Park
Industrial Estate Annesley
Nottingham NG15 0DP United
Kingdom
Investment holding
Trading of various types of
burglar alarm, light
controller and burglar
proof accessories etc.
Trading of preservation
equipment and design of
preservation system
Investment in various
production enterprises,
securities investment
companies, bank and
insurance companies, etc.
Housing and buildings,
industrial plants,
particular professional
areas, new towns, new
community development,
leasing, real estate
development leasing, etc.
Wholesale and retail of
medical equipment of
Chinese and Western
medicine in
biopharmaceutical
research and development
business
Trading of various types of
burglar alarm, light
controller and
burglar-proof accessories,
etc.
$ 632,541
129,225
266,415
488,851
88,000
588,611
127,323
$ 549,499
129,225
266,415
488,851
88,000
615,477
127,323
31,462
260
20,275
44,847
8,800
14,093
2,396
100.00
94.55
95.36
100.00
27.88
10.14
100.00
$ 319,660
4,545
304,309
353,009
73,362
414,728
-
$ 1,469,613
( $ 33,972 )
Note 2
1,014
46,857
56,692
776
(
337,923 )
(
1,974 )

( $ 33,972 )

959

44,683

56,692

216
(
34,806 )
(
1,974 )
$ 31,798

Subsidiaries




Investee
company
evaluated by
the equity
method
Subsidiaries
(Note 3)

Note 1: The Company has disclosed the relevant information of the reinvestment business in the consolidated financial statements. Please refer to the consolidated financial report of 2020 issued by the Company for details.

Note 2: The Company merged Zi-Xiang Co., Ltd. on 1 December 2020.

Note 3: The net equity value of part of the long-term investment evaluated by the equity method as of 31 December 2019 was NT$728 thousand. Thus the book value was written down to zero, and the negative part of the net equity value was transferred to other liabilities.

138

Eve rs p ri n g I nd u st ry Co ., Lt d. and S u bsi di aries In fo rm at io n o n i nve st me nt s i n M ai nl an d C hi n a gai ns o r l o sse s Ye ar e nd ed De ce m be r 3 1, 20 2 0

Table 4

Uni t: NT$ / F orei gn cu rren cy i n t h o us an ds

Investee in
Mainland China
Main business
activities
Paid-in capital I n v e s t m e n t
m
e t
h
o
d

Accum
amo
remittan
Taiw
Mainlan
as of Dec
20
ulated
unt of
ce from
an to
d China
ember 31,
20
Amount remitted fro
China/ Amount remitt
theyear ended D
m Taiwan to Mainland
ed back to Taiwan for
ecember 31,2020
Accumulated
amount
of remittance
from Taiwan to
Mainland China
as of December 31,
2020
Net income (loss) of
investee as of
December 31, 2020
Net income (loss) of
investee as of
December 31, 2020
Ownership held
by the Company
(direct or indirect)

Investment income
(loss) recognized by
the Company for the
year ended December
31, 2020
(Note 2)
Book value of
investments in
Mainland China
as of December
31, 2020
Accumulated amount
of investment
income remitted back
to
Taiwan as of
December 31, 2020
Remitted to Mainland
China
Remitted back to
Taiwan
DONGGUAN LI
YUAN
ELECTRONIC
S CO., LTD.
NINGBO
GUANGLIAN
ELECTRONIC
S CO., LTD.
EVERSPRING
LUBRICANT
CO.,LTD
Dongguan Found
Chain IOT CO.,
LTD

Manufacture,
processing,
and
trading of various
types
of
burglar
alarm
Manufacture,
processing,
and
trading of various
types
of
burglar
alarm
Import and export
business of sales of
lubricating oil,
self-operation and
agency of various
commodities and
technologies
Research and
development,
production and
sales of intelligent
security monitoring
equipment



RMB
123,922



RMB
3,022
RMB
3,000
RMB
15,788
Note 1 (2)
Note 1 (2)
Note 1 (5)
Note 1 (6)
USD
( NT$ USD
( NT$
16,184
515,438 )
400
12,720 )
-
-
$ -
-
-
USD
2,129
( NT$ 60,647 )
$ -
-
-
-
USD
16,184
( NT$ 515,438 )
USD
400
( NT$ 12,720 )
-
USD
2,129
( NT$ 60,647 )
( RMB$ 5,0
( NT$ 21,4
( RMB$ 2,6
( NT$ 11,3
( RMB$ 8
( NT$ 4,0
( RMB$ 1,2
( NT$ 5,4
01 )
19 )
12 )
72 )
06 )
75 )
47 )
29 )
100
100
100
100
( RMB$ 5,001 )
( NT$ 21,419 )
( RMB$ 2,612 )
( NT$ 11,372 )
( RMB$ 806 )
( NT$ 4,075 )
( RMB$ 1,247 )
( NT$ 5,429 )
RMB$ 71,279
NT$ 311,995
RMB$ -
NT$ -
RMB$ 2,065
NT$ 9,039
RMB$ 13,250
NT$ 53,900
$ -
-
-
-
Accumu
remittan
to Mainland China
lated amount of
ce from Taiwan
as of December 31,2020
Investment amount approved by the I
of the Ministry of Economic
nvestment Commiss
Affairs (MOEA)
ion Ceiling o
In
n investments in Ma
vestment Commissio
inland China imposed by the
n of MOEA (Note 3)
USD
(NT$
18,713
588,805)
USD
18,713
(NT$ 588,805)
NT$ 1,410,616

Note 1: Investment methods are classified into the following three categories:

  • (1) Invest in mainland companies through third-area remittance.

  • (2) Reinvest in mainland companies through third region investment to establish companies.

  • (3) Through investing in an existing company in the third area, which then invested in the investee in Mainland China. (4) Others.

  • (5) It is the 100% equity interest of NINGBO GUANGLIAN ELECTRONICS CO., LTD. held by Dongguan Found Chain IOT CO., LTD on 30 December 2020. Dongguan Found Chain IOT CO., LTD has the 100% equity interest of EVERSPRING LUBRICANT CO., LTD on 100%, which is the internal organization adjustment of the group.

  • (6) It is the 100% equity interest of NINGBO GUANGLIAN ELECTRONICS CO., LTD. held by EVERSPRING INDUSTRY (S) PTE LTD. on 26 August 2020. Dongguan Found Chain IOT CO., LTD has the 100% equity interest of NINGBO GUANGLIAN ELECTRONICS CO., LTD. on 100%, which is the internal organization adjustment of the group.

  • Note 2: In the column of investment profit and loss recognized in the current period:

  • (1) If there is no investment profit or loss in preparation, it shall be stated.

  • (2) The recognition basis of investment profit and loss is divided into the following three types, which shall be noted:

    • A. Financial statements audited and certified by an international accounting firm in partnership with the ROC accounting firm

    • B. Financial statements audited and certified by the Taiwan parent company licensed public accountant C. Others.

Note 3: Sixty percent of net worth or consolidated net worth, whichever is higher.

139

Table 5

Everspring Industry Co., Ltd. and Subsidiaries

Any of the following significant transactions with investee companies in the Mainland Area, either directly or indirectly through a third area, and their prices, payment terms, and unrealized gains or losses Year ended December 31, 2020

Expressed in thousands of NTD (Except as otherwise indicated)

  1. Any of the following significant transactions with investee companies in the Mainland Area, either directly or indirectly through a third area, and their prices, payment terms, and unrealized gains or losses.
Company Investee in Mainland China Transaction
type
Import and sale ofgoods Import and sale ofgoods Unit price Terms of transaction Terms of transaction Notes and accounts receivable (payable) Unrealized gains
and losses
Footnotes
Amount % Payment terms Comparison with general
transactions
Amount %
Everspring Industry Co., Ltd.
Everspring Industry Co., Ltd.
Everspring Industry Co., Ltd.
Dongguan Found Chain IOT CO., LTD
DONGGUAN LI YUAN ELECTRONICS CO.,
LTD.
NINGBO GUANGLIAN ELECTRONICS CO.,
LTD..
Purchases

Purchases
Purchases
$ 11,772

73,273

2,911

10

65

3
Measured at the cost of
related parties



Credit and debt offsetting
method: if the
company has material
preparation funds, it
needs to receive them
in advance.

Credit and debt offsetting
method

Accounts payable $ 8,145
-
1,466

36
-
7

$ -

-

-


  1. The amount of property transactions and the amount of the resultant gains or losses: None.

  2. The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes: None.

  3. The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds: None.

  4. Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receiving of services: None.

140

Everspring Industry Co., Ltd. and Subsidiaries Major shareholders information Year ended December 31, 2020

Table 6

Name of major shareholders S
h
a
r
e
s
Name of shares held Ownership (%)
Chang Tse Ling
Huang Tzu Liang
Kao Yun Hwa
32,450,492
16,464,637
13,442,914
15.16
7.69
6.28
  • Note 1: The major shareholders information was derived from the data that the Company issued common shares (including treasury shares) and preference shares in dematerialized form which were registered and held by the shareholders above 5% on the last operating date of each quarter and was calculated by Taiwan Depository & Clearing Corporation. The share capital which was recorded in the financial statements may differ from the actual number of shares issued in dematerialized form because of a different calculation basis.

  • Note 2: If the aforementioned data contains shares which were held in trust by the shareholders, the data disclosed is the settlor’s separate account for the fund set by the trustee. As for the shareholder who reports share equity as an insider whose shareholding ratio is greater than 10% in accordance with Securities and Exchange Act, the shares include the self-owned shares and shares held in trust, and at the same time, the shareholder has the power to decide how to allocate the trust assets. The information on the reported share equity of insider is provided in the “Market Observation Post System”.

141

Everspring Industry Co., Ltd. and Subsidiaries The Contents of Statements of Major Accounting Items

Statements
Item Index
Major Accounting Items in Assets, Liabilities and Equity
Statement of cash and cash equivalents Statement 1
Statement of accounts receivable Statement 2
Statement of inventories Statement 3
Statement of changes in investments accounted for using equity method Statement 4
Statement of changes in property, plant and equipment Note 13
Major Accounting Items in Profit or Loss
Statement of operating costs Statement 5
Statement of production overheads Statement 6
Statement of operating expenses Statement 7
Statement of labor, depreciation and amortization by function Statement 8

142

Everspring Industry Co., Ltd. and Subsidiaries Statement of cash and cash equivalents December 31, 2020

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

Statement 1

Item
Petty cash and cash on hand
Checking deposits
Demand deposits
NTD
USD
HKD
GBP
EUR
CNY
AUD
Repurchase bond
Description
(USD 284 thousand, @28.480)
(HKD 596, @3.673)
(GBP 502, @38.90)
(EUR 63 thousand, @35.02)
(CNY 797 thousand, @4.377)
(AUD 57, @21.95)
Amount






$ 406
21
131,587
8,101
2
20
2,191
3,489
1
145,391
45,082
$ 190,900

143

Everspring Industry Co., Ltd. and Subsidiaries Statement of accounts receivable December 31, 2020

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

Statement 2

Item
TIMEGUARD LTD.
PERRY ELECTRIC SRL
Intergamma B.V.
Askey Computer Corp.
Others (Note)
Less: Allowance for doubtful accounts
Amount



(
$ 7,397
4,754
1,883
869
2,192
17,095

143)
$ 16,952

Note: The balance amount of each customers all are less than 5% of the account amount.

144

Everspring Industry Co., Ltd. and Subsidiaries Statement of inventories December 31, 2020

(All Amounts Expressed in Thousands of New Taiwan Dollars, Unless Specified Otherwise) Statement 3

Item
Raw materials and
supplies
Finished goods
Work in process
Description Amount(Note) Amount(Note) Amount(Note)
Cost

$ 2,057
4,029
10,378
$ 16,464
Net RealizableValue




$ 2,057
4,029
10,378
$ 16,464

Note: When comparing cost with net realizable value, the classification comparison method is adopted. Net realizable value means the balance of the estimated interest price under normal circumstances after deducting the costs and selling expenses that need to be invested to the completion.

145

Everspring Industry Co., Ltd. and Subsidiaries Statement of changes in investments accounted for using equity method December 31, 2020

(All Amounts Expressed in Thousands of New Taiwan Dollars/Shares, Unless Specified Otherwise)

Statement 4

N
a
m
e
EVERSPRING INDUSTRY (S) PTE LTD.
(Note 1)
EVERSPRING TECH USA, INC.
(Note 2)
WorldTrend Co., Ltd. (Note 3)
UNIINN TECHNOLOGY CO., LTD.. (Note
4)
Tung Sheng Development Corporation (Note
5)
Medigen Biotechnology Corporation (Note 6)
PHASE ELECTRONICS (UK) LTD.
(Note 7)
Balance,January1,2020

Shares
(In Thousands)
Amount
27,556 $ 290,488
260
3,815
20,275
257,101
44,847
290,652
8,800
73,146
14,945
379,164
2,396
1,298
$ 1,295,664
Balance,January1,2020

Shares
(In Thousands)
Amount
27,556 $ 290,488
260
3,815
20,275
257,101
44,847
290,652
8,800
73,146
14,945
379,164
2,396
1,298
$ 1,295,664
Additions
Shares
(In Thousands)
Amount

3,906 $ 83,042

-
-

-
-

-
-

-
-

-
-
-
-
$ 83,042
Additions
Shares
(In Thousands)
Amount

3,906 $ 83,042

-
-

-
-

-
-

-
-

-
-
-
-
$ 83,042
Decrease
Shares
(In Thousands)
Amount

- $ -

-
-

- (
10,451 )

-
-

-
-
(
852 ) (
9,719 )
-
-

($ 20,170)
Collateral
using equity
method
( $ 53,870 )

730

57,659

62,357

216

45,283
(
1,298)
$ 111,077
Balance,December 31, Balance,December 31, Balance,December 31, 2020
Amount
$ 319,660

4,545

304,309

353,009

73,362

414,728

-
$ 1,469,613
Market Value or Net
Assets Value
Unit
Price Total Amount
- $ -
-
-
-
-
-
-
-
-
59.2
-
-
-

Collateral

Shares
(In Thousands)
27,556
260
20,275
44,847
8,800
14,945
2,396
Shares
(In Thousands)

3,906

-

-

-

-

-
-
Shares
(In Thousands)

-

-

-

-

-
(
852 )
-
Shares
(In Thousands)

31,462

260

20,275

44,847

8,800

14,093
2,396
%
100.00
94.55
95.36
100.00
27.88
10.14
100.00
Unit
Price
-
-
-
-
-
59.2
-





















None





Note 1: It includes an investment loss of NT$33,972 thousand recognized following the equity method, a decrease of NT$12,245 thousand in the foreign currency translation adjustment, and a decrease of NT$7,653 thousand in the unrealized benefits and an increase of NT$8,342 thousand in the investment adjusted by the downstream transaction in the current period.

Note 2: Including NT$959 thousand of investment interests recognized by the equity method and NT$229 thousand decreases in foreign currency translation adjustment in the current period.

Note 3: It includes the recognition of investment benefits under the equity method of NT$44,683 thousand, the decrease of foreign currency translation adjustment of NT$37 thousand, the increase of unrealized profit and loss of financial assets of NT$444 thousand, the increase of capital reserve – the long-term investment of NT$12,815 thousand, the receipt of dividends of NT$10,451 thousand and the decrease of actuarial profit and loss of defined benefits of NT$246 thousand. Note 4: It includes the recognition of investment benefits under the equity method of NT$56,692 thousand, the decrease of foreign currency translation adjustment of NT$4,144 thousand, the increase of unrealized profit and loss of financial assets of NT$496 thousand, the increase of capital reserve – the long-term investment of NT$1,037 thousand, the receipt of dividends of NT$10,451 thousand and the decrease of actuarial profit and loss of defined benefits of NT$12 thousand. Note 5: Including NT$216 thousand of investment interests recognized following the equity method in the current period.

Note 6: It includes an investment loss of NT$34,806 thousand recognized under the equity method, a decrease in foreign currency translation adjustments of NT$183 thousand, an increase in unrealized gains and losses of financial assets of NT$5,456 thousand, an increase in capital reserve – the long-term investment of NT$55,312 thousand and a decrease in actuarial gains and losses for determining benefits of NT$5,000 in the current period, and a reduction in the investment of NT$9,719 thousand from the sale of shares of Medigen Biotechnology Corporation and the transfer of shareholders' equity items to disposal of investment interests of NT$19,509 thousand.

Note 7: It includes the investment loss of NT$1,974 thousand recognized following the equity method, the decrease of foreign currency translation adjustment of NT$52 thousand, and the adjustment to other liabilities of NT$728 thousand in the current period.

146

Everspring Industry Co., Ltd. and Subsidiaries Statement of operating costs December 31, 2020

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

Statement 5

Item
Cost of goods sold
Direct raw material
Add: raw materials, beginning of year
Less: segment consumption
raw materials, end of year
raw materials sold
Raw materials consumed
Manufacturing overheads
Manufacturing costs
Add: supplies purchased
Cost of finished goods
Add: cost of raw materials sold
Cost of products sold
Cost of goods sold for purchased goods
Add: goods, beginning of year
current purchase
Less: goods, end of year
other consumption of goods
Cost of goods sold for purchased goods
Other operating costs
Total cost of goods sold
Amount
$ 4,561
(
1,554 )
(
2,057 )
(
950)
-

5,428
5,428

-
5,428

950

6,378
3,302
105,677
(
4,029 )

1,218
106,168

1,345
$ 113,891

147

Everspring Industry Co., Ltd. and Subsidiaries Statement of production overheads December 31, 2020

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

Statement 6

Item
Salary and Wages
Insurance of labors
Others (note)
Amount


$ 4,438
437
553
$ 5,428

Note: Amount of each item is less than 5% of the account amount.

148

Everspring Industry Co., Ltd. and Subsidiaries Statement of Operating expenses December 31, 2020

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

Statement 7

Item
Selling expenses
Salary and Wages
Insurance
Others (note)
General and administrative
expenses
Salary and Wages
Insurance
Depreciation
Professional service
fees
Others (note)
Research and development
expenses
Salary and Wages
Insurance
Others (note)
Expected credit loss
Total
Description Amount








$ 8,554
1,214
1,449
11,217
16,212
1,736
5,584
3,281
9,251
36,064
30,112
2,767
7,890
40,769
58
$ 88,108

Note: Amount of each item is less than 5% of the account amount.

149

Everspring Industry Co., Ltd. and Subsidiaries Statement of Operating expenses December 31, 2020 and 2019

(All Amounts Expressed in Thousands of New Taiwan Dollars, Unless Specified Otherwise) Statement 8

Nature
Salary and Wages

Labor and health
insurance fees
Pension expense
Directors' remuneration
Others
employee
benefit expense
Depreciation
Amortization

2020 Total
$ 57,678

5,450

3,139

1,634

2,217

5,845
1,191

$ 77,154
2019
Operating
costs
$ 4,438
437
202

-
177
-
-

$ 5,254
Operating
expenses
$ 53,240

5,013

2,937

1,634

2,040

5,845
1,191

$ 71,900
Operating
costs
$ 3,773

334

126

-

131

605
-

$ 4,969
Operating
expenses
$ 58,526

5,769

3,377

1,369

2,398

7,761
1,373

$ 80,573
Total






































$ 62,299

6,103

3,503

1,369

2,529

8,366
1,373
$ 85,542

Note:

  1. As of December 31, 2020 and 2019, the Company had 73 and 80 employees, respectively, including 7 non-employee directors for both years.

  2. A company whose stock is listed for over-the-counter securities exchange shall additionally disclose the following information:

  3. (1) Average employee benefit expense in 2020 was $1,038 thousand and in 2019 was $1,020 thousand.

  4. (2) Average employee salaries in 2020 were $874 thousand and in 2019 were $853 thousand.

  5. (3) Adjustments of average employee salaries were 2%.

  6. The Company has set up an audit committee to replace the supervisor, so there is no supervisor remuneration.

  7. The remuneration policies of the directors, managers, and employees of the company are as follows:

  8. (1) Directors

    • I. Directors' emoluments

      • Based on the degree of participation and contribution value to the company's operation, the expenses shall be determined by the board of directors according to the average level of the industry.
    • II. Directors' remuneration

      • When the company is profitable, it shall be paid according to the provision ratio of the Articles of Association (not more than 3%).
    • III. Attendance fee of directors

      • It shall be paid according to the number of times that he attends the functional committees such as the board of directors, the Remuneration Committee, and the audit committee in person.
  9. (2) Managers

    • The remuneration to be paid to the company manager shall be determined by the Remuneration Committee based on his position, contribution, and the company's operating performance for the year and submitted to the board for resolution.
  10. (3) Employees To maintain the competitiveness of the overall remuneration, the Company conducts annual salary surveys to measure the salary level of the market and considers the Company's operating performance and future development to formulate a reward plan. The Company implements the performance-oriented policy and provides differentiated rewards based on individual performance to reward the contribution of colleagues.

Note: "Directors' emoluments" means the emoluments, retirement pensions, directors' emoluments, and business execution fees received by all directors, excluding salaries, health insurance, pension, and other welfare expenses received for concurrent employment.

150

6.5 Latest Consolidated Financial Statements of the Parent Company and Subsidiaries Audited and Certified by CPAs

REPRESENTATION LETTER

The entities that are required to be included in the combined financial statements of EVERSPRING INDUSTRY(S)PTE LTD., as of and for the year ended December 31, 2020, under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard 10, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, EVERSPRING INDUSTRY(S)PTE LTD., and Subsidiaries do not prepare a separate set of combined financial statements.

COMPANY NAME: EVERSPRING INDUSTRY CO., LTD OWNER: Chang Tse Ling

MARCH 24, 2021 Taipei, Taiwn, R.O.C.

151

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders EVERSPRING INDUSTRY CO.,LTD

Opinion

We have audited the accompanying consolidated financial statements of EVERSPRING INDUSTRY CO.,LTD and its subsidiaries (the “company”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statement present fairly. In all material respects, the consolidated financial position of the Company as of December 31,2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS),IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits for the year of 2020 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China for the year of 2019; and in accordance with the Official Letter No. Financial-Supervisory-Securities-Auditing-109036085 by the Financial Supervisory Commission on Feb.25,2020. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Focused Events

As described in Consolidated Financial Statements Notes 1 & 35, EVERSPRING INDUSTRY CO., LTD. absorbed and merged the subsidiary AUSPISTEK CORPORATION with 100% shares on December 1,2020. The merge was the reorganization under mutual control and was handled in accordance with the IFRS Q&A announced by the Accountant Research & Development Consortium Foundation and the related explanations. It should be deemed to have been consolidated from the beginning and re-edited individual financial statements for the comparison period. Since AUSPISTEK CORPORATION was originally included in the consolidated preparation subject, and the above matters have no impact on the consolidated financial statements. Therefore, the accountant did not revise the audit opinion for this reason.

Key Audit Matters

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 for the year ended December 31, 2020. These matters were addressed in the context of our audit of the

152

consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter for the Company’s consolidated financial statements for the year ended December 3 I, 2020 are stated as follows.

Income Recognition of sales revenue

Based on the audit regulations over income preset recognition, there are significant audit risks. EVERSPRING INDUSTRY CO., LTD and its subsidiaries are continuing actively to promote the sale of smart home safety control systems, Smart lighting fixtures and smart sensors, etc. The authenticity of the operating income recognition has a significant impact on the consolidated financial statements. Because the sales revenue of smart home security control systems, smart lighting fixtures and smart sensors are listed as key audit items.

In regard to the above important matters, the main audit procedures performed by the accountant are as follows:

  1. Understand the effectiveness of the design and implementation of the internal control system related to income recognition.

  2. Obtain the sales revenue details of smart home security control systems, smart lighting fixtures and smart power generators in the Republic of China in 2020, and check the original orders, shipping orders, invoices and other related documents of related transactions, and enter them into the account. Check the amount to confirm the authenticity of the income.

Other matters

In other matters included in the subsidiaries of PHASE ELECTRONICS(UK)LTD. financial statements, the Republic of China the year ended December 31 financial statements related to PHASE ELECTRONICS (UK) LTD. were reviewed by other accountants. Therefore, in the accountant’s opinion on PHASE ELECTRONICS (UK) LTD. financial statements, the amounts listed in the financial statements of PHASE ELECTRONICS (UK) LTD. are based on the audit reports of other accountants. For PHASE ELECTRONICS (UK) LTD., the total assets of February 31, 2010 were NT$ 6,156,000, which accounted for 0% of the consolidated total assets. The net operating income of the Republic of China was NT$ 2,405,000, accounting for the net consolidated operating income of 0%. In addition, the financial statements of Medigen Biotechnology Corporation were also included in the open financial statements. The financial statements of the investee company Medigen Biotechnology Corporation were checked by the equity method in the Republic of China in 2020 and 2019 by other accountants. Therefore, the accountant indicated his opinion that the investments of these investee companies using the equity method and their investment gains and losses are recognized based on the audit reports of other accountants. The amount of investment in these investee companies using the equity method as of December 31, 2020 and 2019 was NT$453,913,000 and NT$412,144,000, respectively, which accounted for 16% of the total consolidated assets. The share of profits and losses of affiliated companies recognized by the equity method of other investee companies were losses of NT$40,922,000 and NT$32,491,000 respectively, accounting for (20) % and 18% of the consolidated net profit (loss) before tax.

EVERSPRING INDUSTRY CO., LTD. has prepared individual financial statements for the year 2020 and 2019 of the Republic of China, and the audit report with unqualified opinions and other matters issued by the accountant is recorded for reference.

