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EXCELSIOR Annual Report 2020

Aug 10, 2021

52380_rns_2021-08-10_2c0804e9-0f16-4af0-a293-375256b41ad1.pdf

Annual Report

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Stock code : 4104

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SPOKESPERSON DEPUTY SPOKESPERSON Name : Wang Ming-Ting Name : Kao Shen Title : Vice General Manager Title : Vice Chairman Telephone : (02)2225-1888 ext.1688 Telephone : (02)2225-1888 ext.1689 Email : [email protected] Email : ac0001@ excelsior.com.tw

COMPANY ADDRESS & PHONE NUMBER

17F., No. 880, Zhongzheng Rd., Zhonghe Dist., New Taipei City 235, Taiwan (R.O.C.) Head Office 10F.-3, No. 303, Zhongming S. Rd., West Dist., Taichung City 403, Taiwan (R.O.C.) Taichung Office 13F., No. 458, Jianguo 1st Rd., Sanmin Dist., Kaohsiung City 807, Taiwan (R.O.C.) Kaohsiung Office No. 589, Sec. 3, Wenhua Rd., Rende Dist., Tainan City 717, Taiwan (R.O.C.) Tainan Office

STOCK TRANSFER AGENT AND REGISTRAR Name of agent : President Securities Corporation. Shareholder Services Department. Address : B1F., No. 8, Dongxing Rd., Songshan Dist., Taipei City 105, Taiwan (R.O.C.) Telephone : (02) 2746-3797 Website : http://www.pscnet.com.tw

AUDITORS FOR THE LATEST FINANCIAL STATEMENTS Name of Auditors : Tsao-Jen Wu, Wan-Wan Lin. CPA Firm : KPMG Taiwan Address : 68F, No. 7, Sec. 5, Xinyi Rd., Xinyi Dist., Taipei City, Taiwan 110, Taiwan (R.O.C.) Telephone : (02)8101-6666 Website : http://home.kpmg.com/tw

VENUE FOR TRADING THE COMPANY’S LISTED OVERSEAS SECURITIES AND INQUIRY METHOD For such overseas securities : None. Company Website : http://www.excelsiormedical.com.tw

Contents

. Report to Shareholders ........................................................................................................................ 3 . Company Profile ................................................................................................................................. 14 1. Date of Incorporation ................................................................................................................. 15 2. Company History ........................................................................................................................ 15 . Corporate Governance Report .......................................................................................................... 21 1. Organization ................................................................................................................................ 22 2. Directors and Management Team ............................................................................................ 25 3. Implementation of Corporate Governance ............................................................................. 38 4. Information on Fees to CPA ...................................................................................................... 87 5. Replacement of CPA ................................................................................................................... 88 6. The Company’s Chairman, Chief Executive Officer, Chief Financial Officer, and managers in charge of its finance and accounting operations did not hold any positions in the Company’s independent auditing firm or its affiliates in the past year ............................................................................................................................................ 88 7. Any Transfer of Equity Interests and/or Pledge of or Change in Equity Interests by a Director, Supervisor, Managerial Officer; or Shareholder with a Stake of More than 10 Percent during the Most Recent Fiscal Year or during the Current Fiscal Year up to the Date of Publication of the Annual Report ................................................................ 88 8. Information on Relationship between any of the Top Ten Shareholders ........................... 89 9. The number of shares of the same invested company held by the Company, the Company's directors, supervisors, and executive officers, and the businesses controlled directly or indirectly by the Company, and the consolidated shareholding ratio. .................................................................................................................. 91 . Capital Overview ................................................................................................................................ 92 1. Source of Capital ......................................................................................................................... 93 2. Shareholder Structure ................................................................................................................. 96 3. Distribution of Share Ownership .............................................................................................. 97 4. List of Major Shareholders ......................................................................................................... 97 5. Market Prices, Net Worth, Earnings and Dividends Per Share ........................................... 98 6. Dividend Policy and Implementation Status .......................................................................... 98 7. Impact of the Proposed Stock Dividends in Shareholders Meeting on Business Performances and EPS ........................................................................................................... 99 8. Employee Compensation and Directors’ Remuneration ...................................................... 99 9. Buyback of Treasury Stocks ..................................................................................................... 100 10. Issuance of Corporate Bonds ................................................................................................. 100 11.Issuance of preferred shares, global depositary receipts (GDR), employee stock option and employee restricted stock ................................................................................ 100 12.Issuance of New Shares Acquisition or Exchange of other Companys’ Shares.............. 100 13. Status of Capital Utilization Plan .......................................................................................... 100 . Business Overview ........................................................................................................................... 101 1. Business Scope ........................................................................................................................... 102 2. Market and Sales Overview ..................................................................................................... 119 3. Employees .................................................................................................................................. 131 4. Disbursements for Environmental Protection ...................................................................... 132 5. Labor Relations .......................................................................................................................... 132

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  1. Important Contracts .................................................................................................................. 135 VI. Financial Information ...................................................................................................................... 138 1. Five-Year Financial Summary ................................................................................................. 139 2. Five-Year Financial Analysis ................................................................................................... 143 3. Audit Committee’s Review Report ........................................................................................ 146 4. Financial Statements and Independent Auditors’ Report –the Company & Subsidiaries ............................................................................................................................ 147 5. Financial Statements and Independent Auditors’ Report – Parent Company ................ 240 6. Up to the Publication Date of this Annual Report, Has the Group Experienced Financial Turnover Difficulties ........................................................................................... 320 VII. Review and Analysis of Financial Status, Financial Performance, and Risk Management . 321 1. Financial Status .......................................................................................................................... 322 2. Financial Performance .............................................................................................................. 323 3. Cash Flows ................................................................................................................................. 324 4. Effect upon Financial Operations of Major Capital Expenditures from Recent Years ... 324 5. Investment Policies, Main Reasons for Profit or Loss and Improvement Plans from Recent Years, and Investment Plans for the Coming Year ............................................. 325 6. Risk Management and Assessment from Last Year up to the Time of Report Publication ............................................................................................................................. 328 7. Other Important Matters .......................................................................................................... 331 VIII. Special Disclosure .......................................................................................................................... 333 1. Information on Affiliated Enterprises .................................................................................... 334 2. Private Placement Securities from Last Year up to the Time of Report Publication ....... 342 3. Subsidiaries Holding or Disposal of the Company’s Stock List from Last Year up to the Time of Report Publication ........................................................................................... 342 4. Other Necessary Supplements ................................................................................................ 342 5. Matters that Have Significantly Affected Shareholders’ Equity and Share Prices Pursuant to Item 2, Paragraph 3, Article 36 of Securities and Exchange Act from Last Year up to the Time of Report Publication ............................................................... 343

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. Report to Shareholders

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Dear Shareholders,

First of all, I would like to thank you for sparing the time to attend the Company’s annual shareholders’ meeting. It allows our management team to elaborate on our 2020 business performance and the outlook, in person. I hereby represent our management team and the entire staff to express our sincere welcome to you. Your opinions and comments will be highly appreciated.

The COVID-19 pandemic that has spread rapidly across the globe since 2020 has had a severe impact on the global economy. Due to the proper control of the pandemic, its effect on Taiwan’s economy was relatively insignificant. However, the unlimited Quantitative Easing (QE) policy that the Federal Reserve System in the US took to save the stock markets and foreign exchange markets caused a huge amount of funds to flow to other countries, including Taiwan, which led to large fluctuations in Taiwan’s stock market and foreign exchange market. Our Company is a larger medical products and systematic integration channel in Taiwan. Due to the attributes of related business, compared with other industries, we were less affected by the change of the overall economy. We will take this favorable opportunity to actively evaluate and properly expand our share of the overseas Chinese market to maintain our competitive advantage in the future.

In prospect, the Company and our affiliates will continue to work toward diversified development, including the introduction of new generation dialysis machine, health care home appliances(including larger home appliances and air purifiers), and medical aesthetic such as Picoway picosecond laser, Pro U Alexandrite Laser, Animers, Hyadermis hyaluronic acid filler, AestheFill collagen filler, Prima Laser and DR CYJ hair product.

In terms of pharmaceutical logistics, besides striving to collaborate with international principals to actively obtain products, we also continue to introduce new drugs and healthcare supplements from international principals. In addition to continuously obtaining GMP and GDP certification for pharmaceuticals issued by the government, this year will apply for GMP and GDP certification for medical supplies to enhance our professional pharmaceutical logistics services. As for longterm care system 2.0, the Company will expand long-term care service locations by integrating medical services, caregivers and home-based services to build an integrated care network and model in response to the government's 10-year longterm care plan. Furthermore, the Company is also continuing to focus on the government's New Southbound Policy and is expanding to the dialysis market in southeast Asia, and plans to advance the dialysis product manufacturing market via dialysis solution plant in Malaysia.

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The Company’s 2020 operating results and 2021 business plan are reported as follows:

  • I. Report on the 2020 operating results

  • 2020 operating results

  • (1) Individual statement of comprehensive income

Unit: NT dollars in thousands

Item 2020 2019 Increase
(decrease)
percentage
Operatingrevenue 4,199,740 3,964,690 5.93%
Grossprofit 685,656 631,739 8.53%
Net operating
income
319,114 263,303 21.20%
Non-operating
income and
expenses
353,895 335,459 5.50%
Profit before tax 673,009 598,762 12.40%
Profit after tax 571,670 514,755 11.06%
Other
comprehensive
income(loss)
(58,374) 8,307 (802.71%)
Total comprehensive
income
513,296 523,062 (1.87%)
  • i. The increase in operating revenue, gross profit, and net operating income compared to the previous year were mainly due to the increase in sales of hemodialysis and surgery products.

  • ii. The increase in non-operating income and expenses compared to the previous year was mainly attributable to the influence of “Share of profit of subsidiaries, associates and joint ventures accounted for using equity method”.

  • iii. The increase in other comprehensive loss and the decrease in the total comprehensive income compared to the previous year was mainly attributable to the influence of “Exchange differences on translation”.

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(2) Consolidated statement of comprehensive income

Unit: NT dollars in thousands

Item 2020 2019 Increase
(decrease)
percentage
Operatingrevenue 6,675,494 6,457,362 3.38%
Grossprofit 1,306,498 1,236,055 5.70%
Net operating
income
529,070 464,039 14.01%
Non-operating
income and
expenses
300,313 282,786 6.20%
Profit before tax 829,383 746,825 11.05%
Profit after tax 669,086 622,274 7.52%
Other
comprehensive
income(loss)
(28,296) 23,915 (218.32%)
Total comprehensive
income
640,790 646,189 (0.84%)
  • i. The increase in operating revenue, gross profit and net operating income compared to the previous year were mainly due to the increase in sales of hemodialysis and surgery products.

  • ii. The increase in non-operating income and expenses compared to the previous year was mainly attributable to the influence of “Share of profit of associates and joint ventures accounted for using equity method”.

  • iii. The increase in other comprehensive loss and the decrease in the total comprehensive income compared to the previous year was mainly attributable to the influence of “Exchange differences on translation”.

  • Status of budget implementation: this is not applicable since the Company did not prepare any financial forecast.

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3. Status of cash flows

  • (1) Individual statement of cash flows
1) Individual statement of cash flows 1) Individual statement of cash flows 1) Individual statement of cash flows
Unit: NT dollars in thousands
Item 2020 Description
Beginning cash
balance
749,196 The balance of the 2019 final account.
Net cash generated
from operating
activities
130,103 Mainly resulting from the current year
profit from operations, the increase in
inventories, and decrease in accounts
payable.
Net cash used in
investment activities
(104,185) Mainly resulting from the investment
under the equitymethod.
Net cash used in
financing activities
(335,509) Mainly resulting from the cash
dividends distribution and the
decrease in short-term borrowings.
Cash balance at the
end of theyear
439,605 The balance of the 2020 final account.

(2) Consolidated statement of cash flows

Unit: NT dollars in thousands

Unit: NT dollars in thousands
Item 2020 Description
Beginning cash
balance
2,828,776 The balance of the 2019 final account.
Net cash generated
from operating
activities
869,433 Mainly resulting from the current year
profit from operations and decrease in
receivables.
Net cash used in
investment activities
(414,850) Mainly resulting from acquisition of
financial assets at amortised cost and
investmentproperty.
Net cash used in
financing activities
(603,284) Mainly resulting from cash dividends
distribution and the decrease in short-
term borrowings.
Impact of changes in
exchange rates
(61,611) Effect of Exchange rate changes.
Cash balance at the
end of theyear
2,618,464 The balance of the 2020 final account.

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4. Analysis and comparison of profitability

(1) Analysis of individual profitability

Item 2020 2019 Description
Return on
assets (%)
6.7 6.2 The increase in profit after tax in
2020 mainly resulting from the
increase in operating revenue and
the increase in “Share of profit of
subsidiaries, associates and joint
ventures accounted for using equity
method”.
Return on
equity(%)
7.9 7.5 The increase in profit after tax in
2020 mainly resulting from the
increase in operating revenue and
the increase in “Share of profit of
subsidiaries, associates and joint
ventures accounted for using equity
method”.
Ratio of
before-tax
profit to the
paid-in
capital(%)
47.7 46.7 The increase in profit before tax in
2020 mainly resulting from the
increase in operating revenue and
the increase in “Share of profit of
subsidiaries, associates and joint
ventures accounted for using equity
method”.
Net profit
margin (%)
13.6 13.0 The increase in profit after tax in
2020 mainly resulting from the
increase in operating revenue and
the increase in “Share of profit of
subsidiaries, associates and joint
ventures accounted for using equity
method”.
Basic after-tax
earnings per
share (NT$)
(note)
4.06 4.02 The increase in profit after tax in
2020 mainly resulting from the
increase in operating revenue and
the increase in “Share of profit of
subsidiaries, associates and joint
ventures accounted for using equity
method”.

Note: analysis made according to the net profit after tax with weighted-average shares outstanding.

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(2) Analysis of consolidated profitability

Item 2020 2019 Description
Return on
assets (%)
4.9 4.6 The increase in profit after tax in
2020 mainly resulting from the
increase in operating revenue and
the increase in “Share of profit of
associates and joint ventures
accounted for usingequitymethod”.
Return on
equity (%)
7.3 7.3 The increase in profit after tax in
2020 mainly resulting from the
increase in operating revenue and
the increase inShare of profit of
associates and joint ventures
accounted for using equity method
”;In addition, due to the increase
in cash capital and non-controlling
interests, the return on equity in the
twoyears is nearlythe same.
Ratio of
before-tax
profit to the
paid-in capital
(%)
58.8 58.3 The increase in profit before tax in
2020 mainly resulting from the
increase in operating revenue and
the increase in “Share of profit of
associates and joint ventures
accounted for usingequitymethod”.
Net profit
margin (%)
10.0 9.6 The increase in profit after tax in
2020 mainly resulting from the
increase in operating revenue and
the increase in “Share of profit of
associates and joint ventures
accounted for usingequitymethod”.
Basic after-tax
earnings per
share (NT$)
(note)
4.06 4.02 The increase in profit after tax in
2020 mainly resulting from the
increase in operating revenue and
the increase in “Share of profit of
associates and joint ventures
accounted for usingequitymethod”.

Note: analysis made according to the net profit after tax with weighted-average shares outstanding.

5. R&D status

As the Company is not in the manufacturing industry, it has not set up a dedicated R&D division. Instead, its respective business divisions are responsible for expanding the business scopes through agencies and sales distributors of medical care-related sectors.

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  • II. The 2021 business plan

  • Management guidelines

    • (1) Reinforce investment deployment: The Company plans to further develop the medical market in Taiwan and actively seek for medical business partners. The Company plans to expand sources of profit by integrating the resources throughout the supply chain in the medical market and enhancing channel distribution via investments, while at the same time, actively expand to the dialysis market in Southeast Asia, and plan to advance the dialysis product manufacturing market via dialysis solution plant in Malaysia.

    • (2) Brand strategy: Promote the privately-owned brand of the “ULTRACLEAN” Cubic Air, the Series of healthy home appliances, and cooperate with Korean leading bio-tech manufacturer, Caregen Co., Ltd. (hereafter referred to as “Caregen”) to promote DR CYJ hair-growth brand products.

    • (3) Develop long-term care in communities: in line with the government's 10-year long-term care plan, the Company plans to establish an integrated long-term care network by actively planning and establishing a long-term care corporation and expanding of community-based longterm care service locations. In addition, the Company also aims to strengthen a tiered service and healthcare model which provides both medical and caring services to satisfy members of the public with caring needs.

    • (4) Develop medical real estate and equipment lease service: by integrating the professional traits of asset management, the Company will continue to develop medical real estate and equipment lease services to maximize the synergies for its affiliates.

    • (5) Hedge currency risk: As the global stock and foreign exchange markets are facing critical volatility, a large amount of capital flows into Taiwan, making the appreciation of the new Taiwan dollar and benefitting import industry. The company will reduce the currency risk by using foreign currency hedge instruments in the environment.

  • Expected sales of major products

In 2021, the Company will strive to increase the market share of hemodialysis and surgical products, introduce the relevant medical consumables and equipment, and integrate the resources of the Company and its affiliates to improve the overall operational performance, including

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medical aesthetic, pharmaceutical logistics, long-term care, medical real estate, medical-related equipment lease service, and other items, while actively looking for strategic partners in Taiwan and overseas and expanding the sales business area of the Company.

III. Future corporate development strategies

In response to the changes of the market environment, while striving to increase the market share of hemodialysis and surgical products, the Company plans to continuously introduce the relevant medical consumables and equipment, cultivate the medical market channels, integrate the resources of its affiliates, use diversified extension of strategic alliances and strengthen competitiveness to achieve the goal of building a holistic healthcare holding company, and continue to provide comprehensive health service for the healthcare industry in the spirit of “attentiveness, independence, innovation, and forward-looking.”

The Company's affiliate, Dynamic Medical Technologies Inc. ("DMT"; TWSE code: 4138) is focused on trading, repair and maintenance of aesthetic lasers and light-based equipment in Taiwan, fillers for injections, and medical aesthetic-grade skincare products. DMT will strive to achieve its mission of providing exquisite beauty by continuing to focus on developing and introducing the latest and safest medical aesthetic products and provide comprehensive skin and body medical aesthetic-level products. Subsequent revenues will mostly come from Picoway picosecond laser, Pro U Alexandrite Laser, Animers, ANIMERS, Hyadermis hyaluronic acid filler, AestheFill collagen filler, Prima Laser, Fotona laser vaginal tightening and body sculpting series, CoolTech fat freezing equipment, and DR CYJ hair growth products.

The Company's affiliate, Arich Enterprise Co., Ltd. ("Arich"; TWSE code: 4173) is focused on pharmaceutical sales and logistics in Taiwan. Arich will actively seek for partnerships with pharmaceutical principals to expand the basis of pharmaceutical distribution and logistics. In addition to continuously obtaining GMP and GDP certification for pharmaceuticals issued by the government, this year will apply for GMP and GDP certification for medical supplies, stepping into the logistic service field of medical supplies. Concurrently, Arich will also collaborate with international principals to increase the market share of product, continue to introduce new drug and health supplements and health care-related products, enhance interactions with customers, and to provide more well-rounded and professional service.

Besides building the hardware and facilities for all-round nursing homes and providing healthcare management services, Asia Best Healthcare ("ABH"),

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an affiliate of the Company, will work together to promote the sound development of Taiwan's long-term care system, and provide dignified and humane care for the elderly, the disabled, and the demented. In addition, the number of elderly people (65 years or older) in Taiwan reached 16.07% at the end of 2020, in line with the 10-year long-term care plan, ABH is actively setting up a long-term care corporation, expanding the service locations in communities, and building an integrated long-term care network. By integrating a daycare center and clinic that jointly cater to the health-related needs of the public and strengthening a tiered care and service model, ABH aims to provide continuous subsequent caring and housing to satisfy the public's healthcare needs. In addition, ABH is also expanding the service locations of long-term care and daycare centers and aspires to become the best healthcare company throughout Asia.

The Company has also invested in EG Healthcare Inc., has cultivated deeply in the Philippines for seventeen years, and because the domestic market demand for medical care in the Philippines has been growing steadily and its medical equipment industry has not yet flourished, the Company will continue to expand the local business of hemodialysis and relevant medical products, provide management consultation and healthcare education and training to improve the quality of its healthcare services, integrate the resources of the Company and its affiliates to develop different medical divisions and products, and use the experience learned in the Philippines to train the staff to become professionals for the manpower needed in Southeast Asia in the future, to lay the foundation for the competitive advantage of sustainable development in Southeast Asia market.

The companies has also invested in Renal Laboratories Sdn. Bhd, which engages in the production and manufacturing of dialysate, and Medi-Chem System Sdn. Bhd., which engages in the sales of medical products, may develop their markets in Southeast Asia in the future in line with the strategy of the Group. In addition to extending the production, manufacturing and sales of dialysis-related products to the Association of Southeast Asia Nations, we can further introduce the medical equipment and consumables needed in Malaysia to enlarge the overall source of profit.

Excelsior Asset Management Co., Ltd., an affiliate of the Company, will continue to acquire real estate that meet the operational needs of medical institutions or long-term care facilities. To achieve the goal of maximizing synergies for its affiliates, it also seeks to form stable long-term lease contracts with medical institutions or long-term care facilities, on top of gradually expanding to encompass lease services with medical equipment.

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  • IV. The influences of the external competitive environment, regulatory environment and overall business environment

According to the research report of the Industrial Economics & Knowledge Center (IEK) of ITRI, the global population aged 65 years or older is expected to peak in 2011-2029. The National Development Council also announced that the proportion of the elderly in Taiwan exceeded 16% of the total population in 2020, and that Taiwan has become an “aged society” as defined by the World Health Organization (WHO). According to the information released by the Ministry of the Interior, as of the end of 2020, the number of elderly people (65 years or older) in Taiwan reached 3,787,315, for an increase of 180,188 compared to that at the end of 2019, and accounting for 16.07% of the total population (23,561,236); it is estimated that by 2026, the elderly population in Taiwan will reach 20%, making Taiwan a super-aged society. The drastic rise of elderly population has made it necessary for young and middle-aged people to seriously face the retired life and health care of their own and their elders, and plan in advance for the elderly health care to meet the needs of the future market. Therefore, in line with the “Ten-Year Long-Term Care Program”, “Long-Term Care Service Network Program”, and the “Long-Term Care Capacity Improvement Program” promoted by the Government, the Company will build a complete long-term health care system in stages.

With the increase in Taiwan’s national income and economic growth in recent years, people are paying more attention to their health, and as the result of population aging and the increase in the number of patients with chronic diseases such as obesity, diabetes, and hypertension, the demand for medical care and related products has increased significantly. Driven by the dynamic adjustment and growth trend of medical supply and demand structure, the Company can bring greater development opportunities to the medical industry.

Fu Hui-Tung, Chairman

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`

. Company Profile

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1. Date of Incorporation

March 15, 1988

2. Company History

  • March 1988

  • Enfield Medical Supply Ltd. was established and elected Hui-Tung Fu as the first chairman. The Company engaged in the sale of hemodialysis medical supplies, wound and ostomy medical products.

  • March 1989 In responding to business expansion, Enfield Medical Supply Ltd. was changed to Enfield Medical Co., Ltd.

  • February 1992 Established Taichung office to expand the sales channels, and built a maintenance team in central Taiwan.

  • May 1996

  • Established Kaohsiung office to expand the sales channels, and built a maintenance team in southern Taiwan.

  • January 1997 Completed intranet structure, and the management of operation entered into e-commerce.

  • October 1997 The IT department completed Internet structure and integrated the Internet and the Intranet. IT department began to replace out-of-date components and servers to solve the millennium bug crisis.

  • June 1998 The Company entered globalization era, joint venture with RTS Worldwide Holding Inc, a subsidiary company of Baxter International, and planed to establish “Jiate Excesior Co., Ltd.” to expand and manage hemodialysis related business.

  • July 1998 The Company was approved as a public company by Securities and Futures Commission, Ministry of Finance to improve management performance.

  • November 1999 Built internal resources to integrate, JDE information management system.

  • April 2000

  • Joint venture with Bexcom Co.,Ltd., Heye Investment Co.,Ltd., Chiayi Investment Co.,Ltd., established Bestchain Online Business Co., Ltd., and entered into the medical health e-commerce field.

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October 2000

  • Invested Yusheng International Co., Ltd., and entered into the field of reverse osmosis water treatment equipment and maintenance for medical and biotechnology industry.

  • February 2001 The company was approved as “biotechnology stock” by Taipei Exchange, stock code is 4104 which officially qualified to list stock.

  • June 2001 1.Public trading could commence on June 8, 2001 pursuant to authorization from Taipei Exchange.

  • 2.Invested in E-Young Technology Co., Ltd., entered into medical enginerring agency and maintenance field.

  • March 2003 Invested in Excelsior Healthcare Co., Limited, an overseas holding company in the British Virgin Islands, engaged in the investment and operation of the medical industry in Asia and overseas. The company established EG Healthcare, Inc. to develop medical-related industries in the Philippines.

  • August 2003 Invested in Visionfront Corporation, and entered into the ophthalmology field.

  • October 2003 Puchased Zhonghe Office to establish the Group headquarters.

  • April 2004 Invested in Dynamic Medical Technologies Inc., and entered into the aesthetic medical field.

  • March 2005 Purchased all shares of Jiate Excesior Co., Ltd. invested by RTS Worldwide Holding Inc., which is the subsidiary of Baxter International, and obtained channels of the entire hemodialysis of that company.

  • April 2005 The subsidiaries, E-Young Technology Co., Ltd. and Yusheng International Co., Ltd. merged, and the former is the surviving company.

  • January 2006 1.Upgraded internal resource to integrate ERP system for effectiveness.

  • 2.To streamline the affiliates, Bestchain Healthtaiwan Co., Ltd. and Chiayi Applied Technology Co., Ltd. merged, and the former is the surviving company.

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  • January 2007 The Company sold 51% shares of its subsidiary Jiate Excesior Co., Ltd. to Fresenius Medical Care Hong Kong Co., Ltd. joint venture to expand hemodialysis business.

  • April 2007 Invested in Bestsmile Co., Ltd., and entered into the field of dental management consultancy service.

  • May 2007

  • The subsidiary, Dynamic Medical Technologies Inc., invested in Great China Technology Development Limited into the international aesthetic medical field.

  • December 2007 The Company’s stock terminated the trading of its shares on Taipei Exchange and listed on the Taiwan Stock Exchange on December 31, 2007.

  • September 2008 Invested Asia Best Healthcare Co., Ltd. to expand the long-term care business in Greater China through the third place indirect investment.

  • November 2008 Signed a share exchange agreement with Jiuyu Investment Co., Ltd. and issued new shares due to acquisition of 51% shares of Arich Enterprise Co., Ltd. held by Jiuyu Investment Co., Ltd.

  • June 2009 The Company's name was formally changed from “Enfield Medical Co., Ltd.” to “Excelsior Medical Co., Ltd.”

  • December 2009 The subsidiary, Dynamic Medical Technologies Inc., initially offerd shares of stocks to the public in September, 2009, and its shares had acquired approval from Taipei Exchange to trade in the emerging stock market since December 28, 2009.

  • December 2010 The subsidiary, Dynamic Medical Technologies Inc., terminated the trading of its shares on TPEx emerging stock market and listed on Taipei Exchange on December 29, 2010.

  • February 2011 Established the subsidiary, Excelsior Medical Co., Limited (Hong Kong), to invest medical industry in China region.

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May 2011

June 2011

  • December 2011

July 2012

November 2012

Yujia Medical Service Co., Ltd. was established as a joint venture through Excelsior Medical Co., Limited (Hong Kong) to develop medical industry in China region.

  • The subsidiarys, “E-Young Technology Co., Ltd.” and “Animation Medical Technologies Ltd.” merged, and the latter is the surviving company.

  • Established Remuneration Committee to implement corporate governance and integrity codes.

  • The subsidiary, Arich Enterprise Co., Ltd., initially offerd shares of stocks to the public in May 2012, and its shares had acquired approval from Taipei Exchange to trade in the emerging stock market since July 10, 2012.

  • 1.The Company originally invested in Asia Best Healthcare Co., Ltd. through Excelsior Healthcare Co., Limited. Due to expansion of business in Greater China, the investment framework was restructured and shares of Asia Best Healthcare Co., Ltd. were transferred from Excelsior Healthcare Co., Limited to Excelsior Medical Co., Limited (Hong Kong).

  • 2.Excelsior Medical Co., Limited (Hong Kong) carried out capital injection, and the shares were purchased by Excelsior Healthcare Co., Limited. After the capital injection of Excelsior Medical Co., Limited (Hong Kong), the Company and Excelsior Healthcare Co., Limited hold 44.7% and 55.3% of its shares respectively.

  • October 2013 The subsidiary, Arich Enterprise Co., Ltd., terminated the trading of its shares on TPEx emerging stock market and listed on Taipei Exchange on October 31, 2013.

  • October 2014 The Company and the subsidiary Dynamic Medical Technologies Inc. separately acquired 0.6% and 0.4% of Caregen Co., Ltd. shares in October 2014 to develop proprietary, patented peptide technology for hair growth, hair care treatment and to promote products from DR.CYJ brand.

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October 2015

  • The Company established Shinkong Excelsior Asset Management Co., Ltd. as a joint venture. The parties conbined their respective advantageous resources to develop real estate investments in medical-related industries.

  • June 2016 Established Audit Committee to strengthen the Company’s corporate governance system.

  • July 2017 The Company merged with its subsidiary Animation Medical Technologies Ltd. to integrate group resource. The Com an was the survivin com an . p y g p y

  • December 2017 The Company acquired 100% of SinoExcelsior Investment Inc.(Its original name is Yujia Medical Service Co., Ltd.) from Sinopharm Group Co.,Ltd. through Excelsior Medical Co., Limited (Hong kong) upon the completion of this transation in order to expand to madical industries in China region.

November 2018

  • 1.The Subsidiary, SinoExcelsior Investment Inc., adjusted its operation strategy to reduce capital and change its company name and business content. It was approved to chan e its re istered Chinese name. g g

  • 2.The Subsidiary, Excelsior Healthcare Co., Limited established Excelsior Investment (Malatsia) Co., Ltd. to develo the Southeast Asia market. p

June 2019

  • 3.Acquired 70% shares in RENAL LABORATORIES SDN. BHD. and MEDI CHEM SYSTEMS SDN. BHD. through the subsidiary, Excelsior Investment (Malatsia) Co., Ltd., By investing in dialysate manufacturer in Malaysia, the Company looks to expand into the hemodialysis market and enter into dialysis-related roducts manufacturin in Southeast Asia.

  • p g

  • Elections for the 12th board of directors (including inde endent directors in the shareholders’ meetin . p ) g

19

  • August 2019 The Company acquired 51% of the shares of Shinkong Excelsior Medical Asset Management Co., Ltd., increasing the Company's shareholding ratio from 49% to 100%, and the name of the subsidiary was changed to Excelsior Asset Management Co., Ltd..

  • October 2019 In October 2019, SinoExcelsior Investment Inc. adjusted management strategies and disposed its entire shares in Beijing Sinoexcelsior Investment Management Co., Ltd. and Shanghai Wanli Medical Cosmetology Clinic Co., Ltd., a 100% owned subsidiary of Beijing Sinoexcelsior.

  • January 2020 Issued 1,300 million shares for capital injection. Shares were issued at NT$45 per share, and NT$585,000,000 was raised. After the capital injection, share capital was NT$1,411,489,700.

  • April 2020 Arich Enterprise Co., Ltd. issued 30 million shares for capital injection. Shares were issued at NT$15 per share, and NT$450,000,000 was raised. After the capital injection, share capital was NT$745,743,550.

  • May 2020 The Company acquired normal saline permit license and outsourced manufacturing to ASTAR CHEMICAL & PHAR CO., LTD..

December 2020 The Company acquired import certificate of NIKKISO’s new model DBB-EXA ES hemodialysis machine approved by Ministry of Health and Welfare. The new model DBB-EXA ES hemodialysis machine added new functions, including online hemodialysis powder infusion and data output communication interface. In addition to meeting current medical requirements, also enhance the product’s sales strength by adding various functions.

January 2021

The Subsidiaries, Dynamic Medical Technologies Inc. and Arich Enterprise Co., Ltd. moved to the same buildin in favor of the Grou overall lannin . g p p g

20

. Corporate Governance Report

21

1. Organization

(1) Organizational chart

==> picture [663 x 433] intentionally omitted <==

22

(2) Department operations

Department operations Department operations
Department Responsibilities
Board of Directors Decision-making over business strategies, reviewing
legally stipulated regulations, laws and bylaws,
reviewing budgets and other functional authorities
pursuant to laws and the Shareholders’ Meeting.
Remuneration committee Evaluate the remuneration policies of directors,
supervisors, and managers, and to propose
recommendations to the Board of Directors for
references.
Audit committee Composed of all independent directors, the Audit
Committee assists the Board of Directors in
supervising the quality and integrity in respect of
implementation of relevant accounting, auditing,
and financial reporting procedures and control over
the Company’s finance.
Auditing office In charge of investigating and evaluating the
implementation of the Company’s internal control
system and to assess operational efficiency, and to
provide recommendations for improvement.
Chairman Convene Board of Directors and supervise the
General Manager to execute resolutions from the
Board meetings.
General manager Implements policies and decisions from the Board of
Directors and operational strategies; in charge of
integrating the Company’s departments to expand
businesses and to establish internal management
system.
General
Manager’s
Office
General
Manager’s
Office
Monitor and manage the Company’s
investment portfolio, research and propose overall
business strategies, goals, and strategies and to
collect management information, and analysis of
matters related toproduct development.
Public
Relations
Office
Acts as the Company’s spokesperson and channel of
communications with external entities.
Strategic
Planning
Office
In charge of promoting corporate image and market
planning.
Legal Office In charge of reviewing and signing contracts and
other relevant matters.
Secretariat
Office
In charge of receiving visitors, handle matters and
agenda related to various inter-departmental
meetings, and tasks assigned by the Chairman and
General Manager.

23

Department Department Responsibilities
Human
Resources
Department
Human
Resources
Division
In charge of human resources management matters
related to staff recruitment, employee development,
compensation management, employee benefits and
employee relations.
IT Division In charge of planning the information technology
and management over relevant equipment.
Finance &
Admin
Department
Accounting
Division
Responsible of accounting, tax, and supervision of
subsidiaries.
Finance &
Admin
Division
Cashier, finance planning, stock affair, and general
administrative tasks.
Sales service
Division
Responsible for procurement and customer service.
Sales &
Marketing
Department
Product
Development
Division
In charge of new product development and
introduction.
Dialysis
Business
Division
In charge of planning, market research, and sales
and purchase planning related to dialysis, Covidien,
and medicalproducts.
Medical
Product
Division
In charge of promoting blood bag and wound and
ostomy products.
Technical
Service
Division
After-sale repair and maintenance of medical device.
Home
Appliance
Division
Planning, market research, and sales and purchase
planning related to healthcare home appliances and
other consumerproducts.
Overseas
Business
Department
Philippines
Business
Division
In charge of planning and investments in overseas
markets.
Malaysia
Business
Division
China
Business
Division
Project
Division

24

2. Directors and Management Team

(1) Directors

A. Directors 2021/04/24 Unit: share

Title Nationali
ty/ Place
of
Incorpor
ation
Name Gen
der
Date
Elected
Term
(Year
s)
Date
First
Elected
Shareholding when
Elected
Shareholding when
Elected
Current Shareholding Current Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding by
Nominee
Arrangement
Shareholding by
Nominee
Arrangement
ExperienceEducation Other Position Executives,
Directors or
Supervisors Who
are Spouses or
within Two Degrees
of Kinship
Executives,
Directors or
Supervisors Who
are Spouses or
within Two Degrees
of Kinship
Executives,
Directors or
Supervisors Who
are Spouses or
within Two Degrees
of Kinship
Remark
(s)
(Note)
Shares Shares Shares Shares Title Name Relati
on
Chairman TW Fu
Hui-
Tung
M 2019/06 3 2001/4 436,763 0.34% 469,993 0.33% 1,645 0.00% 3,819,438 2.71% Master of Business Administration,
University of Southern Queensland,
Australia
Laboratory Department,Central
Taiwan University of Science and
Technology (originally known as
Department of Radiological
Technology , ChungTai Junior
College)
Chairman of Dynamic Medical Technologies Inc.
Chairman of Arich Enterprise Co., Ltd.
Director of Excelsior Beauty Co., Ltd.
Chairman of Excelsior Group Holdings Co., Ltd.
Chairman of Xuan Hui Investment Co., Ltd.
Director of Bestchain Healthtaiwan Co., Ltd.
Director of Visionfront Corporation
Chairman of Excelsior Healthcare Co., Ltd.
Chairman of Excelsior Medical Co., Limited (Hong
Kong)
Chairman of Excelsior Asset Management Co., Ltd.
Chairman of Asia Best Healthcare Co., Ltd.
Director of SinoExcelsior Investment Incorporation
Chairman of Excelsior Investment (Malaysia) Co.,
Ltd
Director of Excelsior Group Holdings Ltd.
Director of CYJ International Co., Ltd.
Director of Excelsior Health Foundation
Director of Focus Health Co., Ltd.
Dire
ctor
Fu Jo-
Hsuan
Father
and
son
None
Director TW Excelsi
or
Group
Holdin
gs Co.,
Ltd.
- 2019/06 3 1998/4 13,860,296 10.82% 14,914,833 10.57% N/A None None None None None
Representat
ive of
juristic-
person
director
TW Excelsi
or
Group
Holdin
gs Co.,
Ltd.
Repres
entativ
e:Chen
Tun-
Ling
M 2019/06 3 2001/4 507,861 0.40% 546,500 0.39% 4,304 0.00% Department of Medicine, Taipei
Medical University
Physician and Nephrologist
Director of Feng Yuan Chen General
Hospital
Director of Shinshen Hospital
Director of Jia Ping Clinic
Director of Taiwan Society of
Nephrology
Director of Taiwan Society of
NephrologyPublic Affairs Committee
Nephrologist (Director) of Jia Ming Clinic
Honorary President of Taiwan Society of Dialysis
Medical Technologists
Nephrologist of Kaohsiung Yuoshen Hospital
None None None None

25

Title Nationali
ty/ Place
of
Incorpor
ation
Name Gen
der
Date
Elected
Term
(Year
s)
Date
First
Elected
Shareholding when
Elected
Shareholding when
Elected
Current Shareholding Current Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding by
Nominee
Arrangement
Shareholding by
Nominee
Arrangement
ExperienceEducation Other Position Executives,
Directors or
Supervisors Who
are Spouses or
within Two Degrees
of Kinship
Executives,
Directors or
Supervisors Who
are Spouses or
within Two Degrees
of Kinship
Executives,
Directors or
Supervisors Who
are Spouses or
within Two Degrees
of Kinship
Remark
(s)
(Note)
Shares Shares Shares Shares Title Name Relati
on
Representat
ive of
juristic-
person
director
TW Excelsi
or
Group
Holdin
gs Co.,
Ltd.
Repres
entativ
e:Kao
Shen
F 2019/06 3 2018/12 219,121 0.17% 235,792 0.17% Adjunct professor ,Shanghai
University of Finance and Economics
Zhejiang College
Doctor of Accounting, Shanghai
University of Finance and Economics
Master degree ,National Taiwan
University EMBA
Department of Accounting, National
Chung Hsing University
Vice President of Excelsior Medical
Co., Ltd.
General Manager of Excelsior Medical
Co., Ltd.
General Manager of Jiate Excelsior
Co., Ltd.
Auditor,Deloitte & Touche
Chairman of SinoExcelsior Investment, Inc.
General Manager of SinoExcelsior Investment, Inc.
Director of CP Bo-Ai Inverstment Limited.
Director of Beijing Taipingyang Bo-Ai Medical
Treatment Management Consultant Co., Ltd.
Director of Asia Best Healthcare Co.,Ltd .
Chairman of EG Healthcare, Inc.
Director of Renal Laboratories Sdn. Bhd.
Director of Medi-Chem Systems Sdn. Bhd
Director of Renal Management Sdn. Bhd
Supervisor of Excelsior Investment Co., Ltd.
Supervisor of Excelsior Group Holdings Co., Ltd.
Director of Excelsior Health Foundation
Director of Sinopharm Logistics Co.,Ltd.
Supervisor of Visionfront Corporation
None None None None
Director TW Wang
Ming-
Ting
M 2019/06 3 1998/05 47,792 0.04% 63,428 0.04% Master of Business Administration,
University of Southern Queensland,
Australia
Department of Accounting and
Statistics, National Taichung College
of Business
Section Manager of Accounting
Section and Examination Section,
Taiwan Land Development
Investment Trust Corporation
Specialist of Bank Of Communications
Director of Dynamic Medical Technologies Inc.
Director of Arich Enterprise Co., Ltd.
Supervisor of Bestchain Healthtaiwan Co., Ltd.
Director of Excelsior Investment Co., Ltd.
Director of Excelsior Group Holdings Co., Ltd.
Dirtctor of Xuan Hui Investment Co., Ltd.
Dirtctor of Excelsior Asset Management Co., Ltd.
General Manager of Excelsior Asset Management
Co., Ltd.
Supervisor of Excelsior Beauty Co., Ltd.
Supervisor of CYJ International Taiwan Inc.
Director of Join Fun Co., Ltd.
Chairman of Arich Best Chain Co., Ltd.
Director of Excelsior Health Foundation
Supervisor of Chia En Long-term Care
Corporation
None None None None
Director TW Hsieh
Yen-
Sheng
M 2019/06 3 2013/06 595,865 0.46% 641,200 0.45% 184,372 0.13% Master of Business Administration,
University of Southern Queensland,
Australia
Department of Industrial Engineering,
Chung Yuan Christian University

Chairman of Pu Yu Investment Co., Ltd.
Director of Unimicron Technology Corp.
Independent Director of Yufo Electronics Co. Ltd.
Director of Quan Ren Zhong Yuan Yu Cheng
Investment Co., Ltd.
Director of Goldred Nanobiotech Co.,Ltd.
None None None None

26

Title Nationali
ty/ Place
of
Incorpor
ation
Name Gen
der
Date
Elected
Term
(Year
s)
Date
First
Elected
Shareholding when
Elected
Shareholding when
Elected
Current Shareholding Current Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding by
Nominee
Arrangement
Shareholding by
Nominee
Arrangement
ExperienceEducation Other Position Executives,
Directors or
Supervisors Who
are Spouses or
within Two Degrees
of Kinship
Executives,
Directors or
Supervisors Who
are Spouses or
within Two Degrees
of Kinship
Executives,
Directors or
Supervisors Who
are Spouses or
within Two Degrees
of Kinship
Remark
(s)
(Note)
Shares Shares Shares Shares Title Name Relati
on
Director TW Fu Jo-
Hsuan
M 2019/06 3 2016/06 100,000 0.07% Bachelor of Business Administration,
Department of Information
Management, National Central
University
Senior Advisor of Abeam Consulting
Ltd.
General Manager of Dynamic Medical
Technologies Inc.
Chairman of Excelsior Investment Co., Ltd.
Director of Excelsior Group Holdings Co., Ltd.
General Manager of Excelsior Renal Service Co.,
Ltd. (Hong Kong)
General Manager of Jiate Excelsior Co., Ltd.
Director of Bestchain Healthtaiwan Co., Ltd.
Director of Dynamic Medical Technologies Inc.
Director of Excelsior Beauty Co., Ltd.
Dirtctor of Xuan Hui Investment Co., Ltd.
Dirtctor of Excelsior Asset Management Co., Ltd.
Director of SinoExcelsior Investment Inc.
Director of Renal Laboratories Sdn. Bhd.
Director of Medi-Chem Systems Sdn. Bhd
Director of Dynamic Medical Technologies (Hong
Kong) Ltd.
Chairman of CYJ International Taiwan Inc.
Director of Medytox Taiwan Inc.
Director of Excelsior Long-term Care Corporation
Director of Chia En Long-term Care Corporation
Director of Excelsior Health Foundation
Chai
rma
n
Fu
Hui-
Tung
Father
and
son
None
Independent
Director
TW Chan
Tzu-
Sheng
M 2019/06 3 2008/06 380 0.00% 408 0.00% Department of Accounting and
Statistics, Tamsui Institute of Business
Administration
Assistant Manager, Taiwan
Cooperative Bank
Independent Director of Arich Enterprise Co., Ltd. None None None None
Independent
Director
TW Chang
Wu-I
M 2019/06 3 2012/06 Researcher of International Tax
Planning, Law School, Harvard
University
Master of Finance, National Chengchi
University
Bachelor of Economics, National
Chung Hsing University
Partner of Taxation Department,
KPMG Taiwan
Chairperson of KPMG Taiwan
Independent Director of Arich Enterprise Co., Ltd.
Independent Director of Aerowin Technology
Corp.
None None None None
Independent
Director
TW Kuo
Yu-
Chia
M 2019/06 3 2016/06 Bachelor of Laws, National Taiwan
University
Master of Laws, George Washington
University
Director of Teleport Access Services, Inc.
Chairman of Kai Sen Investment Co. Ltd.
Chairman of Kai Sen Management Consulting Co.,
Ltd.
Supervisor of Excellent Water Appraisal & Co.
None None None None

Note: Where the Chairman of the Board of Directors and the President or person of an equivalent post (the highest level manager) of a company are the same person, spouses, or relatives within the first degree of kinship, the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto (such as increasing the number of independent director seats, and more than half of all directors must not concurrently serve as employees or managers) must be disclosed.

27

B. Major shareholders of the institutional shareholders

April 24,2021 April 24,2021
Name of Institutional
Shareholders
Major Shareholders %
Excelsior Group Holdings
Co., Ltd.
Fu Hui-Tung 35.74%
Liao Mei-Hui 16.75%
Excelsior Investment Co., Ltd. 16.41%
EXCELSIOR GROUP HOLDINGS LTD. 12.89%
Xuan Hui Investment Co., Ltd. 10.89%
Wei XiangInvestment Co., Ltd. 1.31%
Chou Wen-Lan 1.10%
Li Ming-Chuan 1.06%
Yen Kun-Piao 0.94%
Fu Pi-Yun 0.75%

C. Major shareholders of the Company’s major institutional shareholders

April 24, 2021

April 24,2021
Name of Institutional
Shareholders
Major Shareholders %
Excelsior Investment Co., Ltd. Excelsior Group Holdings Co.,
Ltd.
31.20%
Xuan Hui Investment Co., Ltd. 22.86%
WangWei-Pin 21.90%
Long Bon International
Industrial Co.,Ltd.
8.00%
Wei XiangInvestment Co., Ltd. 6.73%
REIJU Construction Co Ltd. 2.00%
Hsueh Fu-Chuan 1.63%
Tsai Wen-Ching 1.06%
LiangMing-Shu 1.06%
Wu Sheng-Zhong 1.06%
EXCELSIOR GROUP HOLDINGS LTD. Fu Hui-Tung 60.00%
WangWei-Pin 40.00%
Xuan Hui Investment Co., Ltd. Fu Hui-Tung 69.20%
FuJo-Hsuan 30.76%
WangMing-Ting 0.02%
Liao Mei-Hui 0.02%
Wei Xiang Investment Co., Ltd. WangWei-Pin 88.00%
WangChun-Hsiang 11.00%
WangLi-Ching 1.00%

28

D. Professional qualifications and independence analysis of directors and upervisors

Criteria
Name
Meet One of the Following Professional Qualification Requirements, Together
with at Least Five Years Work Experience
Meet One of the Following Professional Qualification Requirements, Together
with at Least Five Years Work Experience
Meet One of the Following Professional Qualification Requirements, Together
with at Least Five Years Work Experience
Independence Criteria (Note) Independence Criteria (Note) Independence Criteria (Note) Independence Criteria (Note) Independence Criteria (Note) Independence Criteria (Note) Independence Criteria (Note) Independence Criteria (Note) Independence Criteria (Note) Independence Criteria (Note) Independence Criteria (Note) Independence Criteria (Note) Number of
Other Public
Companies
in Which the
Individual is
Concurrently
Serving as an
Independent
Director
An Instructor or Higher
Position in a Department
of Commerce, Law,
Finance, Accounting, or
Other Academic
Department Related to
the Business Needs of the
Company in a Public or
Private Junior College,
College or University
A Judge, Public
Prosecutor, Attorney,
Certified Public
Accountant, or Other
Professional or Technical
Specialist Who has
Passed a National
Examination and been
Awarded a Certificate in
a Profession Necessary
for the Business of the
Company
Have Work Experience in
the Areas of Commerce,
Law, Finance, or
Accounting, or Otherwise
Necessary for the
Business of the Company

1
2 3 4 5 6 7 8 9 10 11 12
Fu Hui-Tung None
Excelsior Group
Holdings Co.,
Ltd.
Representative:C
hen Tun-Ling
None
Excelsior Group
Holdings Co.,
Ltd.
Representative:K
ao Shen
None
WangMing-Ting None
Hsieh Yen-Sheng 1
FuJo-Hsuan None
Chan Tzu-Sheng 1
ChangWu-I 2
Kuo Yu-Chia None

Note: Please tick the corresponding boxes that apply to the directors or supervisors during the two years prior to being elected or during the term of office. 1. Not an employee of the Company or any of its affiliates.

  1. Not a director or supervisor of the Company or any of its affiliates. Not applicable in cases where the person is an independent director appointed in

29

accordance with the laws and regulations of the local country by, and concurrently serving as such at, a company and its parent or subsidiary or a subsidiary of the same parent.

  1. Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in holdings.

  2. A spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer under subparagraph 1 or any of the persons in the preceding two subparagraphs.

  3. Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act. But not applicable in cases where the person is an independent director appointed in accordance with the laws and regulations of the local country by, and concurrently serving as such at, a company and its parent or subsidiary or a subsidiary of the same parent.

  4. Not a director, supervisor, or employee of that other company that the company’s director seats or voting shares and those of any other company are controlled by the same person. But not applicable in cases where the person is an independent director appointed in accordance with the laws and regulations of the local country by, and concurrently serving as such at, a company and its parent or subsidiary or a subsidiary of the same parent.

  5. Not a director (or governor), supervisor, or employee of that other company or institution that a chairperson, general manager, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses. But not applicable in cases where the person is an independent director appointed in accordance with the laws and regulations of the local country by, and concurrently serving as such at, a company and its parent or subsidiary or a subsidiary of the same parent.

  6. Not a director, supervisor, officer, or shareholder holding 5% or more of the shares, of a specified company or institution which has a financial or business relationship with the Company. But not applicable in cases where the person holds 20 percent or more and no more than 50 percent of the total number of issued shares of the Company or is an independent director appointed in accordance with the laws and regulations of the local country by, and concurrently serving as such at, a company and its parent or subsidiary or a subsidiary of the same parent.

  7. Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations.

  8. Not having a marital relationship, or a relative within the second degree of kinship to any other director of the Company.

  9. Not been a person of any conditions defined in Article 30 of the Company Act.

  10. Not a governmental, juridical person or its representative as defined in Article 27 of the Company Act.

30

(3) Management team

2021/04/24 Unit: share

Title Nationa
lity
Name Gend
er
Date
Effective
Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding Shareholding ExperienceEducation Other Position Managers who are
Spouses or Within
Two Degrees of
Kinship
Managers who are
Spouses or Within
Two Degrees of
Kinship
Managers who are
Spouses or Within
Two Degrees of
Kinship
Remar
k(s)
(Note)
Shares Shares Shares Title Name Relati
on
General
Manager
TW Chang
Ming-
Cheng
M 2019/01/01 155,036
0.11%

College of Medicine, National Taiwan
University
Bachelor of Science in Department of
Medical Technology
Bachelor of Business Administration,
University of Ottawa
Product manager of B. BRAUN
TAIWAN CO., LTD.
Deputy General Manager of Excelsior
Medical Co., Ltd.
General Manager of EG Healthcare, Inc.
General Manager of Jiate Excelsior Co.,
Ltd.
Director of Excelsior Renal Service Co., Ltd.
(Hong Kong)
Director of Jiate Excelsior Co., Ltd.
Director of Dynamic Medical Technologies Inc.
Director of Arich Enterprise Co., Ltd.
Director of Visionfront Corporation
Director of Renal Laboratories Sdn. Bhd.
Director of Medi-Chem System Sdn. Bhd
Director of Bestsmile Co., Ltd.
Director of Arich Best Chain Co., Ltd.
Director of Excelsior Health Foundation
None None None None
Deputy
General
Manager
TW Wang
Ming-
Ting
M 2000/10/01 63,428
0.04%

Master of Business Administration,
University of Southern Queensland,
Australia
Department of Accounting and
Statistics, National Taichung College of
Business
Section Manager of Accounting Section
and Examination Section, Taiwan Land
Development Investment Trust
Corporation
Specialist of Bank Of Communications
Director of Dynamic Medical Technologies Inc.
Director of Arich Enterprise Co., Ltd.
Supervisor of Bestchain Healthtaiwan Co., Ltd.
Director of Excelsior Investment Co., Ltd.
Director of Excelsior Group Holdings Co., Ltd.
Dirtctor of Xuan Hui Investment Co., Ltd.
Dirtctor of Excelsior Asset Management Co., Ltd.
General Manager of Excelsior Asset Management
Co., Ltd.
Supervisor of Excelsior Beauty Co., Ltd.
Supervisor of CYJ International Taiwan Inc.
Director of Join Fun Co., Ltd.
Chairman of Arich Best Chain Co., Ltd.
Director of Excelsior Health Foundation
Supervisor of Chia En Long-term Care
Corporation
None None None None
CFO TW Chou
Cheng-
Hsiao
M 2011/08/03 47,912
0.03%

Bachelor of Accountancy, National
Chengchi University
Assist Manager of Audit Department,
Deloitte & Touche Taiwan
Accounting Division manager of
Excelsior Medical Co., Ltd.
Supervisor of Bestsmile Co., Ltd.
Director of Visionfront Corporation
Supervisor of SinoExcelsior Investment Inc.
Supervisor of Arich Best Chain Co., Ltd.
Supervisor of Excelsior Asset Management Co.,
Ltd.
Supervisor of Asia Best Life Care Technology Co.,
Ltd.
Director of Excelsior Health Foundation
None None None None

Note: Where the chairperson of the board of directors and the general manager or person of an equivalent post (the highest level manager) of a company are the same person, spouses, or relatives within the first degree of kinship, an explanation shall be given of the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto. For example, increase the number of independent directors, and a majority of the directors may not serve concurrently as an employee or managerial officer.

31

(4) Remuneration of directors, general managers and deputy general managers

A. Remuneration of directors and independent directors

Unit: NT$ thousands

Title Name Remun eration eration Ratio of Total
Remuneration
(A+B+C+D) to Net
Income (%)
(Note 10)
Ratio of Total
Remuneration
(A+B+C+D) to Net
Income (%)
(Note 10)
Relevant Re Relevant Re muneration Received by Directors Who are Also Employees Received by Directors Who are Also Employees Received by Directors Who are Also Employees Received by Directors Who are Also Employees Received by Directors Who are Also Employees Ratio of Total
Compensation
(A+B+C+D+E+F+G) to
Net Income (%)
(Note 10)
Ratio of Total
Compensation
(A+B+C+D+E+F+G) to
Net Income (%)
(Note 10)

Remunerat
ion from
ventures
other than
subsidiarie
s or
from the
parent
company
(Note 11)

Base Compensation (A)
(Note 2)

Severanc
e Pay (B) Directors
Compensation(C)
(Note 3)
Allowances (D)
(Note 4)
Salary, Bonuses, and
Allowances (E)
(Note 5)
Severanc e Pay (F) Employee Compensation (G)
(Note 6)
The
Company
All
Companies
in the
Consolidat
ed
Financial
Statements
(Note 7)

The
Company
All
Companies
in the
Consolidat
ed
Financial
Statements
(Note 7)


The
Company
All
Companies
in the
Consolidat
ed
Financial
Statements
(Note 7)

The
Company
All
Companies
in the
Consolidate
d Financial
Statements
(Note 7)

The
Company
All
Companies
in the
Consolidat
ed
Financial
Statements
(Note 7)


The
Company
All
Companies
in the
Consolidat
ed
Financial
Statements
(Note 7)
The
Company
All
Companies
in the
Consolidat
ed
Financial
Statements
(Note 7)

The Company
All Companies in the
Consolidated Financial
Statements
(Note 7)

The
Company
All
Companies
in the
Consolidat
ed
Financial
Statements
(Note 7)

Cash
Stock Cash Stock
Chairman Fu Hui-Tung 7,444 7,751 108 108 15,801 20,877 731 821 4.21% 5.17% 2,868 4,056 108 180 783 0 783 0 4.87% 6.05% 12,289
Director Excelsior
Group
Holdings Co.,
Ltd.
Representa
tive of
juristic-
person
director
Excelsior
Group
Holdings Co.,
Ltd.
Representative
:Chen Tun-
Ling
Representa
tive of
juristic-
person
director
Excelsior
Group
Holdings Co.,
Ltd.
Representative
:Kao Shen
Director Wang Ming-
Ting
Director Hsieh Yen-
Sheng
Director Fu Jo-Hsuan
Independe
nt Director
Chan Tzu-
Sheng
0 480 0 0 2,388 2,388 192 222 0.45% 0.54% 0 0 0 0 0 0 0 0 0.45% 0.54% 0
Independe
nt Director
Chang Wu-I
Independe
nt Director
Kuo Yu-Chia
1. Please describe the policy, system, standard, and structure of remuneration to independent directors, and the correlation between duties, risk, and time input with the amount of remuneration:Compensations for the Company's Independent Directors are set in accordance with
the Company's Articles of Incorporation, remuneration policy and procedures, and in reference to the Company's current operational scale and business conditions, and paid after approval from the Remuneration Committee and a resolutions from the Board of Directors.
2. In addition to the above remuneration, director remuneration shall be disclosed as follows when received from companies included in the consolidated financial statements in the most recent year to compensate directors for their services, such as being independent
contractorsNone.
  1. Please describe the policy, system, standard, and structure of remuneration to independent directors, and the correlation between duties, risk, and time input with the amount of remuneration:Compensations for the Company's Independent Directors are set in accordance with the Company's Articles of Incorporation, remuneration policy and procedures, and in reference to the Company's current operational scale and business conditions, and paid after approval from the Remuneration Committee and a resolutions from the Board of Directors.

  2. In addition to the above remuneration, director remuneration shall be disclosed as follows when received from companies included in the consolidated financial statements in the most recent year to compensate directors for their services, such as being independent contractors None.

32

Remuneration grading table of directors and independent directors

Range of Remuneration Name of Directors Name of Directors Name of Directors Name of Directors
Total of(A+B+C+D) Total of(A+B+C+D+E+F+G)
The Company
(Note 8)
Companies in the Consolidated
Financial Statements
(Note 9)(H)
The Company
(Note 8)
Companies in the Consolidated
Financial Statements
(Note 9)(H)
Less thanNT$ 1,000,000 Excelsior Group Holdings Co., Ltd.,
Excelsior Group Holdings Co., Ltd.
representatives:Chen Tun-Ling, Hsieh
Yen-Sheng, Chan Tzu-Sheng, Chang
Wu-Yi,Kuo Yu-Chia




Excelsior Group Holdings Co., Ltd.,
Excelsior Group Holdings Co., Ltd.
representatives:Chen Tun-Ling, Hsieh
Yen-Sheng, Kuo Yu-Chia



Excelsior Group Holdings Co., Ltd.,
Excelsior Group Holdings Co., Ltd.
representatives:Chen Tun-Ling, Hsieh
Yen-Sheng, Chan Tzu-Sheng, Chang
Wu-Yi,Kuo Yu-Chia




Excelsior Group Holdings Co., Ltd.,
Excelsior Group Holdings Co., Ltd.
representatives:Chen Tun-Ling, Hsieh
Yen-Sheng, Kuo Yu-Chia
NT$1,000,000 ~ NT$1,999,999 Wang Ming-Ting Wang Ming-Ting, Chan Tzu-
Sheng,ChangWu-Yi
Chan Tzu-Sheng, Chang Wu-Yi
NT$2,000,000 ~ NT$3,499,999
NT$3,500,000 ~ NT$4,999,999 Excelsior Group Holdings Co., Ltd.
representatives:Kao Shen
Excelsior Group Holdings Co., Ltd.
representatives:Kao Shen, Wang
Ming-Ting
NT$5,000,000 ~ NT$9,999,999 Fu Jo-Hsuan Excelsior Group Holdings Co., Ltd.
representatives:Kao Shen, Fu Jo-
Hsuan
Fu Jo-Hsuan Excelsior Group Holdings Co., Ltd.
representatives:Kao Shen, Fu Jo-
Hsuan,WangMing-Ting
NT$10,000,000 ~ NT$14,999,999 Fu Hui-Tung Fu Hui-Tung Fu Hui-Tung Fu Hui-Tung
NT$15,000,000 ~ NT$29,999,999
NT$30,000,000 ~ NT$49,999,999
NT$50,000,000 ~ NT$99,999,999
Greater than or equal to NT$100,000,000
Total 10 10 10 10
  • Note 1: The Directors' names should be listed separately (if a corporate shareholder, the corporate name and the representative's name should be listed separately), and the payments should be consolidated for disclosure. The amount of cash payment is disclosed in a summary. If the director is also the general manager or deputy general manager, this table and the following table (3-1) or (2-2) shall be filled in.

  • Note 2: The Director's remuneration for the most recent year (including salary, job allowances, Retirement Pension, various bonuses and incentives).

Note 3: The latest amount of Director's remuneration as passed by the board of directors.

  • Note 4: The latest annual business execution expenses of the Director (including transportation costs, special expenses, various subsidies, dormitory expenses, car expenses and other physical provisions). In case of the provision of expenses for housing, cars and other means of transportation or exclusive personal expenses, please disclose the nature and cost of the assets provided, the actual or fair market price of the rent, gasoline and other payments. If a driver is provided, please indicate the Company's relevant remuneration to the driver, but the amount should not be included in the remuneration.

  • Note 5: The latest salary, job allowances, Retirement Pension, various bonuses, incentives, car expenses, special expenses, various subsidies, dormitory expenses, car expenses and other physical provisions for the Director's other jobs (including the positions of General Manager, Deputy General Manager, Manager and other positions). In case of the provision of expenses for housing, cars and other means of transportation or exclusive personal expenses, please disclose the nature and cost of the assets provided, the actual or fair market price of the rent, gasoline and other payments. If a driver is provided, please indicate the Company's relevant remuneration to the driver, but the amount should not be included in the remuneration. According to IFRS 2's recognition of remuneration in "Share-Based Payments", the remuneration shall include employee stock options, restricted-right employee shares and share subscription from participation in cash capital increase.

33

  • Note 6: If a Director receives employee remuneration (including stock and cash) on his/her other job(s) (including the positions of General Manager, Deputy Manager, Manager and other positions) in the latest year, please disclose the amount of employee remuneration as passed by the board of directors in the latest year. If the amount cannot be estimated, it should be calculated based on the percentage of the actual amount distributed last year, and Appendix 1-3 should be filled out.

  • Note 7: The total remuneration paid by all the companies (including the Company) in the consolidated report to the Company's Director.

  • Note 8: The total remuneration paid by the Company to each Director; the Director’s name should be disclosed in the respective tier.

  • Note 9: The total remuneration paid by all the companies (including the Company) in the consolidated report to each of the Company's Directors should be disclosed, and the Director's name s should be disclosed in the respective tier.

  • Note 10: Net profit after tax refers to the net after-tax profit for the latest year. If the International Financial Reporting Standards have been adopted, then it is the net after-tax profit of the individual company or the respective financial statement.

  • Note 11: a. In this field the amount of remuneration paid to the Director by the Company's re-invested businesses other than the subsidiaries should be clearly indicated.

  • b.If the Director receives remuneration from the Company's re-invested businesses other than the subsidiaries, such remuneration should be incorporated into column I of the Remuneration Tiers Table, and the name of the field should be changed to "All re-invested businesses".

  • c.Remuneration refers to the compensation, reward (including that for an employee, director or supervisor) and business execution expenses received by the Company's Director for acting as a director, supervisor or manager of the Company's invested businesses other than the subsidiaries.

  • The contents of the remuneration disclosed in this table are different from those in the Income Tax Law. Therefore, this statement is for the purpose of disclosure but not for taxation.

34

B. Remuneration of the general manager and deputy general manager

Title Name Salary(A)
(Note 2)
Salary(A)
(Note 2)
Severance Pay (B) Severance Pay (B) Bonuses and Allowances
(C)
(Note 3)
Bonuses and Allowances
(C)
(Note 3)
Employee Compensation (D)
(Note 4)
Employee Compensation (D)
(Note 4)
Employee Compensation (D)
(Note 4)
Employee Compensation (D)
(Note 4)
Ratio of Total
Compensation
(A+B+C+D) to Net
Income (%)
(Note 8)
Ratio of Total
Compensation
(A+B+C+D) to Net
Income (%)
(Note 8)
Remunera
tion from
Ventures
other than
Subsidiari
es or from
the Parent
Company
(Note 9)
The
Company
All
Companies in
the
Consolidated
Financial
Statements
The
Company
All
Companies in
the
Consolidated
Financial
Statements
The
Company
All
Companies in
the
Consolidated
Financial
Statements
The Company All Companies in
the Consolidated
Financial
Statements
(Note 5)

The
Company
All
Companies
in the
Consolidat
ed
Financial
Statements
Cash Stock Cash Stock
General
Manager
Chang
Ming-
Cheng
7,226 8,341 216 288 797 870 3,398 0 3,398 0 2.04% 2.26% 100
Deputy
General
Manager
Wang
Ming-
Ting

Remuneration Grading Table of the General Manager and Deputy General Manager

Remuneration Grading Table of the General Manager and Deputy General Manager the General Manager and Deputy General Manager
Range of Remuneration Name of General Manager and DeputyGeneral Manager
The Company(Note 6) All Companies in the Consolidated
Financial Statements(Note 7)(E)
Less than NT$ 1,000,000
NT$1,000,000 ~ NT$1,999,999
NT$2,000,000 ~ NT$3,499,999
NT$3,500,000 ~ NT$4,999,999 Wang Ming-Ting
NT$5,000,000 ~ NT$9,999,999 Chang Ming-Cheng Chang Ming-Cheng,Wang Ming-Ting
NT$10,000,000 ~ NT$14,999,999
NT$15,000,000 ~ NT$29,999,999
NT$30,000,000 ~ NT$49,999,999
NT$50,000,000 ~ NT$99,999,999
Greater than or equal to NT$100,000,000
Total 2 2

35

  • Note 1: The General Managers and Deputy General Managers’ names should be listed separately, and the payments should be consolidated for disclosure. If the Directors are also General Managers or Deputy General Managers, this table and the table above (1-1) or (1-2) shall be filled in.

  • Note 2: The latest amount of the General Manager’s and the Deputy General Managers’ remunerations (including salary, job allowances and severance payment).

  • Note 3: The latest annual business execution expenses of the General Manager and the Deputy General Managers (including transportation costs, special expenses, various subsidies, dormitory expenses, car expenses and other physical provisions). In case of the provision of expenses for housing, cars and other means of transportation or exclusive personal expenses, please disclose the nature and cost of the assets provided, the actual or fair market price of the rent, gasoline and other payments. If a driver is provided, please indicate the Company's relevant remuneration to the driver, but the amount should not be included in the remuneration. According to IFRS 2's recognition of remuneration in "Share-Based Payments", the remuneration shall also include employee stock options, restricted-right employee shares and share subscription from participation in cash capital increase.

  • Note 4: The employee remuneration (including stock and cash) distributed to the General Manager or Deputy General Manager as passed by the board of directors in the latest year. If the amount cannot be estimated, it should be calculated based on the percentage of the actual amount distributed last year, and Appendix 1-3 should be filled out. Net profit after tax refers to the net after-tax profit for the latest year. If the International Financial Reporting Standards have been adopted, then it is the net after-tax profit of the individual company or the respective financial statement.

  • Note 5: The total remuneration paid by all the companies (including the Company) in the consolidated report to the Company's General Manager and Deputy General Managers.

  • Note 6: The total remuneration paid by the Company to each General Manager and Deputy General Manager; the General Manager’s and the Deputy General Managers' names are to be disclosed in the respective tiers

  • Note 7: The total remuneration paid by all the companies (including the Company) in the consolidated report to each of the Company's General Manager and Deputy General Managers should be disclosed, and the General Manager’s and the Deputy General Managers’ names should be disclosed in the respective tier.

  • Note 8: Net profit after tax refers to the net after-tax profit for the latest year. If the International Financial Reporting Standards have been adopted, then it is the net after-tax profit of the individual company or the respective financial statement.

  • Note 9: a. In this field the amount of remuneration paid to the General Manager or the Deputy General Managers by the Company's re-invested businesses other than the subsidiaries should be clearly indicated.

  • b.If the General Manager and Deputy General Managers receive remuneration from the Company's re-invested businesses other than the subsidiaries, such remuneration should be incorporated into column D of the Remuneration Tiers Table, and the name of the field should be changed to "All re-invested businesses".

  • c.Remuneration refers to the compensation, reward (including that for an employee, director or supervisor) and business execution expenses received by the Company's General Manager or Deputy General Manager for acting as a director, supervisor or manager of the Company's re-invested businesses other than the subsidiaries.

  • The contents of the remuneration disclosed in this table are different from those in the Income Tax Law. Therefore, this statement is for the purpose of disclosure but not for taxation.

36

C.General Manager and Deputy General Manager

Unit: NT$ thousands Unit: NT$ thousands
Title Name Stock Cash Total Ratio of Total
Amount to
Net Income
(%)
Manager General
Manager
Chang Ming-Cheng 0 4,601 4,601 0.80%

Deputy
General
Manager
Wang Ming-Ting
CFO Chou Cheng-Hsiao

Note : The latest amount of the manager’s employee remuneration as passed by the board of directors (including shares and cash) in the latest year. Net profit after tax refers to the net after-tax profit for the latest year. If the International Financial Reporting Standards have been adopted, then it is the net after-tax profit of the individual company or the respective financial statement.

(5) Performance assessment and remuneration policy of directors and managers

According to the Article 25 of the Company’s Articles of Association, the Company should contribute no less than 1% of the profit as employee compensation and no more than 5% as director remuneration when there is profit for the year. According to the Company’s Remuneration Committee Charter, the payment principles for directors and managers’ remuneration are as follows:

  • A. Performance assessments and compensation levels of directors and managers shall take into account the general pay levels in the industry. Also to be evaluated are the reasonableness of the correlation between the individual’s performance and this Company’s operational performance and future risk exposure.

  • B. Reasonableness shall be taken into account when the contents and amounts of the compensation of the directors and managers are set. It is not advisable for decisions on the compensation of the directors and managers to run contrary to financial performance to a material extent. It is not advisable for said compensation to be higher than that in the preceding year in the event of a material decline in profits or of long-term losses.

37

3. Implementation of Corporate Governance

(1) Board of directors

A total of 6 meetings (A) of the Board of Directors were held in the previous eriod. The attendance of directors were as follows: p

Title Name Attendance
in Person(B)
By Proxy Attendance Rate (%)
【B/A】
Remarks
Chairman Fu Hui-Tung 6 0 100%
Director Excelsior Group
Holdings Co., Ltd.
Representative:Chen
Tun-Ling
6 0 100%
Director Excelsior Group
Holdings Co., Ltd.
Representative:Kao
Shen
6 0 100%
Director WangMing-Ting 6 0 100%
Director Hsieh Yen-Sheng 6 0 100%
Director Fu Jo-Hsuan 6 0 100%
Independent
director
Chan Tzu-Sheng 5 1 83%
Independent
director
Chang Wu-I 6 0 100%
Independent
director
Kuo Yu-Chia 6 0 100%
Other mentionable items:
1.If any of the following circumstances occur, the dates of the meetings, sessions, contents of
motion, all independent directors’ opinions and the company’s response should be specified:
(1)Matters referred to in Article 14-3 of the Securities and Exchange Act: The Article 14-3 of the
Securities and Exchange Act is not be applicable because the Company has established the
Audit Committee. Please refer to the “Audit Committee” on page 41 of the Annual Report.
(2)Except for the matters listed in the preceding paragraph, other resolutions from the Board of
Directors in which an Independent Director has a dissenting or qualified opinion that has
been recorded or documented: None.Please see page 80 for important resolutions from the
Board of Directors in the most recent year as well as the current year up to the date of
publication of the Annual Report.
2.If there are directors’ avoidance of motions in conflict of interest, the directors’ names, contents
of motion, causes for avoidance and voting should be specified:
(1) The 7th Meeting of the 12th term on January 17, 2020
i. Reviewing of amendment of year-end bonus for managers in 2019 by the Company’s
Remuneration Committee. Resolution was approved without dissidence by the
chairman and all other Directors in attendance (including Independent Directors).
(Vice Chairman Kao Shen and Director Wang Ming-Ting recused themselves from
the voting to prevent conflicts of interest).
(2) The 7th Meeting of the 12th term on August 06, 2020
i. Reviewing and approving of the employees’ compensations for managers in 2019.
Resolution was approved without dissidence by the chairman and all other Directors
in attendance (including Independent Directors). (Vice Chairman Kao Shen did not
participate in the vote due to official departure).

38

  • (3) The 13th Meeting of the 12th term on January 21, 2021

  • i. Reviewing and approving of the 2th employees’ compensations for managers in 2019. Resolution was approved without dissidence by the chairman and all other Directors in attendance (including Independent Directors). (Vice Chairman Kao Shen and Director Wang Ming-Ting recused themselves from the voting to prevent conflicts of interest).

  • ii. Reviewing of year-end bonus for managers in 2020 by the Company’s Remuneration Committee. Resolution was approved without dissidence by the chairman and all other Directors in attendance (including Independent Directors). (Vice Chairman Kao Shen and Director Wang Ming-Ting recused themselves from the voting to prevent conflicts of interest).

Except for the preceding resolutions, no other motions in conflict of interest.

3. Implementation of the Board of Directors

(3) The 13th Meeting of the 12th term on January 21, 2021
i. Reviewing and approving of the 2th employees’ compensations for managers in
2019. Resolution was approved without dissidence by the chairman and all other
Directors in attendance (including Independent Directors). (Vice Chairman Kao Shen
and Director Wang Ming-Ting recused themselves from the voting to prevent
conflicts of interest).
ii. Reviewing of year-end bonus for managers in 2020 by the Company’s Remuneration
Committee. Resolution was approved without dissidence by the chairman and all
other Directors in attendance (including Independent Directors). (Vice Chairman
Kao Shen and Director Wang Ming-Ting recused themselves from the voting to
prevent conflicts of interest).
Except for the preceding resolutions, no other motions in conflict of interest.
3. Implementation of the Board of Directors
(3) The 13th Meeting of the 12th term on January 21, 2021
i. Reviewing and approving of the 2th employees’ compensations for managers in
2019. Resolution was approved without dissidence by the chairman and all other
Directors in attendance (including Independent Directors). (Vice Chairman Kao Shen
and Director Wang Ming-Ting recused themselves from the voting to prevent
conflicts of interest).
ii. Reviewing of year-end bonus for managers in 2020 by the Company’s Remuneration
Committee. Resolution was approved without dissidence by the chairman and all
other Directors in attendance (including Independent Directors). (Vice Chairman
Kao Shen and Director Wang Ming-Ting recused themselves from the voting to
prevent conflicts of interest).
Except for the preceding resolutions, no other motions in conflict of interest.
3. Implementation of the Board of Directors
(3) The 13th Meeting of the 12th term on January 21, 2021
i. Reviewing and approving of the 2th employees’ compensations for managers in
2019. Resolution was approved without dissidence by the chairman and all other
Directors in attendance (including Independent Directors). (Vice Chairman Kao Shen
and Director Wang Ming-Ting recused themselves from the voting to prevent
conflicts of interest).
ii. Reviewing of year-end bonus for managers in 2020 by the Company’s Remuneration
Committee. Resolution was approved without dissidence by the chairman and all
other Directors in attendance (including Independent Directors). (Vice Chairman
Kao Shen and Director Wang Ming-Ting recused themselves from the voting to
prevent conflicts of interest).
Except for the preceding resolutions, no other motions in conflict of interest.
3. Implementation of the Board of Directors
(3) The 13th Meeting of the 12th term on January 21, 2021
i. Reviewing and approving of the 2th employees’ compensations for managers in
2019. Resolution was approved without dissidence by the chairman and all other
Directors in attendance (including Independent Directors). (Vice Chairman Kao Shen
and Director Wang Ming-Ting recused themselves from the voting to prevent
conflicts of interest).
ii. Reviewing of year-end bonus for managers in 2020 by the Company’s Remuneration
Committee. Resolution was approved without dissidence by the chairman and all
other Directors in attendance (including Independent Directors). (Vice Chairman
Kao Shen and Director Wang Ming-Ting recused themselves from the voting to
prevent conflicts of interest).
Except for the preceding resolutions, no other motions in conflict of interest.
3. Implementation of the Board of Directors
(3) The 13th Meeting of the 12th term on January 21, 2021
i. Reviewing and approving of the 2th employees’ compensations for managers in
2019. Resolution was approved without dissidence by the chairman and all other
Directors in attendance (including Independent Directors). (Vice Chairman Kao Shen
and Director Wang Ming-Ting recused themselves from the voting to prevent
conflicts of interest).
ii. Reviewing of year-end bonus for managers in 2020 by the Company’s Remuneration
Committee. Resolution was approved without dissidence by the chairman and all
other Directors in attendance (including Independent Directors). (Vice Chairman
Kao Shen and Director Wang Ming-Ting recused themselves from the voting to
prevent conflicts of interest).
Except for the preceding resolutions, no other motions in conflict of interest.
3. Implementation of the Board of Directors
(3) The 13th Meeting of the 12th term on January 21, 2021
i. Reviewing and approving of the 2th employees’ compensations for managers in
2019. Resolution was approved without dissidence by the chairman and all other
Directors in attendance (including Independent Directors). (Vice Chairman Kao Shen
and Director Wang Ming-Ting recused themselves from the voting to prevent
conflicts of interest).
ii. Reviewing of year-end bonus for managers in 2020 by the Company’s Remuneration
Committee. Resolution was approved without dissidence by the chairman and all
other Directors in attendance (including Independent Directors). (Vice Chairman
Kao Shen and Director Wang Ming-Ting recused themselves from the voting to
prevent conflicts of interest).
Except for the preceding resolutions, no other motions in conflict of interest.
3. Implementation of the Board of Directors
(3) The 13th Meeting of the 12th term on January 21, 2021
i. Reviewing and approving of the 2th employees’ compensations for managers in
2019. Resolution was approved without dissidence by the chairman and all other
Directors in attendance (including Independent Directors). (Vice Chairman Kao Shen
and Director Wang Ming-Ting recused themselves from the voting to prevent
conflicts of interest).
ii. Reviewing of year-end bonus for managers in 2020 by the Company’s Remuneration
Committee. Resolution was approved without dissidence by the chairman and all
other Directors in attendance (including Independent Directors). (Vice Chairman
Kao Shen and Director Wang Ming-Ting recused themselves from the voting to
prevent conflicts of interest).
Except for the preceding resolutions, no other motions in conflict of interest.
3. Implementation of the Board of Directors
Evalua
tion
Cycles
Evaluation
Periods
Scope of
Evaluatio
n
Method of
Evaluation
Evaluation Content
Once a
year.
2020/1/1-
2020/12/31
Cover the
evaluatio
n of the
board as a
whole,
individua
l directors
and
functional
committe
es.
Including
the overall
operation
of the
board of
directors,
individual
directors
and
functional
committees
, and the
participatio
n,
awareness
of the
duties and
continuing
education
of directors
to be
evaluated.
(1)Evaluating the performance of the
board of directors:
Including participation in the
operation of the company, the
quality of the board of directors’
decision making, composition and
structure of the board of directors,
election and continuing education
of the directors and internal
control.
(2)Evaluating the performance of
individual directors:
Including alignment of the goals
and missions of the company,
awareness of the duties of a
director, participation in the
operation of the company,
management of internal
relationship and communication,
the director’s professionalism and
continuing education and internal
control.
(3) Evaluating the performance of
functional committees:
Including participation in the
operation of the company,
awareness of the duties of the
functional committee,
improvement of quality of
decisions made by the fnctional
committee, makeup of the
functional committee and election
of its members and internal control.

39

  1. Measures taken to strengthen the functionality of the Board of Directors in the current year and most recent year

  2. (1) The Company has further established the “Standard Operating Procedures for the Handling of Requests” of Members of the Board of Directors on May 2, 2019 to facilitate the Directors to carry out their duties and to enhance the effectiveness of the Board.

  3. (2) The Company has completed the performance evaluation of the Board of Directors and functional committees, and the self-evaluation of the Board of Directors for 2020, and results of which have been submitted to the Board of Directors.

  4. (3) The Company has amended the “Regulations Governing Procedure for Board of Directors Meetings” on March 12, 2020 to specify the handling procedures for motions that present conflicts of interest to the Directors, thereby strengthening corporate governance.

  5. (4) The Company has amended the “Regulations Governing the Evaluation of the Performance of the Board of Directors” on March 12, 2021 to specify the performance evaluation content of the Board of Directors and members.

40

(2) Audit committee

A total of 5 Audit Committee meetings (A) were held in the previous period. The attendance of the inde endent directors was as follows p

Title Name Attendance
in Person(B)
By Proxy Attendance Rate (%)
【B/A】
Remarks
Independent
director
Chan
Tzu-Sheng
4 1 80%
Independent
director
Chang
Wu-Yi
5 0 100%
Independent
director
Kuo
Yu-Chia
5 0 100%
Other mentionable items:
1. If any of the following circumstances, the dates of the meetings, sessions, contents of motion, Audit
Committee’s resolutions and the Company’s response to the Audit Committee’s opinion should be
specified:
(1) For items listed in Article 14-5 of the Securities and Exchange Act: Please see the below table.
(2)Except the items in the preceding issues, other resolutions which was not approved by the
Audit Committee but approved by two-thirds of all Board of Directors members: None.
For items listed in Article 14-5 of the Securities and Exchange Act
Board of
Directors Session
and Date
Content
Resolutio
n of the
Audit
Committe
e
The
Company’s
Response to
the
Opinions of
the Audit
Committee
The
8th
meeting
of the
12st
term
2020.03.12
1.Preparation 2019 Internal Control System Statement of
the Company.
2.The Company’s 2019 Financial Statements.
3.The Company’s 2019 earnings distribution proposal.
4.Proposal of amendment of “Articles of Incoporation.”
5.Proposal of amendment of “Assets Acquisition or
Disposition Procedures.”
6.Proposal of amendment of “Rules of Procedure for
Board of Directors Meetings.”
7.Proposal of amendment of “Audit Committee Charter.”
8.Proposal of amendment of “Remuneration Committee
Charter.”
9.Proposal of endorsements for transacting counterparty
Bestchain Healthtaiwan Co., Ltd.
10.The Company to provide endorsements/guarantees
for new financing credit of NT$50 million from Xihu
Branch of Bank SinoPac on behalf of Excelsior Asset
Management Co., Ltd.
11.The Company to provide endorsements/guarantees
for new financing credit of NT$50 million from
Nanjing East Road Branch of Yuanta Bank on behalf of
Excelsior Asset Management Co.,Ltd.
Approved
by the
Audit
Committee
and
submitted
to the
Board of
Directors
for
approval.
All motions
were
unanimously
approved by
all attending
Directors
without
dissidence.
The
9th
meeting
of the
12st
term
2020.04.22
1.The Company’s participation in the subsidiary Arich
Enterprise Co., Ltd.’s capital injection by issuance of
new shares.
2.The Company to provide endorsements/guarantees for
financing credit extension of NT$80 million from
CitiBank Taiwan on behalf of Bestchain Healthtaiwan
Co., Ltd.
3.The Company to provide endorsements/guarantees for
new financing credit of NT$80 million from Zhonghe
Approved
by the
Audit
Committee
and
submitted
to the
Board of
Directors
All motions
were
unanimously
approved by
all attending
Directors
without
dissidence.

41

Branch of First Bank on behalf of Bestchain
Healthtaiwan Co.,Ltd.
for
approval.
The
10th
meeting
of the
12st
term
2020.05.05
1.Proposal of the evaluation results for the independence
and suitability of the Company’s CPA.
2.Routine review of the 2020 CPA audit fee.
3.The 2020 Q1 consolidated financial report.
4.The Company to provide contract performance
guarantee for transacting counterparty Bestchain
Healthtaiwan Co., Ltd.
5.The Company to provide endorsements/guarantees for
financing credit extension of NT$100 million from Xihu
Branch of Bank SinoPac on behalf of Bestchain
Healthtaiwan Co.,Ltd.
Approved
by the
Audit
Committee
and
submitted
to the
Board of
Directors
for
approval.
All motions
were
unanimously
approved by
all attending
Directors
without
dissidence.
The
11th
meeting
of the
12st
term
2020.08.06
1.The 2020 Q2 consolidated financial report.
2.Proposal of amendment of “Procedures for Lending
Funds to Other Parties.”
3.The Company to provide contract performance
guarantee for transacting counterparty Bestchain
Healthtaiwan Co., Ltd.
4.The Company to provide endorsements/guarantees for
new financing credit of USD$2.5million from Citibank
on behalf of Renal Laboratories Sdn. Bhd..
5.The Company to provide endorsements/guarantees for
new financing credit of USD$0.5million from Citibank
on behalf of Medi-Chem Systems Sdn. Bhd..
6.The Company to provide endorsements/guarantees for
new financing credit of peso $50 million from Manila
Branch of Cathay United Bank on behalf of EG
Healthcare, Inc.
7.The Company to provide endorsements/guarantees for
financing credit extension of NT$100 million from
Corporate Banking Division of Cathay United Bank on
behalf of Bestchain Healthtaiwan Co.,Ltd.
Approved
by the
Audit
Committee
and
submitted
to the
Board of
Directors
for
approval.
All motions
were
unanimously
approved by
all attending
Directors
without
dissidence.
The
12th
meeting
of the
12st
term
2020.11.10
1.The 2020 Q3 consolidated financial report.
2.To establish the Company’s 2021 audit plan.
3.The Company’s 2021 budget report.
4.The Company to provide contract performance
guarantee for transacting counterparty Bestchain
Healthtaiwan Co., Ltd.
5.The Company to provide contract performance
guarantee for the subsidiary Renal Laboratories Sdn.
Bhd..
6.The Company to provide endorsements/guarantees for
financing credit extension of NT$200 million from
Taipei Branch of Taiwan Cooperative Bank on behalf of
Bestchain Healthtaiwan Co., Ltd.
7.The Company to provide endorsements/guarantees for
financing credit extension of NT$100 million from
Nanjing East Road Branch of Hua Nan Bank on behalf
of Bestchain Healthtaiwan Co.,Ltd.
Approved
by the
Audit
Committee
and
submitted
to the
Board of
Directors
for
approval.
All motions
were
unanimously
approved by
all attending
Directors
without
dissidence.
  1. If there are independent directors’ avoidance of motions in conflict of interest, the directors’ names, contents of motion, causes for avoidance and voting should be specified: None.

  2. Communications between the independent directors, the Company’s chief internal auditor and CPAs (e.g. the items, methods and results of audits of corporate finance or operations, etc.): the Company convenes at least one Audit Committee meeting in each quarter, in which Independent Directors can directly communicate with the Company’s finance and accounting supervisor, audit supervisor, and CPA in regards to the Company’s financial and business status. When reviewing financial reports, the Independent Directors can further discuss with CPA as well as receive explanations from finance and accounting supervisors. Please see the Company’s website on the Shareholders section for relevant communications in 2020.

42

(3) The state of the Company’s implementation of corporate governance, any variance from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance

Evaluation Item Implementation status Implementation status Implementation status Deviations from the
“Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Explanation
A. Does the Company establish
and disclose the Corporate
Governance Best Practice
Principles based on
“Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies?”
V 1. To formulate a positive corporate governance system and
to comply with the indicators of the corporate governance
evaluation, the Company’s Board of Directors has enacted
the “Corporate Governance Best Practice Principles” in
reference to the regulations from the
“Corporate
Governance Best Practice Principles for TWSE/TPEx
Listed Companies”collectively formulated by the Taiwan
Stock Exchange and the Taipei Exchange (GreTai
Securities Market) and in line with the Company’s current
practices on May 7, 2015.
2. The Company has implemented the relevant standards in
the “Corporate Governance Best Practice Principles for
TWSE/TPEx Listed Companies” and its own “Corporate
Governance Best Practice Principles” in day-to-day
operations, and regularly reviews the status of
implementing corporate governance and improves
accordingly. There is no significant variance found in
relevant implementations. Principles and standards on
corporate governance have been disclosed on the
Governance Section of the Company’s website
(http://www.excelsiormedical.com.tw/) and the Market
Observation Post System (MOPS).









Comply

43

Evaluation Item Implementation status Deviations from the
“Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Explanation
B. Shareholding structure &
shareholders’ rights
a. Does the Company establish
an internal procedure for
handling shareholder
proposals, inquiries,
disputes, and litigations?
Are such matters handled
according to the internal
procedure?
b. Does the Company maintain
a register of major
shareholders with
controlling power as well as
a register of persons
exercising ultimate control
over those major
shareholders?
c. Does the Company establish
and enforce risk control and
firewall systems with its
affiliates?
V

V
V
Spokesperson and deputy spokesperson have been set up at
the Company, Dynamic Medical Technologies Inc.
(hereinafter “DMT”) and Arich Enterprise Co., Ltd.
(hereinafter “Arich”) to answer suggestions from the
shareholders. No disputes have occurred up to the date of
publication of the Report.
The Company, DMT, and Arich maintain a register of major
shareholders with controlling power as well as register of
persons exercising ultimate control over those major
shareholders via the reporting on shares and pledges from
insiders as as well as the shareholders' register provided by
the Taiwan Depository & Clearing Corporation.
On top of implementations in accordance with various
procedures, the Company also enforce risk control
mechanism through appointing legal representatives to
participate in the decision-making and management of
various affiliated businesses.
Comply
Comply
Comply

44

Evaluation Item Implementation status Implementation status Implementation status Deviations from the
“Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Explanation
d. Does the Company stipulate
internal rules that prohibit
company insiders from
trading securities using
information not disclosed to
the market?
V The Company and DMT have both established “Procedures
for Handling Material Inside Information” and disclosure of
the handling of all material inside information is carried out
accordingly.
Arich has established the “Procedures for Ethical
Management and Guidelines for Conduct” to specify the
prohibition of relevant matters. In addition, to facilitate
compliance with relevant regulations, “Handbook on
Guidelines for Equity Transaction from Company Insiders”
is distributed to all newly appointed Directors, Supervisors,
and managers of the Company.
Comply
C. Composition and
responsibilities of the
Board of Directors
a. Has the Board of Directors
drawn up policies on
diversity of its members and
implemented them?

V
According to the “Corporate Governance Best Practice
Principles,” directors shall have the knowledge, skills, and
experience necessary to perform their duties. To achieve the
ideal goal of corporate governance, the board of directors
shall possess the following abilities:
1. Ability to make operational judgments.
2. Ability to perform accounting and financial analysis.
3. Ability to conduct management administration, including
the operation and management of subsidiaries.
4. Ability to conduct crisis management.
5. Knowledge of the industry.
6. An international market perspective.
7. Ability to lead.
Comply

45

Evaluation Item Implementation status Implementation status Implementation status Deviations from the
“Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Explanation
8. Ability to make policy decisions.
The Company also diversified composition of the board of
directors based on the “Procedures for Election of Directors”
considering the company’s organizational culture and
operational development. After the by-elections of Directors
in June 2019, the Company had three independent directors
accounting for 33%, two external directors accounting for
22%, and directors without the company managers
accounted for more than one-half of the number of directors.
The board of directors currently has a seat of female
directors accounting for 11%. The Company also pays
attention to gender equality in the composition of the board
of directors. The target ratio of female directors in the future
is 20% or more. The board of directors diversify policy on the
composition of the board and exposes it on the company’s
website and the Market Observation Post System (MOPS). In
addition, DMT and Arich have also set up three seats of
Independent Directors each, and all companies’ relevant
practices are in line with applicable laws.
Current composition and backgrounds of the Board
Directors are described as the following:

46

Evaluation Item Implementation status Implementation status Implementation status Implementation status Implementation status Implementation status Implementation status Implementation status Implementation status Implementation status Implementation status Implementation status Implementation status Implementation status Implementation status Implementation status Deviations from the
“Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Explanation
Title Name Cou
ntry
Gen
der
Age Terms Years
of
Independen
t Director
Note
1
Note
2
Note
3
Note
4
Note
5
31
-
40
51
-
60
61
-
70
71
-
80
3
-
6
ye
ar
s
6
-
9
ye
ar
s
9
ye
ar
s
or
ab
o
ve
Chairman Fu Hui-
Tung
TW M V V V
Director Chen Tun-
Ling
TW M V V V
Director Kao Shen TW F V V V V
Director Wang
Ming-
Ting
TW M V V V V
Director Hsieh Yen-
Sheng
TW M V V V
Director Fu Jo-
Hsuan
TW M V V V V
Independent
Director
Chan Tzu-
Sheng
TW M V V V V
Independent
Director
Chang
Wu-I
TW M V V V V
Independent
Director
Kuo Yu-
Chia
TW M V V V V

47

Evaluation Item Implementation status Deviations from the
“Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Explanation
b. In addition to the
Remuneration Committee
and Audit Committee set
according to law, has the
Company voluntarily set up
other functional
committees?
c. Does the Company formu-
late rules and procedures
for the Board of Directors to
regularly perform assess-
ments of the Board of Direc-
tors in each year, and sub-
mits the results of such as-
sessments to the Board
meeting, and to use them as
reference toward compensa-
tions for individual Board
members and nominations
for re-elections?
d. Does the Company
regularly evaluate the
independence of the CPA
engaged by the Company?
V
V
V The Company has established the Remuneration Committee
in December 2011 and the Audit Committee in June 2016.
DMT has established the Remuneration Committee in
December 2011 and the Audit committee in June 2012, while
Arich has established the Remuneration Committee in
December 2011 and Audit Committee in June 2012.
The Company has established the “Regulations Governing
the Evaluation of the Performance of the Board of Directors”
and will regularly evaluate the performance of the Board in
each year. Each Director will assess aspects including
operations, culture, internal and external relationship
management, and self-assessment of Directors, and results
will be statistically compiled and submitted to the Board.
The internal evaluation (Board of Directors, Audit
Committee, Remuneration Committee, and Directors) for
2020 has been completed and results of which have been
submitted to the Board of Directors on March 12, 2021.
The Company has established the “Corporate Governance
Best Practice Principles” and regularly evaluates the
independence and suitability (Note 1) of the CPA based on
the “Evaluation of the CPA’s Suitability and Independence”
in each year. A Statement of Independence is also required of
the CPA,and the evaluation results are also submitted to the
Other functional committees
have not been set up, and all
other corporate governance
functions are carried out by
each respective department
based on their roles and
functions.
Comply

Comply

48

Evaluation Item Implementation status Deviations from the
“Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Explanation
Board of Directors.
D. Does the TWSE/TPEx listed
company have an adequate
number of corporate
governance personnel with
appropriate qualifications
based on the size of the
company, business situations
and management needs, and
to appoint a chief corporate
governance officer as the
most senior officer to be in
charge of corporate
governance affairs (including
but not limited to furnishing
information required for
business execution by
directors and supervisors,
handling matters relating to
Board meetings and
Shareholders' Meetings
according to laws, and
producing minutes of Board
meetings and
Shareholders' Meetings)?
V The Company’s General Manager’s Office, and DMT’s and
Arich’s Finance and Accounting Divisions serve as
concurrent units to be in charge of corporate governance.
They are responsible for providing timely information to
shareholders on the MOPS or the Company’s website,
furnishing information required for business execution by
Directors, handling matters related to Board Meetings and
Shareholders’ Meetings according to laws, and producing
minutes of Board meetings and Shareholders’ Meetings and
more.
Comply

49

Evaluation Item Implementation status Implementation status Implementation status Deviations from the
“Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Explanation
E. Has the company established a
channel to communicate with
stakeholders (including but
not limited to the
shareholders, employees,
customers and suppliers),
and set up a stakeholder
section on the Company’s
website, and appropriately
responded to the important
corporate social responsibility
issues that are essential to
stakeholders?


V
The Company, DMT, and Arich have all established
spokesperson system respectively, and have set up
designated channels of communication and specified contact
information including telephone number and email on the
Shareholders section of respective Company websites. The
Company has set up a Stakeholder Section at the following
website:
http://www.excelsiormedical.com.tw/contact.htm
Comply
F. Has the Company
commissioned a professional
stock affair agency to manage
Shareholders’ Meetings and
other relevant affairs?
V The Company, DMT, and Arich have all appointed President
Securities Corporation as the professional stock affair agency
to manage Shareholders’ Meetings and other relevant affairs.
Comply
G. Information disclosure
a. Does the Company establish
a website to disclose
information on financial
operations and corporate
governance?
V The Company, DMT, and Arich have all set up dedicated
websites to disclose financial business and corporate
governance information.
The website of the Company is:
http://www.excelsiormedical.com.tw
Comply

50

Evaluation Item Implementation status Implementation status Implementation status Deviations from the
“Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Explanation
b. Does the Company adopt
other means of information
disclosure (such as
establish-ing an English
language website,
delegating a profes-sional to
collect and disclose
Company information, im-
plement a spokesperson
sys-tem, and disclosing the
pro-cess of investor
conferences on the
Companywebsite)?

V
The Company, DMT, and Arich have all set up dedicated
personnel to be in charge of collecting and disclosing Company
information, have implemented spokesperson system, and
regularly held investor conferences. The above disclosure is on
the company website to improve the transparency of company
information.
Comply
c. Does the Company publish
and file its annual financial
report within two months
af-ter the end of a fiscal
year, and publish and file its
fi-nancial reports for the
first, second and third
quarters as well as its
operating status for each
month before the specified
deadline?

V
The Company, DMT, and Arich all publish and file annual
financial report within three months after the end of a fiscal
year, and publish and file financial reports for the first,
second and third quarters as well as the operating status for
each month before the specified deadline.
Partially comply

51

Evaluation Item Implementation status Implementation status Implementation status Deviations from the
“Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Explanation
H. Does the Company have other
important information on the
implementation of corporate
governance (including but
not limited to rights and
interests of employees,
employee care, investor
relations, supplier relations,
rights of stakeholders,
continuing education of
Directors and Supervisors,
implementation status of risk
management policies and risk
measurement standards,
implementation status of
customer policies, and
purchase of liability
insurance for Directors and
Supervisors)?


V
1. Rights and interest of employees: On top of establishing
the legally stipulated Employee Welfare Committee and
Supervisory Committee of Labor Retirement Reserve to
coordinate employee benefits and the planning,
appropriations, safekeeping, usage, and related legal
standards related to pension reserve as well as to serve as
channels of communication with the Company, all
measures to protect and implement employees' rights and
benefits are carried out pursuant to legal standards.
2. Employee care: the Group is focused on the safety and
physical and mental well-being of our employees. In terms
of office design and furnishing, besides taking earthquake
prevention, fire prevention, and soundproof into
consideration to provide the most comfortable and safest
environment to our employees, access control, security
system, and surveillance cameras are also implemented on
all entrances and exits on each floor. Moreover, we focus
on sanitation and cleanliness of the office environment is
emphasized and regularly carry out cleaning and
disinfectant procedures. Air purifiers are also placed at
each office to enhance the quality of workplace
environment. Moreover, free health checkup is provided to
each employee in each year in order to assist employees to
be more aware of and to improve their health conditions.
Whenever employees are faced with either difficulties,
stress,or setbacks duringtheirpersonal lives or at work
Comply

52

Evaluation Item Implementation status Implementation status Implementation status Deviations from the
“Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Explanation
and require assistance or wish to report, the Company also
arranges their immediate supervisors and the Human
Resources Personnel as channels of communication to
assist in problem-solving.
3. Investor relations: to protect the rights and interests of
shareholders and for investors and the public to better
understand the operating status of the Group, besides
complying with applicable laws in disclosing relevant
information on the MOPS, the Company, DMT, and Arich
have further established the "Investors" section on
respective company websites, and regularly update
various share and financial information which the
investors can query.
4. Supplier relations: the Group maintains positive
interactions with all suppliers and appoints professional
personnel to participate in product training and
promotions with suppliers to learn about relevant
knowledge on products and equipment. These
engagements help to enhance quality, build partnerships,
and create win-win for both parties.
5. Rights and interests of stakeholders: The websites of the
Company, DMT and Arich have all established service
mailbox and points of contact on the Investors section.
Besides designating spokesperson and deputy
spokesperson, the stock affair agency President Securities
Corporation is also responsible for handlinginquiries and

53

Evaluation Item Implementation status Implementation status Implementation status Deviations from the
“Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Explanation
suggestions from shareholders and stakeholders of the
Company. When an inquiry concerns a legal issue, a
lawyer is appointed by the Company or a legal personnel
will handle appropriately to maintain the rights and
interests of stakeholders.
6. Continuing studies from Directors, Supervisors, and
managers: The Company, DMT, and Arich provide
applicable legal information and courses on professional
knowledge organized by relevant units to Directors and
managers from time to time, and the required continuing
studies have been fulfilled in accordance with "Directions
for the Implementation of Continuing Education for
Directors and Supervisors of TWSE Listed and TPEx Listed
Companies". Please see Note 2 for a summary of
continuing studies for 2020.
7. Implementation status of risk management policies and
risk measurement standards: various management
methods and regulations have been enacted based on the
specific industry characteristics of the Company, and risk
management and measurement are carried out
accordingly.
8. Implementation status of customer policies: The Company
maintains positive relations and interactions with
customers in order to maintain long-term, stable
partnership, thereby creating win-win synergies for both
the Companyand our customers.

54

Evaluation Item Implementation status Implementation status Implementation status Deviations from the
“Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Explanation
9. Purchase of liability insurance for Directors and
Supervisors
(1) The Company has purchased liability insurance for
each Director, Supervisor, and important staff, and the
insured terms are from November 2020 to November
2021, and the total insured amount is US$10 million.
(2) DMT has purchased liability insurance for each
Director, Supervisor, and important staff, and the
insured terms are from February 2021 to February 2022,
and the total insured amount is US$3 million.
(3) Arich has purchased liability insurance for each
Director, Supervisor, and important staff, and the
insured terms are from December 2020 to December
2021,and the total insured amount is US$3 million.
I. Please provide information on the status of improvement regarding the results of Corporate Governance evaluation published by the
TWSE Corporate Governance Center in the most recent year, and specify priorities and measures to improve those items that have not
been improved yet:
The Company will strengthen disclosure of relevant information on the Company's website to comply with standards of
corporate governance. Other items that have not been improved yet will be gradually improved and implemented based on the
Company'splans.

55

Note 1

Excelsior Medical Co., Ltd. Evaluation of the Independence and Competence of CPAs

Excelsior Medical Co., Ltd.
Evaluation of the Independence and Competence of CPAs
Excelsior Medical Co., Ltd.
Evaluation of the Independence and Competence of CPAs
Evaluation Indicators Yes No
Effect on independence from self-interest
(refers to acquiring financial interests from an audit client or has a conflict of interest with audit
client through other interests or relationships with the client)
The certified public accountant (CPA) doesn’t hold securities from the Company or
its related companies.
v
The Companydoesn’t have a direct or indirect material financial interest with the CPA. v
The Companydoesn’t have a material and intimate business relationshipwith the CPA. v
The Companydoesn’t have apotential employment relationshipwith the CPA. v
Effect on independence from self-review
(Refers to reports or judgments submitted by the CPA for non-auditing services which constitute
important basis in the audit or review process of financial information; or if a member of the
audit service team had once served as the Company's director, supervisor, or a position in the
Companywith significant influence over the audited case)
The original data isn’t prepared by the CPA used toward material or significant
items for assurance engagement.
v
The CPA audit service team members haven’t served or had served within the past
two years as the Company's directors, supervisors, managers, or other positions
that could seriouslyimpact the audit.
v
The non-audit services performed by the CPA or its firm directly don’t affect a
material item of the audit.
v
Effect of advocacy on independence
(refers to when a member of the audit team acts as an advocate in support of the audit client's
position or opinion,resultingin the CPA's objectivitybeingchallenged)
The CPA hasn’t advocated or mediated shares or other securities issued by the
Company.
v
Except for legally authorized business, the CPA hasn’t made defense on behalf of
the Companyfor legal cases or other disputes with anyother thirdparty.
v
Effect of familiarity on independence
(refers to a close relationship with either the director, supervisor, or manager of the audit client,
influencing a CPA or a member of the audit service team to be excessively concerned or
sympathize with the audit client's interest)
A member of the audit service team isn’t a family member or relative of the
Company's director, supervisor, or manager, or any other person in a position that
could materiallyimpact the audit.
v
The CPA, who is a former partner from the firm, hasn’t joined the Company as a
director, supervisor, manager, or in a key position to exert material influence over
the audit within oneyear of disassociatingfrom the firm.
v
The CPA hasn’t accepted gifts of material value or preferential treatment from the
Company's director,supervisors,managers,or substantial shareholders.
v
Effect on independence from threat.
(refers to actual or perceived pressures, including attempts to exercise undue influence over
members of the audit team and causing the members to be deterred from acting objectively or to
clarify professional doubt)
The CPA and its firm hasn’t been threatened with litigation by the Company. v
The CPA hasn’t provided audit assurance for the same company for seven
consecutiveyears.
v
The CPA hasn’t been threatened with dismissal from a client engagement. v
The Company hasn’t put pressure of reducing fees on any CPA to inappropriately
contract the extent of the audit workperformed.
v
The CPA has issued a Statement of Independence? v
Evaluation
results
All of the aforementioned evaluation indicators comply with independence
and competence.

56

Note 2 Directors’ training status:

Comp
any
Title Name Date Organizer Course Name Hours
Excelsior Medical Co., Ltd Chairman Fu Hui-Tung 2020/10/14
Securities and Futures Institute
Discussion about the Responsibilities of Directors and
Supervisors based on Illegal Cases in Securities Market
3
2020/10/16
Securities and Futures Institute
Enterprise Financial Crisis Warning and Type Analysis 3
Director Wang Ming-Ting 2020/07/17
Accounting Research and
Development Foundation
Tracing “fund flows” in financial report scandals and
case studyof related legal responsibility
3
2020/08/21
Corporate Organization Association
Defense Against Hostile Takeover and Responsibilities
of CompanyOwners
3
Director Hsieh Yen-Sheng 2020/09/21
Taiwan Stock Exchange Corporation
Corporate governance 3.0 - Sustainable Development
Roadmap
3
2020/09/30
Securities and Futures Institute
The 2020 Seminar on preventing insider trading and/or
insider equitytrading
3
2020/10/27
Securities and Futures Institute
5G technologies and application opportunities 3
juristic-person
director
representative
Excelsior Group
Holdings Co., Ltd.
Representative:Chen
Tun-Ling
2020/09/03
Securities and Futures Institute
The 2020 Seminar on preventing insider trading and/or
insider equitytrading
3
2020/11/13
Taiwan Stock Exchange Corporation
The 2020 directors’ and supervisors’ seminar of
corporategovernance and enterprise integrity
3
juristic-person
director
representative
Excelsior Group
Holdings Co., Ltd.
Representative:Kao Shen
2020/11/27
Taiwan Corporate Governance
Association
Advanced Practice Sharing of Audit Committee -
Towards 3.0
3
2020/12/04
Securities and Futures Institute
Intellectual property rights management and company
operatingrisks
3
Director Fu Jo-Hsuan 2020/10/14
Securities and Futures Institute
Discussion on Human Resources and M&A Integration
Issues in the Process of Enterprise M&A
3
2020/10/22
Securities and Futures Institute
Principles and Applications of Artificial Intelligence 3
2020/11/24
Taiwan Corporate Governance
Association
Corporate governance 3.0 - Sustainable Development
Roadmap
3
Independent
Director
Chan Tzu-Sheng 2020/10/14
Securities and Futures Institute
The 2020 Seminar on preventing insider trading and/or
insider equitytrading
3
2020/10/16
Taiwan Stock Exchange Corporation
The 2020 directors’ and supervisors’ seminar of
corporategovernance and enterprise integrity
3

57

Comp
any
Title Name Date Organizer Course Name Hours
Independent
Director
Chang Wu-I 2020/10/16
Taiwan Stock Exchange Corporation
The 2020 directors’ and supervisors’ seminar of
corporategovernance and enterprise integrity
3
2020/11/27
Taiwan Corporate Governance
Association
Advanced Practice Sharing of Audit Committee -
Towards 3.0
3
Independent
Director
Kuo Yu-Chia 2020/10/14
Securities and Futures Institute
The 2020 Seminar on preventing insider trading and/or
insider equitytrading
3
2020/10/16
Taiwan Stock Exchange Corporation
The 2020 directors’ and supervisors’ seminar of
corporategovernance and enterprise integrity
3
Dynamic Medical Technologies inc. Chairman Fu Hui-Tung 2020/10/14
Securities and Futures Institute
Discussion about the Responsibilities of Directors and
Supervisors based on Illegal Cases in Securities Market
3
2020/10/16
Securities and Futures Institute
Enterprise Financial Crisis Warning and Type Analysis 3
Director Wang Ming-Ting 2020/07/17
Accounting Research and
Development Foundation
Tracing “fund flows” in financial report scandals and
case studyof related legal responsibility
3
2020/08/21
Corporate Organization Association
Defense Against Hostile Takeover and Responsibilities
of CompanyOwners
3
Director Fu Jo-Hsuan 2020/10/14
Securities and Futures Institute
Discussion on Human Resources and M&A Integration
Issues in the Process of Enterprise M&A
3
2020/10/22
Securities and Futures Institute
Principles and Applications of Artificial Intelligence 3
2020/11/24
Taiwan Corporate Governance
Association
Corporate governance 3.0 - Sustainable Development
Roadmap
3
Juristic-person
director
representative

Excelsior Medical Co.,
Ltd.
Representative: Huang
Chieh-Ching
2020/07/17
Accounting Research and
Development Foundation
Tracing “fund flows” in financial report scandals and
case studyof related legal responsibility
3
2020/08/20
Accounting Research and
Development Foundation
Common corporate governance deficiencies in
enterprises and analysis of related laws and regulations
3
Juristic-person
director
representative
Excelsior Medical Co.,
Ltd.
Representative:Chang
Ming-Cheng
2020/10/16
Taipei Exchange
The 2020 directors’ and supervisors’ seminar of
corporategovernance and enterprise integrity
3
2020/12/02
Taiwan Corporate Governance
Association
16th International Corporate Governance Forum 3

58

Comp
any
Title Name Date Organizer Course Name Hours
Juristic-person
director
representative

Excelsior Medical Co.,
Ltd.
Representative: Xue Fu-
Quan
2020/09/21
Taipei Exchange
Corporate governance 3.0 - Sustainable Development
Roadmap
3
2020/12/04
Securities and Futures Institute
Intellectual property rights management and company
operatingrisks
3
Independent
Director
Chen Hsieh-Yu 2020/09/21
Taipei Exchange
Corporate governance 3.0 - Sustainable Development
Roadmap
3
2020/10/16
Taipei Exchange
The 2020 directors’ and supervisors’ seminar of
corporategovernance and enterprise integrity
3
Independent
Director
Shih Mei-Hui 2020/10/15
The National Federation of CPA
Associations of the R.O.C.
Practical discussion on the application of zero tax rate
for business tax exportgoods and labor services
3
2020/10/28
The National Federation of CPA
Associations of the R.O.C.
Accounting Science Innovation Theory and Practice
Application-Blockchain Accounting
3
2020/11/25
The National Federation of CPA
Associations of the R.O.C.
Company Law Practice and Case Analysis-Focusing on
Common Disputes and the 2018 Company Law
Amendment
7
Independent
Director
Yang Yu-Ming 2020/08/11
Securities and Futures Institute
The functions of the board of directors from the
prevention of corporate fraud
3
2020/08/24
Taipei Exchange
Seminar on the Promotion of Internal Equity Ownership
of EmergingStocks
3
Arich Enterprise Co., Ltd. Juristic-person
Chairman
representative
Excelsior Medical Co.,
Ltd.
Representative: Fu Hui-
Tung
2020/10/14
Securities and Futures Institute
Discussion about the Responsibilities of Directors and
Supervisors based on Illegal Cases in Securities Market
3
2020/10/16
Securities and Futures Institute
Enterprise Financial Crisis Warning and Type Analysis 3
Juristic-person
director
representative

Excelsior Medical Co.,
Ltd.
Representative: Wang
Ming-Ting
2020/07/17
Accounting Research and
Development Foundation
Tracing “fund flows” in financial report scandals and
case study of related legal responsibility
3
2020/08/21
Corporate Organization Association
Defense Against Hostile Takeover and Responsibilities
of CompanyOwners
3
Juristic-person
director
representative

Excelsior Medical Co.,
Ltd.
Representative: Chang
Ming-Cheng
2020/10/16
Taipei Exchange
The 2020 directors’ and supervisors’ seminar of
corporategovernance and enterprise integrity
3
2020/12/02
Taiwan Corporate Governance
Association
16th International Corporate Governance Forum 3

59

Comp
any
Title Name Date Organizer Course Name Hours
Juristic-person
director
representative

Excelsior Investment Co.,
Ltd.
Representative: Xue Fu-
Quan
2020/09/21
Taipei Exchange
Corporate governance 3.0 - Sustainable Development
Roadmap
3
2020/12/04
Securities and Futures Institute
Intellectual property rights management and company
operatingrisks
3
Director Dang Tian-Jian 2020/09/21
Taipei Exchange
Corporate governance 3.0 - Sustainable Development
Roadmap
3
2020/12/23
Taipei Exchange
Discussions on shareholding structure arrangements
and offensive and defensive strategies in Board of
Directors and shareholders’ meeting through examining
recent competitions for the right of management.
3
Independent
Director
Chang Wu-I 2020/10/16
Taipei Exchange
The 2020 directors’ and supervisors’ seminar of
corporategovernance and enterprise integrity
3
2020/11/27
Taiwan Corporate Governance
Association
Advanced Practice Sharing of Audit Committee -
Towards 3.0
3
Independent
Director
Chan Tzu-Sheng 2020/10/14
Securities and Futures Institute
2020 Seminar on preventing insider trading and/or
insider equitytrading
3
2020/10/16
Taiwan Stock Exchange Corporation
The 2020 directors’ and supervisors’ seminar of
corporategovernance and enterprise integrity
3
Independent
Director
Yang Yu-Ming 2020/08/11
Securities and Futures Institute
The functions of the board of directors from the
prevention of corporate fraud
3
2020/08/24
Taipei Exchange
Seminar on the Promotion of Internal Equity Ownership
of EmergingStocks
3

60

Note 2 Managers’ training records:

Company Title Name Date Organizer Course Name Hours
Excelsior
Medical
Co., Ltd
President Chang Ming-Cheng 2020/10/16
Taipei Exchange
The 2020 directors’ and supervisors’ seminar of
corporate governance and enterprise integrity
3
2020/12/02
Taiwan Corporate Governance
Association
16th International Corporate Governance Forum 3
Vice General
Manager
Wang Ming-Ting 2020/07/17
Accounting Research and
Development Foundation
Tracing “fund flows” in financial report scandals and
case study of related legal responsibility
3
2020/08/21
Corporate Organization Association
Defense Against Hostile Takeover and Responsibilities
of CompanyOwners
3
Accounting
Chief
Chou Cheng-Hsiao 2020/11/16

2020/11/17
Accounting Research and
Development Foundation
Continuing Training Course for Principal Accounting
Officers of Issuers, Securities Firms, and Securities
Exchanges
12

61

(4) Composition, responsibilities, and operation of the Remuneration Committee

The Remuneration Committee assists the Board in discharging its responsibilities relating to the Company’s compensation and benefits policies, plans and programs, and the evaluation of the directors’ and executives’ compensation.

A. Members of the Remuneration Committee

Title Criteria
Name
Meets One of the Following
Professional Qualification
Requirements, Together with at Least
Five Years’ Work Experience
Meets One of the Following
Professional Qualification
Requirements, Together with at Least
Five Years’ Work Experience
Meets One of the Following
Professional Qualification
Requirements, Together with at Least
Five Years’ Work Experience
Independence Criteria
(Note)
Independence Criteria
(Note)
Independence Criteria
(Note)
Independence Criteria
(Note)
Independence Criteria
(Note)
Independence Criteria
(Note)
Independence Criteria
(Note)
Independence Criteria
(Note)
Independence Criteria
(Note)
Independence Criteria
(Note)
Number of
Other Public
Companies
in Which the
Individual is
Concurrently
Serving as an
Remuneratio
n Committee
Member

Remarks
Holds the
position of
lecturer (or
higher) at
public or
private
college or
university in
business, law,
finance,accou
nting or
company
operations
Holds a
license,
obtained
through
national
examination,
for the position
of judge,
district
attorney,
lawyer,
accountant, or
similar

Work
experience
in business,
law,finance
n,accountin
g or
company
operations

1
2 3 4 5 6 7 8 9 10
Independe
nt Director
Chan
Tzu-
Sheng
1 None
Independe
nt Director
Chang
Wu-I
2 None
Other Shih
Mei-Hui
1 None
  • Note: Please tick the corresponding boxes that apply to the directors during the two years prior to being elected or during the term of office.

  • a. Not an employee of the company or any of its affiliates

  • b. Not a director or supervisor of the company or any of its affiliates. Not applicable in cases where the person is an independent director appointed in accordance with the laws and regulations of the local country by, and concurrently serving as such at, a company and its parent or subsidiary or a subsidiary of the same parent.

  • c. Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in holdings.

  • d. A spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer under subparagraph 1 or any of the persons in the preceding two subparagraphs.

  • e. Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act. But not applicable in cases where the person is an independent director appointed in accordance with the laws and regulations of the local country by, and concurrently serving as such at, a company and its parent or subsidiary or a subsidiary of the same parent.

  • f. Not a director, supervisor, or employee of that other company that the company’s director seats or voting shares and those of any other company are controlled by the same person. But not applicable in cases where the person is an independent director appointed in accordance with the laws and regulations of the local country by, and concurrently serving as such at, a company and its parent or subsidiary or a subsidiary of the same parent.

62

  • g. Not a director (or governor), supervisor, or employee of that other company or institution that a chairperson, general manager, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses. But not applicable in cases where the person is an independent director appointed in accordance with the laws and regulations of the local country by, and concurrently serving as such at, a company and its parent or subsidiary or a subsidiary of the same parent.

  • h. Not a director, supervisor, officer, or shareholder holding 5% or more of the shares, of a specified company or institution which has a financial or business relationship with the Company.

  • i. Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations.

  • j. Not been a person of any conditions defined in Article 30 of the Company Act.

63

  • B. Members of the Remuneration Committee

  • a. There are three members in the Remuneration Committee

  • b. The term of office for current members runs from 03 July 2019 through 17 June 2022 As of publication of the Annual Report, there had been a total of three meetings (A) of the RemunerationCommittee over the past fiscal year. Member attendance is detailed as below:

Title Name Attendance
in Person(B)
By Proxy Attendance
Rate (B/A)
Remark
Convener Chan Tzu-
Sheng
2 1 67%
Committee
Member
Chang Wu-I 3 0 100%
Committee
Member
Shih Mei-Hui 3 0 100%
Other mentionable items:
(a) If the board of directors declines to adopt or modifies a recommendation of the
remuneration committee, it should specify the date of the meeting, session,
content of the motion, resolution by the board of directors, and the Company’s
response to the remuneration committee’s opinion (eg., the remuneration passed
by the Board of Directors exceeds the recommendation of the remuneration
committee, the circumstances and cause for the difference shall be specified):
None.
(b) Resolutions of the remuneration committee objected to by members or expressed
reservations and recorded or declared in writing, the date of the meeting, session,
content of the motion, all members’ opinions and the response to members’
opinion should be specified: None.
(c)Operations of the Remuneration Committee in the most recentyear:
Remuneration
Committee Session
and Date
Content
Resolution
The Company’s handling
of the opinion of the
remuneration
committee members
The 7th
Meet-
ing in
the 12th
term
2020.01.171.The amendment of year-end bonus for
managers in 2019.
Approved by
the
Remuneration
Committee.
All motions were
unanimously approved by
all attending directors
without dissidence.
The 8th
Meet-
ing in
the 12th
term
2020.03.12
1.The distribution of employees’
compensations and Directors’
compensations for 2019.
2.The amendment of “Remuneration
Committee Charter”.
Approved by
the
Remuneration
Committee.
All motions were
unanimously approved by
all attending directors
without dissidence.
The
11th
Meet-
ing in
the 12th
term
2020.08.06
1. The distribution of directors’
compensations in 2019.
2.The distribution of employees’
compensations for managers in 2019.
Approved by
the
Remuneration
Committee.
All motions were
unanimously approved by
all attending directors
without dissidence.

64

(5) Fulfillment of CSR

5)Fulfillment of CSR
Evaluation Item Implementation Status Deviations from the
“Corporate Social
Responsibility Best Practice
Principles for TWSE/TPEx
Listed Companies” and
Reasons
Yes No Explanation
A. Has the company conducted risk
assessments of environmental, social
and corporate governance issues
pertaining to company operations
based on the materiality principle and
establish the relevant risk management
policies or strategies?

V
To prevent risk-related losses, the Company has
established relevant management policies based
on our business philosophies and materiality
principle. The policies include fulfilling corporate
social responsibilities, focusing on rights and
interests of stakeholders, being committed to
topics related to environment, social and
governance, and to identify, evaluate, treat,
monitor, and regularly track potential risks to the
Company.
Comply
B. Has the company established
exclusively (or concurrently) dedicated
first-line managers authorized by the
board to be in charge of proposing the
corporate social responsibility policies
and reportingto the board?

V
The Group has not yet to establish an exclusively
dedicated unit, but relevant matters are jointly
carried out by the General Manager’s Office, the
Finance and Accounting Division, the Employee
Welfare Committee and the Excelsior Health
Foundation.
Partially Comply
C. Environmental issues
a. Has the company established proper
environmental management
systems based on the characteristics
of their industries?
V The Company is not a manufacturer and is
therefore not applicable for ISO 14001 or other
similar environmental management system
certification. Nevertheless, the Company is
dedicated to promoting environmental protection
activities and strongly promotes water and power
conservation to reduce damages and burdens to

Comply

65

Evaluation Item Implementation Status Deviations from the
“Corporate Social
Responsibility Best Practice
Principles for TWSE/TPEx
Listed Companies” and
Reasons
Yes No Explanation
the environment. Products related to the Group
do not generate waste, and the remaining garbage
disposal is carried out in line with relevant
regulations from the management committee of
the office building. In addition, Arich Enterprise
Co., Ltd. has established the “Employee Safety
and Health Manual” as management guidelines
for the workplace environment.
b. Does the company endeavor to
utilize all resources more efficiently
and use renewable materials which
have low impact on the
environment?
c. Does the company evaluate the
potential risks and opportunities in
climate change with regard to the
present and future of its business,
and take appropriate action to
counter climate change issues?
d. Did the company take inventory of
its greenhouse gas emissions, water
consumption, and total weight of
waste in the last two years, and
implement policies on energy
efficiencyand carbon dioxide
V
V
V
The Group views promoting energy and power-
saving products while reducing redundant
packaging as a priority. Internally, we also
promote energy and water conservation to reduce
the harms and burden on the environment.
Global climate change has led to frequent
abnormal weather conditions. The Company
determines the potential risks from climate
change on the Company, and develops response
policies and action plans accordingly to reduce
climate risks on business operations.
The Company has established the “Company
Energy Conservation and Carbon Reduction
Management Procedures” and advocates that the
temperature of air conditioner shall not be lower
than 25 degree Celsius. Staff shall appropriately
turn off the air conditioners and lights at office

Comply
Comply
Comply

66

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from the
“Corporate Social
Responsibility Best Practice
Principles for TWSE/TPEx
Listed Companies” and
Reasons
Yes No Explanation
reduction, greenhouse gas
reduction, water reduction, or waste
management?
areas that are either unmanned or with very few
people; in addition, the replacement of lights shall
be mostly for energy-saving LED lighting, and
energy conservation and recycling are also
promoted from time to time. The Company’s
carbon dioxide emissions, already announced on
the MOPS, were 363,237kg in 2019 and 337,896kg
in 2020. In addition, the total water consumption
shared by the office building was 21,488 cubic
meters in 2019 and 28,981 cubic meters in 2020
and the total weight of waste shared by the office
building was 22,710kg in both 2019 and 2020. In
the future, we will continue to promote energy
conservation, carbon reduction and greenhouse
gas reductionpolicies as ourgoals.
D. Social issues
a. Has the company established
appropriate management policies
and procedures according to
relevant regulations and the
International Bill of Human Rights?
V The Group complies with applicable laws and
standards, including the Labor Standards Act and
Act of Gender Equality in Employment. In
addition, the Company has also established the
“Employee Work Rules” to provide employees a
friendly work environment through equal
recruitment principles and mutually-respectful
work attitude.
Comply

67

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from the
“Corporate Social
Responsibility Best Practice
Principles for TWSE/TPEx
Listed Companies” and
Reasons
Yes No Explanation
b. Has the company had reasonable
employee benefit measures
(including salaries, leave, and other
benefits), and reflected business
performance or results in employee
compensations?
c. Does the company provide a healthy
and safe working environment and
organize training on health and
safety for its employees on a regular
basis?
d. Does the company provide its
employees with career development
and training sessions?
V
V
V
The Company has already established and
implemented various employee benefit measures.
Please refer to the description of “Chapter V.
Business Overview-5. Labor Relations.” In
addition, according to the Article 25 of the
Company’s Articles of Association, the Company
should contribute no less than 1% of the profit as
employee compensation when there is profit for
the year. Employee compensation amount in 2020
was NT$36,378,877.
The Group views great importance to the safety
of employees’ work environment and has
participated in the annual publicity work of fire
drill organized by the office building
management committee. In addition, the
Employee Welfare Committee has also been set
up to organize various benefit measures,
including annual employee health check and
provides various allowances. Moreover, labor
insurance, national health insurance, and group
insurance are also filed in line with the law to
protect employees' rights and interests.
The Group regularly organizes “teaching by
experience” training to effectively enhance
employees’ occupational competences and to
developtheirprofessional skills.
Comply
Comply
Comply

68

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from the
“Corporate Social
Responsibility Best Practice
Principles for TWSE/TPEx
Listed Companies” and
Reasons
Yes No Explanation
e. Does the company comply with
relevant regulations and
international standards in relation
to customer health and safety,
customer privacy, and marketing
and labeling of products and
services, and establish consumer
right protection policy and
grievance procedure?
V The Company has established the “Handling
Procedures for Reporting Illegal, Unethical and
Dishonest Conduct” to fulfill corporate social
responsibility in practice and to protect the
privacy and rights of customers. The Procedures
also include after-sale customer service and
maintenance warranty. In addition, special areas
for product registration and inquiry on
maintenance progress are also available on the
Company’s website, and a 0800 toll-free hotline is
set up, where professional customer service
personnel will be available to answer all queries.
Furthermore, the Group is non-manufacturing, so
there is no research and development or
productionprocedures.
Comply
f. Does the company implement
supplier management policies,
requiring suppliers to follow
relevant regulations on issues such
as environmental protection,
occupational health and safety, or
labor and human rights? If so,
describe the results.
V Most of the Company’s major suppliers are
medical principals in Europe, the United States,
and Japan. Therefore, the Company always
practices due care in evaluating whether the
products comply with domestic and foreign legal
requirements before purchases are made. In
addition, during signing of contracts, based on
the requirement in the “Ethical Corporate
Management Best Practice Principles,” contracts
shall clearly specify compliance with ethical
corporate management policy and both shall
strive to enhance the corporate social responsibilities.

Comply

69

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from the
“Corporate Social
Responsibility Best Practice
Principles for TWSE/TPEx
Listed Companies” and
Reasons
Yes No Explanation
E. Does the company refer to
internationally accepted reporting
standards or guidelines to compile
reports that disclose non-financial
information of the company, such as
corporate social responsibility reports?
Has the reports above obtained
assurance from a third-party
verification organization?
V The Company has not yet compiled reports that
disclose non-financial information such as the
Corporate Social Responsibility (CSR) Report in
reference to internationally accepted reporting
standards or guidelines. However, the Company
will continue to fulfill corporate social
responsibilities and to establish relevant policies
in accordance with laws and international trends.
Not yet met.
F. If the Company has established its own corporate social responsibility principles in accordance with “Corporate Social Responsibility
Best Practice Principles for TWSE/TPEx Listed Companies,” please state the difference between actual practice and principles.
The Company has established “Corporate Social Responsibility Best Practice Principles” and will actively fulfill corporate social
responsibilities in practice to meet international trends for balanced environmental, social, and governance developments. The
overall business activities of the Group are carried out in accordance with the regulations from “Corporate Social Responsibility Best
Practice Principles.”
G. Other important information that helps to understand the status of corporate social responsibility practices:
In addition to committing to core business development, the Company also pays great attention to social welfare and adheres
the spirit of giving back to society. In 2020, we continued to carry out various donation activities, such as donating to Tainan Sin-Lau
Hospital of Sin-Lau Medical Foundation, Camillian Saint Mary’s Hospital Luodong of the Presbyterian Church in Taiwan, Taiwan
Society of Nephrology, Taiwan Wound Ostomy and Continence Nursing Association, Ministry of Health and Welfare Hengchun
Tourism Hospital and blood centers throughout Taiwan.
Moreover, Excelsior Health Foundation organized winter relief for underprivileged Groups and Solitary elders in Nantou and
promoted community medical and healthcare development. By collaborating with local community groups to organize healthcare
activities, and collaborating with domestic and foreign medical groups or academic institutions to train professionals in the
medical/healthcare industry.

70

(6) Fulfillment of ethical corporate management

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from the “Corporate
Social Responsibility Best Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No
Explanation
A. Establishment of ethical corporate
management policies and programs
a. Has the company established ethical
corporate management policy approved
by the board of directors and stated the
ethical corporate management policy
and practices in its regulations and
external documents, as well as the
commitment from the board of directors
and executives to actively implement the
policies?
b. Has the company established
mechanisms in place to assess the risk of
unethical conduct, and regularly analyze
and assess business activities with higher
risk of unethical conduct within the
scope of business? Has the company
implemented programs to prevent
unethical conduct based on the above
and ensure the programs cover at least
the matters described in Paragraph 2,
Article 7 of the Ethical Corporate
Management Best Practice Principles for
TWSE/TPEx Listed Companies?
V

V
The Company and DMT have both
established “Ethical Corporate Management
Best Practice Principles.” Alternatively,
Arich has established the “Procedures for
Ethical Management and Guidelines for
Conduct.” All aforesaid principles and
procedures have been approved by the
Board of Directors, and the Auditing Office
is in charge of establishing the ethical
management policy and preventive actions
as well as supervising their implementation,
and regularly reports relevant progress to
the Board.
In order to prevent unethical conduct, the
Company has established the “Handling
Procedures for Reporting Illegal and
Unethical Conduct,” enacted specific and
effective reward and disciplinary system,
and utilized the procedures to carry out
relevant audits, analysis, and assessments.
Comply
Comply

71

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from the “Corporate
Social Responsibility Best Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No
Explanation
c. Has the company clearly established
operating procedures, code of conduct,
disciplinary actions, and appeal
procedures in the programs against
unethical conduct? Did the company
carry out the implementation and
regularly review and revise them?
V The “Ethical Corporate Management Best
Practice Principles” specifies prevention
against various unreasonable transfer of
interest, and appropriately organizes
educational training and advocacy for
directors, managers, and substantial
business controllers. In addition, the
Company has established the “Handling
Procedures for Reporting Illegal and
Unethical Conduct” and implement it.
Comply
B. Fulfill ethical corporate management
a. Has the company evaluated business
partners’ ethical records and included
ethics-related clauses in business
contracts?
V The Group has established evaluation
system for all transacting customers and
suppliers. To fulfill ethical corporate
management, when signing contracts with
counterparties, rights and obligations of
both parties are specified in detail along
with compliance with the “Ethical
Corporate Management Best Practice
Principles.”
Comply

72

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from the “Corporate
Social Responsibility Best Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No
Explanation
b. Has the company set up a unit
responsible for ethical corporate
management on a full-time basis under
the Board of Directors which reports the
ethical corporate management policy
and programs against unethical conduct
regularly (at least once a year) to the
Board of Directors while overseeing such
operations?
c. Has the company established policies to
prevent conflicts of interest and provide
appropriate communication channels,
and implement it?
d. Has the company established effective
accounting and internal control systems
in place to implement ethical corporate
management? Has the internal audit unit
followed the results of unethical conduct
risk assessments and devised audit plans
to audit the systems accordingly to
prevent unethical conduct, or has it hired
a CPA toperform the audits?
V
V

V
Arich has specified its Finance and
Administration Division to be in charge of
establishing an ethical business
management policy and preventive
programs, and for internal auditors to be in
charge of supervising relevant
implementation and to prepare and submit
audit reports to the Board of Directors.
Though the other companies have not yet
established dedicated units to promote
ethical corporate management policy,
corporate social responsibilities are fulfilled
by all departments based on their respective
duties and obligations, and the internal
auditors are responsible for supervising
relevant implementations.
The Company has established the
“Handling Procedures for Reporting Illegal
and Unethical Conduct,” and internal
personnel can report to their direct
supervisors as well as submit whistle-
blowing reports to responsible units in case
of matters concerning conflict of interests.
To ensure the implementation of ethical
corporate management, the Group has
established effective accounting and internal
control systems and its compliance is
regularly audited by the internal auditors.
Partially Comply
Comply

Comply

73

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from the “Corporate
Social Responsibility Best Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No
Explanation
e. Does the company regularly hold internal
and external educational trainings on
ethical corporate management?

V
The Group irregularly promotes major
policies including ethical corporate
management in annual important meetings.
The Company’s sales unit organized
educational training related to ethical
corporate management to 20 people, for 10
person-hour in 2020.
Comply
C. Operation of the whistle-blowing channel
a. Has the company established both a
reward/punishment system, set up
convenient whistle-blowing channels
and designated appropriate personnel
for follow-up?
V The Company has established the
“Handling Procedures for Reporting Illegal
and Unethical Conduct” and Company’s
stakeholders such as shareholders and
investors can report to the Company
spokesperson and deputy spokesperson for
matters related to violation of ethical
corporate management and Codes of Ethical
Conduct; customers, suppliers, and
contractors can report to the CFO and audit
supervisor, while Company employees can
report to the HR department. After
investigations, if the incident was found to
be true, disciplinary actions will be taken
based on the severityof the violation.

Comply

74

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from the “Corporate
Social Responsibility Best Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No
Explanation
b. Has the company established standard
operating procedures for investigating
accusation cases, as well as follow-up
actions and relevant post-investigation
confidentiality measures?
V In case Company employees discover
unethical conduct such as a breach of ethics,
unlawful act, or breach of fiduciary duty
from any director, manager, employee, or
person with substantial control, the
employee shall submit substantial
information on the incident and submit a
whistle-blowing report to the unit
responsible for receiving such reports. An
investigation report will be submitted to the
Board of Directors after investigation has
been completed, and the Board of Directors
shall determine the method of disciplinary
action and listen to any appeals from the
subject of the investigation.
Comply
c. Has the company provided proper
whistleblower protection?
V The Company shall keep the identity of
whistleblowers and the content of reported
cases confidential.
Comply
D. Strengthening information disclosure
Has the company disclosed its ethical
corporate management policies and the
results of its implementation on the
company’s website and MOPS?
V The Company, DMT and Arich have
established corporate websites that disclose
information on corporate culture,
management objectives, and ethical
corporate management.
Comply

75

Implementation Status
Deviations from the “Corporate
Evaluation Item
Social Responsibility Best Practice
Principles for TWSE/TPEx Listed
Yes No
Explanation
Companies” and Reasons
E. If the company has established the ethical corporate management policies based on the “Ethical Corporate Management Best Practice
Principles for TWSE/TPEx Listed Companies,” please describe any discrepancy between the policies and their implementation.
The Company, Dynamic Medical Technologies Inc., and Arich Enterprise Co., Ltd. have established “Ethical Corporate
Management Best Practice Principles” based on the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed
Companies,” and have implemented it indeed,so there are no difference.
  • F. Other important information to facilitate a better understanding of the company’s ethical corporate management policies (e.g., review and amend its policies).

  • a. As the basis for implementing ethical corporate management in practice, the Group adheres to the Company Act, the Securities and Exchange Act, the Business Entity Accounting Act, relevant policies for TWSE/TPEx listed companies and other business laws and bylaws pursuant to business conduct.

  • b. The Company, Dynamic Medical Technologies Inc., and Arich Enterprise Co., Ltd. have established “Procedures for Handling Material Inside Information” and disclosure of the handling of all material inside information is carried out accordingly. The following is a summary of the Procedures:

    • (a)Designate an exclusive unit to be in charge of handling matters related to material inside information, and all documents related to material information comply with the Company’s internal approval processes.

    • (b)The company’s directors, managers and employees shall exercise the due care and fiduciary duty of a good administrator and act in good faith when performing their duties, and shall sign confidentiality agreements. No director, manager, or employee with knowledge of material inside information of this company may divulge the information to others.

    • (c)Any organization or person outside of the Company that is involved in any corporate action of the Company relating to a merger or acquisition, major memorandum of understanding, strategic alliance, other business partnership plans, or the signing of a major contract shall be required to sign a confidentiality agreement, and may not disclose to another party any material inside information of the Company thus acquired.

    • (d)External disclosure of material inside information shall comply with the following principles: (i) the information disclosed shall be accurate, complete, and timely; (ii) there shall be a well-founded basis for the information disclosure; and (iii) the information shall be disclosed fairly.

76

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from the “Corporate
Social Responsibility Best Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No
Explanation
(e) Any disclosure of the Company’s material inside information, except as otherwise provided by law or regulation, shall be made
by the Company’s spokesperson, or by a deputy spokesperson acting in such capacity in a confirmed sequential order. When
necessary, the disclosure may be made directly by the responsible person of the Company. The Company’s spokesperson or
deputy spokesperson shall communicate to outside parties only information within the scope authorized by the Company, and
no personnel of the Company other than those serving as the Company’s responsible person, spokesperson, or deputy
spokesperson maydisclose anymaterial inside information of the Companyto outsideparties without authorization.

(7) The Company shall disclose how to search for its corporate governance best practice principles or related regulations. Information on Corporate Governance is available under the Investor section at the Company’s website (http://www.excelsiormedical.com.tw.) Organization and operations of the internal audit, Articles of Incorporation, Regulations Governing the Acquisition and Disposal of Assets, and Regulations Making of Endorsements/Guarantees are disclosed and available for investors and other related parties to query.

  • Please see the Market Observation Post System (MOPS) for corporate governance policies and related standards and procedures

  • from Dynamic Medical Technologies Inc., and Arich Enterprise Co., Ltd.. (http://mops.twse.com.tw/mops/web/index)

  • (8) Other important information that will provide a better understanding of the state of the Company’s implementation of corporate governance may also be disclosed.

The Company, Dynamic Medical Technologies Inc., and Arich Enterprise Co., Ltd. have all established three seats of independent directors respectively, and all supervise the operations of corporate governance in practice through setting an Audit committee and Remuneration Committee. Material information and various matters to be declared by TWSE/TPEx listed companies are all announced on a timely basis, and on top of fulfilling the corporate governance system in practice, three companies also strive to achieve various indicators on the TWSE/TPEx listed companies information assessment.

77

(9) Internal control systems

A. Statement of internal control system

Excelsior Medical Co., Ltd. Statement of Internal Control System

Date: March 12, 2021

‐ Based on the findings of self assessment, the Company states the following with regard to its internal control system during the year 2020:

  • I. The Company fully understands that the establishment, implementation, and maintenance of Internal Control System (ICS) are the responsibilities of the Company's Board of Directors and managers, and have established the said system accordingly. The internal control system is designed to provide reasonable assurance for the effectiveness and efficiency of the operations (including profitability, performance and protection of assets), reliability, timeliness, and transparency of reporting, and compliance with applicable laws and regulations.

  • II. All ICS are bound by natural limitations and regardless of the robustness of designs, effective ICS can only provide reasonable assurance for the three objectives listed above.Efficacy of the ICS will also change with the changing environment or context. However, the ICS of the Company has self-monitoring mechanisms in place, and the Company will take corrective action against any defects identified.

  • III. The Company will refer to the Regulations Governing Establishment of Internal Control Systems by Public Companies (hereinafter referred to as ICS Regulations ) to identify assessment items for determining the effectiveness of ICS as well as the performance of design and implementation of the system. Based on the process of control, the assessment items specified in the Regulations divide the internal control system into five constituent elements: 1.control environment; 2. risk assessment; 3. control activities; 4. information and communications; and 5. monitoring activities. Each constituent element includes a certain number of items. For more information on such items, refer to the Regulations.

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

  • V. Based on the findings of the evaluation mentioned in the preceding paragraph, the Company believes that as of December 31, 2020 its internal control system (including its supervision and management of subsidiaries), encompassing internal controls for knowledge of the degree of achievement of operational effectiveness and efficiency objectives, reliability of reporting, and compliance with applicable laws and regulations, is effectively designed and operating, and reasonably assures the achievement of the above-stated objectives.

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

This statement has been approved on March 12, 2021, by the Board and out of the nine (9) Board members in attendance, none had objected to the statement and all consented to the content expressed herein.

EXCELSIOR MEDICAL CO., LTD.

Chairman Fu Hui-Tung

General Manager Chang Ming-Cheng

78

  • B. If CPA has been hired to carry out a special audit of the internal control system, the company shall furnish the CPA audit report: None.

  • (10)Conviction of corporate or employees’ wrongdoings, Company’s punishmenton employee for violation of internal control, major faults and improve mentsduring from last year up to the time of report publication: None.