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

153

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 IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of 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 Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or ceases operations, or has no realistic alternative but to do so.

Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Company's financial reporting process.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

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

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

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

  5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements

154

represent the underlying transactions and events in a manner that achieves fair presentation.

  1. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company 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 describe these matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2020 and are therefore the key audit matters.

155

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

The engagement partners on the audit resulting in this independent auditors’ report are MingChung Hsieh and Yu-shiou Su.

DELOITTE & TOUCHE TAIPEI, TAIWAN Republic of China Ming-Chung Hsieh Yu-shiou Su FSAC Approval Number:No. FinancialFSAC Approval Number:No. FinancialSupervisory-Securities-Auditing-1040024195

FSAC Approval Number:No. FinancialSupervisory-Securities-Auditing-1000028068

March 24, 2021

156

EVERSPRING INDUSTRY CO., LTD& SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2020 & 2019

Unit: in thousands of NTD

Code


1100
1110
1120
1136
1150

1160
1172
1180
1200
1210
1220
130X
1460
1479
11XX


1510

1520

1550

1600

1755

1760
1821
1840
1920
1915
1975
1990
15XX

1XXX


CODE


2100
2130
2150
2170
2219
2220
2230
2280
2260
2320
2399
21XX


2540
2570

2550
2580
2645
25XX

2XXX



3110
3200
3320
3350
3300
3410

3420

3400
31XX

36XX


3XXX

ASSETS
Current Assets
Cash& Cash equivalents(Note 6)
Financial Assets at fair value through profit or lossNote 7
Financial assets at fair value through other comprehensive income-current
(Note8)
Financial assets at amortized cost (Note9)
Hedging financial assets (Note10)
Note and accounts receivable net from related Parties (Note 31)
Accounts receivable (Note 10)
Accounts receivable-net from related Parties (Note 31)
Other accounts receivable (Note 10)
Other accounts receivable-from related Parties (Note 31)
Income tax assets for the current period (Note 27)
Inventories (Note 11&32)
Non-current assets for sale (Note 13)
Other current Assets-others (Note 19)
Total current Assets
Non-current assets
Financial assets at fair value through profit & loss-non-current (Note 7)
Financial assets at fair value through other comprehensive income-non-current (Note 8)
Investment accounted for using the equity method (Note 14)
Property, plant and equipment (Note 15 & 32)
Right-of-use assets (Note 16)
Net investment property (Note 17 & 32)
Other Intangible assets (Note 18)
Deferred Income tax assets (Note 27)
Refundable deposits
Prepaid equipment (Note 19)
Net defined benefit assets-non-current (Note 22)
Other non-current assets (Note 19)
Total non-current assets
Total Assets
LIABILITIES AND EQUITY
CURRENT LIABILITIES
shot-term loans (Note 20)
Contract liabilities current (Note 25)
Bills payable (Note 21)
Accounts payable (Note 21)
Other accounts payable (Note 22)
Other accounts payable to related parties (Note 31)
Current income tax liabilities (Note 27)
Lease liability current (Note16)
Liabilities directly related to non -current assets to be sold (Note 13)
Long-term loans due within one year (Note 20)
Other current liabilities (Note 22)
Total Current assets
Non-current Liabilities
Long term loans (Note 20)
Deferred income tax liabilities
(Note 27)
Accrued pension liabilities (Note 23)
Lease liabilities non-current (Note 16)
Guarantee deposits (Note 22)
Total non-current liabilities
Total liabilities
Equity Attributable to the Shareholders of the Company
Capital Stock
Common stock
Capital surplus
Retained Earnings
Special earnings surplus
Unappropriated earnings
Total retained earnings
Total Other Equity
Conversion difference in the conversion of financial statements of foreign operating organizations
Unrealized gains and losses of financial assets measured at fair value through other comprehensive
gains and losses
Total other equity
Total owner's equity of the company
Non-controlling interests
Total equity
Total liabilities and equity
December 31,2020 December 31,2020
13
13
-
1
-
-
2
-
-
-
-
18
11
1
59
-
2
16
9
-
9
2
3
-
-
-
-
41
100
5
3
-
-
2
-
-
-
3
1
-
14
5
-
-
-
1
6
20
73
15
2

8)

6)

2 )
-

2)
80
-
80
100
December 31,2019 December 31,2019
Amount
$ 371,375
388,299
188
21,000
4,731
961
50,857
3,905
260
-
-
529,027
335,082
16,943

1,722,628

991
53,990
453,913
262,615
12,433
270,471
57,795
82,503
9,842
240
-
1,187

1,205,980

$ 2,928,608

$ 136,735
69,617
725
7,240
60,367
-
10,511
5,028
87,195
25,160
5,719

408,297

152,303
-
1,486
7,465
7,768

169,022

577,319

2,140,216

454,830

45,041

221,237)


176,196)


48,974 )


18,849)


67,823)

2,351,027

262

2,351,289

$ 2,928,608
Amount
$ 349,641
115,126
186
3,000
5,412
-
71,019
3,805
3,160
10
254
546,343
-
43,903

1,141,859

1,632
48,770
412,144
546,261
42,096
276,275
85,006
81,214
6,949
-
469
232

1,501,048

$ 2,642,907

$ 176,050
55,804
1,487
34,876
80,581
5,279
4,238
4,325
-
21,619
4,954

389,213

148,381
527
-
15,429
6,398

170,735

559,948

2,140,216

385,666

45,041

416,242)


371,201)


40,372 )


31,570)


71,942)

2,082,739

220

2,082,959

$ 2,642,907














(
(
(
(
(















(
(
(

(

















(
(
(
(
(















(
(
(
(
(



13
4
-
-
-
-
3
-
-
-
-
21
-
2
43
-
2
16
21
2
10
3
3
-
-
-
-
57
100
7
2
-
2
3
-
-
-
-
1
-
15
6
-
-
-
-
6
21
81
15
2

16)

14)

2 )

1)

3)
79
-
79
100

The accompanying notes are an integral part of the consolidated financial statements (Please refer to the audit report of the Deloitte & Touche on Mar. 24,2021)

Chairman: Chang Tse Ling Manager: Chang Tse Ling Accounting Supervisor: Li Hsiu Ting

157

EVERSPRING INDUSTRY CO., LTD & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FROM JANUARY1 TO DECEMBER 31 2019 & 2020

Code
Operating income (Note 25)
4110
Sales Revenue

4600
Labor Income
4800
Other Operating Income

4000
Total Operating
Income

Operating Expenses
5110
Sale Expenses
5600
Labor Expenses
5800
Other Operating Expenses
5000
Total Operating
Expenses

5900
Operating Gross Profit


Operating Expenses
6100
Marketing Expenses
6200
Managing Expenses
6300
Research and Development
Expenses
6450
Expected credit impairment
(returning benefit) loss
6000
Total Operating
Expenses

6900
Net Operating Loses


Non-operating income and
expenses
7100
Interest Income (Note 26)
7010
Other Income (Note 26)
7020
Other profits and loses
(Note 26)
7060
Share of Profits and Losses of
Affiliated Companies
Recognized
Using the Equity Method
7050
Financial Expenses (Note 26)
Year 2020 Year 2020

(To be continued on the next page)

158

(Continued from the previous page)

Code
7000
Total Non-operating Income
and Expenses

7900
Profits Before Tax (loss)

7950
Income Tax Expenses(Note 27)

8200
Net Profit (loss) for the Period


Other comprehensive gains
and losses this
year (net)
8310
Items not reclassified
subsequently to profit or loss
8311
Remeasurement of Defined
Benefit Obligation
8316
Unrealized gain on investments
in equity instruments at fair
value through other
comprehensive
income
8320
Share of other comprehensive
profits and losses of subsidiaries
and affiliates
8360
Item that may be reclassified
subsequently to profit and loss
8361
Exchange differences arising in
translation of foreign operations
8370
Share of other comprehensive
profits and losses of affiliates
recognized using the equity
method
8300
Total other comprehensive profit
and loss (net)

8500
Total comprehensive profit and
loss for the year

Net surplus (loss) attributable to
8610
Shareholders of the
company
8620
Non-controlling interests

8600
Year 2020 Year 2020

(To be continued on the next page)

159

(Continued from the previous page)

Code
The total comprehensive profit
and loss is attributable to
8710
Shareholders of the
company
8720
Non-controlling interests
8700


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

9810
Diluted
Year 2020 Year 2020
38
-

38


Year 2019 Year 2019
Amount
$ 199,124

42

$ 199,166

$ 0.91
$ 0.91
Amount
( $ 180,581 )

56

($ 180,525)

($ 0.84)
($ 0.84)






( 29 )

-
(29)

The accompanying notes are an integral part of the consolidated financial statements (Please refer to the audit report of the Deloitte & Touche on Mar. 24,2021)

Chairman: Chang Tse Ling Manager: Chang Tse Ling Accounting Supervisor: Li Hsiu Ting

160

EVERSPRING INDUSTRY CO., LTD&SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

JANUARY 1~DECEMBER 31 OF YEAR 2020 AND 2019

(IN THOUSANDS OF New Taiwan Dollars)

Code
A1
Balance, January 1, 2019


C7
Changes in related parties Recognition of
using equity method

D1
Net income in 2019

D3
other comprehensive income(loss) in 2019,
after income tax


D5
Total comprehensive income (loss) in 2019

Q1
disposal of investments in equity
instruments at fair value through other
comprehensive income


Z1
Balance, December 31, 2019

C7
Changes in equities recognition of
associates in using equity method

D1
Net income in 2020

D3
Other comprehensive income(loss) in 2020,
after income tax


D5
Total comprehensive income in 2020


Z1
Balance, December 31, 2020
EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENTCOMPANY Total
$ 2,274,999
(
11,679 )
(
180,666 )

85

(
180,581)


-


2,082,739

69,164

195,268

3,856


199,124

$ 2,351,027
Non-controlling
interests
$ 164

-

61

5)

56

-


220

-

55

13)

42

$ 262
Total equity
Common stock
$ 2,140,216
-
-
-

-

-

2,140,216
-
-
-

-

$ 2,140,216
Capital reserve
$ 397,345
(
11,679 )

-

-


-


-


385,666

69,164

-

-


-

$ 454,830
RETAINED EARNINGS
legal capital reserve
special capital reserve
Unappropriated
earnings
$ - $ 45,041 ( $ 243,515 )

-
-
-

-
- (
180,666 )

-

-

127


-

-
(
180,539)


-

-

7,812


-
45,041 (
416,242 )

-
-
-

-
-
195,268

-

-
(
263)


-

-

195,005

$ -
$ 45,041
($ 221,237)
OTHERS
Foreign Currency
Translation Reserve
Unrealized Gain(Loss)
on Financial Assets at
fair value Through
Other Comprehensive
Income
( $ 27,564 ) ( $ 36,524 )

-
-

-
-
(
12,808)

12,766

(
12,808)

12,766


-
(
7,812)

(
40,372 ) (
31,570 )

-
-

-
-
(
8,602)

12,721

(
8,602)

12,721

($ 48,974)
($ 18,849)
Foreign Currency
Translation Reserve
( $ 27,564 )

-

-
(
12,808)

(
12,808)


-

(
40,372 )

-

-
(
8,602)

(
8,602)

($ 48,974)
legal capital reserve

$ -

-

-

-


-


-


-

-

-

-


-

$ -
special capital reserve
$ 45,041

-

-

-


-


-


45,041

-

-

-


-

$ 45,041































(





(

$ 2,275,163
(
11,679 )
(
180,605 )

80
(
180,525)

-

2,082,959

69,164

195,323

3,843

199,166
$ 2,351,289

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

please refer to auditors’ report issued by Deloitte & Touche on March 24, 2021

Chairman: Chang Tse Ling

General manager: Chang Tse Ling

Accounting supervisor: Li Hsiu Ting

161

EVERSPRING INDUSTRY CO., LTD & SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FROM JANUARY1 TO DECEMBER 31 2019 & 2020

Unit: In Thousands of NTD

Code
Cash flows from operating activities
A10000Net profit (Loss)before tax for the
current period
A20010Income and expense items that do not affect
cash flows
A22900
Lease modification benefits
A20100
Depreciation expense
A20200
Amortization expenses
A29900Expected credit impairment(returning
benefit) loss
A20400Loss (gain) on financial instruments
at fair value through profit or loss net
A20900
Financial costs
A21200
Interest income
A21300
Dividend income
A22300Share of losses of affiliated companies
using the equity method
A22500Disposal of loss of property, plant and
equipment (profit)
A22800
Loss in disposing intangible assets
A23100
Disposal of investment interests
A23200Disposal of investment interests
using the equity method
A30000Net changeable number for operating in
Assets and liabilities
A31130
Bills receivable
A31140
Bill receivable-related parties
A31150
Accounts receivable
A31160
Accounts receivable-related parties
A31180
Other receivables
A31190
Other receivables-related
parties
A31200
Stock
A31240
Other current assets
A31990
Net defined benefit
Assets-non-current
A32125
Contract liabilities
A32130
Bills payable
A32150
Accounts payable
A32180
Other payables
A32190
Other payable-related parties
Year 2020
$ 202,270
(
72 )
47,622
28,077
(
310 )
( 198,046 )
4,943
(
1,157 )
(
92 )
40,922
(
207 )
423
(
111,681 )
(
50,589 )
681
(
961 )
20,464
(
100 )
2,900
10
17,123
26,613
-
13,813
(
762 )
(
11,233 )
(
15,077 )
(
5,279 )
Year 2019
( $ 177,285 )
-
54,130
28,876
1,042
30,302
5,651
(
1,925 )
(
99 )
32,491
1,106
120
-
(
43,952 )
4,275
-
(
4,762 )
55
1,452
(
10 )
20,486
432
(
153 )
(
9,358 )
(
1,391 )
6,628
(
20,193 )
(
79 )

(To be continued on the next page)

162

(Continued from the previous page)

Code
A32240
Net defined benefit liabilities
A32230
Other current liabilities
A33000
Cash generated from operations
A33300
Interest paid
A33500
Income tax paid
AAAANet cash inflow from operating activities

Cash Flows from Investing Activities
B00010Financial assets at fair value through
other comprehensive gains and losses
B00300Financial assets measured at fair value
through profit and loss, capital reduction
and return of shares
B00030Financial assets measured at fair value
Through other comprehensive gains and losses
B00040
financial assets at amortized cost
B00050Disposal of financial assets measured at
amortized cost
B00100financial assets measured at fair value
through profit and loss
B00200Disposal of financial assets measured
at fair value through profit or loss
B01500Disposal of long-term equity investment
using equity method
B02700
Purchase property, plant & equipment
B02800
Disposal of property, plant & equipment
B03800
Decrease of guarantee deposits (increase)
B04500
Purchase intangible assets
B06800
Other non-current assets decrease
B07200
Prepaid equipment Decrease (increase)
B07500
Interests received
B07600
Dividends received
B09900
Increase in other current assets
BBBB
Net cash inflow from investing
activities

Cash flow from financing activities
C00100
Increase in short-term borrowing
C01600
Long-term loans
C01700
Long-term loan repayment
C03100Guarantee Increase (decrease) in deposits
C04020
Lease principal repayment

(To be continued on the next page)

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(Continued from the previous page)

Code
CCCC
Net cash inflow from financing
activities
DDDD impact of exchange rate changes on
cash and cash equivalents
EEEE
Net increase in cash and cash equivalents
E00100 Balance of cash and cash equivalents
at the beginning of the year
E00200 Balance of cash and cash equivalents
at the end of the year
Adjustment of Cash and Cash Equivalents at the End of

Code
E00210 Cash and cash equivalents
E00240 Cash and cash equivalents included
in the group of disposals pending
sale
E00200 Adjustment of year-end cash
and cash equivalents


The accompanying notes are an integral part of the consolidated financial statements (Please refer to the audit report of the Deloitte & Touche on Mar. 24,2021)

Chairman: Chang Tse Ling Manager: Chang Tse Ling Accounting Supervisor: Li Hsiu Ting

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EVERSPRING INDUSTRY CO., LTD & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise)

1. GENERAL

  • Everspring Industry Co., Ltd (the “Group” or “Everspring”), a Republic of China (R.O.C.) corporation, was incorporated in New Taipei City on April, 1980. The Company started business in April of the same year. The main business is the manufacturing, reprocessing and trading of burglar alarm and other electronic products and parts.

On November 15, 1996, the Group’s shares were traded on the ROC Overthe-Counter Securities Exchange [ROSE]. On June 15, 1999, the Group ’s shares were listed on the Taiwan Stock Exchange (TWSE).

To enhancing the business benefits and brand integration of Everspring, the Group planned to reorganize of the group. On November 11, 2020, the board of directors (Everspring Industry Co., Ltd) resolved business combination with Auspistek Corporation. The reference date for the merger was December 1, 2020. Everspring would be the surviving company while Auspistek Corporation would be dissolved in the merger. For details, please refer Note 30.

This consolidated financial statement is denominated in NT Dollar, the functional currency of the Everspring.

  1. THE AUTHORIZATION OF FINANCIAL STATEMENTS

  2. The accompanying consolidated financial statements were approved and authorized for issue by the Board of Directors on March 24, 2021.

  3. APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS

  4. (a) Initianl application of the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations (IFRIC) and Interpretation Announcements (SIC) (hereinafter referred to as "IFRSs") ebdirsed and issued into effect by the Financial Supervisory Commission (FSC)

Except for the following descriptions, the application of IFRSs recognized and issued by the Financial Supervisory Commission (abbreviated as FSC below) did not have a significant impact on the Group’s accounting policies:

  1. Amendments to IAS 1 and IAS 8 on the “definition of material” The Group adopted the amendments starting from January 1, 2020. The threshold of materiality that could influence users has been

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changed to “could reasonably be expected to influence”. Accordingly, disclosures in the consolidated financial statements do not include immaterial information that may obscure material information.

  • (b) The IFRSs endorsed by the FSC for application starting from 2021

Effective Date New, Revised or Amended Standards & Interpretations Announced by IASB Amendments to IFRS 4 “Extension of the Temporary Exemption Effective immediately upon from Applying IFRS 9” promulgation by the IASB Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 January 1, 2021 “Interest Rate Benchmark Reform - Phase 2” Amendment to IFRS 16 “Covid-19-related Rent June 1, 2020 Concessions”

As of the date the accompanying consolidated financial statements were authorized for issue, the Company evaluated that there is no significant impact on its financial position and financial performance as a result of the initial adoption of the aforementioned standards or interpretations and related applicable period.

  • (c) The IFRSs issued by IASB but not yet endorsed and issued into effect by the FSC
by the FSC
New,Revised or Amended Standards and Interpretations

Annual Improvements to IFRS Standards 2018–2020

Amendments to IFRS 3 “Reference to the Conceptual
Framework”

Amendments to IFRS 10 and IAS 28 “Sale or Contribution of
Assets between an Investor and its Associate or Joint Venture”

IFRS 17 “Insurance Contracts”

Amendments to IFRS 17

Amendments to IAS 1 “Classification of Liabilities as Current or
Noncurrent”

Amendments to IAS 1 “Disclosure of Accounting Policies”

Amendments to IAS 8 “Definition of Accounting Estimates”

Amendments to IAS 16 “Property, Plant and Equipment –
Proceeds before Intended Use”

Amendments to IAS 37 “Onerous Contracts–Cost of Fulfilling a
Contract”
E f f e c t i v e D a t e I s s u e d
byIASB(Note 1)
January 1, 2022 (Note 2)
January 1, 2022 (Note 3)
To be determined by IASB
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023 (Note 6)
January 1, 2023 (Note 7)
January 1, 2022 (Note 4)
January 1, 2022 (Note 5)

Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

Note 2: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of

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IFRSs” will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.

  • Note 3: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.

  • Note 4: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.

  • Note 5: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.

  • Note 6: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.

  • Note 7: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.

  • Amendments to IAS 1 “Disclosure of Accounting Policies” The amendments specify that the Company should refer to the definition of material to determine its material accounting policy information to be disclosed. Accounting policy information is material if it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements. The amendments also clarify that:

    • Accounting policy information that relates to immaterial transactions, other events or conditions is immaterial and need not be disclosed;

    • The Group may consider the accounting policy information as material because of the nature of the related transactions, other events or conditions, even if the amounts are immaterial; and

    • Not all accounting policy information relating to material transactions, other events or conditions is itself material.

The amendments also illustrate that accounting policy information is likely to be considered as material to the financial statements if that information relates to material transactions, other events or conditions and:

(1) The Group changed its accounting policy during the reporting period and this change resulted in a material change to the information in the financial statements;

  • (2) The Group chose the accounting policy from options permitted by the standards;

  • (3) The accounting policy was developed in accordance with IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors” in the absence of an IFRS that specifically applies; (4) The accounting policy relates to an area for which the Group is required to make significant judgements or assumptions in applying an accounting policy, and the Group discloses those

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judgements or assumptions; or

(5) The accounting is complex and users of the financial statements would otherwise not understand those material transactions, other events or conditions.

  1. Amendments to IAS 8 “Definition of Accounting Estimates” The amendments define that accounting estimates are monetary amounts in financial statements that are subject to measurement uncertainty. In applying accounting policies, the Group may be required to measure items at monetary amounts that cannot be observed directly and must instead be estimated. In such a case, the Group uses measurement techniques and inputs to develop accounting estimates to achieve the objective. The effects on an accounting estimate of a change in a measurement technique or a change in an input are changes in accounting estimates unless they result from the correction of prior period errors.

Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • (1) Statement of compliance

The accompanying consolidated financial statements have been prepared in conformity with the Regulations Governing the Preparation of Financical Reports by Securities Issuers and the IFRSs endorsed b y the FSC with the effective dates (collectively, “Taiwan-IFRS”).

  • (2) Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.

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

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

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

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

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

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Current assets include:

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

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

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

Current liabilities include:

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

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

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

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

  • (4) BASIS OF CONSOLIDATION

The consolidated financial statements incorporate the financial statements of the Group and the entities controlled by the Group (i.e. its subsidiaries). Income and expenses of subsidiaries acquired or disposed of are included in the consolidated statement of comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of the Corporation and to the noncontrolling interests even if this results in the non-controlling interests having a deficit balance.

Changes in the Company’s ownership interests in subsidiaries that do not result in the Company losing control

over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Company’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to shareholders of the parent.

See Note 12 for detailed information on subsidiaries (including percentages of ownership and main businesses).

  • (5) Foreign currencies

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

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

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income; in which cases, the exchange differences are also recognized directly in other comprehensive income.

Non-monetary item denominated in a foreign currency and measured at historical cost is stated at the reporting currency as originally translated from the foreign currency.

For the purposes of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations (including of the subsidiaries and associates in other countries with currencies used different from the Group) are translated into New Taiwan dollars using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising are recognized in other comprehensive income.

On the disposal of a foreign operation (i.e. a disposal of the Group’s entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, or a disposal involving loss of significant influence over an associate that includes a foreign operation), all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Group are reclassified to profit or loss.

In relation to a partial disposal of a subsidiary that does not result in the Group losing control over the subsidiary, the proportionate share of accumulated exchange differences are re-attributed to non-controlling interests of the subsidiary and are not recognized in profit or loss. For all other partial disposals, the proportionate share of the accumulated exchange differences recognized in other comprehensive income is reclassified to profit or loss.

  • (6) Inventories Inventories consist of raw materials, supplies, finished goods and work-inprocess and are stated at the lower of cost or net realizable value. The cost of construction land is the mandatory expenses for the obtaining the available location and status. Inventories are recorded at weighted-average cost on the balance sheet date.

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Inventory write-downs are made by item, except where it may be appropriate to Group similar or related items. Net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at weightedaverage cost on the balance sheet date.

  • (7) Investment in associates

An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. The results and assets and liabilities of associates are incorporated in these consolidated financial statements using the equity method of accounting.

Under the equity method, an investment in an associate is initially recognized at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the associate. The Group also recognizes the changes in the Group’s share of equity of associates.

Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets and liabilities of an associate recognized at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.

When the Group subscribes for additional new shares of the associate, at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Group’s proportionate interest in the associate. The Group records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in the Group’s share of equity of associates. If the Group’s ownership interest is reduced due to the additional subscription of the new shares of associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required if the investee had directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for by the equity method is insufficient, the shortage is debited to retained earnings.

When the Group’s share of losses of an associate equals or exceeds its interest in that associate (including carrying amount of investments in associates using equity method and other long-term interests of net investment in associates and joint ventures), the Group discontinues recognizing its share of further losses. Additional losses and liabilities are recognized only to the extent that the Group has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate.

171

The entire carrying amount of the investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is deducted from investment and carrying amount of investment is net of impairment loss. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

The Group discontinues the use of the equity method from the date on which it ceases to have significant influence over the associate. Any retained investment is measured at fair value at that date and the fair value is regarded as its fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate. The Group accounts for all amounts previously recognized in other comprehensive income in relation to that associate on the same basis as would be required if that associate had directly disposed of the related assets or liabilities. If an investment in the associate becomes an investment in a joint venture, or an investment in a joint venture becomes an investment in the associate, the Group will continue to use the equity method without re-evaluating the retained equity.

When the Group entity transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the consolidated financial statements to the extent of interests in the associate that are not related to the Group.

  • (8) Property, Plant and Equipment

Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment loss.