  • (11) Major resolutions of the shareholders meeting and board of directors meeting from last year up to the time of report publication:

  • A. Major resolutions of the shareholders meeting

Classifi
cation
Date Major
Resolutions
Resolution of the Shareholders Meeting Implementation
Status
Sharehol
ders’
Meeting
2020.0
6.18
1.Adoption of
the Company’s
2019 financial
statements.
Voting results: 80,596,337 ballots in favor;
97.75% (including 10,746,784 ballots submitted
through e-voting); 28,480 ballots against;
0.003% (including 28,480ballots submitted
through e-voting); 1,828,123 ballots forfeit/did
not vote; 2.22% (including 1,826,715 ballots
submitted through e-voting); 0 void ballots;
0%. Ballots in favor have exceeded one-half of
all voting rights, and the motion is passed
without amendment.


Approved by
resolution of the
Shareholders’
Meeting.
2.Adoption of
the proposal
for distribution
of 2019 profits.
Voting results: 80,752,979 ballots in favor;
97.94% (including 10,903,426 ballots submitted
through e-voting); 29,481 ballots against;
0.004% (including 29,481 ballots submitted
through e-voting); 1,670,480 ballots forfeit/did
not vote; 2.02% (including 1,669,072 ballots
submitted through e-voting); 0 void ballots;
0%. Ballots in favor have exceeded one-half of
all voting rights, and the motion is passed
without amendment.


The
Shareholders' Mee
ting approved the
distribution of
NT$465,791,601 of
cash dividends, or
NT$3.3 per share.
The distribution
was completed on
August 28,2020.
3.Amending part
of the articles
of Incorporation
Voting results: 80,749,677 ballots in favor;
97.93% (including 10,900,124 ballots submitted
through e-voting); 31,783 ballots against;
0.04% (including 31,783 ballots submitted
through e-voting); 1,671,480 ballots forfeit/did
not vote; 2.03% (including 1,670,072 ballots
submitted through e-voting); 0 void ballots;
0%. Ballots in favor have exceeded one-half of
all voting rights, and the motion is passed
without amendment.


Approved by
resolution of the
Shareholders’
Meeting, and
registration was
completed on July
13, 2020.
4.Amending part
of the articles
of the
Company’s
“Assets
Acquisition or
Disposition
Procedures”.
Voting results: 76,240,477 ballots in favor;
92.46% (including 6,390,924 ballots submitted
through e-voting); 4,539,983 ballots against;
5.51% (including 4,539,983 ballots submitted
through e-voting); 1,672,480 ballots forfeit/did
not vote; 2.03% (including 1,671,072 ballots
submitted through e-voting); 0 void ballots;
0%. Ballots in favor have exceeded one-half of
all voting rights, and the motion is passed
without amendment.

Approved by
resolution of the
Shareholders’
Meeting.
5.Release the
prohibition on
directors from
participation in
competition
businesses.

Voting results: 80,641,152 ballots in favor;
97.80% (including 10,791,599 ballots submitted
through e-voting); 140,133 ballots against;
0.17% (including 140,133 ballots submitted
through e-voting); 1,671,655 ballots forfeit/did
not vote; 2.03% (including 1,670,247 ballots
submitted through e-voting); 0 void ballots;
0%. Ballots in favor have exceeded two-thirds
of all voting rights, and the motion is passed
without amendment.


Approved by
resolution of the
Shareholders’
Meeting.

79

B. Major resolutions of the Board of Directors’ Meetings from last year up to the time of report publication

The Company has convened nine Board of Directors meetings in 2020 up to the time of report publication. Major resolutions have been listed in the following:

Board of
Directors’
Meetings
Board of
Directors’
Meetings
Content Opinion of
the
Independent
Director
Dissenting
Opinion or
Qualified
Opinion of
Independent
Directors

Company’s
handling of
the opinions
of the
Independent
Directors

Resolution
Result
The 7th
Meeting
in the
12th
term

2020.1.1
7
1. Approved amendment of year-end bonus for managers in 2019. Motions
approved
without
amendment.

None
N/A All motions
were
unanimously
approved by
all attending
Directors
without
dissidence.
The 8th
Meeting
in the
12th
term

2020.3.1
2
1. Approved the preparation of 2019 Internal Control System Statement of
the Company.
2. Approved the distribution of employees' compensations and
directors' compensations for 2019.
3. Approved the Company's 2019 Financial Statements.
4. Approved the Company's 2019 earnings distribution proposal.
5. Approved the amendment of "Articles of Incorporation".
6. Approved the amendment of "Regulations Governing the Acquisition or
Disposal of Assets".
7. Approved the amendment of "Rules of Procedure for Board of Directors
Meetings".
8. Approved the amendment of "Audit Committee Charter".
9. Approved the amendment of "Remuneration Committee Charter".
10. Approved the releasing the prohibition on some of the Company's
Directors from participation in competitive business.
11. Approved the releasing the prohibition on the Company's managers
from participation in competitive business.
12.Approved themotionto convene the Company's2020AnnualGeneral
Motions
approved
without
amendment.

None
N/A All motions
were
unanimously
approved by
all attending
Directors
without
dissidence.

80

Board of
Directors’
Meetings
Board of
Directors’
Meetings
Content Opinion of
the
Independent
Director
Dissenting
Opinion or
Qualified
Opinion of
Independent
Directors

Company’s
handling of
the opinions
of the
Independent
Directors

Resolution
Result
Shareholders' meeting and to establish related matters including
accepting shareholders' proposals.
13. Approved the motion for the Company to provide contract performance
guarantee for transacting counterparty Bestchain Healthtaiwan Co., Ltd.
14. Approved the motion for the Company to provide
endorsements/guarantees for new financing credit of NT$50 million
from Xihu Branch of Bank SinoPac on behalf of Excelsior Asset
Management Co., Ltd.
15. Approved the motion for the Company to provide
endorsements/guarantees for new financing credit of NT$50 million
from Nanjing East Road Branch of Yuanta Bank on behalf of Excelsior
Asset Management Co., Ltd.
16. Approved the Company’s application for credit extension due to
expiration of the syndicated credit line from Xihu Branch of Bank
SinoPac.
17. Approved the Company’s application for credit extension due to
expirationofthe syndicated creditlinefromCitibankTaiwan.
The 9th
Meeting
in the
12th
term

2020.4.22

1. Approved the Company's participation in subsidiary Arich Enterprise
Co., Ltd.'s capital injection by issuance of new shares.
2. Approved the motion for the Company to provide
endorsements/guarantees for financing credit extension of NT$80
million from CitiBank Taiwan on behalf of Bestchain Healthtaiwan Co.,
Ltd.
3. Approved the motion for the Company to provide
endorsements/guarantees for new financing credit of NT$80 million
from Zhonghe Branch of First Bank on behalf of Bestchain Healthtaiwan
Co., Ltd.
Motions
approved
without
amendment.
None N/A All motions
were
unanimously
approved by
all attending
Directors
without
dissidence.

81

Board of
Directors’
Meetings
Board of
Directors’
Meetings
Content Opinion of
the
Independent
Director
Dissenting
Opinion or
Qualified
Opinion of
Independent
Directors

Company’s
handling of
the opinions
of the
Independent
Directors

Resolution
Result
The
10th
Meeting
in the
12th
term

2020.5.5

1. Approved the evaluation results for the independence and suitability of
the Company’s CPA.
2. Routine review of the 2020 CPA audit fee.
3. Approved the 2020 Q1 consolidated financial report.
4. Approved the motion for the Company to provide contract performance
guarantee for transacting counterparty Bestchain Healthtaiwan Co., Ltd.
5. Approved the motion for the Company to provide
endorsements/guarantees for financing credit extension of NT$100
million from Xihu Branch of Bank SinoPac on behalf of Bestchain
Healthtaiwan Co., Ltd.
6. Approved the Company's application for credit extension due to
expiration of the syndicated credit line from Regional Centers North
District 2 of Cathay United Bank.
Motions
approved
without
amendment.
None N/A All motions
were
unanimously
approved by
all attending
Directors
without
dissidence.
The
11th
Meeting
in the
12th
term

2020.8.6


1. Approved the 2020 Q2 consolidated financial report.
2. Approved amendments of “Procedures for Lending Funds to Other
Parties”.
3. Approved the motion for the Company to provide contract performance
guarantee for transacting counterparty Bestchain Healthtaiwan Co., Ltd.
4. Approved the motion for the Company to provide
endorsements/guarantees for new financing credit of USD$2.5 million
from Citibank on behalf of Renal Laboratories Sdn. Bhd..
5. Approved the motion for the Company to provide
endorsements/guarantees for new financing credit of USD$0.5 million
from Citibank on behalf of Medi-Chem Systems Sdn. Bhd..
6. Approved the motion for the Company to provide
endorsements/guarantees for new financing credit of peso $50 million
from Manila Branch of Cathay United Bank on behalf of EG Healthcare,
Inc.
7.Approved themotion forthe Company to provide
Motions
approved
without
amendment.
None N/A All motions
were
unanimously
approved by
all attending
Directors
without
dissidence.

82

Board of
Directors’
Meetings
Board of
Directors’
Meetings
Content Opinion of
the
Independent
Director
Dissenting
Opinion or
Qualified
Opinion of
Independent
Directors

Company’s
handling of
the opinions
of the
Independent
Directors

Resolution
Result
endorsements/guarantees for financing credit extension of NT$100
million from Corporate Banking Division of Cathay United Bank on
behalf of Bestchain Healthtaiwan Co., Ltd.
8. Approved the Company’s application for credit extension due to
expiration of the syndicated credit line from Fu Hsing Branch of Chang
Hwa Commercial Bank.
9. Approved the Company’s application for credit extension due to
expiration of the syndicated credit line from Taipei Branch of Taiwan
Cooperative Bank.
10. Approved the Company’s application for credit extension due to
expiration of the syndicated credit line from Nanjing East Road Branch of
Hua Nan Bank.
11. Approved the Company’s application for credit extension due to
expiration of the syndicated credit line from Xihu Branch of Bank
SinoPac.
12.Approved the Company’s application for new financing credit from
Citibank Taiwan to meet future operational needs.
13.Approved the distribution of Directors’ compensations in 2019.
14.Approved the distribution of employees’ compensations for managers in
2019.
The
12th
Meeting
in the
12th
term

2020.11.10

1. Approved the 2020 Q3 consolidated financial report.
2. Approved the Company’s 2021 audit plan.
3. Approved the Company’s 2021 budget report.
4. Approved the motion for the Company to provide contract performance
guarantee for transacting counterparty Bestchain Healthtaiwan Co., Ltd.
5. Approved the motion for the Company to provide contract performance
guarantee for the subsidiary Renal Laboratories Sdn. Bhd..
6. Approved the motion for the Company to provide
endorsements/guaranteesfor financing credit extensionofNT$200
Motions
approved
without
amendment.
None N/A All motions
were
unanimously
approved by
all attending
Directors
without
dissidence.

83

Board of
Directors’
Meetings
Board of
Directors’
Meetings
Content Opinion of
the
Independent
Director
Dissenting
Opinion or
Qualified
Opinion of
Independent
Directors

Company’s
handling of
the opinions
of the
Independent
Directors

Resolution
Result
million from Taipei Branch of Taiwan Cooperative Bank on behalf of
Bestchain Healthtaiwan Co., Ltd.
7. Approved the motion for the Company to provide
endorsements/guarantees for financing credit extension of NT$100
million from Nanjing East Road Branch of Hua Nan Bank on behalf of
Bestchain Healthtaiwan Co., Ltd.
8. Approved the Company’s application for credit extension due to
expiration of the syndicated credit line from Department of International
ofMegaInternationalCommercial Bank.
The
13th
Meeting
in the
12th
term

2021.01.21

1. Approved the amendment of "Regulations Governing the Acquisition or
Disposal of Assets".
2. Approved the motion for the Company to provide contract performance
guarantee for transacting counterparty Bestchain Healthtaiwan Co., Ltd.
3. Approved the motion for the Company to provide
endorsements/guarantees for financing credit extension of NT$10
million from Taipei Branch of Taiwan Cooperative Bank on behalf of
Bestsmile Co., Ltd.
4. Approved the motion for the Company to provide
endorsements/guarantees for new financing credit of NT$100 million
from Commercial Banking Office of Standard Chartered Bank on behalf
of Bestchain Healthtaiwan Co., Ltd.
5. Approved the motion for the Company to provide
endorsements/guarantees for new financing credit of NT$210 million
from Corporate Banking Division of Cathay United Bank on behalf of
Excelsior Asset Management Co., Ltd.
6. Approved the motion for the Company to provide
endorsements/guarantees for new financing credit of NT$170 million
from Nanjing East Road Branch of Hua Nan Bank on behalf of Excelsior
Asset Management Co.,Ltd.(Revise amount to NT$50 million.)
Motions
approved
without
amendment.
None N/A All motions
were
unanimously
approved by
all attending
Directors
without
dissidence.

84

Board of
Directors’
Meetings
Board of
Directors’
Meetings
Content Opinion of
the
Independent
Director
Dissenting
Opinion or
Qualified
Opinion of
Independent
Directors

Company’s
handling of
the opinions
of the
Independent
Directors

Resolution
Result
7. Approved the Company’s application for credit extension due to
expiration of the syndicated credit line from Zhonghe Branch of First
Bank.
8. Approved distributions of the 2th employees’ compensations for
managers in 2019.
9. Approved distributions ofyear-end bonus for managers in 2020.
The
14th
Meeting
in the
12th
term

2021.3.12
1. Approved the preparation of 2020 Internal Control System Statement of
the Company.
2. Approved the distribution of employees' compensations and
directors' compensations for 2020.
3. Approved the Company's 2020 Financial Statements.
4. Approved the Company's 2020 earnings distribution proposal.
5. Approved the amendment of “Rules of Procedure for Shareholders
Meetings”.
6. Approved the amendment of “Regulations Governing the Evaluation of
the Performance of the Board of Directors,” “Rules Governing the Scope
of Powers of Independent Directors,” “Audit Committee Charter” and
“Remuneration Committee Charter.”
7. Approved the amendment of “Internal Control System” and “Internal
Audit System.”
8. Approved the amendment of the Company’s “approved authority level.”
9. Approved the releasing the prohibition on some of the Company's
Directors from participation in competitive business.
10.Approved the releasing the prohibition on the Company's managers
from participation in competitive business.
11.Approved the motion to convene the Company's 2021 Annual General
Shareholders’ meeting and to establish related matters including
accepting shareholders' proposals.
12.Approved themotion forthe Company to provide contract performance
Motions
approved
without
amendment.

None
N/A All motions
were
unanimously
approved by
all attending
Directors
without
dissidence.

85

Board of
Directors’
Meetings
Board of
Directors’
Meetings
Content Opinion of
the
Independent
Director
Dissenting
Opinion or
Qualified
Opinion of
Independent
Directors

Company’s
handling of
the opinions
of the
Independent
Directors

Resolution
Result
guarantee for transacting counterparty Bestchain Healthtaiwan Co., Ltd.
13.Approved the motion for the Company to provide
endorsements/guarantees for financing credit extension of NT$100
million from CitiBank Taiwan on behalf of Bestchain Healthtaiwan Co.,
Ltd.
14.Approved the motion for the Company to provide
endorsements/guarantees for new financing credit of NT$370 million
from Taipei Branch of Taiwan Cooperative Bank on behalf of Excelsior
Asset Management Co., Ltd.
15.Approved the Company’s application for credit extension due to
expiration of the syndicated credit line from Citibank Taiwan.
The
15th
Meeting
in the
12th
term

2021.5.7

1. Approved the evaluation results for the independence and suitability of
the Company's CPA.
2. Approved the 2021 Q1 consolidated financial report.
3. Approved the amendment of “Internal Audit System.”
4. Approved the motion for the Company to provide contract performance
guarantee for transacting counterparty Bestchain Healthtaiwan Co., Ltd.
Motions
approved
without
amendment.
None N/A All motions
were
unanimously
approved by
all attending
Directors
without
dissidence.

86

  • (12)Where, during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, a director or supervisor has expressed a dissenting opinion with respect to a resolution approved by the board of directors, and said dissenting opinion has been recorded or prepared as a written declaration, disclose the principal content thereof: None.

  • (13)A summary of resignations and dismissals, during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, of the Company’s chairman, general manager, principal accounting officer, principal financial officer, chief internal auditor, and principal research and development officer: None.

4. Information on Fees to CPA

formation on Fees to CPA Fees to CPA
Name of
Accounting
Firm
Name of CPA Audit Period Remarks
KPMG
International
Wu Tsao-
Jen
Lin Wan-
Wan
2020.01-2020.12 None

Unit: NT$ thousands

Fees
classification
Range of amount
Fees
classification
Range of amount
Audit fee Non-audit
fee
Total
1 Less than NT$2,000,000 ˇ(Note)
2 NT$2,000,000 (inclusive) to
NT$4,000,000
ˇ
3 NT$4,000,000 (inclusive) to
NT$6,000,000
ˇ
4 NT$6,000,000 (inclusive) to
NT$8,000,000
5 NT$8,000,000 (inclusive) to
NT$10,000,000
6 NT$10,000,000(inclusive)or above
  • Note: non-audit fees were NT$800 in thousands, and included the following items:

  • (1) Review of transfer pricing; (2) Tax administrative appeal; (3) salary information checklist; (4) auditing the registered capital injection; (5) verification of direct tax deductions for business tax for concurrent businesspersons.

If the company has one of the following circumstances, the CPA expense shall be disclosed:

  • (1) If the non-audit fees paid to the CPA, the CPA's accounting firm and its affiliatedenterprises is more than one quarter of the audit fees, the amount of audit and non-audit fees and the content of non-audit services shall be disclosed:Not Applicable.

  • (2) If the accounting firm is changed and the audit fees paid in the year of the replacement is less than that of the previous year, the amounts of the audit fees before and after the replacement and the causes shall be disclosed: Not Applicable.

87

  • (3) If the audit fees were reduced more than 15% from that of the prior year, the reduction amount, percentage and reasons for the reduction of audit fees shall be disclosed: Not Applicable.

5. Replacement of CPA: Not Applicable.

  1. The Company’s Chairman, Chief Executive Officer, Chief Financial Officer, and managers in charge of its finance and accounting operations did not hold any positions in the Company’s independent auditing firm or its affiliates in the past year: None.

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

  3. (1) Changes in Shareholding of directors, supervisors, managers, and major shareholders

Unit: shares

shareholders Unit: shares Unit: shares
Title Name 2020 As of May7,2021
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Chairman Fu Hui-Tung 33,230
0

0

0
Director and
major
shareholder
Excelsior Group
Holdings Co., Ltd.
1,054,537
0

0

0
Juristic-person
director
representative
Excelsior Group
Holdings Co., Ltd.
Representative:Chen
Tun-Ling
38,639
0

0

0
Juristic-person
director
representative

Excelsior Group
Holdings Co., Ltd.
Representative:Kao
Shen
16,671
0

0

0
Director and
vice gerenal
manager
Wang Ming-Ting 15,636
0

0

0

Director
Hsieh Yen-Sheng 45,335
0

0

0
Director FuJo-Hsuan 100,000
0

0

0
Indepent
Director
Chan Tzu-Sheng 28
0

0

0
Indepent
Director
Chang Wu-I 0
0

0

0
Indepent
Director
Kuo Yu-Chia 0
0

0

0
Gerenal
Manager
Chang Ming-Cheng 103,891
0

0

0
CFO Chou Cheng-Hsiao 35,912
0

0

0
Major
shareholder
Excelsior Investment
Co., Ltd.
1,115,245
0

0

0

Note 1: Shareholders with more than 10% of the Company’s shares shall be listed as major shareholders.

  • (2) Information on equity transfer or equity pledge: None.

88

8. Information on Relationship between any of the Top Ten Shareholders

As of April 24,2021(Last Record Date)

Name Current
Shareholding
Current
Shareholding
Spouse’s/minor
’s
Shareholding
Spouse’s/minor
’s
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Name and Relationship Between the
Company’s Top Ten Shareholders, or
Spouses or Relatives Within Two
Degrees
Name and Relationship Between the
Company’s Top Ten Shareholders, or
Spouses or Relatives Within Two
Degrees
R
e
m
a
r
k
s
Shares % Shares % Shares % Name Relation
Excelsior
Investment Co.,
Ltd
DirectorFU JO-
HSUAN
15,773,454
100,000
11.18%

0.07%
0
0
0
0
0
0
0
0
1. Excelsior
Group
Holdings
Co., Ltd.
And Xuan
Hui
Investment
Co., Ltd.
2. Bestchain
Healthtaiw
an Co., Ltd
1.Excelsior
Group
Holdings
Co., Ltd.
2.Bestchain
Healthtaiwa
n Co., Ltd
3.Xuan Hui
Investment
Co.,Ltd.
1. Investment
company to
Excelsior Investment
Co. , Ltd. accounted
for using equity
method.
2. Investee of
Bestchain
Healthtaiwan Co.,
Ltd. accounted for
using equity
method.
1. Serves as a Director
of Excelsior Group
Holdings Co., Ltd.
2. Serves as a Director
of Bestchain
Healthtaiwan Co.,
Ltd.
3. Serves as a Director
of Xuan Hui
Investment Co.,Ltd.
Excelsior Group
Holdings Co., Ltd
DirectorFU HUI-
TUNG
14,914,833
469,993
10.57%
0.33%
0
1,645
0
0.00%
0
3,819,438
(Note 4)
0
2.71%
(Note 4)
1.Excelsior
Investment
Co., Ltd
2.Bestchain
Healthtaiw
an Co., Ltd
3.Xuan Hui
Investment
Co., Ltd.

1.Bestchain
Healthtaiwa
n Co., Ltd
2.Xuan Hui
Investment
Co.,Ltd.
1. Investee of Excelsior
Investment Co. ,
Ltd. accounted for
using equity
method.
2. Investee of
Bestchain
Healthtaiwan Co.,
Ltd. accounted for
using equity
method.
3. The same chairman
as that of Xuan Hui
Investment Co., Ltd.
1. Serves as a Director
of Bestchain
Healthtaiwan Co.,
Ltd.
2. Serves as Chairman
of Xuan Hui
Investment Co.,Ltd.
Bestchain
Healthtaiwan Co.,
Ltd
DirectorZHANG
XIAN-ZHENG
13,865,245
35,000
9.82%
0.02%
0
0
0
0
0
0
0
0
1. Excelsior
Group
Holdings
Co., Ltd.
And
Excelsior
Investment
Co., Ltd
2.Xuan Hui
Investment
Co., Ltd.
None
1. Investment
company to
Bestchain
Healthtaiwan Co.,
Ltd. accounted for
using equity
method.
2. Investment
company to
Bestchain
Healthtaiwan Co.,
Ltd. accounted for
using cost method.
None
Arich Ivestment
Co., Ltd.
DirectorCHANG
CHUN-JEN
4,200,000
533
2.98%
0.00%
0
10,729
0
0.01%
0
0
0
0
None
None
None
None
Xuan Hui
Investment Co.,
Ltd.
3,819,438 2.71% 0 0 0 0 1.Excelsior
Group
Holdings
Co., Ltd.
1. The same chairman
as that of Excelsior
Group Holdings
Co., Ltd.

89

Name Current
Shareholding
Current
Shareholding
Spouse’s/minor
’s
Shareholding
Spouse’s/minor
’s
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Name and Relationship Between the
Company’s Top Ten Shareholders, or
Spouses or Relatives Within Two
Degrees
Name and Relationship Between the
Company’s Top Ten Shareholders, or
Spouses or Relatives Within Two
Degrees
R
e
m
a
r
k
s
Shares % Shares % Shares % Name Relation
DirectorFU HUI-
TUNG
469,993 0.33% 1,645 0.00% 3,819,438
(Note 4)
2.71%
(Note 4)
2.Excelsior
Investment
Co., Ltd.
3.Bestchain
Healthtaiwa
n Co., Ltd.
1.Excelsior
Group
Holdings
Co., Ltd
2.Bestchain
Healthtaiwa
n Co.,Ltd
2. Investee of Excelsior
Investment Co. ,
Ltd. accounted for
using equity
method.
3. Investee of
Bestchain
Healthtaiwan Co.,
Ltd. accounted for
using cost method.
1. Serves as Chairman
of Excelsior Group
Holdings Co., Ltd.
2. Serves as a Director
of Bestchain
Healthtaiwan Co.,
Ltd.
LIN CHUN-YAO 1,465,000 1.04% 0 0 0 0 None None
City Bank
trusteeship of DFA
securities account
969,706 0.69% 0 0 0 0 None None
Taiwan Bank
trusteeship of ING
pension fund
securities account
796,301 0.56% 0 0 0 0 None None
HSIEH YEN-
SHENG
641,200 0.45% 184,372 0.13% 0 0 None None
TAIAN Insurance
company.
DirectorLI
SUNG-CHI
632,964
0
0.45%
0
0
0
0
0
0
0
0
0
None
None
None
None

Note 1: List out the top ten shareholders. For institutional shareholders, list out the names of the institutional shareholders and also the names of the representatives separately.

Note 2: The calculation of the proportion of shares in holding is based on the holding of shares by the person, spouse, children who are minors, or in the name of a third party.

Note 3: List out the shareholders who are institutions and natural persons, and disclose their relation in accordance with the Criteria for the Compilation of Financial statements by Securities Issuers. Note 4: Xuan Hui Investment Co., Ltd. holds 3,819,438 shares, with a shareholding ratio of 2.71%.

90

  1. The number of shares of the same invested company held by the Company, the Company's directors, supervisors, and executive officers, and the businesses controlled directly or indirectly by the Company, and the consolidated shareholding ratio.

Ownership of Shares in Affiliated Enterprises

March 31,2021/Unit: shares,% March 31,2021/Unit: shares,% March 31,2021/Unit: shares,% March 31,2021/Unit: shares,%
Affiliated
Enterprises
(Note 1)
Ownership by the
Company
Direct or Indirect
Ownership by
Directors/Supervisors/Ma
nagers
Total Ownership
Shares % Shares % Shares %
Jiate Excelsior Co., Ltd. 1,607,200
49.0%

0

0.0%

1,607,200

49.0%
Bestchain Healthtaiwan Co., Ltd 41,150,196
44.7%

20,008,017

21.7%

61,158,213

66.4%
Arich Enterprise Co., Ltd. 29,829,742
40.0%

2,187,762

2.9%

32,017,504

42.9%
Dynamic Medical Technologies
Inc.
11,550,425
38.5%

0

0.0%

11,550,425

38.5%
Excelsior Healthcare Co., Limited 39,411,623
100.0%

0

0.0%

39,411,623

100.0%
Bestsmile Co., Ltd. 1,150,874
98.0%

291

0.0%

1,151,165

98.0%
Visionfront Corporation 2,434,870
44.5%

35,750

0.6%

2,470,620

45.1%
Sunrise Health Care Company 2,085,547
24.0%

0

0.0%

2,085,547

24.0%
Excelsior Medical (HK) Co., Ltd. 53,154,741
64.4%

29,439,829

35.6%

82,594,570

100.0%
Excelsior Beauty Co., Ltd. 11,534,804
41.0%

15,154,496

53.9%

26,689,300

94.9%
Excelsior Asset Management Co.,
Ltd.
80,398,900
100.0%

0

0.0%

80,398,900

100.0%
Medifly Co., Ltd. 3,615,976
28.7%

0

0.0%

3,615,976

28.7%
Dynamic Medical Technologies
(HongKong)Ltd.
0
0.0%

79,021,783

100.0%

79,021,783

100.0%
Guangzhou Dynamic Inc. Note 2
0.0%

Note 2

100.0%

Note 2

100.0%
CYJ INTERNATIONAL
COMPANY LIMITED
0
0.0%

2,150,000

50.0%

2,150,000

50.0%
Medytox Taiwan Inc. 0
0.0%

1,800,000

40.0%

1,800,000

40.0%
EG Healthcare Inc. 0
0.0%

5,293,454

99.9%

5,293,454

99.9%
Excelsior Renal Service Co.,
Limited
0
0.0%

73,375,728

49.0%

73,375,728

49.0%
Excelsior Investment (Malaysia) 0
0.0%

5,395,436

100.0%

5,395,436

100.0%
Renal Laboratories Sdn. Bhd. 0
0.0%

16,773,586

70.0%

16,773,586

70.0%
Medi-Chem Systems Sdn. Bhd. 0
0.0%

350,000

70.0%

350,000

70.0%
Renal Management Sdn. Bhd 0
0.0%

200,000

100.0%

200,000

100.0%
Sino Excelsior Investment
Incorporation
Note 2
0.0%

Note 2

100.0%

Note 2

100.0%
Asia Best Healthcare Co., Ltd. 0
0.0%

352,254

51.3%

352,254

51.3%
CYJ International Taiwan Inc. 0
0.0%

9,792,000

80.0%

9,792,000

80.0%

Note 1: This table is based on the Company's investments accounted for using equity method. Note 2: The invested company has not issued shares, so there are no shares held.

91

. Capital Overview

92

1. Source of Capital

(1) Source of capital

Year
/Month
Issue
Price
Authorized capital stock Authorized capital stock Paid-in capital Paid-in capital Remarks Remarks Remarks
Shares Amount
(NT$ in
thousands)
Shares Amount
(NT$ in
thousands)
Source of Capital Capital
Increase by
Assets Other
than Cash
Other
1988.01
1990.04
1991.06
1993.11
1993.11
1997.02
1997.05
1998.07
2001.06
2002.07
2003.01
2003.01
2003.02
2003.06
2004.05
2004.09
2005.04
2005.09
2006.04
10
10
10
10
10
10
35
10
10
10
10
50
10
10
10
10
10
10
10
500,000
2,500,000
6,500,000
11,500,000
12,000,000
16,000,000
19,990,000
60,000,000
60,000,000
70,000,000
70,000,000
70,000,000
70,000,000
100,000,000
100,000,000
103,000,000
103,000,000
112,650,000
112,650,000
5,000
25,000
65,000
115,000
120,000
160,000
199,900
600,000
600,000
700,000
700,000
700,000
700,000
1,000,000
1,000,000
1,030,000
1,030,000
1,126,500
1,126,500
500,000
2,500,000
6,500,000
11,500,000
12,000,000
16,000,000
19,990,000
30,000,000
36,000,000
43,058,057
43,073,660
53,073,660
53,074,050
62,316,544
62,470,676
68,047,942
68,257,948
70,671,307
72,161,419
5,000
25,000
65,000
115,000
120,000
160,000
199,900
300,000
360,000
430,580
430,737
530,737
530,741
623,165
624,707
680,479
682,579
706,713
721,614
Capital atestablishment
Capital increase by cash
Capital increase by cash
Capital increase by cash
Capital increase by
earnings
Capital increase by cash
Capital increase by cash
Capital increase by cash
Capital increase by
earnings and shares
dividends
Capital increase by
earnings ,shares dividends
and conversion of
convertible bonds
Conversion of convertible
bonds
Capital increase by cash
Conversion price
adjustment and issuance
of additional shares
Capital increase by
earnings and shares
dividends
Conversion of convertible
bonds
Capital increase by
earnings and shares
dividends
Conversion of convertible
bonds
Capital increase by
earnings and shares
dividends
Conversion of convertible
bonds
None
None
None
None
None
None
None
None
None

None
None
None
None
None
None
None
None
None
None
1998.07.17(87),TCZ(1)
No. 59134
Convertible bonds of
NTD 4,000,000 were
converted into 64,834
ordinary shares.
Convertible bonds of
NTD 900,000 were
converted into 15,603
ordinary shares.
2002.11.29,TCZ(1)
No. 0910162126
Convertible bonds were
adjusted and issued into
more 390 ordinary
shares.
2003.04.17,TCZ(1)
No. 0920113020
Convertible bonds of
USD 200,000 were
converted into 154,132
ordinary shares.
2004.07.15, JGZYZ
No.0930131436
Convertible bonds of
USD 200,000 were
converted into 210,006
ordinary shares.
2005.07.26, JGZYZ
No. 0940128764
Convertible bonds of
USD 1,370,000 were
converted into 1,490,112
ordinaryshares.

93

Year
/Month
Issue
Price
Authorized capital stock Authorized capital stock Paid-in capital Paid-in capital Remarks Remarks Remarks
Shares Amount
(NT$ in
thousands)
Shares Amount
(NT$ in
thousands)
Source of Capital Capital
Increase by
Assets Other
than Cash
Other
2006.07
2006.08
2006.10
2007.01
2007.04
2007.10
2009.01
2009.10
2010.01
2010.04
2010.08
2010.10
2010.11
10
10
10
10
10
10
10
10
10
10
10
10
78
112,650,000
112,650,000
112,650,000
112,650,000
112,650,000
112,650,000
112,650,000
200,000,000
200,000,000
200,000,000
200,000,000
200,000,000
200,000,000
1,126,500
1,126,500
1,126,500
1,126,500
1,126,500
1,126,500
1,126,500
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
72,324,569
77,993,569
78,047,952
91,987,264
100,141,997
80,113,597
84,866,099
89,108,471
92,991,295
94,618,899
95,026,841
95,233,952
102,983,952
723,246
779,936
780,479
919,873
1,001,420
801,136
848,661
891,085
929,913
946,189
950,268
952,340
1,029,840
Conversion of convertible
bonds
Capital increase by
earnings and shares
dividends
Conversion of convertible
bonds
Conversion of convertible
bonds
Conversion of convertible
bonds
Capital reduction by cash
Issue new shares to acquire
ordinary shares of Arich
Conversion of convertible
bonds
Conversion of convertible
bonds
Conversion of convertible
bonds
Conversion of convertible
bonds
Conversion of convertible
bonds
Capital increase by cash
None
None
None
None
None
None
Stocks of
other
companies
None
None
None
None
None
None
Convertible bonds of
USD 150,000 were
converted into 163,150
ordinary shares.
2006.06.30, JGZYZ
No. 0950127700
Convertible bonds of
USD 50,000 were
converted into
54,383ordinary shares.
Convertible bonds of
USD 11,880,000 were
converted into
13,939,312ordinary
shares.
Convertible bonds of
USD 6,950,000 were
converted into
8,154,733ordinary
shares.
2007.10.29, JGZYZ
No. 0960052676
2008.12.22, JGZYZ
No. 0970067548
Convertible bonds of
NTD 207,200,000 were
converted into 4,242,372
ordinary shares.
Convertible bonds of
NTD 185,600,000 were
converted into 3,882,824
ordinary shares.
Convertible bonds of
NTD 77,800,000 were
converted into 1,627,604
ordinary shares.
Convertible bonds of
NTD 19,500,000 were
converted into 407,942
ordinary shares.
Convertible bonds of
NTD 9,900,000 were
converted into 207,111
ordinary shares.
2010.10.19, JGZFZ
No. 0990055485

94

Year
/Month
Issue
Price
Authorized capital stock Authorized capital stock Paid-in capital Paid-in capital Remarks Remarks Remarks
Shares Amount
(NT$ in
thousands)
Shares Amount
(NT$ in
thousands)
Source of Capital Capital
Increase by
Assets Other
than Cash
Other
2012.10
2014.10
2015.09
2016.01
10
10
10
10
200,000,000
200,000,000
200,000,000
200,000,000
2,000,000
2,000,000
2,000,000
2,000,000
113,252,348
112,952,348
120,452,348
121,780,560
1,132,523
1,129,523
1,204,523
1,217,806
Capital increase by
earnings
Cancelation of treasury
shares
Capital increase by cash
Conversion of convertible
bonds
None
None
None
None
2012.08.20, JGZFZ
No. 1010036655
2014.10.03, JSSZ
No. 10301207220
2015.06.16, JGZFZ
No. 1040021860
Convertible bonds of
NTD 52,200,000 were
converted into 1,328,212
ordinary shares.
2016.05
2016.08
2016.11
2017.03
2017.08
2018.02
2018.05
2018.07
2018.11
2020.01
10
10
10
10
10
10
10
10
10
10
200,000,000
200,000,000
200,000,000
200,000,000
200,000,000
200,000,000
200,000,000
200,000,000
200,000,000
200,000,000
2,000,000
2,000,000
2,000,000
2,000,000


2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
125,569,358
127,205,487
127,581,485
127,626,817


127,765,483
127,827,385
127,990,578
128,134,077
128,148,970
141,148,970
1,255,694
1,272,055
1,275,815
1,276,268

1,277,655
1,278,274
1,279,906
1,281,341
1,281,490
1,411,490
Conversion of convertible
bonds
Conversion of convertible
bonds
Conversion of convertible
bonds
Conversion of convertible
bonds


Conversion of convertible
bonds
Conversion of convertible
bonds
Conversion of convertible
bonds
Conversion of convertible
bonds
Conversion of convertible
bonds
Capital increase by cash
None
None
None
None
None
None
None
None
None
None
Convertible bonds of
NTD 148,900,000 were
converted into 3,788,798
ordinary shares.
Convertible bonds of
NTD 64,300,000 were
converted into 1,636,129
ordinary shares.
Convertible bonds of
NTD 14,100,000 were
converted into 375,998
ordinary shares.
Convertible bonds of
NTD 1,700,000 were
converted into 45,332
ordinary shares.
Convertible bonds of
NTD 5,200,000 were
converted into 138,666
ordinary shares.
Convertible bonds of
NTD 2,200,000 were
converted into 61,902
ordinary shares.
Convertible bonds of
NTD 5,800,000 were
converted into 163,193
ordinary shares.
Convertible bonds of
NTD 5,100,000 were
converted into 143,499
ordinary shares.
Convertible bonds of
NTD 500,000 were
converted into 14,893
ordinary shares.
2019.12.11, JGZFZ
No. 1080339288

95

April 24, 2021

(2) Type of stock

April 24,2021
Type of
Stock
Authorized Capital Remarks
Outstanding shares
(Note)
Unissued Shares Total Shares
Common
Stock
141,148,970 58,851,030 200,000,000

Note:Issued outstanding shares by the Company are publicly traded on TWSE.

(3) Shelf-registration None.

2. Shareholder Structure

Shareholder Structure Shareholder Structure
As of April 24,2021 Unit: shares.
Domestic
Natural
Persons
Foreign
Institutions
and Natural
Persons
Total

28,320
105
28,619
Item
Amount

Government
Agencies
Financial
Institutions
Other
Institutions
Domestic
Natural
Persons
Foreign
Institutions
and Natural
Persons
Number of
Shareholders
194
28,320

105
Shareholding
(shares)
59,490,289
73,200,748

8,457,933

141,148,970
Percentage (%) 42.14
51.86

6.00

100.00

96

3. Distribution of Share Ownership

Common Stock

As of April 24,2021 Unit: shares. As of April 24,2021 Unit: shares.
Class of Shareholding Number of
Shareholders
Number of Shares
Held

Shareholding
Percentage(%)
1

999
13,775
1,035,215

0.73
1,000

5,000
11,906
23,176,873

16.42
5,001

10,000
1,584
11,579,466

8.20
10,001

15,000
503
6,062,870

4.30
15,001

20,000
251
4,528,248

3.21
20,001

30,000
240
5,925,918

4.20
30,001

40,000
92
3,238,285

2.29
40,001

50,000
70
3,235,268

2.29
50,001

100,000
116
8,065,728

5.71
100,001

200,000
40
5,648,060

4.00
200,001

400,000
18
4,653,495

3.30
400,001

600,000
13
6,289,750

4.46
600,001

800,000
4
2,702,118

1.92
800,001

1,000,000
1
969,706

0.69
Over 1,000,001 6
54,037,970

38.28
Total 28,619
141,148,970

100.00

Note: Preferred Shares: None.

4. List of Major Shareholders

List all shareholders with a stake of 5 percent or greater, and all shareholders who rank in the top 10 in shareholding percentage, and specify the number of shares and stake held by each shareholder on the list.

As of April 24,2021 Unit: shares.

Shares
Name
Number of shares
held
Shareholding
percentage(%)
Excelsior Investment Co., Ltd. 15,773,454
11.18%
Excelsior Group Holdings Co., Ltd. 14,914,833
10.57%
Bestchain Healthtaiwan Co., Ltd. 13,865,245
9.82%
Arich Investment Co., Ltd. 4,200,000
2.98%
Xuan Hui Investment Co., Ltd. 3,819,438
2.71%
Lin,Jun-Yao 1,465,000
1.04%
CityBank trusteeshipof DFA securities account 969,706
0.69%
Taiwan Bank trusteeship of ING pension fund
securities account
796,301
0.56%
Hsieh Yen-Sheng 641,200
0.45%
Taian Insurance Co.,Ltd. 632,964
0.45%

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5. Market Prices, Net Worth, Earnings and Dividends Per Share

Unit: NT$

Unit: NT$
Item Year
2019
2020 As of May 7,
2021(Note 6)
Market
Price per
Share
Highest 55.80
63.80

59.50
Lowest 45.85
46.00

54.30
Average 51.04
55.68

56.88
Net Worth
per Share
Before Distribution 54.21
53.78

51.11
After Distribution 50.57
50.28(Note 1)
(Note 2)
Earnings
per Share
Weighted Average Shares
(thousand shares)
128,149
140,652

141,149
Earnings
Per
Share

Before Adjustment
4.02
4.06

0.93
After Adjustment 4.02
4.06(Note 1)

(Note 2)
Dividends
per Share
Cash Dividends 3.3
3.5

(Note 2)
Stock
dividends
Dividends from
Retained Earnings

0

0

(Note 2)


Dividends from
Capital Surplus
0
0

(Note 2)
Accumulated Undistributed
Dividends
0
0

0
Return on
Investment
Analysis
Price / Earning Ratio
Note 3
12.70
13.71

(Note 2)
Price / Dividend Ratio
Note 4
15.47
15.91

(Note 2)
Cash Dividend yield rate
(%)(Note 5
6.47
6.29(Note 1)

(Note 2)

Note 1 This dividend proposal has been approved by the Board of Diretors on March 12, 2021. Note 2 The earnings had not yet been finalized.

Note 3 Price / Earning Ratio = Average closing price per price / Earnings per Share Note 4 Price / Dividend Ratio = Average closing price per price / Cash dividend per Share Note 5 Cash Dividend yield rate = Cash dividends per share / Average closing price per price Note 6 Listed net worth per share and earnings per share are according to the report review

by CPA in the lastest quarter of the date of the publication of this annual report. Other columns show information for the current year as of the date publication of the annual report.

6. Dividend Policy and Implementation Status

(1) Dividend policy

According to Article 26 of the company’s Articles of Incorporation, The dividend policy as follows:

The Company sets up its dividend policy in conjunction with its current and future development plan and by taking the investment environment, capital requirements and local and foreign competition status into account, whereas the Company also concurrently considers shareholders’ interests. The annual dividend payable to shareholders from the cumulative distributable surplus shall be not less than 20% of current year after-tax profit. The shareholder dividend and bonus can be distributed by either cash or stock, in which the cash dividend shall be no less than 20% of the total dividend amount.

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(2) Proposed distribution of dividend

Item
Year
Cash dividends Stock dividends
2016 2.49728671 None
2017 2.79329813 None
2018 3.0000 None
2019 3.3000 None
2020(Note) 3.5000 None

Note: This dividend proposal has been approved by the Board of Diretors on March 12, 2021.

  • (3) The material change in the expected dividend policy: None.

7. Impact of the Proposed Stock Dividends in Shareholders Meeting on Business Performances and EPS

Not applicable.

8. Employee Compensation and Directors’ Remuneration

  • (1) Scope of employee compensation and directors’ remuneration referred to in the Articles of Incorporation:

The Company should contribute no less than 1% of the profit as employee compensation and no higher than 5% as directors' remuneration when there is profit for the year. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficits.

The preceding employee compensation shall be distributed by stock or cash, and the recipients shall cover the employees of subordinate companies the terms set up by the Board of Diretors. The preceding directors’ remuneration shall be paid in cash only.

  • Both the employee compensation and directors’ remuneration should be

  • approved by the Board of Directors and reported during the shareholders' meeting.

  • (2) The basis for estimating the remuneration to employees and directors for calculating the number of shares to be distributed as remuneration to employees, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period:

As adopted by the Company’s Board of Directors on March 12, 2021, 5% of the Company’s 2020 profits in an amount of NT$36,378,877, shall be distributed to employees as their compensation, whereas 2.5% of the profits in an amount of NT$18,189,439 shall be distributed to directors as their remuneration. The preceding amounts shall be distributed in cash.

If the amount of the annual individual financial report is still changed after the date of publication, there is a difference between the actual allotment amount and the estimated amount, it is classified as the profit and loss of the following year.

99

(3) Distribution of compensation approved by the Board of Directors

The 2020 Distribution report of employees’ compensations and directors remuneration approved by the Company’s Board of Directors on March 12, 2021. Approved appropriations were as follows:

A.The bonusus to em lo ees and remuneration to Directors p y

Item Amount(NT$thousands)
Directors’ Remuneration 18,189
Employee Compensation in Cash 36,379
Employee Compensation in Stock None

The aforementioned amounts of employees compensations and directors’ remuneration approved by the Company’s Board of Directors are totally the same with that accured expenses in the 2020 financial Statements.

  • B. Ratio of recommended employee stock bonus to capitalization of earnings: Not applicable.

  • (4) Information for employee compensation and directors’ remuneration in previous fiscal year:

On March 12, 2020, the Board of Directors of Company approved of employees’ and Directors’ compensations in 2019 of NT$32,365 in thousands and NT$16,183 in thousands respectively. There is no difference between the amounts recognized in the 2019 individual financial statements.

9. Buyback of Treasury Stocks:

None.

10. Issuance of Corporate Bonds:

None.

  • 11.Issuance of preferred shares, global depositary receipts (GDR), employee stock option and employee restricted stock:

None.

  • 12.Issuance of New Shares Acquisition or Exchange of other Companys’ Shares

None.

13. Status of Capital Utilization Plan

(1) Finance plans:

For the period as of the quarter perceding the date of publication of the annual report, with respect to each uncompleted public issue or private placement of securities, and to such issues and placements that were completed in the most recent 3 years but have not yet fully yieded the planned benefits, the annual report shall provide a detailed description of the plan for each such public issue and private placement: Not applicable.

  • (2) Implementation Plans: Not applicable.

100

. Business Overview

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1. Business Scope

  • (1) Major business scope

  • A.The Group’s primary business content

The Group operates in the following businesses:

  • a. Sales, repair and maintenance, lease of medical devices and medical management consultancy.

  • b. Sales of healthcare home appliances.

  • c. Sales, lease and maintenance of aesthetic medical devices, sales of body shaping devices, aesthetic consumables, and hair care products.

  • d. Sales, promotions, distribution and logistics services of medicine.

  • B.Percentage of sales revenue

Percentage of sales revenue Percentage of sales revenue Percentage of sales revenue
Unit: NT$thousands
Major Product Categories 2020 Percentage of
Sales Revenue
Surgical consumables 1,475,340
22.10%
Dialyzers, blood tubing set and
A.V. fistula needles
1,078,300
16.15%
Medicine 1,108,333
16.60%
Erythropoietin (EPO),
concentrated solution andpowders
884,909
13.26%
Aesthetic consumables and spare
parts
565,161
8.47%
Aesthetic medical devices 234,959
3.52%
Home appliances 119,381
1.79%
Medical devices 125,487
1.88%
Blood bags ,wound and ostomy
products
178,281
2.67%
Others 905,343
13.56%
Total 6,675,494
100.00%

C.Current products and services

  • a. Dialyzers

  • b. Blood tubing set and A.V. fistula needles

  • c. Hemodialysis concentrated solution and powders and normal saline

  • d. Disinfectant for hemodialysis machine

  • e. Hemodialysis machine and RO central system

  • f. Erythropoietin (EPO) and anticoagulant etc.

  • g. Healthcare home appliances including air purifiers

  • h. Blood bags and related products

  • i. Wound and ostomy products

  • j. Agency sales of surgical products and consumables

  • k. Plasmapheresis machine

  • l. Self-pay medicine related to hemodialysis patients

  • m.Aesthetic medical devices

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  • n. Aesthetic consumables

  • o. Aesthetic dermal fillers

  • p. Skin and body imaging systems

  • q. Body shaping devices

  • r. Gynecological energy-based devices

  • s. Maintenance of aesthetic medical devices

  • t. Aesthetic clinic management consultancy

  • u. Hair care and body shaping services

  • v. Anti-aging cosmeceuticals

  • w. Sales and promotions of medicine related to OB/GYN, family medicine, urology, dermatology, ophthalmology, and psychiatry

  • x. Sales and promotions of medicine related to hair growth, digestive system, quit smoking, and ginkgo

  • y. Sales and promotions of oral hygiene, daily consumer products and beauty products

  • z. Comprehensive integrated distribution services including customer service, tender/bidding, information flow, cash flow and logistics

D. New products (services) to be developed

  • a. Medical consumables and devices related to wound caring

  • b. Medical consumables and devices related to blood banks

  • c. New home appliances products of own brand “ULTRACLEAN”

  • d. Agency and distribution of products from foreign renowned home appliances brands

  • e. New hemodialysis consumables products of own brand “FASFLO”

  • f. Sales of products and services related to hair growth and hair care products

  • g. Vaginal rejuvenation treatments

  • h. Skin care products

  • i. Develop in-house licensed prescription/non-prescription drugs

  • j. R&D of daily health consumer products

  • k. Develop new pharmaceutical distribution and logistics business

  • l. Agency and distribution of medical products from foreign renowned brands

(2) Industry overview

  • A.Current status and development of the industry

Medical device sector

The Company is a comprehensive medical devices and comsumables provider. Our major businesses include trading of medical products used in hemodialysis treatment, surgeries and diagnosis, air purifiers, blood bags, and wound and ostomy products. Below is a summary of the domestic medical device industry and the hemodialysis industry that is the Company’s major products:

a. Overview and development in the medical device industry

Medical devices can broadly mean various products, and in the boundaries defined by Industrial Technology Research Institute’s Industrial Economics & Knowledge Center (IEK), could encompass diagnostic and monitoring devices, assistive and repair devices, surgical and treatment devices, in vitro diagnostic

103

devices (IVD), and other relevant medical products. Technologies involved in manufacturing medical devices include electronics, electrical engineering, biotechnology, biochemistry, medical engineering, measurement and chemical engineering. In addition, research and development (R&D) require extensive time, and product assurance and clinical testing are also required, creating high barrier to entry. In terms of the market, the medical device industry is significantly influenced by government policies; and in particular, policies on health insurance benefits will directly impact the market demand. Hence, the demand for medical devices mostly comes from regions with developed countries such as North America, Europe, and Japan. Additionally, since safety specification requirements and medical insurance benefit systems also vary from country to country, market penetration is very difficult. Nevertheless, after a product has been introduced to the market, thanks to patent and certification protection and the longer product life cycle, profits can be higher compared to other industries.

b. Overview and development in the hemodialysis industry

Hemodialysis, or more commonly known as kidney dialysis in Taiwan, is a critical life-supporting treatment for patients with chronic kidney disease. When a terminally ill kidney disease patient fails to filter wastes and water from his/her body due to gradual or complete loss of kidney functions, the patient would have to rely on hemodialysis machine to pump blood out to expose the wastes and excess to the dialysate through the hemodialysis machine. This process cleanses the blood and removes water to reduce symptoms of toxin overload. It is common for patients to receive three times of hemodialysis treatment in every week.

The first hemodialysis treatment in Taiwan began in 1963. Early the cost of hemodialysis machines was high, leading to staggering medical expenses. And the social insurance system was not yet complete; therefore, this high-tech medical treatment was not accessible to most of the unfortunate end-stage renal failure patients. Starting from 1984, the qualification for hemodialysis under labor insurance scheme gradually eased and hemodialysis treatment became increasingly common in Taiwan. The number of hemodialysis treatment patients rapidly grew, and according to statistics from the National Kidney Foundation R.O.C., as of the fourth quarter (Q4) in 2020, the cumulative number of patients receiving hemodialysis and peritoneal dialysis in Taiwan had reached more than 92,000 persons, and the demand for the hemodialysis market continues to grow. Benefiting from the gradual introduction of social insurance schemes including public employee insurance, labor insurance, and the National Health Insurance system that commenced in 1995, the medical expenses associated with hemodialysis for end-stage renal failure patients were greatly reduced, allowing them to receive long-term hemodialysis treatment. Taiwan’s hemodialysis market is gradually prospering; as the technology and quality of hemodialysis both become more mature, the survival rates of patients are also increasing accordingly. In addition, entities in hemodialysis treatment as well as the number of hemodialysis machines are also continuing to grow. The hemodialysis industry in Taiwan began to learn the operations and management style over hemodialysis centers from developed nations. In order

104

to enhance operational effectiveness and patient satisfaction for treatment, in addition to supplying the hardware facilities of hemodialysis centers, comprehensive medical device providers also began to provide softwares including personnel training, cost analysis, and medical quality analysis and more. Additionally, in recent years, certain end-stage renal failure patients are also opting for peritoneal dialysis treatment. Nevertheless, after a few years of receiving peritoneal dialysis treatment, most peritoneal dialysis patients still need to switch over to hemodialysis treatment to extend their lives.

Aesthetic medical sector

Thanks to the development of technology, many more effective aesthetic medical devices with little downtime are launching. In addition, with the increase of aging population and acceptance of advanced aesthetic medical treatments from the public, the global aesthetic medical industry remains a booming industry. The demand from the Taiwanese aesthetic medical market comes from the pursuit of the latest technology and non-invasive treatment. The popularization and transparency of aesthetic medical information has led consumers to pay attention to the safety and cost performance ratio of the aesthetic medical treatments.

However, the COVID-19 epidemic in 2020 had a great impact on the global aesthetic medical supply chain, including upstream suppliers and downstream end-consumers. The global aesthetic medical market is dominated by European and American principals. However, these areas are where COVID-19 spread out seriously. In that case, the manufacture and exportation of aesthetic devices or spare parts are all delay. On the other hand, end-consumers also defer their aesthetic treatments.

Pharmaceutical sales and distribution and logistics sector

The Group is a pharmaceutical channel distributor and most of our businesses concern the sales, promotions, and distribution logistics services of pharmaceutical products in Taiwan. In terms of pharmaceutical sales and promotions, we mostly sale pharmaceutical products to medical institutions, clinics, pharmacies, chain drugstores and hypermarkets based on the individual needs of such institutions. In terms of distribution logistics, besides providing warehousing and shipping of medicine that comply with applicable pharmaceutical regulations, we also provide well-rounded services including customer services, acting for pharmaceutical principals to tender hospital offers, information flow, cash flow, and logistics services. The following is a description of the market overview of the Company’s industry:

a. Pharmaceutical sales and distribution logistics

As the coverage of national health insurance (NHI) in Taiwan has nearly reached 100% and approximately a quarter of NHI’s total expenditures covers medicine, the National Health Insurance Administration has in effect become the biggest buyer of prescription drugs in Taiwan. Statistics from IMS Health indicated that, most of the revenues from Taiwan’s pharmaceutical market came from hospitals, clinics, and pharmacies. In recent years, the National Health Insurance Administration (NHIA) has been actively launching the “2nd

105

Generation NHI”, by encouraging hospitals to transfer patients to clinics and to release chronic illness prescription refill slip. In addition, due to pressures from financial loss, the NHIA has also been encouraging the public to practice selfpay for minor ailments. In 2019, the hierarchy of medical care will be implemented, in which 2% of the patients will be transferred to clinics so that clinics could acquire more patients. Nevertheless, the clinics could potentially lose the patients, if patients are switched from brand-name drugs at hospitals to locally-produced generic drugs at the clinics. Since clinics do not have restrictions on the number of medicine they could carry, doctors could be asked to prescribe both brand and generic drugs of the same ingredients, so that the market shares of both clinics and pharmacies could both grow in the future.

Though Taiwan’s pharmaceutical market continues to grow, but as the prices of NHI medicine continue to be reduced in each year, major global pharmaceutical principals have continued to outsource their sales and promotions and distribution logistics in consideration of costs and maintaining profit margins. To target the increasingly active global pharmaceutical market, and seeing that the international market has extended the quality management of medicine from manufacturing processes to logistics and distribution, the Ministry of Health and Welfare in Taiwan has also emphasized on the reinforced control over medicine distribution and logistics. A phased GDP compliance inspection has commenced since July 1, 2016, and subjects of which include manufacturers of modern medicine in Taiwan, logistics service providers that label and package modern medicine, and pharmaceutical retailers that hold medicine licenses. In particular, inspections for those with elevated risks, such as businesses with licenses for cold chain medicine and restricted medicine will be prioritized.

b. Industry development

The global pharmaceutical market was approximately valued at US$1.4 trillion in 2020. Data from The Industrial Economics & Knowledge Center (IEK) from the Industrial Technology Research Institute (ITRI) indicated that due to new medicine launch and market needs, the market will grow steadily at a compound annual growth rate (CAGR) of 7.2% from 2021 to 2026, and is expected to reach US$1.8 trillion by 2025. In 2019, the top 10 pharmaceutical markets account for 70% of the market share, and the ranking of such markets have largely remain unchanged. The largest five continue to be the US, China, Japan, Germany, and UK. In terms of CAGR over the next five years, the US market is expected to be 3.2%, China approximately 9.3%, Japan 2.6%, and UK dominating over the other five nations in Western Europe at 4.4% and the others between 2.1% to 2.8%. Brazil is expected to reach 4% and Canada at around 2.6%. In terms of treatment field, the market is still headed by cancer treatment in 2019, followed by diabetes and respiratory diseases. Rapidly growing fields from 2019 to 2023 are diabetes and anticoagulants, followed by cancer, autoimmunity, and immune diseases. From the field of clinical trial products, cancer, central nervous system, and cardiovascular are the top three respectively.

106

B.Correlations throughout the industry chain

Medical device sector

  • a. As an integrated medical and healthcare channel provider, the Company’s primary operations are carried out using an “integrated resources” model to provide various services to customers on top of healthcare products. The Company also serves as a healthcare management consultant to medical institutions, and has established a healthcare-related channel system using a “healthcare management” model. The correlations throughout this channel system is shown in the following diagram:

==> picture [298 x 172] intentionally omitted <==

  • b. Health-related products that the Company sells are available at famous department stores throughout Taiwan, in addition to a tight network including chain electronic stores, hypermarkets, medical supplies shops, and blood centers. Product marketing is described as the following:

==> picture [435 x 191] intentionally omitted <==

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

Foreign Manufacturers
Distributors
department chain electronic medical
hypermarkets blood centers
stores stores supplies shops
Consumers
----- End of picture text -----

107

Aesthetic medical sector

Most of the energy-based aesthetic devices and dermal fillers in the aesthetic medical industry are developed by European and the American manufacturers. However, in recent years, Korean companies have begun to produce similar aesthetic medical products by imitating European and American companies, and won market share through offering lower prices. The aesthetic medical market has therefore been divided into high-end and low-priced market segmentations.

The following lists the upper, middle and lower reaches of the industry:

The relationship between the upper, middle and lower reaches of aesthetic devices and dermal fillers

==> picture [248 x 179] intentionally omitted <==

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

Foreign and domestic manufacturers
Agents /distributors
Aesthetic medical
Hospitals scales
centers
Consumers
----- End of picture text -----

Pharmaceutical sales and distribution and logistics sector

The industry structure of Taiwan’s pharmaceutical market can be divided into upstream suppliers (medicine permit holders) such as local or foreign pharmaceutical pricipals or agents, midstream distributors or logistics providers, and downstream medical institutions. The Group is a pharmaceutical sales and distribution and logistics provider, which is in the midstream of the industry.

In terms of medicine sales and promotions, the pharmaceutical channel distributors will directly sell various pharmaceutical products based on the demand from medical institutions. Key operations include raising the image of pharmaceutical products, providing professional education related to treatment, disseminating the clinical use, effects, side effects and other clinical matters related to the medicine, organizing medical conferences and other promotional activities, and effectively and efficiently delivering various medicine from thousands of suppliers to distribution points located throughout Taiwan.

From the pharmaceutical channel distributors’ standpoint, there may be pharmaceutical manufacturers who provide distribution and logistics services, but since medical institutions ranging from hospitals, clinics, to pharmacies, have very diverse demands (for instance, mid to large-scale hospitals usually procure medicine through tender, demand from clinics vary from department to department, while pharmacies usually have sparse medicine needs), these services are usually provided to areas close to their sites of operation. Since pharmaceutical manufactures need to focus on R&D, manufacturing, and marketing of

108

pharmaceutical products, they cannot cater to individual demands from all medical institutions. Therefore, pharmaceutical channel distributors provide comprehensively-planned services ranging from inventory management, valueadded processing, logistics and delivery, customer complaint, and transportation and shipping within Taiwan. Pharmaceutical channel distributors are critical in supporting pharmaceutical manufacturers in selling their medicine to various medical institutions.

For the pharmaceutical manufacturers, collaborating with channel distributors can enhance the supply chain’s efficiency, thereby allowing them to focus on the R&D, manufacturing, and marketing of pharmaceutical products. Alternatively, by having medical institutions dealing with channel distributors and setting them as suppliers, the pharmaceutical supply can be more stabilized and helps medical institutions to save more on costs. This industry structure helps to integrate various channels, and links the resources throughout the supply chain, thereby helping each end of the industry to achieve optimized cost management.

The relationship between the upper, middle and lower reaches of pharmaceutical market

==> picture [402 x 352] intentionally omitted <==

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

Foreign Domestic
pharmaceutical pharmaceutical Import agent
principal principal
Distribution
and logistics
provider
Hospital Clinic Pharmacy Other sales
channels
Patients
or
Consumers
----- End of picture text -----

109

C. Products development trends

Medical device sector

a. Hemodialysis Products

The soaring material prices around the world have led to significant cost increase in imported consumables. With the exception of hemodialysis machines and dialyzers, most of the consumables can be made in Taiwan without relying on imports. However, the medical and healthcare industry still favor imported products. Therefore, we have opted for OEM from overseas suppliers for our own brand, and collaborated with locally produced sales package in marketing our products to achieve a competitive edge.

b. Surgical consumables and devices

As surgical treatments around the world advance toward minimally invasive surgeries, thereby reducing surgical treatment wounds and decreasing patients’ recovery time, agent for Covidien, which we sell and include surgical consumables ranging from surgical suture, auto suture, endoscopic surgical instruments, energy-based devices, radiofrequency ablation therapeutic devices, bipolar electrosurgical devices (Ligasure), to cordless ultrasonic dissection devices (Sonicision), is expected to continue to grow.

c. Healthcare home appliances products

As various pollutants exist in people’s day-to-day lives, ranging from secondhand smoke, industrial, to car exhaust, making people more prone to including allergies and respiratory diseases, the Company has launched our own “ULTRACLEAN” brand products, and is committed to advocate for using air purifiers along with air circulators, and have launched a line of trendy products that perfectly match home aesthetics, so that consumers can simultaneously enjoy both health and quality of life.

Aesthetic medical sector

a. Aesthetic medical devices

According to Medical Insight’s 2020 Asia-Pacific Aesthetic Market Study, total Asia-Pacific sales of all aesthetic products reached nearly $2.6 billion in 2018 and are expected to increase by 10% annual growth rate from 2019 to 2023. Those show some of the most stable growth among Asia-Pacific markets compare to other areas.

The most popular aesthetic treatments in the Asia-Pacific market are dermatological treatments, including facial and body rejuvenation, pigmentations and vein treatments, and skin tightening treatments. Among all treatment options, non-invasive aesthetic treatments remain the top choice for consumers.

Aesthetic medical products that the Group sells include three major areas, namely, energy-based aesthetic devices, body shaping and skin tightening, and dermal fillers. In line with global market trends, the indications of aesthetic products have also been expanded to cover rejuvenation, skin whitening, scar removal, wrinkle treatment, to treating sagging skin at the same time, we have also sell body shaping devices such as LPG and cryolipolysis and continue to lead market trends and to provide diverse, quality services to customers.

110

b. Dermal fillers

As the public’s demand and acceptance for minimally-invasive treatments grow, dermal fillers have become the fastest growing area in aesthetic medical treatments. According to Medical Insight’s 2021 analysis reports on the global dermal fillers market study, the total global market for all fillers (excluding cosmetic neurotoxins) approached USD$3 billion in 2019. The dermal fillers market is expected to have an annual growth rate of 8.4% from 2019 to 2024, and its total sales are expected to reach US$4.5 billion by 2024.

Pharmaceutical sales and distribution and logistics sector

a. Pharmaceutical sales and promotions

With the emphasis on national health education and access to medical information, the general public has become more aware of self-medication. The non-prescription drugs market (e.g. comprehensive cold medicine, pain relief, hair growth products, quit smoking, deep scalp treatment, stomach medicine and antacids, skin creams, circulation supplements, eye drops etc.) has shown high levels of growth in each year. In the future, as the NHI’s budget narrows and the government encourages the public to practice self-medication, the ratio of non-prescription drugs expenses will continue to show significant growth.

  • b. Pharmaceutical distribution and logistics

To ensure the public’s safety and quality in medicine use, the pharmaceutical distribution and logistics industry is highly professional and concentrated. On top of building vast and complex pharmaceutical logistics supply chain system to understand the demands from downstream domestic medical channels and changes in upstream pharmaceutical suppliers, all distribution and logistics companies also need to receive permits, including the PIC/S GMP GDP from Ministry of Health and Welfare, international ISO certification, and pass rigorous audits from pharmaceutical principals.

D. Product market competition

Medical device sector

a. Hemodialysis Products

As the hemodialysis is a mature industry, competition is intense both at home and abroad. The Company has achieved a competitive edge since we have acquired sales channels and adopted diversified agency or distributor strategies. Major products are separately described in the following:

(a)Dialyzers: the Company is an agent distributor for mostly AsahiKasei and FMC. Besides marketing the own brand Fasflo dialyzers, manufactured by AsahiKasei, we also sell numerous other brands in the market.

  • (b)Hemodialysis machine: we focus on Japanese-based Nikkiso brand, and we have also strengthened our market competitiveness by acquiring the FMC brand machine from our partner Fresenius.

  • (c)Blood tubing set and A.V. fistula needles: mostly focused on supplying the market and creating market segmentation by outsourcing the own brand Fasflo manufactured by JMS in Japan and Sunder Biomedical in Taiwan.

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  • (d)Dialysates, powders and normal saline: besides selling the imported Medivators brand from US, we have also created own brand Renabio and outsourced (OEM) to a renowned pharmaceutical manufacturer in Taiwan to reduce costs to expand the market, and achieve more effectiveness.

  • (e)Erythropoietin (EPO): competition is divided between long-term and shortterm EPO, and the Company is presently an agent for Kyowa Kirin longterm product. The comprehensive product line makes it more competitive than the others.

  • b. Surgical consumables and devices

  • (a)Outstanding cooperation with Covidien has prompted us to scale the market, and Covidien provides a comprehensive range of surgical consumables ranging from surgical suture, auto suture, endoscopic surgical instruments, energy-based devices, radiofrequency ablation therapeutic devices, bipolar electrosurgical devices (Ligasure), to cordless ultrasonic dissection devices (Sonicision).

  • (b)Blood bags: we sell Japan’s JMS brand and supply blood bags to blood centers throughout Taiwan and certain biotech companies for storing cord blood, approximately 40% of the market share.

  • (c)Wound and ostomy: we sell Hollister brand and supply wound and ostomy medical products to surgical patients in various hospitals around Taiwan.

  • c. Healthcare home appliances products

  • Launched a new line of ULTRACLEAN “Cubic Air” air purifiers, as well as own-brand products. To strengthen the competitive strength from product diversification, we also sell Japan’s Doshisa ,Recolte, Toffy, and Sweden’s Electrolux.

Aesthetic medical sector

  • a. Aesthetic medical devices

Most of Taiwan's aesthetic medical devices are imported from overseas manufacturers. Most of the imports came from leading aesthetic laser brands from Europe and the USA. In recent years certain Korean and Chinese manufactured devices have also been imported to the Taiwan market, aiming lower-middle market segmentation. This situation has led to the end-user treatment price chaos, so we need to enhance consumers’ awareness of brand, quality, legally-imported products, and safety in order to maintain the highquality of Taiwan aesthetic medicial market.

The Group sells advanced machinery mostly that have received FDA approval. Besides selling the highly lauded and market-leading Ulthera HIFU device, the popular Picoway picosecond laser will also launch new handpiece and wavelengths in the second quarter of 2021, thereby injecting new sales drivers for the picosecond laser market. In addition, having received the first medical device (Dyanmis SP laser system) permit with the indication of “light to medium degree stress urinary incontinence” in Taiwan in 2018, its outstanding treatment effect has already built much reputation in the market and has been highly approved of and beloved by various medical centers. Furthermore, the reputable vascular laser "Vbeam" launched a new model

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“Prima” in 2020. Its convenient operation and dual-wavelength features greatly improve the patient’s comfortability during treatment, will drive the vascular laser market in Taiwan and enhance treatment quality.

b. Dermal fillers

Major players in the global dermal filler industry include Allergan, Galderma, and MerzAesthetics, while Taiwan’s major player is SciVision Biotech Inc. (products: hyaluronic acid fillers). In addition, the cosmetic surgery-grade collagen filler produced by Sunmax Biotechnology Co., Ltd., indicating that Taiwan’s R&D capability for certain dermal fillers are on par with international level. In addition, since collagen stimulators (more commonly known as “baby face shots” in Taiwan) are more naturalistic antiaging treatments, they have come to be much loved by end-users in recent years. Products in this category currently launched in the Taiwanese market include Sculptra , Ellanse and AestheFill (products launched in the second quarter of 2020). Currently, the aesthetic dermal filler market is still growing. The Group adopts an integrated marketing strategy for dermal fillers and aesthetic medical devices, thereby expanding the overall market demand and provides more choices for the aesthetic medical market.

In terms of hyaluronic acid fillers, the Group distributes two brands, “Hyadermis” and “Animers”. After dedicating development and operation, the Group’s sales for Hyadermis hyaluronic acid fillers has become an important brand in Taiwan’s aesthetic medical consumables in recent years through its “shaping” and “long lasting” product characteristics. “Animers” is a new geltype hyaluronic acid fillers with the features of “smooth injection feeling” and “soft skin touch”. These two brands are complementary and can help us to provide consumers with various choices.

In terms of collagen generation fillers, the Group distributes “AestheFill” brand. AestheFill is a dermal filler with a new form of stimulation to proliferate from body collagen (known as Sculptra/Ellanse on the market), which can safely and naturally stimulate the regeneration and newborn of body collagen. The biggest difference with hyaluronic acid fillers is that such product characteristics emphasizes natural growth and long-term effect rather than immediate sculpting. It is suitable for consumers who would like to go back to youth naturally and has the characteristic of market differentiation.

Pharmaceutical sales and distribution and logistics sector

a. Industry competitors

(a)Pharmaceutical sales and promotions

Since there are many different types of medicine, each requiring different sales knowledge and vastly different channels, industry competitors have each sought for different niches. The similarities between different competitors are low, and likelihood of complete substitution is also low. Nevertheless, there are over 10,000 types of NHI-benefit medicine and over 1,000 industry competitors in Taiwan. Competitors are many and each with distinct selling points. There is no market monopoly or oligopoly; therefore, the in-depth knowledge and professionalism in a single department has become a key factor to stand out among competition.