Freehold land is not depreciated.

Depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.

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

  • (9) Investment properties

Investment properties are properties held to earn rentals and/or for capital appreciation (including property under construction for such purposes). Investment properties also include land held for a currently undetermined future use.

Investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured

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at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method.

On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.

  • (10) Intangible Assets

  • Intangible assets acquired separately Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are measured at cost less accumulated impairment loss.

  • Derecognition of intangible assets On derecognition of an intangible asset, the difference between the net disposal

proceeds and the carrying amount of the asset is recognized in profit or loss.

  • (11) Impairment of Tangible and Intangible Assets

    • At the end of each reporting period, the Group reviews the carrying amounts of its tangible assets and other intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cashgenerating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually and whenever there is an indication that the assets may be impaired.

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

When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized on the asset or cashgenerating unit in prior years. A reversal of an impairment loss is recognized in

173

profit or loss.

  • (12) Non-current assets held for sale

Non-current assets are classified as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the non-current asset is available for immediate sale in its present condition. To meet the criteria for the sale being highly probable, the appropriate level of management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within 1 year from the date of classification.

If the changes in the Company’s ownership interest in a subsidiary that result in the Company losing control of the subsidiary when disposal, and the Company retains non-controlling interests of subsidiary. All the assets and liabilities are recognized as held for sale.

Non-current assets held for sale are measured at the lower of their previous carrying amount and fair value less costs to sell. Recognition of depreciation of those assets would cease.

  • (13) Financial Instruments

Financial assets and financial liabilities are recognized on the consolidated balance sheet when the consolidated company becomes a party to the contract terms of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.

1. Financial Instruments

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

a) Measurement categories

Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost and equity instruments at FVTOCI.

  • i. Financial assets at FVTPL

  • Financial assets are classified as at FVTPL when such a financial asset is mandatorily classified as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.

174

Financial assets at FVTPL are subsequently measured at fair value, and any dividends, interest earned and remeasurement gains or losses on such financial assets are recognized in gains on financial assets and liabilities at fair value through profit or loss. Fair value is determined in the manner described in Note 30.

  • ii. Financial assets at amortized Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

  • ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, trade receivables at amortized cost, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:

  • a. Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial assets; and

  • b. Financial assets that are not credit-impaired on purchase or origination but have subsequently become credit-impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.

Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value and repurchase bond. These cash equivalents are held for the purpose of meeting short -term cash commitments.

iii. Investments in equity instruments at FVTOCIC

On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as

175

at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.

Dividends on these investments in equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

b) Impairment of financial assets

The Group recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables).

The Company always recognizes lifetime expected credit losses (ECLs) for trade receivables. For all other financial instruments, the Company recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.

Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

The Group recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account, except for investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognized in other comprehensive income and does not reduce the carrying amount of such a financial asset.

c) Derecognition of financial assets

176

The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset ’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in a debt instrument at FVTOCI, the difference between the asset ’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss which had been recognized in other comprehensive income is recognized in profit or loss. However, on derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset ’s carrying amount and the sum of the consideration receive d and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.

  1. Equity instruments

Debt and equity instruments issued by a group entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments issued by a group entity are recognized at the proceeds received, net of direct issue costs.

Repurchase of Everspring’s own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or cancellation of Everspring’s own equity instruments.

3. Financial liabilities

  • a) Subsequent measurement

    • All financial liabilities are measured at amortized cost using the effective interest method.
  • b) Derecognition of financial liabilities

    • The difference between the carrying amount of a financial liabilit y derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
  • (14) Revenue recognition

The Group identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.

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  • a) Revenue from the sale of goods Sales are customers obtain control of the promised goods which is generally when the goods are delivered to the customers ’ specified locations.

Revenue from sale of goods is measured at the fair value of the consideration received or receivable.

  • b) Revenue from the rendering of services

    • As the Group provides security service, which is price individually or negotiated. The Group identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied. Hence, the related revenue is recognized as straightline basis.
  • (15) Leases

At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.

  • 1) The Group as lessor

  • Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight -line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight - line basis over the lease terms.

  • 2) The Group as lessee

The Company recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in Group’s consolidated financial

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statements.

Right-of-use assets are depreciated using the straight -line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.

Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments, in-substance fixed payments, variable lease payments which depend on an index or a rate. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses the lessee’s incremental borrowing rate.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term or a change in future lease payments resulting from a change in an index or a rate used to determine those payments, the Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line on the consolidated balance sheets.

Variable lease payments that do not depend on an index or a rate are recognized as expenses in the periods in which they are incurred.

(16) Employee Benefits

  • a) Short-term Employee Benefits

Liabilities recognized in respect of short -term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.

b) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit ret irement benefit plans are determined using the projected unit credit method. Service cost and net interest on the net defined benefit liabilities are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be

179

reclassified to profit or loss.

Net defined benefit liability (asset) represents the actual deficit (surplus) in the Group’s defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

(17) Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax

  • a) Current tax

Income tax payable (recoverable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of each tax jurisdiction.

According to the Income Tax Law, an additional tax on unappropriated earnings is provided for as income tax in the year the shareholders approve to retain earnings.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

  • b) Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profit s will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, associates and joint arrangement, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered. A previously

180

unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

  - c) Current and deferred taxes for the year

     - Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity; in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively.
  1. CRITICAL ACCUNTING JUDGEMETNS AND KEY SOURCES OF ESTIMATION AND UNCERTAINTY

  2. In the application of the Group’s accounting policies, the Group’s management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered re levant. Actual results may differ from these estimates.

The Company considers the economic implications of the COVID -19 when making its critical accounting estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.

181

6. CASH AND CASH EQUIVALENTS

6. CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS
7. December31,2020
December31,2019
Cash on hand
$ 1,174
$ 1,223
Checking accounts and cash in
bank
313,619
278,949
Cash equivalents
Time deposits with original
maturities less than 3 months
11,500
46,480
Bonds with repurchase
agreements

45,082

22,989
$ 371,375
$ 349,641
The market rate intervals of cash in banks and fixed deposits with
repurchase agreements at the end of the reporting period were as follows:
December 31,2020
December 31,2019
Bank balance
0.005%~0.15%
0.001%~0.33%
Fixed deposits
0.35%~0.4%
0.63%~2.18%
Bonds with repurchase agreements
0.25%
0.45%
FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR
LOSS
December 31,2020
December 31,2019
Financial assets-Current
Mandatorily measured at FVTPL
Non-derivative
financial
assets
-Domestic listed shares
$ 388,299
$ 115,126
Financial assets–Non-current
Mandatorily measured at FVTPL
Non-derivative
financial
assets
-Mutual funds
$ 991
$ 1,632
LOSS
Financial assets-Current
Mandatorily measured at FVTPL
Non-derivative
financial
assets
-Domestic listed shares
Financial assets–Non-current
Mandatorily measured at FVTPL
Non-derivative
financial
assets
-Mutual funds
December 31,2020
$ 388,299
$ 991


  • 1) As December 31, 2020, the Group acquired $145,800,000 dollars of domestic listed shares of the financial assets – current which mandatorily measured at FVTPL. And the Group sold $71,188,000 dollars of domestic listed shares with the disposal price $182,869,000 dollars. The gain of investment is $111,681,000 dollars. As December 31, 2020, the financial assets – noncurrent with mandatorily measured at FVTPL is $126 ,000 dollars.

  • 2) As December 31, 2020 and 2019, the financial asset at fair value through profit or loss is $198,046,000 dollars and ($30,302) thousand dollars respectively.

182

8. FINANCIAL
ASSETS
AT
FAIR
VALUE
THROUGH
OTHER
FINANCIAL
ASSETS
AT
FAIR
VALUE
THROUGH
OTHER
FINANCIAL
ASSETS
AT
FAIR
VALUE
THROUGH
OTHER
FINANCIAL
ASSETS
AT
FAIR
VALUE
THROUGH
OTHER
COMPREHENSIVE INCOME
Current
Domestic investment
Listed and emerging shares
Fubon Financial Holding
Co., Ltd. (Ordinary share)
Non-current
Domestic investment
Unlisted shares
Benetop
Technology Co., Ltd.
(Ordinary share)
Eleceram
Technology Co., Ltd.
(Ordinary share)
Subtotal
Foreign investments
Translink Capital
December 31,2020
$ 188
$ 373

21,476
21,849

32,141
$ 53,990
December 31,2019








$ 186
$ 383
15,143
15,526
33,244
$ 48,770
  • (1) The Group purchased NT$1,246,000 of foreign private funds in the Year 2019.

  • (2) The Group received back NT$ 696,000 for the return for capital reduction in the Year 2019.

  • (3) These investments in equity instruments are not held for trading. Instead, they are held for medium to long-term strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short -term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Group’s strategy of holding these investments for long-term purposes.

9. FINANCIAL ASSETS AT AMORTIZED COST

Current
Domestic investments
Time deposits with original
maturity dated over 3
months
Restricted Assets -trust
account
December 31,2020
$ 3,000
18,000
$ 21,000
December 31,2019 December 31,2019




$ 3,000
-
$ 3,000

As November 2, 2020, Tung Sheng Development Corporation signed the contract of the sale and purchase with the non-related party Li Tian 、 Development Co. Ltd for deposal of land and buildings on No. 488 -1 488-2、488-11、488-12、488-20, Linyi Section, Zhongzheng District, Taipei City. The total amount is NT$184,880,000 dollars and completed temporal transfer on January, 2021. Tung Sheng Development Corporation received $18,000,000 when contract signed. For the details of disposal, please refer the Note 25.

183

10.NOTES
RECEIVABLE,
TRADE
RECEIVABLES
RECEIVABLES
December 31,2020
Notes receivable
Notes receivables
$ 4,731
Note receivables-related parties
$ 961
Trade receivables
At amortized cost
Carrying amount -Non-Related
Parties
$ 51,392
Carrying amount-Related Parties
3,905
Less: Allowance for
impairment loss
(
535)
$ 54,762
Other receivables
$ 260
Other receivables-Related Parties
$ -
10.NOTES
RECEIVABLE,
TRADE
RECEIVABLES
RECEIVABLES
December 31,2020
Notes receivable
Notes receivables
$ 4,731
Note receivables-related parties
$ 961
Trade receivables
At amortized cost
Carrying amount -Non-Related
Parties
$ 51,392
Carrying amount-Related Parties
3,905
Less: Allowance for
impairment loss
(
535)
$ 54,762
Other receivables
$ 260
Other receivables-Related Parties
$ -
10.NOTES
RECEIVABLE,
TRADE
RECEIVABLES
RECEIVABLES
December 31,2020
Notes receivable
Notes receivables
$ 4,731
Note receivables-related parties
$ 961
Trade receivables
At amortized cost
Carrying amount -Non-Related
Parties
$ 51,392
Carrying amount-Related Parties
3,905
Less: Allowance for
impairment loss
(
535)
$ 54,762
Other receivables
$ 260
Other receivables-Related Parties
$ -
AND
OTHER
December 31,2019
$ 5,412
$ -
$ 72,011
3,805
(
992)
$ 74,824
$ 3,160
$ 10

RECEIVABLES
Notes receivable
Notes receivables
Note receivables-related parties
Trade receivables
At amortized cost
Carrying amount -Non-Related
Parties
Carrying amount-Related Parties
Less: Allowance for
impairment loss
Other receivables
Other receivables-Related Parties
December 31,2020
$ 4,731
$ 961
$ 51,392
3,905
(
535)
$ 54,762
$ 260
$ -



(


The Group applies the simplified approach prescribed by IFRS 9 to measure the loss allowance for trade receivables at an amount equal to lifetime ECLs. The expected credit losses on trade receivables are estimated using a provision matrix by reference to the past default experience with the respective debtors and an ana lysis of the debtors’ current financial positions , industrial economic atmosphere , and consider the industrial prospect. As the Group’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the loss allowance based on the past due status of receivables is not further distinguished according to different segments of the Group’s customer base.

The Group transfers a trade receivable to overdue receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the trade receivables are over 330 days past due. The Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in overdue receivable. For recognized in the loss allowance, the Group consider if there any collateral or guarantee of the overdue receivable.

The following table details the loss allowance of note receivables, trade receivables and overdue receivables:

December 31, 2020


Expected credit loss
rate

Gross carrying amount

Loss allowance
(lifetime ECLs)

Amortized cost
Not Past Due
Less than 90
Days

Less than 90
Days
91 to 180
Days
181 to 330
Days
More than 330
Days
Total
0.15~0.84%
$ 56,908
(
359)
$ 56,549



0~7.59%

$ 1,360

-

$ 1,360
5.29~10.59%
$ 469
(
40)
$ 429
9.59~15.6%
$ 693

(
101)

$ 592
11.73~100%
$ 1,559
(
35)
$ 1,524


(
$ 60,989

535)
$ 60,454

184

DECEMBER 31, 2019


Expected credit loss
rate
Gross carrying amount

Loss allowance
(lifetime ECLs)

Amortized cost
Not Past Due Not Past Due Less than 90
Days
91 to 180
Days
181 to 330
Days
More than 330
Days
More than 330
Days
Total

(
0~0.15%
$ 70,436

35)
$ 70,401
0.11~21.06%
$ 9,229

(
424)

$ 8,805
1.46~51.73%
$ 1,377
(
412)
$ 965


(
2.61~100%
$ 106


41)

$ 65


(
100%
$ 80
80)
$ -

(
$ 81,228

992)
$ 80,236

The movements of the loss allowance of trade receivables were as follows:

follows:
Balance at January 1
Add: Net remeasurement of loss
allowance
Less: Amounts written off
Less: Reversal revenue
Balance at December 31
December 31,2020
$ 992
-
(
147 )
(
310)
$ 535
December 31,2019
$ 365
1,042
(
415 )

-
$ 992

(
(
$ 365
1,042

415 )

-
$ 992

11. INVENTORIES

INVENTORIES
Raw materials
Supplies
Work-in-process
Finished goods and merchandise
Merchandise
Constructed land
Contracts in progress
Overhead Used in Construction
December 31,2020
$ 11,597
300
6,902
3,645

4,029

26,473
484,902
316

17,336

502,554
$ 529,027
December 31,2019
$ 15,063
378
8,942
7,487

11,588

43,458
484,551
316

18,018

502,885
$ 546,343





$ 15,063
378
8,942
7,487
11,588
43,458
484,551
316
18,018
502,885
$ 546,343

The allowance for inventory valuation losses for the years ended December 31, 2020 and 2019 was NT$32,245,000 and NT$43,874,000, respectively.

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2020 and 2019 was NT$100,808,000 and NT$152,567,000, respectively.

The purchase of inventory for constructed land, contracts in progress and overhead used in construction is primarily for the land, construction costs of future construction and construction projects which are still under development of Tung Sheng Development Corporation.

Part of constructed land is as collateral for financial institutions, please refer Note 32.

185

As November 2, 2020, Tung Sheng Development Corporation signed the contract of the sale and purchase with the non-related party Li Tian Development Co. Ltd for deposal of land and buildings Linyi Section, Zhongzheng District, Taipei City and completed temporal transfer on January, 2021. Please refer Note 34 for details.

186

12.SUBSIDIARIES

a) Subsidiaries included in consolidated financial statements The consolidated entities as of December 31, 2020 and 2019 were as follows:

I
n
v
e
s
t
o
r
EVERYSPRING
INDUSTRYN
CO.,
LTD







EVERSPRING
INDUSTRY (S) PTE
LTD.



Worldtrend Co., Ltd.


UNIINN TECHNOLOGY
CO., LTD


Dongguan Found Chain Iot
Co., Ltd

Ningbo
Guanglian
Electronics Co., Ltd.


Subsidiaries
EVERSPRING INDUSTRY (S) PTE LTD.
(”(S) EVERSPRING”)

Worldtrend Co., Ltd.
(” Worldtrend”)
EVERSPRING TECH USA, INC.(“USA
EVERSPRING”)

UNIINN TECHNOLOGY CO., LTD(”
UNIINN”)

AUSPISTEK CORPORATION(”
AUSPISTEK”)

PHASE ELECTRONICS (UK) LTD.(”
PHASE”)

Tung Sheng Development Corporation
(“Tung Sheng”)

DONGGUAN LI YUAN ELECTRONICSCO.,
LTD (“DONGGUANLIYUAN”)

NINGBO GUANGLIAN ELECTRONICS
CO., LTD
(” NINGBO GUANGLIAN”)

DONGGUAN FOUND CHIAN IOT CO.,LTD(”
DONGGUANFOUNDCHAIN”)

Tung Sheng Development Corporation(”
Tung Sheng”)

Hua Chen residential building management
and maintenance Co., Ltd(”Hua
Chen”)

Tung Sheng Development Corporation
(”Tung Sheng”)

Worldtrend Co., Ltd.
(“Worldtrend”)
Everspring Lubricant Co.,Ltd
(“Everspring Lubricant”)

Everspring Lubricant Co.,Ltd
(“Everspring Lubricant”)

DONGGUAN FOUND CHIAN IOT CO.,LTD
(“DONGGUANFOUNDCHAIN”)

Main business

Trading of burglar alarms and
accessories
Operate theburglar alarms, disaster
prevention and security
Trading of burglar alarms、lighting
control equipment and
accessories of burglar alarms
Investment in productive enterprise,
Securities Investment companies
and bank and insurance
Companies
Development and manufacturing of
light engine of projector
equipment
Trading of burglar alarms、lighting
control equipment and accessories of
burglar alarms
Development and leasing of
residential buildings and real
estate trading and leasing
Manufacture, reprocess and trade
of burglar alarm
Manufacture, reprocess and trade of
burglar alarm
R&D, Manufacture and trade of
intelligent security equipment
Development and leasing of
residential buildings and real
estate trading and leasing
Residential building management
and maintenance
Development and leasing of
residential buildings and real
estate trading and leasing
Operate theburglar alarms, disaster
prevention and security
Sales of lube, Imoort and export of
Dealer and Agent of different
product and technical
Sales of lube, Imoort and export of
Dealer and Agent of different
product and technical
R&D, Manufacture and trade of
intelligent security equipment
% o f O w n e r s h i p
Dec. 31,2019
100.00
95.36
94.55
100.00
100.00
100.00
27.88
100.00
100.00
-
6.34
100.00
65.78
4.64
-
100.00
100.00
Remark
Dec. 31,2020
100.00
95.36
94.55
100.00
-
100.00
27.88
100.00
100.00
100.00
6.34
100.00
65.78
4.64
100.00
-
-
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(12)
(7)
(10)
(7)
(2)
(11)
(11)
(12)

Note 1: EVERSPRING INDUSTRY (S) PTE LTD. (“(S) EVERSPRING”) was set up on May 30, 1993 and EVERSPRING’s percentage of ownership in (S) EVERSPRING is 100% as December 31, 2020. Note 2: Worldtrend Co., Ltd. (“Worldtrend”) was set up on June, 1997 and operated on July. EVERSPRING’s percentage of ownership in Worldtrend is 95.36% as December 31, 2020. And Uninn ’s percentage of ownership in Worldtrend was 4.64% since 2016. Thus, EVERSPRING’s direct or indirect percentage of ownership in Worldtrend is 100% as December 31, 2020.

Note 3: EVERSPRING TECH USA, INC. (“USA EVERSPRING”) was set up on January 27, 1998. EVERSPRING acquired 200 thousand shares of USA EVERSPRING with the claim USD $200 thousand dollars on March3, 2017. EVERSPRING’s percentage of ownership is 94.55% as December 31, 2020.

Note 4: Uninn Technology Co., Ltd. (“Uninn”) was set up on April 29, 2004 and originally named Uninn Internatio nal Investment Co. Ltd and changed its name as Uninn Technology Co., Ltd on March 3, 2017.

187

EVERSPRING’s percentage of ownership is 100% as December 31, 2020.

Note 5: Asupistek Corporation (“Asupistek”) was set up December 10, 2001. EVERSPRING merged Asupistek by absorption as December 1, 2010.

Note 6: PHASE ELECTRONICS (UK) LTD. (“PHASE”) was set up on July12, 2002. EVERSPRING’s percentage of ownership is 100% as December 31, 2020.

Note 7: Tung Sheng Development Corporation (“Tung Sheng”) was set up on June 29, 2007 and Uninn is the parent entity. The ultimate parent entity is EVERSPRING.

Note 8: Dongguan Li Yuan Electronics Co., Ltd. (“Dongguan Li Yuan”) was set up on September, 1992 and issued business license of legal entity in the same year. The valid period was from September 17, 1992 to September 16, 2022. (S) EVERSPRING is the parent entity which country of incorporation is Singapore and the amount of accumulated investment is RMB$123,922 thousand dollars. The ultimate parent entity is EVERSPRING and EVERSPRING’s direct or indirect percentage of ownership in Dongguan Li Yuan is 100% as December 31, 2020.

Based on the consideration of the Group's business and operational synergies in China, the board of directors of the Group resolved that selling 100% shareholding of Dongguan Li Yuan to non-related party Dongguan Huatang Yue Shan Investment Co., Ltd. On January 11, 2021, the board of directors of the Group passed the resolution to confirm the transaction amount of RMB 294 thousands dollars. The Group ha s completed the change of business license on January 18, 2021, received the amount on February, 2021. As December 31, 2020, the Group transfer all the assets and liabilities of Dongguan Li Yuan to “Noncurrent Assets Held for Sale” and “Liabilities related Non-current Assets Held for Sale”. Details please refer Note 13.

Note 9: Ningbo Guanglian Electronics Co., Ltd. (“Ningbo Guanglian”) was set up on April 27, 2005 and (S) EVERSPRING acquired 100% shares on October 15, 2008. The ultimate parent entity is E VERSPRING. Note 10: Hua Chen residential building management and maintenance Co., Ltd (“Hua Chen”) was set up on December 3, 2012 and the parent entity is Worldtrend and 100% ownership as December 31. 2020.

Note 11: Everspring Lubricant Co.,Ltd (“Everspring Lubricant”) was set up on January 6, 2013 and the original parent entity is Ningbo Guanglian. Ningbo Guanglian transfered 100% ownership to Dongguan Found Chain and completed the change of business license on December, 2020. Dongguan Found Chain’s percentage of ownership in Everspring Lubricant is 100% as December 31, 2020.

Note 12: Dongguan Found Chain Iot Co., Ltd (“Dongguan Found Chain”) was set up on March 29. 2020 and the parent entity is Ningbo Guanglian. As October 2020, Ningbo Guanglian transferred all shares to (S) EVERSPRING based on the Group’s strategy and reorganization. And completed the change of business license. (S) EVERSPRING ’s percentage of ownership in Dongguan Found Chain is 100% as December 31, 2020.

188

The Year 2019 of financial statements of PHASE ELECTRONICS (UK) LTD included in the consolidated financial statements was not audited by the auditor of Everspring, but was reviewed by other auditors. For Year 2020, since the capital and revenue of PHASE ELECTRONICS, USA EVERSPRING and Everspring Lubricant were not significant, their financial statements were not review by auditor. Everspring and (S) Everspring, Worldtrend and Dongguan Li Yuan which were material subsidiaries and other immaterial subsidiaries, their financial statements have been reviewed. The authority agrees that there is no significant impact for the aforementioned subsidiaries whose financial statements have not been reviewed.

  1. Non-current Assets and Liabilities Held for Sale
Non-current Assets and Liabilities Held for Sale Held for Sale
Non-current assets held for sale
Cash and cash equivalents
Account receivables
inventory
Other current assets
Property, plant and equipment
Rights of use assets
Liabitilites related to non-current
assets held for sale
Short-term loans
Account
payables
and
other
payables
December 31,2020





$ 26,147
8
193
347
286,225
22,162
$ 335,082
65,655
21,540
$ 87,195

The board of directors of the Group resolved that selling 100% shareholding of Dongguan Li Yuan to non-related party and the net value of assets is $247,887 thousand dollars as at December 31, 2020. The Group transfer all the assets and liabilities to “Non-current Assets Held for Sale” and “Liabilities related Non-current Assets Held for Sale”. Details please refer Note 12.

14.INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

(1) Investments in associates:

December 31, 2020 December 31, 2019 Material associates Medigen Biotechnology Corporation (“Medigen”) $ 453,913 $ 412,144

Material associates

Material associates
Name of Associate
Medigen
% of Ownership and Voting Rights Held by the
G
r
o
u
p
December 31,2020
11.94%
December 31,2019
12.58%

189

Refer to Table 3 “Information on Investees” for the nature of activities, principal place of business and country of incorporation of the associates.

The Medigen is listed as associate because Everspring is the relatively large shareholder and be two seats of director and it is significant influence on Medigen.

Investment was accounted for using the equity method and the share of profit (loss) of the investment was calculated based on financial statements which have been audited.

Fair values (Level 1) of investments in associates with available published price quotation are summarized as follows: Name of Associate December 31, 2020 December 31, 2019 MEDIGEN $ 982,484 $ 1,085,384

All the associates are accounted for using the equity method.

The Group’s share of profit and other comprehensive income of associates for the years ended December 31, 2020 and 2019 were based on the associates’ financial statements audited by independent auditors for the same period.

Medigen Biotechnology Co., Ltd. (Consolidated Financial Statement)

Current assets
Non-current assets
Current liabilities
Non-current liabilities
Equity
Non-controlling interests
Proportion of the Group’s ownership
Equity attributable to the Group
Accumulated impairment loss
Goodwill
Other adjustments
Carrying amount
Operating revenue
Net profit for the year
Other comprehensive income (loss)
Total comprehensive income for the
year
December 31,2020
$ 3,021,684
3,130,742
(
933,802 )
(
719,154)
4,499,470
(
2,684,052)
$ 1,815,418
December 31,2020
11.94%
$ 216,831
(
51,087 )
322,296
(
34,127)
$ 453,913
YEAR 2020
$ 615,541
( $ 337,923 )
(
24,430)
($ 362,353)
December 31,2020
$ 3,021,684
3,130,742
(
933,802 )
(
719,154)
4,499,470
(
2,684,052)
$ 1,815,418
December 31,2020
11.94%
$ 216,831
(
51,087 )
322,296
(
34,127)
$ 453,913
YEAR 2020
$ 615,541
( $ 337,923 )
(
24,430)
($ 362,353)
December 31,2019 December 31,2019 December 31,2019
$ 1,312,122
3,516,678
(
930,455 )
(
1,213,078)
2,685,267
(
1,324,158)
$ 1,361,109
December 31,2019

(
(

(
(
12.58%
$ 171,379

51,087 )
325,979
34,127)
$ 412,144
YEAR 2019

(
(
(

(

(
$ 552,345
$ 255,719 )
63,188
$ 192,531)

190

  • (2) The Group sold part of the Medigen’s share, the book value was $11,690 thousand and the selling price was $48,482 thousand dollars during year 2020. And the proportion of the calculation of the investments accounted for using the equity method and the share of profit or loss and other comprehensive income of the investments is $13,797 thousand dollars and the gain of the gain of disposal of investment is $50,589 thousand dollars.

  • (3) The Group sold part of the Medigen’s share, the book value was $7,672 thousand and the selling price was $40,119 thousand dollars during year 2019. And the proportion of the calculation of the investments accounted for using the equity method and the share of profit or loss and other comprehensive income of the investments is $11,505 thousand dollars and the gain of the gain of disposal investment is $43,952 thousand dollars.

15.PROPERTY, PLANT AND EQUIPMENT


Cost

Balance at January 1,
2019

Additions
Disposals
Re-classified
Net exchange difference
Balance at December
31, 2019

Accumulated
depreciation and
impairment

Balance at January 1,
2019

Disposals
Depreciation
Re-classified
Net exchange difference
Balance, December 31,
2019

Carrying amounts at
December 31, 2019

Cost

Balance at January 1,
2020

Additions
Disposals
Re-classified
Re-classified to Non-
current Assets Held for
Sale
Net exchange difference
Balance at December
31, 2020

Accumulated
depreciation and
impairment

Balance at January 1,
2020

Disposals
Depreciation
Re-classified
Re-classified to Non-
current Assets Held for
Sale
Net exchange difference
Balance, December 31,
2020

Carrying amounts at
December 31, 2020

Land

B

u i l d i n g

Machinery and
Equipment

Machinery and
Equipment

M
E

o l d i n g
qu ipm e n t
Transportation Transportation Office
equipment
O
e
t
h
e
r
qu ipm e n t
T O
T A
L



















$ 123,336

-
-

-
-

$ 123,336

$ -

-

-
-
-

$ -

$ 123,336

$ 123,336

-
-

-
-

-

$ 123,336

$ -

-

-
-
-

-

$ -

$ 123,336

(
(


(
(



(
(



(
(


$ 610,020

-

1,770 )
-

17,063)

$ 591,187

$ 220,129


1,770 )
15,981
-

5,675)

$ 228,665

$ 362,522

$ 591,187

252

5,945 )
-

449,229 )
7,389

$ 143,654

$ 228,665


5,945 )
14,977
-

163,769 )
5,126

$ 79,054

$ 64,600

(
(


(
(



(
(
(


(
(
(

$ 94,344

10,945

16,180 )
-

718)

$ 88,391

$ 55,861


15,414 )
14,525
-

742)

$ 54,230

$ 34,161

$ 88,391

11,077

26,599 )
35

2,001 )

1,222)

$ 69,681

$ 54,230


26,599 )
15,774
-

2,001 )

4,862)

$ 36,542

$ 33,139

(
(


(
(



(
(
(


(
(
(

$ 109,934

4,427

10,684 )
-

3,636)

$ 100,041

$ 94,062


10,514 )
4,993
-

3,062)

$ 85,479

$ 14,562

$ 100,041

483

71,224 )
-

4,996 )

2,328)

$ 21,976

$ 85,479


70,699 )
3,545
-

4,540 )

2,435)

$ 11,350

$ 10,626

(
(


(
(



(

(


(

(

$ 3,029

-

1,979 )
-


14)

$ 1,036

$ 2,072


1,635 )
310
-


8)

$ 739

$ 297

$ 1,036

717

104 )
-

-

89)

$ 1,560

$ 739


104 )
199
-

-


91)

$ 743

$ 817

(
(
(


(
(
(



(
(
(


(
(
(

$ 25,092

773

3,924 )

12 )

539)

$ 21,390

$ 22,083


3,910 )
1,169

11 )

531)

$ 18,800

$ 2,590

$ 21,390

147

13,941 )
-

924 )

238)

$ 6,434

$ 18,800


13,941 )
655
-

843 )

317)

$ 4,354

$ 2,080

(

(


(

(



(
(
(
(


(

(
(

$ 48,375

2,813

6,278 )

12

2,197)

$ 42,725

$ 40,254


6,209 )
1,150

11

1,274)

$ 33,932

$ 8,793

$ 42,725

20,195

31,583 )

35 )

822 )

1,974)

$ 28,506

$ 33,932


31,443 )
342

-

594 )

1,748)

$ 489

$ 28,017

(
(


(
(



(

(



(
(
(

$1,014,130
18,958

40,815 )
-

24,167)
$ 968,106
$ 434,461

39,452 )
38,128
-

11,292)
$ 421,845
$ 546,261
$ 968,106
32,871

149,396 )

-

457,972 )
1,538
$ 395,147
$ 421,845

148,731 )
35,492
-

171,747 )

4,327)
$ 132,532
$ 262,615

The depreciated are calculated on a straight -line basis over the following estimated useful lives:

Buildings

Main building of plant Electrical power plant

5 -50 years 7 -15years

191

Engineering system 8 -10years Machinery and Equipment Main production equipment 2 - 20years Handling equipment 4 -10years Molding equipment 2 - 5years Transportation 2 - 6 years Office equipment 1 - 5years

Property, plant and equipment pledged as collateral for bank borrowings are set out in Note 32.

16.LEASE ARRANGEMENTS

a. Right-of-use assets

December 31,2020 December 31,2020 December 31,2019 December 31,2019
Carrying amounts
Land $
-
$ 22,487
Buildings 4,328 16,130
Transportations 8,105 3,479
$ 12,433 $ 42,096
YEAR 2020 YEAR 2019
Depreciation of right-of-use
assets
Land $
698
$
711
Buildings 2,390 6,130
Transportations 3,238 3,357
$ 6,326 $ 10,198
ase liabilities
December 31,2020 December 31,2019
Carrying amount
Current $ 5,028 $ 4,325
Non-current $ 7,465 $ 15,429
Range of discount rate of lease liabilities is as follows:
December31,2020 December31,2019
Buildings 1.49%~1.86% 1.49%~1.86%
Transportations 1.49% 1.49%

b. Lease liabilities

  • c. Material lease-in activities and terms

The Group leases buildings and transportation equipment for operations purpose and the leases period is from 2019 to 2022. The Group does not have bargain purchase options to acquire the leased assets at the end of the lease terms. And sublease and transfer are not available.

Since January 21, 1998, Dongguan Li Yuan leased the government land in Hengli Town, Dongguan City. The lease term is 50years to January 21, 2048. Within this period, Dongguan Li Yuan has the right to use, sublease

192

or transfer. And at the end of the lease terms, Dongguan Li Yuan has the priority right for continue lease.

d. Other lease information

iority right for continue lease.
her lease information
Expenses relating to short-term
leases
Total cash outflow for leases
YEAR 2020
$ 2,675
($ 8,475)
YEAR 2019

(

(
$ 1,386
$ 11,112)

The Group’s leases of property, plant and equipment qualify as short - term leases. The Group has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.

17.INVESTMENT PROPERTIES

INVESTMENT PROPERTIES
December 31,2020
Completed investment properties
$ 270,471
COST
Balance at January 1, 2019
Disposals
Balance at December 31, 2019
ACCUMULATED DEPRECIATION AND
IMPAIRMENT
Balance at January 1, 2019
Disposals
Depreciation expense
Balance at December 31, 2019
COST
Balance at January 1, 2020
Disposals
Balance at December 31, 2020
ACCUMULATED DEPRECIATION AND
IMPAIRMENT
Balance at January 1, 2020
Disposals
Depreciation expense
Balance at December 31, 2020
December 31,2019
$ 276,275
C o m p l e t e d
i n v e s t m e n t
p r o p e r t i e s
$ 397,048

-
$ 397,048
( $ 114,969 )
-
(
5,804)
($ 120,773)
$ 397,048

-
$ 397,048
( $ 120,773 )
-
(
5,804)
($ 126,577)

The completed investment properties are depreciated under the straight - line method over their estimated useful lives of 45 to 50 years.

193

  • a) The fair values of the investment properties which are land and plant at Guishan District, Taoyuan City and Tucheng District, New Taipei City of the Group on December 31, 2020 and 2019 were $606,134,000 and $649,666,000, respectively. The fair value was not evaluated by independent qualified professional valuers. The valuation was arrived at by reference to the market evidence of transaction price for similar properties, and the fair value was measured by using Level 3 inputs. he fair value was made reference with market price of similar property because of no significant change of the property's price in these regions during 2019 and 2020.

  • b) The maturity analysis of lease payments receivable under operating leases of investment properties as of December 31, 2020 and 2019 is as follows:

ollows:
Year 1
Year 2
Year 3
Year 4
Year 5
December 31,2020
$ 5,840
4,081
2,537
-

-
$ 12,458
December 31,2019




$ 4,178
3,278
2,100
700

-
$ 10,256
  • c) All investment properties of the Group is its own equity. The investment properties pledged as collateral for bank borrowings are set out in Note 32.

18. OTHER INTANGIBLE ASSETS

OTHER INTANGIBLE ASSETS
DEC. 31,2020
OTHER INTANGIBLE ASSETS
$ 57,795
Cost
Balance at January 1, 2019
Additions
Disposals
Net exchange difference
Balance at December 31, 2019
Accumulated amortization and impairment
Balance at January 1, 2019
Amortization expenses
Disposals
Net exchange difference
Balance at December 31, 2019
DEC. 31,2019
$ 85,006
O
T
H
E
R
I N T A N G I B L E
A
S
S
E
T
S
$ 161,988
552
(
271 )
(
9)
$ 162,260
$ 48,538
28,876
(
151 )
(
9)
$ 77,254
OTHER
INTANGIBLE
ASSETS

194

COST
Balance at January 1, 2020

Additions
Disposals
(
Balance at December 31, 2020

Accumulated amortization and impairment
Balance at January 1, 2020

Amortization expenses
Disposals
(
Balance at December 31, 2020
$ 162,260
1,289
721)
$ 162,828
$ 77,254
28,077
298)
$ 105,033

The above items of intangible assets with finite useful lives are amortized on a straight-line basis over their useful lives as follows:

Patent 6-25 years
Computer software 5 years
Customer list 5 years

The Group will review the carrying amounts of its tangible and intangible assets to determine whenever there is an indication that the assets may be impaired.

19. OTHER ASSETS

OTHER ASSETS
Current
Prepayments of investment
Payment in advance and others
Non-current
Prepayments of equipment
Others
December 31,2020
$ -

16,943
$ 16,943
$ 240

1,187
$ 1,427
December 31,2019










$ 16,155
27,748
$ 43,903
$ -
232
$ 232

20.BORROWINGS

0.BORROWINGS
a. Short term loans
Secured borrowings(Note 32)
-Bank loans
Unsecured borrowings
-Other loans
December31,2020
$ 114,850

21,885
$ 136,735
December31,2019




$ 74,950
101,100
$ 176,050

195

The interest rates of bank loans were 1.20%-2.20% and 1.35%-2.20% as of December 31, 2020 and 2019, respectively.

As at December 31, 2020, the Group sell 100% of Dongguan Li Yuan ’s share to the unrelated party which provides borrowings RMB$ 20,000,000 dollars. Part of RMB$15,000,000 transferred to liabilities of non-current assets held for sale and other RMB$5,000,000 dollars transferred short term loans. Details please refer Note 12.

As at December 31, 2019, the Group sold 100% shares of Dongguan Li Yuan to the unrelated party. The unrelated party provides the loan which amount of RMB$20,00,000 dollars and other unrelated party provides the loan which amount of RMB$15,00,000 dollars. The above mention loan is listed as unsecured loans.

b. Long-term borrowings

Secured borrowings
(Note 32)
Pan Chiao
Farmers'
Association
Collateralised
borrowing

Pan Chiao
Farmers'
Association
Collateralised
borrowing

First Commercial
Bank
Collateralised
borrowing

Land bank of
Taiwan
Collateralised
borrowing

Bank of
Taiwan
Collateralised
borrowing

Less: Current
portion of
long-term
borrowings
Long-term bank
loans
Maturity
date
2019.12.16-
2024.12.16

2019.12.16-
2034.12.16

2019.12.20-
2024.12.20

2017.11.16-
2020.10.16

2020.04.15-
2023.04.14
Significant Covenant
Long-term
credit
loan,
principal
repayment at maturity,
from December16, 2019 to
December16, 2024, interest is monthly
basis
Long-term
credit
loan,
principal
repayment at maturity,
from December16, 2019 to
December16, 2034, interest is monthly
basis
Long-term
credit
loan,
principal
repayment at maturity,
from
December20,
2019
to
December20,
2024,
interest
is
monthly basis
Long-term
credit
loan,
principal
repayment at maturity,
from November 16, 2017 to October16,
2020, interest is monthly basis
Long-term
credit
loan,
principal
repayment at maturity,
from April15, 2020 to April14, 2023,
interest is monthly basis
Interest
rate
2.00%

2.00%
1.45%~
1.60%
1.74%
1.6406%



December 31,
2020

$ 84,000

14,000
48,352
-

31,111


177,463

(
25,160)

$ 152,303
December 31,
2019
December 31,
2019




(



(
$ 86,000
14,000
60,000
10,000
-
170,000

21,619)
$ 148,381

196

21.NOTES AND ACCOUNTS PAYABLES

NOTE PAYABLES
Note
payables -caused
by
operation
Account payables
Account payables - caused by
operation
December31,2020
$ 725
$ 7,240
December31,2019 December31,2019


$ 1,487
$ 34,876

The repayment period of accounts receivables is 90-120 days and interest free. Financial risk management policy to ensure all the repayment with in the credit period.

22.OTHER LIABILITIES

in the credit period.
OTHER LIABILITIES
OTHER ACCOUNT PAYABLES
SALARY PAYABLES
PAYABLES FOR VACATIONS
Remuneration
payable
to
employees and directors and
supervisors(subsidiaries)
BONUS PAYABLES
INSURANCE PAYABLES
PENSION PAYABLE
LABOR PAYABLE
INTEREST PAYABLE
OTHERS
Other current liabilities
Other current liabilities
Non-current
Guarantee Deposit
December 31,2020
$ 17,116
10,285
6,261
13,599
5,448
4,726
1,327
146

1,459
$ 60,367
$ 5,719
$ 7,768
December 31,2019








$ 26,019
11,607
5,353
13,293
6,181
4,658
1,193
152
12,125
$ 80,581
$ 4,954
$ 6,398

23.RETIREMENT BENEFIT PLANS

a. Defined contribution plans

  • EVERYSPRING, WORLDTREND, AUPISTEK and TUNG SHENG adopted a pension planunder the Labor Pension Act ( LPA), which is a state managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’individual pension accounts at 6% of monthly salaries and wages.

DONGGUAN LI YUAN and NINGBO GUANGLIAN and EVERY SPRING LUBRICANT adopted local pension and makes monthly contributions to employees’individual pension accounts

b. Defined benefit plans

197

The defined benefit plan adopted by EVERYSPRING and WORLDTREND in accordance with the Labor Standards Law is operated by the government of the ROC. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Company contributes amounts equal to 6.45% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Company assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Company is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Company has no right to influence the investment policy and strategy.

The amounts included in the consolidated balance sheets in respect of the Group ’s defined benefit plans were as follows:

The amounts included in the consolidated balance sheets in respect
of the Group ’s defined benefit plans were as follows:
sheets in respect
sheets in respect
sheets in respect
December 31,2020
December 31,2019
Present value of defined benefit
obligation
$ 10,194
$ 39,790
Fair value of plan assets
(
8,708)
(
40,259)
Net defined benefit liabilities
(assets)
$ 1,486
($ 469)
Movements in net defined benefit liabilities (assets) were as follows:
Present Value
of the Defined
Benefit
Obligation
Fair Value of
the Plan
Assets
Net Defined
Benefit
Liabilities
(Assets)
Balance at January 1, 2019
$ 37,972
($ 38,217)
($ 245)
Service cost
Current service cost
159
-
159
Net interest expense (income)

374
(
370)

4
Recognized in profit and loss

533
(
370)

163
December 31,2019
(


$ 245)

159
4
163

( to be continued in the next page )

198

( continued from previous page )

Remeasurement
Return on plan assets (excluding
amounts included in net interest)
Actuarial loss
-Changes in demographic
hypothesis
-changes in financial
assumptions
-experience adjustments

Recognized in other comprehensive
income

Contributions from the employer

Balance at December 31, 2019

Service cost
Current service cost
Net interest expense
(income)

Recognized in profit and loss
Remeasurement
Return on plan assets (excluding
amounts
included
in
net
interest)
Actuarial loss
-Changes in demographic
hypothesis

-changes in financial
assumptions
-experience adjustments

Recognized in other comprehensive
income

Contributions from the employer
Cancellation of old pension account

Balance at December 31, 2020
Present Value
of the Defined
Benefit
Obligation
-

254
993
38

1,285

-

39,790

37
82

119



95 )
812
199)

518

-
30,233)

$ 10,194
Fair Value of
the Plan
Assets

1,356 )
-
-
-

1,356)

316)

40,259)

-
69)

69)


261 )

-

-
-

261)


352 )
32,233

$ 8,708)
Net Defined
Benefit
Liabilities
(Assets)






(
(

(
(

(
(
(
(
(
(


(
(

(
(

(
(
(


(
(
(

(


1,356 )
254
993
38
71)
316)
469)
37
13
50

261 )

95 )
812
199)
257

352 )
2,000
$ 1,486

An analysis by function of the amounts recognized in profit or loss in respect of the defined benefit plans in accordance with the pension cost rate for the years ended December 31, 2020 and 2019 is as follows:

follows:
OPERATION COST
MARKETING COST
MANAGEMENT COST
YEAR 2020
$ 7
42

1
$ 50
YEAR 2019




$ 9
152

2
$ 163

Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the following risks:

a) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulat ions, the

199

return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.

  • b) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.

  • c) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

follows:
Discount rate(s)
Expected rate(s) of salary
increase
December31,2020
0.38%
1.00%
December31,2019
0.63%~0.85%
1.00%

If possible reasonable change in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:

(decrease) as follows:
Discount rate
0.5% increase
0.5% decrease
Expected rate(s) of salary increase
0.5% increase
0.5% decrease
December 31,2020
($ 854)
$ 943
$ 932
($ 853)
December 31,2019
(


(
(


(
$ 1,555)
$ 2,165
$ 2,145
$ 1,559)

The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Expected contributions to the
plan for the next year
Average duration of the defined
benefit obligation
December 31,2020
$ 315
18years
December 31,2019
$ 316
6~18years

200

24.EQUITY

  • a. Share capital Ordinary shares
UITY
are capital
Ordinary shares
Number of shares authorized (in
thousands)
Shares authorized
Number of shares issued and
fully paid (in thousands)
Shares issued
December 31,
2020

380,000
$ 3,800,000

214,021
$ 2,140,216
December 31,
2019






380,000
$ 3,800,000
214,021
$ 2,140,216

Ordinary shares issued have a par value of $10, carry one vote per share and carry the right to receive dividends.

  • b. Capital surplus
b. Capital surplus
May be used to offset a deficit,
distributed
as
cash
dividends, ortransferred to
share capital*
Conversion of bonds
Gain on disposal of assets
May be used to offset a deficit
only
Share of change in capital
surplus of associates
December 31,
2020
$ 219,420
424
234,986
$ 454,830
December 31,
2019




$ 219,420
424
165,822
$ 385,666
  • Such capital surplus may be used to offset a deficit; in addition, when the Bank has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and to once a year).

  • c. Retained earnings and dividend policy

Under the Group’s dividend policy as set forth in the Articles, where the Group made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as a legal reserve of 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Group’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders. For the policies on the distribution of employees’ compensation and remuneration of directors, refer to employees’ compensation and remuneration of directors in Note 26(6).

The appropriation of earnings mentioned above shall be retained by the board of directors in accordance with the changing operating environment,

201

operation and investment needs. When dividends are declared, cash dividends must be at least 20% of total dividends declared.

An appropriation of earnings to a legal reserve shall be made until the legal reserve equals the Group’s paid-in capital. The legal reserve may be used to offset deficits. If the Group has no deficit and the legal reserve has exceeded 25% of the Group’s paid-in capital, the excess may be transferred to capital or distributed in cash.

According to Order No. 1010012865 issued by the FSC, Order No. 1010047490 issued by the FSC, Order No. 1030006415 issued by the FSC and International Financial Reporting Standards and “Q&A on the application of the reference to the special reserve following adoption of IFRSs”, retained earnings should be appropriated to or reversed from a special reserve by the Group.

The loss off-setting for 2019 and 2018 had been approved in the shareholders’ meetings of the Group on June 16, 2020 and June 20, 2019, respectively.

The loss off-setting for 2020 are subject to the resolution of the shareholders’ meeting to be on June 24, 2021.

  • d. Other equity items

  • Exchange differences on translation of the financial statements of foreign

ss off-setting for 2020 are subject to the resolution of the shareholders’
g to be on June 24, 2021.
quity items
Exchange differences on translation of the financial statements of
foreign
areholders’
cial statements of
areholders’
cial statements of
December 31,
2020
December 31,
2019
Balance at January 1
( $ 40,372 )
( $ 27,564 )
Exchange differences arising on
translation of foreign operations
(
8,547 )
(
12,186 )
Share from associates accounted
for using
the equity method
(
55)
(
622)
Balance at December 31
($ 48,974)
($ 40,372)
Unrealized gain and loss of financial assets at FVTOCT
December 31,
2020
December 31,
2019
Balance at January 1
(
31,570 )
(
36,524 )
Recognized for the period
Unrealized gain and loss
Equity
instruments
5,222
2,315
Share from associates
accounted for using
the equity method
7,499
10,451
Cumulative unrealized gain of
equity
instruments
transferred
to
retained earnings

-
(
7,812)
Balance at December 31
($ 18,849)
($ 31,570)
December 31,
2019
(
(
(

36,524 )
2,315
10,451

7,812)
$ 31,570)
  1. Unrealized gain and loss of financial assets at FVTOCT

202

e. Non-controlling interests

on-controlling interests
Balance at January 1
Non-controlling interests
Revenue for current period
Exchange differences arising on
translation of foreige
operations
Balance at December 31
Year 2020
$ 220
55
13)
$ 262
Year 2019

(

(
$ 164
61

5)
$ 220

25.REVENUE

REVENUE
Revenue from contracts with
customers
sales revenue
service revenue
other operating revenue
Contract balances
Notes Receivables and Accounts
Receivables(note 10)
Contract liabilities -current
Sales of goods
Disposal of property(note
2)
Services
December 31,2020
$ 108,833
403,959
18,307
$ 531,099
December 31,2020
$ 60,454
$ 7,279
17,983
44,355
$ 69,617
December 31,2019
$ 164,400
430,472

26,411
$ 621,283
December 31,2019







$ 80,236
$ 9,210
-
46,594
$ 55,804

Note 1: Please refer the note 38 for information of department revenue.

Note 2: As November 2, 2020, Tung Sheng Development Corporation signed the contract of the sale and purchase with the non-related party Li Tian Development Co. Ltd for diposal of land and buildings on No. 488-1、488-2 、488-11、488-12、488-20, Linyi Section, Zhongzheng District, Taipei City. The total amount is NT$184,880,000 dollars and completed temporal transfer on January, 2021. According the contract, the schedule of collect money as the following:

  1. First installment: $36,000,000 dollars is the first installment; $18,000,000 dollars pay on contract signed and another $18,000 pay before the settlement of Land Value Increment Tax.

  2. Second installment: $144,000,000 dollars payment made by Li-Ten development corporate to trust account after point -of sale. 3. Third installment: $4,880,000 dollars payment made within 7 days after Li-Ten development co., Ltd. applies the return of deposit to the Taipei City Government.

As at December 31,2020, Tung Sheng’s trust account total

203

collected $18,000,000 dollars (include business tax) and $17,983,000 dollars (not include business tax) listed “Contract Liability”. Please refer note 34 for the disclosure of significant events after the reporting.

Note 3: For the contract is non-cancellable, there is no limitation of the Group to list the contract fee as account receivables and contract liabilities, or list to contract liabilities when received the fee.