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(b)Pharmaceutical distribution and logistics services

Since the targets of medicine sales are doctors/physicians at hospitals or clinics and pharmacists, the level of professionalism required and the hours of training for its sales reps are much higher than that of general industries. This is because medicine have patents, professionalism, and exclusive channels. Since the Company has long-term, stable professional training program, our employees are highly qualified and cohesive, we have a relatively high competitive edge. In case other companies wish to expand to this industry, besides acquiring distribution/agency from pharmaceutical principals, they will also need to recruit talented and experienced personnel and team. Therefore, this industry is relatively difficult to enter.

b. Potential market entrants

(a)Pharmaceutical sales and promotions

Since the pharmaceutical logistics and warehousing environment and channels experience require extremely high entry barriers, operating an international pharmaceutical management and channel service requires significant capital investments in order to build top-notch information technology facilities and automated equipment, to recruit and train professional personnel, and to continuously provide on-the-job employee training concerning local and foreign laws and quality management. As such, currently, the pharmaceutical logistics channel industry in Taiwan is concentrated and oligopoly exists in the market. In addition, to respond to demands from different medicine suppliers, diverse service systems and characteristics have been devised by different distributors. Substitution is low, and distribution and logistics companies need to form tight partnerships with pharmaceutical principals to be able to provide quality supply chain services.

(b)Pharmaceutical distribution and logistics services

To confirm applicable permits, including the PIC/S GMP GDP from Ministry of Health and Welfare, international ISO certification, and pass audits from a rigorous pharmaceutical principals, pharmaceutical distribution and logistics center needs to build adequate warehousing space for medicine storage and to flexibly adjust in line with market sales. This will allow them to make timely deliveries to the patients in medical institutions, clinics, and pharmacies. Furthermore, pharmaceutical distribution and logistics services also include integrations of participation in tendering processes at hospitals, price negotiation, low-temperature control, clinical and experimental medicine management, restricted medicine management, information flow, cash flow, logistics, and intelligence process flows. Therefore, it is difficult for the general provider to cross over to this industry without sufficient related experiences and economies of scale.

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(3) Technology and R&D overview

Medical device sector

Though the Company is not a manufacturer, we separately plan R&D strategies based on products with National Health Insurance (NHI) coverage benefits and those without. Fields and businesses that are covered by NHI will plan and adjust future products based on the conditions and status of National Health Insurance Administration’s insurance benefit policy. In terms of the self-pay medical market, we maintain positive interactions with international companies and actively introduce and market the latest medical devices.

Aesthetic medical sector

Though the Group is not a manufacturer, we do have several educators and product specialists who are dedicated to developing product strategies and providing technical guidance. In addition, operational assistants are also available to help clients to increase the use of consumables and products. In addition, we also actively assist medical institutions to organize professional training courses for laser devices, thereby maintaining positive cooperation with hospitals.

Pharmaceutical sales and distribution and logistics sector

The major businesses that the Group is focused on sales and promotions of pharmaceuticals and professional pharmaceutical supply chain management services. We are focused on acquiring more agency to new products from principals and achieving innovations in distribution, logistics and warehousing management services and supply chain delivery services. The Group has set up product and business development departments that focus on new medicine developments from pharmaceutical principals, and actively evaluate and compete for distribution as well as the creation of new businesses.

In terms of pharmaceutical logistics management, on top of sending employees to participate in professional courses organized by the government and associations, we also receive on-site audits from international quality management experts and professional consulting advice from principals for multiple times in a year. We are aligned with international pharmaceutical management standards and maintain world-class quality standards. Moreover, we also continuously reform and enhance the service quality and benefits we provide to the principals and medical institutions through new systems, new equipment and new processes devised by inter-departmental service R&D programs.

(4) Short-term and long-term business plans

Medical device sector

A. Short-term business development

In terms of hemodialysis, we will maintain the existing channels and scales of hemodialysis centers and increase the market shares of relevant devices and consumables. In addition, we will actively pursue for agency of medical products needed by other medical fields to develop diversified product marketing and sales.

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B. Long -term business development

Externally, the Company will integrate medical resources, introduce competitive new products related to medical and health care, increase number of strategic partners, continue to expand medical channels, and to expand to the rest of Asia from our base in Taiwan to solidify a long-term, profitable basis. Internally, we will simplify the organizational structure to reduce various administrative and marketing costs and increase operation performance.

Aesthetic medical sector

A. Short-term business development

a. AestheFill brand operation

The Group actively expands product portfolio, and has launched AestheFill in the second quarter of 2020. AestheFill is a attractive product of Regen Biotech, Inc. from Korea. It is a dermal filler with a new form of stimulation to proliferate from body collagen (more commonly known as “baby face shots” in Taiwan), which can safely and naturally stimulate the regeneration and newborn of body collagen. AestheFill became sensation upon launch, and won the favor of doctors and consumers. the Group will continue to promote it to keep attention and increase share of voice.

  • b. Hya-Dermis brand operation

The Group is actively committed to the brand promotions and product sales of Hya-Dermis. By utilizing patented CHAP™ (Cross-linked Hyaluronic Acid Platform), the effects of Hya-Dermis are long-lasting and can support more shapely, contoured features. Since users can select suitable molecule sizes based on their intended injection area, Hya-Dermis has wider applications and offers a wider selection of choices to customers. In particular, the lidocaine-containing hyaluronic acid filler, “LA series”, can effectively enhance the comfort levels of treatment, and the comprehensive lineup can also fully cater to diverse customer needs. Besides continuing to enhance product characteristics to better meet market demands, the Group will also strengthen the marketing to end-users to increase product awareness and treatment adoption.

c. Animers brand operation

Another one of the Group’s newcomers, the locally-produced gel-type hyaluronic acid dermal filler “Animers” was launched in the third quarter of 2020. We are the exclusive agent for Animers in Taiwan. This product targets gel-type hyaluronic acid market, and its specific selling points are silky smooth injection process and soft skin texture. To offer diverse options to customers, we will penetrate the market with this new brand and product features in the future, along with its sister brand, Hya-Dermis. The two aforementioned consumables will serve to expand the Group’s existing product portfolio and customer groups, thereby enhancing our growth.

  • d. Ulthera brand operation

Ulthera, Inc. has the iconic, revolutionary ultrasound aesthetic device, the Ulthera System. It is currently the latest, most mainstream skin tightening device around the world. Since product launch at the end of 2013, Ulthera System’s performance in skin lifting has received extremely positive feedbacks from both professional users and consumers alike. In addition, the Group has

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launched its new application “SPT (see plan treat)” and “anti-counterfeit” in 2021. Cooperate with integrated marketing, including celebrity endorsements, to promote the sales of treatment consumables.

e. Laser brand operation

The Group currently sells Picoway picosecond laser from Candela Medical in the United States. It is presently the most advanced high-end pigmentation removal device satisfies the aesthetic medical needs of high-end customers with advantages that include enhanced treatment results, minimized side effects and short down time. This device is expected to launch a new upgraded model with new wavelengths and handpieces in Taiwan in the second quarter of 2021, thereby enhancing the picosecond laser market. In addition, to segment the market, the Group’s other laser brand, Fotona, has launched a picosecond sub-pulse laser, Starwalker, that targets a more affordable picosecond laser market.

The reputable vascular laser “Vbeam” launched a new model, “Prima” in the fourth quarter of 2020. Its convenient operations and dual-wavelength features greatly improve the patient’s comfortability during treatment, will drive the vascular laser and rosacea improvement market in Taiwan and enhance treatment quality.

f. DR CYJ brand operation

Non-medical and medical-like hair growth markets represent at least NT$10 billion of business opportunities each year in Taiwan, and grows at 1020% per year. To compete for this NT$10 billion blue ocean hair growth market, the Group and listed biotechnology Korean company Caregen Co., Ltd. (KOSDAQ: 214370) have formed a joint venture of in CYJ International Taiwan Inc., which markets a revolutionary hair growth product, “DR CYJ” and scalp treatment services in online platforms and 12 physical channels. The product has gained enormous success in the women’s hair growth market and significantly boosted its revenues. To provide diverse choices for consumers in their pursuit for beauty, the Group gradually extends treatments and products to skin care, face wash, and hair styling products. Daily beauty and skincare treatments have also been added to physical channels. To make facial and body treatments more comprehensive and to provide superior services to consumers, the Group has also introduced the 10th generation body shaping device from the high-end French brand, LPG.

g. Total solution treatment of body shaping

The Group provides body shaping total solution services for customers through our comprehensive body shaping product lines. Our body sculpture treatment total solution includes “LPG” from France, “Cooltech” cryolipolysis device from Spain and “StarFormer muscle toning device” which is scheduled to be launched in 2021, which applied body sculpture devices with physical measures, cold body sculpting and magnetic stimulation, respectively. These advanced devices make the Group able to provide customers with a total solution of body sculpture covering both inside and outside of the body.

h. Clinical trials and product registration of botulinum toxin in Taiwan

Medytox Taiwan, a joint investment between the Group and Korea’s listed biotech company Medytox Inc. (KOSDAQ: 086900), owns the brand Neuronox (Botulinum Toxin Type A), which has formally submitted a new

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drug registration application to Taiwan Food and Drug Administration in 2018. The registration is still ongoing, and once completed, the product’s high value-for-money is expected to generate much market buzz and to propel business growth.

In summary, the Group’s short-term goals are focused on expanding sales from product portfolio, and will be dedicated to trending aesthetic products and consumables with high growth and high margin in order to increase our profit margin. In addition, the Group will stabilize revenues and achieve business development by actively developing revenues from aesthetic medical consumables and other non-aesthetic medical products. By utilizing our strengths in repairs and maintenance teams, we will also strengthen customer service.

  • B. Long-term business development

  • a. Market leader in aesthetic medical products

As a market pioneer, the Group will continue to develop and introduce products that meet the latest and safest aesthetic medical trends to provide a comprehensive range of skin and slimming aesthetic medical products. We will expand our product range and contents to achieve the goal of becoming a leader in aesthetic medical market in Taiwan.

  • b. One-stop aesthetic treatment provider

The Group is actively developing e-commerce channels. Scalp and skin beauty products are sold through lively and diverse marketing strategies that meet customer needs. In addition, to provide head-to-toe “beauty services” for customers, we will actively integrate resources for beauty treatment services from Excelsior Beauty Clinics and DR CYJ and provide one-stop “beauty” experiences to customers.

In summary, the Group’s long-term development plan is focused on continuing to introduce competitive aesthetic consumables and products with new technologies and trends. We will develop and expand the channels for aesthetic treatment and enhance the Group’s overall competitiveness and professional image in the Asian aesthetic medical market.

Pharmaceutical sales and distribution and logistics sector

  • A. Short-term business development Pharmaceutical sales and promotions

a. Prescription drugs

Consolidate existing medicines for internal medicine, family medicine, dermatology, and ophthalmology, such as high blood pressure, anti-infection, anti-allergic, and gastrointestinal medications. Continue to promote psychiatric and central nervous system drugs, such as the promotion of antidepressant, antibipolar and schizophrenia treatments. Expand the self-pay market for influenza antiviral treatment.

b. Non-prescription drugs

Refine operation of non- prescription drugs by expanding product lines at existing channels for hair growth products, scalp care, quit smoking, oral care, analgesics, cold medicine, stomach and antacids, circulation supplement, dermatological treatment and more.

Pharmaceutical distribution and logistics

  • a. Reinforce the Group own national cold chain and temperature-regulated

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delivery fleet. To ensure the quality and safety of temperature-sensitive products, temperature control and inspection will be conducted from purchasing, storage, packaging, tallying, to delivery to the medical institutions.

  • b. Besides serving the existing pharmaceutical principals and CDC, the Group will also adopt differentiated strategies to segment the market. Needs from various major hospitals will be aligned with the pharmaceutical principals in order to develop more competitive value chain services. The Company will strive to acquire distribution and logistics services from domestic and foreign pharmaceutical principals and clinical medicine companies.

  • B. Long-term business development

Pharmaceutical sales and promotions

Besides expanding the product lines to become more well-rounded, we will actively seek for strategic partners and plan to horizontally expand into other related specialist fields. Concurrently, by relying on the long-term development with the Excelsior Group, we will seek agency and development, and channel sales and promotions of related pharmaceutical products. The Group will introduce international high-quality medicine and medical supplies to local niche markets to achieve special synergistic, competitive strengths.

Pharmaceutical distribution and logistics

  • a. Build and expand high-quality, high-efficiency, and high-satisfaction international-scale temperature-controlled logistics center; sign long-term contracts with pharmaceutical principals and to develop more partners; connect the medical service systems of major hospitals throughout Taiwan to expand the value chain and to provide even more quality services.

  • b. Continue to invest toward developing automated IT and warehousing management system; maintain leading strengths and service standards by providing customized information and effective delivery; and provide even better information and more satisfying logistics services for pharmaceutical distribution and medical consumables.

  • c. Form strategic cooperation with local transportation companies to build an integrated logistics service with professional division of work and synergies in business. The Group will mutually expand and optimize the efficiency and quality of distribution and logistics services in Taiwan in order to enhance operational performance.

2. Market and Sales Overview

  • (1) Market analysis

  • A. Major products and service regions

Unit: NTD$ thousands

Year
Region
2019 2019 2020 2020
Sales
amount
% Sales
amount
%
Domestic Sales 6,106,927
95%

6,351,482

95%
Export 350,435
5%

324,012

5%
Total 6,457,362
100%

6,675,494

100%

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B. Market share

Medical device sector

  • a. Below are separate descriptions of the product market shares for sales and marketing of hemodialysis products that the Company sells, which are distributed to hemodialysis centers, hospitals and clinics throughout Taiwan:
Product Category Product Brands Market Share
Dialyzer Asahikasei,FMC,Nikkiso approximatrly
30%
Blood tubingset FASFLO,Sunder
A.V. fistula needle FASFLO
Dialysate Medivators, CHI SHENG
Transducer
Protector
Sunder
Hemodialysis
machine
Nikkiso, FMC
  • b. Below are the market shares for the Company’s operating sites, including department stores and hypermarkets throughout Taiwan and online shopping:
Product Category Product Brands Market Share
Home air purifiers Fasflo ULTRACLEAN and
agencybrand
5%
DOSHISHA Agencybrand 25%
Electrolux Distribution brand 40%
  • c. Pursuant to request from Taiwan Blood Services Foundation, blood bags are in special specifications, and we represent JMS brand with the following market share:
share:
Product Category Product Brands Market Share
Blood bags JMS approximatrly
40%
  • d. The major products from the range of surgical consumables that the Company sells on behalf of Covidien are auto suture and energy-based devices. Currently, nearly all medical institutions with operating rooms in Taiwan are our customers, approximately accounts for 60% of the surgical consumables sales. The following table shows the Company’s market shares:
Product Category Product Brands Market Share
Auto suture and
energy-based
devices
Covidien approximatrly
60%

Aesthetic medical sector

Major operating revenues of the Group come from agency and distribution of aesthetic medical devices, and from providing maintenance services of such aesthetic medical devices. The Group also sells aesthetic consumables and spare parts of aesthetic medical devices, dermal filler and cosmeceuticals. Presently,

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peer information on industry competitors and production and sales information on similar industries in Taiwan does not exist. In addition, most of the Group's sales are within Asia, hence, according to the statistical data on the average Asian aesthetic medical market at approximately US$2.7 billion from Medical Insight Inc., we have estimated that the Group's market share in Asia in 2020 was approximately 1.2%.

Pharmaceutical sales and distribution and logistics sector

Currently, we serve customers throughout Taiwan and the outlying islands including Penghu, Kinmen, and Mazu. Our customers include medical centers, regional hospitals, local hospitals, clinics, pharmacies, and hypermarkets. Based on data from IQVIA, in terms of promotions for specialized areas, the Group owns the No. 1 market share in marketing and promotions for specialized divisions such as erectile dysfunction, while our hair growth and quit smoking products have also achieved market leadership positions.

C. Future supply and demand of the market and its potential

Medical device sector

a. Medical device market

In perspective of supply, major production regions for medical devices worldwide include America, Europe, and East Asia. In terms of country, the United States, Japan, and Germany are the key players in global medical devices industry. Since the aforementioned three countries have been developing this industry for many years and both scaled their businesses as well as continue to invest in R&D in each year to innovate products to satisfy the latest medical needs, as well as having achieved various product patents and certifications around the world, they can maintain their market leader positions in terms of supply in the precision medical devices market.

As for demand, most of the need for medical devices come from developed countries, and there is a high positive correlation between the medical and healthcare needs and income. As the economy grows, gross domestic product (GDP) increases and social medical insurance becomes more comprehensive, the percentage of medical expense on the national income also increases accordingly. Therefore, developed countries would have the highest need for healthcare.

The Industrial Economics & Knowledge Center (IEK) from the Industrial Technology Research Institute (ITRI) has also indicated in its research report on healthcare industry development that, as we approach an aging society, the need to care for patients with chronic illnesses and related medical expenses will increase year-by-year. The global populations of individuals aged 65+ will reach a peak between 2011 to 2029, and this will rapidly change the structure of the population pyramid, leading the percentage of overall medical and health expenditure on the GDP to grow in each year.

As the baby boom population, born after the World War II, begin to face the loss of physiological functions and require caring in the form of medical resources, and human lifespan is prolonged from the advancement of modern technology, thereby leading to substantial needs for medical devices and

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related healthcare products, the medical device industry is expected to show robust growth in line with aging societies and the gradual awareness for health around the world. b. Taiwan’s hemodialysis market

In terms of supply, according to the Total hemodialysis Out-Patient Professional Medical Service Quality Report from the National Health Insurance Administration and Taiwan Society of Nephrology, in the fourth quarter of 2020, there were 701 medical institutions that provided hemodialysis treatment, in which 303 were located in northern Taiwan, 202 in southern Taiwan, and 196 in central Taiwan. In terms of the scale of medical institutions, 21 of which were medical centers, 68 were regional hospitals, 172 were district hospitals, and 440 were primary clinics. As a whole, hemodialysis treatment at medical institutions in Taiwan shows a steady upward trend.

From a demand perspective, research data from IEK indicates that the number of Taiwanese hemodialysis patients will grow by 3 to 5% annually. In addition, securities researcher report also indicates that due to factors that include the drug use habits in the Taiwanese population, Taiwan has the world’s highest ratio of hemodialysis patients as well as the highest annual increase. Coupled with the aging society, it is expected that the number of hemodialysis patients will continue to grow at a compound annual rate of 2% to 3% in recent years. Thanks to the implementation of the National Health Insurance system, medical expenses for hemodialysis treatment for end-stage renal failure patients have largely decreased, and such patients can have access to long-term treatment. As the technology and quality of hemodialysis both continue to mature and the patients’ survival rates continue to grow accordingly; combined with the understanding and emphasis of the public for end-stage renal failure and how patients’ lives can be extended through hemodialysis technology, the number of patients have also grown in each year. Statistical data from the National Kidney Foundation R.O.C. indicates that, as the fourth quarter of 2020, there are as many as 92,000 hemodialysis patients in Taiwan. The annual growth rate of hemodialysis patients in the past five years has been approximately 2%, showing that the number of hemodialysis patients in Taiwan continues to show steady annual growth.

Aesthetic medical sector

As for supply, most of the aesthetic medical devices and dermal fillers in Taiwan are mostly imported from Europe and the United States. In terms of demand, the market demand for aesthetic laser is highly positively correlated with income. The aforementioned demand can be classified as aesthetic medical treatments primed for anti-ageing from a more senior population, and those in pursuit of facial contour. In 2020, COVID-19 epidemic impact global aesthetic supply chain in terms of aesthetic devices supply and end-use treatment volume. According to Medical Insight’s 2020 global aesthetic market study, total sales of professional aesthetic products approached $12.4 billion in 2019. Through 2024, they will expand by 5.7% per year to $16.3 billion. In particular, body shaping/skin tightening, Botulinum toxin injectables, dermal fillers and gynecological rejuvenation aesthetic lasers have become growth drivers in the

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market.

Asia’s aesthetic medical market is expected to grow by 10% year-on-year between 2019 to 2023. Although COVID-19 epidemic impact global aesthetic medical market in 2020, Asian market is currently the most promising, and is growing faster than that of North America and Europe.

Pharmaceutical sales and distribution and logistics sector

  • a. Pharmaceutical sales and promotions

  • (a)Estimates based on data from IQVIA have indicated that, the CAGR of pharmaceutical market in Taiwan can be maintained at steady 3-5%. Moreover, since Taiwan has reached an aging society and citizens’ average life expectancy can reach 80 years old, medicine use for chronic illnesses will gradually increase, making the pharmaceutical market in Taiwan a steadily growing market.

  • (b)Since the approval and launch of new medicine from major international pharmaceutical principals are often slow, coupled with patents from numerous best-selling medicine expiring, it has become necessary for many international principals to cut down on HR costs and operating expenses to effectively control costs in dealing with price competitions from generic drugs. Furthermore, as the expenditure of NHI medicine are reduced, many of the international pharmaceutical principals that operate in Taiwan are choosing to outsource their sales and promotions in the future. The possibility of collaborating with specialized channel distributors with high coverage is also increasing accordingly. In other words, having a specialized, long-term operated professional team is the critical factor to achieving specialized treatment fields. Besides creating the maximum value and benefits in the industry, it also makes the Group the most competitive, unique, and difficult to imitate or replace.

  • b. Pharmaceutical distribution and logistics

  • (a)Drastic changes in business models of pharmaceutical principals; increasingly reliant on outsourcing

    • Since the approval and launch of new medicine from major

    • international pharmaceutical principals are often slow, coupled with patents from numerous best-selling medicine expiring, it has become necessary for many international principals to cut down on costs in dealing with price competitions from generic drugs. In addition, under Taiwan’s National Health Insurance system, the National Health Insurance Administration has come to dramatically reduce medicine expenditure every other year, leading major foreign pharmaceutical principals to continuously dispose of their production facilities and warehouse in Taiwan. The principals have come to utilize external resources and strengths by outsourcing both pharmaceutical storage and management and delivery to large-scale professional logistics and distributors to significantly reduce their own operating costs and to enjoy quality services under a professional division of work system. Having established a trend of outsourcing distribution and logistics management, the multinational pharmaceutical principals can better focus on their core competences. Their reliance on distribution and logistics companies capable of accepting and

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integrating logistics and distribution services and have mapped out comprehensive, high-coverage channels, will only continue to grow. Providers capable of meeting compliant standards will also become more concentrated.

  • (b) Sustainable development of the National Health Insurance system

To promote the sustainable development of the NHI system, besides amending relevant benefits system, the National Health Insurance Administration has also reduced the expenditure of NHI medicine and materials/supplies. This has already impacted the revenues of medical institutions, and to reduce operating costs and enhance service quality, more and more hospitals have opted to outsource non-core businesses. Following this trend, hospitals will have even higher demands and form more partnerships with providers capable of integrating the pharmaceutical supply chain.

  • D. Competitive niches, favorable and unfavorable factors for future development and countermeasures

  • a.Competitive niche

Medical device sector

Through establishing a comprehensive channel system using healthcare management model and building positive, symbiotic relations with both domestic and foreign medical manufacturers, the Company can solidify its position between the demand side and the supply chain and is in a better position to acquire quality products at lower price. As a whole, the Company has a more competitive niche over the other industry competitors.

Aesthetic medical sector

Having built mutual-beneficial relations with both domestic and foreign aesthetic medical suppliers for many years, the Group has a firm presence in the supply and demand chains. Since we provide many products and services, including aesthetic medical devices, dermal fillers, aesthetic consumables, hair growth products, and repairs and maintenance of aesthetic medical devices, we can provide more diverse and competitive products and services to customers.

All engineers in our excellent repair and maintenance team have received equipment repairs and maintenance training from both principals and the Group. In addition, the Group has a complete range of parts and components, and all service calls can be completed within 48 hours. On top of positive reviews from customers regarding our quality and speed of repair/maintenance, we have also cooperated many accolades from the principals.

Equipped with a marketing and education/training team, most of our training concerns specifications and operation, advertising and promotions. We also organize various education and training courses for beauty consultants and nurses, and collaborate with the principals to instruct doctors to use aesthetic medical devices. In addition, we also partner with major medical centers throughout Taiwan to train doctors’ professional skills in laser treatment.

All in all, the Group’s core abilities lie in leading market trends, enhancing

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marketing services, providing quick repair/maintenance services, and sparing no effort in operational consultation. We provide continuous service to support customers’ market competitiveness, and have a better competitive edge over our industry competitors.

Pharmaceutical sales and distribution and logistics sector

(a)Strong pharmaceutical sales network

The Group’s pharmaceutical sales network is extensive in both breadth and depth. Our customers include medical institutions of varying hierarchy, clinics, chain drugstores, single-store pharmacies, and hypermarkets (currently, we have nearly 10,000 customers and cover almost 12,000 sites), enabling us to provide strong channel coverage and specialized promotional teams of international service standards for principals.

To maintain competitive strength and quality customer service, all members of the sales team use the latest technological tools (e.g. tablet computers and cloud-based sales management system). Besides comprehensively providing real-time marketing information, the customer relations management (CRM) system also provides real-time updates on professional knowledge including international medical conferences, clinical reports, product information, and new medical knowledge to doctors and pharmacists, thereby enhancing our service speed and efficiency.

  • (b)High barriers to entry in professional fields

The Group has been deeply involved in the treatment of erectile dysfunction in family medicine and urology for many years. Due to the professional and experienced sales capabilities of the management team, this core expertise is not easy for competitors to copy, and they have maintained a leading the way for many years. Coupled with the reinforcement of peripheral products, the products are more complete and competitive.

  • (c)The Group’s highly integrated medical channel operations help to create synergies

  • Having years of experience in marketing and sales, our Marketing and Sales team works closely with various departments, including New Product Development, verification and Registration, Customer Service, Tender, Channel Development, Legal Compliance, and IT. We also actively participate in medical conferences in each year to understand the latest pharmaceutical development and seize new trends and opportunities in product development. In addition, by utilizing the Excelsior Group’s strong resources in Taiwan’s medical market, our expansions into various medical channels in Taiwan have been very competitive.

  • (d)High customer satisfaction

Having achieved high customer satisfaction over the years, our market shares have often trumped products in the same categories, which helped us to win positive recognition from the pharmaceutical principals. In addition, to give back to the community, we also strove to provide healthcare education to communities as well as continuing education for medical professionals, winning many praises from National Pharmacist Pharmacy.

  • (e)Service quality meets international standards Partners of the Group are all renowned major international

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pharmaceutical principals. Due to their rigorous requirements for pharmaceutical storage and delivery, audits from international quality management experts would be carried out by the pharmaceutical principals in each year. Relevant evaluation on service performance is also conducted. Our service performance and audit results have both satisfied our partners, indicating that besides meeting local service requirements, our service quality are also on a par with international standards.

b.Favorable factors affecting the Group’s development prospects

  • (a) Government actively supporting biotech industry, and medical industry has a favorable prospect

The “Three-Year Spring Plan of the Economy Development Vision 2015,” approved by the Executive Yuan in 2006, has listed the biotechnology industry as a “key development manufacturing industry”. The “Biotech and New Pharmaceutical Development Act,” announced in 2007, encourages private investment in an effort to focus on developing the biotech industry. It is expected to drive economic transformation in the future. Fundamentally speaking, the government’s proactive attitude will help to develop industries related to medical and healthcare.

(b) Increases in GDP, changes in lifestyle, and the aging society

In recent years, the national GDP in Taiwan has continuously increased in line with economic growth. The public is increasingly focused on healthcare, leading to significant increase in the demand for medical devices and products from related healthcare businesses. Statistical data from the Ministry of the Interior, Executive Yuan has indicated that, as of December 31, 2020, 3.78 million of Taiwan’s population was aged 65 or more. This new historical record accounts for 16% of the total population. It can be anticipated that the increasing severity of the aging population issue in Taiwan will expand the demand for domestic and foreign medical products, leading to even better development opportunities for healthcare related industries.

(c) Sound financial structure helps business expansion

After going through public issuance processes, the Company and the Group are now aligned with the capital market and our shares are now either listed on the TWSE or the TPEx. These efforts indicate our operation efforts are obvious, and that our shareholding structure is robust. With sound management and indications of industry value, we can further cultivate the medical business in the future.

  • (d) Effective resource integration

The Company’s management philosophy is to build a comprehensive healthcare holding enterprise, and we are in substance an integrated channel distributors. Hence, the Company has adopted diverse agency means to acquire distribution rights of quality products through investments, and in line with diverse marketing and management and consulting services provided to medical institutions, we have extended our core business and cultivated the market channels, allowing us to effectively provide comprehensive services to our customers. In the future, we will guide highquality medical services around the world to enter multinational markets.

  • (e) Talent employee development, better benefits system, and building strong employee cohesion

126

On top of continuously building our market competitiveness, we also strive toward developing talent employee. Through diverse training methods including new employee training, professional skills training, management skills training, and team-building, we have developed employees’ professional skills, leadership skills, innovative thinking, and management capabilities. Furthermore, to reward employees and to build teamwork, we also regularly organize activities such as annual employee travels and Excelsior Family Day to show teamwork among employees and to foster employee cohesion c.Unfavorable factors affecting the Group’s development prospects

  • (a) Risk of exchange rate fluctuations

The foreign exchange market experienced dramatic fluctuations in line with global economic changes in 2020. The Company is in an industry with foreign exchange needs, and holds different currencies due to different procurement sources. Therefore, we hold an appropriate portfolio of foreign exchange to seek for the greatest hedging possibility. Relevant countermeasures are as follows:

  • i. Purchase forward foreign exchange based on business needs.

  • ii. Building consensus with suppliers to mutually share foreign exchange risks; in case the fluctuation in foreign exchange increases, we will renegotiate product prices with suppliers, or to transact with the contracted, fixed exchange rate.

  • iii.Adding price differentials due to foreign exchange into the price quotation system to protect the Company’s interest.

  • iv.The finance department will adjust foreign exchange positions based on fluctuations in foreign exchange.

  • v. The hedging of foreign currencies are alternatives to one another, and can be procured using Euros, USD, and JPY, the Company will adjust our procurement portfolio based on their relations to NTD.

  • (b) High product concentration and reliance

Currently, the medical market in Taiwan mostly relies on imports, and we sign distribution contracts with overseas suppliers. In case changes to agency/distributor rights occur, the Company’s operations will be affected. Countermeasures to which are as follow:

  • i. Win over overseas quality suppliers through our sales performance, and to form a buyer’s market through our solid channel strengths, so that overseas suppliers will not easily consider changing distributors from a revenue perspective.

  • ii. Form cooperation with upstream suppliers to jointly operate and expand the market through profit-sharing.

  • iii.Co-host academic courses with foreign manufacturers, conduct clinical research with medical centers, and establish an Asia-Pacific Teaching Center so that manufacturers will be more reliant on the Company and would need to assist us to develop regional markets.

  • (c) NHI adopts global budget payment system and shrinks profitability from the medical industry

Though financial challenges for the National Health Insurance Administration were somewhat alleviated due to supplementary premium, but the medical institutions are still faced with pressures related to point

127

values for NHI benefits, leading to unstable revenues in each specialization. This practice will impact the medical industries in Taiwan, and relevant countermeasures are listed as follows:

     - i. Reduce the ratio of NHI benefit products and introduce self-pay products such as healthcare home appliances and long-term care.

     - ii. Practice market segmentation through providing more luxurious and professional self-pay aesthetic medical services, and to expand the market to other overseas Chinese markets.

     - iii.In response to expected patent expiration of pharmaceutical products, on top of searching for new items to strengthen our product portfolio, by relying on our unique specialization marketing, we can also effectively, vertically integrate the resources from specialized products from upstream pharmaceutical principals with the demand from downstream end-users. This will also help the Group to practice effective cost control.
  • (2) Important uses of the main products and the production process

  • A. Major products in the medical industry include hemodialysis, healthcare home appliances, medical devices, blood bags, wound and ostomy and surgical consumables. Below are descriptions of their important uses:

    • a. Hemodialysis products: a kidney disease patient cannot filter water and unwanted nitrogen, creatinine, and uric acide from the human body. By using the hemodialysis machine and dialyzer to filter blood, the patient can regain short-term physical functions.

    • b. Healthcare home appliances: used to improve the air quality in the day-to-day lives.

    • c. Blood bags: used to store blood.

    • d. Wound and Ostomy: after gastrectomy, patients use ostomy in place of the anus or urethra in excrement.

    • e. Surgical consumables and products: medical devices and consumables used on patients in surgeries.

  • B. Major products from aesthetic medical industry are energy-based aesthetic devices and consumables, which can convey beauty to the users once operated by professional doctors, so that users can achieve physical and mental well-being.

  • C. Major products from pharmaceutical sales, distribution and logistics industry are sales and promotions of prescription drugs, non-prescription drugs, and healthcare consumer products, which are coordinated with customer service, tender processes, information, cash flow, and warehousing and inventory logistics, thereby constructing a well-rounded supply chain integration service.

  • D. The Company and the Group are not manufacturers, and do not have production line processes.

  • (3) Supply of key material

Neither the company nor the group is a manufacturer, so it is not applicable.

128

(4) Customers that accounted for more than 10% of the total sales in any of the last two years

A. Major customers’ information

Unit: NT$ thousands

2019 2019 2019 2019 2020 2020 As of March As of March 31,2021 31,2021 Description
of Changes in
the Last Two
Years
Item Name Amount Percent
age of
Net
Sales
(%)
Relations
hip with
Issuer
Name Amount Percent
age of
Net
Sales
(%)
Relationshi
p with
Issuer
Name Amount Percentag
e of
Net Sales
(%)
Relations
hip with
Issuer
1 Bestchain
Healthtaiwan
Co.,Ltd.
1,596,110
28
Associate Bestchain
Healthtaiwan
Co.,Ltd.

1,789,712

30
Associate Bestchain
Healthtaiwan
Co.,Ltd.
467,388
33
Associate
2 Excelsior
Renal Service
Co.,Limited
726,854
13
Associate Excelsior
Renal Service
Co.,Limited
762,596
13
Associate Excelsior
Renal Service
Co.,Limited
186,647
13
Associate
Othes 3,405,216
59
Othes 3,386,432
57
Othes 760,631
54
Net Sales 5,728,180
100
Net Sales 5,938,740
100
Net Sales 1,414,666
100

129

B. Major suppliers’ information

Unit: NT$ thousands

2019 2019 2019 2019 2020 2020 As of March As of March 31, 2021 31, 2021 Description
of Changes in
the Last Two
Years
Item Name Amount Percent
age of
Net
purchas
es(%)
Relationsh
ip with
Issuer
Name Amount Percent
age of
Net
purchas
es(%)
Relationshi
p with
Issuer
Name Amount Percentag
e of
Net
purchases
(%)

Relations
hip with
Issuer
1 MEDTRONIC
(TAIWAN)
LTD.
1,361,792
29
None MEDTRONIC
(TAIWAN)
LTD.
1,493,651
30
None MEDTRONIC
(TAIWAN)
LTD.
397,816
34
None
2 PFIZER
LIMITED
604,838
13
None PFIZER
LIMITED
711,502
14
None
Othes 2,769,244
58
Othes 2,738,540
56
Othes 787,506
66
Net purchases 4,735,874
100
Net purchases 4,943,693
100
Net purchases
1,185,322

100

130

  • (5) Production volume and value in the last two years: Not applicable.

  • (6) Sales volume and value in the last two years

Sales volume and value in the last two years Sales volume and value in the last two years Sales volume and value in the last two years Sales volume and value in the last two years Sales volume and value in the last two years
Unit: NT$ thousands
Year 2019 2020
Sales Volume
and Value
Major
Products

Domestic Sales
Exports Domestic Sales Exports

Volume
Value Volume Value Volume Value Volume Value
Surgical
consumables
2,093,190 1,440,607
0

0
2,379,034 1,475,340
0

0
Dialyzers, blood
tubing set and A.V.
fistula needles
10,819,385 1,055,715
605,720
45,566 11,207,111 1,068,129
198,836

10,171
Medicine 2,802,587
945,327

0

0
2,819,781 1,108,050
2,053

283
Erythropoietin
(EPO), concentrated
solution and
powders
4,585,156
761,614

732,536
95,735 4,328,042 753,510 1,006,219
131,399
Aesthetic
consumables and
spareparts
472,355
79,055 510,179 54,982
Aesthetic medical
devices
173
397,767

118
37,335
121
217,954
42

17,005
Home appliances 38,707
106,011

0

0

37,652
119,381
0

0
Medical devices 1,659
77,588

0

0

1,054
105,878
68

19,609
Blood bags ,wound
and ostomy product

269,742

49,855

0

0

589,363
178,281
0

0
Others 800,088
92,744 814,780 90,563
Total 20,610,599 6,106,927 1,338,374 350,435 21,362,158 6,351,482 1,207,218
324,012

3. Employees

  • (1)The following table summarizes the company’s workforce as of the printing date of the annual report
the annual report the annual report
Year
Number of
employees
Manager
level and
above
Staff level
2019 2020 As of March 31, 2021
Manager
level and
above
74
93

92
Staff level 530
664

670
Total 604
757

762
Average age 44.05
35.48

36.78
Averageyears of service 7.82
6.91

7.05
Education
background
Ph.D 0.33%
0.26%

0.13%
Master’s 5.63%
4.49%

4.33%
Bachelors
Degree
80.13%
76.75%

77.43%
Senior High
School
13.25%
11.76%

12.20%
Below Senior
High School
0.66%
6.74%

5.91%

131

  • (2)Certification of employees whose jobs are related to the release of the company’s financial information

Certified Internal Auditor (CIA) 1 person.

4. Disbursements for Environmental Protection

Total losses (including damage awards) and fines for environmental pollution during the most recent years and up to the date of publication of the Annual Report, and the measures (including corrective measures) and possible expenditures to be made in the future: None.

Relevant information in response to the EU Restriction of Hazardous Substances (RoHS): Not applicable.

5. Labor Relations

  • (1)Employees’ welfare policies, continuing education, training, retirement system and its implementation, as well as employment negotiations, and employees’ rights and interests

  • A. Company benefits and measures

  • a.Labor insurance: carried out in accordance with regulations from the Labor Standards Act.

  • b.National health insurance (NHI): carried out in accordance with regulations from the National health Insurance Act.

  • c.Group insurance: The Company covers full group insurance, which includes employees' regular life insurance, accident insurance, hospital medical insurance and occupational injury insurance.

  • d.Employee health examination: To ensure the health and safety of our employees, the Company regularly organizes free health checkup in every year to assist employees to understand the subtle changes in their bodies.

  • e.Employee compensations: Pursuant to the Company’s Articles of Incorporation, in case profits are made in a year, the Board of Directors will propose no less than 1 percent of the profits as compensations for employees. The compensations will be approved by the Board of Directors meeting and submitted to the Shareholders' Meeting.

  • f.Year-end bonus: To be appropriated based on the Company’s operational performance of the year. The bonus will be appropriated before Lunar New Year and calculated based on the period of an employee's employment with the Company. Targets of bonus will be current employees at the time of distribution.

  • g.Employee benefits system and status (using the Company as an example)

    • (a)1% was appropriated from the Company's total capital when it was founded. (b)0.075% is appropriated from the Company's total monthly operating revenue. (c)0.5% is appropriated from the monthly pay of each employee.

    • (d)Benefits are used toward: benefits and subsidies (marriage, childbirth, employee’s birthday, funeral/disease subsidies, and emergency relief and more), activities (employee travels, birthday parties, club activities, and arts and cultural activities etc.), other benefits such as Dragon Boat Festival, MidAutumn Festival, and year-end party and more.

  • B. Continuing education and training

  • a. New recruits

    • (a)The HR Office will walk the new recruits through work rules, provide a

132

company overview, and introduce them to the office environment and acquaint them with coworkers on their first day at the Company.

  - (b)New employee training courses are regularly held by the HR Office, and the courses include: an introduction to the Company's organization and departments/responsibilities, various internal management procedures, Employee Welfare Committee, IT system, network environment, and NOTES system.
  • b. On-the-job training: annual training budget is prepared for all employees, and on-the-job training is coordinated by the HR Office on a quarterly basis.

  • c. Professional training: 1 or 2 sessions of professional training for Company products are provided by product manufacturers in each year.

  • d. The Group organizes “teaching by experience” internal training via the HR Office on a monthly basis. In addition, the Group also provides additional continuing studies courses to employees based on business needs

  • C. Retirement system and measures

Retirement system and measures: pursuant to regulations from the Labor Standards Act, 2% is appropriated from the total wage of employees applicable for the pension scheme on a monthly basis, and deposited at dedicated accounts at CTC pursuant to legal regulations. Starting from July 1, 2005, retirement system is implemented in compliance with applicable regulations from the Labor Pension Act.

  • D. Employment negotiations

We have always persisted in a mission to care for our employees. We adopt bilateral communications for policy advocacy, employee opinion and employee coaching, and we also regularly organize employment meeting as a channel of bilateral communications. This helps the Company to achieve mutual cooperation, quality improvements, employee competency enhancements, employment conditions improvements, as well as to protect employees’ rights and interests, enhance employees’ benefits, to look after their daily lives, and to assist the government to implement policies.

  • E. Measures for protecting employees’ rights

On top of establishing the legally stipulated Employee Welfare Committee and Supervisory Committee of Labor Retirement Reserve to coordinate employee benefits and the planning, appropriations, safekeeping, usage, and related legal standards related to pension reserve as well as to serve as channels of communication with the Company, all measures to protect and implement employees' rights and benefits are carried out pursuant to legal standards.

  • F. Employee code of conduct or ethics

The Company has formulated Employee Work Rules and Information Technology Security Policy as the basis for compliance during employees' day-today work and conduct. Employees shall abide by the following Ethical Corporate Management Best Practice Principles:

  • a.When engaging in commercial activities, employees shall not directly or indirectly offer, promise to offer, request or accept any improper benefits, including rebates, commissions, facilitation fees, or otherwise offer or accept improper benefits to or from customers, agents, contractors, suppliers, public

133

servants, or other stakeholders. However, this is not limited to actions that comply with local regulations.

  - b.When making or offering donations and sponsorship, employees shall comply with relevant laws and regulations and internal operational procedures and shall not surreptitiously engage in bribery.

  - c.When directly or indirectly offering a donation to political parties or organizations or individuals participating in political activities, employees shall comply with the Political Donations Act and the Company's own relevant internal operational procedures, and shall not make such donations in exchange for commercial gains or business advantages.

  - d.Employees shall not directly or indirectly offer or accept any unreasonable presents, hospitality or other improper benefits to establish business relationship or influence commercial transactions.
  • G. Protective measures of employees’ work environment and employee safety, and implementations

  • To fulfill corporate social responsibility and to protect the safety of our employees, and seeking the provision of a safe, healthy, and comfortable work environment as our goal, the Company is fully committed to advocating for occupational safety and health policy to foster a positive awareness in our employees and to maintain their physical and mental health.

The following relevant measures have been implemented:

  • a.Strengthen occupational training to reduce potential workplace hazards and decrease occurrences of occupational hazards.

  • b.File labor insurance, national health insurance, and group insurance for employees and to establish an Employee Welfare Committee. Organize employee health checkup in every year

  • c.Participate in annual advocacy for fire drill practice organized by the Company’s office building committee to implement various disaster prevention and contingency responses.

  • d.Impose strict access control to ensure the personal safety of staff.

  • (2) Losses arising from labor disputes in the most recent year up to the publication date of this Annual Report and disclosure of potential current and future losses and countermeasures therefrom: None.

134

6. Important Contracts

All important contracts that could affect shareholder rights as of the date of printing of the annual report, including supply and sales contracts, technical cooperation contracts, engineering contracts, long-term loan contracts and others. (1) The Company

Nature of
contract
Counter
party
Terms of contract Content Restrictive clauses
Procurement
and agency /
distribution
contract

AA
Company
2021/01/01~2021/12/31 Hemodialysis machine None
Procurement
and agency /
distribution
contract
AB
Company
2019/11/01~2022/10/31 Hemodialysis and disinfectant
solution
Restricted to sales in Taiwan
Procurement
and agency /
distribution
contract
AC
Company
2020/04/01~2025/03/31 Licensed distribution of
dialyzers
Restricted to sales in Taiwan
Procurement
and agency /
distribution
contract
AD
Company
2020/10/01~2022/09/30 Agency for long-lasting
Erythropoietin (EPO)
Restricted to sales in channels
from hemodialysis clinics (with
exception of package sales in
hospitals)
Procurement
and agency /
distribution
contract
AE
Company
2020/10/01~2022/09/30 Cinacalcet Restricted to sales in channels
from hemodialysis clinics (with
exception of package sales in
hospitals)
Procurement
and agency /
distribution
contract
AF
Company
2020/01/01~2022/12/31 Hemodialysis blood tubing set
and A.V. fistula needles
Restricted to sales in Taiwan
Procurement
and agency /
distribution
contract
AG
Company
2020/01/01~2022/12/31 Blood bags Exclusive distribution in Taiwan
Procurement
and agency /
distribution
contract
AH
Company
2019/02/01-2019/12/31
(Contract negotiation)
Dialyzers, hemodialysis
machine and hemodialysis
consumables
Distribution channel limited to
hemodialysis centers within ERS
collaborative management
Procurement
and agency /
distribution
contract
AI
Company
2021/05/01~2022/04/30 Surgical device and
consumables
None
Agency
/Distribution
contract
AJ
Company
2016/01/01~2023/12/31 Hemodialysis blood tubing set Exclusive distribution in Taiwan
Commissioned
manufacturing
Contract
AK
Company
2015/01/01~2024/12/31 Production of hemodialysis
concentrated solution
Including warehousing and
logistics
Supply
Agreements
AL
Company
2021/01/01~2021/12/31 Blood bag distribution contract None
Supply
Agreements
AM
Company
2019/02/01~2019/12/31
(Contract negotiation)
Dialyzers, hemodialysis
machine and hemodialysis
consumables
Restricted to sales in Taiwan
Supply
Agreements
AN
Company
2019/01/01~2021/06/30 Long- lasting Erythropoietin
(EPO)
None
Package
contract
AO
Company
2017/07/01~2021/06/30 Hemodialysis consumables
and device
None
Package
contract
AP
Company
2017/01/01~2022/12/31 Hemodialysis consumables
and device
None
Package
contract
AQ
Company
2019/03/01~2025/02/28 Hemodialysis consumables
and device
None
Package
contract
AR
Company
2020/12/01~2023/11/30 Hemodialysis consumables
and device
None

135

Nature of
contract
Counter
party
Terms of contract Content Restrictive clauses
Lease contract


AS
Company
2018/01/01~2022/12/31 Lease for hemodialysis device None
Joint venture
contract

AT
Company
2007/01

Establish joint venture in Hong
Kong






Counterparty has the right to
acquire all shares of the joint
venture company of Jiate
Excelsior Co., Ltd. and ERS, and
the transaction price will be
separately negotiated by both
parties.

(2) Dynamic

~~Nature of~~
contract
~~Counter~~
Terms of contract Content Restrictive clauses
party
Procurement
and agency /
distribution
contract

BA
Company
June 19, 2018; contract
shall continue in effect
unless breach of contract
or the contract has been
terminated by either one
of theparties.
Aesthetic medical device Restricted to sales in Taiwan
Procurement
and agency /
distribution
contract
BB
Company
March 27, 2020; contract
shall continue in effect
until it has been
terminated by either one
of theparties.
Aesthetic medical device Restricted to sales in Taiwan
Procurement
and agency /
distribution
contract
BC
Company
2020/01/01~2022/12/31 Aesthetic medical device Restricted to sales in Taiwan
Procurement
and agency /
distribution
contract
BD
Company
January 4, 2007; contract
shall continue in effect
until it has been
terminated by either one
of the parties.
Aesthetic medical device Restricted to sales in Taiwan
Procurement
and agency /
distribution
contract
BE
Company
2019/01/01~2021/12/31 Aesthetic medical device Restricted to sales in Taiwan
Procurement
and agency /
distribution
contract
BF
Company
2016/02/28~2021/04/30
(Contract negotiation)
Aesthetic medical device Restricted to sales in Taiwan
Procurement
and agency /
distribution
contract
BG
Company
2016/12/12~2026/12/11 Skin Care Products Restricted to sales in Taiwan
Procurement
and agency /
distribution
contract
BH
Company
2017/04/10~2021/12/13 Aesthetic medical device Restricted to sales in Taiwan
Procurement
and agency /
distribution
contract
BI
Company
2018/01/03~2020/12/31
(Contract negotiation)
Aesthetic medical device Restricted to sales in Taiwan
Procurement
and agency /
distribution
contract
BJ
Company
2017/05/15~2022/05/14 Aesthetic medical device Restricted to sales in
China ,Macao and Hong Kong
Procurement
and agency /
distribution
contract
BK
Company
March 1, 2018; contract
shall continue in effect
until it has been
terminated by either one
of theparties.
Aesthetic medical device Restricted to sales in Taiwan

136

~~Nature of~~
contract
Procurement
and agency /
distribution
contract
~~Counter~~
Terms of contract Content Restrictive clauses
party

BL
Company
2020/08/01~2025/07/24 Distribution of dermal fillers Restricted to sales in Philippines
Procurement
and agency /
distribution
contract
SciVision
Biotech Inc.
2018/11/01~2021/10/31 Distribution of dermal fillers Restricted to sales in Taiwan
Procurement
and agency /
distribution
contract
BM
Company
2019/09/16~2024/09/15 Distribution of dermal fillers Restricted to sales in Taiwan
Lease contract Excelsior
Asset
Manageme
nt Co.,Ltd.

2021/01~2030/12
Lease for Zhonghe office None

(3) Arich

(3) Arich
Nature of
contract
Counter
party
Terms of contract Content Restrictive clauses
Distribution
and Logistis
agreement

CA
Company
2020/12~2023/11 Distribution and logistics
services of pharmaceutical
products
Restricted to sales in Taiwan
Distribution
and Logistis
agreement

CB
Company
2020/12~2023/11 Distribution and logistics
services of pharmaceutical
products
Restricted to sales in Taiwan
Distribution
and Logistis
agreement

CC
Company
2020/12~2023/11 Distribution and logistics
services of pharmaceutical
products
Restricted to sales in Taiwan
Distribution
and Logistis
agreement

CD
Company
2014/07~2021/06 Distribution and logistics
services of pharmaceutical
products
Restricted to sales in Taiwan
Distribution
and Logistis
agreement

CE
Company
2021/01~2022/12 Distribution and logistics
services of medical equipment
and consumables
Restricted to sales in Taiwan
Distribution
and Logistis
agreement

CF
Company
2021/01~2023/12 Distribution and logistics
services of pharmaceutical
products
Restricted to sales in Taiwan
Sales and
Promotion
agreement

CC
Company
2017/06~2021/12 Sales and promotion services of
pharmaceutical products
Restricted to sales in Taiwan
Sales and
Promotion
agreement

CG
Company
2017/06~2021/12 Sales and promotion services of
pharmaceutical products
Restricted to sales in Taiwan
Sales and
Promotion
agreement

CH
Company
2012/01~2022/03 Sales and promotion services of
pharmaceutical products
Restricted to sales in Taiwan
Sales and
Promotion
agreement

CI
Company
2021/01~2021/12 Sales and promotion services of
pharmaceutical products
Restricted to sales in Taiwan
Lease and
commissioned
services contract





Sankyu-
Jvan An
Internation
al Logistics
Co.,Ltd.
2020/01~2022/12 Warehousing lease at logistics
center and commissioned
logistics services
None
Lease contract



Excelsior
Asset
Manageme
nt Co.,Ltd.
2021/01~2030/12 Lease for Zhonghe office
None

137

VI. Financial Information

138

1. Five-Year Financial Summary

  • (1)Condensed balance sheet – IFRS

  • A. Condensed consolidated balance sheet

Unit: NT$ thousands

Year
Item
Year
Item
Financial Information for The Last Five Years Financial Information for The Last Five Years Financial Information for The Last Five Years Financial Information for The Last Five Years Financial Information for The Last Five Years As of
March
31, 2021
2016 2017 2018 2019 2020
Current assets 12,437,971 10,530,890
9,939,278

8,614,685

8,501,800
8,721,005
Property, plant and
equipment
271,012
270,490

286,345

560,863

534,339

629,409
Intangible assets 43,761
39,901

39,585

31,967

32,653

31,609
Other assets 4,073,310
4,110,198

3,715,662

4,557,469

4,935,840
4,887,764
Total assets 16,826,054 14,951,479 13,980,870 13,764,984 14,004,632 14,269,787
Current
liabilities
Before
distribution
7,680,897
6,406,076

5,105,976

4,829,102

4,019,932
4,775,293
After
distribution
7,999,964
6,763,993

5,490,423

5,294,894

4,513,953
(Note 2)

4,775,293
(Note 2)
Non-current liabilities 836,597
520,600

532,491

303,970

404,996

384,776
Total
liabilities
Before
distribution
8,517,494
6,926,676

5,638,467

5,133,072

4,424,928
5,160,069
After
distribution
8,836,561
7,284,593

6,022,914

5,598,864

4,918,949
(Note 2)

5,160,069
(Note 2)
Equity attributable to
owners ofparent
6,512,521
6,416,469

6,806,841

6,946,341

7,590,897
7,213,523
Share capital 1,276,242
1,278,274

1,281,490

1,281,490

1,411,490
1,411,490
Capital surplus 2,825,966
2,804,995

2,812,704

2,816,807

3,276,107
3,276,107
Retained
earnings
Before
distribution
2,525,391
2,596,032

2,739,276

2,904,393

3,017,380
2,661,510
After
distribution
2,206,324
2,238,115

2,354,829

2,438,601

2,523,359
(Note 2)

2,661,510
(Note 2)
Other equity (115,078) (262,832) (26,629) (56,349) (114,080) (135,584)
Treasurystock -
-

-

-

-

-
Non-controlling
interests
1,796,039
1,608,334

1,535,562

1,685,571

1,988,807
1,896,195
Total
equity
Before
distribution
8,308,560
8,024,803

8,342,403

8,631,912

9,579,704
9,109,718
After
distribution
7,989,493
7,666,886

7,957,956

8,166,120

9,085,683
(Note 2)

9,109,718
(Note 2)

Note 1: The financial statements of the last five fiscal years have been audited by CPA, but the financial statements of 2021 Q1 have been reviewed by CPA.

Note 2: The appropriation of the 2020 earnings approved by the Board of Directors on March 12, 2021.

139

B. Condensed parent company-only balance sheet

Unit: NT$ thousands

Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands
Year
Item

Financial Information for The Last Five Years
2016 2017 2018 2019 2020
Current assets 2,737,734
2,451,238

2,536,134

2,319,603

2,057,785
Property, plant and
equipment
158,072
173,537

185,825

180,050

177,053
Intangible assets 690
1,149

1,325

697

1,203
Other assets 5,226,672
5,246,106

5,517,184

5,944,251

6,333,372
Total assets 8,123,168
7,872,030

8,240,468

8,444,601

8,569,413
Current
liabilities
Before
distribution
1,118,641
975,854

944,271

1,381,462

833,551
After
distribution
1,437,708
1,333,771

1,328,718

1,847,254

1,327,572
(Note 2)
Non-current liabilities 492,006
479,707

489,356

116,798

144,965
Total
liabilities
Before
distribution
1,610,647
1,455,561

1,433,627

1,498,260

978,516
After
distribution
1,929,714
1,813,478

1,818,074

1,964,052

1,472,537
(Note 2)
Share capital 1,276,242
1,278,274

1,281,490

1,281,490

1,411,490
Capital surplus 2,825,966
2,804,995

2,812,704

2,816,807

3,276,107
Retained
earnings
Before
distribution
2,525,391
2,596,032

2,739,276

2,904,393

3,017,380
After
distribution
2,206,324
2,238,115

2,354,829

2,438,601

2,523,359
(Note 2)
Other equity (115,078) (262,832) (26,629) (56,349) (114,080)
Treasurystock -
-

-

-

-
Total
equity
Before
distribution
6,512,521
6,416,469

6,806,841

6,946,341

7,590,897
After
distribution
6,193,454
6,058,552

6,422,394

6,480,549

7,096,876
(Note 2)

Note 1: The financial statements for 2016-2020 have been audited by CPA. Note 2: The appropriation of the 2020 earnings approved by the Board of Directors on March 12, 2021.

140

(2)Condensed statement of comprehensive income - IFRS

  • A. Condensed consolidated statement of comprehensive income

Unit: NT$ thousands

Year
Item

Financial Information for The Last Five Years

Financial Information for The Last Five Years

Financial Information for The Last Five Years

Financial Information for The Last Five Years

Financial Information for The Last Five Years
As of
March
31,2021
2016 2017 2018 2019 2020
Operating
revenue
6,205,758 6,095,337 6,345,031 6,457,362 6,675,494
1,629,331
Grossprofit 1,196,720 1,206,298 1,199,165 1,236,055 1,306,574
344,318
Net operating
income
379,496
452,562

438,119

464,039

529,070

158,335
Operating
revenue
6,205,758 6,095,337 6,345,031 6,457,362 6,675,494
1,629,331
Grossprofit 1,196,720 1,206,298 1,199,165 1,236,055 1,306,574
344,318
Net operating
income
379,496
452,562

438,119

464,039

529,070

158,335
Non-operating
income and
expenses
199,118
101,675

210,381

282,786

300,313

43,247
Profit before tax 578,614
554,237

648,500

746,825

829,383

201,582
Profit from
continuing
operations
477,302
471,008

548,423

622,274

669,086

162,099
Loss from
discontinuing
operations
Profit 477,302
471,008

548,423

622,274

669,086

162,099
Other
comprehensive
income, net
( 247,902) (177,740)
(48,389)

23,915

(28,296)

(49,102)
Total
comprehensive
income
229,400
293,268

500,034

646,189

640,790

112,997
Profit
attributable to
owners of
parent
389,557
399,047

451,562

514,755

571,670

130,685
Profit
attributable
to non-
controlling
interests
87,745
71,961

96,861

107,519

97,416

31,414
Comprehensive
income
attributable to
owners of
parent
182,459
244,206

417,581

523,062

513,296

115,968
Comprehensive
income
attributable to
non-controlling
interests
46,941
49,062

82,453

123,127

127,494

(2,971)
Basic earnings
per share
3.09
3.12

3.53

4.02

4.06

0.93

Note The financial statements of the last five fiscal years have been audited by CPA, but the financial statements of 2021 Q1 have been reviewed by CPA.

141

B. Condensed parent company-only statement of comprehensive income

Unit: NT$ thousands

Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands
Year
Item

Financial Information for The Last Five Years
2016 2017 2018 2019 2020
Operating
revenue
3,404,487
3,561,288

3,733,339

3,964,690

4,199,740
Gross profit 474,765
619,761

603,321

631,739

685,656
Net operating
income
165,028
267,803

279,606

263,303

319,114
Non-operating
income and
expenses
274,377
181,470

253,773

335,459

353,895
Profit before tax 439,405
449,273

533,379

598,762

673,009
Profit from
continuing
operations
389,557
399,047

451,562

514,755

571,670
Loss from
discontinuing
operations
Profit 389,557
399,047

451,562

514,755

571,670
Other
comprehensive
income,net
(207,098)
(154,841)

(33,981)

8,307

(58,374)
Total
comprehensive
income
182,459
244,206

417,581

523,062

513,296
Basic earnings
per share
3.09
3.12

3.53

4.02

4.06

Note The financial statements for 2016-2020 have been audited by CPA.

(3) Auditors’ opinions from 2016 to 2020

Year AccountingFirm CPA Audit Opinion
2020 KPMG Wu Tsao-Jen and
Lin Wan-Wan
Unqualified opinion with
other matterparagraph
2019 KPMG Wu Tsao-Jen and
Lin Wan-Wan
Unqualified opinion with
other matterparagraph
2018 KPMG Wu Tsao-Jen and
Lin Wan-Wan
Unqualified opinion with
other matterparagraph
2017 KPMG Wu Tsao-Jen and
Lin Wan-Wan
Unqualified opinion with
other matterparagraph
2016 KPMG Wu Tsao-Jen and
Lin Wan-Wan
Unqualified opinion with
other matterparagraph

142

2. Five-Year Financial Analysis

(1)Financial analysis - IFRS

  • A. Financial analysis on consolidated financial statements
Year
Item
Year
Item
2016 2017 2018 2019 2020 As of
March
31,2021
Financial
structure(%)
Debt ratio 50.6
46.3

40.3

37.3

31.6

36.2
Ratio of long-term
capital to property,
plant and
equipment
3,374.5
3,159.2

3,099.4

1,593.2

1,868.6

1,508.5
Solvency
(%)
Current ratio 161.9
164.4

194.7

178.4

211.5

182.6
Quick ratio 146.9
145.0

172.2

158.7

186.4

162.4
Times interest
earned
15.8
18.4

30.4

32.4

78.0

89.2
Operating performance Accounts
receivable turnover
(times)
3.9
3.5

3.7

4.1

4.4

4.5
Average collection
period
93.1
105.2

98.1

89.7

82.4

81.7
Inventory turnover
(times)
4.7
4.6

4.8

5.6

6.3

6.0
Accounts payables
turnover(times)
4.3
4.3

5.0

5.0

5.5

5.9
Average days in
sales
78.0
80.2

75.6

65.2

57.9

61.1
Property, plant and
equipment
turnover(times)
20.7
22.5

22.8

15.2

12.1

11.2
Total assets
turnover(times)
0.4
0.4

0.4

0.5

0.5

0.5
Profitability Return on total
assets(%)
3.1
3.1

3.9

4.6

4.9

4.6
Return on equity (%) 5.8
5.8

6.7

7.3

7.3

6.9
Pre-tax income to
paid-in capital(%)
45.3
43.4

50.6

58.3

58.8

57.1
Net margin(%) 7.7
7.7

8.6

9.6

10.0

9.9
Earnings per share
(NT$)
3.09
3.12

3.53

4.02

4.06

0.93
Cash
flows
Cash flow ratio(%) 5.9
(7.6)
3.8
24.7

21.6

27.3
Cash flow
adequacyratio(%)
93.3
52.2

59.7

67.9

67.7

87.1
Cash reinvestment
ratio(%)
0.7
(9.9)

(2.6)

7.7

3.0

13.0
Leverage Operating
leverage
3.2
2.7

2.7

2.7

2.5

2.2
Financial
leverage
1.1
1.1

1.1

1.1

1.0

1.0
Analysis of deviation for the last two years over 20%:
1. Times interest earned increased mainly due to decrease in interest expenses because of
repayments of short-term borrowings in 2020.
2.Property, plant and equipment turnover decreased mainly due to increase in the property,
plant and equipment in 2020.
3.Cash reinvestment ratio decreased mainly due to the increase in net cash flows from
operatingactivities in 2019.

143

B. Financial analysis on parent company-only financial statements

Year
Item
Year
Item
2016 2017 2018 2019 2020
Financial
structure(%)
Debt ratio 19.8
18.5

17.4

17.7

11.4
Ratio of long-term
capital to property,
plant and
equipment
4,131.6
3,697.5

3,663.0

3,858.0

4,287.4
Solvency
(%)
Current ratio 244.7
251.2

268.6

167.9

246.9
Quick ratio 190.5
185.3

202.6

127.9

175.9
Times interest
earned
68.1
80.7

97.8

110.6

1202.8
Operating performance Accounts
receivable turnover
(times)
3.7
3.5

3.7

4.0

4.1
Average collection
period
98.9
105.2

98.6

92.2

88.6
Inventory turnover
(times)
4.5
4.8

5.1

5.8

6.3
Accounts payables
turnover(times)
3.6
3.5

4.2

4.6

5.2
Average days in
sales
80.6
75.4

71.9

62.6

58.0
Property, plant and
equipment
turnover(times)
21.1
21.5

20.8

21.7

23.5
Total assets
turnover(times)
0.4
0.5

0.5

0.5

0.5
Profitability Return on total
assets(%)
5.0
5.1

5.7

6.2

6.7
Return on equity (%) 6.0
6.2

6.8

7.5

7.9
Pre-tax income to
paid-in capital(%)
34.4
35.2

41.6

46.7

47.7
Net margin (%) 11.4
11.2

12.1

13.0

13.6
Earnings per share
(NT$)
3.09
3.12

3.53

4.02

4.06
Cash flows Cash flow ratio(%) 28.7
1.5

29.6

17.2

15.6
Cash flow
adequacyratio(%)
52.2
34.5

48.7

39.8

33.7
Cash reinvestment
ratio(%)
0.2
(4.4)

(1.1)

(2.1)

(4.3)
Leverage Operating leverage 2.9
2.3

2.2

2.4

2.1
Financial leverage 1.0
1.0

1.0

1.0

1.0
Analysis of deviation for the last two years over 20%:
1.Debt ratio decreased mainly due to repayments of short-term borrowings with capital
injection by cash in 2020.
2.Current ratio, quick ratio and times interest earned increased mainly due to repayments of
short-term borrowings with capital injection by cash in 2020.
3.Cash reinvestment ratio decreased mainly due to the decrease in net cash flows from
operatingactivities in 2020.

144

Formula:

a. Financial structure

  • (a) Debt ratio = total liabilities / total assets

  • (b) Ratio of long-term capital to property, plant and equipment = (total equity +non-current liabilities) / net property, plant and equipment

  • b. Solvency

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

  • (b) Quick ratio = (current assets – inventories – prepaid expenses) / current liabilities

  • (c) Times interest earned = net income before income tax and interest expenses / current interest expenses

  • c. Operating performance

  • (a) Accounts receivable (including accounts receivable and notes receivable from operation) turnover = net sales / average trade receivables (including accounts receivable and notes receivable from operation) balance

  • (b) Average collection period = 365 / accounts receivable turnover

  • (c) Inventory turnover = cost of goods sold / average inventory

  • (d) Accounts payables (including accounts payable and notes payable from operation) turnover = cost of goods sold / average trade payables (including accounts payable and notes payable from operation) balance

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

  • (f) Property, plant and equipment turnover = net sales / average net property, plant and equipment

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

d. Profitability

  • (a) Return on total assets = (net income + interest expenses × (1-effective tax rate)) / average total assets

  • (b) Return on equity = net income / average total equity

  • (c) Net margin = net income / net sales

  • (d) Earnings per share = (profit attributable to owners of parents – preferred stock dividend) / weighted average number of shares outstanding

e. Cash flows

  • (a) Cash flow ratio = net cash flows from operating activities / current liabilities

  • (b) Cash flow adequacy ratio = five-year sum of net cash flows from operating activities/ five-year sum of (capital expenditures + inventory additions + cash dividends)

  • (c) Cash reinvestment ratio = (net cash flows from operating activities –cash dividends) / (gross property, plant and equipment + long-term investments + other non-current assets + working capital)

f. Leverage

(a) Operating leverage = (net operating revenue – variable operating costs and expenses) / net operating income

  • (b) Financial leverage = net operating income / (net operating income – interest expenses)

145

3. Audit Committee’s Review Report

Excelsior Medical Co., Ltd.

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2020 Business Report, Financial Statements, and proposal for earning distribution. The CPA firm of KPMG has audit Excelsior Medical Co., Ltd. Financial Statements and has issued an audit report relating to the Financial Statements.

The Business Report, Financial Statements, and earning distribution proposal have been reviewed and determined to be correct and accurate by the Audit Comrnittee members of Excelsior Medical Co., Ltd.. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

For your adoption.

To

The 2021 Annual Shareholders’ Meeting

Excelsior Medical Co., Ltd.

Chairman of the Audit Committee: Chan Tzu-Sheng

March 19, 2021

146

4. Financial Statements and Independent Auditors’ Report –the Company & Subsidiaries

Representation Letter

The entities that are required to be included in the combined financial statements of Excelsior Medical Co., 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 International Financial Reporting Standards No. 10 endorsed by the Financial Supervisory Commission, "Consolidated Financial Statements." In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Excelsior Medical Co., Ltd. and Subsidiaries do not prepare a separate set of combined financial statements.

Company name: Excelsior Medical Co., Ltd. Chairman: Fu Hui-Tung Date: March 12, 2021

147

Independent AuditorsReport

To the Board of Directors of Excelsior Medical Co., Ltd.:

Opinion

We have audited the consolidated financial statements of Excelsior Medical Co., Ltd. and its subsidiaries (“the Group”), which comprise the consolidated statement of financial position as of December 31, 2020 and 2019, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (please refer to Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards ( “IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit of the consolidated financial statements as of and for the year ended December 31, 2020 in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, and the auditing standards generally accepted in the Republic of China. Furthermore, we conducted our audit of the consolidated financial statements as of and for the year ended December 31, 2019 in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission, and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Based on our judgment, the key audit matter that should be disclosed in this report is as follows:

  1. Impairment Assessment on Receivables

Please refer to Note (4)(g) for accounting policies of account receivable allowance provision.

148

Description of key audit matter:

The management of the Group performed its assessment based on the default risk of accounts receivable and the rate of expected loss. Because the assessment of impairment loss of receivables involves critical accounting estimates, which are subject to the judgment of the management, the assessment of the impairment loss of receivables is deemed to be a key audit matter.

How the matter was addressed in our audit:

Our main audit procedures in response to the assessment of the impairment of receivables were assessing the reasonableness of the methodology and assumptions used by the management for the impairment assessment of receivables and whether the methodology was adopted consistently, testing the reasonableness of the information used by the management for assessing the impairment of receivables, reviewing the accuracy of the calculation of the allowance for receivables, and evaluating the adequacy of the Group’s disclosure for impairment of receivables.

Other Matter

We did not audit the financial statements of certain subsidiaries included in the consolidated financial statements of the Group. Those statements were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for such subsidiaries, is based solely on the report of other auditors. As of December 31, 2020 and 2019, the total assets of these subsidiaries were NT$442,964 thousand and NT$231,936 thousand, constituting 3% and 2% of consolidated total assets, respectively. The total operating revenues of these subsidiaries for the year ended December 31, 2020 and 2019 were NT$252,013 thousand and NT$95,717 thousand, constituting 4% and 1% of consolidated total operating revenues, respectively. We also did not audit the financial statements of certain associates and joint ventures, which represented investment in other entities accounted for using the equity method of the Group. Those statements were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for such entities, is based solely on the reports of other auditors. As of December 31, 2020 and 2019, the carrying amounts of these investments were NT$546,435 thousand and NT$101,609 thousand, constituting 4% and 1% of consolidated total assets, respectively. The share of comprehensive income of associates and joint ventures accounted for using the equity method for the years ended December 31, 2020 and 2019, amounted to NT$107,286 thousand and NT$19,784 thousand, were constituting 17% and 3% of consolidated total comprehensive income, respectively.

Excelsior Medical Co., Ltd. has prepared its parent-company-only financial statements as of and for the years ended December 31, 2020 and 2019, on which we have issued an unmodified opinion with an Other Matter paragraph.

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

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

’ Those charged with governance (including the Audit Committee) are responsible for overseeing the Group s financial reporting process.