  • 26.Net Loss for the Year

  • (1) Interest Income

t Loss for the Year
Interest Income
Bank Savings
Other Income
Dividend Income
Rental Income
Others
Other Profits and Losses
Disposal of Profits (Losses) of
Fixed Assets
Disposal of Profits of Financial
Asset
Mandatory Financial Assets
Measured at Fair Value
Through Profit and Loss
Disposal of Losses of
Intangible Assets
Disposal of Investment
Interests Using the Equity
Method
Mandatory Profit (Loss) of
Financial Assets Measured at
Fair Value Through Profit and
Loss
Net Foreign Currency
Exchange Losses
Depreciation of Investment
Property
Lease Modification Benefits
Others
2020
$ 1,157
2020
$ 92
6,945

19,193
$ 26,230
2020
$ 207
111,681
(
423 )
50,589
198,046
(
6,576 )
(
5,804 )
72
(
4,678)
$ 343,114
2019
$ 1,925
2019




$ 99
5,284
8,677
$ 14,060
2019
( $ 1,106 )
-
(
120 )
43,952
(
30,302 )
(
2,328 )
(
5,804 )
-
(
11,504)
($ 7,212)
  • (2) Other Income

  • (3) Other Profits and Losses

204

(4) Financial Costs
2020 2019
Interest on Bank Loans $ 4,768 $ 5,266
Interest on Lease Liabilities 175 385
$ 4,943 $ 5,651
(5) Depreciation and Amortization
(4) Financial Costs
Interest on Bank Loans
Interest on Lease Liabilities
(5) Depreciation and Amortization
2020
$ 4,768
175
$ 4,943
2019




$ 5,266
385
$ 5,651
Fixed Assets

Investment Property
Right-of-use Assets
Other Intangible Assets

Total

Depreciation Expenses
Summarized by Function
Operating Costs

Operating Expenses
Other Profits & Losses


Amortization Expenses
Summarized by Function
Operating Costs

Operating Expenses


(6) Expenses of Employee’s Benefits
Post-retirement Benefits (Note
23)
Confirmed Distribution
Plan

Confirmed Welfare Plan

Pension Benefits

Other Employee’s Benefits
Salary Expenses

Labor and Health
Insurance Expenses
Others


Total Expenses of
Employee’s Benefits

Summary by Function
Operating Costs

Operating Expenses

2020
$ 35,492
5,804
6,326
28,077
$ 75,699
2020
$ 22,572
19,246
5,804
$ 47,622
$ 26,872
1,205
$ 28,077
2020
$ 17,806
50
17,856
324,100
34,091
14,686
372,877
$ 390,733
$ 248,648
142,085
$ 390,733
2019




$ 38,128
5,804
10,198
28,876
$ 83,006
2019





$ 24,343
23,983
5,804
$ 54,130
$ 27,327
1,549
$ 28,876
2019


















$ 18,719
163
18,882
346,151
38,856
16,832
401,839
$ 420,721
$ 263,084
157,637
$ 420,721

205

Everspring respectively uses 3.75% to 12% and no more than 3% of the benefits before tax of the current year before deducting the distribution of employees and directors and supervisors, to provide employees’ remuneration and directors and supervisors' remuneration. Since 2020 and 2019 are accumulated losses, the remuneration of employees and the remuneration of directors and supervisors are not estimated.

If there are any amount changes after the date of pu blication of the annual consolidated financial statements, it will be treated as the changes in accounting estimates and adjusted to account in the next year. The relevant information regarding the employees and directors ’ remuneration resolved by The Group’s board of directors, please go to the “Market Observation Post System” of Taiwan Stock Exchange for inquiries.

206

27. Income Taxes

(1) Income Tax Recognized in Profit or Loss

The main components of income tax expenses are as follows

The main components of in com e tax expenses are as f ollows
Current Tax
Current Generated
Deferred Tax
Current Generated
Income Tax Recognized in
Profit or Loss
2020
$ 8,763

1,816)
$ 6,947
2019

(

(
$ 4,315

995)
$ 3,320

The adjustments of accounting income and current income tax expenses are as follows

expenses are as follows
2020 2019
Net Profit (Loss) before Tax $ 202,270 ( $ 177,285)
The Income Tax Expenses of
Net Profit (loss) before Tax
Calculated at the Statutory Tax
Rate $ 40,454 $
-
Income not Recognized in Tax ( 10,060 ) -
Non-deductible Expenses on
Tax 977 5,409
Securities Trading Income ( 19,745 ) ( 8,336 )
Unrecognized Deductible
Temporary Differences ( 7,463 ) 5,776
Basic Income Tax 6,884 2,411
Tax-free Income ( 4,672 ) ( 16 )
Deduction for Unrecognized
Losses 572 ( 3,792 )
The Number of Effects of
Different Tax Rates Applicable
to the Consolidated Entity - 1,868
Income Tax Expense
Recognized in Profit and Loss $
6,947
$
3,320

The applicable tax rate for subsidiaries in China is 25%; the tax amount incurred in other jurisdictions is calculated based on the tax rate applicable to each relevant jurisdiction.

Since the status of the earnings distribution at the 2020 shareholders’ meeting is still uncertain, the potential income tax consequences of 5% income tax on undistributed earnings in 2019 cannot be determined reliably.

(2) Assets and Liabilities of Current Tax

Assets of Current Tax
Tax Refund Receivable
Liabilities of Current Tax
Income Tax Payable
December31,2020
$ -
$ 10,511
December31,2019 December31,2019


$ 254
$ 4,238

207

(3) Assets and Liabilities of Deferred Tax The adjustments of the assets and liabilities of deferred tax are as follows

2020

follows
2020
Assets of Deferred Tax
Temporary Differences
Allowance for Bad Debts
Unrealized Exchange Profits
and Losses
Unrealized Gross Profit
Investment Profits and
Losses Recognized by the
Equity Method
Unrealized Compensation
for Losses
Liabilities of Deferred Tax
Temporary Differences
Unrealized Gross Profit
Accrued Pension Liabilities
2019
Assets of Deferred Tax
Temporary Differences
Allowance for Bad Debts
Unrealized Exchange Profits
and Losses
Unrealized Gross Profit
Investment Profits and
Losses Recognized by the
Equity Method
Unrealized Compensation
for Losses
Liabilities of Deferred Tax
Temporary Differences
Unrealized Exchange Profits
and Losses
Unrealized Gross Profit
Accrued Pension Liabilities
OpeningBalance
$ 5,756
570
-
74,174

714
$ 81,214
$ 8


519
$ 527
OpeningBalance
$ 5,786
-
104
74,174

714
$ 80,778
$ 537
-


549
$ 1,086
Recognized in
Profit and Loss
( $ 116 )
(
118 )
1,523
-
-

-
$ 1,289
( $ 8 )
(
519)
($ 527)
Recognized in
Profit and Loss
( $ 30 )
570
(
104 )
-

-
$ 436
( $ 537 )
8
(
30)
($ 559)
ClosingBalance
$ 5,640
452

1,523
74,174

714
$ 82,503
$ -

-
$ -
ClosingBalance






(
(


(
(
(





$ 5,756
570
-
74,174
714
$ 81,214
$ -
8
519
$ 527

208

  • (4) Income Tax Verification Status

Over the years, the settlement and declaration cases of the profit - seeking enterprise income tax of Everspring Industry, Worldtrend Co., UNIINN Technology, AUSPISTEK Corp., Tung Sheng Development and Huachen Company have been reviewed by the tax collection agency until 2018. EVERSPRING TECH USA, INC., EVERSPRING INDUSTRY (S) PTE LTD. and PHASE ELECTRONICS calculate income tax expenses in accordance with the local tax laws of the United States, Singapore and the United Kingdom respectively, and paid the profit-seeking enterprise income tax. Since EVERSPRING INDUSTRY (S) PTE LTD. and PHASE ELECTRONICS all have tax losses in the current year, there were no relevant income tax expenses in 2020. As of December 31, 2020, in accordance with the provisions of the "The People Republic of China Foreign Investment Enterprise and Foreign Enterprise Income Tax Act", DONGGUAN LI YUAN ELECTRONICS CO., LTD., Dongguan Found Chain IOT CO., LTD . and NINGBO GUANGLIAN ELECTRONICS CO., LTD. all have accumulated losses, so there were no relevant income tax expenses in 2020.

28.Earnings Per Share Losses

Used to calculate the loss per share and the weighted average number of ordinary shares are as follows

Net Profit (Loss) for the Year

Net Profit (Loss) for the Year
Net Loss Attributable to the
Owners of the Company
The Impact of Diluting Potential
Ordinary Shares:
Employees’ Remuneration
Used to Calculate the Losses of
Diluted Earnings (Losses) per
Share
Number of Shares
The Weighted Average Number of
Ordinary Shares Used to Calculate
the Basic Earnings (Losses) per
Share
The Impact of Diluting Potential
Ordinary Shares:
Employees’ Remuneration
The Weighted Average Number of
Ordinary Shares Used to Calculate
the Diluted Earnings (Losses) per
Share
2020
2019
$ 195,268
( $ 180,666 )
-

-
$ 195,268
($ 180,666)
UnitIn Thousands of Shares
2020
2019
214,021
214,021
-

-
214,021
214,021




209

If The Group chooses to distribute employees’ remuneration in stocks or cash, when calculating the diluted earnings per share, it is assumed that employees’ remuneration will be distributed in stocks, and when the potential ordinary stock has a diluting effect, it is included in the weighted average number of outstanding shares to calculate diluted earnings per share. When calculating the diluted earnings per share before the shareholders' meeting in the following year decides on the number of shares to be distributed for employees’ remuneration, the dilution effect of these potential ordinary shares will also be considered.

210

29. Capital Risk Management

The Group conducts capital management to ensure that the companies in the group can be under the premise of continuous operation and maximize shareholder compensation by optimizing the balance of debt and equity.

The capital structure of The Group is composed of the debts of The Group (i.e. borrowings minus cash and cash equivalents) and the equity attributable to the owners of The Group (i.e. capital stock, capital reserves, retained earnings and other equity items).

The Group does not have to comply with other external capital requirements.

30. Financial Instrument

  • (1) Fair value information – financial instruments not measured at fair value

The management of The Group believes that the carrying amount of financial assets and financial liabilities that are not measured by fair value approaches their fair value.

  • (2) Fair value information – financial instruments measured at fair value

  • Fair Value Hierarchy

December 31, 2020

Fair Value Hierarchy
December 31, 2020
Financial assets measured at
fair value through profit and
loss
Domestic Listed (OTC) Stocks
Fund Beneficiary Certificate

Total

Financial assets measured at
fair value through other
comprehensive income and
losses
Domestic Listed (OTC) Stocks
Domestic Unlisted (Un-OTC)
Stocks
Foreign Unlisted (Un-OTC)
Stocks

Total

December 31, 2019
Financial Assets Measured at
Fair Value Through Profit and
Loss
Domestic Listed (OTC) Stocks
Fund Beneficiary Certificate

Total

Financial Assets Measured at
Fair Value Through Other
Comprehensive Income and
Losses
Domestic Listed (OTC) Stocks
Domestic Unlisted (Un-OTC)
Stocks
Foreign Unlisted (Un-OTC)
Stocks

Total
Level 1
$ 388,299

-

$ 388,299

$ 188
-

-

$ 188

Level 1
$ 115,126

-

$ 115,126

$ 186
-

-

$ 186
Level 2
$ -

-

$ -

$ -

-

-

$ -

Level 2
$ -

-

$ -

$ -

-

-

$ -
Level 3
$ -

991

$ 991

$ -

21,849

32,141

$ 53,990

Level 3
$ -

1,632

$ 1,632

$ -

15,526

33,244

$ 48,770
Total























$ 388,299

991
$ 389,290
$ 188

21,849

32,141
$ 54,178
Total























$ 115,126

1,632
$ 116,758
$ 186

15,526

33,244
$ 48,956

211

In 2020 and 2019, there were no transfers of fair value measurement between level 1 and level 2.

  1. Reconciliation of Financial Assets Measured by Level 3 Fair Value 2020
2020

Opening Balance
Recognized in Profit and Loss
(other Profits and Losses)
Recognized in Other
Comprehensive Income and
Losses (Unrealized Profits and
Losses of Financial Assets
Measured at Fair Value Through
Other Comprehensive Income
and Losses)
Capital Reduction and Refund of
Shares
Closing Balance
2019

Opening Balance
Recognized in Profit and Loss
(other Profits and Losses)
Recognized in Other
Comprehensive Income and
Losses (Unrealized Profits and
Losses of Financial Assets
Measured at Fair Value Through
Other Comprehensive Income
and Losses)
Purchases
Capital Reduction and Refund of
Shares
Closing Balance
Measured at Fair
Value Through
Profit and Loss
EquityInstrument
$ 1,632
(
515 )
-
(
126)
$ 991
Measured at Fair
Value Through
Profit and Loss
EquityInstrument
$ 5,677
(
4,045 )
-

-
$ 1,632
Financial Assets
Measured at fair
Value Through
Other
Comprehensive
Income and Losses
EquityInstrument
$ 48,770
-
5,220

-
$ 53,990
Financial Assets
Measured at fair
Value Through
Other
Comprehensive
Income and Losses
EquityInstrument

(
$ 45,402
-
2,818
1,246

696)
$ 48,770

212

  1. Evaluation Technology and Input Value for Level 3 Fair Value Measurement

The fair value estimation of financial assets measured at fair value through other comprehensive income and losses is based on the analysis of the investee’s financial status and operating results, with reference to companies with similar businesses, their stock quotes in active markets, and the value multiplier implied by such prices and related transaction information. Considering the difference between the evaluation target and the comparable target, use an appropriate multiplier to estimate the value of the evaluation target.

  • (3) Categories of Financial Instruments
Financial Assets
Measured at Fair Value
Through Profit and Loss
Mandatory to Measure at
Fair Value Through Profit
and Loss
Financial Assets Measured at
Amortized Cost (Note 1)
Financial Assets Measured at
Fair Value Through Other
Comprehensive Income and
Losses
Investment of Equity
Instrument
Financial Liabilities
Measured at Amortized Cost
(Note 2)
December 31,2020
$ 389,290
453,089
54,178
382,530
December 31,2019
$ 116,758
436,047
48,956
468,273

Note 1 The balance includes the financial assets measured at amortized cost such as cash and cash equivalents, notes receivable, notes receivable – related parties, accounts receivable, accounts receivable – related parties, other receivables, other receivables – related parties and the time deposits of the original due date over 3 months, etc.

  • Note 2 The balance includes the financial liabilities measured at amortized cost such as short-term loans, notes payable, accounts payable, other payables, other payables – related parties, long-term loans due date within one year and long-term loans, etc.

  • (4) Objectives and Policies of Financial Risk Management

The main financial instruments of The Group include equity investment, note receivable, notes receivable – related parties, accounts receivable, accounts receivable – related parties, other receivables, other receivables – related parties, notes payable, accounts payable, accounts payable – related parties, other payables and loans. The Company's financial management department provides services for various business units, overall plans and coordinates access to operate

213

domestic and international financial market, and supervises and manages financial risks related to the Company's operations by analyzing internal risk reports based on the degree and breadth of risk. These risks include market risks (including exchange rate risk and interest rate risk), credit risk and liquidity risk.

The financial management department reports quarterly to the board of directors of The Group. The board of directors is responsible for overseeing risks and implementing the policies to reduce risks. 1. Market Risk

The operating activities of The Group make The Group bear the main financial risks that are the risk of changes in foreign currency exchange rates (see below (1)) and the risk of changes in interest rates (see below (2)).

The Group’s risks related to market risks of financial instruments and their management and measurement methods have not changed.

  • (i) Currency Risk

Several subsidiaries of The Group are engaged in sales and purchase transactions denominated in foreign currencies. As a result, The Group has the risk of exchange rate changes. The carrying amounts of monetary assets and monetary liabilities of The Group that are not denominated in functional currencies at the balance sheet date are detailed in Note 36. Sensitivity Analysis

The Group is mainly affected by fluctuations in the exchange rate of the U.S. dollar.

The following table details the sensitivity analysis of The Group when the exchange rate of the New Taiwan Dollar (functional currency) to each relevant foreign currency increases and decreases by 1%. 1% is the sensitivity rate used when reporting exchange rate risks to the key management within the group, and also represents the management's evaluation of the reasonably possible range of changes in foreign currency exchange rates. The sensitivity analysis only includes monetary items in foreign currencies in circulation and forward foreign exchange contracts designated as cash flow hedging, and the conversion at the end of the period is adjusted with 1% of the exchange rate change. The scope of sensitivity analysis includes external loans and borrowings that are not denominated in the functional currency of the creditors or the borrowers.

Profits and Losses ImpactofU.S.Dollars ImpactofU.S.Dollars
2020
$ 741 (i)
2019
$ 737 (i)
  • (i) Mainly derived from the USD-denominated receivables and payables of The Group that are still in circulation on the balance sheet date and have not conducted cash flow hedging.

  • (2) Interest Rate Risk

214

Due to the entities in The Group borrow funds at fixed and floating interest rates at the same time, interest rate risk is incurred. The Group manages interest rate risk by maintaining an appropriate combination of fixed and floating interest rates.

The carrying amounts of The Group's financial assets and financial liabilities subject to interest rate risk on the balance sheet date are as follows


With Fair Value Interest
Rate Risk
Financial Assets
Financial Liabilities
With Cash Flow Interest
Rate Risk
Financial Assets
Financial Liabilities
December31,2020
$ 77,582
177,463
312,745
114,850
December31,2019
$ 72,469
170,000
277,660
74,950

Sensitivity Analysis

The sensitivity analysis below is determined based on the interest rate risk of derivative and non-derivative instruments on the balance sheet date. For floating-rate liabilities, the analysis method is based on the assumption that the amount of liabilities outstanding on the balance sheet date is in circulation during the reporting period. The rate of change used when reporting interest rates to the key management within the group is an increase or decrease of 0.25%, which also represents management's evaluation of the reasonably possible range of changes in interest rates.

If the interest rate increases/decreases by 0.25% and all other variables remain unchanged, The Group’s net loss before tax for 2020 and 2019 will decrease/increase by NT$494 thousand and NT$507 thousand, mainly due to the part of risk of interest rate changes caused by bank deposits and bank borrowings of The Group’s floating interest rate calculation.

(3) Other Price Risks

Financial assets – current equity investments available for sale held by The Group are held for trading. The Group incurs the equity price risk due to the listed (OTC) equity securities investment. The equity price risk of The Group is mainly concentrated on the equity instruments of the ROC Stock Exchange. The equity price risk of The Group is still under the control of the management.

Sensitivity Analysis

The sensitivity analysis below is based on the equit y price risk on the balance sheet date.

If the equity price increases/decreases by 1%, the 2020 profits (losses) before tax will increase/decrease by NT$3,893 thousand due to the changes in the fair value of financial

215

assets measured at fair value through profit and loss. The 2020 other comprehensive income and losses before tax will increase/decrease by NT$542 thousand due to changes in the fair value of financial assets measured at fair value through other comprehensive income and losses.

If the equity price increases/decreases by 1%, the 201 9 profits (losses) before tax will increase/decrease by NT$1,168 thousand due to the changes in the fair value of financial assets measured at fair value through profit and loss. The 2019 other comprehensive income and losses before tax will increase/decrease by NT$490 thousand due to changes in the fair value of financial assets measured at fair value through other comprehensive income and losses.

  1. Credit Risk

Credit risk refers to the risk that the counterparty of the transaction defaults on contractual obligations and causes financial losses to The Group. As of the balance sheet date, the maximum credit risk of The Group that may be due to the counterparty's failure to perform obligations is mainly derived from the carrying amount of financial assets recognized in the consolidated balance sheet.

The policy adopted by The Group is to only trade with reputable objects and obtain sufficient guarantees when necessary to reduce the risk of financial losses due to defaults. The Group only deals with the companies whose ratings are equal to or higher than the investment level. Such information is provided by independent rating agencies; if such information is not available, The Group will use other publicly available financial information and mutual transaction records to rate the major customers. The Group continues to monitor the credit risk and the credit rating of the counterparty, spreads the total transaction amounts to the customers with qualified credit ratings, and controls the credit risk through the counterparty credit limit that is reviewed and approved by the board of directors every year.

In order to reduce the credit risk, the management of The Group assigns a dedicated team to be responsible for the determination of credit limits, credit approval and other monitoring procedures to ensure that appropriate actions have been taken in the recovery of overdue receivables. In addition, The Group will review the recoverable amounts of receivables one by one on the balance sheet date to ensure that the appropriate impairment losses have been listed for the unrecoverable receivables. Accordingly, the management of The Group believes that the credit risk of The Group has been significantly reduced. The credit risk of The Group is mainly concentrated on the top three customers of The Group. As of December 31, 2020 and 2019, the ratio of total accounts receivables from the aforementioned customers were 24% and 17% respectively. 3. Liquidity Risk

216

The Group manages and maintains sufficient cash and cash equivalents to support the group's operations and reduce the impact of cash flow fluctuations. The management of The Group supervises the use status of the bank’s financing lines and ensures compliance with the terms of the loan contract.

(1) Liquidity and Interest Rate Risk Table of Non-derivative Financial Liabilities

The remaining contract maturity analysis of nonderivative financial liabilities is based on the earliest date that The Group may be required to repay, and is compiled based on the undiscounted cash flows of the financial liabilities (including principal and estimated interest).

Therefore, the bank loans that the Company can be required to repay immediately are within the earliest period in the table below, regardless of the probability of the bank immediately executing the right; the maturity analysis of other non-derivative financial liabilities is compiled in accordance with the agreed repayment date.

For interest cash flows paid at floating interest rates, the undiscounted interest amount is derived from the yield curve on the balance sheet date.

December 31, 2020

Pay on
Demand or
Less Than 1
Month

Non-derivative
Financial
Liabilities
Lease Liability
$ -
Floating Interest
Rate Instruments
30,000
Fixed Interest Rate
Instruments

-

$ 30,000

December 31, 2019
Pay on
Demand or
Less Than 1
Month

Non-derivative
Financial
Liabilities
Lease Liability
$ -
Floating Interest
Rate Instruments
-
Fixed Interest
Rate Instruments

-

$ -
Pay on
Demand or
Less Than 1
Month
1 to 3 Months 1 to 3 Months
3 Months to 1
Year

3 Months to 1
Year
1 to 5 Years More Than 5
Years
More Than 5
Years
$ 1,371

-

-

$ 1,371

1 to 3 Months
$ 3,657

173,078

26,004

$ 202,739


3 Months to 1
Year



$ 5,995

-
164,695

$ 170,690

1 to 5 Years
$ 1,470

-

-
$ 1,470
More Than 5
Years


$ -
-
-

$ -



$ 1,320

100
-

$ 1,420



$ 3,005

177,590
22,617

$ 203,212



$ 10,954

-
164,961

$ 175,915



$ 4,475

-
-
$ 4,475

The amount of floating interest rate instruments for the aforementioned non-derivative financial assets and liabilities will be changed due to the difference between the floating interest rate and the interest rate estimated on the balance sheet date.

(2) Financing Line

217


Unused Guaranteed Bank
Loan Line
Used Amount
Unused Amount
December 31,2020
$ 292,313
262,538
$ 554,851
December 31,2019 December 31,2019




$ 244,950
420,900
$ 665,850

31.Transactions with Related Parties

The transactions, account balances, income and expenses between the Company and its subsidiaries (which are related parties of the Company) are all eliminated at the time of the consolidation, so they are not disclosed in this note. The transactions between The Group and other related parties are as follows.

  • (1) Name and Relations of Related Parties
e as follows.
Name and Relations of Related Parties
Name of Related Parties
Medigen Biotechnology Corporation
(Referred to as Medigen Biotech Co.)
Medigen Vaccine Biologics Corporation
(Referred to as Medigen Vaccine)
Tong Chuang Construction and
Development Co., Ltd. (Referred to as
Tong Chuang Co.)
Tong Neng Development and Construction
Co., Ltd. (Referred to as Tong Neng Co.)
Shiu Chai Investment Corp. (Referred to as
Shiu Chai Co.)
Chang Tse Ling
Relations with The Group
Affiliated Company
Other Affiliated Company
Other Affiliated Company
Other Affiliated Company
Other Affiliated Company
Chairman of the Company
  • (2) Major Transactions with Related Parties

1. Labor Income

Labor Income
Name of Related Parties
Affiliated Company
Other Affiliated Company
2020
$ 252
1,004
$ 1,256
2019




$ 243
926
$ 1,169

There are no major differences for the services such as the prices charged and payment transaction conditions provided between the related parties and the general manufacturers.

218

  1. Other Operating Revenues
Other Operating Revenues
Name of Related Parties
Affiliated Company
Other Affiliated Company
Tong Chuang Co.
Medigen Vaccine
2020
$ 12
2,330
52
$ 2,382
2019




$ 19
6,546
23
$ 6,588

There are no major differences between the sales prices and payment transaction conditions from the general manufacturers.

  1. Rental Expenses

==> picture [398 x 26] intentionally omitted <==

The lease contract between the Company and other affiliated companies is to negotiate the rents with reference to the market conditions, and to calculate and pay the rents on a monthly basis. (3) Accounts Receivable from the Related Parties (Excluding Loans to Related Parties)

Related Parties)
Account Item
Accounts
Receivable


Other Accounts
Receivable

Category of Related
Parties
Other Affiliated
Company

Tong Chuang Co.

Other Affiliated
Company

Tong Chuang Co.
December 31,
2020


$ 3,905



$ -
December 31,
2019






$ 3,805
$ 10

No guarantee is received for the outstanding accounts receivable from related parties.

  • (4) Accounts Payable to Related Parties (Including Borrowings from Related Parties)

==> picture [412 x 68] intentionally omitted <==

The balances of the outstanding accounts payable to related parties are not guaranteed; in addition, the borrowings of The Group from related parties are the interest-free loans.

219

(5) Obtain Financial Assets 2020

2020
Category of
RelatedParties
Related
Parities
Participating
in the Bidding
Auction
Account Item Way of
Obtaining
Cash
Capital
Increase
Same as
Above
Same as
Above
Number of
Shares
Traded
Transactio
nSubject
Stock

Same as
Above
Same as
Above

The Price
Obtained
Other Affiliated
Company
Medigen
Vaccine

Medigen
Vaccine

Medigen
Vaccine
Everspring

Worldtrend
UNIINN
Financial Assets
Measured at Fair
Value Through
Profit and Loss
Same as Above
Same as Above
658
900
63


$ 52,584
72,000

5,061
$ 129,645

2019

2019
Category of
RelatedParties
Related
Parities
Participating
in the Bidding
Auction
Account Item Way of
Obtaining

Cash
Capital
Increase
Same as
Above
Number of
Shares
Traded
Transaction
Subject
The Price
Obtained
Other Affiliated
Company
Medigen
Vaccine

Medigen
Vaccine
Everspring

Worldtrend
Prepaid Investment
Same as Above
560
62
Stock

Stock



$ 14,555
1,600
$ 16,155

(6) Reward for Key Management

The total remuneration for directors and other key management in 2020 and 2019 is as follows

2020 and 2019 is as follows
Short-term Employee Benefits 2020
$ 9,022
2019
$ 7,381

(7) Other Related Party Transactions

As of December 31, 2020 and 2019, The Group’s long- and shortterm bank’s borrowings are all jointly guaranteed by Chang Tse Ling, Kao Yun Hwa and Huang Tzu Liang.

32. Pledged Assets

The following assets of The Group have been provided as collateral for bank's borrowings

for bank's borrowings
Inventory – Land for Construction
Property, Plant and Equipment,
and Investment Property
Land
Building
December 31,2020
$ 282,953
183,861
135,369
$ 602,183
December 31,2019






$ 282,616
183,861
141,448
$ 607,925

220

  1. Significant Contingent Liabilities and Unrecognized Commitments EVERSPRING INDUSTRY CO., LTD entrusted Pegatron Corporation (referred to as "Pegatron Company") to produce multimedia audio -visual equipment. However, Pegatron Company requested the EVERSPRING INDUSTRY CO., LTD to pay the amount stated on the notice minus the amount of materials sold by Pegatron Company with the "Consignment Production Preparation Material Notice" that was not signed by both parties. As the two parties had disputes over the validity of t he dispute preparation material notice, Pegatron Company requested the New Taipei District Court for EVERSPRING INDUSTRY CO., LTD to pay US$164,793.67. This case is currently being heard by the New Taipei District Court in the second instance and has not yet been concluded, so the final possible loss amount is still difficult to estimate.

  2. 34.Significant Post -Period Items

  3. (1) Based on the comprehensive effect of the group operations and the strategic considerations of the operations in China, the board of directors of EVERSPRING INDUSTRY CO., LTD passed the resolution on December 26, 2018 to sell 100% equity of Dongguan Li Yuan Electronics Co., Ltd. held by Everspring Industry (S) Pte Ltd. to a nonrelated party, Dongguan Huatang Yue Shan Investment Co., Ltd. and the board of directors of EVERSPRING INDUSTRY CO., LTD passed the resolution on January 11, 2021 to confirm the transaction amount of RMB 294,000 thousand. The Company has completed the registration of the change of the business license on January 18, 2021, and will collect the price amounts in February 2021, and the two parties have agreed to hand over on February 28, 2021.

  4. (2) On November 2, 2020, Tung Sheng Company signed a sale contract with non-related party, Litian Development Co., Ltd. to dispo se of the land and the above-ground buildings in a small section of Linyi Section, Zhongzheng District, Taipei, held by Tung Sheng Company, with a total of NT$184,880 thousand, and the transfer will be completed in January 2021.

  5. 35.Other Items

  6. (1) The Company evaluated that the global pandemic of COVID-19 did not have a significant impact on the Company's ability to continue operations, asset impairment, and financing risks, etc.

  7. (2) On November 11, 2020, the board of directors of EVERSPRING INDUSTRY CO., LTD passed the resolution to merge AUSPISTEK Corporation to improve the Company’s operating efficiency and the integration of the group’s brand, and in the same resolution of the board of directors that the base date of the merger was December 1, 2020. Due to AUSPISTEK Corporation is a 100%-owned subsidiary of EVERSPRING INDUSTRY CO., LTD, in accordance with the regulations of the Questions and Answers "Doubts about Handling Business Mergers under Joint Control of IFRS3" issued by the Accounting Research and Development Foundation, since IFRS3 "Business Mergers" does not have express provisions for business mergers under joint control, the relevant interpretation letters issued by our country should still apply.

221

The essence of EVERSPRING INDUSTRY CO., LTD’s merging of AUSPISTEK Corporation is the organizational reorganization. According to the relevant interpretation letter issued by the Accounting Research and Development Foundation, when EVERSPRING INDUSTRY CO., LTD acquired the equity of AUSPISTEK Corporation for merger, it shall account for the book value of all assets and liabilities in AUSPISTEK Corporation and prepare the consolidated balance sheet accordingly. When preparing the comparative financial statements, it should be deemed to have been consolidated from the beginning and reedited the comparative period financial statements.

The financial performance of AUSPISTEK Corporation from January 1 to December 31, 2019 has been included in the individual comprehensive income statement of EVERSPRING INDUSTRY CO., LTD from January 1 to December 31, 2019, and it has been retrospectively reorganized into the EVERSPRING INDUSTRY CO., LTD's individual financial statements from January 1 to December 31, 2019.

36.Information on the Significant Impact of Foreign Currency Assets and Liabilities

Information on the significant impact of foreign currency financial assets and liabilities of The Group (including monetary items denominated in non-functional currencies that have been written off in the consol idated financial statements) is as follows December 31, 2020

Unit Thousands of Foreign Currencies / Thousands of New Taiwan Dollars

Financial Assets
Monetary Items
USD

USD

USD

Non-monetary
Items
USD

Financial Liabilities
Monetary items
USD

USD

USD
Foreign
Currency
$ 1,022


1,703


21



54



42


24


78
Exchange Rate

28.48 (USDTWD)


4.377 (USDCNY)


0.73 (USDGBP)



28.48 (USDTWD)




28.48 (USDTWD)


4.377 (USDCNY)


0.73 (USDGBP)
Carrying
Amount
$ 29,107

48,513

599

1,538


1,196

674

2,220

222

December 31, 2019

Unit Thousands of Foreign Currencies / Thousands of New Taiwan Dollars

Financial Assets
Monetary items
USD

USD

USD

Non-monetary
Items
USD

Financial Liabilities
Monetary items
USD

USD

USD
Foreign
Currency
$ 2,616


259


21



54



33


362


44
Exchange Rate
29.980 (USDTWD)


6.964 (USDCNY)


0.762 (USDGBP)


29.980 (USDTWD)



29.980 (USDTWD)


6.964 (USDCNY)


0.762 (USDGBP)
Carrying
Amount
$ 78,428

7,765

630

1,632


989

10,853

1,319

The net foreign currency exchange losses of The Group in 2020 and 2019 were NT$6,576 thousand and NT$2,328 thousand respectively. Due to the various types of functional currencies of the group’s entities, therefore, it is impossible to disclose the exchange profits and losses according to the foreign currencies of each significant impact.

37.Supplementary Disclosures

  1. Information on significant transactions, and 2. Information on investees:

  2. A. Lending funds to others: Please refer to table 1.

  3. B. Providing endorsements or guarantees for others: None.

  4. C. Holding of securities at the end of the period: Please refer to table 2.

  5. D. Aggregate purchases or sales of the same securities reaching NT$300 million or 20 percent of paid-in capital or more: None.

  6. E. Acquisition of real estate reaching NT$300 million or 20 percent of paid-in capital or more: None.

  7. F. Disposal of real estate reaching NT$300 million or 20 percent of

    • paid-in capital or more: None.
  8. G. Purchases or sales of goods from or to related parties reaching NT$100 million or 20 percent of paid-in capital or more: None.

  9. H. Accounts receivable from related parties reaching NT$100 million or 20 percent of paid-in capital or more: None.

  10. I. Trading in derivative instruments: None.

  11. J. The business relationship between the parent and the subsidiaries and between each subsidiary, and the circumstances and amounts of any significant transactions between them: Please refer to table 6.

  12. K. Investee information: Please refer to table 3.

223

  1. Information on investments in the Mainland Area:

    • A. If the issuer directly or indirectly exercises significant influence or control over, or has a joint venture interest in, an investee company in the Mainland Area, it shall disclose information on the investee company, showing the name, principal business activities, paid -in capital, method of investment, inward and outward remittance of funds, shareholding ratio, profit or loss for the period and recognized investment gain or loss, carrying amount of the investment at the end of the period, repatriated investment gains, and limit on the amount of investment in the Mainland Area: Please refer to table 4.

    • B. Any of the following significant transactions with investee companies in the Mainland Area, either directly or indirectly through a third area, and their prices, payment terms, and unrealized gains or losses: Please refer to table 5.

      • a. The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.

      • b. The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.

      • c. The amount of property transactions and the amount of the resultant gains or losses.

      • e. The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes.

      • f. The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds.

      • g. Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receiving of services.

  2. Information on major shareholders: the names, numbers of shares held, and shareholding percentages of shareholders who hold 5 percent or more of the insurance enterprise's equity: Please refer to table 7.

  3. 38.Department Information

  4. Information provided to the chief operating decision-maker for allocating resources and assessing departmental per formance focuses on each type of product or service delivered or provided. The reportable departments of The Group are as follows.

WORLDTREND CO., LTD. Tung Sheng Development Corporation EVERSPRING INDUSTRY (S) PTE LTD. UNIINN TECHNOLOGY CO., LTD. Other foreign operations Domestic operations

An analysis of The Group's revenue, operating results, and departmental identifiable assets by the reportable department is as follows.

224

(1) Segment Revenue and Operating Results

Total Segment Revenue

Segment Profit or Loss

Interest Received
Other Revenue
Other Profit or Loss
Financial Costs
Share of Profit of
Associates & Joint
Ventures Accounted for
Using Equity Method
General Expenses and
Losses of the Company
Profit Before Tax
Segment Identifiable
Asset

Total Segment Revenue

Segment Profit or Loss

Interest Received
Other Revenue
Other Profit or Loss
Financial Costs
Share of Profit of
Associates & Joint
Ventures Accounted for
Using Equity Method
General Expenses and
Losses of the Company
Profit Before Tax
Segment Identifiable
Asset
2020
WORLDTREND CO.,
LTD.
$ 415,267

$ 104,151


$ 272,091
Tung Sheng
Development
Corporation
$ -

$ -

$ 494,184
EVERSPRING
INDUSTRY (S) PTE
LTD.
$ 6,722

($ 74,839)

$ 434,554
UNIINN
TECHNOLOGY CO.,
LTD.
$ 3,100

($ 1,490 )

$ 49,025

2019
Other Foreign
Operations

$ 11,499

$ 8,565

$ 13,044
Domestic Operations
$ 94,511

$ 57,140





$ 658,585
T o
t
a
l






(

(






(
(
(

$ 531,099
$ 93,527
1,157
26,230
343,114

4,943 )

40,922 )
215,893)
$ 202,270
$ 1,921,483
WORLDTREND CO.,
LTD.
$ 441,518

$ 94,491


$ 311,045
Tung Sheng
Development
Corporation
$ -

$ -

$ 493,924
EVERSPRING
INDUSTRY (S) PTE
LTD.
$ 9,350

($ 128,634)

$ 423,493
UNIINN
TECHNOLOGY CO.,
LTD.
$ 7,230

$ 3,118

$ 34,590
Other Foreign
Operations

$ 10,018

$ 10,011

$ 15,842
Domestic Operations
$ 153,167

$ 138,024






$ 695,698
T o
t
a
l






(








(
(
(
(
(
$ 621,283
$ 117,010
1,925
14,060

7,212 )

5,651 )

32,491 )
264,926)
$ 177,285)
$ 1,974,592

225

The external revenue reported above is generated from transactions with external customers.

Segment Profit refers to the profits earned by each segment, excluding interest received, other revenue, other profit or loss, the share of profit of associates & joint ventures accounted for using equity method, financial costs, general expenses and losses of the company, and income tax expenses. This measure is provided to the chief operating decisionmaker to allocate resources to the Department and assess its performance.

  • (2) Geographical information

The Group operates mainly in three regions – Taiwan, China, and others.

The Group's revenue from external customers by location of operations and non-current assets by area are as follows:


Taiwan

China
Others

Revenue From External Customers
2020
2019
$ 512,878 $ 601,915
6,722
9,350

11,499

10,018

$ 531,099
$ 621,283
Revenue From External Customers
2020
2019
$ 512,878 $ 601,915
6,722
9,350

11,499

10,018

$ 531,099
$ 621,283
Revenue From External Customers
2020
2019
$ 512,878 $ 601,915
6,722
9,350

11,499

10,018

$ 531,099
$ 621,283
Non-Current Assets Non-Current Assets Non-Current Assets
2020
$ 512,878
6,722
11,499

$ 531,099
2020
$ 1,110,660

12,817
-

$ 1,123,477
2019









$ 1,088,554

331,242
38
$ 1,419,834

Non-current assets do not includ deferred income tax assets

(3) Major customer information

There was no customer accounting for more than 10% of the Group ’s operating revenue for the year.

226

Eve rs p ri n g I nd u st ry Co ., Lt d. and S u bsi di aries Lo ans t o Othe rs Ye ar e nd ed De ce m be r 3 1, 20 2 0

Table 1

Uni t: NT$ t ho u s and

No.
(Note 1)
Creditor Borrower General Ledger
Account
(Note 2)
Maximum
outstanding
balance during
the year ended
December 31,
2020

Balance at
December 31,
2020
(Note 9)
Actual
Amount
Drawn Down
Interest Rate Nature of
Loan
(Note 3)
Amount of
Transactions
with the
Borrower
(Note 8)
Reason for
Short-erm
Financing
(Note 5)
Loss
Allowance
Col lateral Limit on
Loans Granted
to a Single
Party
(Note 6)
Ceiling on
Total Loans
Granted
(Note 6)
I
t
e
m
V
a
l
u
e
0
1
2
EVERSPRING
INDUSTRY CO.,
LTD.
UNIINN
TECHNOLOGY
CO., LTD..
EVERSPRING
LUBRICANT
CO.,LTD.
Tung Sheng
Development
Corporation
Tung Sheng
Development
Corporation
Ning-Bo
Guang-Lian
Electronic Co.,
Ltd
Other receivables-
related parties
Other receivables
Other receivables
90,000

8,000

438
90,000
8,000
438
60,000
8,000
438
2.1
1.75%
-%
2
2
2
-
-
-
Operating
needs
Operating
need
Operating
need
-
-
-
Guarantee
note
Guarantee
note
60,000
8,000
470,205
70,966
1,720
940,410
141,932
3,441
  • Note 1: Th e n um be rs fi lle d i n fo r t he l o ans p ro vi de d b y the Co m p an y or s u bs id i arie s are as fo ll o ws :

  • (1) T he C o m p an y i s ‘0’

  • (2) T he s u bs id i aries are n u m bered i n o rde r st arti n g fro m ‘1 ’.

  • Note 2: In case o f fu n d l o an an d n atu re , acco u nt s re ce iv ab le fro m re l ate d e nt erp ri ses , acco u nt s re cei v ab le fro m rel ate d p artie s, s h are ho lde r t rans acti o ns , p re p ayme nt s, i nte ri m p ayme nt s, et c., sh all be fille d i n t he t able .

Note 3: Th e co mp an ies wit h n u m be r ‘1 ’ are rel ate d t o bu si ne ss t rans acti o n; an d th e co mp an ies wit h n u m be r ‘2’ are re l ate d to s h o rt -t erm fi n an ci n g.

Note 4: I f t he l o an an d n atu re of fu n ds i s "1 ", t he amo u nt o f b u s ine ss t rans acti on s h al l be fille d i n.

Note 5: I f the l o an and n at u re o f t he fu n ds i s 2 , t he re as on s fo r t he ne ces s ary fun d s an d t he u se o f t he fun d s t o be le nt s h al l be s pe ci fied , s u ch as re p ayme nt o f lo an s, pu rch ase o f e q ui pm en t, bu si ne ss t u rn o ve r, et c.

Note 6:

(1) T he t ot al l o ans t o ot he rs o f t he C o mp an y s h all no t e x cee d t went y pe rce nt of t he ne t v al ue, and t he t ot al amo u nt s h all no t e x ceed fo rt y pe rce nt of t he C o mp an y's ne t v a l ue.

(2) T he C o m p an y's b u si nes s an d in di vi d u al l o ans s h all no t e x ce ed the t ot al b usi ne ss t rans acti on s be t wee n t he t wo p art ies i n t he p re vi o us t wo ye ars. B u si nes s t ran s acti o n am o u nt me an s the amo u nt o f p u rch as e o r s ale s bet ween bo th p artie s, whi che ve r is h i ghe r. I n ad di ti on , th e am ou nt o f go o ds s ol d i n cl u des t he p art o f go o ds p u rch as ed on beh al f o f ot he rs .

  • Note 7 : T he co m p an y, di re ctl y an d i n di re ctl y, h ol ds o ne h un d re d pe rce nt o f t he v oti n g s h are s of fo rei gn co m p an ies , due t o t he nee d for s h ort -te rm fi n an ci n g fu n ds to en ga ge i n cap it al lo an s, the am ou nt o f whi ch is no t su bje ct to t he "l o an and fo rt y p ercen t o f net co rp o rate v al ue " l i mit , an d i ts fin an cin g pe rio d d oe s n ot ap p l y to on e ye ar o r o ne b us in es s cycle .

  • Note 8: Pu bl i c C om p anie s fol lo w i te m 1 Arti cl e 1 4 o f “Re gu l ati on s Go ve rni n g Lo ani n g o f F u n ds an d M aki n g o f E nd o rse men ts/ G u arantee s b y P u bli c Co m p anie s ”. E ach fi n an ci n g p rov ide d n e ed to be ap p ro ve d b y b o ard o f d i re ct o rs an d an no u n ce t he am o u nt, ris k ev en th e Fi n an ci n g Co m p an y d oe sn ’t b o rro w m one y to th e co un te r p art y. It nee d s t o an no u n ce t he am o u nt afte r re p ay. It ne ed s to ann o u n ce the hi ghe st le n di n g li mi t fo r an no u n ce me nt ap pl i ca ti o n am o u nt e ve n th e bo ard o f d i re ct o rs app ro ve d t he l o an can b o rro w se ve ral ti me s du rin g o ne ye ar o r roll o ve r.

227

EVERSPRING INDUSTRY CO., LTD. and Subsidiaries Holding of Securities at the End of the Period Year ended December 31, 2020

Table 2

Unit: NT$ thousand

Securities held by Marketable securities Relationship with the securities
issuer
General ledger account As of December 31,2019 As of December 31,2019 F o o t n o t e
Number of shares
(in thousands)
Book Value Ownership (%)
Fair Value
EVERSPRING
INDUSTRY
CO., LTD.
UNIINN TECHNOLOGY
CO., LTD..
WorldTrend Co., Ltd.
EVERSPRING INDUSTRY
CO., LTD.
UNIINN TECHNOLOGY
CO., LTD..
EVERSPRING
INDUSTRY
CO., LTD.
EVERSPRING
INDUSTRY
CO., LTD.
EVERSPRING
INDUSTRY
CO., LTD.
UNIINN TECHNOLOGY
CO., LTD..

Stock
Medigen Vaccine Biologics
Stock
Medigen Vaccine Biologics
Stock
Medigen Vaccine Biologics
Stock
Fubon Financial
Stock
Green energy

Bonds
Lanka Graphite Limited

Fund
ARCH VENTURE FUND

Stock
Top Taiwan Ii Venture
Capital Co., Ltd.
Eleceram Technology Co.,
Ltd.
UWIN Technologies Co.,
Ltd.
Fund
Translink Capital










Current financial assets at fair value
through profit or loss


Current financial assets at fair value
through profit or loss

Amortized cost financial assets. AC
financial assets
Non-Current financial assets at fair
value through profit or loss
Non-Current financial assets at fair
value through profit or loss



2,190
680
900

4
190

-

-

278
1,652
700
-











$ 225,583
70,016
92,700
$ 388,299
$ 188
-
$ 188
$ -
Note
$ 991
$ 373
21,476
-
21,849
32,141
$ 53,990
1.04
0.75
0.29
-
-
-
-
3.48
13.77
5.44
0.79
$ 225,583
70,016
92,700
188
-
-
991
373
21,476
-
32,141
@103
@103
@103
@46.75
-
-

Note 1: It is the net amount of NT$13,507 thousand net of accumulated impairment of NT$13,507 thousand (financial assets measured at amortized cost – current).

228

EVERSPRING INDUSTRY CO., LTD. and Subsidiaries

In fo rm at io n o n i nve stee s Ye ar e nd ed De ce m be r 3 1, 20 2 0

Table 3

Uni t: NT$ / F orei gn cu rren cy i n t h o us an ds

I
n
v
e
s
t
o
r
I
n
v
e
s
t
e
e
L
o
c
a
t
i
o
n

Main business activities
Initial invest ment amount Shares he ld as at December 31,2020 ld as at December 31,2020 Net profit (loss) of
the investee for the
year ended at
December 31, 2020
Investment income
(loss) recognized
by the Company for
the year ended
December 31,2020

F o o t n o t e
Balance as at
December 31, 2020
Balance as at
December 31, 2019
Number of shares
(in thousands)
Ownership (%)
Book value
EVERSPRING
INDUSTRY CO.,
LTD.
AUSPISTEK
CORPORATION
WorldTrend Co., Ltd.
EVERSPRING
INDUSTRY (S) PTE
LTD.
EVERSPRING
INDUSTRY CO.,
LTD. (U.S.A)
WorldTrend Co., Ltd.
AUSPISTEK
CORPORATION
UNIINN
TECHNOLOGY CO.,
LTD..
Tung Sheng
Development
Corporation
Medigen Biotechnology
Corporation
PHASE ELECTRONICS
Medigen Biotechnology
Corporation
Medigen Biotechnology
Corporation
Tung Sheng
Development
Corporation
WorldTrend Co., Ltd.
10 Anson Road #13-12 International Plaza
Singapore 0207
850 S. Rancho Drive #2321 Las Vegas,
Nevada 89016, U.S.A.
2F., No. 50, Sec. 1, Zhonghua Rd., Tucheng
Dist., New Taipei City, Taiwan (R.O.C.)
2F.-5, No. 611, Sec. 1, Wanshou Rd., Guishan
Dist., Taoyuan City, Taiwan (R.O.C.)
13F., No. 198, Sec. 3, Civic Blvd., Da’an
Dist., Taipei City, Taiwan (R.O.C.)
10F., No. 198, Sec. 3, Civic Blvd., Da’an
Dist., Taipei City, Taiwan (R.O.C.)
14F., F building, No. 3, Park St., Nangang
Dist., Taipei City, Taiwan (R.O.C.)
Willow Drive Sherwood Park Industrial
Estate Annesley Nottingham NG15 0DP
United Kingdom
14F., F building, No. 3, Park St., Nangang
Dist., Taipei City, Taiwan (R.O.C.)
14F., F building, No. 3, Park St., Nangang
Dist., Taipei City, Taiwan (R.O.C.)
10F., No. 198, Sec. 3, Civic Blvd., Da’an
Dist., Taipei City, Taiwan (R.O.C.)
2F., No. 50, Sec. 1, Zhonghua Rd., Tucheng
Dist.,New Taipei City,Taiwan(R.O.C.)
Investment holding
Trading of various types of
burglar alarm, light controller
and burglar proof accessories
etc.
Trading of preservation
equipment and design of
preservation system
Development and manufacture of
optical engine for projection
equipment, etc.
Investment in various production
enterprises, securities
investment companies, bank
and insurance companies, etc.
Housing and buildings, industrial
plants, particular professional
areas, new towns, new
community development,
leasing, real estate
development leasing, etc.
Wholesale and retail of medical
equipment of Chinese and
Western medicine in
biopharmaceutical research
and development business
Trading of various types of
burglar alarm, light controller
and burglar-proof accessories,
etc.
Wholesale and retail of medical
equipment of Chinese and
Western medicine in
biopharmaceutical research
and development business
Wholesale and retail of medical
equipment of Chinese and
Western medicine in
biopharmaceutical research
and development business
Housing and buildings, industrial
plants, particular professional
areas, new towns, new
community development,
leasing, real estate
development leasing, etc.
Apartment management and
maintenance
$ 632,541
129,225
266,415
-
488,851
88,000
588,611
127,323
34,912
57,325
20,000
10,000
$ 549,499
129,225
266,415
167,000
488,851
88,000
580,565
127,323
41,269
57,325
20,000
10,000
31,462
260
20,275
-
44,847
8,800
14,093
2,396
-
2,428
2,000
1,000
100.00
94.55
95.36
-
100.00
27.88
10.14
100.00
-
1.75
6.34
100.00
$ 319,660
4,545
304,309
-
353,009
73,362
414,728
-
-
32,560
16,633
9,857
( $ 33,972 )
Note 2
1,014
46,857
155,873
56,692
776
(
337,923 )
(
1,974 )
(
337,923 )
(
337,923 )
776
1,362
( $ 33,972 )