149

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

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

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

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

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

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

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

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

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

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

150

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

The engagement partners on the audit resulting in this independent auditors’ report are Tsao-Jen Wu and Wan-Wan Lin.

KPMG

Taipei, Taiwan (Republic of China) March 19, 2021

151

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

ASSETS
Current assets:
1100
Cash and cash equivalents (Note (6)(a))
1110
Current financial assets at fair value through profit or loss (Note (6)(b))
1136
Current financial assets at amortized cost (Note (6)(d))
1151
Notes receivable (Notes (6)(e), (7) and (8))
1152
Other notes receivable (Notes (6)(e), (7) and (8))
1170
Accounts receivable (Notes (6)(e) and (7))
1200
Other receivables (Notes (6)(e) and (7))
130X
Inventories (Note (6)(f))
1476
Other current financial assets (Note (8))
1479
Other current assets, others
Non-current assets:
1517
Non-current financial assets at fair value through other comprehensive income (Note (6)(c))
1550
Investments accounted for using equity method (Note (6)(g))
1600
Property, plant and equipment (Notes (6)(j) and (8))
1755
Right-of-use assets (Note (6)(k))
1760
Investment property, net (Notes (6)(l) and (8))
1780
Intangible assets (Note (6)(m))
1840
Deferred tax assets (Note (6)(v))
1930
Long-term notes and accounts receivable (Note (6)(e))
1975
Net defined benefit asset (Note (6)(u))
1980
Other non-current financial assets (Note (8))
1990
Other non-current assets, others
TOTAL ASSETS
December 31, 2020
Amount
%
$ 2,618,464
19
166
-
774,526
6
220,226
2
184,942
1
1,225,050
9
2,309,331
16
851,236
6
161,639
1
156,220
1
December 31, 2019
Amount
%
2,828,776
21
-
-
524,614
4
267,181
2
225,191
2
1,294,654
9
2,461,811
18
853,185
6
59,308
-
99,965
1
8,614,685
63
690,085
5
2,368,562
17
560,863
4
238,971
2
788,628
6
31,967
-
219,928
2
18,378
-
6,033
-
203,172
1
23,712
-
5,150,299
37
13,764,984
100
LIABILITIES AND EQUITY
Current liabilities:
2100
Short-term borrowings (Note (6)(n))
2120
Current financial liabilities at fair value through profit or loss (Note (6)(b))
2130
Current contract liabilities
2150
Notes payable
2170
Accounts payable (Note (7))
2200
Other payables (Notes (6)(o) and (7))
2230
Current tax liabilities
2280
Current lease liabilities (Note (6)(s) and (7))
2322
Long-term borrowings, current portion (Note (6)(r))
2399
Other current liabilities, others (Notes (6)(p), (q) and (7))

Non-Current liabilities:
2540
Long-term borrowings (Note (6)(r))
2570
Deferred tax liabilities (Note (6)(v))
2580
Non-current lease liabilities (Notes (6)(s) and (7))
2640
Net defined benefit liability (Note (6)(u))
2670
Other non-current liabilities, others (Note (6)(q))

Total liabilities
Equity attributable to owners of parent (Note (6)(w)):
3100
Share capital
3200
Capital surplus
3300
Retained earnings
3400
Other equity
Total equity attributable to owners of parent
36XX
Non-controlling interests (Notes (6)(i) and (w))
Total equity
TOTAL LIABILITIES AND EQUITY
December 31, 2020 December 31, 2020 December 31, 2020
Amount % Amount

8,501,800
61


4,019,932
28
4,829,102
35

735,437
5
2,492,993
18
534,339
4
299,972
2
1,005,090
7
32,653
-
215,485
2
12,196
-
8,614
-
144,159
1
21,894
-


-
-
644
-
156,960
1
115,730
1
225,457
2
163,791
1
17,248
-
17,152
-
5,331
-
6,653
-


404,996
3
303,970
2


4,424,928
31
5,133,072
37


1,411,490
10
1,281,490
9
3,276,107
24
2,816,807
21
3,017,380
22
2,904,393
21
(114,080)
(1)
(56,349)
-

5,502,832
39



7,590,897
55
6,946,341
51
1,988,807
14
1,685,571
12


9,579,704
69
8,631,912
63
$
14,004,632
100


$
14,004,632
100
13,764,984
100

152

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE)

4000
Operating revenue (Notes (6)(z) and (7))
5000
Operating costs (Notes (6)(f) and (7))
Gross profit from operations
5910
Less: Unrealized profit from sales
5920
Add: Realized profit from sales
Operating expenses:
6100
Selling expenses (Note (7))
6200
Administrative expenses (Note (7))
6450
Expected credit loss (Note (6)(e))
Net operating income
Non-operating income and expenses:
7100
Interest income (Note (6)(ab))
7010
Other income (Notes (6)(ab) and (7))
7020
Other gains and losses (Notes (6)(ab) and (7))
7050
Finance costs (Notes (6)(ab) and (7))
7060
Share of profit of associates and joint ventures accounted for using equity method
(Note (6)(g))
7900
Profit before tax
7950
Less: Tax expense (Note (6)(v))
Profit
Other comprehensive income (loss):
8310
Items that may not be reclassified subsequently to profit or loss:
8311
Gains (losses) on remeasurements of defined benefit plans
8316
Unrealized gains (losses) from investments in equity instruments measured at fair value through
other comprehensive income
8320
Share of other comprehensive income of associates and joint ventures accounted for using equity
method, components of other comprehensive income that will not be reclassified to profit or
loss
8349
Less: Income tax related to components of other comprehensive income that will not be
reclassified to profit or loss
Total items that will not be reclassified subsequently to profit and loss
8360
Items that will be reclassified to profit or loss
8361
Exchange differences on translation
8370
Share of other comprehensive income of associates and joint ventures accounted for using equity
method, components of other comprehensive income that will be reclassified to profit or loss
8399
Less: Income tax related to components of other comprehensive income that will be reclassified to
profit or loss
Total items that will be reclassified subsequently to profit and loss
Other comprehensive income, net
8500
Total comprehensive income
Profit attributable to:
8610
Owners of parent
8620
Non-controlling interests
Comprehensive income attributable to:
8710
Owners of parent
8720
Non-controlling interests
Earnings per share (Note (6)(y))
9750
Basic earnings per share (NT dollars)
9850
Diluted earnings per share (NT dollars)
For the Y ears Ende d December 31, %
100
81
2020 %
100
80
2019
Amount
$ 6,675,494
5,368,920
Amount
6,457,362
5,218,965

1,306,574
110,977
110,901
20
2
2

1,238,397
91,697
89,355
19
1
1

1,306,498
20
1,236,055
19

495,902
278,617
2,909
8
4
-

463,877
304,073
4,066
7
5
-

777,428
12
772,016
12

529,070
8
464,039
7

23,255
32,248
13,550
(10,768)
242,028
-
-
-
-
4

44,638
26,645
45,006
(23,820)
190,317
1
-
1
-
3

300,313
4
282,786
5

829,383
160,297
12
2

746,825
124,551
12
2

669,086
10
622,274
10

681
47,852
26,868
3,756
-
1
-
-

10,391
26,307
33,302
(4,774)
-
-
1
-

71,645
1
74,774
1

(171,023)
46,876
(24,206)
(2)
1
-

(94,348)
31,315
(12,174)
(1)
-
-

(99,941)
(1)
(50,859)
(1)

(28,296)

-

23,915

-

$
640,790
10
646,189
10

$ 571,670
97,416
9
1

514,755
107,519
8
2

$
669,086
10
622,274
10

$ 513,296
127,494
8
2

523,062
123,127
8
2

$
640,790
10
646,189
10

$
4.06 4.02
$ 4.04 3.99

153

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Balance as of January 1, 2019
Profit for the year
Other comprehensive income (loss) for the year
Total comprehensive income (loss) for the year
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve reversed
Cash dividends of ordinary share
Changes in equity of associates and joint ventures accounted for using equity method
Changes in ownership interests in subsidiaries
Employee stock options
Changes in non-controlling interests
Disposal of investments in equity instruments designated at fair value through other comprehensive
income
Balance as of December 31, 2019
Profit for the year
Other comprehensive income (loss) for the year
Total comprehensive income (loss) for the year
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends of ordinary share
Changes in equity of associates and joint ventures accounted for using equity method
Capital increased by cash
Changes in ownership interests in subsidiaries
Changes in non-controlling interests
Disposal of investments in equity instruments designated at fair value through other comprehensive
income
Balance as of December 31, 2020
Equity attributable to owners of parent Equity attributable to owners of parent Equity
attributable to
owners of parent
6,805,209
514,755
8,307
Non-controlling
interests
1,535,562
107,519
15,608
Total equity
8,340,771
622,274
23,915
Share capital
Ordinary
shares
$ 1,281,490
-
-
Capital
surplus
Retained earnings Total other equity interest
Unrealized gains
Exchange
differences on
translation of
foreign financial
statements
(losses) from
financial assets
measured at fair
value through
other
comprehensive
income
(61,536)
34,907
-
-
(46,367)
51,243
Exchange
differences on
translation of
foreign financial
statements
(61,536)
-
(46,367)
Legal
reserve
681,883
-
-
Special
reserve
262,832
-
-
Unappropriated
retained earnings
- - - -
518,186

(46,367)

51,243

523,062

123,127

646,189
-
-
-
-
-
-
-
-
-
-
-
(176)
957
3,322
-
-
45,156
-
-
-
-
-
-
-
-
(236,203)
-
-
-
-
-
-

(45,156)
236,203
(384,447)
(1,586)
-
-
-
34,596

-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
(34,596)

-
-
(384,447)
(1,762)
957
3,322
-
-

-
-
-
-
113,049
-
(86,167)
-

-
-
(384,447)
(1,762)
114,006
3,322
(86,167)
-
1,281,490
-
-
2,816,807
-
-
727,039
-
-
26,629
-
-

2,150,725
571,670
(944)
(107,903)
-
(91,466)

51,554
-
34,036
6,946,341
571,670
(58,374)
1,685,571
97,416
30,078
8,631,912
669,086
(28,296)
- - - -
570,726

(91,466)

34,036

513,296

127,494

640,790
-
-
-
-
130,000
-
-
-
-
-
-
333
455,000
3,967
-
-
51,476
-
-
-
-
-
-
-
-
29,720
-
-
-
-
-
-

(51,476)
(29,720)
(465,792)
7,490
-
262
-
301

-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
(301)

-
-
(465,792)
7,823
585,000
4,229
-
-

-
-
-
-
-
-
175,742
-

-
-
(465,792)
7,823
585,000
4,229
175,742
-
$
1,411,490
3,276,107 778,515 56,349 2,182,516 (199,369)
85,289
7,590,897 1,988,807 9,579,704

154

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Cash flows from operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Expected credit loss
Net loss (gain) on financial assets or liabilities at fair value through profit or loss
Interest expense
Interest income
Dividend income
Share-based payments
Share of profit of associates and joint ventures accounted for using equity method
Loss (gain) on disposal of property, plan and equipment
Gain on disposal of subsidiaries
Impairment loss on non-financial assets
Unrealized profit from sales
Realized profit from sales
Others
Total adjustments to reconcile profit
Changes in operating assets and liabilities:
Changes in operating assets:
Notes receivable
Accounts receivable
Other receivables and notes
Inventories
Net defined benefit asset
Other current assets
Other operating assets
Total changes in operating assets
Changes in operating liabilities:
Contract liabilities
Notes payable
Accounts payable
Other payables
Other current liabilities
Net defined benefit liability
Other operating liabilities
Total changes in operating liabilities
Total changes in operating assets and liabilities
Total adjustments
Cash inflow generated from operations
Interest received
Income taxes paid
Net cash flows from operating activities
For the Years Ended December 31,
2020
2019
$ 829,383
746,825
162,691
154,601
4,776
5,640
2,909
4,066
200
(32)
10,768
23,820
(23,255)
(44,638)
(23,231)
(15,424)
4,152
3,322
(242,028)
(190,317)
100
(906)
-
(13,167)
4,282
16,224
110,977
91,697
(110,901)
(89,355)
71
(53,676)
For the Years Ended December 31,
2020
2019
$ 829,383
746,825
162,691
154,601
4,776
5,640
2,909
4,066
200
(32)
10,768
23,820
(23,255)
(44,638)
(23,231)
(15,424)
4,152
3,322
(242,028)
(190,317)
100
(906)
-
(13,167)
4,282
16,224
110,977
91,697
(110,901)
(89,355)
71
(53,676)
2020
$ 829,383
162,691
4,776
2,909
200
10,768
(23,255)
(23,231)
4,152
(242,028)
100
-
4,282
110,977
(110,901)
71
(98,489)
(108,145)

47,359
65,028
196,476
(36,471)
(866)
(68,221)
6,182

115,047
(34,980)
1,085,152
149,014
(3,441)
53,528
9,213

209,487

1,373,533

(8,584)
(5,773)
(171,239)
191,162
(320)
(938)
(882)

(39,767)
(4,293)
24,795
(712,503)
(18,736)
5,633
(12,878)

3,426

(757,749)

212,913

615,784

114,424

507,639

943,807
23,111
(97,485)

1,254,464
42,287
(102,255)

869,433

1,194,496

155

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Cash flows from investing activities:
Acquisition of financial assets at fair value through other comprehensive income
Proceeds from disposal of financial assets at fair value through other comprehensive income
Acquisition of financial assets at amortized cost
Proceeds from disposal of financial assets at amortized cost
Acquisition of financial assets at fair value through profit or loss
Proceeds from disposal of financial assets at fair value through profit or loss
Net cash flow from acquisition of subsidiaries
Net cash flow from disposal of subsidiaries
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Decrease in refundable deposits
Acquisition of intangible assets
Acquisition of investment properties
Increase in other financial assets
Decrease in other financial assets
Increase in other non-current assets
Decrease in other non-current assets
Dividends received
Net cash flows used in investing activities
Cash flows from financing activities:
Increase in short-term borrowings
Decrease in short-term borrowings
Repayments of long-term borrowings
Increase in guarantee deposits received
Decrease in guarantee deposits received
Payment of lease liabilities
Cash dividends paid
Capital increased by cash
Interest paid
Change in non-controlling interests
Net cash flows used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
For the Years Ended December 31,
2020
2019
-
(7,362)
1,006
57,295
(620,951)
(406,787)
365,699
113,666
(320)
-
-
15,200
-
(359,957)
-
1,859
(30,716)
(51,275)
285
2,740
(3,663)
(58,031)
61,301
3,188
(4,317)
(727)
(209,877)
-
(101,376)
-
-
9,345
-
(1,685)
411
-
127,668
140,311
For the Years Ended December 31,
2020
2019
-
(7,362)
1,006
57,295
(620,951)
(406,787)
365,699
113,666
(320)
-
-
15,200
-
(359,957)
-
1,859
(30,716)
(51,275)
285
2,740
(3,663)
(58,031)
61,301
3,188
(4,317)
(727)
(209,877)
-
(101,376)
-
-
9,345
-
(1,685)
411
-
127,668
140,311
2020
-
1,006
(620,951)
365,699
(320)
-
-
-
(30,716)
285
(3,663)
61,301
(4,317)
(209,877)
(101,376)
-
-
411
127,668

(414,850)



(542,220)

-
(808,469)
(4,448)
-
(20)
(75,599)
(465,792)
585,000
(10,593)
176,637


74,867

-

(398,607)
6

-

(71,225)

(384,447)

-

(19,361)

(86,167)

(603,284)



(884,934)

(61,611)
(210,312)
2,828,776



(38,647)

(271,305)

3,100,081

$
2,618,464



2,828,776

156

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • (1) Company History

Excelsior Medical Co., Ltd. (the Company) was incorporated on March 15, 1988 as a company limited by shares and registered under the Ministry of Economic Affairs, R.O.C. The address of the Company's registered office is 17F., No.880, Zhongzheng Rd., Zhonghe Dist., New Taipei City 235, Taiwan, R.O.C.. The Company and its subsidiaries (the Group) engaged primarily in the sale of medical supplies and equipment, medicines and home medical devices.

The Company’s shares were traded on the Taipei Exchange (formerly the GreTai Securities Market) from June 8, 2001 to December 30, 2007 and have been traded on the Taiwan Stock Exchange since December 31, 2007.

(2) Financial Statements Authorization Date and Authorization Process

The consolidated financial statements were authorized for issuance by the Board of Directors on March 12, 2021.

(3) New Standards, Amendments and Interpretations Adopted:

  • (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. (“FSC”) which have already been adopted.

The Group has initially adopted the following new amendments, which do not have a significant impact on its consolidated financial statements, from January 1, 2020:

  • Amendments to IFRS 3 “Definition of a Business”

  • Amendments to IFRS 9, IAS39 and IFRS7 “Interest Rate Benchmark Reform”

  • Amendments to IAS 1 and IAS 8 “Definition of Material”

  • Amendments to IFRS 16 “COVID-19-Related Rent Concessions”

  • (b) The impact of IFRS issued by the FSC but not yet effective

The Group assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2021, would not have a significant impact on its consolidated financial statements:

  • Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9”

  • Amendments to IFRS 9, IAS39, IFRS7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform - ” Phase 2

157

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC

The following new and amended standards, which may be relevant to the Group, have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:

Standards or Effective date per
Interpretations Content of amendment IASB
Amendments to IAS 1 The amendments aim to promote consistency January 1, 2023
“Classification of Liabilities as
in applying the requirements by helping
Current or Non-current” companies
determine
whether,
in
the
statement of balance sheet, debt and other
liabilities with an uncertain settlement date
should be classified as current (due or
potentially due to be settled within one year)
or non-current.
The amendments include clarifying the
classification
requirements
for
debt
a
company might settle by converting it into
equity.
Amendments to IAS 37 The amendments clarify that the‘costs of January 1, 2022
“Onerous Contracts-Cost fulfilling a contract’comprises the costs
of Fulfilling a Contract” that relate directly to the contract as follows:
●the incremental costs – e.g. direct labor
and materials; and
●an allocation of other direct costs – e.g. an
allocation of the depreciation charge for an
item of property, plant and equipment used
in fulfilling the contract.

The Group is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its consolidated financial position and consolidated financial performance. The results thereof will be disclosed when the Group completes its evaluation.

The Group does not expect the following other new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its consolidated financial statements:

  • Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture”

  • IFRS 17 “ Insurance Contracts” and amendments to IFRS 17 “ Insurance Contracts”

  • “ - ”

  • ● Amendments to IAS 16 Property, Plant and Equipmentt Proceeds before Intended Use

  • Annual Improvements to IFRS Standards 2018-2020

  • Amendments to IFRS 3 “Reference to the Conceptual Framework”

  • Amendments to IAS 1 “Disclosure of Accounting Policies”

  • Amendments to IAS 8 “Definition of Accounting Estimates”

158

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

(4) Summary of Significant Accounting Policies

The significant accounting policies presented in the consolidated financial statements are summarized below. The following accounting policies were applied consistently throughout the periods presented in the consolidated financial statements.

  • (a) Statement of compliance

These consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to the Regulations) and International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations and SIC Interpretations endorsed and issued into effect by the Financial Supervisory Commission, R.O.C. (hereinafter referred to the IFRSs endorsed by FSC).

  • (b) Basis of preparation

  • Basis of measurement

The consolidated financial statements have been prepared on historical cost basis except for the following material items in the balance sheet:

  • 1) Financial assets at fair value through profit or loss are measured at fair value;

  • 2) Financial assets at fair value through other comprehensive income are measured at fair value;

  • 3) The defined benefit liabilities (or assets) are measured at fair value of plan assets, net of aggregation of the present value of the defined benefit obligation, with a limit based on a defined benefit asset.

  • Functional and presentation currency

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

  • (c) Basis of consolidation

  • Principle of preparation of the consolidated financial statements

The consolidated financial statements comprise the Company and subsidiaries. Subsidiaries are entities controlled by the Group. The Group ‘controls’ an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. Intragroup balances and transactions, and any unrealized income and expenses arising from Intragroup transactions are eliminated in preparing the consolidated financial statements. The Group attributes the profit or loss and each component of other comprehensive income to the owners of the parent and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.

159

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

The Group prepares consolidated financial statements using uniform accounting policies for like transactions and other events in similar circumstances. Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received will be recognized directly in equity, and the Group will attribute it to the owners of the parent.

2.List of subsidiaries in the consolidated financial statements:

.List of subsidiaries in the consolidated financial statements:
Name of
Name of
Principal
Investor
Subsidiary
Activity
Shareholding Note
2020.12.31
2019.12.31
The Company
Dynamic Medical Technologies
Inc. (“Dynamic”)
Sale, maintenance and
lease of laser medical
equipment for beauty
treatment, and sale of
consumables of beauty
treatment and cosmetic
products

Bestsmile Co., Ltd.
(“Bestsmile”)
Sale of medical
equipment, and medical
management consultancy
service

Excelsior Healthcare Co., Limited
(Excelsior Healthcare)
Investment business

Arich Enterprise Co., Ltd.
(Arich)
Sale of medicines, and
logistics service

Excelsior Asset Management Co.,
Ltd. (“Excelsior Asset”)
Sales of medical
equipment, precision
instrument and real estate
The Company
and Excelsior
Healthcare
Excelsior Medical Co., Limited
(Hong Kong) (“Hong Kong
Excelsior”)
Investment business
Dynamic
Dynamic Medical Technologies
(Hong Kong) Ltd. (“Hong Kong
Dynamic”)
Retail and wholesale of
medical equipment,
cosmetic health-care
products and medical
herbs and academic
training
The Company
and Dynamic
Excelsior Beauty Co., Ltd.
(“Excelsior Beauty”)
Sale of aesthetic medical
and cosmetic health-care
products
Hong Kong
Dynamic
Guangzhou Dynamic Inc.
(“Guangzhou Dynamic”)
Sale and maintenance of
medical equipment

Excelsior Beauty Limited of Hong
Kong (“Hong Kong Excelsior
Beauty”)
Sale of professional
weight-loss and cosmetic
health-care products
Excelsior
Beauty
CYJ International Taiwan Inc.
(CYJ Taiwan)
Sales and treatment of
hair protecting and
conditioning
38.50%
38.50%

98.02%
98.02%
100.00%
100.00%
40.00%
39.51%

100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
94.91%
94.91%
100.00%
100.00%

-
%
100.00%
80.00%
80.00%

Note 1



Note 1






Note 2

160

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EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

Name of
Name of
Principal
Investor
Subsidiary
Activity
Shareholding Note
2020.12.31
**2019.12.31 **
Excelsior
Healthcare
EG Healthcare, Inc.
Sale and lease of medical
equipment, and medical
management consultancy
service

Excelsior Investment (Malaysia)
Co., Ltd.
Investment business
Hong Kong
Excelsior
SinoExcelsior Investment Inc.
("SinoExcesior Investment")
Medical management
consultancy service
Excelsior
Investment
(Malaysia)
Co., Ltd.
RENAL LABORATORIES SDN.
BHD.
Manufacture of medical
equipment

MEDI-CHEM SYSTEMS SDN.
BHD.
Sale of medical
equipment
MEDI-CHE
M SYSTEMS
SDN. BHD.
RENAL MANAGEMENT SDN.
BHD.
Lease business


99.99%
99.99%
100.00%
100.00%
100.00%
100.00%
70.00%
70.00%
70.00%
70.00%
100.00%
100.00%





  • Note 1: Although the Company holds less than 50% of the shares of Dynamic and Arich, these companies’other equity shares are highly separated. Therefore, the Company still maintains control over Dynamic and Arich, and these companies are included in the consolidated financial statements.

  • Note 2: Liquidation ended in January 2019.

  • Subsidiaries excluded from the consolidated financial statements: None.

  • (d) Foreign Currencies

  • 1.Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of Group entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.

Exchange differences are generally recognized in profit or loss, except for those differences relating to the following, which are recognized in other comprehensive income:

  • 1) an investment in equity securities designated as at fair value through other comprehensive income;

  • 2) a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; or

  • 3) qualifying cash flow hedges to the extent that the hedges are effective.

161

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

2.Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the presentation currency at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the presentation currency at the average exchange rate. Exchange differences are recognized in other comprehensive income.

When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non controlling interests. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

When the settlement of a monetary receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, exchange differences arising from such a monetary item that are considered to form part of the net investment in the foreign operation are recognized in other comprehensive income.

  • (e) Classification of Current and Non-Current Assets and Liabilities

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

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

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

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

  • 4.The asset is cash or a cash equivalent, unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

A liability is classified as current under one of the following criteria, and all other liabilities are classified as non-current.

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

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

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

  • 4.The Group does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments do not affect its classification.

162

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • (f) Cash and Cash Equivalents

Cash comprises cash on hand and demand deposits. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits which meet the above definition and are held for the purpose of meeting short term cash commitments rather than for investment or other purposes should be recognized as cash equivalents.

Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the consolidated statement of cash flows.

  • (g) Financial instruments

Trade receivables and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

1.Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

On initial recognition, a financial asset is classified as measured at: amortized cost; Fair value through other comprehensive income (FVOCI) – equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

  • 1) Financial assets measured at amortized cost

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

  • ‧it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

  • ‧its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

163

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • 2) Fair value through other comprehensive income (FVOCI)

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

  • ‧it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

  • ‧its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Some trade receivables are held within a business model whose objective is achieved by both collecting contractual cash flows and selling by the Group; therefore, those receivables are measured at FVOCI. However, they are included in the ‘trade receivables’ line item.

On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.

Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.

Dividend income is recognized in profit or loss on the date on which the Group’s right to receive payment is established.

  • 3) Fair value through profit or loss (FVTPL)

All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL, including derivative financial assets. Trade receivables that the Group intends to sell immediately or in the near term are measured at FVTPL; however, they are included in the ‘trade receivables’ line item. On initial recognition, the Group may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

  • 4) Impairment of financial assets

The Group recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, amortized costs, notes and trade receivables, other receivable, leases receivable, guarantee deposit paid and other financial assets).

164

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

The Group measures loss allowances at an amount equal to lifetime ECL, except for the following which are measured as 12-month ECL:

  • ‧debt securities that are determined to have low credit risk at the reporting date; and

  • ‧other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

Loss allowance for trade receivables are always measured at an amount equal to lifetime ECL.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Group ’ s historical experience and informed credit assessment as well as forward-looking information.

Lifetime ECL are the ECL that result from all possible default events over the expected life of a financial instrument.

12-month ECL are the portion of ECL that result from default events that are possible within the 12 month after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

The maximum period considered when estimating ECL is the maximum contractual period over which the Group is exposed to credit risk.

ECL are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive). ECL are discounted at the effective interest rate of the financial asset.

At each reporting date, the Group assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial assets is credit-impaired includes the following observable data:

  • ‧significant financial difficulty of the borrower or issuer;

  • ‧a breach of contract such as a default or being past due;

  • ‧the lender of the borrower, for economic or contractual reasons relating to the borrower s financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider;

  • ‧it is probable that the borrower will enter bankruptcy or other financial reorganization; or

  • ‧the disappearance of an active market for a security because of financial difficulties.

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. For debt securities at FVOCI, the loss allowance is charge to profit or loss and is recognized in other comprehensive income instead of reducing the carrying amount of the asset.

165

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For corporate customers, the Group individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written off. However, financial assets that are written ’ off could still be subject to enforcement activities in order to comply with the Group s procedures for recovery of amounts due.

5) Derecognition of financial assets

The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

The Group enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.

2.Financial liabilities and equity instruments

  • 1) Classification of debt or equity

Debt and equity instruments issued by the Group are classified as financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

2) Equity instrument

An equity instrument is any contract that evidences residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the direct cost of issuing.

3) Financial liabilities

Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.

Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

  • 4) Derecognition of financial liabilities

The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

166

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

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

  • 5) Offsetting of financial assets and liabilities

Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

  • 3.Derivative financial instruments

The Group holds derivative financial instruments to hedge its foreign currency and interest rate exposures. Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a financial asset and certain criteria are met.

Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally recognized in profit or loss.

  • (h) Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is calculated using the weighted average method, and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their present location and condition.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

  • (i) Investment in Associates

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

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

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

Gains and losses resulting from transactions between the Group and an associate are recognized only to the extent of unrelated Group’s interests in the associate.

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

167

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • (j) Investment Property

Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services, or for administrative purposes. Investment property is measured at cost on initial recognition, and subsequently at cost, less accumulated depreciation and accumulated impairment losses. Depreciation expense is calculated based on the depreciation method, useful life, and residual value which are the same as those adopted for property, plant and equipment.

Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount) is recognized in profit or loss.

Rental income from investment property is recognized as other revenue on a straight-line basis over the term of the lease. Lease incentives granted are recognized as an integral part of the total rental income, over the term of the lease.

  • (k) Property, Plant, and Equipment

  • 1.Recognition and measurement

Items of property, plant and equipment are measured at cost (including capitalization of borrowing cost) less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.

  • 2.Subsequent expenditure

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

  • 3.Depreciation

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

Land is not depreciated.

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

are as follows:
1) Buildings 5 years~55 years
2) Medical equipment 2 years~8 years
3) Other equipment 2 years~10 years

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

168

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • (l) Leases

  • (i) Identifying a lease

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:

  • 1) the contract involves the use of an identified asset – this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified; and

  • 2) the customer has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

  • 3) the customer has the right to direct the use of the asset throughout the period of use only if either:

  • the customer has the right to direct how and for what purpose the asset is used throughout the period of use; or

  • the relevant decisions about how and for what purpose the asset is used are predetermined and:

    • - the customer has the right to operate the asset throughout the period of use, without the supplier having the right to change those operating instructions; or

    • - the customer designed the asset in a way that predetermines how and for what purpose it will be used throughout the period of use.

(ii) As a leasee

The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

169

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

  • fixed payments, including in-substance fixed payments;

  • - variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

  • - amounts expected to be payable under a residual value guarantee; and

  • payments for purchase or termination options that are reasonably certain to be exercised.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:

  • there is a change in future lease payments arising from the change in an index or rate; or

  • - ’ there is a change in the Group s estimate of the amount expected to be payable under a residual value guarantee; or

  • - there is a change in the lease term resulting from a change of its assessment on whether it will exercise an option to purchase the underlying asset, or

  • - there is a change of its assessment on whether it will exercise a extension or termination option; or

  • there is any lease modifications

When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.

When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Group accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.

The Group presents right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the statement of financial position.

The Group has elected not to recognize right-of-use assets and lease liabilities for short-term leases of storage room, machinery and parking space that have a lease of low-value assets. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

170

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

(iii) As a leasor

When the Group acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease. If a head lease is a short-term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease.

If an arrangement contains lease and non-lease components, the Group applies IFRS15 to allocate the consideration in the contract.

The Group recognizes a finance lease receivable at an amount equal to its net investment in the lease. Initial direct costs, such as lessors to negotiate and arrange a lease, are included in the measurement of the net investment. The interest income is recognized over the lease term based on a pattern reflecting a constant periodic rate of return on the net investment in the lease. The Group recognizes lease payments received under operating leases as income on a straight-line basis over the lease term as part of ‘other income’.

  • (m) Intangible Assets

1.Recognition and measurement

Goodwill arising on the acquisition of subsidiaries is measured at cost, less accumulated impairment losses.

Other intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.

2.Subsequent expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.

3.Amortization

Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.

171

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

The estimated useful lives for current and comparative periods are as follows:

1) Computer software 1 years~3 years 2) Other intangible assets 2 years~5 years

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

  • (n) Impairment of Non-Financial Assets

At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.

Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

  • (o) Provisions

A provision is recognized if, as a result of a past event, the Group has a present obligation that can be estimated reliably, and it is probably that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.

  • (p) Revenue

  • 1.Revenue from contracts with customers

Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for transferring goods or services to a customer. The Group recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Group’s main types of revenue are explained below.

172

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

1) Sale of goods

The Group recognizes revenue when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and ’ price to sell the products, and there is no unfulfilled obligation that could affect the customer s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Group has objective evidence that all criteria for acceptance have been satisfied.

The Group’s obligation for the sales of goods components under the standard warranty terms is recognized as a provision for warranty.

A receivable is recognized when the goods are delivered as this is the point in time that the Group has a right to an amount of consideration that is unconditional.

2) Services

The Group provides maintenance and warranty services. Revenue from providing services is recognized in the accounting period in which the services are rendered. Under the IFRS 15, the total consideration in the service contracts will be allocated to all services based on their stand-alone selling prices. The stand-alone selling prices will be determined based on the list prices at which the Group sells the services in separate transactions.

3) Financing components

The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the group does not adjust any of the transaction prices for the time value of money.

  • (q) Employee Benefits

  • 1.Defined contribution plans

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

2.Defined benefit plans

The Group’s net obligation in respect of defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

173

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Group recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

3.Other long-term employee benefits

The Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Remeasurements are recognized in profit or loss in the period in which they arise.

4.Termination benefits

Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits and when the Group recognizes costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the reporting date, then they are discounted.

  • 5.Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

  • (r) Share-based Payment

The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.

For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions, and there is no true-up for differences between expected and actual outcomes.

The Group set the grant date on which the board of directors authorized the subscription price and the number of new shares to qualified employees.

174

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • (s) Income Taxes

Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.

Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received. It is measured using tax rates enacted or substantively enacted at the reporting date.

Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:

  • 1.temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction;

  • 2.temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

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

Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset if the following criteria are met:

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

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

  • 1) the same taxable entity; or

  • 2) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improves.

175

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

(t) Earnings per Share

The Group discloses the Company’s basic and diluted earnings per share attributable to ordinary shareholders of the Company. Basic earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding. Diluted earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares.

  • (u) Operating Segments

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the Group). Operating results of the operating segment are regularly reviewed by the Group’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. Each operating segment consists of standalone financial information.

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

Uncertainty

In preparing these consolidated financial statements, management has made judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

The management continues to monitor the accounting estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the next period.

Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the consolidated financial statements is as follows:

Judgment regarding actual control of investees

To determine whether the Group has substantive control over its investees, the Group has assessed relative shareholding ratio to other shareholders, degree of diversified ownership, director seats, potential voting rights, and any other factors that could influence the judgement.

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

The loss allowance of trade receivable

The Group has estimated the loss allowance of trade receivable that is based on the risk of a default occurring and the rate of expected credit loss. The Group has considered historical experience, current economic conditions and forward-looking information at the reporting date to determine the assumptions to be used in calculating the impairments and the selected inputs. The relevant assumptions and input values, please refer to Note (6)(e).

176

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

(6) Explanation of Significant Accounts

  • (a) Cash and cash equivalents
Cash on hand, demand deposits and checking accounts
Time deposits
Cash and cash equivalents in consolidated statement of cash
flows
December 31,
2020
$ 1,756,766
861,698
December 31,
2019
1,586,972
1,241,804

$
2,618,464

2,828,776

The Group interest risk and sensibility analysis of the financial assets and liabilities was disclosed in Note (6)(ad).

  • (b) Financial assets and liabilities at fair value through profit or loss
Mandatorily measured at fair value through profit or loss:
Derivative instruments not used for hedging
Forward foreign exchange contracts
Held-for-trading financial liabilities
Derivative instruments not used for hedging
Forward foreign exchange contracts
December 31,
2020
$
166
December 31,
2019
-
$
46
-

The Group uses derivative financial instruments to hedge the certain foreign exchange and interest risk the Group is exposed to, arising from its operating, financing and investing activities. The following derivative instruments, without the application of hedge accounting, were classified as held-for-trading financial instruments:

Forward foreign exchange contracts:

Forward foreign exchange
contracts purchased
Forward foreign exchange
contracts purchased
December 31, 2020 Maturity period
2021.02~2021.03

2021.01
Amount
(in thousands)
JPY
107,538
USD
400
Currency
JPY against TWD
USD against TWD

177

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • (c) Financial assets at fair value through other comprehensive income
Equity investments at fair value through other
comprehensive income
Domestic listed shares
Foreign listed shares
Domestic unlisted shares
Foreign unlisted shares
Total
December 31,
2020
$ 103,792
194,205
129,680
307,760
December 31,
2019
115,303
174,161
153,089
247,532

$
735,437

690,085
  • 1.Equity investments at fair value through other comprehensive income

The Group designated the investments shown above as equity securities at fair value through other comprehensive income because these equity securities represent those investments that the Group intends to hold for long term for strategic purposes.

The Group has sold its common stocks designated at fair value through other comprehensive income because of operation strategies for the years ended December 31, 2020 and 2019. The shares sold had a fair value of $1,009 thousand and $57,550 thousand, respectively. The Group realized a gain of $301 thousand and $34,596 thousand, respectively, which was included in other comprehensive income, and thereafter, was transferred to retained earnings from other equity.

  • 2.For credit risk and market risk, please refer to Note (6)(ad).

3.As of December 31, 2020 and 2019, the aforesaid financial assets were not pledged as collateral.

  • (d) Financial assets measured at amortized cost
Time deposits with original maturity of more than 3 months December 31,
2020
$
774,526
December 31,
2019
524,614

The Group has assessed that these financial assets are held to maturity to collect contractual cash flows, which consist solely of payments of principal and interest on principal amount outstanding. Therefore, these investments have been classified as financial assets measured at amortized cost.

The market interest rates of the time deposits with original maturity of more than 3 moths were 0.26%~1.76% and 0.66%~2.23% per annum as of December 31, 2020 and 2019, respectively.

178

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

(e) Notes receivable, accounts receivable, lease payment receivable and other receivables

Notes receivable
Other notes receivable
Accounts receivable
Trade receivables - fair value through other comprehensive
income
Lease payment receivable
Other receivables
Less: Loss allowance
Unrealized interests income
December 31,
2020
$ 222,994
184,942
1,286,660
2,815
14,582
2,312,487
(72,628)
(107)
December 31,
2019

277,061

225,191

1,338,712

19,314

14,490

2,466,550

(73,738)
(365)
4,267,215

$
3,951,745

The Group has assessed a portion of its trade receivables that was held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; therefore, such trade receivables were measured at fair value through other comprehensive income.

Arich Enterprise Co., Ltd. (“Arich”) engages in medical logistics services, providing inventory management services, logistics services, customer service and domestic transportation planning services. Arich recognizes the medical logistics service revenue at a percentage of the net profit on its sale of medicines. The inventories for medical logistics services do not belong to Arich. The receivables from customers and the payables to medical companies are classified as other notes receivable, other trade receivables, other notes payable, and other trade payables.

The Group applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information, including macroeconomic and relevant industry information. The loss allowance provision were determined as follows:

Current
1 to 90 days past due
91 to 180 days past due
181 to 365 days past due
More than 365 days past due
December 31, 2020 December 31, 2020 December 31, 2020
Loss allowance
provision
(28,711)
(2,102)
(1,314)
(1,217)
(39,284)
(72,628)
Gross carrying
amount
$ 3,892,987
37,643
11,161
7,185
47,650
Weighted-aver
age loss rate

0.74%

5.58%

11.77%

16.94%
82.44%

$
3,996,626

179

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

Current
1 to 90 days past due
91 to 180 days past due
181 to 365 days past due
More than 365 days past due
December 31, 2019 December 31, 2019 December 31, 2019
Loss allowance
provision
(24,435)
(3,368)
(1,381)
(1,448)
(43,106)
Gross carrying
amount
$ 4,192,338
57,358
8,813
8,190
48,894
Weighted-aver
age loss rate

0.58%

5.87%

15.67%

17.68%
88.16%

$
4,315,593

(73,738)

The Group’s lease payment receivables were as follows:

December 31, 2020
Less than one year
Between one and five years
December 31, 2019
Less than one year
Between one and five years
Gross investment
inthe lease
$ 6,549
9,689
Unearned
finance income

(753)
(903)
Present value of
minimum lease
payments
receivable
5,796
8,786
14,582
5,542
8,948
14,490

$
16,238

(1,656)

$ 6,257
9,501


(715)
(553)

$
15,758

(1,268)

The Group entered into finance lease arrangements for certain vehicles and equipment. All leases were denominated in New Taiwan dollars. The average term of finance leases entered into was 1-5 years.

The interest rate inherent in the leases was fixed at the contract date for the entire lease term. The average effective interest rate contracted was approximately 3.00%~6.00% and 6.00%~7.00% per annum as of December 31, 2020 and 2019.

The lease payment receivables as of December 31, 2020 and 2019 were neither past due nor impaired.

180

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

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

Balance as of January 1
Impairment losses recognized
Amounts written off
Impairment losses reversed
Effect of movements in exchange rate
Balance as of December 31
For the Years Ended December 31,
2020
2019
$ 73,738
71,738
31,727
13,749
(3,996)
(1,926)
(28,818)
(9,683)
(23)
(140)
$
72,628
73,738
2020
$ 73,738
31,727
(3,996)
(28,818)
(23)

$
72,628

As of December 31, 2020 and 2019, the receivables from installment sales were $3,603 thousand and $13,703 thousand, respectively, and the related unrealized interest income were $107 thousand and $365 thousand, respectively.

The Group signed the accounts receivable factoring agreements without recourse with financial institutions. According to the agreements, the Group transfers almost all risks and rewards to debtors, thus is eligible for derecognizing the financial assets. The relevant information of the unexpired accounts receivable at the reporting date were as follows:

December 31, 2020 December 31, 2020 December 31, 2020
Purchaser Amount
Derecognized
$
8,840
Amount
Advanced
Unpaid
-
Amount
Advanced
Paid
8,840
Amount
Recognized in
Other
Receivables
-
Range of
Interest Rate
1.25%-3.19%
1.77%-2.02%
Significant
Transferring
Terms
None
None

$
5,632
-
5,632
-
December 31, 2019 December 31, 2019 December 31, 2019
Purchaser Amount
Derecognized
$
2,495
Amount
Advanced
Unpaid
-
Amount
Advanced
Paid
2,495
Amount
Recognized in
Other
Receivables
-
Range of
Interest Rate
3.89%-6.01%
1.70%-2.37%
Significant
Transferring
Terms
None
None

$
13,613
-
13,613
-

181

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • (f) Inventories
Merchandise
Inventory in-transit
Total
The details of cost of goods sold were as follows :
Cost of goods sold
(Reversal) losses on inventory valuation and obsolescence
Loss on inventory scrapped
Repair and maintenance costs
Others operating costs
Total
December 31,
2020
$ 762,161
89,075
December 31,
2019
766,067
87,118

$
851,236

853,185


For the Years Ended December 31,
2020
2019
$ 4,920,695
4,684,140
(44,175)
31,121
4,795
20,717
117,596
118,717
370,009
364,270
2020
$ 4,920,695
(44,175)
4,795
117,596
370,009

$
5,368,920

5,218,965

The factor leading to the net realizable value of inventories is lower than the cost vanished, so that the reversal gain of inventories is recognized due to the increase in net realizable value for the year ended December 31, 2020.

  • (g) Investments accounted for using equity method

A summary of the Group’s financial information for investments accounted for using the equity method at the reporting date is as follows:

Associates
1.Associates
December 31,
2020
$
2,492,993
December 31,
2019
2,368,562

Associates which are material to the Group consisted of the followings:

Name of
Associates
Nature of
Relationship
with the Group
Main operating
location/ Registered
Country of
the Company

Proportion of shareholding
and voting rights

Proportion of shareholding
and voting rights
December 31,
2020
December 31,
2019
Asia Best
Healthcare
Long-term care
and rehabilitation
services
Cayman Islands 49.38%
49.38%

182

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

1) Asia Best Healthcare:

Current assets
Non-current assets
Current liabilities
Non-Current liabilities
Net assets
Net assets attributable to the Group
Operating revenue
Profit
Other comprehensive income
Total comprehensive income
Dividends received
December 31,
2020
$ 1,156,129
3,978,430
(186,014)
(2,178,146)
December 31,
2019
1,426,680
3,778,958
(247,640)
(2,172,816)

$
2,770,399

2,785,182

$
1,404,421

1,414,743


For the Years Ended December 31,
2020
$
287,505
2019
317,880

$ 124,426
65,634

90,663
30,067

$
190,060

120,730

$
29,974

26,308

The Group’s financial information for investments accounted for using equity method that are individually insignificant was as follows:

Carrying amount of individually
insignificant associates’equity
Attributable to the Group:
Profit
Other comprehensive income
Total comprehensive income
December 31,
2020
$
1,088,572
December 31,
2019
953,819


For the Years Ended December 31,
2020
2019
$ 180,588
144,748
43,123
51,569
2020
$ 180,588
43,123

$
223,711

196,317

183

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

2.Joint ventures

The Group’s financial information for investments in individually insignificant joint venture accounted for using equity method at the reporting date was as follows. These financial information are included in the consolidated financial statements.

Individually insignificant joint venture
Attributable to the Group:
Profit
Other comprehensive income
Total comprehensive income
December 31,
2019
$
-
For the Years
Ended December
31, 2019
$ 623
-
$
623

Before August 2019, the Group and the other shareholder held 49% and 51%, respectively, of the joint venture Excelsior Asset Management Co., Ltd. that is not individually significant.

Under the shareholders’ agreement, the Group and the other shareholder have the power to appoint two and three, respectively, of the five directors of Excelsior Asset Management Co., Ltd. Significant matters should be decided by more than two-thirds of directors present in the meeting, and the directors present in the meeting should be more than two-thirds of all directors. Therefore, the Group and the other shareholders of the joint venture have joint control over Excelsior Asset Management Co., Ltd., which the Group acquired its entire shares and gained control over it on August 2, 2019.

As of December 31, 2020 and 2019, the Group did not provide any investments accounted for using the equity method as collateral.

  • (h) Changes in ownership interests in subsidiaries

The Group subscribed the shares issued for cash by its subsidiary Arich at a percentage different from its existing ownership percentage in April 2020, and a part of shares are available for subscription to employees of Arich. The changes in ownership interests in subsidiaries were recognized as capital surplus amounting to $3,967 thousand for the year ended December 31, 2020.

A part of ordinary shares issued for cash by the Group are available for subscription to employees of its subsidiaries. The changes in ownership interests in subsidiaries were recognized as capital surplus amounting to $957 thousand for the year ended December 31, 2019. For relevant information on share-based payment, please refer to Note (6)(x).

184

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • (i) Material non-controlling interests of subsidiaries

The material non-controlling interests of subsidiaries were as follows:

Subsidiaries Main operating
location/ Registered
Country of
the Company
Proportion of shareholding
and voting rights
December 31,
2020
December 31,
2019
61.50%
61.50%
60.00%
60.50%
December 31,
2020
Dynamic
Arich
Taiwan
Taiwan

The summarized financial information below represents amounts before intragroup eliminations were as follows:

  • 1.Collective financial information of Dynamic and its subsidiaries:
Current assets
Non-current assets
Current liabilities
Non-Current liabilities
Net assets
Non-controlling interests
Operating revenue
Net income
Other comprehensive loss
Total comprehensive income
Profit, attributable to non-controlling interests
Comprehensive income, attributable to non-controlling
interests
December 31,
2020
$ 1,537,172
605,663
(555,670)
(123,968)

$
1,463,197

$
798,341
2020
$
1,009,308

$ 116,642
(7,023)

$
109,619

$
69,215

$
65,286

185

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

Net cash flows from operating activities
Net cash flows from investing activities
Net cash flows from financing activities
Effect of exchange rate changes on cash and cash
equivalents
Net increase (decrease) in cash and cash equivalents
Dividends paid to non-controlling interests
2.Collective financial information of Arich:
Current assets
Non-current assets
Current liabilities
Non-Current liabilities
Net assets
Non-controlling interests
Operating revenue
Net income
Other comprehensive income
Total comprehensive income
Profit, attributable to non-controlling interests
Comprehensive income, attributable to non-controlling
interests
Net cash flows from operating activities
Net cash flows from investing activities
Net cash flows from financing activities
Net increase in cash and cash equivalents
Dividends paid to non-controlling interests
For the Years Ended December 31,
2020
2019
$ 248,551
266,957
17,288
(312,053)
(151,443)
(137,917)
(10,721)
(4,646)
$
103,675
(187,659)
$
63,366
59,549
December 31,
2020
December 31,
2019
$ 3,399,123
3,306,348
548,687
451,658
(2,018,533)
(2,443,440)
(148,573)
(51,871)
$
1,780,704
1,262,695
$
1,068,400
763,776
For the Years Ended December 31,
2020
2019
$
1,251,395
1,112,150
$ 47,249
60,628
62,295
38,836
$
109,544
99,464
$
28,421
36,672
$
65,554
60,163
For the Years Ended December 31,
2020
2019
$ 559,557
564,438
(47,868)
(40,175)
(267,786)
(436,946)
$
243,903
87,317
$
26,745
28,003
2020
$ 559,557
(47,868)
(267,786)

$
243,903

$
26,745

186

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • (j) Property, plant and equipment

The cost, depreciation, and impairment of the property, plant and equipment of the Group for the years ended December 31, 2020 and 2019 were as follows:

Cost or deemed cost:
Balance as of January 1, 2020
Additions
Disposal and obsolescence
Transfer from inventories
Transfer to inventories
Transfer to expenses
Effect of movements in exchange rates
Balance as of December 31, 2020
Balance as of January 1, 2019
Acquisition through business combination
Additions
Disposal and obsolescence
Transfer from inventories
Transfer to inventories
Reclassification and others
Effect of movements in exchange rates
Balance as of December 31, 2019
Depreciation and impairment losses:
Balance as of January 1, 2020
Depreciation for the period
Impairment loss recognized
Disposal and obsolescence
Transfer to inventories
Effect of movements in exchange rates
Balance as of December 31, 2020
Balance as of January 1, 2019
Acquisition through business combination
Depreciation for the period
Impairment loss recognized (reversed)
Disposal and obsolescence
Transfer to inventories
Reclassification and others
Effect of movements in exchange rates
Balance as of December 31, 2019
Land
$ 147,595
-
-
-
-
-
(2,486)
Buildings
268,045
543
(392)
-
-
-
(5,853)
Medical
equipment
328,795
18,151
(22,979)
30,891
(15,592)
-
(2,028)
Miscellaneous
equipment
322,307
9,431
(34,412)
11,264
(11,628)
(400)
(1,473)
Equipment to
be inspected
and
construction in
progress
-
286
-
-
-
-
-
Total
1,066,742
28,411
(57,783)
42,155
(27,220)
(400)
(11,840)

$
145,109

262,343

337,238

295,089
286
1,040,065

$ 75,758
73,564
-
-
-
-
-
(1,727)

98,943
173,167
-
-
-
-
-
(4,065)

257,705
63,049
22,439
(10,893)
35,239
(16,333)
(20,186)
(2,225)

251,331
92,115
28,836
(41,009)
17,536
(24,409)
(1,180)
(913)
7,524
2,476
-
-
-
-
(10,000)
-

691,261
404,371
51,275
(51,902)
52,775
(40,742)
(31,366)
(8,930)

$
147,595

268,045

328,795

322,307
-
1,066,742

$ 4,000
-
-
-
-
-

72,017
4,999
-
(392)
-
(1,028)

199,532
42,756
2,567
(22,680)
(12,658)
(1,844)

230,330
32,892
1,715
(34,326)
(10,827)
(1,327)
-
-
-
-
-
-

505,879
80,647
4,282
(57,398)
(23,485)
(4,199)
$
4,000

75,596

207,673

218,457
-
505,726

$ 4,000
-
-
-
-
-
-
-

39,025
29,550
4,166
-
-
-
-
(724)

154,011
54,226
41,905
(202)
(9,774)
(14,101)
(24,455)
(2,078)

207,880
52,733
27,331
714
(40,294)
(16,304)
(923)
(807)
-
-
-
-
-
-
-
-

404,916
136,509
73,402
512
(50,068)
(30,405)
(25,378)
(3,609)
$
4,000

72,017

199,532

230,330
-
505,879

187

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

Carrying amount:
Balance as of December 31, 2020
Balance as of January 1, 2019
Balance as of December 31, 2019
Land
$
141,109
Buildings
186,747
Medical
equipment
129,565
Miscellaneous
equipment
76,632
Equipment to
be inspected
and
construction in
progress
286
Total
534,339

$
71,758

59,918

103,694

43,451
7,524
286,345

$
143,595

196,028

129,263

91,977

-

560,863

For information on the Group’s acquisition of property, plant and equipment through business combination, please refer to Note (6)(h) of the consolidated financial statements for the year ended December 31, 2019.

As of December 31, 2020 and 2019, the property, plant and equipment of the Group had been pledged as collateral for bank borrowings. Please refer to Note (8).

(k) Right-of-use assets

The Group leases many assets including buildings, machinery and other equipment. Information about leases for which the Group as a lessee was presented below:

Cost:
Balance as of January 1, 2020
Additions
Write-off
Effect of movements in exchange rates
Balance as of December 31, 2020
Balance as of January 1, 2019
Acquisition through business
combination
Additions
Write-off
Others
Effect of movements in exchange rates
Balance as of December 31, 2019
Buildings
$ 314,047
159,298
(21,421)
(139)
Machinery and
equipment
1,065
-
-
-
Other
equipment
1,440
-
-
-
Total
316,552
159,298
(21,421)
(139)

$
451,785
1,065 1,440
454,290

$ 344,316
71,130
4,883
(68,792)
(37,429)
(61)

741
-
324
-
-
-

1,440
-
-
-
-
-

346,497
71,130
5,207
(68,792)
(37,429)
(61)

$
314,047
1,065 1,440
316,552

188

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

Accumulated depreciation and impairment
losses:
Balance as of January 1, 2020
Depreciation for the year
Write-off
Effect of movements in exchange rates
Balance as of December 31, 2020
Balance as of January 1, 2019
Acquisition through business
combination
Depreciation for the year
Write-off
Others
Effect of movements in exchange rates
Balance as of December 31, 2019
Carrying amount:
Balance as of December 31, 2020
Balance as of January 1, 2019
Balance as of December 31, 2019
Buildings
$ 76,046
76,717
(740)
(57)
Machinery and
equipment

383

529

-
-
Other
equipment
1,152
288
-
-
Total
77,581
77,534
(740)
(57)

$
151,966
912 1,440
154,318

$ -
10,864
76,378
(9,730)
(1,360)
(106)
-

-

383

-

-
-

-
-
1,152
-
-
-

-
10,864
77,913
(9,730)
(1,360)
(106)

$
76,046
383 1,152
77,581

$
299,819
153
-

299,972

$
344,316
741 1,440
346,497

$
238,001
682
288

238,971

For information on the Group’s acquisition of right-of-use assets through business combination, please refer to Note (6)(h) of the consolidated financial statements for the year ended December 31, 2019.

The Group added and modified parts of the lease contracts, resulting in an increase in right-of-use assets of $159,298 thousand and $5,207 thousand for the years ended December 31, 2020 and 2019, respectively.

The Group terminated and modified parts of the lease contracts, resulting in a decrease in right-of-use assets of $20,681 thousand and $59,062 thousand for the years ended December 31, 2020 and 2019, respectively.

For the years ended December 31, 2020 and 2019, the Group leases storage room, machinery and parking space under operating lease, please refer to Note (6)(t).

189

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • (l) Investment property

Investment properties are the assets hold by the Group. The period of rental investment properties that cannot be terminated originally is 15 years.

Cost or deemed cost:
Balance as of January 1, 2020
Addition
Balance as of December 31, 2020
Balance as of January 1, 2019
Acquisition through business
combination
Others
Balance as of December 31, 2019
Depreciation and impairment losses:
Balance as of January 1, 2020
Depreciation for the year
Balance as of December 31, 2020
Balance as of January 1, 2019
Acquisition through business
combination
Depreciation for the year
Others
Balance as of December 31, 2019
Book value:
Balance as of December 31, 2020
Balance as of January 1, 2019
Balance as of December 31, 2019
Fair Value:
Balance as of December 31, 2020
Balance as of December 31, 2019
Owned property
Land
Buildings
$ 688,419
109,032
155,331
65,641
Owned property
Land
Buildings
$ 688,419
109,032
155,331
65,641
Land
$ 688,419
155,331

$
843,750

174,673

$ 130,969
324,234
233,216


89,676

66,351
(46,995)

$
688,419

109,032

$ -
-

8,823
4,510
$
-

13,333
$ -
-
-
-

26,436
7,462
3,286
(28,361)
$
-

8,823
$
843,750

161,340

$
130,969

63,240

$
688,419

100,209

190

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

In November 2015, the Group entered into a repurchase agreement with Excelsior Asset Management Co., Ltd. (“ Excelsior Asset” ) regarding the real estate in Taichung. Due to the characteristics of the repurchase agreement, the real estate transaction was considered as financing, in which the proceeds from the transaction was accounted for as debt and asset by the Group and Excelsior Asset. The real estate was recognized without any profit or loss. In August 2019, the Group acquired all shares of Excelsior Asset and signed an agreement of repurchase abandonment, wherein the net liability and asset from the transaction were reclassified to investment property.

For information on the Group’s acquisition of investment property through business combination, please refer to Note (6)(h) of the consolidated financial statements for the year ended December 31, 2019.

The fair value of investment properties was based on a valuation by a qualified independent appraiser. Fair value was measured using comparison approach, income approach and cost approach.

As of December 31, 2020 and 2019, the investment property of the Group had been pledged as collateral for bank borrowings, please refer to Note (8).

  • (m) Intangible assets

The costs, amortization and impairment of the intangible assets of the Group for the years ended December 31, 2020 and 2019, were as follows:

Cost:
Balance as of January 1, 2020
Additions
Disposals
Effect of movements in exchange rates
Balance as of December 31, 2020
Balance as of January 1, 2019
Additions
Acquisition through business combination
Disposals
Effect of movements in exchange rates
Balance as of December 31, 2019
Goodwill
$ 56,044
-
-
153
Software

13,132
4,317
(2,129)
3
Other
intangible
assets
79,335
-
(1,632)
-
Total

148,511
4,317

(3,761)
156
149,223

138,702
727
10,699
(818)
(799)
148,511
$
56,197
15,323 77,703

$ 46,131
-
10,699
-
(786)


13,236
727

-
(818)
(13)

79,335
-
-
-
-

$
56,044

13,132
79,335

191

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

Amortization and impairment loss:
Balance as of January 1, 2020
Amortization
Disposals
Effect of movements in exchange rates
Balance as of December 31, 2020
Balance as of January 1, 2019
Amortization
Impairment loss recognized
Disposals
Effect of movements in exchange rates
Balance as of December 31, 2019
Book value:
Balance as of December 31, 2020
Balance as of January 1, 2019
Balance as of December 31, 2019
Goodwill
$ 27,933
-
-
413
Software

10,831
2,661
(2,129)
5
Other
intangible
assets
77,780
708
(1,632)
-
Total

116,544

3,369

(3,761)
418
116,570

99,117

3,180
15,712
(749)
(716)
116,544
32,653
39,585
31,967
$
28,346
11,368 76,856

$ 12,926
-
15,712
-
(705)


9,225
2,366

-
(749)
(11)

76,966
814
-
-
-

$
27,933

10,831
77,780

$
27,851

3,955

847

$
33,205

4,011
2,369

$
28,111

2,301

1,555

1.Amortization

The amortization of intangible assets is included in the following statement of comprehensive income items:

income items:
Operating costs
Operating expenses
Total
For the Years Ended December 31,
2020
2019
$ 708
814
2,661
2,366
$
3,369
3,180
2020
$ 708
2,661

$
3,369

2.For information on the Group’s acquisition of intangible assets through business combination, please refer to Note (6)(h) of the consolidated financial statements for the year ended December 31, 2019.

192

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • (n) Short-term borrowings
Secured bank loans
Unsecured bank loans
Total
Unused short-term credit lines
Range of interest rates
December 31,
2020
$ 262,498
142,000
December 31,
2020
$ 262,498
142,000
December 31,
2019
10,000
1,202,967
1,212,967
4,180,447
0.96%~3.65%

$
404,498

$
5,371,723

0.85%~1.70%

Please refer to Note (8) for details of the Group’s assets pledged as collateral for bank borrowings.

The Group’s interest risk and sensitivity analysis of financial assets and liabilities were disclosed in Note (6)(ad).

  • (o) Other payables
Logistics services payable
Others
Refund liabilities
Refund liabilities
December 31,
2020
$ 1,528,734
472,615
December 31,
2019
1,300,798
508,973
1,809,771
December 31,
2019
28,146

$
2,001,349

December 31,
2020
$
30,438
  • (p) Refund liabilities

For the medicine selling contract, the Group reduces its revenue by the amount of sales discounts and expected returns, and records it as refund liabilities.

  • (q) Provisions
Warranties
Balance as of January 1, 2020
Additions
Provisions reversed or used
Effect of exchange rate changes
Balance as of December 31, 2020
December 31,
2020
$
15,104
December 31,
2020
$
15,104

193

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

Balance as of January 1, 2019
Additions
Provisions reversed or used
Effect of exchange rate changes
Balance as of December 31, 2019
Warranties
$ 17,237
17,348
(18,001)
(2)

$
16,582

Warranties

The provision for warranty claims represents the present value of management’s best estimate of the future outflow of economic benefits that will be required under the Group’s obligations for warranties under local sale of goods legislation. The estimate had been made on the basis of historical warranty trends and may vary as a result of other events affecting product quality.

  • (r) Long-term borrowings

The details were as follows:

Secured bank loans
Less: current portion
Total
Range of interest rates
December 31,
2020
$ 4,251
(4,251)
December 31,
2019

8,699
(8,055)

$
-

644
4.45%~5.45%
5.50%~6.20%
  • 1.There were no significant issuances, repurchases and repayments of long-term borrowing in 2020 and 2019.

  • 2.Please refer to Note (8) for details of the Group’s assets pledged as collateral for bank borrowings.

  • 3.The Group’s interest risk and sensitivity analysis of financial assets and liabilities were disclosed in Note (6)(ad).

  • (s) Lease liabilities

The carrying amounts of lease liabilities were as follows:

Current
Non-current
December 31,
2020
$
78,369
December 31,
2019
77,418

$
225,457

163,791

For the maturities analysis, please refer to Note (6)(ad).

194

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

There were no significant issuances, repurchases and repayments of lease liabilities in 2020 and 2019.

The Group added and modified parts of the lease contract, resulting in an increase in lease liabilities of $159,080 thousand and $5,207 thousand for the years ended December 31, 2020 and 2019, respectively.

The Group terminated and modified parts of the contract, resulting in a decrease in lease liabilities of $20,792 thousand and $61,582 thousand for the years ended December 31, 2020 and 2019, respectively.

The amounts recognized in profit or loss were as follows:

Interest on lease liabilities
Income from sub-leasing right-of-use assets
Expenses relating to short-term leases
Expenses relating to leases of low-value, excluding short-term
leases of low-value assets
For the Years Ended December 31,
2020
2019
$
3,305
5,114
For the Years Ended December 31,
2020
2019
$
3,305
5,114
2020
$
3,305

$
4,897

5,518

$
7,564

9,806

$
-

42

The amounts recognized in the statement of cash flows for the Group were as follows:

Total cash outflow for leases For the Years Ended December 31,
2020
2019
$
86,468
86,187
2020
$
86,468

1. Buildings leases

As of December 31, 2020, the Group leases buildings for its office space. The leases of office space typically run for a period of 2 to 10 years. Some leases include an option to renew the lease for an additional period of the same duration after the end of the contract term.

The Group sub-leases some of its right-of-use assets under operating leases; please refer to Note (6)(t).

2. Other leases

The Group leases machinery and other equipment, with lease terms of 2 to 3 years. In some cases, the Group has options to purchase the assets at the end of the contract term.

The Group also leases storage room, machinery and parking space with contract terms of 1 to 3 years. These leases are short-term or leases of low-value items. The Group has elected not to recognize right-of-use assets and lease liabilities for these leases.

195

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

(t) Operating leases

Operating leases relate to leases and subleases of housing and leases of equipments with lease terms between 1 to 10 years. The leasees does not have bargain purchase options to acquire the leased housing and equipments at the expiration of the lease periods.

A maturity analysis of lease payments, showing the undiscounted lease payments to be received after the reporting date are as follows:

Within 1 year
1 to 5 years
More than 5 years
December 31,
2020
$ 28,186
37,327
-
December 31,
2019
32,025
50,242
4,440
86,707
$
65,513
  • (u) Employee benefits

1.Defined benefit plans

Reconciliation of defined benefit obligation at present value and plan asset at fair value were as follows:

Present value of defined benefit obligations
Fair value of plan assets
Net defined benefit liabilities
December 31,
2020
$ 106,766
(98,132)
December 31,
2019
100,419
(89,300)
11,119

$
8,634

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

1) Composition of plan assets

The Group allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. With regard to the utilization of the funds, minimum earnings shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.

The Group’s Bank of Taiwan labor pension reserve account balance amounted to $98,005 thousand as of December 31, 2020. For information on the utilization of the labor pension fund assets, including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.

196

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • 2) Movements in present value of the defined benefit obligations

The movements in present value of defined benefit obligations for the Group were as follows:

Defined benefit obligations as of January 1
Current service costs and interest
Remeasurements on the net defined benefit obligation
-Actuarial gains and losses arising from experience
adjustments
-Actuarial gains and losses arising from changes in
demographic assumptions
-Actuarial gains and losses arising from changes in
financial assumptions
Exchange differences on foreign plans
Benefit paid
Defined benefit obligations as of December 31
For the Years Ended December 31,
2020
2019
$ 100,419
105,174
4,174
6,999
(2,713)
(11,005)
814
571
4,065
2,857
7
19
-
(4,196)
For the Years Ended December 31,
2020
2019
$ 100,419
105,174
4,174
6,999
(2,713)
(11,005)
814
571
4,065
2,857
7
19
-
(4,196)
2020
$ 100,419
4,174
(2,713)
814
4,065
7
-
$
106,766

100,419
  • 3) Movements of defined benefit plan assets

The movements in the present value of the defined benefit plan assets for the Group were as follows:

Fair value of plan assets as of January 1
Interest income
Remeasurement on the net defined benefit obilgation
-Return on plan assets (excluding current interest)
Contribution paid by the employer
Exchange differences on foreign plans
Benefits paid
Fair value of plan assets as of December 31
For the Years Ended December 31,
2020
2019
$ 89,300
85,855
732
1,004
2,847
2,814
5,256
3,821
(3)
2
-
(4,196)
For the Years Ended December 31,
2020
2019
$ 89,300
85,855
732
1,004
2,847
2,814
5,256
3,821
(3)
2
-
(4,196)
2020
$ 89,300
732
2,847
5,256
(3)
-
$
98,132

89,300

197

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

4) Expenses recognized in profit or loss

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

Current service costs
Net interest of net liabilities for defined benefit
obligations
Operating costs and expenses
For the Years Ended December 31,
2020
2019
$ 3,416
5,696
26
299
For the Years Ended December 31,
2020
2019
$ 3,416
5,696
26
299
2020
$ 3,416
26
$
3,442
5,995

$
3,442

5,995

5) Actuarial assumptions

The principal actuarial assumptions at the reporting date were as follows:

Discount rate
Future salary increasing rate
December 31,
2020
0.350%%
2.125%~3.750%
December 31,
2019
0.800%~5.220%
2.125%~5.000%

The expected allocation payment to be made by the Group to the defined benefit plans for the one-year period after the reporting date is $2,178 thousand.

The weighted average lifetime of the defined benefits plans is 11~14 years.

6) Sensitivity analysis

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

December 31, 2020
Discount rate
Future salary increasing rate
December 31, 2019
Discount rate
Future salary increasing rate
Influences on defined benefit obligations Influences on defined benefit obligations
Increased 0.25%
and EG Healthcare
Increased 1.00%
$ (2,336)
2,303
$ (2,667)
2,715
Decreased 0.25%
and EG Healthcare
Decreased 1.00%

2,378

(2,239)

2,842

(2,567)

198

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown above. The method used in the sensitivity analysis is consistent with the calculation of the pension liabilities in the balance sheets.

There is no change in the method and assumptions used in the preparation of sensitivity analysis for 2020 and 2019.

2.Defined contribution plans

The Company allocates 6% of each employee’s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under these defined contribution plans, the Company allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.

The pension costs incurred from the contributions to the Bureau of the Labor Insurance amounted to $19,980 thousand and $19,346 thousand for the years ended December 31, 2020 and 2019, respectively.

The foreign Company’s pension costs under the local laws were $2,208 thousand and $4,361 thousand for the years ended December 31, 2020 and 2019, respectively.

  • (v) Income taxes

  • 1.Income tax expense

The components of income tax in the years 2020 and 2019 were as follows:

**For ** **the Years Ended ** December 31,
2020 2019
Current tax expense
Current period $ 95,616 119,243
Adjustment for prior periods (1,675) (660)
93,941 118,583
Deferred tax expense
Origination and reversal of temporary differences 65,716 7,927
Adjustment for prior periods 491 52
Change in unrecognized deductible temporary differences 149 (2,011)
66,356 5,968
Income tax expense from continuing operations $ 160,297 124,551

199

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

The amount of income tax recognized in other comprehensive income for 2020 and 2019 were as follows:

For the Years Ended December 31,
2020
2019
Items that will not be reclassified subsequently to profit or
loss:
Remeasurement from defined benefit plans
$ 394
(1,596)
Unrealized gains (losses) on equity instruments at fair
value through other comprehensive income
(4,150)
6,370
$
(3,756)
4,774
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation
$
24,206
12,174
Reconciliation of income tax and profit before tax for 2020 and 2019 were as follows:
For the Years Ended December 31,
2020
2019
Profit before income tax
$ 829,383
746,825
Income tax using the Group’s domestic tax rate
$ 186,929
156,262
Adjustment in tax rate
(858)
(577)
Permanent differences
(29,548)
(41,117)
Tax-exempt income
(317)
(517)
Unrecognized deductible temporary differences
(4,319)
(14,740)
Unrecognized unused loss carryforwards
7,370
10,113
Adjustments for prior periods-current tax expense
(1,675)
(660)
Adjustments for prior periods-deferred tax expense
491
52
Effect of foreign income tax
1,212
-
Undistributed earnings additional tax
1,012
15,735
Income tax expense
$
160,297
124,551
For the Years Ended December 31,
2020
2019
$ 394
(1,596)
(4,150)
6,370
For the Years Ended December 31,
2020
2019
$ 394
(1,596)
(4,150)
6,370
2020
$ 394
(4,150)

$
(3,756)

4,774

12,174
2020
$ 829,383

$ 186,929
(858)
(29,548)
(317)
(4,319)
7,370
(1,675)
491
1,212
1,012

156,262
(577)
(41,117)
(517)
(14,740)
10,113
(660)
52
-
15,735

$
160,297

124,551
  • 2.Deferred tax assets and liabilities

  • 1) Unrecognized deferred tax assets

Deferred tax assets have not been recognized in respect of the following items:

Tax effect of deductible temporary differences
Tax losses
December 31,
2020
$ 20,594
85,311
December 31,
2019
25,228
78,854
104,082

$
105,905

200

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

2) Recognized deferred tax assets and liabilities

Changes in the amount of deferred tax assets and liabilities for the years ended December 31, 2020 and 2019 were as follows:

Deferred tax assets:
Balance as of January 1, 2020
Recognized in profit or loss
Recognized in other
comprehensive income
Effect of movements in exchange
rates
Balance as of December 31, 2020
Balance as of January 1, 2019
Recognized in profit or loss
Recognized in other
comprehensive income
Effect of movements in exchange
rates
Balance as of December 31, 2019
Deferred tax liabilities:
Balance as of January 1, 2020
Recognized in profit and loss
Recognized in other
comprehensive income
Effect of movements in exchange
rates
Balance as of December 31, 2020
Balance as of January 1, 2019
Recognized in profit or loss
Recognized in other
comprehensive income
Effect of movements in exchange
rates
Balance as of December 31, 2019
Deferred
sales
returns and
allowance
Unrealized
losses on
inventories
Unrealized
gains on
investment
Loss
carry-forw
ards
Others Total
$ 7,183
4,090
-
-

31,289

(8,416)
-
(128)

25,368

(2,055)
-

-

59,520

(15,462)
-
(75)

96,568

(6,615)
24,222

(4)

219,928

(28,458)

24,222

(207)
$
11,273


22,745


23,313


43,983



114,171



215,485

$ 6,768
415
-
-



23,797

7,543
-
(51)



21,638

3,730
-

-



65,026

(5,475)
-
(31)



81,484

5,413
9,671

-



198,713

11,626

9,671
(82)
$
7,183


31,289


25,368


59,520


96,568


219,928

$ -
-
-
-


-
-
-
-


106,425
32,660
-
-



-

-
-
-


9,305
5,238
3,772
(440)



115,730

37,898

3,772

(440)
$
-
- 139,085
-

17,875



156,960
$ -
-
-
-
-
-
-
-

82,724
23,701
-
-


-

-
-
-

22,829
(6,107)
(7,277)
(140)



105,553

17,594

(7,277)

(140)
$
-
- 106,425
-

9,305



115,730

201

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

3.As of December 31, 2020, the Group’s unused prior-years loss carryforwards and the expiry years of the loss carryforwards were as follows:

Year of loss
2014
2015
2016
2017
2018
2019
2020
Unused tax loss
$ 14,049
46,631
15,107
107,415
165,170
178,623
32,818
$
559,813
Year of expiry
2024
2020~2025
2021~2026
2022~2027
2023~2028
2024~2029
2025~2030

4.Assessment of tax

The Company’s income tax returns for the years through 2018 were assessed by the Tax Administration.