959

44,683

155,873

56,692

216
(
33,040 )
(
1,974 )
(
1,766 )
(
5,946 )
50
1,362
Subsidiaries





Investee company
evaluated by the
equity method
Subsidiaries
Investee company
evaluated by the
equity method
Investee company
evaluated by the
equity method
The ultimate parent
company is the
Company

Next p age

229

I
n
v
e
s
t
o
r
I
n
v
e
s
t
e
e
L
o
c
a
t
i
o
n

Main business activities
Initial invest ment amount Shares he ld as at December 31,2020 Net profit (loss) of
the investee for the
year ended at
December 31, 2020
Investment
income (loss)
recognized
by the Company for
the year ended at
December 31,2020

Footnote
Balance as at
December 31, 2020
Balance as at
December 31, 2019
Number of shares
(in thousand)
Ownership (%) Book value
AUSPISTEK
CORPORATION
EVERSPRING
INDUSTRY (S) PTE
LTD.
Dongguan Found Chain
IOT CO., LTD
NINGBO GUANGLIAN
ELECTRONICS CO.,
LTD..
Tung Sheng
Development
Corporation
Medigen Biotechnology
Corporation
WorldTrend Co., Ltd.
DONGGUAN LI
YUAN
ELECTRONICS CO.,
LTD.
NINGBO GUANGLIAN
ELECTRONICS CO.,
LTD..
Dongguan Found Chain
IOT CO., LTD
EVERSPRING
LUBRICANT
CO.,LTD
EVERSPRING
LUBRICANT
CO.,LTD
Dongguan Found Chain
IOT CO., LTD
10F., No. 198, Sec. 3, Civic Blvd., Da’an
Dist., Taipei City, Taiwan (R.O.C.)
14F., F building, No. 3, Park St., Nangang
Dist., Taipei City, Taiwan (R.O.C.)
2F., No. 50, Sec. 1, Zhonghua Rd., Tucheng
Dist., New Taipei City, Taiwan (R.O.C.)
Tiankeng village committee, Donghuan
Road, Xincheng Industrial Zone, Hengli
Town, Dongguan City, Guangdong
Province
Building 7, Sifang Science Park, 601
Hengshan West Road, Beilun District,
Ningbo City, Zhejiang Province
Building 1, No.13, 3rd Street, Daxi 1st Road,
Qiaotou town, Dongguan City, Guangdong
Province
Wuzhong Economic Development Zone,
Wuzhong District, Suzhou City, Jiangsu
Province
Wuzhong Economic Development Zone,
Wuzhong District, Suzhou City, Jiangsu
Province
Building 1, No.13, 3rd Street, Daxi 1st Road,
Qiaotou town, Dongguan City, Guangdong
Province
Housing and buildings, industrial
plants, particular professional
areas, new towns, new
community development,
leasing, real estate
development leasing, etc.
Wholesale and retail of medical
equipment of Chinese and
Western medicine in
biopharmaceutical research
and development business
Apartment management and
maintenance
Various types of anti-theft devices
and other manufacturing,
processing, and trading
Various types of anti-theft devices
and other manufacturing,
processing, and trading

Research, development,
production, and sales of
intelligent security monitoring
equipment
Sales of lubricants, self-
management, and agents of all
kinds of goods and technology
import and export business
Sales of lubricants, self-
management, and agents of all
kinds of goods and technology
import and export business

Research, development,
production, and sales of
intelligent security monitoring
equipment
$ 207,686
18,100
19,704
USD 16,184
USD
400
USD
2,218
RMB
3,000
RMB
-
RMB
-
$ 207,686
19,415
19,704
USD 16,184
USD
400
-
RMB
-
RMB
3,000
RMB
6,000
20,769
75
988
-
-
-
-
-
-
65.78
0.05
4.64
100.00
100.00
100
100
-
-
$ 173,090
6,625
22,873
SGD 14,471
SGD
-
(註1
SGD
2,690
RMB
2,065
RMB
-
RMB
-
$ 776
(
337,923 )
46,857
( SGD
1,002 )
( SGD
525 )
( SGD
254 )
( RMB
806 )
( RMB
806 )
( RMB
1,247 )
$ 510
(
170 )

2,174
( SGD
1,002 )
( SGD
525 )
( SGD
50 )
RMB
-
( RMB
806 )
( RMB
1,002 )
The ultimate parent
company is the
Company
Investee company
evaluated by the
equity method

Difference series
side stream
transaction SGD
15 thousand
The ultimate parent
company is the
Company
The ultimate parent
company is the
Company



Note 1: Th e net v alu e o f t he l on g -te rm i nv est me nt ado pt in g t he e qu it y met h o d as o f 3 1 D e ce mb er 20 2 0 is ne gat i ve, s o its b o o k v alue is writ te n d o wn t o ze ro . The ne gati ve p art o f t he ne t e q uit y v al ue o f t he co m p an y s h al l be tran s fe rred t o ot he r li abil itie s.

Note 2 : EVE RSP RIN G INDU ST RY C O. , LTD . co ns ol id ate d A USPISTE K C OR P OR ATI ON i n 2 02 0 . I n acco rd an ce wi th t he relev ant ex pl an ato ry lette r is s ued b y Acco u n ti n g Rese arch an d Devel o p me nt F ou n d ati o n, t he b o o k v al ue o f all as set s an d li abil i ties i n t he acco un t o f AU SPISTE K C OR P OR ATI ON s h all be re co rded . I n p re p ari n g the co mp arati ve fin a n ci al st ate men ts , the co n so li d ate d b al an ce she et s h all b e dee me d t o h ave b een co n so li d ate d an d re st at ed fro m t he be gi n ni n g.

230

EVERS PRIN G IND UST RY C O., LTD . an d Su b si di arie s In fo rm at io n o n i nve st me nt s i n M ai nl an d C hi n a Ye ar e nd ed De ce m be r 3 1, 20 2 0

Table 4

Uni t: NT$ / F orei gn cu rren cy i n t h o us an ds

Investee in
Mainland China
Main business
activities
Paid-in capital I n v e s t m e n t
m
e t
h
o
d

Accum
amo
remittan
Taiw
Mainlan
as of Dec
20
ulated
unt of
ce from
an to
d China
ember 31,
20
Amount remitted fro
China/ Amount remitt
theyear ended D
m Taiwan to Mainland
ed back to Taiwan for
ecember 31,2020
Accumulated
amount
of remittance
from Taiwan to
Mainland China
as of December 31,
2020
Net income (loss) of
investee as of
December 31, 2020
Net income (loss) of
investee as of
December 31, 2020
Ownership held
by the Company
(direct or indirect)

Investment income
(loss) recognized by
the Company for the
year ended December
31, 2020
(Note 2)
Book value of
investments in
Mainland China
as of December
31, 2020
Accumulated amount
of investment
income remitted back
to
Taiwan as of
December 31, 2020
Remitted to Mainland
China
Remitted back to
Taiwan
DONGGUAN LI
YUAN
ELECTRONIC
S CO., LTD.
NINGBO
GUANGLIAN
ELECTRONIC
S CO., LTD..
EVERSPRING
LUBRICANT
CO.,LTD
Dongguan Found
Chain IOT CO.,
LTD

Manufacture,
processing,
and
trading of various
types
of
burglar
alarm
Manufacture,
processing,
and
trading of various
types
of
burglar
alarm
Import and export
business of sales of
lubricating oil, self-
operation and
agency of various
commodities and
technologies
Research and
development,
production and
sales of intelligent
security monitoring
equipment



RMB
123,922



RMB
3,022
RMB
3,000
RMB
15,788
Note 1 (2)
Note 1 (2)
Note 1 (5)
Note 1 (6)
USD
( NT$ USD
( NT$
16,184
515,438 )
400
12,720 )
-
-
$ -
-
-
USD
2,129
( NT$ 60,647 )
$ -
-
-
-
USD
16,184
( NT$ 515,438 )
USD
400
( NT$ 12,720 )
-
USD
2,129
( NT$ 60,647 )
( RMB$ 5,001 )
( NT$ 21,419 )
( RMB$ 2,612 )
( NT$ 11,372 )
( RMB$ 806 )
( NT$ 4,075 )
( RMB$ 1,247 )
( NT$ 5,429 )
100
100
100
100
( RMB$ 5,001 )
( NT$ 21,419 )
( RMB$ 2,612 )
( NT$ 11,372 )
( RMB$ 806 )
( NT$ 4,075 )
( RMB$ 1,247 )
( NT$ 5,429 )
RMB$ 71,279
NT$ 311,995
RMB$ -
NT$ -
RMB$ 2,065
NT$ 9,039
RMB$ 13,250
NT$ 53,900
$ -
-
-
-
Accumu
remittan
to Mainland China
lated amount of
ce from Taiwan
as of December 31,2020
Investment amount approved by the I
of the Ministry of Economic
nvestment Commiss
Affairs (MOEA)
ion Ceiling o
In
n investments in Ma
vestment Commissio
inland China imposed by the
n of MOEA (Note 3)
USD
(NT$
18,713
588,805)
USD
18,713
(NT$ 588,805)
NT$ 1,410,773

Note 1: I n ves tm en t met h od s are cl ass i fie d i nt o t he foll o win g t h ree cate go rie s:

  • (1) Inve st i n m ai nl an d co m p anie s t h ro u gh t hi rd -are a re mit t an ce.

  • (2) Rei nv est i n m ain l an d co m p anie s th ro u gh t hi rd re gi on i n ves tm en t to e st abli sh co mp an ies .

(3) Th ro u gh i n ves ti n g i n an e xis ti n g co mp an y in t he th i rd are a, whi ch t he n i nve ste d i n t he i nve stee i n M ai nl and Ch in a. (4) Ot he rs.

(5) It is t he 1 0 0% e qu it y i nte re st o f NIN GB O GU AN GLI AN E LECT R ONI CS C O. , LTD . hel d b y Do n g gu an F o un d C h ai n I OT C O., LT D on 30 De cem be r 2 0 2 0. Do n g gu an F o un d C h ai n IOT C O., LTD h as t he 10 0 % e q uit y in te rest o f EVE RS PRIN G LU BRI C ANT C O., LT D o n 10 0 %, whi ch i s the i nte rn al organ iz ati o n adj u s t men t o f t he gro u p.

  • (6) It is t he 1 0 0% e q uit y i nt ere st o f NIN GB O GU AN GLI AN E LE CTR ONI CS C O., LTD . . he ld b y EVE RS PRIN G INDU STRY ( S) PTE LTD. on 2 6 Au gu st 2 0 20 . D o n ggu an F o un d C h ai n IOT C O., LTD h as t he 10 0 % e q uit y in te rest o f NIN GB O GU AN GLI AN E LECT R ONI CS C O., L TD . o n 10 0 %, whi ch i s the i nte rn al o rgani z ati o n adj u st me nt o f the gro u p.

  • Note 2: I n the col u mn of i n ves tm en t p ro fit an d lo ss re co gni zed i n t he cu rren t pe ri od :

  • (1) If t he re i s n o i n ves tm en t p ro fit o r lo ss i n p re p arati o n, it s h all be st ated .

(2) The re co gn iti o n b asi s o f i n ves t men t p rofit an d lo s s i s di vi de d in to th e foll o wi n g th re e t yp es , wh i ch s h al l be n ote d:

  • A. Fin an ci al st ate men ts aud ite d an d ce rti fie d b y an i nte rn ati o n al acco un ti n g fi rm i n p artne rs hi p wit h t he R OC accou nt in g fi rm

  • B. Fin an ci al st ate men ts aud ite d an d ce r ti fie d b y the T ai wan p aren t co mp an y li ce n sed pu bl i c acco u nt ant C. Ot he rs.

Note 3: Si xt y pe rce nt o f n et wo rt h o r con s oli d ate d ne t wo rt h, wh iche ve r is h i ghe r.

231

EVERSPRING INDUSTRY CO., LTD. and Subsidiaries

Any of the following significant transactions with investee companies in the Mainland Area, either directly or indirectly through a third area, and their prices, payment terms, and unrealized gains or losses Year ended December 31, 2020

Table 5

Expressed in thousands of NTD (Except as otherwise indicated)

  1. Any of the following significant transactions with investee companies in the Mainland Area, either directly or indirectly thr ough a third area, and their prices, payment terms, and unrealized gains or losses
Company Investee in Mainland
China
Transaction
type
Import and sale of goods Import and sale of goods Unit price Terms of transaction Terms of transaction Notes and accounts
receivable (payable)
Notes and accounts
receivable (payable)
Unrealized gains
and losses
Footnotes
Amount % Payment terms Comparison with
general transactions
A
m
o
u
n
t

%
EVERSPRING
INDUSTRY CO., LTD.
EVERSPRING
INDUSTRY CO., LTD.
EVERSPRING
INDUSTRY CO., LTD.

Dongguan Found Chain
IOT CO., LTD

DONGGUAN
LI
YUAN
ELECTRONICS CO.,
LTD.

NINGBO GUANGLIAN
ELECTRONICS CO.,
LTD..

Purchases


Purchases
Purchases
$ 11,772
73,273
2,911
11
67
3
Measured at the
cost of related
parties

Credit and debt
offsetting
method: if the
company has
material
preparation
funds, it needs to
receive them in
advance.

Credit and debt
offsetting method


Accounts payable
$ 8,145
-
1,466
36
-
7

$ -

-

-


  1. The amount of property transactions and the amount of the resultant gains or losses: None.

  2. The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes: None.

  3. The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to fi nancing of funds: None.

  4. Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receiving of services: None.

232

EVERSPRING INDUSTRY CO., LTD. and Subsidiaries Significant inter-company transactions during the reporting periods Year ended December 31, 2020

Table 6

Uni t: NT$ / F orei gn cu rren cy i n t h o us an ds

Number
(Note 1)
Company name Counterparty Relationship
(Note 2)
Transaction
General ledger account Amount Transaction terms Percentage of
consolidated total
operating revenues
or total assets (Note
3)
0
0
0
0
0
0
0
2
EVERSPRING INDUSTRY
CO., LTD.
DONGGUAN LI YUAN
ELECTRONICS
CO.,
LTD.

EVERSPRING INDUSTRY
(S) PTE LTD.
Dongguan Found Chain IOT
CO., LTD
DONGGUAN LI YUAN
ELECTRONICS
CO.,
LTD.
NINGBO GUANGLIAN
ELECTRONICS CO.,
LTD..
Tung Sheng Development
Corporation
EVERSPRING TECH USA,
INC.
WorldTrend Co., Ltd.


NINGBO GUANGLIAN
ELECTRONICS CO.,
LTD..

1

1


1
1
1

1
1
3
Other receivable
Purchases
Accounts payable
Purchases
Purchases
Accounts payable
Other receivable
Interest income
Sales revenue
Sales revenue
Sales revenue
Accounts receivable
10,170
11,772
8,145
73,273
2,911
1,466
60,000
1,232
1,211
18,714
2,420
13,509
Mainly due to the expenses incurred by
the parent company on behalf of
related parties.
The payment method is the mutual offset
of the creditor's rights and debts. If the
company requires material preparation
funds, it may adopt the prepayment
system.
The payment method is the mutual offset
of the creditor's rights and debts. If the
company requires material preparation
funds, it may adopt the prepayment
system.
The payment method is the mutual offset
of the creditor's rights and debts. If the
company requires material preparation
funds, it may adopt the prepayment
system.
Loan lending
The terms of the collection are within
360 days after the monthly settlement.
The terms of the collection are within 60
days after the monthly settlement.
The terms of the collection are within 60
days after the monthly settlement.
-


2
-


13


1
-
2
1
-
4
-
-
  • Next page

233

Number
(Note 1)
Company name Counterparty Relationship
(Note 2)
Transaction
General ledger account Amount Transaction terms Percentage of
consolidated total
operating revenues
or total assets (Note
3)
3 NINGBO GUANGLIAN
ELECTRONICS CO.,
LTD..
Dongguan Found Chain IOT
CO., LTD
Dongguan Found Chain IOT
CO., LTD

3

3
Sales revenue
Purchases
Accounts receivable
Accounts payable
Other receivable
Accounts payable
$ 34,449
26,361
47,852
3,535
3,540
6,245
The collection condition is to collect the
payment upon monthly settlement.
No significant difference with general
customer
No significant difference with general
customer
6
5
2
-
-
1
  • 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 companies are numbered in order starting from ‘1’.

  • Note 2: The relationship with the trader can be marked in one of the following categories:

  • (1) Parent company to subsidiary.

  • (2) Subsidiary to parent.

  • (3) Subsidiary to subsidiary.

  • Note 3: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed b ased on period-end balance of transaction to parent company only total assets for balance sheet accounts and based on accumulated transaction amount for the period to consolidated total operating revenues for income statement accounts.

234

EVERSPRING INDUSTRY CO., LTD. and Subsidiaries Major shareholders information Year ended December 31, 2020

Table 7

Name of major shareholders S
h
a
r
e
s
Name of shares held Ownership (%)
Chang Tse Ling
Huang Tzu Liang
Kao Yun Hwa
32,450,492
16,464,637
13,442,914
15.16
7.69
6.28
  • Note 1: The major shareholders information was derived from the data that the Company issued common shares (including treasury shares) and preference shares in dematerialized form which were registered and held by the shareholders above 5% on the last operating date of each quarter and was calculated by Taiwan Depository & Clearing Corporation. The share capital which was recorded in the financial statements may differ from the actual number of shares issued in dematerialized form beca use of a different calculation basis.

  • Note 2: If the aforementioned data contains shares which were held in trust by the shareholders, the data disclosed is the settlor’s separate account for the fund set by the trustee. As for the shareholder who reports share equity as an insider whose shareholding ratio is greater than 10% in accordance with Securities and Exchange Act, the shares include the self-owned shares and shares held in trust, and at the same time, the shareholder has the power to decide how to allocate the trust assets. The information on the reported share equity of insider is provided in the “Market Observation Post System”.

235

6.6 If the company and its affiliates have experienced financial difficulties in the most recent year and as of the publication date of the annual report, their impact on the company's financial status should be stated: none.

236

VII. Review and Analysis of Financial Status, Financial Performance, and Risk Management

7.1 Analysis of Financial Status

(1) Comparative analysis table of consolidated financial status

Unit: Thousand NTD

Unit: Thousand NTD Unit: Thousand NTD
Year
Item
2020 2019 Difference
Amount %
Current Assets 1,722,628 1,141,859 580,769 51
Non-Current Assets 1,205,980 1,501,048 (295,068) (20)
Total Assets 2,928,608 2,642,907 285,701 11
Current Liabilities 408,297 389,213 19,084 5
Non-Current Liabilities 169,022 170,735 (1,713) (1)
Total Liabilities 577,319 559,948 17,371 3
Capital 2,140,216 2,140,216 0 0
Capital Reserve 454,830 385,666 69,164 18
Retained Earnings (176,196) (371,201) 195,005 53
Other Interests (67,823) (71,942) 4,119 6
Non-controllingInterests 262 220 42 19
Shareholders Total Equity 2,351,289 2,082,959 268,330 13

Analysis and explanation of the increase and decrease ratio:

(The change in the early and late period reached more than 20%, and the amount of change reached NT$10 million)

  1. Increase in current assets and decrease in non-current assets: mainly due to the increase in financial assets measured at fair value through profit and loss compared to the previous period; the reclassification and adjustment of all real estate, plant and equipment of the sale of subsidiaries to assets for sale.

  2. Decrease in retained surplus: mainly due to the profit in the current period and the increase in undistributed surplus compared with the previous period.

(2) Response plan in the future

The company will continue to pay attention to the improvement of operating performance and the stable growth of profits, and to establish a complete financial structure to reduce financial burdens.

237

7.2 Financial performance

(1) Comparative analysis table of consolidated business results

Unit: Thousand NTD

Year
Item
2020 2019 Increase or
decrease amount
Change ratio
%
OperatingRevenue 531,099 621,283
(90,184)
(15)
OperatingCosts 437,752 504,273
(66,701)
(13)
OperatingMargin 93,527 117,010
(23,483)
(20)
OperatingExpenses 215,893 264,926
(49,033)
(19)
Operating Net Profit
and Loss
(122,366) (147,916)
25,550
17
Non-Operating Income
and Expenses
324,636 (29,369)
354,005
1,205
Profit(Loss)before Tax
202,270
(177,285) 379,555 214
Net Income(Loss) 195,323 (180,605) 375,928 208
Net Income attributable
to Stockholders of the
Parent
195,268 (180,666)
375,934
208
Net Income attributable
to Non-controlling
Interests
55 61
(6)
(10)
Earningsper Share 0.91 (0.84) 1.75 208

Analysis of the change in the increase/decrease ratio: the change in the early and late period reached more than 20%, and the change amount reached NT$10 million

  1. Non-operating income and expenses increased compared with the previous period: the benefits of disposing of financial assets and compulsory financial asset benefits measured at fair value through profit and loss increased compared with the previous period.

  2. Pre-tax benefits, net profit for the current period, net profit attributable to owners of the parent company and increase in earnings per share compared with the previous period: mainly due to the impact of the net profit for the year and the net loss for the previous period.

  3. (2) The expected sales volume in the next year and its basis, the possible impact on the company's future financial business, and the corresponding plan:

The company takes the development of smart home system security control, security, monitoring, care, etc. as the technology and product development main axis, deepens the platform integration of the cloud system on the original security products and solutions, and strengthens the back-end support services and builds the cloud Host the server. Homesys Smart Home series products provide a full range of hardware, software and service solutions. The products include: smart IP gateways, security alarms, various sensors, IP Cam, wireless remote controls, smart sockets, mobile device apps and cloud services, etc. The proportion of business distribution is mainly in Europe, the United States, Central and South America, the Middle East and Taiwan. This year, Everspring’s focus on market and customer operations continues to develop emerging markets such as Central and South America and the Middle East; customer types are mainly platform operators, telecommunications, security, system vendors, and home security brand distributors, and operate with brand awareness And rooted in the market as the main goal. Strengthen the design and development of product applications and the completeness of system solutions, and provide a full range of hardware, software and service solutions; in order to enhance the company's

238

product value and competitiveness, strive to become the best partner of customers, and create greater for the company interest. It is expected that the sales volume in the coming year will continue to grow significantly.

7.3 Cash Flow

(1) Analysis and explanation of changes in consolidated cash flow in the last

two years

twoyears
Year
Item
2020 2019 Difference %
Cash flow ratio 1.41% -19.55% 107%
Allowable cash flow ratio -241.63% -325% 0.26%
Cash reinvestment ratio 0.22% -2.84% 1.08%
Note: The cash flow ratio increased compared with the previous period, mainly due to the
increase in net cash inflow from operating activities during the current period compared with
the previous period. The allowable cash flow ratio and cash reinvestment ratio increased from
the previous period, mainly due to the increase in net cash flow from operating activities,
long-term investment and workingcapital in thepast fiveyears.
  • (2) Improvement plan for insufficient cash: The current cash is sufficient for operational use, so it is not applicable

  • (3) Analysis of cash liquidity in the coming year

Unit: Thousand NTD Unit: Thousand NTD
Beginning
cash balance
Estimated annual
net cash inflow
(out) from
operating activities
Estimated annual net
cash inflow (out)
from investment
activities and
financingactivities
Estimated cash
balance

Remedies for insufficient
cash

Investment
plan
Financial
plan
397,522
830,000
(180,000)
1,047,522

Not
Applicable
Not
Applicable

The company expects that there will be a net cash inflow from operating activities in the coming year.

7.4 Effects of Major Capital Expenditure on Financial Business of the Past Year

  • (1) The use of major capital expenditures in the most recent year and the source of funds: none

  • (2) Expected benefits: None.

7.5 Investment Policy of the Past Year, Main Causes for Profits or Losses, Improvement Plan and Investment Plan for the Coming Year

  1. Reinvestment policy:

The company's reinvestment policy is based on considerations of sustainable operation and operational growth. For reinvestment planning, the management of the management will coordinate all relevant departments to evaluate, and the decision of the appropriate decision-making unit will be carried out, and the reinvestment performance and risk status will be reviewed regularly.

  1. The main reasons for the profit or loss of reinvestment and the improvement plan:
Unit: Thousand NTD Unit: Thousand NTD
Name of
reinvestment
company
Book amount Shareholdin
g %
Profit and (loss)
for the current
period of

Main reason for loss or
profit
Improvement
Program

239

reinvestment
company
EVERSPRING,
Singapore
319,660 100.00%
(33,972)

Losses due to increased
production costs and
decreased shipments of the
reinvested mainland Sun
company
Continue to
strengthen cost
control, optimize
budget management,
and actively expand
new customers to
increase production
capacity
EVERSPRING,
USA
4,545
94.55%

1,014

Existing profitability
Continue to expand
the U.S. product
market with existing
organizations
Worldtrend
Security
304,309
95.36%

46,857

The fixed cost of
expansion has been
recovered, and the
business is profitable
Continue to expand
the customer base at
each branch to
increase the number
of customers
Zisheng
Company
353,009
100.00%

56,692
Existing profitability Mainly focused on
investment
Tongsheng
Development
(Note 1)
73,362
27.88%

776

Mainly engaged in real
estate development
and leasing business,
the construction
project is still in the
integrationstage

Continue to develop
land based on
long-term layout
PHASE
ELECTRONICS

0

100.00%

(1,974)

The British market is
sluggish, and the
assessment has no
beneficial operation,
liquidation and
dissolution
The board of
directors agrees to
liquidation-March.20
21, the company has
been liquidated
Gea Biology
(Note 2)
414,728
10.14%

(337,923)

Research and develop
new drugs and
biological agents, and
deploy vaccines and
medical markets
Continued in
accordance with the
company's long-term
plan

Note 1: Tongsheng Development is held 65.78% and 6.34% by Uniinn and Worldtrend security respectively, totaling 100%.

Note 2: Keya Biotech is held 1.75% and 0.05% by Worldtrend and Uniinn security respectively, totaling 11.94%. The equity method is used to recognize investment gains and losses.

  1. Investment plan for the next year: Evaluate based on actual operating conditions.

240

7.6 Risk Analysis

  • (i) The impact of interest rate, exchange rate changes, and inflation on the company's profit and loss and future countermeasures.

  • (1) Impact on the company's profit and loss:

mpact on the company's profit and loss:
Item 2020(Thousand NTD;%)
Net interest income and expenses 778
Net exchange gains and losses -9,183
Ratio of net interest income and
expenditure to net revenue
0.62%
Ratio of net interest income and
expenditure to net profit before tax
0.39%
Ratio of net conversion gains and losses to
net revenue
-7.35%
Ratio of net conversion gains and losses to
net profit before tax
-4.60%
  1. Interest rate: Financial units can adjust the use of funds at any time according to changes in financial interest rates to respond to financial risks caused by changes in interest rates, regularly evaluate bank borrowing rates, and maintain good relationships with banks to obtain more favorable interest rates. We also refer to the research reports and prospects of various domestic and foreign economic research institutions and banks in order to grasp the future trend of interest rates.

  2. Exchange rate: The company is mainly affected by fluctuations in the US dollar exchange rate, and the company has a clear foreign exchange hedging strategy and strict control procedures to monitor foreign exchange changes, and will continue to carry out this risk management concept in the future. Strengthen the concept of foreign exchange risk hedging for financial personnel, maintain appropriate foreign exchange positions according to the future trend of exchange rates, and reduce the impact of exchange rate changes on the company's profit.

  3. Inflation: At present, the global economy is in a recovery phase, global conditions continue to improve, commodity prices will also rise, and the annual growth rates of consumer price indices in major countries are in a trend of picking up. However, at the same time, the world’s major economies are still facing many uncertainties. In the future, companies may face increased raw material purchase costs and labor costs. However, the company is committed to researching and developing products that will accelerate the market trend to improve the company’s operating performance. Efforts to obtain greater profits, the company has not had an immediate major impact due to inflation or deflation crisis so far, and the company will accelerate high-margin products, while flexibly adjusting sales and procurement strategies, cost structures and trading conditions, etc. In order to slow down the rate of price increases, inflation or deflation will not have a major impact on the company.

  4. (ii) Policies for engaging in high-risk, high-leverage investments, capital loans to others, endorsements and derivatives transactions, the main reasons for profit or loss, and future countermeasures:

  5. In order to improve the financial and business management risks, the company does not engage in high-risk, high-leverage financial investment. The main purpose of derivative commodity transactions is to avoid foreign exchange risks arising from business, and in accordance with the company's regulations Measures such as the "procedures for dealing in derivatives transactions" are carefully implemented. In addition, in order to strengthen the control of specific

241

transaction risks, in accordance with the relevant laws and regulations of the Securities and Futures Bureau, internal operation management methods such as "procedures for obtaining or disposing of assets" and "procedures for loan to others" have been formulated.

  1. The situation of 2020 fund loan to others and endorsement guarantee:

  2. (1) The balance of external fund loans of the company as of December 31, 2020 was NT$60,000. The object of the loan is NT$60,000 thousand for the operating turnover of Tongsheng Development & Construction Co., Ltd., a subsidiary of the company.

  3. (2) As of December 31, 2020, the company has no external endorsement guarantee.

  4. (iii) R&D plans and estimated R&D expenses in the future


(1) The balance of external fund loans of the company as of December 31, 2020 was
NT$60,000. The object of the loan is NT$60,000 thousand for the operating
turnover of Tongsheng Development & Construction Co., Ltd., a subsidiary of the
company.
(2) As of December 31, 2020, the company has no external endorsement guarantee.
(iii) R&D plans and estimated R&D expenses in the future

(1) The balance of external fund loans of the company as of December 31, 2020 was
NT$60,000. The object of the loan is NT$60,000 thousand for the operating
turnover of Tongsheng Development & Construction Co., Ltd., a subsidiary of the
company.
(2) As of December 31, 2020, the company has no external endorsement guarantee.
(iii) R&D plans and estimated R&D expenses in the future

(1) The balance of external fund loans of the company as of December 31, 2020 was
NT$60,000. The object of the loan is NT$60,000 thousand for the operating
turnover of Tongsheng Development & Construction Co., Ltd., a subsidiary of the
company.
(2) As of December 31, 2020, the company has no external endorsement guarantee.
(iii) R&D plans and estimated R&D expenses in the future
The company's estimated investment in research and development expenses in
the future will be steadily invested in accordance with the company's operating
conditions, and will be adjusted year by year based on the operating conditions.
Product
Category
Types Estimated
investment cost
(thousand NTD)
Light
control
sensors
LED and IOT smart home integration 2,000
Home
automation
controller

Smart Energy System、Meter、IP Home Automation
4,000
Peripheral
controller
IP Gateway、Communications (SIP VoIP) 4,000
Anti-theft
host
IP SERVER、IP Home Security Solution 4,000
System
software
UI interface, APP interface software, Server software,
mobilephone control software
12,000
Smart
home
system
Home multimedia control host Multi-Function System 4,000
Wireless
Intelligent
Perception
Products

Environment change detectors for doors, windows, and
heat source targets, emergency wristbands, key chains,
keyboard controllers, alarms, repeaters, smart power
sockets,and a series of Z-WAVE wirelessproducts
8,000
  • (iv) The impact of important domestic and foreign policies and legal rate changes on the company's financial business and corresponding measures:

  • The company always pays attention to the development trend of domestic and foreign policies and changes in laws and regulations to fully grasp the changes in the market environment. Up to now, the company has not been affected by important domestic and foreign policies and legal rate changes that have affected the company's financial business.

  • (v) The impact of technological changes and industrial changes on the company's financial business and corresponding measures: Information security risk control The company has established and implemented an information security management system, and regularly conducts information security risk assessments and internal and external information security cyclical audits to ensure the effectiveness of the management system and comply with laws and regulations. Therefore, information security risks are not significant to the company operational risk.

  • (vi) The impact of the change in corporate image on the company's financial business and corresponding measures: None.

  • (vii) Expected benefits of mergers and acquisitions. Highly possible risks and countermeasures: None.

242

  • (viii) The expected benefits of the expansion of the plant are likely to be risky and corresponding measures: None.

  • (ix) Risks faced by purchase or concentration of sales: None.

  • (x) Directors, supervisors, or major shareholders holding more than 10% of the shares, the risk of the company's impact on the company's large-scale transfer or replacement of shares and corresponding measures: none

  • (xi) The risk of the change in the management right to the company and the corresponding measures: None.

  • (xii) For litigation or non-litigation events, the company and the company’s directors, supervisors, general managers, substantive persons in charge, major shareholders holding more than 10% of the shares, and affiliated companies have been determined by judgment or are still in the family For major litigation, non-litigation or administrative litigation, the outcome of which may have a significant impact on shareholder rights or securities prices, should disclose the facts in dispute, the amount of the subject matter, the start date of the litigation, the main parties involved in the litigation, and the handling as of the printing date of the annual report: None.

(xiii) Other important risks and corresponding measures: None.

7.7 Other Important Matters

  • (1) Exposure of industry-specific Key Performance Indicators (KPI): The company hopes to build a people-oriented green enterprise and provide a humanized smart life program. Strategic themes are divided into operational management strategies, customer management strategies, innovation strategies, and regulations and social strategies; system operators aiming to provide software and hardware TOTAL SOLUTION smart life service solutions.

  • (2) Disclosure of the evaluation basis and basis of the method of listing the assets and liabilities evaluation subject:

  • Assessment basis and basis for allowance for bad debts: The company adopts the simplified approach of IFRS 9 to recognize allowance losses for accounts receivable based on expected credit losses during the duration. The expected credit loss during the existence period is calculated using a reserve matrix, which takes into account the past default records of customers and the current financial situation, industrial economic situation, and also considers the industry outlook. As the credit loss history experience of the combined company shows that the loss patterns of different customer groups are significantly different, the preparation matrix further differentiates the customer groups and sets different expected credit loss rates based on the number of days overdue of accounts receivable for different customer groups.

  • The basis and basis for the assessment of allowances for inventory depreciation losses: Inventories include raw materials, materials, finished products and work in progress. Inventory is measured by the lower of cost and net realizable value. When comparing cost and net realizable value, it is based on individual items except for the same type of inventory. Net realizable value refers to the estimated selling price under normal circumstances minus the estimated cost required to complete the project and the estimated cost required to complete the sale. The calculation of inventory cost adopts the weighted average method.

  • (3) Disclosure of the objectives and methods of applicable hedge accounting: The company engages in foreign exchange transactions to coordinate sales with customers to avoid exchange rate risks that may arise from expected future sales transactions. These forward foreign exchange contracts are designated as cash flow hedging, and consolidated financial statements are treated as hedging accounting.

243

VIII. Special Disclosure

8.1 Information about the company’s Affiliates

  1. Consolidated business report of affiliated companies The company's affiliated companies with a reinvestment of more than 50% of the shares include Worldtrend Security Co. Ltd. and Zisheng Wisdom Technology Co., Ltd. Our Overseas businesses with a reinvestment of more than 50% include Everspring Industry Pte LTD in Singapore, Everspring Tech USA Inc., Phase Electronics Ltd. in the United Kingdom. The business that reinvested by Worldtrend Security Co. Ltd. with a shareholding ratio of more than 50% is Huachen Apartment Building Management and Maintenance Co., Ltd.; Businesses that are reinvested by Singapore's Everspring Industry Pte LTD with a shareholding ratio of more than 50% are Dongguan Liyuan Electronics Co., Ltd., Ningbo Guanglian Electronics Co., Ltd., and Dongguan Fengcheng Intelligent Technology Co., Ltd.; The business with a reinvestment ratio of more than 50% from Zisheng Wisdom Technology Co., Ltd. is Tongsheng Development and Construction Co., Ltd. and Dongguan Fengcheng Intelligent Technology Co., Ltd., and the business with a reinvestment ratio of more than 50% is Suzhou Ma Liqiang Lubricant Limited company. For more details, please refer to (1) Organizational chart of related companies (2) Table of mutual shareholding of related companies (3) Basic information table of each related company (4) Information table of directors, supervisors and general managers of each related company (5) Overview of operations of each related company.

(i) Organization Chart of Affiliated Companies

==> picture [471 x 382] intentionally omitted <==

244

(ii) Names of affiliated companies and their mutual shareholding status:

Unit: NT$ Thousand; Thousand shares

Names of affiliated
companies
Relations The (& subsidiary) company holds shares
in affiliated companies
The (& subsidiary) company holds shares
in affiliated companies
The (& subsidiary) company holds shares
in affiliated companies

Affiliated companies hold
shares of the company

Affiliated companies hold
shares of the company

Affiliated companies hold
shares of the company
Number of
Shares
Actual
investment
amount
Shareholding
Ratio

Numb
er of
Shares

Actual
investment
amount
Sharehold
ing Ratio
EVERSPRING
INDUSTRY(S) PTE LTD,
SIngapore
Subsidiary invested
by the company
3,1462,000
632,541

100.00%

0

0

0
Worldtrend Security Co.
Ltd.
Subsidiary invested
bythe company
21,263,600
286,119

100.00%

0

0

0
EVERSPRING TECH
USA,INC.
Subsidiary invested
bythe company
260,000
129,225

94.55%

0

0

0
Zisheng Wisdom
TechnologyCo.,Ltd.
Subsidiary invested
bythe company
44,846,800
488,851

100.00%

0

0

0
Dongguan Liyuan
Electronics Co., Ltd.
Subsidiary invested
by Singapore
Yunchen
-
515,438

100.00%

0

0

0
Ningbo Guanglian
Electronics Co., Ltd.
Subsidiary invested
by Singapore
Yunchen
-
12,720

100.00%

0

0

0
Dongguan Fengcheng
Intelligent Technology Co.
Ltd.
Subsidiary invested
by Singapore
Yunchen
-
87,773

100.00%

0

0

0
Tongsheng Development &
Construction Co., Ltd.
Zisheng Wisdom
Technology Co., Ltd.
and Subsidiary of
Worldtrend Security
Co. Ltd. are the
subsidiaries invested
bythe company
31,568,600
315,686

100.00%

0

0

0
PHASE ELECTRONICS
(UK) LTD
Subsidiary invested
by the company
Common share
2,395,662
Preferred
shares 102,468




127,323
5,076


100.00%
-

0

0

0
Suzhou Horsepower
Lubricant Co. Ltd.
Dongguan
Fengcheng Intelligent
TechnologyCo. Ltd.

-

13,986

100.00%

0

0

0
Huachen Apartment
Building Management and
Maintenance Co. Ltd.
The subsidiary
invested by
Worldtrend Security
Co. Ltd.
2,000,000
20,000

100.00%

0

0

0

Note: The mutual shareholding situation among the subsidiary companies of the company is as follows

(1) EVERSPRING INDUSTRY PTE LTD. in Singapore has 100% shares of Dongguan Liyuan Electronics Co.,

Ltd., Ningbo Guanglian Electronics Co., Ltd. and Dongguan Fengcheng Intelligent Technology Co. Ltd.

(2) Worldtrend Security Co. Ltd. has 6.34% of shares of Tongsheng Development & Construction Co., Ltd. and has 100% of shares of Huachen Apartment Building Management and Maintenance Co. Ltd.

(3) UNIINN TECHNOLOGY CO., LTD. has 65.78% of shares of Tongsheng Development & Construction Co., Ltd. and has 4.64% of shares of Worldtrend Security Co. Ltd.

(4) Dongguan Fengcheng Intelligent Technology Co. Ltd. has 100% of shares of Suzhou Horsepower Lubricant Co. Ltd.

(5) Except for the above, there is no mutual shareholding among other subsidiary companies.

(6) There is no presumption of control and subordination in accordance with Article 369-3 of the Company Law.

245

(iii) Information of Affiliated Companies

Unit: NT$Thousand;ForeignCurrency Unit: NT$Thousand;ForeignCurrency
Company Name Establish
Date
Address Paid-in capital Main Business &
Product
EVERSPRING
INDUSTRY(S) PTE
LTD., Singapore
1993.05.30 10 Anson ROAD,#13-12
International Plaza Singapore
0207
632,541
(SGD31,462,000)


Investment
shareholding business
Worldtrend Security Co.
Ltd.
1997.06.20 2F-1 & 2, 5No.50, Sec. 1,
Chunghwa Rd., Tucheng, New
TaipeiCity
212,636 Security equipment
trading and security
system design
EVERSPRING TECH
USA, INC., USA
1998.01.27 850 S. Rancho Drive #2321 Las
Vegas, Nevada 89016, U.S.A.
7,832
(US 275,000)


Sale of anti-theft
devices and anti-theft
accessories
Zisheng Wisdom
Technology Co., Ltd.
2004.04.29 13th Floor, No. 198, Section 3,
Civic Avenue, Da-an District,
TaipeiCity
448,468 General investment
business
Dongguan Liyuan
Electronics Co., Ltd.
(Note 1)
1992.09.16 Tiankeng Village Committee,
Donghuan Road, Xincheng
Industrial Zone, Hengli Town,
Dongguan City, Guangdong
Province
515,438
(RMB123,921,144)


Anti-theft device
manufacturing and
trading
Ningbo Guanglian
Electronics Co., Ltd.
2005.04.27 Building 7, Sifang Science and
Technology Park, No.601
Hengshan West Road, Beilun
District, Ningbo City, Zhejiang
Province
12,720
(RMB 3,021,720)


Manufacturing and
trading of sensors,
anti-theft devices,
lighting controllers, etc.
Tongsheng Development
& Construction Co., Ltd.
2007.06.29 10th Floor, No. 198, Section 3,
Civic Avenue, Da-an District,
Taipei City
315,686 Residential buildings,
industrial plants,
specific professional
zones, new towns, new
communities
development, lease and
sale, real estate
development, lease and
sale,etc.
PHASE ELECTRONICS
(UK) LTD
(註2)
2002.07.12 Willow Drive Sherwood Park
Industrial Estate Annesley
Nottingham NG15 0DP United
Kingdom
93,191
(£2,395,662)


Trading business of
various types of
anti-theft devices,
lighting controllers and
anti-theft accessories
Suzhou Horsepower
Lubricant Co. Ltd.
2013.01.06 Wuzhong Economic Development
Zone, Wuzhong District, Suzhou,
Jiangsu Province

13,986
(RMB 3,000,000)


Sales of lubricants,
self-operated and agent
import and export
business of various
products and
technologies
Huachen Apartment
Building Management
and MaintenanceCo. Ltd.

2012.12.03
9F, 261, Sec.3, Chung-Hsiao E.
Rd. Taipei
20,000 Apartment building
management and
maintenance
Dongguan Fengcheng
Intelligent Technology
Co. Ltd.
2019.05.29 No. 13, 3rd Street, Daxi First
Road, Qiaotou Town, Dongguan
City, Guangdong Province
87,773
(RMB 15,788,346)


R&D, production and
sales of intelligent
security monitoring
equipment,etc.

Note 1: Dongguan Liyuan Electronics Co., Ltd. completed the equity transfer process in February, 2021 。

Note 2: PHASE ELECTRONICS (UK) LTD completed company liquidation procedures in March, 2021 。

246

(iv) Information on directors, supervisors and general managers of affiliated companies

Unit: Shares Unit: Shares
Company Name Title Name Shares
Shares Ratio
EVERSPRING
INDUSTRY(S) PTE
LTD., Singapore

Chairman and
General
Manager
Director
Nally Chang
YANG MEI HUA
(Representatives of EVERSPRING
INDUSTRY CO., LTD.)
31,462,000
100%
Worldtrend Security
Co. Ltd.
Chairman
Director
Chairman and
General
Manager
Director
Director
Supervisor
Nally Chang
Huang Ziliang
Kao Yonghua
Kao Yuheng
Huang Baijun
(All of the above are representatives of Everspring)
Lu Lizhu (Representative of Zisheng Wisdom
Technology Co.,Ltd.)

20,275,974
987,626


95.36%
4.64%
EVERSPRING
TECH USA, INC.,
USA
Chairman and
General
Manager
Director
Nally Chang (Representatives of
Everspring)
Kao Yonghua
260,000 94.55%
Zisheng Wisdom
Technology Co.,
Ltd.
Chairman and
General
Manager
Director
Director
Supervisor
Huang Ziliang
Nally Chang
Kao Yonghua
Lu Lizhu
(All of the above are representatives of
Everspring)
44,846,800
100%
Dongguan Liyuan
Electronics Co., Ltd.
Note 1

Chairman and
Representative
Director
Director
Huang Yicheng
Nally Chang
Kao Yonghua
-
100%
Ningbo Guanglian
Electronics Co., Ltd.

Director
Kao Yonghua -
100%
Tongsheng
Development &
Construction Co.,
Ltd.
Chairman
Director
Director
Supervisor
Shi Junwei (Representative of Zisheng Wisdom Technology
Co., Ltd.)
Nally Chang(Representatives of Everspring)
Lu Lizhu(Representatives of Everspring)
Kao Yonghua(Representative of Worldtrend SecurityCo. Ltd.)
20,768,600
8,800,000
2,000,000



65.78%
27.88%
6.34%
PHASE
ELECTRONICS
(UK) LTD
註2
Chairman
Director
Nally Chang
Wang Chengching
(All of the above are representatives of
Everspring)
Common
shares
2,395,662
Preferred shares
102,468





100%
Huachen Apartment
Building
Management and
Maintenance Co.
Ltd.
Chairman
Director
Director
Supervisor
Nally Chang
Huang Ziliang
Kao Yonghua
Lu Lizhu
(Names shown above are all the representatives of
WorldtrendSecurity Co. Ltd.
2,000,000
100%
Suzhou Horsepower
Lubricant Co. Ltd.
Chairman and
Representative
Director
Supervisor
Chang Chiyuan
Nally Chang
Huang Ziliang
-
100%
Dongguan
Fengcheng
Intelligent
Technology Co. Ltd.

Chairman and
Representative
Supervisor
Kao Yonghua
Lee Chiulan
-
100%

Note 1: Dongguan Liyuan Electronics Co., Ltd. completed the equity transfer process in February, 2021. Note 2: PHASE ELECTRONICS (UK) LTD. completed company liquidation procedures in March, 2021.

247

(v) Operating Overview of Affiliated Companies Unit: NT$ Thousand;

Company Name Capital Total
assets
Total
liabilities
Net
worth
Operating
revenue
Operating
Income
Current
profit and
loss
Earnings
Per
Share
(yuan)
Worldtrend Security Co. Ltd.
EVERSPRING TECH USA ,
INC.,USA
EVERSPRING INDUSTRY (S)
PTE LTD., Singapore
Dongguan Liyuan Electronics
Co., Ltd.
Zisheng Wisdom Technology
Co., Ltd.
PHASE ELECTRONICS (UK)
LTD.
Tongsheng Development &
Construction Co., Ltd.
Ningbo Guanglian Electronics
Co., Ltd.
Suzhou Horsepower Lubricant
Co. Ltd.
Huachen Apartment Building
Management and Maintenance
Co. Ltd.
Dongguan Fengcheng Intelligent
TechnologyCo. Ltd.
212,636
7,832
632,541
515,438
448,468
93,191
315,686
12,720
13,986
20,000

87,773

466,178

9,284

369,991

403,218

361,770

3,773

512,184

25,758

9,327

23,734

104,571

147,075

4,471

32,254

90,910

6,937

4,512

249,049

54,861

289

2,944

46,571
319,103

4,813

337,737
312,308
354,833

-739
263,135

-29,103

9,038

20,790

58,000

402,939

9,663

0

117,254

95,266

1,821

0

3,057

1,345

13,565

41,377

10,827

1,002

-277

-23,196

56,250

-1,995

-577

-1,922

-3,511

937

-5,547

46,857

1,014

-33,972

-21,419

56,692

-1,974

776

-11,372

-4,075

933

-5,429

2.20

3.69

-1.08

-0.42

1.26

-0.82

0.02

-8.94

-2.91

0.47

-0.62

Note: If the enterprise is a foreign company, in addition to the historical exchange rate of capital, the other foreign currency balance sheet conversion rates are as follows.

1USD =28.48NTD , 1SGD =21.56NTD , 1RMB =4.37NTD , 1GBP=38.9NTD 。

The income statement conversion rate is as follows:

1USD =29.549NTD , 1SGD =21.43NTD , 1RMB =4.282NTD , 1GBP=37.94NTD 。

2. Consolidated financial statements of affiliated companies

(1) Statement of Consolidated Financial Statements of Affiliated Enterprises

Statement

EVERSPRING 2020 (from 2020/1/1 to 2020/12/31) In 2020, the company that should be included in the preparation of the consolidated financial report of the affiliated company according to " Guidelines for the preparation of consolidated financial statements and relationship reports of related companies " is the same as the company that should be included in the preparation of the consolidated financial report of the parent and subsidiary company according to “International Financial Reporting Standards No. 10”, and the relevant information that should be disclosed in the consolidated financial report of the related enterprise has been disclosed in the previously disclosed parent-subsidiary consolidated financial report, and there will be no separate preparation of the consolidated financial report of the related enterprise. Hereby declare

EVERSPRING INDUSTRY CO., LTD.

248

Chairman: Nally Chang 2021/3/24

  • (2) Consolidated Financial Statements of Affiliated Enterprises

Please refer to Chapter VI. Financial Overview Section (v). 2020 Latest Consolidated Financial Statements of the Parent Company and Subsidiaries Audited and Certified by CPAs.

  • 8.2 In the most recent year and as of the publication date of the annual report, the status of the private placement of securities shall be disclosed, the date and amount approved by the shareholders meeting or the board of directors, the basis and rationality of the price setting, the method selected by the specific person, the necessary reasons for the private placement and the funds Or after the full payment has been received, the fund utilization plan and the plan execution progress of the privately placed securities: None

  • 8.3 Subsidiary holding or disposing of the Company’s Stock during the Past Year and up to the Issuance of Annual Report: None

  • 8.4 Other Necessary Supplemental Information: None

8.5 Events Having Significant Impacts on Shareholders’ Equity or Security Price

According to Article 36.2.2 of Securities Exchange Act in the Past Year and up to the Issuance of Annual Report: None

249

EVERSPRING INDUSTRY CO., LTD.

Chairman: Nally Chang