  • (w) Capital and other equity

A resolution was passed by the Board of the Comapny on November 7, 2019, for issuance of 130,000 thousand shares, with a par value of $10 per share. The issuance price is $45. A part of shares are reserved for employees. For relative information, please refer to Note (6)(x). The issuance has been approved by the Securities and Futures Bureau of the Financial Supervisory Commission, R.O.C., with January 15, 2020, as the date of capital increase. The related registration procedures were completed, and all issued shares were paid up upon issuance.

  • 1.Share capital
Number of shares authorized (in thousands)
Shares authorized
Number of shares issued and fully paid (in thousands)
Shares issued
December 31,
2020
200,000
December 31,
2019
200,000

$
2,000,000

2,000,000

141,149

128,149

$
1,411,490

1,281,490

A total of 10,000 thousand shares of the Company’s authorized shares are reserved for the issuance of employee share options, convertible bonds with warrants and preferred shares with warrants.

202

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

2.Capital surplus

Capital surplus
Additional paid-in capital arising from ordinary share
Additional paid-in capital arising from bond conversion
Difference between consideration and carrying amount of
subsidiaries acquired or disposed
Changes in ownership interest in subsidiaries
Changes in equity of associates accounted for using equity
method
Others
December 31,
2020
$ 1,822,584
1,072,079
98,181
238,946
457
43,860
December 31,
2019
1,367,584
1,072,079
98,181
234,979
124
43,860
2,816,807

$
3,276,107

3.Retained earnings

The Company’s article of incorporation stipulates that Company’s profit after tax should first be used to offset the prior years’ deficits, including adjustment of unappropriated retained earnings. Of the remaining balance, 10% is to be appropriated as legal reserve, then the special surplus reserve shall be distributed or reversed according to the Laws acts and regulations approved by the Competent authority. The remainder, together with any undistributed retained earnings, including amount of adjusted retained earnings, shall be distributed by the Board of Directors and submitted to the stockholders’ meeting for approval. The distribution of dividends, bonus, legal reserve and capital surplus, distributed by way of cash, shall be decided during the Board meeting, approved by more than half of the directors, with two thirds of directors in attendance; thereafter, to be submitted in the shareholders’ meeting of the Company.

The Company’s Articles also stipulate a dividend policy which is as follows: According to the present and future development plans, the investment environment, capital requirements, domestic and overseas competition, and the benefit of shareholders, the Company should distribute dividends and bonuses to shareholders at no less than 20% of the remaining profit (which is the current net profit less losses of previous years, less the adjustment to retained earnings, and less the appropriation of earnings to the legal reserve). Dividends could be distributed in cash or shares, where cash dividends should not be less than 20% of the total dividends distributed.

According to the amendment of the R.O.C. Company Act in January 2012, the Company must retain 10% of its after-tax annual earnings as legal reserve until such retention equals the amount of total capital. When a company incurs no loss, it may, pursuant to a resolution by a shareholders’ meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.

Items referred to under Rule No. 1010012865 issued by the FSC and the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs” should be appropriated to or reversed from a special reserve by the Company.

203

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

During the Board meeting on March 20, 2020, and the shareholders’ meeting on June 18, 2019, the Board and shareholders approved to distribute the 2019 and 2018 earnings, respectively, as follows:

follows:
Dividends distributed to common
shareholders
Cash
2019
Dividend
per share ($)
Amount

$ 3.30
465,792
2018
Dividend
per share ($)
Amount
3.30
384,447
Dividend
per share ($)
Dividend
per share ($)


$ 3.30
3.30

During the Board meeting on March 12, 2021, the Board approved the cash dividend to distribution of the 2020 earnings, as follows:

Dividends distributed to common shareholders:
Cash
2020
Dividend per
share ($)
Amount
$ 3.50
494,021
2020
Dividend per
share ($)
Amount
$ 3.50
494,021
Dividend per
share ($)
$ 3.50

4.Other equity interest after tax

Balance as of January 1, 2020
Exchange differences on translation of foreign financial statement
Exchange differences on associates accounted for using equity method
Unrealized gains (losses) from financial assets measured at fair value through other
comprehensive income
Unrealized gains (losses) from financial assets measured at fair value through other
comprehensive income, associates accounted for using equity method
Disposal of investments in equity instrunents designated at fair value through other
comprehensive income
Balance as of December 31, 2020
Balance as of January 1, 2019
Exchange differences on translation of foreign financial statement
Exchange differences on associates accounted for using equity method
Unrealized gains (losses) from financial assets measured at fair value through other
comprehensive income
Unrealized gains (losses) from financial assets measured at fair value through other
comprehensive income, associates accounted for using equity method
Disposal of investments in equity instruments designated at fair value through other
comprehensive income
Balance as of December 31, 2019
Exchange
differences on
translation of
foreign financial
statements
$ (107,903)
(138,342)
46,876
-
-
-
Unrealized gains
(losses) from
financial assets
measured at fair
value through
other
comprehensive
income
51,554
-
-
4,723
29,313
(301)
Total
(56,349)
(138,342)
46,876
4,723
29,313
(301)
$
(199,369)

85,289

(114,080)

$ (61,536)
(77,682)
31,315
-
-
-

34,907
-
-
16,142
35,101
(34,596)

(26,629)
(77,682)
31,315
16,142
35,101
(34,596)
$
(107,903)

51,554

(56,349)

204

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

5.Non-controlling interests after tax

For the Years Ended December 31,
2020
2019
Balance, beginning of year
$ 1,685,571
1,535,562
Shares attributed to non-controlling interests
Net income
97,416
107,519
Exchange differences on translation of foreign financial
statements
(8,475)
(4,493)
Unrealized gains or losses from financial assets measured
at fair value through other comprehensive income
38,979
16,535
Gains or losses on remeasurements of defined benefit
plans
(426)
3,566
Shares issued for cash by subsidiaries / others
269,259
-
Cash dividends of subsidiaries distributed to non-controlling
interests
(90,111)
(87,552)
Non-controlling interests of acquiring subsidiaries
(3,406)
113,049
Equity value differences of subsidiaries under equity
method
-
1,385
Balance, end of year
$
1,988,807
1,685,571
For the Years Ended December 31, For the Years Ended December 31,
2019
1,535,562
107,519
(4,493)
16,535
3,566
-
(87,552)
113,049
1,385
$
1,988,807

1,685,571
  • (x) Share-based payment

  • 1.The Company

As of December 31, 2020, the Group had share-based payment arrangements as follows:

Grant date
Number of shares granted
Contract term
Recipients
Vesting conditions
Equity-settled
Cash capital
increase reserved
for employee
subscription
2019.12.18
1,950,000 shares
-
Employees of the
Company and a
part of subsidiaries
-

205

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

1) Determining the fair value of equity instruments granted

The Group used Black-Scholes Model in measuring the fair value of the share-based payment at the grant date. The measurement inputs were as follows:

Fair value at grant date
Share price at grant date
Exercise price
Expected volatility (%)
Expected life (years)
Expected dividend
Risk-free interest rate (%)
2019
Cash capital
increase
reserved for
employee
subscription
$ 8.72
53.70
45.00
9.83%
0.04
- %
0.60%

Expected volatility is based on the weighted average of historical volatility. The Company determined that there were no expected dividends. The risk-free rate is determined based on the rate of 1-3 month time deposits of Bank of Taiwan on the date of measurement. Service and non-market performance conditions attached to the transactions are not considered in determining the fair value.

2) Expense recognized in profit or loss

The Company incurred expenses and liabilities of share-based arrangements in 2020 and 2019 as follows:

Expenses resulting from cash-settled share-based
payment to employees
For the Years Ended December 31,
2020
2019
$
-
3,322
For the Years Ended December 31,
2020
2019
$
-
3,322
2020
$
-

206

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

2.Arich

As of December 31, 2020, Arich had share-based payment arrangements as follows:

Grant date
Number of shares granted
Contract term
Recipients
Vesting conditions
Equity-settled
Cash capital
increase reserved
for employee
**subscription **
2020.4.9
3,000,000 shares
-
Employees of
Arich Enterprise
Co., LTD.
-
  • 1) Determining the fair value of equity instruments granted

Arich used Black-Scholes Model in measuring the fair value of the share-based payment at the grant date. The measurement inputs were as follows:

Fair value at grant date
Share price at grant date
Exercise price
Expected volatility (%)
Expected life (years)
Expected dividend
Risk-free interest rate (%)
2020
Cash capital
increase
reserved for
employee
subscription
$ 4.89
19.80
15.00
71.969%
0.04
- %
0.35%

Expected volatility is based on the weighted average of historical volatility. Arich determined that there were no expected dividends. The risk-free rate is determined based on the rate of 1-3 month time deposits of Bank of Taiwan on the date of measurement. Service and non-market performance conditions attached to the transactions are not considered in determining the fair value.

207

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • 2) Expense recognized in profit or loss

Arich incurred expenses and liabilities of share-based arrangements in 2020 as follows:

For the Year Ended December 31, 2020 Expenses resulting from cash-settled share-based payment to employees $ 4,152

  • (y) Earnings per share

For the years ended December 31, 2020 and 2019, the basic and diluted earnings per share were calculated as follows:

  • 1.Basic earnings per share
Profit attributable to ordinary shareholders of the Company
Weighted average number of ordinary shares (basic)
Diluted earnings per share
Profit attributable to ordinary shareholders of the Company
Weighted average number of ordinary shares (basic)
Effect of employee stock compensation
Weighted average number of ordinary shares (diluted)
For the Years Ended December 31,
2020
2019
$
571,670
514,755
140,652
128,149
For the Years Ended December 31,
2020
2019
$
571,670
514,755
140,652
128,149
767
729
141,419
128,878
2020
$
571,670

140,652
767
141,419

2.Diluted earnings per share

  • (z) Revenue from contracts with customers

  • 1.Disaggregation of revenue

Primary geographical markets:
Taiwan
Hong Kong
China
Philippines
Malaysia
For the Years Ended December 31,
2020
2019
$ 6,351,482
6,106,927
71,858
73,017
130
70,911
136,218
110,772
115,806
95,735
$
6,675,494
6,457,362
2020
$ 6,351,482
71,858
130
136,218
115,806

$
6,675,494

208

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

Major products:
Product revenue
Medical equipment and Supplies
Medicines
Aesthetic medical equipment and Supplies
Household appliances
Other
Repair and maintenance revenue
Other operating revenue
For the Years Ended December 31,
2020
2019
$ 3,833,073
3,608,106
1,108,050
958,838
799,957
992,944
119,381
106,011
78,279
62,281
359,575
246,283
377,179
482,899
$
6,675,494
6,457,362
2020
$ 3,833,073
1,108,050
799,957
119,381
78,279
359,575
377,179

$
6,675,494

(aa) Employee compensation and directors’ remuneration

In accordance with the Articles of Incorporation, the Company should contribute no less than 1% of the profit as employee compensation and no higher than 5% as directors’ remuneration when there is profit for the year. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficits. The amount of compensation for employees may be paid by shares or cash, and the recipients may include the employees of the Company’s affiliated companies. The amount of remuneration to directors may only be paid in cash. Both the employee compensation and directors’ remuneration should be approved by the Board of Directors and reported during the shareholders’ meeting.

For the years ended December 31, 2020 and 2019, the Company estimated its employee compensation amounting to $36,379 thousand and $32,365 thousand, and directors’ remuneration amounting to $18,189 thousand and $16,183 thousand, respectively. The estimated amounts mentioned above are calculated based on the net profit before tax, excluding the compensation to employees and remuneration to directors of each period, multiplied by the percentage specified in the Company’s articles. These remunerations were expensed under operating costs or operating expenses during 2020 and 2019. Related information would be available at the Market Observation Post System website. The aforesaid amounts are identical to those stated in parent-company-only financial statements.

  • (ab) Non-operating income and expenses

1.Interest Income

The details of other income were as follows:

Interest income from bank deposits
Interest income from lease payment receivable
For the Years Ended December 31,
2020
2019
$ 22,097
42,739
1,158
1,899
$
23,255
44,638
2020
$ 22,097
1,158

$
23,255

209

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

2.Other income

The details of other income were as follows:

Dividend income
Other income
For the Years Ended December 31,
2020
2019
$ 23,231
15,424
9,017
11,221
$
32,248
26,645
2020
$ 23,231
9,017

$
32,248

3.Financial costs

The details of financial costs were as follows:

Interest expenses
Bank borrowings
Others
For the Years Ended December 31,
2020
2019
$ 7,439
14,574
3,329
9,246
$
10,768
23,820
2020
$ 7,439
3,329

$
10,768

4.Other gains and losses

The details of other gains and losses were as follows:

(Losses) gains on disposal of property, plant, and equipment
Gain on disposal of subsidiaries
Foreign exchange gains (losses)
Net gains or losses on financial assets (liabilities) measured at
fair value through profit or loss
Impairment loss recognized on non-financial assets
Others
For the Years Ended December 31,
2020
2019
$ (100)
52,061
-
13,167
935
(2,708)
(200)
32
-
(30,285)
12,915
12,739
$
13,550
45,006
2020
$ (100)
-
935
(200)
-
12,915

$
13,550

(ac) Reclassification adjustments of components of other comprehensive income

The details of reclassification of other comprehensive income were as follows:

**For the Years Ended ** December 31,
2020 2019
Equity instruments at fair value through other comprehensive income
Net changes in fair value $
47,551
(8,289)
Net changes of fair value reclassified to retained earnings 301 34,596
Net gains or losses recognized in other comprehensive income $
47,852
26,307

210

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • (ad) Financial instruments

  • Credit risks

  • 1) Credit risk exposure

The carrying amount of financial assets represents the maximum amount exposed to credit risk.

  • 2) Concentration of credit risk

To minimize credit risks of receivables, the Group periodically evaluates the customers’ financial positions and the possibility of collecting trade receivables. And, the impairment losses are always within the management’s expectation. As of December 31, 2020 and 2019, 43% and 39%, respectively, of notes receivable and accounts receivable were two major customers. Thus, credit risk is significantly centralized.

  • 2.Liquidity risks

The following are the contractual maturities of financial liabilities of the Group, excluding the impact of netting arrangements:

December 31, 2020
Non-derivative financial liabilities
Long-term and short-term
borrowings
Payables
Lease liabilities
Derivative financial liabilities
Foreign exchange forward
contracts:
Outflows
Inflows
December 31, 2019
Non-derivative financial liabilities
Long-term and short-term
borrowings
Payables
Lease liabilities
Carrying
amount
Contractual
cash flow

On Demand
or Less than
1 month


1-3
months
3-6
months
6-12
months
1-2years More than
2years
$ 408,749
2,883,615
303,826
11,404
(11,358)

408,749

2,883,615

303,826

11,404

(11,358)

235,706

765,588

6,827

11,404

(11,358)

170,917

397,987

13,230

-

-

2,126

1,648,940

19,556
-
-

-

70,911

38,756
-
-
-

189

67,863
-
-
-

-

157,594
-
-

$
3,596,236



3,596,236



1,008,167


582,134

1,670,622

109,667

68,052

157,594

$ 1,221,666
2,869,049
241,209



1,221,666

2,869,049

241,209



1,213,638

1,127,010

6,476



1,343

268,280

13,064



2,014

1,458,313

19,305



4,027

13,309

38,573



644

2,137

63,047



-

-

100,744

$
4,331,924



4,331,924



2,347,124



282,687



1,479,632



55,909



65,828



100,744

The Group is not expecting that the cash flows included in the maturity analysis could occur significantly earlier or at significantly different amounts.

211

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • 3.Market risks

  • 1) Currency risks

The Group’s significant exposure to foreign currency risk of financial assets and liabilities were as follows:

Functional
currency
Functional
currency
Exchange
rate
Currency December 31, 2020
Foreign
currency
(inthousands)
Carrying amount
(TWD)
$ 4,320
123,033
372,050
102,797
9,377
267,257
6,453,000
170,458
29,897
130,872
108,875
399,999
22,077
149,897
494,625
136,665
December 31, 2019
Foreign
currency
(inthousands)
Carrying amount
(TWD)
$ 8,731
261,756
799,552
220,676
7,795
60,716
5,126,917
134,325
28,878
124,320
103,629
398,867
18,505
130,143
Financial assets
Monetary items
TWD
28.480
TWD
0.276
HKD
7.754
Non-Monetary items
TWD
0.026
USD
0.154
USD
0.129
USD
0.238
Financial liabilities
Monetary items
TWD
0.276
Functional
currency
Exchange
rate

USD

JPY

USD

KRW

CNY

HKD

MYR

JPY
Currency


TWD
Functional
currency
Foreign
currency
(inthousands)
$ 8,731
799,552
7,795
5,126,917
28,878
103,629
18,505
Financial assets
Monetary items
TWD
29.980
TWD
0.276
HKD
7.789
Non-Monetary items
TWD
0.026
USD
0.144
USD
0.128
USD
0.235

USD

JPY

USD

KRW

CNY

HKD

MYR








212

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

Functional
currency
Functional
currency
Exchange
rate
Currency December 31, 2019
Foreign
currency
(inthousands)
Carrying amount
(TWD)
431,975
119,170
Foreign
currency
(inthousands)
431,975
Financial liabilities
Monetary items
TWD
0.276
JPY


TWD

Since the Group has many kinds of currency, the information on foreign exchange gains or losses on monetary items is disclosed by total amount. For the years ended December 31, 2020 and 2019, foreign exchange gains or losses amounted to gains of $935 thousand and losses of $2,708 thousand, respectively.

2) Sensitivity analysis

The Group’s foreign exchange exposure to foreign currency risk arises from foreign currency exchange fluctuations on cash and cash equivalents, accounts receivables and accounts payables. Assuming other variables remain the same, a 1% depreciation or appreciation of the TWD against foreign currency for the years ended December 31, 2020 and 2019 would have increased or decreased the net profit after tax by $2,721 thousand and $3,577 thousand, respectively. The analysis is performed on the same basis for both periods.

3) Interest rate risk

The Group’s financial assets and financial liabilities with interest rate exposure risk were noted in the liquidity risk section.

The following sensitivity analysis is based on the exposure to the interest rate risk of derivative and non-derivative financial instruments on the reporting date. Regarding liabilities with variable interest rates, the analysis is based on the assumption that the amount of liabilities outstanding at the reporting date was outstanding throughout the year.

If the interest rate increases or decreases by 1%, assuming that all other variables remain constant, the Group’s profit will decrease or increase by $7,609 thousand and $1,015 thousand for the years ended December 31, 2020 and 2019, respectively. The changes are mainly due to floating rate bank deposits and borrowings of the Group.

4) Other price risks

Assuming that the analysis is performed on the same basis for both periods, if equity prices had been 1% higher/lower, pre-tax other comprehensive income for the years ended December 31, 2020 and 2019 would have increased/decreased by $7,354 thousand and $6,901 thousand, respectively, as a result of the changes in fair values of financial assets at fair value through other comprehensive income.

213

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

4.Fair value information

  • 1) The categories and fair values of financial instruments

The fair value of financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income is measured on a recurring basis. The carrying amount and fair value of the Group’s financial assets and liabilities, including the information on fair value hierarchy were as follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, and lease liabilities, disclosure of fair value information is not required:

Book value
Financial assets at fair value
through profit or loss
Derivative financial assets
$ 166
Financial assets at fair value
through other comprehensive
income
Domestic listed shares
103,792
Foreign listed shares
194,205
Domestic unlisted shares
129,680
Foreign unlisted shares
307,760
Sub-total
735,437
Financial assets at amortized
cost
Cash and cash equivalents
2,618,464
Time deposits with original
maturity of more than 3
months
774,526
Receivables
3,951,745
Other financial assets
305,798
Sub-total
7,650,533
Total
$
8,386,136
December 31, 2020 December 31, 2020 December 31, 2020 Total
166
Book value
$ 166
Fair value
Level 1
-
Level 2
166
Level 3
-

103,792

194,205

-
-

-

-
-
-
-
-
129,680
307,760
103,792
194,205

129,680
307,760

735,437
297,997 -
437,440

735,437

2,618,464
774,526
3,951,745
305,798


-

-

-
-
-
-
-
-

-
-
-
-

-
-
-
-

7,650,533
- - - -

$
8,386,136
297,997 166 437,440 735,603

214

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

Book value
Financial liabilities at fair value
through profit or loss
Derivative financial liabilities$ 46
Financial liabilities at
amortized cost
Short-term and long-term
borrowings
408,749
Payables
2,883,615
Lease liabilities
303,826
Sub-total
3,596,190
Total
$
3,596,236
Book value
Financial assets at fair value
through other comprehensive
income
Domestic listed shares
$ 115,303
Foreign listed shares
174,161
Domestic unlisted shares
153,089
Foreign unlisted shares
247,532
Sub-total
690,085
Financial assets at amortized
cost
Cash and cash equivalents
2,828,776
Time deposits with original
maturity of more than 3
months
524,614
Receivables
4,267,215
Other financial assets
262,480
Sub-total
7,883,085
Total
$
8,573,170
December 31, 2020 December 31, 2020 December 31, 2020 Total
46
Book value

$ 46
Fair value
Level 1
-
Level 2
46
Level 3
-
408,749
2,883,615
303,826

-

-
-
-
-
-
-
-
-
-
-
-

3,596,190
- - - -

$
3,596,236
- 46 - 46
December 31, 2019 Total
115,303

174,161

153,089
247,532
Fair value
Level 1

115,303

39,895

-
-
Level 2

-

-
-
-
Level 3
-
134,266
153,089
247,532

690,085
155,198 -
534,887

690,085

2,828,776
524,614
4,267,215
262,480


-

-

-
-
-
-
-
-

-
-
-
-

-
-
-
-

7,883,085
- - - -

$
8,573,170
155,198 - 534,887 690,085

215

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

Financial liabilities at
amortized cost
Short-term and long-term
borrowings
Payables
Lease liabilities
Total
December 31, 2019 December 31, 2019 December 31, 2019
Book value
$ 1,221,666
2,869,049
241,209
Fair value Total
-
-
-
Level 1

-

-
-
Level 2
-
-
-
Level 3
-
-
-

$
4,331,924
- - - -
  • 2) Valuation techniques for financial instruments not measured at fair value

The Group ’ s valuation techniques and assumptions used for financial instruments not measured at fair value are as follows:

  • A. Financial assets measured at amortized cost

If the quoted prices in active markets are available, the market price is established as the fair value. However, if quoted prices in active markets are not available, the estimated valuation or prices used by competitors are adopted.

  • B. Financial assets and financial liabilities measured at amortized cost

If there is quoted price generated by transactions, the recent transaction price and quoted price data is used as the basis for fair value measurement. However, if no quoted prices are available, the discounted cash flows are used to estimated fair values.

  • 3) Valuation techniques for financial instruments measured at fair value

The Group considers the financial status, operating analysis, most recent transaction price, non-active market quoted price of related equity instrument, and active-market quoted price of similar instrument, and other information, in determining the input value of its investee companies. Periodically updates of information and input value for the valuation model and any necessary adjustments of fair value are required to ensure that the results of estimation are reasonable.

A.Non-derivative financial instruments

If quoted prices in active markets are available, the prices are established as fair values, such as public quoted company stock.

For the Group’s financial instruments that have no active markets, the measurement of fair values is listed as follows:

Equity instrument that has no quoted price: The method of comparable Listed Company approach is used to estimate the fair value.The main assumption for the method is to determine the fair value by using the transaction price paid for an identical or a similar instrument of an investee.

216

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

B.Derivative financial instruments

Derivative financial instruments are measured by using the common valuation models such as discounted cash flow model and Black-Scholes model.

  • 4) Changes in level 3 of the fair value
Balance as of January 1, 2020
Total gains and losses recognized
In other comprehensive income
Reclassification and effect of movements in exchange
rates
Balance as of December 31, 2020
Balance as of January 1, 2019
Total gains and losses recognized
In profit or loss
In other comprehensive income
Reclassification and effect of movements in exchange
rates
Balance as of December 31, 2019
Financial assets at fair
value through profit
or loss
Fair value through
other comprehensive
income
unquoted equity
instruments
534,887
18,942
(116,389)
Derivative financial
assets
$ -
-
-
$
-

437,440
$ 21
(21)
-
-


361,495

-
(14,209)
187,601
$
-

534,887

For the years ended December 31, 2020 and 2019, total gains and losses included in “other gains and losses”, and “unrealized gains and losses from financial assets at fair value through other comprehensive income” were as follows:

**For the Years Ended ** **December ** 31,
2020 2019
Total gains and losses recognized
In profit or loss, and presented in“other gains and losses”$
-
(21)
In other comprehensive income, and presented in 18,942 (14,209)
“unrealized gains and losses from financial assets at fair
value through other comprehensive income”

217

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • 5) Quantified information for significant unobservable inputs (level 3) used in fair value measurement

The Group’s financial instruments that use Level 3 inputs to measure fair value include “ - financial assets at fair value through other comprehensive income equity investments ” without active market .

Quantified information of significant unobservable inputs was as follows:

**Item ** Valuation techniques Significant
non-observable
inputs
The relationship
between significant
Non-observable
inputs and fairvalue
Financial assets at fair
value through other
comprehensive
income - equity
instruments investments
without an active
market

Comparable Listed
Companies Method

EV/Revenue
Value Multiple
(1.94~2.26 and 1.71
on December 31,
2020 and 2019)

EV/EBITA
Value Multiple
(14.95 on December
31, 2019)

P/B Value
Multiple (1.13~3.98
and 1.11~4.05 on
December 31, 2020
and 2019)

P/E Value
Multiple (28.36 on
December 31, 2019)

Discount due
to Lack of Market
liquidity
(21.53%~30.00%
and 6.45%~33.53%
on December 31,
2020 amd 2019)

The estimated
fair value would
increase (decrease) if
the value multiple is
higher (lower) and
the marketability
discount is lower
(higher)

218

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • 6) Sensitivity analysis for fair values of financial instruments using Level 3 Inputs

The Group’s fair value measurement on financial instruments is reasonable. However, the measurement would differ if different valuation models or valuation parameters are used. For financial instruments using level 3 inputs, if the valuation parameters are changed, the impact on net income or loss and other comprehensive income or loss will be as follows:

December 31, 2020
Financial assets at fair value through
other comprehensive income
Equity instruments without an
active
market
Equity instruments without an active
market
December 31, 2019
Financial assets at fair value through
other comprehensive income
Equity instruments without an active
market
Equity instruments without an active
market
Input Variation Impact on Fair Value Change
on Other Comprehensive
income or loss
Favorable
Change
Unfavorable
Change
$ 22,973
(22,973)
30,951
(30,951)
Impact on Fair Value Change
on Other Comprehensive
income or loss
Favorable
Change
Unfavorable
Change
$ 22,973
(22,973)
30,951
(30,951)
Favorable
Change
Value Multiple
Discount due to
Lack of Market
liquidity
Value Multiple
Discount due to
Lack of Market
liquidity
5%
5%
5%
5%
$ 22,973
30,951
$
53,924

(53,924)

$ 58,032
19,677



(58,032)

(19,677)
$
77,709

(77,709)
  • (ae) Financial risk management

  • 1.Overview

The Group has exposures to the following risks from its financial instruments:

  • 1) credit risk

  • 2) liquidity risk

3) market risk

The following likewise discusses the Group’s objectives, policies and processes for measuring and managing the above mentioned risks. For more disclosures about the quantitative effects of these risks exposures, please refer to the respective notes in the accompanying consolidated financial statements.

219

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

2.Risk management framework

The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The general manager, which reports to the Board of Directors, is responsible for the development of the Group-Wide risk management policy and related systems and reports regularly to the Board of Directors.

The Group’s risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and changes in operation of the Group. The Group, through its training and management standards and procedures, aim to develop a disciplined and constructive control environment, in which all employees understand their roles and obligations.

The Group’s Board of Directors oversees how management monitors compliance with the Group’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group’s Board of Directors is assisted in its oversight role by internal audit. The internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Board of Directors.

3.Credit risk

Credit risk refers to the risk that a counterparty would default on its contractual obligations ’ resulting in financial loss to the Group. As at the end of the reporting period, the Group s maximum exposure to credit risk which will cause a financial loss to the Group due to failure of counterparties to discharge an obligation and financial guarantees provided by the Group could arise from:

  • 1) The carrying amount of the respective recognized financial assets as stated in the consolidated balance sheets; and

  • 2) The amount of contingent liabilities in relation to financial guarantee issued by the Group.

In order to minimize credit risk, the management of the Group has delegated a team responsible for determination of credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate impairment losses are made for irrecoverable amounts.

Please refer to Note (13)(a) for the information of guarantees and endorsements for subsidiaries as of December 31, 2020.

4.Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it always has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

220

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

5.Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, and credit spreads will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return on risk.

The Group buys and sells derivatives, and also incurs financial liabilities, in order to manage market risks. All such transactions are carried out within the guidelines set by the Board of Directors and shareholder’s meeting with the supervision of the internal audit department. Information concerning all market risks of the Group was as follows:

1) Currency risk

The Group had foreign currency sales and purchases, which exposed the Group to foreign currency risk. Exchange rate exposures were managed within approved policy parameters utilizing forward foreign exchange contracts.

  • 2) Interest rate risk

The Group was exposed to interest rate risk because entities in the Group borrowed funds at both fixed and floating interest rates. The Group pays attention to changes in market interest rates in order to make plans to manage interest rate risk.

3) Other price risk

The Group was exposed to price risk through its investments in listed securities. The Group has appointed a special team to monitor and evaluate the price risk.

(af) Capital Management

The Group’s objectives for managing capital to safeguard the capacity to continue to operate, to continue to provide a return on shareholders, to maintain the interest of other related parties, and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the dividend payment to the shareholders, reduce the capital for redistribution to shareholders, issue new shares, or sell assets to settle any liabilities.

The Group use the debt-to-equity ratio to manage capital. This ratio is the total net debt divided by the total capital. The net debt from the balance sheet is derived from the total liabilities less cash and cash equivalents. The total capital and equity include share capital, capital surplus, retained earnings, and other equity plus net debt.

221

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

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

The Group’s investing and financing activities which did not affect the current cash flow in the year ended December 31, 2020 and 2019, were as follows:

For acquisitions of right-of-use assets by leasing, please refer to note 6(k).

Reconciliation of liabilities arising from financing activities were as follows:

Short-term and long-term
borrowings
Lease liabilities
Total liabilities from
financing activities
Short-term borrowings
Lease liabilities
Total liabilities from
financing activities
January 1, 2020
Cash flows
$ 1,221,666
(812,917)
241,209
(75,599)
Non-cash changes
Acquisition
Foreign
exchange
movement
Others
December 31,
2020

-
-
-
408,749
159,080
(72)
(20,792)
303,826


$
1,462,875
(888,516)




159,080
(72)
(20,792)
712,575


January 1,
2019
Cash flows
$ 1,110,000
(323,740)
342,713
(71,225)




Non-cash changes
Acquisition
Foreign
exchange
movement
Others
December 31,
2019

435,630
(224)
-
1,221,666
5,207
1,331
(36,817)
241,209


$
1,452,713
(394,965)




440,837
1,107
(36,817)
1,462,875




(7) Related Party Transactions

  • (a) Names and relationship with related parties

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

Name of related party
Excelsior Investment Co., Ltd.
Excelsior Group Holdings Co., Ltd.
Jiate Excesior Co., Ltd. (Jiate)
Bestchain Healthtaiwan Co., Ltd. (Bestchain)
Visionfront Corporation
Sunrise Health Care Company
Excelsior Renal Service Co., Limited (ERS)
Asia Best Healthcare Co., Limited (ABH)
Asia Best Healthcare Co., Ltd Taiwan Branch
Medifly Co., Ltd.
Asia Best Life Care Technology Co., Ltd.
Excelsior Long Term Care Corporation Entity
Relationship with the Group
Entities with significant influence over the Group

Associate








222

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

Name of related party Relationship with the Group Asia Best Biomedical Co., Ltd. Associate before December 25, 2019 CYJ INTERNATIONAL COMPANY Associate LIMITED (CYJ) Medytox Taiwan Inc. 〞 Arich Best Chain Co., Ltd.(Arich Best Chain) 〞 Exceed Healthcare Co., Ltd. 〞 CYJ International Taiwan Inc. (CYJ Taiwan) Associate before October 1, 2019 Excelsior Asset Management Co., Ltd. Joint venture before August 2, 2019 (Excelsior Asset) Hung Shun Chen Investment Co., Ltd. Other related parties SciVision Biotech Inc. 〞 Excelsior Health Foundation 〞 Caregen Co., Ltd. 〞 RENAL HEALTHCARE SDN. BHD. 〞 Triple AI Technology Co., Ltd. Other related parties before October 19, 2020

  • (b) Significant transactions with related parties

1.Operating revenue

1) Sales revenue

The amounts of significant sales by the Group to related parties were as follows:

Associates - Bestchain
Associates - ERS
Associates - Others
Other related parties
For the Years Ended December 31,
2020
2019
$ 1,789,712
1,596,110
762,596
726,854
23,688
47,951
373
-
For the Years Ended December 31,
2020
2019
$ 1,789,712
1,596,110
762,596
726,854
23,688
47,951
373
-
2020
$ 1,789,712
762,596
23,688
373
$
2,576,369
2,370,915

The aforementioned transactions, except the sales to Bestchain and ERS that were priced on a cost-plus basis, were conducted on normal commercial terms.

223

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

2) Repair and maintenance revenue

The amounts of significant repair and maintenance revenue by the Group to related parties were as follows:

Associates - ERS
Associates - Bestchain
For the Years Ended December 31,
2020
2019
$ 85,521
70,754
2,589
5,345
For the Years Ended December 31,
2020
2019
$ 85,521
70,754
2,589
5,345
2020
$ 85,521
2,589

$
88,110

76,099

3) Other operating revenue-rental revenue

The amounts of significant other operating revenue-rental revenue by the Group to related parties were as follows:

Entities with significant influence over the Group
Associates - CYJ Taiwan
Associates -ABH
Associates -ERS
Associates - Others
Joint venture - Excelsior Asset
Other related parties
For the Years Ended December 31,
2020
2019
$ 72
72
-
3,848
12,720
5,916
4,704
3,141
950
1,001
-
3,224
96
47
For the Years Ended December 31,
2020
2019
$ 72
72
-
3,848
12,720
5,916
4,704
3,141
950
1,001
-
3,224
96
47
2020
$ 72
-
12,720
4,704
950
-
96
$
18,542
17,249

4) Other operating revenue-service revenue

The amounts of significant other operating revenue-service revenue by the Group to related parties were as follows:

Associates
Joint venture - Excelsior Asset
Other related parties
For the Years Ended December 31,
2020
2019
$ 13,041
14,724
-
1,750
166
-
For the Years Ended December 31,
2020
2019
$ 13,041
14,724
-
1,750
166
-
2020
$ 13,041
-
166
$
13,207
16,474

224

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

2.Purchases from related parties

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

Associates
Other related parties
For the Years Ended December 31,
2020
2019
$ 9,059
15,197
108,825
84,260
$
117,884
99,457
2020
$ 9,059
108,825

$
117,884

There is no significant difference in terms and conditions of the purchases from associates between those provided to the third parties.

3.Receivables from related parties

Receivables from related parties were as follows:

Accounted for as
Category of related party
December 31,
2020
December 31,
2019
$ 34
56
362
1,687
455,825
456,715
159,022
146,371
8,970
21,010
2,682
3,992
8
-
$
626,903
629,831
Notes receivable
Associates
Other notes receivable
Associates
Accounts receivable
Associates - Bestchain
Accounts receivable
Associates - ERS
Accounts receivable
Associates - Others
Other receivables
Associates
Other receivables
Other related parties

4.Payables to related parties

Payables to related parties were as follows:

Accounted for as
Category of related party
December 31,
2020
December 31,
2019
$ 4,674
3,484
10,968
13,503
10,460
7,986
$
26,102
24,973
Accounts payable
Associates
Accounts payable
Other related parties
Other payables
Associates

225

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

5.Property transactions

1) Disposals of property, plant and equipment

The disposals of property, plant and equipment to related parties were summarized as follows:

Category of related party For the Years Ended December 31,
2020
2019
Disposal
price
Gains
(losses)
from
disposal
Disposal
price
Gains
(losses)
from
disposal
$
95
95
57
54
For the Years Ended December 31,
2020
2019
Disposal
price
Gains
(losses)
from
disposal
Disposal
price
Gains
(losses)
from
disposal
$
95
95
57
54
2020
Disposal
price
Gains
(losses)
from
disposal
$
95
95
Disposal
price
$
95
Disposal
price
57
Associates

In November 2015, the Group entered into a purchase agreement with Excelsior Asset Management Co., Ltd. regarding the real estate in Xizhi. The transaction of disposal has been completed, resulting in an unrealized profit of $51,898 thousand in January 2016. On August 2, 2019, the Group acquired the remaining 49% shares of Excelsior Asset, wherein it had been reclassified from unrealized to realized profit.

6.Guarantee

As of December 31, 2020 and 2019, the Group provided associates guarantees for loans. The credit limit of the guarantees were $661,200 thousand and $761,200 thousand, respectively, and the amount utilized were $76,000 thousand and $100,000 thousand, respectively.

7.Lease

  • 1) In 2018, the Group rent the office with Excelsior Renal Service Co., Limited. A four-year lease contract was signed, in which the rental fee is determined based on nearby office rental rates. The total value of the contract was $480 thousand. For the years ended December 31, 2020 and 2019, the Group recognized the amount of $2 thousand and $4 thousand as interest expense. As of December 31, 2020 and 2019, the balance of lease liabilities amounted to $139 thousand and $257 thousand, respectively.

  • 2) In 2019, the Group rent the staff dormitory with RENAL HEALTHCARE SDN. BHD. A three-year lease contract was signed, in which the rental fee is determined based on nearby office rental rates. The total value of the contract was $484 thousand. For the years ended December 31, 2020 and 2019 the Group recognized the amount of $12 thousands and $21 thousand as interest expense. As of December 31, 2020 and 2019, the balance of lease liabilities amounted to $158 thousand and $320 thousand, respectively.

226

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

8.Others

Associates and Other related parties
Other revenue-rental revenue
Other revenue
Cost of goods sold
Fright and warehousing expenses
Rent expense
Other expense
Joint venture
Other revenue
Rent expense
Other expense
For the Years Ended December 31,
2020
2019
$ -
279
4,717
2,350
(381)
-
(48,318)
(40,410)
(1,043)
(1,066)
(19,109)
(18,509)
$
(64,134)
(57,356)
$ -
2
-
(1,402)
-
(120)
$
-
(1,520)
2020
$ -
4,717
(381)
(48,318)
(1,043)
(19,109)

$
(64,134)

$ -
-
-
$
-

The aforementioned rentals collected or paid quarterly or monthly were based on prevailing market rates.

As of December 31, 2020 and 2019, the Group had received collections in advance from associates for $1,000 thousand and $120 thousand, respectively.

The outstanding receivables from related parties are unsecured. For the years ended December 31, 2020 and 2019, no impairment loss was recognized for receivables from related parties.

The outstanding payables to related parties are unsecured.

  • (d) Key management personnel compensation

Key management personnel compensation comprised:

Short-term employee benefits
Post-employment benefit
Share-based payment
For the Years Ended December 31,
2020
2019
$ 80,052
80,322
1,462
906
978
2,974
$
82,492
84,202
2020
$ 80,052
1,462
978
$
82,492

227

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

(8) Pledged Assets

The carrying amount of pledged assets were as follows:

Pledged assets Object December 31,
2020
December 31,
2019
$ 181,570
90,815
173,612
159,165
97,822
204,612
929,196
-
$
1,382,200
454,592
Current deposits and time deposits
Notes receivableand other notes
receivable
Property, plant and equipment
Investment property
Bank loans, bank guarantee
and credit card document
receiving service guarantee
Guarantee of short-term
loan or strengthening credit
Bank loans

(9) Significant Commitments and Contingencies

(a) Unrecognized contractual commitments

  1. As of December 31, 2020 and 2019, the unused letters of credit were $82,607 thousand and $77,772 thousand, respectively. The guarantee letters issued by banks for sales contract guarantee and purchase bid of hospital were $544,488 thousand and $691,766 thousand, respectively.

  2. In January 2007, the Company sold 51% equity interest in Jiate Excelsior to a Hong Kong-based company and entered into a joint venture agreement with the Hong Kong-based company. Pursuant to the agreement, the parties had established a joint venture, Excelsior Renal Service, in Hong Kong, of which 49% is held by Excelsior Healthcare, a subsidiary of the Company, and 51% by the Hong Kong-based company. Excelsior Renal Service had established a branch in Taiwan to engage in the sale and lease of medical supplies and equipment. Pursuant to the agreement, the Hong Kong-based company shall also have a right to purchase all of the Company’s equity interest in Jiate Excelsior and all of Excelsior Healthcare’s equity interest in Excelsior Renal Service from the fifth anniversary of the date of the agreement at a price to be negotiated by the parties.

  3. In January 2007, the Company entered into a supply agreement with the Hong Kong-based company mentioned in 2. above. Pursuant to the agreement, the Company shall purchase certain products from the Hong Kong-based company in agreed quantities at agreed prices annually. If the Company fails to purchase the agreed quantities in a year, the Company shall make an additional payment at specified percentages of the values of the under-purchased products.

  4. In September 2010, the Company entered into a license agreement with 3-D Matrix, Ltd. (“3DM”) for ten years. The agreement may be automatically extended for two years unless otherwise notified by either party at least six month prior to the expiration date of the agreement and may be extended in the same manner thereafter. Pursuant to the agreement, 3DM shall grant the Company an exclusive right to develop, sell and manufacture the products mentioned in the agreement in Taiwan, and the Company shall pay a royalty at an agreed amount and shall pay agreed amounts for purchases of inventories within agreed periods after the approvals relating to the products are obtained from the health authorities.

228

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

(10) Losses Due to Major Disasters : None.

  • (11) Subsequent Events : None.

(12) Others

  • (a) The employee benefits, depreciation, depletion and amortization expenses categorized by function were as follows:
were as follows:
By function
By item

For the Years Ended December 31, 2020
For the Years Ended December 31, 2019
Operating
cost
Operating
expense
Total Operating
cost
Operating
expense
Total
Employee benefits
Salary
Labor and health
insurance
Pension
Others
Depreciation
Amortization
173,453
14,585
8,202
9,845
111,561
807

365,401

26,373

17,428

13,450

51,130

3,969

538,854

40,958

25,630

23,295

162,691

4,776

155,446

15,627

8,847

10,862

87,209

914

360,276

25,679

20,855

14,143

67,392

4,726

515,722

41,306

29,702

25,005

154,601

5,640

(13) Other disclosures

  • (a) Information on significant transactions

The following is the information on significant transactions required by the “ Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Group for the year ended December 31, 2020:

  1. Fund financing to other parties: None.

  2. Guarantees and endorsements for other parties:

(Expressed in thousands of New Taiwan dollars)

No.
Endorsement/
guarantee
provider
Counter -party Limitation on
endorsement
/guarantee amount
provided to each
guaranteedparty
Maximum balance
for theyear

Ending balance
Amount actually
drawn
Amount of
endorsement/
guarantee
collateralized by
properties
Ratio of accumulated
endorsement/guarantee
to net equity per latest
financial statements

Maximum
endorsement
guarantee amount
allowance
(Note 9)

Guarantee
provided by parent
company

Guarantee provided
by a subsidiary

Guarantee
provided to
subsidiaries in
Mainland China
Name Nature of
relationship
(Note 2)
0
0
0
0
0
0
The Company




Excelsior Investment
(Malaysia) Co., Ltd.
(Note 4)
Excelsior Asset
Management Co., Ltd.
(Note 4)
EG Healthcare, Inc.
(Note 4)
Bestsmile Co., Ltd.
(Note 4)
Medi-Chem System
Sdn Bhd (Note 4)
Renal Laboratories
Sdn Bhd (Note 4)
2
2
2
2
2
2
1,518,179
1,518,179
1,518,179
1,518,179
1,518,179
1,518,179

88,091

100,000

59,215

20,000

14,745

73,725

58,831

100,000

29,305

10,000

14,240

71,200

-

100,000

-

10,000

1,282

1,282
-

-
-

-

-

-
0.78%
1.32%
0.39%
0.13%
0.19%
0.94%
7,590,897
7,590,897
7,590,897
7,590,897
7,590,897
7,590,897

Y

Y

Y

Y

Y

Y

229

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

No. Endorsement/
guarantee
provider
Counter -party Limitation on
endorsement
/guarantee amount
provided to each
guaranteedparty
Maximum balance
for theyear
Ending balance Amount actually
drawn
Amount of
endorsement/
guarantee
collateralized by
properties

Ratio of accumulated
endorsement/guarantee
to net equity per latest
financial statements

Maximum
endorsement
guarantee amount
allowance
(Note 9)

Guarantee
provided by parent
company

Guarantee provided
by a subsidiary

Guarantee
provided to
subsidiaries in
Mainland China
Name Nature of
relationship
(Note 2)
0

0
1

2

3
The Company

Dynamic Medical
Technologies Inc.
Excelsior Beauty
Co., Ltd.
Arich Enterprise
Co., Ltd.
Excelsior Renal
Service Co., Limited
(Note 3)
Bestchain
Healthtaiwan Co., Ltd.
(Note 3)
Dynamic Medical
Technologies (Hong
Kong) Ltd. (Note 6)
Dynamic Medical
Technologies Inc.
(Note 7)
Taiwan Shionogi Inc.
(Note 5)
1

1
2
3
1
762,596
1,788,061
258,186
66,377
171,415

-

861,200

59,970

1,000

-
-

661,200

54,682

-
-
-

76,000

-
-
-
-

-
-
-
-
-
%
8.71%
4.24%
-
%
-
%

7,590,897

7,590,897

645,465

165,942

890,352



Y

Y

Note 1: the description of number column:

  1. 0 is issuer.

  2. Investees are listed by name and numbered starting with 1.

  3. Note 2: Relationship with the Company

  4. The companies with which it has business relations.

  5. Subsidiaries in which the Company directly or indirectly holds more than 50% of its total outstanding common shares.

  6. The parent company which directly or indirectly holds more than 50% of its voting rights.

  7. Subsidiaries in which the Company directly or indirectly holds more than 90% of its voting rights.

  8. Companies in the same type of business and providing mutual endorsements/ guarantees in favor of each other in accordance with the contractual obligations in order to fulfill the needs of the construction project.

  9. Shareholders making endorsements and/or guarantees for their mutually invested company in proportion to their shareholding percentage.

  10. Companies in the same type of business providing guarantees of pre-sale contracts according to the regulation.

  11. Note 3: For guarantee and endorsement to those companies with business contact, the maximum amount cannot exceed the trading amount between two parties for the current year.

  12. Note 4: The total amount of guarantee and endorsement cannot exceed 20% of the Company’s net asset value from the most recent audited or reviewed report.

  13. Note 5: For guarantee and endorsement from Arich to the Company with business contact, the maximum amount cannot exceed the trading amount between two parties for the most recent 24 months.

  14. Note 6: The total amount of guarantee and endorsement cannot exceed 20% of Dynamic’s net asset value from the most recent audited or reviewed report.

  15. Note 7: The total amount of guarantee and endorsement cannot exceed 20% of Excelsior Beauty Co., Ltd.’s net asset value from the most recent audited or reviewed report.

  16. Note 8: The total amount of guarantee and endorsement cannot exceed the Company’s net asset value from the most recent audited or review report: Dynamic, Excelsior Beauty and Arich cannot exceed 50% of their net asset value from the most recent audited or reviewed report.

  17. Note 9: The aforementioned inter-company transactions have been eliminated in the consolidated financial statements.

  18. Information regarding securities held at balance sheet date (excluding investment in subsidiaries, associates and joint ventures):

(Expressed in thousands of New Taiwan dollars)

Name of holder Category and name
of security
Relationship
with the Company

Account title
Ending balance Ending balance Peak Holding
Percentage
Notes
Number of
shares
Book value Percentage
of shares
Market value

The Company












Stock
SciVision Biotech Inc.
3-D Matrix, Ltd.
Caregen Co., Ltd.
Gie Cheng Co., Ltd.
Missioncare Co., Ltd.
Missioncare Asset
Management Co., Ltd.
Rui Guang Healthcare Co.,
Ltd.
-

-
-
-
-
-
-
Fair value through other
comprehensive income






492,650
297,400
55,500
3,795,000
1,580,526
669,473
2,423,951
30,397
23,747
105,055
21,138
21,827
6,936
24,021

0.81%

0.71%

0.52%

17.25%

1.09%

1.05%

7.15%

30,397

23,747

105,055

21,138

21,827

6,936

24,021

0.81%

1.01%

0.52%

17.25%

1.09%

1.05%

7.26%






230

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

Name of holder Category and name
of security
Relationship
with the Company

Account title
Ending balance Ending balance Peak Holding
Percentage
Notes
Number of
shares
Book value Percentage
of shares
Market value
The Company





Excelsior
Healthcare Co.
Limited
EG Healthcare,
Inc.
Dynamic Medical
Technologies Inc.



Dynamic Medical
Technologies
(Hong Kong)
Ltd.

Excelsior Beauty
Co., Ltd.

Arich Enterprise
Co., Ltd.
Arcos Bio-Tech Corporation
Sunder Biomedical Tech.
Co., Ltd.
Linkon International Golf &
Country Club
Chai Tai Bo Ai Investment
Limited
The Orchard Golf & Country
Club


SciVision Biotech Inc.

Caregen Co., Ltd.
Stock Warrant

Viveve Medical Inc.
Stock
Join Fun Co., Ltd.
Stock
National Pharmaceutical
Logistics Corp., Ltd.

-

-
-
-
-
Other related parties

-

-

Board director of
investee
Fair value through other
comprehensive income






Financial assets at fair
value through profit or
loss
Fair value through other
comprehensive income

51,014
2,279,578
1
10,000
1
1,189,539
34,500
250

263,340
-

294

44,247

8,350

28,026

404

73,395

65,403

-

2,867
279,330

2.71%

3.80%

0.10%

8.00%

-
%

1.95%

0.32%
-
%

19.00%

17.65%

294

44,247

8,350

28,026

404

73,395

65,403

-

2,867

279,330

3.03%

3.80%

0.10%

8.00%

-
%

1.95%

0.32%
-
%

19.00%

17.65%









Note

Note : Act as limited company, no outstanding share.

  1. Accumulated buying/selling of the same marketable securities for which the amount reaches $300 million or 20% or more of paid-in capital: None.

  2. Acquisition of real estate for which the amount reaches $300 million or 20% or more of paid-in capital : None.

  3. Disposition of real estate for which the amount reaches $300 million or 20% or more of paid-in capital: None.

  4. Buying/selling products with the amount reaches $100 million or 20% or more of paid-in capital:

(Expressed in thousands of New Taiwan dollars)

Name of
company
Name of
Counter-party
Relationship Transaction details Transaction details Transaction details Transaction details Transactions with terms
different from others
Transactions with terms
different from others
Account/note receivable
(payable)
Account/note receivable
(payable)
Notes

Purchase/
Sale
Amount Percentage
of total
purchases/
sales

Credit period
Unit price Credit period Balance Percentage of
total accounts/
notes
receivable
(payable)
The Company


Excelsior Renal
Service Co.,
Limited
Bestchain
Healthtaiwan Co.,
Ltd.
Associates
Sales
(762,596)
(1,788,061)

(18.16)%

(42.58)%
Net 30-60 days
Net 30-90 days

-

-
159,022
455,219

15.24%

43.62%
Note 1
Note 1

Note 1: The unit price of cost of goods sold for the Company is based on cost-plus pricing approach by product that is lower than average; because, the expense of goods sold for related parties is lower than average price as well.

Note 2: The aforementioned inter-company transactions have been eliminated in the consolidated financial statements.

231

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  1. Accounts receivable from related parties for which the amount reaches $100 million or 20% or more of paid-in capital:

(Expressed in thousands of New Taiwan dollars)

Name of
related party
Counter-party Relationship Balance of
receivables
from related
party
Turnover
rate
Past-due receivables from
related party
Past-due receivables from
related party
Subsequently
received amount
of receivables
from related
party

Allowances
for bad debts
Amount Action taken
The Company


Excelsior Renal
Service Co.,
Limited
Bestchain
Healthtaiwan Co.,
Ltd.
Associates
159,022
455,219

4.99

3.93

-

-
-
-
157,085
300,359

-

-

Note: The aforementioned inter-company transactions have been eliminated in the consolidated financial statements.

  1. Derivative transactions:

Please refer to Note (6)(b) and (6)(ad) for related information.

  1. Business relationships and significant inter-company transactions:
Number Name of
the company
Name of the
counter-party
Existing
relationship
with the
counter-party
Transaction details during 2020 Transaction details during 2020 Transaction details during 2020 Transaction details during 2020

Account name
Amount Terms of trading Percentage of the
total consolidated
revenue
or total assets
0


1

The Company


Dynamic Medical
Technologies Inc.
EG Healthcare, Inc.

Dynamic Medical
Technologies (Hong
Kong) Ltd.

1
1
3
3
Accounts Receivable
Sales
Accounts Receivable
Sales
22,987
47,680
34,473
66,997
The same as the term
for other general
trading partners
Usual terms and
conditions
The same as the term
for other general
trading partners
Base on cost-plus
pricing
0.16%
0.71%
0.25%
1.00%

Note 1: The numbers denote the following:

  1. 0 represents the Company.

  2. Subsidiaries are listed by names and numbered starting with 1.

Note 2: Relationship with the listed companies:

  1. The Company to subsidiary

  2. Subsidiary to the Company

  3. Subsidiary to subsidiary

Note 3: The transaction amount is calculated as a proportion of the consolidated revenue or assets. If categorized as an asset or liability, the calculation is compared with the consolidated assets; if categorized as income or loss, the calculation is compared with the consolidated income or loss.

Note 4: The aforementioned inter-company transactions have been eliminated in the consolidated financial statements.

232

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

(b) Information on investees:

For the year ended December 31, 2020, the following is the information of investees (excluding investees in Mainland china):

(Amounts Expressed in Thousands of New Taiwan Dollars, Except for Share Data)

Name of the
investor

Name of investee
Location Major operations Initial invest ment amount Ending balan Ending balan ce Peak
Holding
Percentage
Net income
(loss) of the
investee
Investment
income
(losses)
Notes
Ending
balance
Beginning
balance
Shares Ratio of
shares
Book value
The
Company





















Jiate Excesior Co.,
Ltd.
Bestchain
Healthtaiwan Co.,
Ltd.
Arich Enterprise Co.,
Ltd.
Dynamic Medical
Technologies Inc.
Excelsior Healthcare
Co., Limited
Bestsmile Co., Ltd.
Visionfront
Corporation
Sunrise Health Care
Company
Excelsior Medical
Co., Limited (Hong
Kong)
Excelsior Beauty
Co., Ltd.
Excelsior Asset
Management Co.,
Ltd.
Medifly Co., Ltd.
New Taipei
City
New Taipei
City

New Taipei
City
New Taipei
City
British
Virgin
Islands
New Taipei
City
New Taipei
City
New Taipei
City
Hong Kong
New Taipei
City
New Taipei
City
Taichung
Sale, maintenance
and lease of medical
equipment, and
medical management
consultancy service
Sale of medical
equipment and
medicines,
interagation of
warehousing and
information
Sale of medicines,
and logistics service
Sale, maintenance
and lease of laser
medical equipment
for beauty treatment,
and sale of
consumables of
beauty treatment and
cosmetic products
Investment business
Sale of medical
equipment, and
medical management
consultancy service
Sale of medical
equipment, and
medical management
consultancy service
Sale of medical
equipment, and
medical management
consultancy service
Investment business
Sale of aesthetic
medical and
cosmetic health-care
products
Sales of medical
equipment, precision
instrument and real
estate
Sale of medical
equipment and
medicines

5,279
277,647
380,856


180,300

1,244,687

32,093

44,069

18,806

1,588,746
91,984

780,525
31,899

5,279

277,647

197,604

180,300

1,244,687

32,093

44,069

18,806

1,588,746

91,984

780,525

31,899

1,607,200

41,150,196

29,829,742

11,550,425

39,411,623

1,150,874

2,434,870

2,085,547

53,154,741

11,534,804

80,398,900

3,615,976

49.00%

44.68%

40.00%

38.50%
100.00%

98.02%

44.47%

23.97%

64.36%

41.02%
100.00%

28.66%

34,939

510,099

710,324

510,182

1,683,345

5,585

23,259

28,064

1,604,550

136,313

606,569

83,433

49.00%

44.68%

40.00%

38.50%

100.00%

98.02%

44.47%

23.97%

64.36%

41.02%

100.00%

28.66%

30,256

170,165

47,249

115,995

114,217

(1,009)

(1,328)

1,427

76,271

6,719

4,740

49,889

14,826

75,953

18,834

44,658

114,217

(989)

(590)

342

49,088

3,047

4,740

14,298
Associates
Associates
(Note 1)
Subsidiary
(Notes 2、4)
Subsidiary
(Note 4)
Subsidiary
(Notes 4)
Subsidiary
(Note 4)
Associates
Associates
Subsidiary
(Note 4)
Sub-subsidiar
y (Note 4)
Sub-subsidiar
y (Note 4)
Associates

233

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

Name of the
investor

Name of investee
Location Major operations Initial invest ment amount Ending balan Ending balan ce Peak
Holding
Percentage
Net income
(loss) of the
investee
Investment
income
(losses)
Notes
Ending
balance
Beginning
balance
Shares Ratio of
shares
Book value
Excelsior
Healthcare
Co., Limited






Dynamic
Medical
Technologies
Inc.




Dynamic
Medical
Technologies
(Hong Kong)
Ltd.


Excelsior
Beauty Co.,
Ltd.
Excelsior
Medical Co.,
Limited
(Hong Kong)
Excelsior
Investment
(Malaysia)
Co., Ltd.


MEDI-CHE
M
SYSTEMS
SDN. BHD.
EG Healthcare, Inc.
Excelsior Renal
Service Co., Limited
Excelsior Medical
Co., Limited (Hong
Kong)
Excelsior Investment
(Malaysia) Co., Ltd.

Dynamic Medical
Technologies (Hong
Kong) Ltd.
Excelsior Beauty
Co., Ltd.
Medytox Taiwan Inc.


Excelsior Beauty
Limited of Hong
Kong
CYJ
INTERNATIONAL
COMPANY
LIMITED
CYJ International
Taiwan Inc.

Asia Best Healthcare
Co., Ltd.
RENAL
LABORATORIES
SDN. BHD.
MEDI-CHEM
SYSTEMS SDN.
BHD.
RENAL
MANAGEMENT
SDN. BHD.
Philippines
Hong Kong
Hong Kong

British
Virgin
Islands
Hong Kong
New Taipei
City
New Taipei
City
Hong Kong
Hong Kong
New Taipei
City
Cayman
Islands
Malaysia

Malaysia

Malaysia
Sale and lease of
medical equipment,
and medical
management
consultancy service
Sale, maintenance
and lease of medical
equipment, and
medical management
consultancy service
Investment business
Investment business
Sale and
maintenance of
medical equipment
Sale of aesthetic
medical and
cosmetic health-care
products
Sale of cosmetic
health-care products
Sale of professional
weight-loss and
cosmetic health-care
products
Sale and treatment of
hair regrowth and
conditioning
Sale and treatment of
hair protecting and
conditioning
Long-term care
business
Manufacture of
medical equipment
Sale of medical
equipment
Lease business
19,256

312,505

862,529

166,346
382,278
138,745
18,000
-

66,547

97,920
1,395,079
136,982
25,865
1,315

19,256

312,505

862,529

139,467

382,278

138,745

18,000
25,198

66,547

97,920

1,395,079

128,572

7,397

1,315

5,293,453

73,375,728

29,439,829

5,395,436

98,777,228

15,154,496

1,800,000

-

2,150,000

9,792,000

338,800

16,773,586

350,000

200,000

99.99%

49.00%

35.64%
100.00%
100.00%

53.89%

40.00%
-
%

50.00%

80.00%

49.38%

70.00%

70.00%
100.00%

70,349

399,999

888,536

149,897

257,027

174,001

1,192

-

9,864

80,778

1,404,421

168,133

39,093

9,154

99.99%

49.00%

35.64%

100.00%

100.00%

53.89%

40.00%
-
%

50.00%

80.00%

49.38%

70.00%

70.00%

100.00%

14,305

158,817

76,271

(1,295)

10,273

6,719

(1,414)

-

(2,993)

(12,254)

124,426

1,376

(1,372)

256

-


-


-


-


-


-


-

-


-


-


-


-


-


-
Sub-subsidiar
y (Note 4)
Associates
Subsidiary
(Note 4)
Sub-subsidiar
y (Note 4)
Subsidiary
(Note 4)
Subsidiary
(Note 1、4)
Associates
Sub-subsidiar
y (Note 5)
Associates
Sub-subsidiar
y (Note 4)
Associates
Sub-subsidiar
y (Note 4)
Sub-subsidiar
y (Note 4)
Sub-subsidiar
y (Note 4)

Note 1: Including the adjustment made from the unrealized gain/loss with subsidiaries and associates. Note 2: Including the amortization listed by the book value of net identified assets. Note 3: According to the regulations, the Company are required to disclose the share of income/loss of investees. Note 4: The aforementioned inter-company transaction has been eliminated in the consolidated financial statement. Note 5: Excelsior Beauty Limited of Hong Kong has completed liquidation procedure in January, 2020.

234

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • (c) Information on investment in Mainland China:

1. Information on investment in Mainland China:

(Amounts Expressed in Thousands of New Taiwan Dollars)

Name of the
investee
Main Businesses and
products

Total amount of
pain-in capital
Method of

investment
(Note 1)
Accumulated
outflow of
investment
from Taiwan
as of January
1, 2020
Investment flows Investment flows Accumulated
outflow of
investment
from Taiwan
as of December
31, 2020
Net income

(loss) of the
investee
Direct
/indirect
shareholding
(%) by the
Company
Peak
Holding
Percentage
Current
investment
gains and
losses
Carrying
Amount
Accumulated
Inward
Remittance
of Earnings

Out-flow
Inflow
Excelsior
Healthcare
(Shanghai)
Corporation
(Note 3)
Shanghai Lintech
Medicare Co.
(Note 4)
Pacific Beijing
Bo-Ai Medical
Management
Consulting Co.,
Ltd.
SinoExcelsior
Investment Inc.
(Note 5)
Guangzhou
Dynamic Inc.
(Note 6)
Beijing Dynamic
Inc. (Note 7)
National
Pharmaceutical
Logistics Corp.,
Ltd.
Sale and lease of
medical equipment,
and medical
management
consultancy service

Sale of medical
equipment
Investment business
and medical
management
consultancy service
Investment business,
sale and lease of
medical equipment,
and medical
management
consultancy service
Sale and maintenance
of medical equipment

Sale and maintenance
of medical equipment
Medical logistics
-
-
84,187
291,579
44,346
-
370,493
(2)
(2)

(2)

(2)

(2)
(2)

(3)
30,240
29,213
80,327
947,845
119,574
34,424
66,603

-

-

-

-

-

-

-
-
-
-
-
-
-
-
30,240
29,213
80,327
947,845
119,574
34,424
66,603

-

-

(55,283)

4,374

678

-

152,384
-
%
-
%

7.80%

100.00%

100.00%
-
%

17.65%

-
%

-
%

7.80%

100.00%

100.00%

-
%

17.65%

-

-

-

4,374

678

-

-
-
-
28,026

130,872

12,161
-
279,330
-
-

-

-

-
-

49,732

2. Limitation on investment in Mainland China:

Company Accumulated Investment
in Mainland China as of
December 31, 2020
Investment Amounts
Authorized by
Investment Commission, MOEA
Upper Limit on
Investment (Note 8)
The Company
Dynamic
Arich
1,087,625
153,998
66,603
1,289,640
153,998
66,603
4,554,538
774,558
1,068,422

Note 1: Investments in Mainland China are differentiated by the following four methods:

  • (1) Direct investment in Mainland China with remittance through a third region.

  • (2) Indirect investment in Mainland China through an existing investee company in a third region.

(3) Other methods (i.e. entrusted Investment)

Note 2: Recognition of investment gain or loss during current period is pursuant to the following:

  • (1) If the corporation is in the set-up phase, notes are required.

(2) Recognition basis of investment gains or losses is determined by the following three types, and related notes are required.

1) Financial statements of the investee company were audited and certified by an international firm in cooperation with an R.O.C. accounting firm.

2) Financial statements of the investee company were audited and certified by the external accountant of the parent company.

3) Others

Note 3: The liquidation procedure of Excelsior Healthcare (Shanghai) Corporation was completed in March 2016, and the investment had remitted to Excelsior Healthcare Co., Limited in the third place. As of December 31, 2020, the accumulated amount of investment from Taiwan has not been repatriated yet.

Note 4: The disposal of Shanghai Lintech Medicare Co. was completed in December 2015. As of December 31, 2020, the original investment amount of $29,213 thousand from Taiwan has not been repatriated yet.

Note 5: The current investment outflow is not included the direct investment amount of $207,380 thousand through the third region.

Note 6: Guangzhou Dynamic Inc. reduced capital to cover losses amounting to $75,252 thousand in Apirl 2020.

235

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

Note 7: The liquidation procedure of Beijing Dynamic Inc. was completed in November 2018, and the investment had remitted to Dynamic Medical Technologies (Hong Kong) Ltd. in the third place. As of December 31, 2020, the accumulated amount of investment from Taiwan has not been repatriated yet.

Note 8: (1)The upper limit on investment of the Company and Dynamic is the 60% of net value. (2)The upper limit on investment of Arich is the higher of $80,000 thousand or 60% of net value. Note 9: All amounts listed are disclosed in NTD. Note 10: The aforementioned inter-company transactions have been eliminated in the consolidated financial statements.

  1. Significant transactions

The significant inter-company transactions with the subsidiary in Mainland China, which were eliminated in the preparation of consolidated financial statements, are disclosed in “ ” Information of significant transactions .

  • (d) Major shareholders:
Major shareholders:
Shareholding
Shareholders Name
Shares Percentage
Excelsior Investment Co., Ltd. 15,773,454
11.17%
Excelsior Group Holdings Co., Ltd. 14,914,833
10.56%
Bestchain Healthtaiwan Co., Ltd. (Bestchain) 13,865,245
9.82%

(14) Segment Information

  • (a) General information

Information reported to the chief operating decision maker for the purpose of resource allocation and ’ assessment of segment performance focuses on the types of company. Specifically, the Group s reportable segments were as follows:

  • 1.Excelsior segment - the Company.

  • 2.Dynamic segment - Dynamic, Hong Kong Dynamic, Excelsior Beauty, Guangzhou Dynamic, Hong Kong Excelsior Beauty and CYJ Taiwan.

  • 3.Arich segment - Arich.

  • 4.Hong Kong Excelsior segment - Hong Kong Excelsior and SinoExcelsior Investment.

  • 5.Other segment - Bestsmile, Excelsior Healthcare, EG Healthcare, Excelsior Investment (Malaysia), RENAL LABORATORIES SDN. BHD., MEDI-CHEM SYSTEMS SDN. BHD., RENAL MANAGEMENT SDN. BHD. and Excelsior Asset.

  • (b) Information about reportable segments and their measurement and reconciliations

The Group uses the internal management report that the chief operating decision maker reviews as the basis to determine resource allocation and make a performance evaluation. The internal management report includes profit before taxation, but not including any extraordinary activity and foreign exchange gain or losses because taxation, extraordinary activity, and foreign exchange gain or losses are managed on a group basis, and hence they are not able to be allocated to each reportable segment. In addition, not all reportable segments include depreciation and amortization of significant non-cash items. The reportable amount is similar to that in the report used by the chief operating decision maker.

236

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

The operating segment accounting policies are similar to those described in Note (4) “significant accounting policies” except for the recognition and measurement of pension cost, which is on a cash basis.

The Group’s operating segment information and reconciliation are as follows:

For the Years Ended
December 31, 2020
Excelsior
segment
$ 4,141,741
57,999
1,246
Dynamic
segment
1,008,324
984
6,439
Arich
segment

1,251,363

32
406
Hong
Kong
Excelsior
segment
1
-
13,005
Others
Revenue
Revenue from
external
customers
Inter-segment
revenue
Interest revenue
Total
Interest expense
Depreciation and
amortization
Reportable segment
profit (loss)
For the Years Ended
December 31, 2019

$ 4,200,986

1,015,747
1,251,801
13,006


293,319
(76,110)
6,698,749

$ 560
26,029
$
673,009

1,010
80,474
148,690


6,558

34,720
62,717

-
16
76,271



2,871
(231)
10,768
29,620
(3,392)
167,467
102,006
(233,310)
829,383

$ 3,926,744
37,946
4,408

1,177,946
249
8,361


1,111,607

543
605

25,070
148
27,241



215,995
-
6,457,362
5,627
(44,513)
-
4,023
-
44,638
Revenue
Revenue from
external
customers
Inter-segment
revenue
Interest revenue
Total
Interest expense
Depreciation and
amortization
Reportable segment
profit (loss)

$ 3,969,098

1,186,556
1,112,755
52,459


225,645
(44,513)
6,502,000

$ 5,461
28,019
$
598,762

1,215
65,013
157,975


13,292

31,454
74,651

1,934
3,253
34,740



2,038
(120)
23,820
34,550
(2,048)
160,241
82,691
(201,994)
746,825


237

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • (c) Product and service information

Revenue from the external customers of the Group was as follows:

Name of products and services
Product revenue
Medical equipment and supplies
Medicines
Aesthetic medical equipment and supplies
Household appliances
Others
Repair and maintenance revenue
Rental revenue
Other operating revenue
Total
For the Years Ended December 31,
2020
2019
$ 3,833,073
3,608,106
1,108,050
958,838
799,957
992,944
119,381
106,011
78,279
62,281
359,575
246,283
33,230
27,097
343,949
455,802
$
6,675,494
6,457,362
2020
$ 3,833,073
1,108,050
799,957
119,381
78,279
359,575
33,230
343,949

$
6,675,494
  • (d) Geographical information
By region
Revenue from external customers:
Taiwan
Hong Kong
China
Philippines
Malaysia
Total
By region
Non-current assets:
Taiwan
Hong Kong
China
Philippines
Malaysia
British Virgin Islands
Total
For the Years Ended December 31,
2020
2019
$ 6,351,482
6,106,927
71,858
73,017
130
70,911
136,218
110,772
115,806
95,735
$
6,675,494
6,457,362
December 31,
2020
December 31,
2019
$ 1,630,565
1,368,359
1,615
3,324
87
1,466
31,705
30,131
219,402
229,730
10,574
11,131
For the Years Ended December 31,
2020
2019
$ 6,351,482
6,106,927
71,858
73,017
130
70,911
136,218
110,772
115,806
95,735
$
6,675,494
6,457,362
December 31,
2020
December 31,
2019
$ 1,630,565
1,368,359
1,615
3,324
87
1,466
31,705
30,131
219,402
229,730
10,574
11,131
2020
$ 6,351,482
71,858
130
136,218
115,806

$
6,675,494

December 31,
2020
$ 1,630,565
1,615
87
31,705
219,402
10,574

$
1,893,948

1,644,141

Non-current assets include property, plant and equipment, right-of-use assets, investment properties, intangible assets, and other assets, but do not include financial instruments, deferred tax assets, pension assets, and rights from insurance contracts.

238

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • (e) Revenue from main customers
Revenue from main customers
Bestchain
Excelsior Renal Service
For the Years Ended December 31,
2020
2019
$ 1,795,253
1,604,385
860,245
810,261
$
2,655,498
2,414,646
2020
$ 1,795,253
860,245

$
2,655,498

239

5.Financial Statements and Independent Auditors’ Report – Parent Company

Independent AuditorsReport

To the Board of Directors of Excelsior Medical Co., Ltd.:

Opinion

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

In our opinion, based on our audits and the reports of other auditors (please refer to Other Matter paragraph), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2020 and 2019, and its financial performance and its cash flows for the year then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audit of the financial statements as of and for the year ended December 31, 2020 in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, and the auditing standards generally accepted in the Republic of China. Furthermore, we conducted our audit of the financial statements as of and for the year ended December 31, 2019 in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission, and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the report of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Based on our judgment, the key audit matter that should be disclosed in this report is as follows:

  1. Impairment Assessment on Receivables

Please refer to Note (4)(f) for accounting policies of account receivable allowance provision.

Description of key audit matter:

The management of the Company performed its assessment based on the default risk of accounts receivable and the rate of expected loss. Because the assessment of impairment loss of receivables involves critical accounting estimates, which are subject to the judgment of the management, the assessment of the impairment loss of receivables is deemed to be a key audit matter.

240

How the matter was addressed in our audit:

Our main audit procedures in response to the assessment of the impairment of receivables were assessing the reasonableness of the methodology and assumptions used by the management for the impairment assessment of receivables and whether the methodology was adopted consistently, testing the reasonableness of the information used by the management for assessing the impairment of receivables, reviewing the accuracy of the calculation of the allowance for receivables, and evaluating the adequacy of the Company’s disclosure for impairment of receivables.

Other Matter

We did not audit the financial statements of certain subsidiaries, associates and joint ventures, which represented investment in other entities accounted for using the equity method of the Company. Those statements were audited by other auditors, whose reports has been furnished to us, and our opinion, insofar as it relates to the amounts included for such entities, is based solely on the report of other auditors. The investments in such entities accounted for using the equity method were NT$146,436 thousand and NT$101,609 thousand, constituting 2% and 1% of the total assets at December 31, 2020 and 2019, respectively, and the related share of profit of subsidiaries, associates and joint ventures accounted for using the equity method amounted to NT$29,466 thousand and NT$19,784 thousand, constituting 4% and 3% of total profit before tax for the years then ended, respectively.

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

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

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

Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’ s financial reporting process.

Auditors Responsibilities for the Audit of the Financial Statements

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

241

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

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

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

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

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

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

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

242

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

The engagement partners on the audit resulting in this independent auditors’report are Tsao-Jen Wu and Wan-Wan Lin.

KPMG

Taipei, Taiwan (Republic of China) March 19, 2021

Notes to Readers

The accompanying parent company only financial statements are intended only to present the statement of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’report and parent company only financial statements, the Chinese version shall prevail.

243

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD.

BALANCE SHEETS

DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

ASSETS
Current assets:
1100
Cash and cash equivalents (Note (6)(a))
1110
Current financial assets at fair value through profit or loss (Note (6)(b))
1151
Notes receivable (Notes (6)(d))
1170
Accounts receivable (Notes (6)(d))
1180
Accounts receivable due from related parties (Notes (6)(d) and (7))
1200
Other receivables (Notes (6)(d) and (7))
130X
Inventories (Note (6)(e))
1470
Other current assets, others
Non-current assets:
1517
Non-current financial assets at fair value through other comprehensive income (Note (6)(c))
1550
Investments accounted for using equity method (Note (6)(f))
1600
Property, plant and equipment (Notes (6)(h) and (8))
1755
Right-of-use assets (Note (6)(i))
1780
Intangible assets (Note (6)(j))
1840
Deferred tax assets (Note (6)(p))
1975
Net defined benefit asset (Note (6)(o))
1980
Other non-current financial assets (Note (8))
1990
Other non-current assets, others
TOTAL ASSETS
December 31, 2020
Amount
%
$ 439,605
5
166
-
61,208
1
314,322
4
647,234
8
3,806
-
580,389
6
11,055
-
December 31, 2019
Amount
%
749,196
9
-
-
69,446
1
316,921
4
625,171
7
5,492
-
536,676
6
16,701
-
2,319,603
27
305,256
4
5,541,076
66
180,050
2
12,886
-
697
-
64,862
1
3,184
-
8,758
-
8,229
-
6,124,998
73
8,444,601
100
LIABILITIES AND EQUITY
Current liabilities:
2100
Short-term borrowings (Note (6)(k))
2120
Current financial liabilities at fair value through profit or loss (Note (6)(b))
2150
Notes payable
2170
Accounts payable (Note (7))
2200
Other payables (Notes (7))
2230
Current tax liabilities
2280
Current lease liabilities (Note (6)(m))
2399
Other current liabilities, others (Notes (6)(l) and (7))

Non-Current liabilities:
2570
Deferred tax liabilities (Note (6)(p))
2580
Non-current lease liabilities (Notes (6)(m))
2670
Other non-current liabilities, others

Total liabilities
Equity (Note (6)(q)):
3100
Share capital
3200
Capital surplus
3300
Retained earnings
3400
Other equity
Total equity
TOTAL LIABILITIES AND EQUITY
December 31, 2020 December 31, 2020 December 31, 2020
Amount % Amount

2,057,785
24


833,551
10
1,381,462
17

286,012
4
5,936,662
69
177,053
2
4,704
-
1,203
-
83,678
1
5,599
-
9,142
-
7,575
-


141,842
2
107,412
1
2,957
-
9,192
-
166
-
194
-
144,965
2
116,798
1


978,516
12
1,498,260
18


1,411,490
16
1,281,490
15
3,276,107
38
2,816,807
34
3,017,380
35
2,904,393
34
(114,080)
(1)
(56,349)
(1)

6,511,628
76




7,590,897
88
6,946,341
82
$
8,569,413
100


$
8,569,413
100
8,444,601
100

244

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE) EXCELSIOR MEDICAL CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE)

4000
Operating revenue (Notes (6)(t) and (7))
5000
Operating costs (Note (6)(e))
Gross profit from operations
5910
Less: Unrealized profit from sales
5920
Add: Realized profit from sales
Operating expenses:
6100
Selling expenses
6200
Administrative expenses
6450
Expected credit loss (gain) (Note (6)(d))
Net operating income
Non-operating income and expenses:
7100
Interest income (Note (6)(v))
7010
Other income (Notes (6)(v) and (7))
7020
Other gains and losses (Notes (6)(v) and (7))
7050
Finance costs (Note (6)(v))
7060
Share of profit of subsidiaries, associates and joint ventures accounted for using equity method
(Note (6)(f))
7900
Profit before tax
7950
Less: Tax expense (Note (6)(p))
Profit
Other comprehensive income (loss):
8310
Items that will not be reclassified subsequently to profit and loss
8311
Gains (losses) on remeasurements of defined benefit plans
8316
Unrealized gains (losses) from investments in equity instruments measured at fair value through
other comprehensive income
8330
Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for
using equity method, components of other comprehensive income that will not be reclassified
to profit or loss
8349
Less: Income tax related to components of other comprehensive income that will not be
reclassified to profit or loss
Total items that will not be reclassified subsequently to profit and loss
8360
Items that will be reclassified to profit or loss
8361
Exchange differences on translation
8380
Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for
using equity method, components of other comprehensive income that will be reclassified to
profit or loss
8399
Less: Income tax related to components of other comprehensive income that will be reclassified to
profit or loss
Total items that will be reclassified subsequently to profit and loss
Other comprehensive income, net
8500
Total comprehensive income for the year
Earnings per share (Note (6)(s))
9750
Basic earnings per share (NT dollars)
9850
Diluted earnings per share (NT dollars)
For the Y ears End ed December 31, %
100
84
2020 %
100
84
2019
Amount
$ 4,199,740
3,514,008
Amount
3,964,690
3,330,609

685,732
110,977
110,901
16
3
3

634,081
91,697
89,355
16
2
2

685,656
16
631,739
16

206,919
158,015
1,608
5
3
-

208,502
165,637
(5,703)
5
4
-

366,542
8
368,436
9

319,114
8
263,303
7

1,246
6,329
8,456
(560)
338,424
-
-
-
-
8

4,408
3,443
51,115
(5,461)
281,954
-
-
1
-
7

353,895
8
335,459
8

673,009
101,339
16
2

598,762
84,007
15
2

571,670
14
514,755
13

1,572
(18,238)
50,905
1,147
-
-
1
-

3,456
9,375
39,007
(2,836)
-
-
1
-

33,092
1
54,674
1

(110,137)
(3,356)
(22,027)
(3)
-
(1)

(56,139)
(1,456)
(11,228)
(1)
-
-

(91,466)

(2)

(46,367)
(1)

(58,374)

(1)

8,307

-

$
513,296

13

523,062
13

$
4.06 4.02
$ 4.04 3.99

245

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE) EXCELSIOR MEDICAL CO., LTD.

STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Balance as of January 1, 2019
Profit for the year
Other comprehensive income (loss) for the year
Total comprehensive income (loss) for the year
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve reversed
Cash dividends of ordinary share
Changes in equity of associates and joint ventures accounted for using equity method
Changes in ownership interests in subsidiaries
Employee stock options
Disposal of investments in equity instruments designated at fair value through other
comprehensive income
Balance as of December 31, 2019
Profit for the year
Other comprehensive income (loss) for the year
Total comprehensive income (loss) for the year
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends of ordinary share
Changes in equity of associates and joint ventures accounted for using equity method
Capital increased by cash
Changes in ownership interests in subsidiaries
Disposal of investments in equity instruments designated at fair value through other
comprehensive income
Balance as of December 31, 2020
Share capital
Ordinary
shares
$ 1,281,490
-
-
Capital
surplus
Retained earnings Total other equity interest
Exchange
Unrealized gains
(losses) from financial
assets measured at
fair
differences on
translation of
foreign financial
statements
value through
other
comprehensive
income
(61,536)
34,907
-
-
(46,367)
51,243
Total other equity interest
Exchange
Unrealized gains
(losses) from financial
assets measured at
fair
differences on
translation of
foreign financial
statements
value through
other
comprehensive
income
(61,536)
34,907
-
-
(46,367)
51,243
Total equity
6,805,209
514,755
8,307
Legal
reserve
681,883
-
-
Special
reserve
262,832
-
-
Unappropriated
retained earnings
- - - -
518,186

(46,367)

51,243

523,062
-
-
-
-
-
-
-
-
-
-
(176)
957
3,322
-
45,156
-
-
-
-
-
-
-
(236,203)
-
-
-
-
-

(45,156)
236,203
(384,447)
(1,586)
-
-
34,596

-
-
-
-
-
-
-

-
-
-
-
-
-
(34,596)

-
-
(384,447)
(1,762)
957
3,322
-
1,281,490
-
-
2,816,807
-
-
727,039
-
-
26,629
-
-

2,150,725
571,670
(944)
(107,903)
-
(91,466)

51,554
-
34,036
6,946,341
571,670
(58,374)
- - - -
570,726

(91,466)

34,036

513,296
-
-
-
-
130,000
-
-
-
-
-
333
455,000
3,967
-
51,476
-
-
-
-
-
-
-
29,720
-
-
-
-
-

(51,476)
(29,720)
(465,792)
7,490
-
262
301

-
-
-
-
-
-
-

-
-
-
-
-
-
(301)

-
-
(465,792)
7,823
585,000
4,229
-
$
1,411,490
3,276,107 778,515 56,349 2,182,516 (199,369)
85,289
7,590,897

246

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE) EXCELSIOR MEDICAL CO., LTD.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Cash flows from operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Expected credit loss (gain)
Net loss (gain) on financial assets or liabilities at fair value through profit or loss
Interest expense
Interest income
Dividend income
Share-based payments
Share of profit of subsidiaries, associates and joint ventures accounted for using equity method
Reversal of impairment gain on non-financial assets
Unrealized profit from sales
Realized profit from sales
Others
Total adjustments to reconcile profit
Changes in operating assets and liabilities:
Changes in operating assets:
Notes receivable
Accounts receivable
Accounts receivable due from related parties
Other receivables
Inventories
Net defined benefit asset
Other current assets
Total changes in operating assets
Changes in operating liabilities:
Notes payable
Accounts payable
Other payables
Other current liabilities
Net defined benefit liability
Deferred credits
Other operating liabilities
Total changes in operating liabilities
Total changes in operating assets and liabilities
Total adjustments
Cash inflow generated from operations
Interest received
Income taxes paid
Net cash flows from operating activities
For the Years Ended December 31,
2020
2019
$ 673,009
598,762
23,759
26,206
2,270
1,813
1,608
(5,703)
200
(53)
560
5,461
(1,246)
(4,408)
(6,329)
(3,443)
-
3,322
(338,424)
(281,954)
-
(64)
110,977
91,697
(110,901)
(89,355)
400
(50,903)
For the Years Ended December 31,
2020
2019
$ 673,009
598,762
23,759
26,206
2,270
1,813
1,608
(5,703)
200
(53)
560
5,461
(1,246)
(4,408)
(6,329)
(3,443)
-
3,322
(338,424)
(281,954)
-
(64)
110,977
91,697
(110,901)
(89,355)
400
(50,903)
2020
$ 673,009
23,759
2,270
1,608
200
560
(1,246)
(6,329)
-
(338,424)
-
110,977
(110,901)
400
(317,126)
(307,384)

8,238
991
(22,063)
971
(60,184)
(843)
5,646

10,624
22,782
(53,155)
(2,021)
56,450
-
(6,079)

(67,244)

28,601

(4,388)
(94,137)
4,050
1,864
-
-
(28)

4,180
(19,332)
1,181
(1,909)
(745)
(2,740)
-

(92,639)
(19,365)

(159,883)

9,236

(477,009)

(298,148)

196,000
1,961
(67,858)

300,614
4,597
(68,221)

130,103

236,990

247

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE) EXCELSIOR MEDICAL CO., LTD.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Cash flows from investing activities:
Acquisition of financial assets at fair value through other comprehensive income
Proceeds from disposal of financial assets at fair value through other comprehensive income
Acquisition of financial assets at fair value through profit or loss
Proceeds from disposal of financial assets at fair value through profit or loss
Acquisition of investments accounted for using equity method
Acquisition of property, plant and equipment
Acquisition of intangible assets
(Increase) decrease in other financial assets
Increase in other non-current assets
Dividends received
Net cash flows used in investing activities
Cash flows from financing activities:
Increase in short-term borrowings
Decrease in short-term borrowings
Increase in other payables to related parties
Cash dividends paid
Capital increased by cash
Interest paid
Payment of lease liabilities
Net cash flows (used in) from financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
For the Years Ended December 31,
2020
2019
-
(7,362)
1,006
57,295
(320)
-
-
15,200
(183,252)
(626,469)
(920)
(1,415)
(1,369)
(196)
(384)
2,103
(754)
(2,145)
81,808
107,252
For the Years Ended December 31,
2020
2019
-
(7,362)
1,006
57,295
(320)
-
-
15,200
(183,252)
(626,469)
(920)
(1,415)
(1,369)
(196)
(384)
2,103
(754)
(2,145)
81,808
107,252
2020
-
1,006
(320)
-
(183,252)
(920)
(1,369)
(384)
(754)
81,808

(104,185)



(455,737)

-
(450,000)
-
(465,792)
585,000
(924)
(3,793)


450,000

-
3,684

(384,447)

-

(5,097)

(4,572)

(335,509)



59,568

(309,591)
749,196



(159,179)

908,375

$
439,605



749,196

248

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

(1) Company History

Excelsior Medical Co., Ltd. (the Company) was incorporated on March 15, 1988 as a company limited by shares and registered under the Ministry of Economic Affairs, R.O.C. The address of the Company's registered office is 17F., No.880, Zhongzheng Rd., Zhonghe Dist., New Taipei City 235, Taiwan, R.O.C.. The Company engaged primarily in the sale of medical supplies and equipment, medicines and home medical devices.

The Company’s shares were traded on the Taipei Exchange (formerly the GreTai Securities Market) from June 8, 2001 to December 30, 2007 and have been traded on the Taiwan Stock Exchange since December 31, 2007.

(2) Financial Statements Authorization Date and Authorization Process

The financial statements were authorized for issue by the Board of Directors on March 12, 2021.

(3) New Standards, Amendments and Interpretations Adopted:

  • (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. (“FSC”) which have already been adopted.

The Company has initially adopted the following new amendments, which do not have a significant impact on its financial statements, from January 1, 2020:

  • Amendments to IFRS 3 “Definition of a Business”

  • Amendments to IFRS 9, IAS39 and IFRS7 “Interest Rate Benchmark Reform”

  • Amendments to IAS 1 and IAS 8 “Definition of Material”

  • Amendments to IFRS 16 “COVID-19-Related Rent Concessions”

  • (b) The impact of IFRS issued by the FSC but not yet effective

The Company assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2021, would not have a significant impact on its financial statements:

  • Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9”

  • Amendments to IFRS 9, IAS39, IFRS7, IFRS 4 and IFRS 16 “Interest Rate Benchmark - ”

  • Reform Phase 2

249

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE) EXCELSIOR MEDICAL CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC

The following new and amended standards, which may be relevant to the Company, have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:

Standards or Effective date per
Interpretations Content of amendment **IASB **
Amendments to IAS 1 The amendments aim to promote consistency January 1, 2023
“Classification of Liabilities as
in applying the requirements by helping
Current or Non-current” companies
determine
whether,
in
the
statement of balance sheet, debt and other
liabilities with an uncertain settlement date
should be classified as current (due or
potentially due to be settled within one year)
or non-current.
The amendments include clarifying the
classification
requirements
for
debt
a
company might settle by converting it into
equity.
Amendments to IAS 37 The amendments clarify that the‘costs of January 1, 2022
“Onerous Contracts-Cost fulfilling a contract’comprises the costs
of Fulfilling a Contract” that relate directly to the contract as follows:
●the incremental costs – e.g. direct labor
and materials; and
●an allocation of other direct costs – e.g. an
allocation of the depreciation charge for an
item of property, plant and equipment used
in fulfilling the contract.

The Company is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its financial position and financial performance. The results thereof will be disclosed when the Company completes its evaluation.

The Company does not expect the following other new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its financial statements:

  • Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture”

  • IFRS 17 “ Insurance Contracts” and amendments to IFRS 17 “ Insurance Contracts”

  • “ - ”

  • ● Amendments to IAS 16 Property, Plant and Equipment Proceeds before Intended Use

  • Annual Improvements to IFRS Standards 2018-2020

  • Amendments to IFRS 3 “Reference to the Conceptual Framework”

  • Amendments to IAS 1 “Disclosure of Accounting Policies”

  • Amendments to IAS 8 “Definition of Accounting Estimates”

250

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

(4) Summary of Significant Accounting Policies

The significant accounting policies presented in the financial statements are summarized below. The following accounting policies were applied consistently throughout the periods presented in the financial statements.

  • (a) Statement of compliance

These financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to the Regulations).

  • (b) Basis of preparation

  • Basis of measurement

The financial statements have been prepared on historical cost basis except for the following material items in the balance sheet:

  • 1) Financial assets at fair value through profit or loss are measured at fair value;

  • 2) Financial assets at fair value through other comprehensive income are measured at fair value;

  • 3) The defined benefit liabilities (or assets) are measured at fair value of plan assets, net of aggregation of the present value of the defined benefit obligation, with a limit based on a defined benefit asset.

  • Functional and presentation currency

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

  • (c) Foreign Currencies

  • 1.Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of Company at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.

Exchange differences are generally recognized in profit or loss, except for those differences relating to the following, which are recognized in other comprehensive income:

  • 1) an investment in equity securities designated as at fair value through other comprehensive income;

251

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • 2) a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; or

  • 3) qualifying cash flow hedges to the extent that the hedges are effective.

  • 2.Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the presentation currency at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the presentation currency at the average exchange rate. Exchange differences are recognized in other comprehensive income.

When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Company disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Company disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

When the settlement of a monetary receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, exchange differences arising from such a monetary item that are considered to form part of the net investment in the foreign operation are recognized in other comprehensive income.

  • (d) Classification of Current and Non-Current Assets and Liabilities

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

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

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

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

  • 4.The asset is cash or a cash equivalent, unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

A liability is classified as current under one of the following criteria, and all other liabilities are classified as non-current.

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

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

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

  • 4.The Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments do not affect its classification.

252

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • (e) Cash and Cash Equivalents

Cash comprises cash on hand and demand deposits. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits which meet the above definition and are held for the purpose of meeting short term cash commitments rather than for investment or other purposes should be recognized as cash equivalents.

Bank overdrafts that are repayable on demand and form an integral part of the Company’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

  • (f) Financial instruments

Trade receivables and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

1.Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

On initial recognition, a financial asset is classified as measured at: amortized cost; Fair value through other comprehensive income (FVOCI) - equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

  • 1) Financial assets measured at amortized cost

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

  • ‧it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

  • ‧its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

253

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • 2) Fair value through other comprehensive income (FVOCI)

On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.

Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.

Dividend income is recognized in profit or loss on the date on which the Company’s right to receive payment is established.

  • 3) Fair value through profit or loss (FVTPL)

All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL, including derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

  • 4) Impairment of financial assets

The Company recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, amortized costs, notes and trade receivables, other receivables, guarantee deposit paid and other financial assets).

The Company measures loss allowances at an amount equal to lifetime ECL, except for the following which are measured as 12-month ECL:

  • ‧debt securities that are determined to have low credit risk at the reporting date; and

  • ‧other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

Loss allowance for trade receivables are always measured at an amount equal to lifetime ECL.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Company’s historical experience and informed credit assessment as well as forward-looking information.

Lifetime ECL are the ECL that result from all possible default events over the expected life of a financial instrument.

254

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

12-month ECL are the portion of ECL that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

The maximum period considered when estimating ECL is the maximum contractual period over which the Company is exposed to credit risk.

ECL are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive). ECL are discounted at the effective interest rate of the financial asset.

At each reporting date, the Company assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is “credit-impaired” when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable data:

  • ‧significant financial difficulty of the borrower or issuer;

  • ‧a breach of contract such as a default or being past due;

  • ‧the lender of the borrower, for economic or contractual reasons relating to the borrower s financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider;

  • ‧it is probable that the borrower will enter bankruptcy or other financial reorganization; or

  • ‧the disappearance of an active market for a security because of financial difficulties.

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. For debt securities at FVOCI, the loss allowance is charged to profit or loss and is recognized in other comprehensive income instead of reducing the carrying amount of the asset.

The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For corporate customers, the Company individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Company expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due.

  • 5) Derecognition of financial assets

The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

255

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

The Company enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.

  • 2.Financial liabilities and equity instruments

  • 1) Classification of debt or equity

Debt and equity instruments issued by the Company are classified as financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

2) Equity instrument

An equity instrument is any contract that evidences residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the direct cost of issuing.

3) Financial liabilities

Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.

Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

  • 4) Derecognition of financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

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

  • 5) Offsetting of financial assets and liabilities

Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

  • 3.Derivative financial instruments

The Company holds derivative financial instruments to hedge its foreign currency and interest rate exposures. Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a financial asset and certain criteria are met.

Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally recognized in profit or loss.

256

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • (g) Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is calculated using the weighted average method, and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their present location and condition.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

  • (h) Investment in Associates

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

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

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

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

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

  • (i) Investment in subsidiaries

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

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

  • (j) Property, Plant, and Equipment

  • 1.Recognition and measurement

Items of property, plant and equipment are measured at cost (including capitalized borrowing cost) less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

257

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.

  • 2.Subsequent expenditure

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

  • 3.Depreciation

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

Land is not depreciated.

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

are as follows:
1) Buildings 5 years~55 years
2) Medical equipment 2 years~8 years
3) Other equipment 3 years~8 years

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

  • (k) Leases

  • (i) Identifying a lease

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:

  • 1) the contract involves the use of an identified asset – this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified; and

  • 2) the customer has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

  • 3) the customer has the right to direct the use of the asset throughout the period of use only if either:

  • the customer has the right to direct how and for what purpose the asset is used throughout the period of use; or

258

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • the relevant decisions about how and for what purpose the asset is used are predetermined and:

    • - the customer has the right to operate the asset throughout the period of use, without the supplier having the right to change those operating instructions; or

    • - the customer designed the asset in a way that predetermines how and for what purpose it will be used throughout the period of use.

  • (ii) As a leasee

The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

  • fixed payments, including in-substance fixed payments; and

  • - variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:

  • there is a change in future lease payments arising from the change in an index or rate; or

  • there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee; or

  • there is a change in the lease term resulting from a change of its assessment on whether it will exercise an option to purchase the underlying asset, or

  • there is a change of its assessment on whether it will exercise an extension or termination option; or

  • there is any lease modifications

259

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.

When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Company accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.

The Company presents right-of-use assets that do not meet the definition of investment property and lease liabilities as a separate line item respectively in the statement of financial position.

The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases of storage room, and parking space that have a lease of low-value assets. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

  • (iii) As a leasor

When the Company acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease. If a head lease is a short-term lease to which the Company applies the exemption described above, then it classifies the sub-lease as an operating lease.

If an arrangement contains lease and non-lease components, the Company applies IFRS15 to allocate the consideration in the contract.

The Company recognizes lease payments received under operating leases as income on a straight-line basis over the lease term as part of ‘other income’.

(l) Intangible Assets

1.Recognition and measurement

Goodwill arising on the acquisition of subsidiaries is measured at cost, less accumulated impairment losses.

Other intangible assets that are acquired by the Company and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.

260

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

2.Subsequent expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.

  • 3.Amortization

Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.

The estimated useful lives for current and comparative periods are as follows:

1) Computer software 3 years 2) Other intangible assets 2 years~5 years

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

  • (m) Impairment of Non-Financial Assets

At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash generating units (CGUs). Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.

Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

261

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

(n) Provisions

A provision is recognized if, as a result of a past event, the Company has a present obligation that can be estimated reliably, and it is probably that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.

  • (o) Revenue

1.Revenue from contracts with customers

Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Company’s main types of revenue are explained below.

1) Sale of goods

The Company recognizes revenue when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and ’ price to sell the products, and there is no unfulfilled obligation that could affect the customer s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Company has objective evidence that all criteria for acceptance have been satisfied.

The Company’s obligation for the sales of goods components under the standard warranty terms is recognized as a provision for warranty.

A receivable is recognized when the goods are delivered as this is the point in time that the Company has a right to an amount of consideration that is unconditional.

2) Services

The Company provides maintenance and warranty services. Revenue from providing services is recognized in the accounting period in which the services are rendered. Under the IFRS 15, the total consideration in the service contracts will be allocated to all services based on their stand-alone selling prices. The stand-alone selling prices will be determined based on the list prices at which the Company sells the services in separate transactions.

3) Financing components

The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.

262

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • (p) Employee Benefits

  • 1.Defined contribution plans

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

  • 2.Defined benefit plans

The Company’s net obligation in respect of defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings. The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

  • 3.Other long-term employee benefits

The Company’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Remeasurements are recognized in profit or loss in the period in which they arise.

4.Termination benefits

Termination benefits are expensed at the earlier of when the Company can no longer withdraw the offer of those benefits and when the Company recognizes costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the reporting date, then they are discounted.

  • 5.Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

263

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • (q) Share-based Payment

The grant date fair value of equity-settled share based payment arrangements granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.

For share based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions, and there is no true up for differences between expected and actual outcomes.

The Company set the grant date on which the board of directors authorized the subscription price and the number of new shares to qualified employees.

  • (r) Income Taxes

Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.

Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received. It is measured using tax rates enacted or substantively enacted at the reporting date.

Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:

  • 1.temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction;

  • 2.temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

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

Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset if the following criteria are met:

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

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

  • 1) the same taxable entity; or

264

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • 2) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date, and are reduced to the extent that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improves.

  • (s) Earnings per Share

The Company discloses the Company’s basic and diluted earnings per share attributable to ordinary shareholders of the Company. Basic earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding. Diluted earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares.

  • (t) Operating Segments

Please refer to the consolidated financial report of Excelsior Medical Co., Ltd. for the years ended December 31, 2020 and 2019 for the operating segments information.

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

Uncertainty

In preparing these financial statements in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, management has made judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

The management continues to monitor the accounting estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the next period.

Accounting policies which influence material judgment and has significant impact on prices recognized in parent-company-only financial statements is as follows:

To identify whether the Company has actual control to investee, please refer to the consolidated financial statements for the year ended December 31, 2020.

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

The loss allowance of trade receivable

The Company has estimated the loss allowance of trade receivable that is based on the risk of a default occurring and the rate of expected credit loss. The Company has considered historical experience, current economic conditions and forward-looking information at the reporting date to determine the assumptions to be used in calculating the impairments and the selected inputs. The relevant assumptions and input values, please refer to note (6)(d).

265

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

(6) Explanation of Significant Accounts

  • (a) Cash and cash equivalents
Cash on hand, demand deposits and checking accounts
Time deposits
Cash and cash equivalents in statement of cash flows
December 31,
2020
$ 439,096
509
December 31,
2019
599,296
149,900
$
439,605

749,196

The Company interest risk and sensibility analysis of the financial assets and liabilities was disclosed in Note (6)(x).

  • (b) Financial assets and liabilities at fair value through profit or loss
Mandatorily measured at fair value through profit or loss:
Derivative instruments not used for hedging
Forward foreign exchange contracts
Held-for-trading financial liabilities
Derivative instruments not used for hedging
Forward foreign exchange contracts
December 31,
2020
$
166
December 31,
2019
-
$
46
-

The Company uses derivative financial instruments to hedge the certain foreign exchange and interest risk the Company is exposed to, arising from its operating, financing and investing activities. The following derivative instruments, without the application of hedge accounting, were classified as held-for-trading financial instruments:

Forward foreign exchange contracts:

December 31, 2020

Forward foreign exchange
contracts purchased
Forward foreign exchange
contracts purchased
Amount
(in thousands)
JPY
107,538
USD
400
Currency

JPY to TWD


USD to TWD
Maturity period
2021.2~2021.3
2021.1

266

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • (c) Financial assets at fair value through other comprehensive income
Equity investments at fair value through other
comprehensive income
Domestic listed shares
Foreign listed shares
Domestic unlisted shares
Total
December 31,
2020
$ 30,397
128,802
126,813
December 31,
2019
33,961
122,693
148,602
305,256

$
286,012
  • 1.Equity investments at fair value through other comprehensive income

The Company designated the investments shown above as equity securities at fair value through other comprehensive income because these equity securities represent those investments that the Company intends to hold for long term for strategic purposes.

The Company has sold its common stocks designated at fair value through other comprehensive income because of operation strategies for the years ended December 31, 2020 and 2019. The shares sold had a fair value of $1,009 thousand and $57,550 thousand, respectively. The Company realized a gain of $301 thousand and $34,596 thousand, respectively, which is already included in other comprehensive income, and thereafter, was transferred to retained earnings from other equity.

2.For credit risk and market risk, please refer to Note (6)(x).

3.As of December 31, 2020 and 2019, the aforesaid financial assets were not pledged as collateral.

  • (d) Notes receivable, accounts receivable and other receivables
Notes receivable
Accounts receivable
Trade receivables - fair value through other comprehensive
income
Other receivables
Less: Loss allowance
Net
December 31,
2020
$ 61,208
982,406
-
3,806
(20,850)
December 31,
2019

69,446

955,450
5,884

5,492
(19,242)
1,017,030

$
1,026,570

The Company has assessed a portion of its trade receivables that was held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; therefore, such trade receivables were measured at fair value through other comprehensive income.

267

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

The Company applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information, including macroeconomic and relevant industry information. The loss allowance provision was determined as follows:

Current
1 to 90 days past due
91 to 180 days past due
181 to 365 days past due
More than 365 days past due
Current
1 to 90 days past due
91 to 180 days past due
181 to 365 days past due
More than 365 days past due
December 31, 2020 December 31, 2020
Loss allowance
provision
(16,604)
(501)
(29)
-
(3,716)
(20,850)

Loss allowance
provision
(14,466)
(776)
(281)
(191)
(3,528)
(19,242)
Gross carrying
amount
$ 1,043,167
508
29
-
3,716

$
1,047,420
Gross carrying
amount
Weighted-aver
age
loss rate

1.40%

98.23%

100%

100%

100%
$ 1,031,482
790
281
191
3,528

$
1,036,272

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

Balance as of January 1
Impairment losses recognized
Impairment losses reversed
Balance as of December 31
For the Years Ended December 31,
2020
2019
$ 19,242
24,945
1,608
-
-
(5,703)
$
20,850
19,242
2020
$ 19,242
1,608
-
$
20,850

268

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • (e) Inventories
Merchandise
Inventory in-transit
Total
The details of cost of goods sold were as follows :
Cost of goods sold
(Reversal) losses on inventory valuation and obsolescence
Repair and maintenance costs
Others operating costs
Total
December 31,
2020
$ 491,314
89,075
December 31,
2019
452,482
84,194

$
580,389

536,676


For the Years Ended December 31,
2020
2019
$ 3,442,305
3,233,974
(14,610)
1,169
83,159
85,089
3,154
10,377
2020
$ 3,442,305
(14,610)
83,159
3,154

$
3,514,008

3,330,609

The factor leading to the net realizable value of inventories is lower than the cost vanished, so that the reversal gain of inventories is recognized due to the increase in net realizable value for the year ended December 31, 2020.

  • (f) Investments accounted for using equity method

A summary of the Company’s financial information for investments accounted for using the equity method at the reporting date is as follows:

Subsidiaries
Associates
1.Subsidiary
December 31,
2020
$ 5,256,868
679,794
December 31,
2019
4,997,154
543,922

$
5,936,662

5,541,076

Please refer to the consolidated financial statements for the year ended of December 31, 2020.

2.Associates

The Company’s financial information for investments accounted for using equity method that are individually insignificant was as follows:

Carrying amount of individually
insignificant associates’equity
December 31,
2020
$
679,794
December 31,
2019
543,922

269

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

Attributable to Company:
Profit
Other comprehensive income
Total comprehensive income
For the Years Ended December 31,
2020
2019
$ 104,828
79,254
29,521
35,198
$
134,349
114,452
2020
$ 104,828
29,521

$
134,349

3.Joint ventures

The Company’s financial information for investments in individually insignificant joint venture accounted for using equity method at the reporting date was as follows. These financial information are included in the financial statements.

Individually insignificant joint venture
Attributable to Company:
Profit
Other comprehensive income
Total comprehensive income
December 31,
2019
$
-
For the Years
Ended December
31, 2019
$ 623
-
$
623

Before August 2019, the Company and the other shareholder held 49% and 51%, respectively, of the joint venture Excelsior Asset Management Co., Ltd. that is not individually significant.

Under the shareholders’agreement, the Company and the other shareholder have the power to appoint two and three, respectively, of the five directors of Excelsior Asset Management Co., Ltd. Significant matters should be decided by more than two-thirds of directors present in the meeting, and the directors present in the meeting should be more than two-thirds of all directors. Therefore, the Company and the other shareholder of the joint venture have joint control over Excelsior Asset Management Co., Ltd., which the Company acquired its entire shares and gained control over it on August 2, 2019.

As of December 31, 2020 and 2019, did not provide any investments accounted for using the equity method as collateral.

  • (g) Changes in ownership interests in subsidiaries

The Company subscribed the shares issued for cash by its subsidiary Arich Enterprise Co., Ltd. at a percentage different from its existing ownership percentage in April 2020, and a part of shares are available for subscription to employees of Arich Enterprise Co., Ltd.. The changes in ownership interests in subsidiaries were recognized as capital surplus amounting to $3,967 thousand for the year ended December 31, 2020.

270

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

A part of ordinary shares issued for cash by the Company are available for subscription to employees of its subsidiaries. The changes in ownership interests in subsidiaries were recognized as capital surplus amounting to $957 thousand for the year ended December 31, 2019. For relevant information on share-based payment, please refer to Note (6)(r).

(h) Property, plant and equipment

The cost, depreciation, and impairment loss of the property, plant and equipment of the Company for the years ended December 31, 2020 and 2019 were as follows:

Cost or deemed cost:
Balance as of January 1, 2020
Additions
Disposal and obsolescence
Transfer from inventories
Transfer to inventories
Transfer to expenses
Balance as of December 31, 2020
Balance as of January 1, 2019
Additions
Disposal and obsolescence
Transfer from inventories
Transfer to inventories
Balance as of December 31, 2019
Depreciation and impairment losses:
Balance as of January 1, 2020
Depreciation for the period
Disposal and obsolescence
Transfer to inventories
Balance as of December 31, 2020
Balance as of January 1, 2019
Depreciation for the period
Impairment loss reversed
Disposal and obsolescence
Transfer to inventories
Balance as of December 31, 2019
Carrying amount:
Balance as of December 31, 2020
Balance as of January 1, 2019
Balance as of December 31, 2019
Land
$ 75,758
-
-
-
-
-
Buildings
98,943
543
(392)
-
-
-
Medical equipment
71,463
-
(1,664)
15,817
(744)
-
Miscellaneous
equipment
23,068
377
(10,850)
726
-
(400)
Total
269,232
920
(12,906)
16,543
(744)
(400)
$
75,758
99,094 84,872
12,921

272,645

$ 75,758
-
-
-
-

98,943
-
-
-
-

75,944
361
(5,354)
12,722
(12,210)

28,865
1,054
(6,851)
-
-

279,510
1,415
(12,205)
12,722
(12,210)
$
75,758
98,943
71,463
23,068
269,232

$ 4,000
-
-
-

41,652
2,109
(392)
-

26,854
16,025
(1,664)
(672)

16,676
1,854
(10,850)
-

89,182
19,988
(12,906)
(672)
$
4,000
43,369
40,543
7,680
95,592

$ 4,000
-
-
-
-

39,025
2,627
-
-
-

29,424
14,716
(64)
(5,354)
(11,868)

21,236
2,291
-
(6,851)
-

93,685
19,634
(64)
(12,205)
(11,868)
$
4,000
41,652
26,854
16,676
89,182

$
71,758

55,725

44,329

5,241

177,053

$
71,758

59,918

46,520

7,629

185,825

$
71,758

57,291

44,609

6,392

180,050

As of December 31, 2020 and 2019, the property, plant and equipment of the Company had been pledged as collateral for long-term borrowings. Please refer to Note(8).

271

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • (i) Right-of-use assets

The Company leases many assets including buildings and other equipment. Information about leases for which the Company as a lessee is presented below:

Cost:
Balance as of January 1, 2020
Additions
Write-off
Balance as of December 31, 2020
Balance as of January 1, 2019
Additions
Balance as of December 31, 2019
Accumulated depreciation and impairment losses:
Balance as of January 1, 2020
Depreciation for the year
Balance as of December 31, 2020
Balance as of January 1, 2019
Depreciation for the year
Balance as of December 31, 2019
Carrying amount:
Balance as of December 31, 2020
Balance as of January 1, 2019
Balance as of December 31, 2019
Buildings
$ 16,093
3,612
(8,023)
Other equipment
1,440
-
-
Total
17,533
3,612
(8,023)

$
11,682
1,440
13,122

$ 16,057
36

1,440
-

17,497
36
$
16,093
1,440 17,533

$ 3,495
3,483

1,152
288

4,647
3,771

$
6,978
1,440
8,418

$ -
3,495

-
1,152

-
4,647

$
3,495

1,152

4,647

$
4,704

-

4,704

$
16,057
1,440
17,497

$
12,598

288

12,886

The Company added and modified parts of the lease contract, resulting in a decrease in right of use assets of $4,411 thousand and an increase of $36 thousand to be recognized for the years ended December 31, 2020 and 2019, respectively.

For the years ended December 31, 2020 and 2019, the Company leased storage room and parking space under operating lease, please refer to Note (6)(n).

272

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

(j) Intangible assets

The costs, amortization, and impairment of the Company for the years ended December 31, 2020 and 2019, were as follows:

Cost:
Balance as of January 1, 2020
Acquisition
Disposal
Balance as of December 31, 2020
Balance as of January 1, 2019
Acquisition
Balance as of December 31, 2019
Amortization and impairment loss:
Balance as of January 1, 2020
Amortization
Disposal
Balance as of December 31, 2020
Balance as of January 1, 2019
Amortization
Balance as of December 31, 2019
Carrying amount:
Balance as of December 31, 2020
Balance as of January 1, 2019
Balance as of December 31, 2019
Software
$ 2,204
1,369
-
Other intangible
assets

19,442

-
(1,000)
Total

21,646
1,369
(1,000)
22,015

21,450
196
21,646

20,949

863
(1,000)
20,812

20,125
824
20,949
1,203
1,325
697
$
3,573

18,442

$ 2,008
196


19,442
-
$
2,204
19,442

$ 1,537
833
-


19,412

30
(1,000)
$
2,370

18,442

$ 849
688


19,276
136
$
1,537
19,412

$
1,203

-

$
1,159
166

$
667
30

1.Amortization

The amortization of intangible assets is included in the following statement of comprehensive income items:

Operating costs
Operating expenses
Total
For the Years Ended December 31,
2020
2019
$ 30
136
833
688
$
863
824
2020
$ 30
833
$
863

273

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • (k) Short-term borrowings
Unsecured bank loans
Unused short term credit lines
Range of interest rates
December 31,
2020
$
-
December 31,
2020
$
-
December 31,
2019
450,000
$
2,400,000

2,350,000

-

0.96%~0.98%

Please refer to Note (8) for details of the Company’s assets pledged as collateral for bank borrowings.

The Company’s interest risk and sensitivity analysis of financial assets and liabilities were disclosed in Note (6)(x).

  • (l) Provisions
Warranties
Balance as of January 1, 2020
Additions
Provisions reversed or used
Balance as of December 31, 2020
Balance as of January 1, 2019
Additions
Provisions reversed or used
Balance as of December 31, 2019
December 31,
2020
$
4,221
December 31,
2020
$
4,221
December 31,
2019
3,348

The provision for warranty claims represents the present value of management’s best estimate of the future outflow of economic benefits that will be required under the Company’s obligations for warranties under local sale of goods legislation. The estimate had been made on the basis of historical warranty trends and may vary as a result of other events affecting product quality.

274

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

(m) Lease liabilities

The carrying amount of lease liabilities were as follows:

The carrying amount of lease liabilities were as follows:
Current
Non-current
December 31,
2020
$
1,800
December 31,
2019
3,769

$
2,957

9,192

For the maturities analysis, please refer to Note (6)(x).

There were no significant issuances, repurchases and repayments of lease liabilities in 2020.

The Company added and modified parts of the contract, resulting in a decrease in lease liabilities of $4,411 thousand and an increase of $36 thousand for the years ended December 31, 2020 and 2019, respectively.

The amounts recognized in profit or loss were as follows:

Interest on lease liabilities
Income from sub-leasing right-of-use assets
Expenses relating to short-term leases
For the Years Ended December 31,
2020
2019
$
107
181
For the Years Ended December 31,
2020
2019
$
107
181
2020
$
107
$
1,173
311

$
905
1,086

The amounts recognized in the statement of cash flows for the Company were as follows:

Total cash outflow for leases For the Years Ended December 31,
2020
2019
$
4,805
5,839
2020
$
4,805

1. Building leases

As of December 31, 2020, the Company leases buildings for its office space. The leases of office space typically run for a period of 2 to 5 years. Some leases include an option to renew the lease for an additional period of the same duration after the end of the contract term.

The Company sub-leases some of its right-of-use assets under operating leases; please refer to Note (6)(n).

2. Other leases

The Company leases machinery and other equipment, with lease terms of 3 years. In some cases, the Company has options to extend the lease at the end of the contract term.

The Company also leases storage room and parking space with contract terms of 1 to 3 years. These leases are short-term leases. The Company has elected not to recognize right-of-use assets and lease liabilities for these leases.

275

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

(n) Operating leases

Operating leases relate to leasing and subleasing of real estate and leasing of equipment with lease terms between 1 to 5 years. The leasees do not have bargain purchase options to acquire the real estate and equipment at the expiration of the lease periods.

A maturity analysis of lease payments, showing the undiscounted lease payments to be received after the reporting date are as follows:

after the reporting date are as follows:
Within 1 year
1 to 5 years
December 31,
2020
$ 5,069
-
December 31,
2019
5,866
69
5,935
$
5,069
  • (o) Employee benefits

1.Defined benefit plans

Reconciliation of defined benefit obligation at present value and plan asset at fair value were as follows:

follows:
Present value of defined benefit obligations
Fair value of plan assets
Net defined benefit (assets) liabilities
December 31,
2020
$ 79,383
(84,982)
December 31,
2019
77,275
(80,459)
(3,184)

$
(5,599)

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

  • 1) Composition of plan assets

The Company allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. With regard to the utilization of the funds, minimum earnings shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.

The Company’s Bank of Taiwan labor pension reserve account balance amounted to $84,982 thousand as of December 31, 2020. For information on the utilization of the labor pension fund assets, including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.

276

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • 2) Movements in present value of the defined benefit obligations

The movements in present value of defined benefit obligations for the Company were as follows:

Defined benefit obligation as of January 1
Current service costs and interest
Remeasurement on the net defined benefit obligation
-Actuarial gains and losses arising from experience
adjustments
-Actuarial gains and losses arising from changes in
demographic assumptions
-Actuarial gains and losses arising from changes in
financial assumptions
Benefit paid
Defined benefit obligation as of December 31
For the Years Ended December 31,
2020
2019
$ 77,275
77,693
1,090
1,341
(2,752)
(3,640)
629
461
3,141
2,307
-
(887)
For the Years Ended December 31,
2020
2019
$ 77,275
77,693
1,090
1,341
(2,752)
(3,640)
629
461
3,141
2,307
-
(887)
2020
$ 77,275
1,090
(2,752)
629
3,141
-
$
79,383

77,275
  • 3) Movements of defined benefit plan assets

The movements in the present value of the defined benefit plan assets for the Company were as follows:

Fair value of plan assets as of January 1
Interest income
Remeasurement on the net defined benefit obligation
-Return on plan assets (excluding current interest)
Contribution paid by the employer
Benefits paid
Fair value of plan assets as of December 31
For the Years Ended December 31,
2020
2019
$ 80,459
76,676
649
871
2,590
2,584
1,284
1,215
-
(887)
For the Years Ended December 31,
2020
2019
$ 80,459
76,676
649
871
2,590
2,584
1,284
1,215
-
(887)
2020
$ 80,459
649
2,590
1,284
-
$
84,982

80,459
  • 4) Expenses recognized in profit or loss

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

Current service costs
Net interest of net liabilities for defined benefit
obligations
For the Years Ended December 31,
2020
2019
$ 471
467
(30)
3
For the Years Ended December 31,
2020
2019
$ 471
467
(30)
3
2020
$ 471
(30)

$
441
470

277

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

Operating costs and expenses For the Years Ended December 31, For the Years Ended December 31,
2020
$
441
2019
470
  • 5) Actuarial assumptions

The principal actuarial assumptions at the reporting date were as follows:

Discount rate
Future salary increasing rate
December 31,
2020
0.350%%
3.000%%
December 31,
2019
0.800%%
3.000%%

The expected allocation payment to be made by the Company to the defined benefit plans for the one-year period after the reporting date is $1,284 thousand.

The weighted average lifetime of the defined benefits plans is 12 years.

6) Sensitivity analysis

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

December 31, 2020
Discount rate
Future salary increasing rate
December 31, 2019
Discount rate
Future salary increasing rate
Influences on defined benefit obligations Influences on defined benefit obligations
Increased 0.25%
$ (1,775)
1,748
$ (1,803)
1,785
Decreased 0.25%

1,837

(1,699)

1,868

(1,733)

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown above. The method used in the sensitivity analysis is consistent with the calculation of the pension liabilities in the balance sheets.

There is no change in the method and assumptions used in the preparation of sensitivity analysis for 2020 and 2019.

278

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

2.Defined contribution plans

The Company allocates 6% of each employee’s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under these defined contribution plans, the Company allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.

The pension costs incurred from the contributions to the Bureau of the Labor Insurance amounted to $7,096 thousand and $6,867 thousand for the years ended December 31, 2020 and 2019, respectively.

  • (p) Income taxes

  • 1.Income tax expense

The components of income tax in the years 2020 and 2019 were as follows:

Current tax expense
Current period
Adjustment for prior periods
Deferred tax expense
Origination and reversal of temporary differences
Income tax expense from continuing operations
For the Years Ended December 31,
2020
2019
$ 66,640
72,173
(1,795)
(616)
64,845
71,557
36,494
12,450
$
101,339
84,007
2020
$ 66,640
(1,795)

64,845

36,494

$
101,339

The amount of income tax recognized in other comprehensive income for 2020 and 2019 were as follows:

follows:
**For ** **the Years Ended ** December 31,
2020 2019
Items that will not be reclassified subsequently to profit or
loss:
Remeasurement from defined benefit plans $ (315) (691)
Unrealized gains (losses) on equity instruments at fair
value through other comprehensive income (1,363) 3,088
Share of other comprehensive income of associates and
joint ventures accounted for using equity method,
components of other comprehensive income 531 439
$ (1,147) 2,836
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation $ 22,027 11,228

279

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

Reconciliation of income tax and profit before tax for 2020 and 2019 was as follows:

Profit before imcome tax
Income tax using the Company’s statutory tax rate
Permanent differences
Tax-exempt income
Unrecognized deductible temporary differences
Undistributed earnings additional tax
Adjustments for prior periods
Income tax expense
For the Years Ended December 31, For the Years Ended December 31,
2020
$ 673,009
2019
598,762

$ 134,602
(31,379)
(297)
-
208
(1,795)

119,752
(40,048)
(517)
(10,000)
15,436
(616)

$
101,339

84,007
  • 2.Deferred tax assets and liabilities

  • 1) Recognized deferred tax assets and liabilities

Changes in the amount of deferred tax assets and liabilities for the years ended December 31, 2020 and 2019 were as follows:

Deferred tax assets:
Balance as of January 1, 2020
Recognized in profit or loss
Recognized in other comprehensive income
Balance as of December 31, 2020
Balance as of January 1, 2019
Recognized in profit or loss
Recognized in other comprehensive income
Balance as of December 31, 2019
Deferred tax liabilities:
Balance as of January 1, 2020
Recognized in profit and loss
Recognized in other comprehensive income
Balance as of December 31, 2020
Balance as of January 1, 2019
Recognized in profit or loss
Recognized in other comprehensive income
Balance as of December 31, 2019
Deferred
sales
returns and
allowance
Unrealized
losses on
inventories
Unrealized
gains on
investment
Others Total

64,862

(3,427)

22,243
$ 1,350
2,672
-

9,683

(2,922)
-

-

-
-
53,829
(3,177)
22,243
$
4,022

6,761

-

72,895



83,678

$ 1,612
(262)
-



4,450

5,233
-


-

-
-

36,648
6,205
10,976



42,710

11,176

10,976
$
1,350

9,683

-

53,829



64,862

$ -
-
-


-
-
-

106,425
32,660
-


987

407
1,363



107,412

33,067

1,363
$
-
- 139,085

2,757



141,842
$ -
-
-
-
-
-

82,724
23,701
-



4,150

(75)
(3,088)



86,874

23,626

(3,088)
$
-
- 106,425

987



107,412

280

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

3.Assessment of tax

The Company’s income tax returns for the year through 2018 were assessed by the Tax Administration.

  • (q) Capital and other equity

A resolution was passed by the Board of the Comapny on November 7, 2019, for issuance of 130,000 thousand shares, with a par value of $10 per share. The issuance price is $45. A part of shares are reserved for employees. For relative information, please refer to Note (6)(r). The issuance has been approved by the Securities and Futures Bureau of the Financial Supervisory Commission, R.O.C., with January 15, 2020, as the date of capital increase. The related registration procedures were completed, and all issued shares were paid up upon issuance.

1.Share capital

Number of shares authorized (in thousands)
Shares authorized
Number of shares issued and fully paid (in thousands)
Shares issued
December 31,
2020
200,000
December 31,
2019
200,000

$
2,000,000

2,000,000

141,149

128,149

$
1,411,490

1,281,490

A total of 10,000 thousand shares of the Company’s authorized shares are reserved for the issuance of employee share options, convertible bonds with warrants and preferred shares with warrants.

2.Capital surplus

Additional paid-in capital arising from ordinary share
Additional paid-in capital arising from bond conversion
Difference between consideration and carrying amount of
subsidiaries acquired or disposed
Changes in ownership interest in subsidiaries
Changes in equity of associates accounted for using equity
method
Others
December 31,
2020
$ 1,822,584
1,072,079
98,181
238,946
457
43,860
December 31,
2019
1,367,584
1,072,079
98,181
234,979
124
43,860

$
3,276,107

2,816,807

281

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

3.Retained earnings

The Company’s article of incorporation stipulates that Company’s profit after tax should first be used to offset the prior years’ deficits, including unappropriated retained earnings. Of the remaining balance, 10% is to be appropriated as legal reserve, then the special surplus reserve shall be distributed or reversed according to the Laws acts and regulations approved by the Competent authority. The remainder, together with any undistributed retained earnings, including amount of adjusted retained earnings, shall be distributed by the Board of Directors and submitted to the stockholders’ meeting for approval. The distribution of dividends, bonus, legal reserve and capital surplus, distributed by way of cash, shall be decided during the Board meeting, approved by more than half of the directors, with two thirds of directors in attendance; thereafter, to be submitted in the shareholders’ meeting of the Company.

The Company’s Articles also stipulate a dividend policy which is as follows: According to the present and future development plans, the investment environment, capital requirements, domestic and overseas competition, and the benefit of shareholders, the Company should distribute dividends and bonuses to shareholders at no less than 20% of the remaining profit (which is the current net profit less losses of previous years, less the adjustment to retained earnings, and less the appropriation of earnings to the legal reserve). Dividends could be distributed in cash or shares, where cash dividends should not be less than 20% of the total dividends distributed.

According to the amendment of the R.O.C. Company Act in January 2012, the Company must retain 10% of its after-tax annual earnings as legal reserve until such retention equals the amount of total capital. When a company incurs no loss, it may, pursuant to a resolution by a shareholders’ meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.

Items referred to under Rule No. 1010012865 issued by the FSC and the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs” should be appropriated to or reversed from a special reserve by the Company.

During the Board meeting on March 20, 2020, and the shareholders’ meeting on June 18, 2019, the Board and shareholders approved to distribute the 2019 and 2018 earnings, respectively, as follows:

Dividends distributed to common
shareholders
Cash
For the Years Ended December 31, For the Years Ended December 31, For the Years Ended December 31, For the Years Ended December 31,
2019
Dividend
per share ($)
Amount

$ 3.30
465,792
2018
Dividend
per share ($)
Amount
3.00
384,447
Dividend
per share ($)
Dividend
per share ($)

$ 3.30
3.00

282

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

During the Board meeting on March 12, 2021, the Board approved the cash dividend to distribution of the 2020 earnings, as follows:

2020

Dividend per share ($) Amount

Dividends distributed to common shareholders Cash $

3.50 494,021

4.Other equity interest after tax

Balance as of January 1, 2020
Exchange differences on translation of foreign financial statement
Exchange differences on subsidiaries accounted for using equity method
Unrealized gains (losses) from financial assets measured at fair value through other
comprehensive income
Unrealized gains (losses) from financial assets measured at fair value through other
comprehensive income, associates accounted for using equity method
Disposal of investments in equity instruments designated at fair value through other
comprehensive income
Balance as of December 31, 2020
Balance as of January 1, 2019
Exchange differences on translation of foreign financial statement
Exchange differences on subsidiaries accounted for using equity method
Unrealized gains (losses) from financial assets measured at fair value through other
comprehensive income
Unrealized gains (losses) from financial assets measured at fair value through other
comprehensive income, associates accounted for using equity method
Disposal of investments in equity instruments designated at fair value through other
comprehensive income
Balance as of December 31, 2019
Exchange
differences on
translation of
foreign financial
statements
$ (107,903)
(88,110)
(3,356)
-
-
-
Unrealized
gains (losses)
from financial
assets
measured at
fair value
through other
comprehensive
income
51,554
-
-
(19,601)
53,637
(301)
Total
(56,349)
(88,110)
(3,356)
(19,601)
53,637
(301)
$
(199,369)

85,289

(114,080)

$ (61,536)
(44,911)
(1,456)
-
-
-

34,907
-
-
12,463
38,780
(34,596)

(26,629)
(44,911)
(1,456)
12,463
38,780
(34,596)
$
(107,903)

51,554

(56,349)

283

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • (r) Share-based payment

As of December 31, 2020, the Company had share-based payment arrangements as follows:

Grant date
Number of shares granted
Contract term
Recipients
Vesting conditions
Equity-settled
Cash capital
increase reserved
for employee
**subscription **
2019.12.18
1,950,000 shares
-
Employees of the
Company and a
part of subsidiaries
-

Vesting conditions

  • 1.Determining the fair value of equity instruments granted

The Company used Black-Scholes Model in measuring the fair value of the share-based payment at the grant date. The measurement inputs were as follows:

Fair value at grant date
Share price at grant date
Exercise price
Expected volatility (%)
Expected life (years)
Expected dividend
Risk-free interest rate (%)
2019
Cash capital
increase
reserved for
employee
subscription
$ 8.72
53.70
45.00
9.83%
0.04
- %
0.60%

Expected volatility is based on the weighted average of historical volatility. The Company determined that there were no expected dividends. The risk free rate is determined based on the rate of 1-3 month time deposits of Bank of Taiwan on the date of measurement. Service and non-market performance conditions attached to the transactions are not considered in determining the fair value.

284

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

2.Expenses and liabilities recognized

The Company incurred expenses and liabilities of share-based arrangements in 2020 and 2019, respectively, as follows:

Expenses resulting from cash-settled share-based payment to employees

For the Years Ended December 31, For the Years Ended December 31,
2020
$
-
2019
3,322
  • (s) Earnings per share

For the years ended December 31, 2020 and 2019, the basic and diluted earnings per share were calculated as follows:

  • 1.Basic earnings per share
Profit attributable to ordinary shareholders of the Company
Weighted average number of ordinary shares (basic)
For the Years Ended December 31,
2020
2019
$
571,670
514,755
For the Years Ended December 31,
2020
2019
$
571,670
514,755
2020
$
571,670

140,652

128,149

2.Diluted earnings per share

Profit attributable to ordinary shareholders of the Company
Weighted average number of ordinary shares (basic)
Effect of employee stock compensation
Weighted average number of ordinary shares (diluted)
venue from contracts with customers
Disaggregation of revenue
Primary geographical markets
Taiwan
Major products:
Product revenue
Medical equipment and Supplies
Medicines
Household appliances
Other
Repair and maintenance revenue
Other operating revenue
For the Years Ended December 31,
2020
2019
$
571,670
514,755
For the Years Ended December 31,
2020
2019
$
571,670
514,755
2020
$
571,670

140,652
767

128,149
729
141,419 128,878


For the Years Ended December 31,
2020
2019
$
4,199,740
3,964,690
2020
$
4,199,740

$ 3,704,153
92,137
119,381
78,279
174,018
31,772

3,498,818
87,266
106,011
62,281
173,680
36,634

$
4,199,740

3,964,690
  • (t) Revenue from contracts with customers

  • 1.Disaggregation of revenue

285

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • (u) Employee compensation and directors’ remuneration

In accordance with the Articles of Incorporation, the Company should contribute no less than 1% of the profit as employee compensation and no higher than 5% as directors’ remuneration when there is profit for the year. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficits. The amount of compensation for employees may be paid by shares or cash, and the recipients may include the employees of the Company’s affiliated companies. The amount of remuneration to directors may only be paid in cash. Both the employee compensation and directors’ remuneration should be approved by the Board of Directors and reported during the shareholders’ meeting.

For the years ended December 31, 2020 and 2019, the Company estimated its employee compensation amounting to $36,379 thousand and $32,365 thousand, and directors’ remuneration amounting to $18,189 thousand and $16,183 thousand, respectively. The estimated amounts mentioned above are calculated based on the net profit before tax, excluding the compensation to employees and remuneration to directors of each period, multiplied by the percentage specified in the Company’s articles. These remunerations were expensed under operating costs or operating expenses during 2020 and 2019. Related information would be available at the Market Observation Post System website. The aforesaid amounts are identical to those stated in parent-company-only financial statements.

  • (v) Non-operating income and expenses

  • 1.Interest income

The details of interest income were as follows:

Interest income from bank deposits

2.Other income

The details of other income were as follows:

Dividend income

**For the Years Ended December ** **For the Years Ended December ** 31,
2020 2019
$ 1,246 4,408
**For the Years Ended December ** 31,
2020 2019
$ 6,329 3,443

286

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

3.Financial costs

The details of financial costs were as follows:

Interest expenses
Bank borrowings
Others
For the Years Ended December 31,
2020
2019
$ 453
1,596
107
3,865
$
560
5,461
2020
$ 453
107
$
560

4.Other gains and losses

The details of other gains and losses were as follows:

Gains on disposal of property, plant, and equipment
Foreign exchange gains (losses)
Net gains or losses on financial assets (liabilities) measured at fair
value through profit or loss
Impairment reversal recognized on non-financial assets
Others
Total
For the Years Ended December 31,
2020
2019
$ -
51,156
941
(3,660)

(200)
53
-
64
7,715
3,502
$
8,456
51,115
2020
$ -
941

(200)
-
7,715

$
8,456

(w) Reclassification adjustments of components of other comprehensive income

The details of reclassification of other comprehensive income were as follows:

**For the Years Ended ** December 31,
2020 2019
Equity instruments at fair value through other comprehensive income
Net changes in fair value $
(18,539)
(25,221)
Net changes of fair value reclassified to retained earnings 301 34,596
Net gains or losses recognized in other comprehensive income $
(18,238)
9,375

287

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • (x) Financial instruments

  • Credit risks

  • 1) Credit risk exposure

The carrying amount of financial assets represents the maximum amount exposed to credit risk.

  • 2) Concentration of credit risk

To minimize credit risks of receivables, the Company periodically evaluates the customers’ financial positions and the possibility of collecting trade receivables. And, the impairment losses are always within the management’s expectation. As of December 31, 2020 and 2019, 62.30% and 59.46%, respectively, of notes receivable and accounts receivable were three and two major customers. Thus, credit risk is significantly centralized.

  • 2.Liquidity risks

The following are the contractual maturities of financial liabilities of the Company, excluding the impact of netting arrangements:

December 31, 2020
Non-derivative financial liabilities
Payables
Lease liabilities
Derivaive financial liabilities
Foreign exchange forward
contracts:
Outflows
Inflows
December 31, 2019
Non-derivative financial liabilities
Short-term borrowings
Payables
Lease liabilities
Carrying
amount
Contractual
cash flow

On Demand
or Less than
1 month


1-3
months
3-6
months
6-12
months
1-2years More than
2years
$ 782,822
4,757
11,404
(11,358)

782,822

4,757

11,404

(11,358)

423,554

303

11,404

(11,358)

329,225

522

-

-

29,845

324
-
-

198

651
-
-

-

760
-
-
-

2,197
-
-

$
787,625



787,625



423,903


329,747

30,169

849

760

2,197

$ 450,000
877,661
12,961



450,000

877,661

12,961



450,000

530,948

385



-

231,800

771


-

103,787

869

-

11,126

1,744
-

-

2,417

-
-

6,775

$
1,340,622



1,340,622


981,333

232,571

104,656


12,870



2,417



6,775

The Company is not expecting that the cash flows included in the maturity analysis could occur significantly earlier or at significantly different amounts.

288

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • 3.Market risks

  • 1) Currency risks

The Company’s significant exposure to foreign currency risk of financial assets and liabilities were as follows:

Functional
currency
Functional
currency
Exchange
rate
Currency December 31, 2020
Foreign
currency
(inthousands)
Carrying amount
(TWD)
$ 1,207
34,374
372,050
102,797
990
34,681
85,949
23,748
3,979,350
105,055
116,262
3,311,147
494,625
136,665
1,274
36,290
December 31, 2019
Foreign
currency
(inthousands)
Carrying amount
(TWD)
$ 6,000
179,867
799,552
220,676
378
12,705
144,547
39,895
3,160,210
82,798
108,795
3,261,674
Financial assets
Monetary items
TWD
28.480
TWD
0.276
TWD
35.020
Non-Monetary items
TWD
0.276
TWD
0.026
TWD
28.480
Financial liabilities
Monetary items
TWD
0.276
TWD
28.480
Functional
currency
Exchange
rate

USD

JPY

EUR

JPY

KRW

USD

JPY

USD
Currency



TWD
TWD
Functional
currency
Foreign
currency
(inthousands)
$ 6,000
799,552
378
144,547
3,160,210
108,795
Financial assets
Monetary items
TWD
29.980
TWD
0.276
TWD
33.590
Non-Monetary items
TWD
0.276
TWD
0.026
TWD
29.980

USD

JPY

EUR

JPY

KRW

USD





289

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

Functional
currency
Functional
currency
Exchange
rate
Currency December 31, 2019
Foreign
currency
(inthousands)
Carrying amount
(TWD)
431,775
119,170
347
10,406
74
2,484
Foreign
currency
(inthousands)
431,775
347
74
Financial liabilities
Monetary items
TWD
TWD
TWD
0.276
29.980
33.590

JPY

USD

EUR




TWD
TWD
TWD

Since the Company has many kinds of currency, the information on foreign exchange gains or losses on monetary items is disclosed by total amount. For the years ended December 31, 2020 and 2019, foreign exchange gains or losses amounted to gains of $941 thousand and losses of $3,660 thousand, respectively.

2) Sensitivity analysis

The Company’s foreign exchange exposure to foreign currency risk arises from foreign currency exchange fluctuations on cash and cash equivalents, accounts receivables and accounts payables.

Assuming other variables remain the same, a 1% depreciation or appreciation of the TWD against foreign currency for the years ended December 31, 2020 and 2019 would have increased or decreased the net profit after tax by $9 thousand and $2,255 thousand, respectively. The analysis is performed on the same basis for both periods.

3) Interest rate risk

The Company’s financial assets and financial liabilities with interest rate exposure risk were noted in the liquidity risk section.

The following sensitivity analysis is based on the exposure to the interest rate risk of derivative and non-derivative financial instruments on the reporting date. Regarding liabilities with variable interest rates, the analysis is based on the assumption that the amount of liabilities outstanding at the reporting date was outstanding throughout the year.

If interest had been 1% higher/lower, other variable remain the same, profit after tax in 2020 and 2019 would have increased/decreased by $3,511 thousand and $4,782 thousand, respectively, and it’s mainly because of variable interest rate deposit of the company.

4) Other price risks

Assuming that the analysis is performed on the same basis for both periods, if equity prices had been 1% higher/lower, pre-tax other comprehensive income for the years ended December 31, 2020 and 2019 would have increased/decreased by $2,860 thousand and $3,053 thousand, respectively, as a result of the changes in fair values of financial assets at fair value through profit and loss and financial assets at fair value through other comprehensive income.

290

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

4.Fair value information

  • 1) The categories and fair values of financial instruments

Financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income are measured on a recurring basis. The carrying amount and fair value of the Company’s financial assets and liabilities, including the information on fair value hierarchy were as follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value and lease liabilities, disclosure of fair value information is not required:

Book value
Financial assets at fair value
through profit or loss
Derivative financial assets
$ 166
Financial assets at fair value
through other comprehensive
income
Domestic listed shares
30,397
Foreign listed shares
128,802
Domestic unlisted shares
126,813
Sub-total
286,012
Financial assets at amortized
cost
Cash and cash equivalents
439,605
Receivables
1,026,570
Other financial assets
9,142
Sub-total
1,475,317
Total
$
1,761,495
Financial liabilities at fair value
through profit or loss
Derivative financial liabilities$ 46
Financial liabilities at
amortized cost
Payables
782,822
Lease liabilities
4,757
Sub-total
787,579
Total
$
787,625
December 31, 2020 December 31, 2020 December 31, 2020 Total
166
Book value
$ 166
Fair value
Level 1
-
Level 2
166
Level 3
-

30,397

128,802
-

-

-
-
-
-
126,813
30,397
128,802
126,813

286,012
159,199 -
126,813

286,012

439,605
1,026,570
9,142


-

-
-
-
-
-

-
-
-

-
-
-

1,475,317
- - - -

$
1,761,495
159,199 166 126,813 286,178


$ 46

-
46
-

46
782,822
4,757

-
-
-
-
-
-
-
-

787,579
- - - -

$
787,625
- 46 - 46

291

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

Book value
Financial assets at fair value
through other comprehensive
income
Domestic listed shares
$ 33,961
Foreign listed shares
122,693
Domestic unlisted shares
148,602
Sub-total
305,256
Financial assets at amortized
cost
Cash and cash equivalents
749,196
Receivables
1,017,030
Other financial assets
8,758
Sub-total
1,774,984
Total
$
2,080,240
Financial liabilities at
amortized cost
Short-term borrowings
$ 450,000
Payables
877,661
Lease liabilities
12,961
Total
$
1,340,622
December 31, 2019 December 31, 2019 December 31, 2019 Total
33,961

122,693
148,602
Fair value
Level 1

33,961

39,895
-
Level 2

-

-
-
Level 3
-
82,798
148,602

305,256
73,856 -
231,400

305,256

749,196
1,017,030
8,758


-

-
-
-
-
-

-
-
-

-
-
-

1,774,984
- - - -

$
2,080,240
73,856 - 231,400 305,256

$ 450,000
877,661
12,961


-

-
-
-
-
-

-
-
-

-
-
-

$
1,340,622
- - - -
  • 2) Valuation techniques for financial instruments not measured at fair value

The Company’s valuation techniques and assumptions used for financial instruments not measured at fair value are as follows:

  • A. Financial assets measured at amortized cost

If the quoted prices in active markets are available, the market price is established as the fair value. However, if quoted prices in active markets are not available, the estimated valuation or prices used by competitors are adopted.

  • B. Financial assets and financial liabilities measured at amortized cost

If there is quoted price generated by transactions, the recent transaction price and quoted price data is used as the basis for fair value measurement. However, if no quoted prices are available, the discounted cash flows are used to estimated fair values.

292

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • 3) Valuation techniques for financial instruments measured at fair value

The Company considers the financial status, operating analysis, most recent transaction price, non-active market quoted price of related equity instrument, and active-market quoted price of similar instrument, and other information, in determining the input value of its investee companies. Periodically updates of information and input value for the valuation model and any necessary adjustments of fair value are required to ensure that the results of estimation are reasonable.

  • A.Non-derivative financial instruments

If quoted prices in active markets are available, the prices are established as fair values, such as public quoted company stock.

For the Company’s financial instruments that have no active markets, the measurement of fair values is listed as follows:

Equity instrument that has no quoted price: The method of comparable Listed Company approach is used to estimate the fair value. The main assumption for the method is to determine the fair value by using the transaction price paid for an identical or a similar instrument of an investee.

B.Derivative financial instruments

Derivative financial instruments are measured by using the common valuation models such as discounted cash flow model and Black-Scholes model.

  • 4) Changes in Level 3 fair values
Balance as of January 1, 2020
Total gains and losses recognized
In other comprehensive income
Reclassification
Balance as of December 31, 2020
Balance as of January 1, 2019
Total gains and losses recognized
In other comprehensive income
Reclassification
Balance as of December 31, 2019
Fair value through
other comprehensive
income
unquoted equity
instruments
$ 231,400
(33,735)
(70,852)

$
126,813

$ 134,974
(19,696)
116,122

$
231,400

293

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

For the years ended December 31, 2020 and 2019, total gains and losses included in “other gains and losses”, and “unrealized gains and losses from financial assets at fair value through other comprehensive income” were as follows:

Total gains and losses recognized
In other comprehensive income, and presented in
“unrealized gains and losses from financial assets at fair
value through other comprehensive income”
For the Years Ended December 31,
2020
2019
(33,735)
(19,696)
2020
(33,735)
  • 5) Quantified information for significant unobservable inputs (Level 3) used in fair value measurement

The Company’s financial instruments that use Level 3 inputs to measure “fair value through ” other comprehensive income – equity investments without active market .

Quantified information of significant unobservable inputs was as follows:

The relationship Significant between significant non-observable Non-observable Item Valuation techniques inputs inputs and fair value Financial assets at fair Comparable Listed ‧ EV/Revenue ‧ The estimated value through other Companies Method Value Multiple (2.26 fair value would comprehensive income on December 31, increase (decrease) if - equity instruments 2020) the value multiple is investments without an ‧ higher (lower) and active market EV/EBITAVal the marketability discount is lower ue Multiple (14.95 on December 31, (higher) 2019)

‧ P/B Value Multiple (1.13~2.27 and 1.11~2.33 on December 31, 2020 and 2019)

‧ P/E Value Multiple (28.36 on December 31, 2019)

‧ Discount due to Lack of Market liquidity (26.13%~30.00% and 6.45%~30.00% on December 31, 2020 and 2019)

294

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  • 6) Sensitivity analysis for fair values of financial instruments using Level 3 Inputs

The Company’s fair value measurement on financial instruments is reasonable. However, the measurement would differ if different valuation models or valuation parameters are used. For financial instruments using Level 3 inputs, if the valuation parameters are changed, the impact on net income or loss and other comprehensive income or loss will be as follows:

December 31, 2020
Financial assets at fair value through
other comprehensive income
Equity instruments without an
active
market
Equity instruments without an active
market
December 31, 2019
Financial assets at fair value through
other comprehensive income
Equity instruments without an active
market
Equity instruments without an active
market
Input Variation Impact on Fair Value Change
on Other Comprehensive
income or loss
Favorable
Change
Unfavorable
Change
$ 8,126
(8,126)
11,293
(11,293)
Impact on Fair Value Change
on Other Comprehensive
income or loss
Favorable
Change
Unfavorable
Change
$ 8,126
(8,126)
11,293
(11,293)
Favorable
Change
Value Multiple
Discount due to
Lack of Market
liquidity
Value Multiple
Discount due to
Lack of Market
liquidity
5%
5%
5%
5%
$ 8,126
11,293
$
19,419

(19,419)

$ 10,638
9,215



(10,638)

(9,215)
$
19,853

(19,853)
  • (y) Financial risk management

  • 1.Overview

The Company has exposures to the following risks from its financial instruments:

  • 1) credit risk

  • 2) liquidity risk

  • 3) market risk

The following likewise discusses the Company ’ s objectives, policies and processes for measuring and managing the above mentioned risks. For more disclosures about the quantitative effects of these risks exposures, please refer to the respective notes in the accompanying financial statements.

295

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

2.Risk management framework

The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The general manager, which reports to the Board of Directors, is responsible for the development of the Company-wide risk management policy and related systems and reports regularly to the Board of Directors.

The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and changes in operation of the Company. The Company, through its training and management standards and procedures, aim to develop a disciplined and constructive control environment, in which all employees understand their roles and obligations.

The Company’s Board of Directors oversees how management monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Company’s Board of Directors is assisted in its oversight role by internal audit. The internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Board of Directors.

3.Credit risk

Credit risk refers to the risk that a counterparty would default on its contractual obligations ’ resulting in financial loss to the Company. As at the end of the reporting period, the Company s maximum exposure to credit risk which will cause a financial loss to the Company due to failure of counterparties to discharge an obligation and financial guarantees provided by the Company could arise from:

  • 1) The carrying amount of the respective recognized financial assets as stated in the balance sheets; and

  • 2) The amount of contingent liabilities in relation to financial guarantee issued by the Company.

In order to minimize credit risk, the management of the Company has delegated a team responsible for determination of credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Company reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate impairment losses are made for irrecoverable amounts.

Please refer to Note (13)(a) for the information of guarantees and endorsements as of December 31, 2020.

4.Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it always has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

296

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

5.Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, and credit spreads will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return on risk.

The Company buys and sells derivatives, and also incurs financial liabilities, in order to manage market risks. All such transactions are carried out within the guidelines set by the Board of Directors and shareholder’s meeting with the supervision of the internal audit department. Information concerning all market risks of the Company was as follows:

1) Currency risk

The Company had foreign currency sales and purchases, which exposed the Company to foreign currency risk. Exchange rate exposures were managed within approved policy parameters utilizing forward foreign exchange contracts.

  • 2) Interest rate risk

The Company was exposed to interest rate risk because entities in the Company borrowed funds at both fixed and floating interest rates. The Company pays attention to changes in market interest rates in order to make plans to manage interest rate risk.

3) Other price risk

The Company was exposed to price risk through its investments in listed securities. The Company has appointed a special team to monitor and evaluate the price risk.

  • (z) Capital Management

The Company’s objectives for managing capital to safeguard the capacity to continue to operate, to continue to provide a return on shareholders, to maintain the interest of other related parties, and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Company may adjust the dividend payment to the shareholders, reduce the capital for redistribution to shareholders, issue new shares, or sell assets to settle any liabilities.

The Company use the debt-to-equity ratio to manage capital. This ratio is the total net debt divided by the total capital. The net debt from the balance sheet is derived from the total liabilities less cash and cash equivalents. The total capital and equity include share capital, capital surplus, retained earnings, and other equity plus net debt.

297

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

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

The Company’s investing and financing activities which did not affect the current cash flow in the year ended December 31, 2020 and 2019, were as follows:

For acquisitions of right-of-use assets by leasing, please refer to note 6(i).

Reconciliation of liabilities arising from financing activities were as follows:

Short-term borrowings
Lease liabilities
Total liabilities from financing activities
Short-term borrowings
Lease liabilities
Total liabilities from financing activities
January 1,
2020
Cash flows
$ 450,000
(450,000)
12,961
(3,793)
Non-cash changes
Acquisition
Others
December 31,
2020
-
-
-
3,612
(8,023)
4,757


$
462,961
(453,793)



3,612
(8,023)
4,757


January 1,
2019
Cash flows
$ -
450,000
17,497
(4,572)



Non-cash changes
Acquisition
Others
December 31,
2020
-
-
450,000
36
-
12,961


$
17,497
445,428

36
-
462,961

(7) Related Party Transactions

  • (a) Names and relationship with related parties

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

Name of related party
Excelsior Investment Co., Ltd.
Excelsior Group Holdings Co., Ltd.
Dynamic Medical Technologies Inc.
Dynamic Medical Technologies (Hong Kong)
Ltd.
Guangzhou Dynamic Inc.
Excelsior Beauty Co., Ltd.
Arich Enterprise Co., Ltd.
Bestsmile Co., Ltd.
Excelsior Healthcare Co., Ltd.
Excelsior Investment (Malaysia) Co., Ltd.
RENAL LABORATORIES SDN. BHD.
MEDI-CHEM SYSTEMS SDN. BHD.
RENAL MANAGEMENT SDN. BHD.
Excelsior Medical Co., Limited (Hong Kong)
Relationship with the Company
Entities with significant influence over the
Company

Subsidiary










298

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

Name of related party Relationship with the Company SinoExcelsior Investment Inc. Subsidiary EG Healthcare Inc. 〞 Excelsior Asset Management Co., Ltd. Joint venture before August 2, 2019 (Excelsior Asset) CYJ International Taiwan Inc. Associate before October 1, 2019 Jiate Excesior Co., Ltd. (Jiate) Associate Bestchain Healthtaiwan Co., Ltd. (Bestchain) 〞 Visionfront Corporation 〞 Excelsior Renal Service Co., Limited (ERS) 〞 Asia Best Healthcare Co., Limited (ABH) 〞 Medifly Co., Ltd. 〞 Asia Best Life Care Technology Co., Ltd. 〞 Arich Best Chain Co., Ltd. 〞 Exceed Healthcare Co., Ltd. 〞 Excelsior Long Term Care Corporation Entity 〞 Excelsior Osteology Co., Ltd. Associate before December 25, 2019 Hung Shun Chen Investment Co., Ltd. Other related parties SciVision Biotech Inc. 〞 Excelsior Health Foundation 〞 Triple AI Technology Co., Ltd. Other related parties before October 19, 2020

  • (b) Significant transactions with related parties

1.Operating revenue

1) Sales revenue

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

Subsidiaries
Associates-Bestchain
Associates-ERS
Associates-Others
Other related parties
For the Years Ended December 31,
2020
2019
$ 52,450
27,749
1,788,061
1,592,769
762,596
726,854
22,636
22,003
373
39
For the Years Ended December 31,
2020
2019
$ 52,450
27,749
1,788,061
1,592,769
762,596
726,854
22,636
22,003
373
39
2020
$ 52,450
1,788,061
762,596
22,636
373
$
2,626,116
2,369,414

The aforementioned transactions, except the sales to Bestchain and ERS that were priced on a cost-plus basis, were conducted on normal commercial terms.

299

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

2) Repair and maintenance revenue

The amounts of significant repair and maintenance revenue by the Company to related parties were as follows:

Subsidiaries
Associates-ERS
Associates-Bestchain
For the Years Ended December 31,
2020
2019
$ 422
242
85,521
70,754
2,589
5,345
For the Years Ended December 31,
2020
2019
$ 422
242
85,521
70,754
2,589
5,345
2020
$ 422
85,521
2,589

$
88,532

76,341

3) Other operating revenue-rental revenue

The amounts of significant other operating revenue-rental revenue by the Company to related parties were as follows:

Entities with significant influence over the Company
Subsidiaries
Associates-ERS
Associates-Others
Other related parties
For the Years Ended December 31,
2020
2019
$ 72
72
1,331
5,094
2,661
2,290
1,903
2,013
96
47
For the Years Ended December 31,
2020
2019
$ 72
72
1,331
5,094
2,661
2,290
1,903
2,013
96
47
2020
$ 72
1,331
2,661
1,903
96
$
6,063
9,516

4) Other operating revenue-service revenue

The amounts of significant other operating revenue-service revenue by the Company to related parties were as follows:

Subsidiaries-Dynamic Medical Technologies Inc.
Subsidiaries-Others
Associates-ERS
Associates-ABH
Associates-Bestchain
Associates-Others
Other related parties
For the Years Ended December 31,
2020
2019
$ 2,516
2,536
1,278
2,337
7,424
9,512
2,296
2,137
2,135
2,199
360
112
166
-
For the Years Ended December 31,
2020
2019
$ 2,516
2,536
1,278
2,337
7,424
9,512
2,296
2,137
2,135
2,199
360
112
166
-
2020
$ 2,516
1,278
7,424
2,296
2,135
360
166
$
16,175
18,833

300

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

2.Purchases from related parties

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

Associates

**For ** **the Years Ended ** December 31,
2020 2019
$ 9,014 6,473

There is no significant difference in terms and conditions of the purchases from associates between those provided to the third parties.

3.Receivables from related parties

Receivables from related parties were as follows:

Accounted for as
Category of related party
December 31,
2020
December 31,
2019
$ 24,721
14,257
455,219
455,067
159,022
146,371
8,272
9,476
56
130
420
466
8
-
$
647,718
625,767
Accounts receivable
Subsidiaries
Accounts receivable
Associates-Bestchain
Accounts receivable
Associates-ERS
Accounts receivable
Associates-Others
Other receivables
Subsidiaries
Other receivables
Associates
Other receivables
Other related parties

4.Payables to related parties

Payables to related parties were as follows:

Accounted for as
Category of related party
December 31,
2020
December 31,
2019
$ 4,666
1,931
5,187
4,454
16
3
$
9,869
6,388
Accounts payable
Associates
Other payables
Associates
Other payables
Subsidiaries

5.Property transactions

In November 2015, the Company entered into a purchase agreement with Excelsior Asset Management Co., Ltd. regarding the real estate in Xizhi. The transaction of disposal has been completed, resulting in an unrealized profit of $51,898 thousand in January 2016. On August 2, 2019, the Company acquired the remaining 49% shares of Excelsior Asset, wherein it had been reclassified from unrealized to realized profit.

301

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

6.Guarantee

As of December 31, 2020 and 2019, the Company provided its subsidiaries guarantees for loans, with the credit limits of $224,745 thousand and $79,215 thousand, wherein the amounts utilized were $112,564 thousand and $12,998 thousand, respectively.

As of December 31, 2019 and 2018, the Company also provided its associates guarantees for loans, with the credit limits of $661,200 thousand and $761,200 thousand, wherein the amounts utilized were $76,000 thousand and $100,000 thousand, respectively.

As of December 31, 2020 and 2019, the Company provided its subsidiaries guarantees for investment project, with the credit limits of $58,831 thousand and $87,420 thousand, respectively, which were not yet utilized.

  • 7.Lease

  • 1) In 2018, the Company rent the office with Excelsior Renal Service Co., Limited. A four-year lease contract was signed, in which the rental fee is determined based on nearby office rental rates. The total value of the contract was $480 thousand. For the years ended December 31, 2020 and 2019, the Company recognized the amount of $2 thousand and $4 thousand as interest expense. As of December 31, 2020 and 2019, the balance of lease liabilities amounted to $139 thousand and $257 thousand, respectively.

8.Others

Others
Associates and Other related parties
Fright and warehousing expenses
For the Years Ended December 31,
2020
2019
$
(48,318)
(40,410)
2020
$
(48,318)

The aforementioned rentals collected or paid quarterly or monthly were based on prevailing market rates.

As of December 31, 2020 and 2019, the Company had received collections in advance from associates for $1,000 thousand and $0 thousand as of 2020, respectively.

The outstanding receivables from related parties are unsecured. For the years ended December 31, 2020 and 2019, no impairment loss was recognized for receivables from related parties.

The outstanding payables to related parties are unsecured.

  • (d) Key management personnel compensation

Key management personnel compensation comprised:

Short-term employee benefits
Post-employment benefit
Share-based payment
For the Years Ended December 31,
2020
2019
$ 44,339
41,645
432
432
-
1,282
For the Years Ended December 31,
2020
2019
$ 44,339
41,645
432
432
-
1,282

2020
$ 44,339
432
-
$
44,771


43,359

302

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

(8) Pledged Assets

The carrying amounts of pledged assets were as follows:

Pledged assets Object December 31,
2020
December 31,
2019
$ -
507
-
101,486
$
-
101,993
Time deposits
Property, plant and equipment
Bank guarantee
Bank loans

(9) Significant Commitments and Contingencies

(a) Unrecognized contractual commitments

  1. As of December 31, 2020 and 2019, the unused letters of credit were $33,390 thousand and $53,278 thousand, respectively. The guarantee letters issued by banks for sales contract guarantee were all $36,000 thousands.

  2. In January 2007, the Company sold 51% equity interest in Jiate Excelsior to a Hong Kong-based company and entered into a joint venture agreement with the Hong Kong-based company. Pursuant to the agreement, the parties had established a joint venture, Excelsior Renal Service, in Hong Kong, of which 49% is held by Excelsior Healthcare, a subsidiary of the Company, and 51% by the Hong Kong-based company. Excelsior Renal Service had established a branch in Taiwan to engage in the sale and lease of medical supplies and equipment. Pursuant to the agreement, the Hong Kong-based company shall also have a right to purchase all of the Company’s equity interest in Jiate Excelsior and all of Excelsior Healthcare’s equity interest in Excelsior Renal Service from the fifth anniversary of the date of the agreement at a price to be negotiated by the parties.

  3. In January 2007, the Company entered into a supply agreement with the Hong Kong-based company mentioned in 2. above. Pursuant to the agreement, the Company shall purchase certain products from the Hong Kong-based company in agreed quantities at agreed prices annually. If the Company fails to purchase the agreed quantities in a year, the Company shall make an additional payment at specified percentages of the values of the under-purchased products.

  4. In September 2010, the Company entered into a license agreement with 3-D Matrix, Ltd. (“3DM”) for ten years. The agreement may be automatically extended for two years unless otherwise notified by either party at least six months prior to the expiration date of the agreement and may be extended in the same manner thereafter. Pursuant to the agreement, 3DM shall grant the Company an exclusive right to develop, sell and manufacture the products mentioned in the agreement in Taiwan, and the Company shall pay a royalty at an agreed amount and shall pay agreed amounts for purchases of inventories within agreed periods after the approvals relating to the products are obtained from the health authorities.

(10) Losses Due to Major Disasters : None.

(11) Subsequent Events : None.

303

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE) EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

(12) Others

  • (a) The employee benefits, depreciation, depletion and amortization expenses categorized by function were as follows:
were as follows:
By function
By item

For the Years Ended December 31, 2020
For the Years Ended December 31, 2019
Operating
cost
Operating
expense
Total Operating
cost
Operating
expense
Total
Employee benefits
Salary
Labor and health
insurance
Pension
Remuneration of
directors
Others
Depreciation
Amortization
38,695
3,534
2,072
-
1,527
3,223
130

155,577

11,092

5,465
26,664

5,877

20,536

2,140

194,272

14,626

7,537

26,664

7,404

23,759

2,270
39,820
3,611
2,092
-
1,554
6,085
236

168,914

10,688

5,245
24,538

5,666

20,121

1,577

208,734

14,299

7,337

24,538

7,220

26,206

1,813

For the years ended December 31, 2020 and 2019, the numbers of employees and their benefit expenses were as follows:

expenses were as follows:
Numbers of employees
Numbers of directors who were non-employees
The average employee benefits
The average salaries and wages
Average adjustment rate of employee salaries
Remuneration received by supervisors
2020
206
8
$
1,131
$
981
(7.45)%
$
-
2019
205
8
1,206

1,060

9.05%
-

The Company’s salary and remuneration policy (including directors, managers, and employees) is as follows:

The salary and remuneration of employee was agreed upon by labor and management, was adjusted in accordance with employee ’ s operating status, price level, contributions, abilities, and performance appraisal. The aforesaid salary and compensation shall not lower than the minimum wage approved by central competent authorities.

Wage means the remuneration which a worker receives for his/her services rendered, including wages, salaries and bonuses, allowances and any other regular payments regardless of the name which may be computed on an hourly, daily, monthly and piecework basis, whether payable in cash or in kind. Non-salary are non-regular payments in Article 10 of Enforcement Rules of the Labor Standards Act.

The salary and remuneration which the Company paid to directors and managers shall refer to their participation and contribution to the Company. The aforesaid salary and remuneration includes fixed salary, professional practice fee, pension, remuneration, and any bonus.

304

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

(13) Other disclosures

  • (a) Information on significant transactions

The following is the information on significant transactions required by the “ Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Company for the year ended December 31, 2020:

  1. Fund financing to other parties: None.

  2. Guarantees and endorsements for other parties:

(Expressed in thousands of New Taiwan dollars)

No. Endorsement/
guarantee
provider
Counter-party Counter-party Limitation on
endorsement
/guarantee amount
provided to each
guaranteedparty
Maximum balance
for theyear

Ending balance
Amount actually
drawn
Amount of
endorsement/
guarantee
collateralized by
properties
Ratio of accumulated
endorsement/guarantee
to net equity per latest
financial statements
Maximum

endorsement
guarantee amount
allowance
(Note 9)
Guarantee
provided by parent
company
Guarantee provided
by a subsidiary

Guarantee
provided to
subsidiaries in
Mainland China
Name Nature of
relationship
(Note 2)
0

0
0
0
0
0
0
0
1

2

3
The Company















Dynamic Medical
Technologies Inc.
Excelsior Beauty
Co., Ltd.
Arich Enterprise
Co.,Ltd.
Excelsior Investment
(Malaysia) Co., Ltd.
(Note 4)
Excelsior Asset
Management CO.,
Ltd. (Note 4)
EG Healthcare, Inc.
(Note 4)
Bestsmile Co., Ltd.
(Note 4)
Medi-Chem System
Sdn Bhd (Note 4)
Renal Laboratories
Sdn Bhd (Note 4)
Excelsior Renal
Service Co., Limited
(Note 3)
Bestchain
Healthtaiwan Co., Ltd.
(Note 3)
Dynamic Medical
Technologies (Hong
Kong) Ltd. (Note 6)
Dynamic Medical
Technologies Inc.
(Note 7)
Taiwan Shionogi Inc.
(Note 5)
2
2
2
2
2
2
1

1
2
3
1
1,518,179
1,518,179
1,518,179
1,518,179
1,518,179
1,518,179
762,596
1,788,061
258,186
66,377
171,415

88,091

100,000

59,215

20,000

14,745

73,725

-

861,200

59,970

1,000

-

58,831

100,000

29,305

10,000

14,240

71,200
-

661,200

54,682

-
-

-

100,000

-

10,000

1,282

1,282
-

76,000

-
-
-
-

-
-

-

-

-
-

-
-
-
-
0.78%
1.32%
0.39%
0.13%
0.19%
0.94%
-
%
8.71%
4.24%
-
%
-
%
7,590,897
7,590,897
7,590,897
7,590,897
7,590,897
7,590,897
7,590,897
7,590,897
645,465
165,942
890,352

Y

Y

Y

Y

Y

Y



Y

Y

Note 1: the description of number column:

  1. 0 is issuer.

  2. Investees are listed by name and numbered starting with 1.

Note 2: Relationship with the Company

  1. The companies with which it has business relations.

  2. Subsidiaries in which the Company directly or indirectly holds more than 50% of its total outstanding common shares.

  3. The parent company which directly or indirectly holds more than 50% of its voting rights.

  4. Subsidiaries in which the Company directly or indirectly holds more than 90% of its voting rights.

  5. Companies in the same type of business and providing mutual endorsements/ guarantees in favor of each other in accordance with the contractual obligations in order to fulfill the needs of the construction project.

  6. Shareholders making endorsements and/or guarantees for their mutually invested company in proportion to their shareholding percentage.

  7. Companies in the same type of business providing guarantees of pre-sale contracts according to the regulation.

Note 3: For guarantee and endorsement to those companies with business contact, the maximum amount cannot exceed the trading amount between two parties for the current year.

Note 4: The total amount of guarantee and endorsement cannot exceed 20% of the Company’s net asset value from the most recent audited or reviewed report.

Note 5: For guarantee and endorsement from Arich to the Company with business contact, the maximum amount cannot exceed the trading amount between two parties for the most recent 24 months.

Note 6: The total amount of guarantee and endorsement cannot exceed 20% of Dynamic’s net asset value from the most recent audited or reviewed report.

Note 7: The total amount of guarantee and endorsement cannot exceed 20% of Excelsior Beauty Co., Ltd.’s net asset value from the most recent audited or reviewed report.

Note 8: The total amount of guarantee and endorsement cannot exceed the Company’s net asset value from the most recent audited or reviewed report, Dynamic, Excelsior Beauty, Hong Kong Excelsior and Arich cannot exceed 50% of their net asset value from the most recent audited or reviewed report.

305

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  1. Information regarding securities held at balance sheet date (excluding investment in subsidiaries, associates and joint ventures):

(Expressed in thousands of New Taiwan dollars)

Name of holder Category and name
of security
Relationship
with the
Company
Account title Ending balance Ending balance Ending balance Ending balance Notes
Number of shares Book value Percentage of
shares
Market value

The Company



















Excelsior
Healthcare
Co.Limited
EG Healthcare, Inc.
Dynamic Medical
Technologies Inc.



Dynamic Medical
Technologies
(Hong Kong) Ltd.

Excelsior Beauty
Co., Ltd.

Arich Enterprise
Co., Ltd.
Stock
SciVision Biotech Inc.
3-D Matrix, Ltd.
Caregen Co., Ltd
Gie Cheng Co., Ltd.
Missioncare Co., Ltd.
Missioncare Asset
Management Co., Ltd.
Rui Guang Healthcare Co.,
Ltd.
Arcos Bio-Tech Corporation
Sunder Biomedical Tech. Co.,
Ltd.
Linkon International Golf &
Country Club
Chai Tai Bo Ai Investment
Limited
The Orchard Golf & Country
Club
SciVision Biotech Inc.

Caregen Co., Ltd.
Stock Warrant
Viveve Medical Inc.
Stock
Join Fun Co., Ltd.
Stock
National Pharmaceutical
Logistics Corp., Ltd.
-

-
-
-
-
-
-
-
-
-
-
-
Other related
parties

-

-

Board director of
investee
Fair value through
other comprehensive
income













Financial assets at fair
value through profit
or loss
Fair value through
other comprehensive
income
492,650
297,400
55,500
3,795,000
1,580,526
669,473
2,423,951
51,014
2,279,578
1
10,000
1
1,189,539
34,500

250
263,340
-
30,397
23,747
105,055
21,138
21,827
6,936
24,021
294
44,247
8,350
28,026
404
73,395
65,403
-
2,867
279,330

0.81%

0.71%

0.52%

17.25%

1.09%

1.05%

7.15%

2.71%

3.80%

0.10%

8.00%

-
%

1.95%

0.32%
-
%

19.00%

17.65%

30,397

23,747

105,055

21,138

21,827

6,936

24,021

294

44,247

8,350

28,026

404

73,395

65,403

-

2,867

279,330















Note

Note : Act as limited company, no outstanding share.

  1. Accumulated buying/selling of the same marketable securities for which the amount reaches $300 million or 20% or more of paid-in capital: None.

  2. Acquisition of real estate for which the amount reaches $300 million or 20% or more of paid-in capital : None.

  3. Disposition of real estate for which the amount reaches $300 million or 20% or more of paid-in capital: None.

306

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

  1. Buying/selling products with the amount reaches $100 million or 20% or more of paid-in capital:

(Expressed in thousands of New Taiwan dollars)

Name of
company
Name of
Counter-party
Relationship Transaction details Transaction details Transaction details Transaction details Transactions with terms
different from others
Transactions with terms
different from others
Account/note receivable
(payable)
Account/note receivable
(payable)
Notes

Purchase/
Sale
Amount Percentage
of total
purchases/
sales

Credit period
Unit price Credit period Balance Percentage of
total accounts/
notes
receivable
(payable)
The Company


Excelsior Renal
Service Co.,
Limited

Bestchain
Healthtaiwan Co.,
Ltd.
Associates
Sales
(762,596)
(1,788,061)

(18.16)%

(42.58)%
Net 30-60 days
Net 30-90 days

-

-
159,022
455,219

15.24%

43.62%
Note 1
Note 1
  • Note 1: The unit price of cost of goods sold for the Company is based on cost-plus pricing approach by product that is lower than average; because, the expense of goods sold for related parties is lower than average price as well.

  • Accounts receivable from related parties for which the amount reaches $100 million or 20% or more of paid-in capital:

(Expressed in thousands of New Taiwan dollars)

Name of
related party
Counter-party Relationship Balance of
receivables
from related
party
Turnover
rate
Past-due receivables from
related party
Past-due receivables from
related party
Subsequently
received amount
of receivables
from related
party

Allowances
for bad debts
Amount Action taken
The Company


Excelsior Renal
Service Co.,
Limited
Bestchain
Healthtaiwan Co.,
Ltd.
Associates
159,022
455,219

4.99

3.93

-

-
-
-
157,085
300,359

-

-
  1. Derivative transactions:

Please refer to Note (6)(b) and (6)(x) for related information.

  • (b) Information on investees:

For the year ended December 31, 2020, the following is the information of investees (excluding investees in Mainland china):

(Amounts Expressed in Thousands of New Taiwan Dollars, Except for Share Data)

Name of the
investor
Name of investee Location Major operations Initial invest ment amount Ending balan Ending balan ce Net income
(loss) of the
investee
Investment
income
(losses)
Notes
Ending
balance
Beginning
balance
Shares Ratio of
shares
Book value
The Company J
L

B
H
L

A
L
iate Excesior Co.,
td.
estchain
ealthtaiwan Co.,
td.
rich Enterprise Co.,
td.
New Taipei
City
New Taipei
City
New Taipei
City
Sale, maintenance and
lease of medical
equipment, and
medical management
consultancy service
Sale of medical
equipment and
medicines,
interagation of
warehousing and
information
Sale of medicines,
and logistics service

5,279
277,647
380,856

5,279

277,647

197,604

1,607,200

41,150,196

29,829,742

49.00%

44.68%

40.00%

34,939

510,099

710,324

30,256

170,165

47,249

14,826

75,953

18,834
Associate
Associate
(Note 1)
Subsidiary
(Notes 2)

307

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

Name of the
investor
Name of investee Location Major operations Initial invest ment amount Ending balan Ending balan ce Net income
(loss) of the
investee
Investment
income
(losses)
Notes
Ending
balance
Beginning
balance
Shares Ratio of
shares
Book value
The Company
















Excelsior
Healthcare
Co., Limited






Dynamic
Medical
Technologies
Inc.



Dynamic Medical
Technologies Inc.
Excelsior Healthcare
Co., Limited
Bestsmile Co., Ltd.

Visionfront
Corporation
Sunrise Health Care
Company
Excelsior Medical
Co., Limited (Hong
Kong)
Excelsior Beauty Co.,
Ltd.
Excelsior Asset
Management Co., Ltd.
Medifly Co., Ltd.

EG Healthcare, Inc.

Excelsior Renal
Service Co., Limited
Excelsior Medical
Co., Limited (Hong
Kong)
Excelsior Investment
(Malaysia) Co., Ltd
Dynamic Medical
Technologies (Hong
Kong) Ltd.
Excelsior Beauty Co.,
Ltd.
Medytox Taiwan Inc.
New Taipei
City
British
Virgin
Islands
New Taipei
City
New Taipei
City
New Taipei
City
Hong Kong
New Taipei
City

New Taipei
City
Taichung

Philippines
Hong Kong
Hong Kong
British
Virgin
Islands
Hong Kong
New Taipei
City
New Taipei
City
Sale, maintenance and
lease of laser medical
equipment for beauty
treatment, and sale of
consumables of
beauty treatment and
cosmetic products
Investment business
Sale of medical
equipment, and
medical management
consultancy service
Sale of medical
equipment, and
medical management
consultancy service
Sale of medical
equipment, and
medical management
consultancy service
Investment business
Sale of aesthetic
medical and cosmetic
health-care products
Sales of medical
equipment, precision
instrument and real
estate
Sale of medical
equipment and
medicines
Sale and lease of
medical equipment,
and medical
management
consultancy service
Sale, maintenance and
lease of medical
equipment, and
medical management
consultancy service
Investment business
Investment business
Sale and maintenance
of medical equipment
Sale of aesthetic
medical and cosmetic
health-care products
Sale of cosmetic
health-care products

180,300

1,244,687
32,093
44,069
18,806

1,588,746
91,984
780,525
31,899
19,256

312,505

862,529

166,346
382,278
138,745
18,000

180,300

1,244,687

32,093

44,069

18,806

1,588,746

91,984

780,525

31,899

19,256

312,505

862,529

139,467

382,278

138,745

18,000

11,550,425

39,411,623

1,150,874

2,434,870

2,085,547

53,154,741

11,534,804

80,398,900

3,615,976

5,293,453

73,375,728

29,439,829

5,395,436

98,777,228

15,154,496

1,800,000

38.50%

100.00%

98.02%

44.47%

23.97%

64.36%

41.02%

100.00%

28.66%

99.99%

49.00%

35.64%

100.00%

100.00%

53.89%

40.00%

510,182

1,683,345

5,585

23,259

28,064

1,604,550

136,313

606,569

83,433

70,349

399,999

888,536

149,897

257,027

174,001

1,192

115,995

114,217

(1,009)

(1,328)

1,427

76,271

6,719

4,740

49,889

14,305

158,817

76,271

(1,295)

10,273

6,719

(1,414)

44,658

114,217

(989)

(590)

342

49,088

3,047

4,740

14,298

-


-


-


-


-


-


-
Subsidiary
Subsidiary
Subsidiary
Associate
Associate
Subsidiary
Sub-subsidiary
Subsidiary
Associate
Sub-subsidiary
Associate
Subsidiary
Sub-subsidiary
Subsidiary
Subsidiary
(Note 1)
Associate

308

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

Name of the
investor
Name of investee Location Major operations Initial invest ment amount Ending balan Ending balan ce Net income
(loss) of the
investee
Investment
income
(losses)
Notes
Ending
balance
Beginning
balance
Shares Ratio of
shares
Book value
Dynamic
Medical
Technologies
(Hong Kong)
Ltd.


Excelsior
Beauty Co.,
Ltd.
Excelsior
Medical Co.,
Limited
(Hong Kong)
Excelsior
Investment
(Malaysia)
Co., Ltd


MEDI-CHEM
SYSTEMS
SDN. BHD.
Excelsior Beauty
Limited of Hong
Kong
CYJ
INTERNATIONAL
COMPANY
LIMITED
CYJ International
Taiwan Inc.
Asia Best Healthcare
Co., Ltd.
RENAL
LABORATORIES
SDN. BHD.
MEDI-CHEM
SYSTEMS SDN.
BHD.

RENAL
MANAGEMENT
SDN. BHD.
Hong Kong
Hong Kong
New Taipei
City
Cayman
Islands
Malaysia

Malaysia

Malaysia
Sale of professional
weight-loss and
cosmetic health-care
products
Sale and treatment of
hair regrowth and
conditioning
Sale and treatment of
hair protecting and
conditioning
Long-term care
business
Manufacture of
medical equipment
Sale of medical
equipment
Lease business
-
66,547
97,920
1,395,079
136,982
25,865
1,315
25,198

66,547

97,920

1,395,079

128,572

7,397

1,315

-

2,150,000

9,792,000

338,800

16,773,586

350,000

200,000
-
%

50.00%

80.00%

49.38%

70.00%

70.00%

100.00%

-

9,864

80,778

1,404,421

168,133

39,093

9,154
-

(2,993)

(12,254)

124,426

1,376

(1,372)

256
-


-


-


-


-


-


-
Sub-subsidiary
(Note 4)
Associate
Sub-subsidiary
Associate
Sub-subsidiary
Sub-subsidiary
Sub-subsidiary

Note 1: Including the adjustment made from the unrealized gain/loss with subsidiaries and associates. Note 2: Including the amortization listed by the book value of net identified assets. Note 3: According to the regulations, the Company are required to disclose the share of income/loss of investees. Note 4: Excelsior Beauty Limited of Hong Kong has liquidation completed in January, 2020.

(c) Information on investment in Mainland China:

1. Information on investment in Mainland China:

(Amounts Expressed in Thousands of New Taiwan Dollars)

Name of the
investee
Main Businesses and
products
Total amount of
pain-in capital
Method of
investment
(Note 1)

Accumulated
outflow of
investment from
Taiwan as of
January 1,
2020

Investme
nt flows Accumulated
outflow of
investment from
Taiwan
as of December
31, 2020

Net income
(loss) of the
investee
Direct
/indirect
shareholding
(%) by the
Company
Current
investment
gains and
losses
Carrying
Amount
Accumulated
Inward
Remittance
of Earnings
Out-flow Inflow
Excelsior
Healthcare
(Shanghai)
Corporation (Note
3)
Shanghai Lintech
Medicare Co.
(Note 4)
Pacific Beijing
Bo-Ai Medical
Management
Consulting Co.,
Ltd.
SinoExcelsior
Investment Inc.
(Note 5)
Guangzhou
Dynamic Inc.
(Note 6)
Sale and lease of
medical equipment,
and medical
management
consultancy service
Sale and maintenance
of medical equipment
Investment business
and medical
management
consultancy service
Investment business,
sale and lease of
medical equipment,
and medical
management
consultancy service
Sale and maintenance
of medical equipment
-

-
84,187
291,579
44,346
(2)
(2)

(2)

(2)

(2)
30,240
29,213
80,327
947,845
119,574

-

-

-

-

-
-
-
-
-
-
30,240
29,213
80,327
947,845
119,574

-

-

(55,283)

4,374

678
-
%
-
%

7.80%

100.00%

100.00%

-

-

-

4,374

678
-
-
28,026

130,872

12,161
-
-

-

-

-

309

(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

EXCELSIOR MEDICAL CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, UNLESS OTHERWISE SPECIFIED)

Name of the
investee
Main Businesses and
products
Total amount of
pain-in capital
Method of

investment
(Note 1)

Accumulated
outflow of
investment from
Taiwan as of
January 1,
2020

Investme
nt flows Accumulated
outflow of
investment from
Taiwan
as of December
31, 2020
Net income
(loss) of the
investee
Direct
/indirect
shareholding
(%) by the
Company
Current
investment
gains and
losses
Carrying
Amount
Accumulated
Inward
Remittance
of Earnings
Out-flow Inflow
Beijing Dynamic
Inc. (Note 7)
National
Pharmaceutical
Logistics Corp.,
Ltd.
Sale and maintenance
of medical equipment
Medical logistics
-
370,493
(2)

(3)
34,424
66,603

-

-
-
-
34,424
66,603

-

152,384
-
%

17.65%

-

-
-
279,330
-

49,732
  1. Limitation on investment in Mainland China:
Company Accumulated Investment
in Mainland China as of
December 31, 2020
Investment Amounts
Authorized by
Investment Commission, MOEA
Upper Limit on
Investment(Note 8)
The Company
Dynamic Medical Technologies Inc.
Arich Enterprise Co., Ltd.
1,087,625

153,998
66,603
1,289,640
153,998
66,603
4,554,538
774,558
1,068,422

Note 1: Investments in Mainland China are differentiated by the following four methods:

  • (1) Direct investment in Mainland China with remittance through a third region.

  • (2) Indirect investment in Mainland China through an existing investee company in a third region.

  • (3) Other methods (i.e. entrusted Investment)

Note 2: Recognition of investment gain or loss during current period is pursuant to the following: (1) If the corporation is in the set-up phase, notes are required.

  • (2) Recognition basis of investment gains or losses is determined by the following three types, and related notes are required. 1) Financial statements of the investee company were audited and certified by an international firm in cooperation with an R.O.C. accounting firm.

  • 2) Financial statements of the investee company were audited and certified by the external accountant of the parent company. 3) Others

Note 3: The liquidation procedure of Excelsior Healthcare (Shanghai) Corporation was completed in March 2016, and the investment had remitted to Excelsior Healthcare Co., Limited in the third place. As of December 31, 2020, the accumulated amount of investment from Taiwan has not been repatriated yet.

Note 4: The disposal of Shanghai Lintech Medicare Co. was completed in December 2015. As of December 31, 2020, the original investment amount of $29,213 thousand from Taiwan has not been repatriated yet.

Note 5: The current investment outflow is not included the direct investment amount of $207,380 thousand through the third region. Note 6: Guangzhou Dynamic Inc. reduced capital to cover losses amounting to $75,252 thousand in Apirl 2020.

  • Note 7: The liquidation procedure of Beijing Dynamic Inc. was completed in November 2018, and the investment had remitted to Dynamic Medical Technologies (Hong Kong) Ltd. in the third place. As of December 31, 2020, the accumulated amount of investment from Taiwan has not been repatriated yet.

  • Note 8: (1)The upper limit on investment of the Company and Dynamic Medical Technologies Inc. is the 60% of net value. (2)The upper limit on investment of Arich Enterprise Co., Ltd. is the higher of $80,000 thousand or 60% of net value.

  • Note 9: All amounts listed are disclosed in NTD.

  • Significant transactions:

The significant inter-company transactions with the subsidiary in Mainland China, which were eliminated in the preparation of consolidated financial statements, are disclosed in “ ” Information of significant transactions .

  • (d) Major shareholders:
Shareholding
Shareholders Name
Shares Percentage
Excelsior Investment Co., Ltd. 15,773,454
11.17%
Excelsior Group Holdings Co., Ltd. 14,914,833
10.56%
Bestchain Healthtaiwan Co., Ltd. (Bestchain) 13,865,245
9.82%

(14) Segment Information

Please refer the consolidated financial statements for the year ended December 31, 2020.

310

EXCELSIOR MEDICAL CO., LTD.

STATEMENT OF CASH AND CASH EQUIVALENTS

DECEMBER 31, 2020

(Expressed in Thousands of New Taiwan Dollars)

Item Description Amount
$ 67
171
289,481
11,895
102,797
34,681
4
149,377
509
149,886
$
439,605
Cash
Cash in bank
Total
Petty cash
Checking accounts
Demand deposits
Foreign deposits
USD 418 thousand
JPY 372,050 thousand
EUR 990 thousand
CNY 1 thousand
Time deposits
Subtotal

STATEMENT OF NOTES RECEIVABLE

Client Name Description Amount
$ 7,992
5,823
47,393
Note
Youlin Industrial Ltd.
Grant River Co., Ltd.
Other
Total


The year-end balance of each
client does not exceed 5% of the
account balance.

$
61,208

311

EXCELSIOR MEDICAL CO., LTD.

STATEMENT OF ACCOUNTS RECEIVABLE

DECEMBER 31, 2020

(Expressed in Thousands of New Taiwan Dollars)

Client Name Description Amount
$ 455,219
159,022
32,993
Note



The year-end balance of
each client does not exceed
5% of the account balance.





The year-end balance of
each client does not exceed
5% of the account balance.



Related Parties:
Bestchain Healthtaiwan Co., Ltd.
Excelsior Renal Service Co.,
Limited
Other
Subtotal
Non-related Parties:
Ikko Corporation
Chung Shan Medical University
Hospital
Hi-Clearance Inc.
Other
Subtotal
Total
Less: Allowance for Impairment
Net Amount
Payment for goods






647,234

19,474
18,561
18,496
278,641

335,172

982,406
(20,850)

$
961,556

312

EXCELSIOR MEDICAL CO., LTD.

STATEMENT OF OTHER RECEIVABLES

DECEMBER 31, 2020

(Expressed in Thousands of New Taiwan Dollars)

Item Description Amount
$ 272
134
78
Note
Related Parties:
Excelsior Renal Service Co.,
Limited
Asia Best Healthcare Co.,
Limited
Other
Non-related Parties:
Total
Advances paid for related parties

Subtotal
Interest receivable
Other
Subtotal
484
5
3,317

3,322

$
3,806

STATEMENT OF INVENTORIES

**Item ** Amount
Cost
Net realized value
$ 491,314
565,022
89,075
111,620
Amount
Cost
Net realized value
$ 491,314
565,022
89,075
111,620
Note
Cost
$ 491,314
89,075
Merchandise
Inventory in-transit
Total


$
580,389

676,642

313

EXCELSIOR MEDICAL CO., LTD.

STATEMENT OF CHANES IN FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31, 2020

(Expressed in Thousands of New Taiwan Dollars)

Name of financial instrument
SciVision Biotech Inc.
3-D Matrix, Ltd.
Caregen Co., Ltd.
Subtotal
Unlisted Stock
Gie Cheng Co., Ltd.
Missioncare Co., Ltd.
Missioncare Asset Management
Co., Ltd.
Rui Guang Healthcare Co., Ltd.
Arcos Bio Tech Corporation
Sunder Biomedical Tech. Co., Ltd.
Linkon International Golf &
Country Club
Subtotal
Total
Beginning balance
Shares
Fair value
473,000 $ 33,961
302,400
39,895
55,000
82,798
156,654
3,795,000
30,056
1,580,526
19,172
669,473
6,969
2,423,951
27,197
51,014
549
2,279,578
56,534
1
8,125
148,602
$
305,256
Beginning balance
Shares
Fair value
473,000 $ 33,961
302,400
39,895
55,000
82,798
156,654
3,795,000
30,056
1,580,526
19,172
669,473
6,969
2,423,951
27,197
51,014
549
2,279,578
56,534
1
8,125
148,602
$
305,256
Addition
Shares
Amount
23,650
-
-
-
-
22,257
22,257
-
-
-
2,655
-
-
-
-
-
-
-
-
-
225
2,880
25,137
Addition
Shares
Amount
23,650
-
-
-
-
22,257
22,257
-
-
-
2,655
-
-
-
-
-
-
-
-
-
225
2,880
25,137
Addition
Shares
Amount
23,650
-
-
-
-
22,257
22,257
-
-
-
2,655
-
-
-
-
-
-
-
-
-
225
2,880
25,137
Decrease
Shares
Amount
4,000
3,564
5,000
16,148
-
-
19,712
-
8,918
-
-
-
33
-
3,176
-
255
-
12,287
-
-
24,669
44,381
Decrease
Shares
Amount
4,000
3,564
5,000
16,148
-
-
19,712
-
8,918
-
-
-
33
-
3,176
-
255
-
12,287
-
-
24,669
44,381
Decrease
Shares
Amount
4,000
3,564
5,000
16,148
-
-
19,712
-
8,918
-
-
-
33
-
3,176
-
255
-
12,287
-
-
24,669
44,381
Ending balance
Shares
Fair value
492,650
30,397
297,400
23,747
55,000
105,055
159,199
3,795,000
21,138
1,580,526
21,827
669,473
6,936
2,423,951
24,021
51,014
294
2,279,578
44,247
1
8,350
126,813
286,012
Ending balance
Shares
Fair value
492,650
30,397
297,400
23,747
55,000
105,055
159,199
3,795,000
21,138
1,580,526
21,827
669,473
6,936
2,423,951
24,021
51,014
294
2,279,578
44,247
1
8,350
126,813
286,012
Ending balance
Shares
Fair value
492,650
30,397
297,400
23,747
55,000
105,055
159,199
3,795,000
21,138
1,580,526
21,827
669,473
6,936
2,423,951
24,021
51,014
294
2,279,578
44,247
1
8,350
126,813
286,012
Collateral
None








Note
Shares
23,650
-
-
-
-
-
-
-
-
-
Shares
4,000
5,000
-
-
-
-
-
-
-
-
Shares
492,650
297,400
55,000
3,795,000
1,580,526
669,473
2,423,951
51,014
2,279,578
1

22,257
19,712
159,199

-
2,655
-
-
-
-
225

8,918
-
33
3,176
255
12,287
-

21,138
21,827
6,936
24,021
294
44,247
8,350

148,602
2,880 24,669
126,813

$
305,256

25,137

44,381

286,012

314

EXCELSIOR MEDICAL CO., LTD.

STATEMENT OF CHANGES INVESTMENTS ACCOUNTED FOR USING

EQUITY METHOD

FOR THE YEAR ENDED DECEMBER 31, 2020

(Expressed in Thousands of New Taiwan Dollars)

Name of investee
Listed companies
Dynamic Medical Technologies Inc.
Arich Enterprise Co., Ltd.
Unlisted companies
Jiate Excesior Co., Ltd.
Bestchain Healthtaiwan Co., Ltd.
Excelsior Healthcare Co., Limited
Bestsmile Co., Ltd.
Visionfront Corporation
Sunrise Health Care Company
Excelsior Medical Co., Limited (Hong
Kong)
Excelsior Beauty Co., Ltd.
Excelsior Asset Management Co., Ltd.
Medifly Co., Ltd.
Total
Beginning balance
Shares
Amount
11,550,425 $ 506,633
17,612,921
496,938
1,607,200
20,685
35,708,258
397,779
39,411,623
1,626,378
1,150,874
6,574
2,434,870
23,849
2,085,547
27,703
53,154,741
1,612,294
11,534,804
146,508
80,000,000
601,829
3,228,550
73,906
$
5,541,076
Beginning balance
Shares
Amount
11,550,425 $ 506,633
17,612,921
496,938
1,607,200
20,685
35,708,258
397,779
39,411,623
1,626,378
1,150,874
6,574
2,434,870
23,849
2,085,547
27,703
53,154,741
1,612,294
11,534,804
146,508
80,000,000
601,829
3,228,550
73,906
$
5,541,076
Addition
Shares
Amount
-
45,600
12,216,821
231,546
-
14,826
5,441,938
112,320
-
114,483
-
-
-
-
-
361
-
49,201
-
3,047
398,900
4,740
387,426
15,338
591,462
Addition
Shares
Amount
-
45,600
12,216,821
231,546
-
14,826
5,441,938
112,320
-
114,483
-
-
-
-
-
361
-
49,201
-
3,047
398,900
4,740
387,426
15,338
591,462
Addition
Shares
Amount
-
45,600
12,216,821
231,546
-
14,826
5,441,938
112,320
-
114,483
-
-
-
-
-
361
-
49,201
-
3,047
398,900
4,740
387,426
15,338
591,462
Decrease
Shares
Amount
-
42,051
-
18,160
-
572
-
-
-
57,516
-
989
-
590
-
-
-
56,945
-
13,242
-
-
-
5,811
195,876
Decrease
Shares
Amount
-
42,051
-
18,160
-
572
-
-
-
57,516
-
989
-
590
-
-
-
56,945
-
13,242
-
-
-
5,811
195,876
Decrease
Shares
Amount
-
42,051
-
18,160
-
572
-
-
-
57,516
-
989
-
590
-
-
-
56,945
-
13,242
-
-
-
5,811
195,876
Ending balance Ending balance Amount
510,182
710,324
34,939
510,099
1,683,345
5,585
23,259
28,064
1,604,550
136,313
606,569
83,433
Market value o Market value o r net assets value
Total amount
567,126
748,727
34,979
536,523
1,706,597
5,585
23,259
28,064
1,604,550
136,134
814,492
83,580
Collateral
None
"
"
"
"
"
"
"
"
"
"
"
Note
Shares
-
12,216,821
-
5,441,938
-
-
-
-
-
-
398,900
387,426
Shares Shares
11,550,425
29,829,742
1,607,200
41,150,196
39,411,623
1,150,874
2,434,870
2,085,547
53,154,741
11,534,804
80,398,900
3,615,976
Percentage of
ownership
38.50%
40.00%
49.00%
44.68%
100.00%
98.02%
44.47%
23.97%
64.36%
41.02%
100.00%
28.66%
Unit price
49.10
25.10
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

$
5,541,076

591,462

195,876

5,936,662

6,289,616

Note: Net assets value of unlisted companies was according to the report issued by the investee or the audit report of the investee.

315

EXCELSIOR MEDICAL CO., LTD.

STATEMENT OF ACCOUNTS PAYABLE

December 31, 2020

(Expressed in Thousands of New Taiwan Dollars)

Client Name Description Amount
$ 3,942
724
Note
Related Parties:
Medifly Co., Ltd.
Bestchain Healthtaiwan Co., Ltd.
Subtotal
Non-related Parties:
Medtronic (Taiwan) Ltd.
Asahi Kasei Kuraray Medical
Co., Ltd.
Chi Sheng Pharma & Biotech
Co., Ltd.
Sunder Biomedical Tech. Co.,
Ltd.
Other
Subtotal
Total


The year-end balance of
each client does not exceed
5% of the account balance.
4,666

160,884
128,377
57,208
41,525
227,533

615,527

$
620,193

STATEMENT OF OTHER PAYABLES

Item Description Amount
$ 67,514
28,729
18,189
8,959
3,235
2,448
33,159
$
162,233
Other payables
Total
Employee wages and bonuses payable
Salaries and bonuses payable
Remuneration payable of directors
Compensated absence payable
Insurance payable
Professional fees payable
Other

316

EXCELSIOR MEDICAL CO., LTD. STATEMENT OF OPERATING REVENUE

FOR THE YEAR ENDED DECEMBER 31, 2020

(Expressed in Thousands of New Taiwan Dollars)

Item
Sales revenue
Surgical supplies
Artificial kidneys, blood tubing
sets, lumbar puncture needles
Erythropoietin, liquid medicines,
powder medicines
Blood bags
Medical supplies
Medical equipment
Medicines
Household appliances
Other
Subtotal
Repair and maintenance revenue
Other operating revenue
Net
Quantity Amount
$ 1,475,340

1,068,129

753,510

178,281

123,450

105,443

92,137

119,381
78,279
Note
2,379,034 pieces
11,207,111 pieces /pairs
4,328,042 doses/buckets/ packs
589,363 bags
3,551,612 packs/pieces
1,054 sets
1,808,498 pills
37,652 sets













3,993,950
174,018
31,772

$
4,199,740

317

EXCELSIOR MEDICAL CO., LTD. STATEMENT OF OPERATING COSTS

FOR THE YEAR ENDED DECEMBER 31, 2020

(Expressed in Thousands of New Taiwan Dollars)

Item
Cost of Goods Sold
Inventory, January 1
Add: Purchase
Transfer to inventory
Other
Less: transfer to property, plant and equipment
Inventory, December 31
Cost of Goods Sold
Repair and maintenance costs
Other operating costs
Reversal on invnetory valuation and obsolescence
Operating costs
Amount
$ 585,241
3,483,370
72
4,509
(16,543)
(614,344)
3,442,305
83,159
3,154
(14,610)
$
3,514,008

318

EXCELSIOR MEDICAL CO., LTD.

STATEMENT OF SELLING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 2020

(Expressed in Thousands of New Taiwan Dollars)

Item Description Amount
$ 62,096
49,065
13,759
11,590
70,409
Note




The year-end balance of
each account does not
exceed 5% of the account
balance.


Note

$
206,919
Salary and wages expense
Other

The year-end balance of
each account does not
exceed 5% of the account
balance.

$
158,015

319

  1. Up to the Publication Date of this Annual Report, Has the Group Experienced Financial Turnover Difficulties: None.

320

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

321

1. Financial Status

  • (1) Comparative analysis of financial status

Unit: NT$ thousands

Unit: NT$thousands Unit: NT$thousands
Year
Item
2020 2019 Difference
Amount
Current assets 8,501,800
8,614,685

(112,885)
(1.31)
Property, plant and
equipment
534,339
560,863

26,524

4.73
Intangible assets 32,653
31,967

686

2.15
Other assets 4,935,840
4,557,469

378,371

8.30
Total assets 14,004,632
13,764,984

239,648

1.74
Current liabilities 4,019,932
4,829,102

(809,170)
(16.76)
Non-current liabilities 404,996
303,970

101,026

33.24
Total liabilities 4,424,928
5,133,072

(708,144)
(13.80)
Equity attributable to
owners ofparent
7,590,897
6,946,341

644,556

9.28
Share capital 1,411,490
1,281,490

130,000

10.14
Capital surplus 3,276,107
2,816,807

459,300

16.31
Retained earnings 3,017,380
2,904,393

112,987

3.89
Other equity (114,080) (56,349) (57,731) 102.45
Treasurystock


Non-controlling
interests
1,988,807
1,685,571

303,236

17.99
Total equity 9,579,704
8,631,912

947,792

10.98
Note:
1. Current liabilities and total liabilities in 2020 decreased mainly due to
repayments of short-term borrowings with capital injection by cash.
2. Non-current liabilities in 2020 increased mainly due to increase in non-
current lease liabilities.
3. Other equity in 2020 decreased mainly due to increase in loss of exchange
differences on translation.
4. Equity attributable to owners of parent and total equity in 2020 increased mainly
due to capital injection bycash.
  • (2) Future plan shall be described in the case of material impacts: No material impacts have been affected to the Company finance and business.

322

2. Financial Performance

(1) Comparative analysis of financial performance

Unit: NT$ thousands


Year
Item
Financial Information for the
last 2years
Financial Information for the
last 2years
Difference Difference
2020 2019 Amount (%)
Operatingrevenue 6,675,494
6,457,362

218,132

3.4
Grossprofit 1,306,498
1,236,055

70,443

5.7
Net operatingincome 529,070
464,039

65,031

14.0
Non-operating income and
expenses
300,313
282,786

17,527

6.2
Profit before tax 829,383
746,825

82,558

11.1
Profit from continuing
operations
669,086
622,274

46,812

7.5
Loss from discontinuing
operations



Profit 669,086
622,274

46,812

7.5
Other comprehensive income,
net
(28,296)
23,915

(52,211)

(218.3)
Total comprehensive income 640,790
646,189

(5,399)
(0.8)
Profit attributable to owners of
parent
571,670
514,755

56,915

11.1
Profit attributable to non-
controllinginterests
97,416
107,519

(10,103)

(9.4)
Comprehensive income
attributable to owners ofparent
513,296
523,062

(9,766)

(1.9)
Comprehensive income
attributable to non-controlling
interests
127,494
123,127

4,367

3.5
Earningsper share 4.06
4.02

0.04

1.0
Analysis of deviation over 20% and amounts exceeding NT$10 million:
1.Other comprehensive income in 2020 decreased mainly due to increase in loss of
exchange differences on translation.

(2) Analysis of gross profit deviation: Gross profit increase (decrease) didn’t reach 20%.

(3) Provide a sales volume forecast and the basis therefor, and describe the effect upon the Company’s financial operations as well as measures to be taken in response: Please see “Report to Shareholders.”

323

3. Cash Flows

  • (1) Analysis of cash flows in the most recent year

Unit: NT$ thousands

Cash
beginning
balance (A)
Net cash flows
from operating
activities (B)
Net cash flows
from non-
operating
activities(C)
Cash ending
balance
(deficit)
(A)(B)(C)
Remedy for cash deficit Remedy for cash deficit
Investment
plan
Financing
plan
$2,828,776 $869,433 ($1,079,745) $2,618,464
Analysis of cash flows in 2020
1.Operating activities: Mainly due to profit from operations and the decrease in receivables.
2.Investing activities: Mainly due to acquisition of financial assets at amortized cost and
acquisition of investment property.
3.Financing activities: Mainly due to cash dividends distribution and the decrease in short-
term borrowings.

(2) Remedy for liquidity shortfall: No liquidity shortfall is expected.

  • (3) Analysis of cash flows for the coming year

Unit: NT$ thousands

Cash
beginning
balance (A)
Expected net
cash flows
from operating
activities (B)
Expected net
cash flows
from non-
operating
activities (C)
Expected Cash
ending balance
(deficit)
(A)(B)(C)
Remedy for cash deficit Remedy for cash deficit
Investment
plan
Financing
plan
$2,618,464 $668,845 ($1,042,930) $2,244,379
Analysis of cash flows in the coming year
1.Operating activities: Mainly due to profit from operation.
2.Investing activities: Mainly due to acquisition of financial assets at amortized cost and
acquisition of property, plant and equipment.
3.Financing activities: Mainly due to cash dividends distribution and the decrease in short-
term borrowings.
4.Remedyfor cash deficit: None.
  1. Effect upon Financial Operations of Major Capital Expenditures from Recent Years:

None.

324

5. Investment Policies, Main Reasons for Profit or Loss and Improvement Plans from Recent Years, and Investment Plans for the Coming Year

Information of investees

Unit: NT$ thousands Unit: NT$ thousands
Remarks
Item

Policy
Main Reasons for Profit or
Loss in 2020
Action Plan Other Future
Investment
Plan
Arich Enterprise
Co., Ltd.
Provide
pharmaceutical
distribution and
logistics services in
Taiwan to reduce
channel and
inventorycosts.
This company sells medicines
from well-known
pharmaceutical principals and
Excelsior recognized
investment income of
NT$18,834 in thousands.
None None
Dynamic Medical
Technologies Inc.
Expand the
aesthetic medical
industry with high
self-pay potential
and market value.
This company has positive
sales in aesthetic medical
devices and consumables, and
Excelsior recognized
investment income of
NT$44,658 in thousands.
None None
Excelsior
Healthcare Co.,
Limited
Establish
investments and
operations in
overseas medical
industry.
This company mainly invests
in Excelsior Renal Service Co.,
Limited, EG Healthcare Inc.,
Excelsior Investment
(Malaysia) Co., Ltd. and
Excelsior Medical Co., Limited
(Hong Kong) and has sound
investment performance,
leading Excelsior to recognize
investment income of
NT$114,217 in thousands.
None Plan to
develop the
Southeast
Asian market
through
investment.
Bestsmile Co., Ltd. Dental
management
consultancy service
and leasing of
related devices.
This company is still in
developing stage and benefits
have not been fully realized.
Excelsior recognized
investment loss of NT$989 in
thousands.
Expand to new
business and to
provide high-
quality service.
None
Excelsior Medical
Co., Limited
(Hong Kong)
Establish
investments and
operations in long-
term care business
and sale of medical
supplies sector.
This company mainly invests
in Asia Best Healthcare Co.,
Ltd. and SinoExcelsior
Investment Inc. and has sound
investment performance.
Excelsior recognized
investment income of
NT$49,088 in thousands.
None None
Excelsior Beauty
Co., Ltd.
Operating aesthetic
medical and body
sculpting services
and sales of
aesthetic medical
consumables.
This company’s aesthetic
medical business was
impacted by COVID-19
epidemic, and Excelsior
recognized investment income
of NT$3,047 in thousands.
Actively promote
sales of products
and treatments,
while strictly
controlling
operating
expenses, and
help investees
reduce losses
through the
integration of
channel operating
resources.
None

325

Remarks
Item

Policy
Main Reasons for Profit or
Loss in 2020
Action Plan Other Future
Investment
Plan
Excelsior Asset
Management Co.,
Ltd.
Leasing services of
medical devices
and real estate.
This company provides real
estate lease services, and
Excelsior recognized
investment income of
NT$4,740 in thousands.
None None
EG Healthcare Inc. Provide
hemodialysis
services in
Philippines.
This company has sound
business development at the
Philippines, and Excelsior
recognized investment income
of NT$14,305 in thousands.
None None
SinoExcelsior
Investment Inc.
Provide medical
supplies sale, lease,
and medical
management
consultancy service
in China.
This company disposed of its
investee to reduce losses, and
Excelsior recognized
investment income of
NT$4,374 in thousands.
None None
Excelsior
Investment
(Malaysia) Co.,
Ltd.
Establish
investments and
operations in
medical industry in
Malaysia.
This company mainly invests
in Renal Laboratories Sdn.
Bhd. and Medi-Chem Systems
Sdn. Bhd., and investment
benefits have not been fully
realized. Excelsior recognized
investment loss of NT$1,295 in
thousands.
Assist its
investees in
planning and
implementing of
operational
strategies.
None
Renal Laboratories
Sdn. Bhd.
Provide medical
products
manufacturing
sevice in Southeast
Asia.
This company produces
hemodialysis products in
Malaysia. Due to COVID-19
epidemic impact, Excelsior
recognized investment income
of NT$963 in thousands.
Improve
manufacturing
process, produce
new products
and expand
export channels.
None
Medi-Chem
Systems Sdn. Bhd.

Provide
hemodialysis
service in Malaysia.
This company sells
hemodialysis and wound and
ostomy products in Malaysia.
Due to COVID-19 epidemic
impact, Excelsior recognized
investment loss of NT$960 in
thousands.
Compete for new
products agency
and expand
domestic
channels.
None
Renal
Management Sdn.
Bhd.
Provide leasing and
management
consultancy service
in Malaysia.
This company provides office
lease to affiliates in Malaysia
and Excelsior recognized
investment income of NT$179
in thousands.
None None

326

Remarks
Item

Policy
Main Reasons for Profit or
Loss in 2020
Action Plan Other Future
Investment
Plan
Dynamic Medical
Technologies
(Hong Kong) Ltd.
Actively develop
sales of aesthetic
medical devices
and consumables
market in Hong
Kong and to invest
in China.
COVID-19 epidemic and Hong
Kong’s political economic
impacted on revenue
decreased compared with the
previous year. However,
operating profits were
maintained by adjusting
organization and controlling
expenses. Moreover, this
company recognized
investment loss greatly
decreased compared with the
previous year, led to net profit
in this year.
Actively promote
product sales
and conduct
strict control over
operating
expenses. In
addition, capital
reduction to
cover losses has
been completed
in February 2021,
in order to
improve the
financial
structure.

None
Guangzhou
Dynamic Inc.
Actively develop
sales of aesthetic
medical devices
and consumables
market in China.
The reduction of business units
has led to decrease in relevant
personnel, marketing and
management expenses, leading
to netprofit in thisyear.


Completed
capital reduction
and improved
operating losses
in 2020.
None
CYJ International
Taiwan Inc.
Sales of treatments
and products
related to hair
growth and body
shaping.
The impact of COVID-19
epidemic has significantly
reduced aesthetic medical
market demand. In the first
half of the year, operation
strategy was conservative,
while adjusting organizational
structure and conducting strict
control over operating
expenses. In the second half of
the year, we changed
operation strategy, and pitched
to the petite bourgeoisie.
Therefore, loss after tax greatly
decreased compared with the
previousyear.

Actively promote
sales of products
and treatments,
while strictly
controlling
operating
expenses.
None

Note: There are subsidiaries as of December 31, 2020.

327

6. Risk Management and Assessment from Last Year up to the Time of Report Publication

  • (1) Effect of changes in interest rate, exchange rate and inflation on corporate finance, and future countermeasures

A. Interest rate

The Group’s interest expenses are mostly caused by short-term borrowings. The recent market rate is relatively low, and the Group also regularly evaluates the banks’ interest rates and maintains close relations with corresponding banks to seek a more favorable interest rate. Therefore, changes in interest rate have no significant impact on corporate finance.

B. Exchange rate

The Group reduces risks from exchange rate fluctuations by continuing to focus on fluctuations in the international financial market and to timely utilize foreign exchange forward contracts. For instance, for supplier contracts that denote prices in USD, the Group would purchase timely USD forward contracts and deposits in comprehensive consideration of the trends of USD and the amounts of imports. For denoted prices in Euro, the Group negotiates prices for the subsequent year using NTD in each year, and purchases timely Euro forward contracts and deposits in comprehensive consideration of the trends of Euro and the amounts of imports. Since the recent correlation between the Japanese Yen and the NTD is relatively low, and the Yen has adopted a quantitative easing policy, it is also considered a hedging currency. The Group also keeps a close eye on the exchange trends on the Yen and our actual needs, and in case of large appreciations, the Group will purchase timely forward contracts to hedge against possible risks based on actual needs.

C. Inflation

For the Group’s products that belong to health insurance reimbursement in accordance with the National Health Insurance Administration, inflation has no significant impact on corporate finance. But products that are categorized as sales of aesthetic medical devices and consumables, and health home appliances are prone to be impacted by market and inflation. Therefore, the Group keeps a close eye on the consumer price index (CPI) in the consumer market and adjusts product portfolio to encourage consumers to spend and to reduce the risk of inflation.

  • (2) Policies of high-risk, high-leverage investments, fund financing to other parties, endorsement guarantee and derivative commodity trading, and its main reasons for profit or loss and future countermeasures

The Group does not engage in high-risk, high-leverage investments.

The Group only loans funds to companies with inter-company business transaction or with necessary short-term financing need, and is carried out with “Regulations Governing Loaning of Funds.” However, as of December 31, 2020 and March 31, 2021, the Group has not loaned funds to others.

The Group only makes guarantees and endorsements to the parent company, subsidiaries and companies with inter-company business transaction, and is carried out with “Regulations Governing Making of Endorsements/Guarantees.” As of

328

December 31, 2020, the Group’s endorsements/guarantees balance was NT$999,458 in thousands. As of March 31, 2021, the Group’s endorsements/guarantees balance is NT$1,693,302 in thousands.

The Group’s derivative transactions are all hedging in nature, and does not deal in transactive or speculative transactions.

  • (3) Future research & development projects and corresponding budget: The Group is non-manufacturing, so it is not applicable.

  • (4) Effects of and response to changes in policies and regulations relating to corporate finance and sales

To target the increasingly active global pharmaceutical market, and seeing that the International has extended the quality management of medicines from manufacturing processes to logistics and distribution, the Ministry of Health and Welfare in Taiwan has also set the reinforced control over pharmaceutical distribution and logistics as a key implementation policy, and phased implementation has commenced since July 2016. Full enactment has come into effect since December 31, 2018. Due to strict requirements for quality and safety, the entry barriers in this industry is extremely high. Only a few companies that continue to focus and invest in comprehensive PIC/S GMP and PIC/S GDP facilities, can become competitive enterprises with global counterparts. Moreover, the Group continues to acquire GMP and GDP accreditations for medicines approved by the government, and will apply GMP and GDP accreditations for medical supplies in this year. Enter into medical supplies sector, and cooperate with pharmaceutical principals to increase market share. Also, we continue to introduce new products related pharmaceutical and healthcare, strengthen interaction with each customer, and provide more comprehensive and complete professional services.

In response of the enactment of the “Long-term Care Services Act” in June 2017, various services that integrate medical, caring, housing, prevention and daily life support were in favor of Asia Best Healthcare Co., Ltd. to expand long-term care services to satisfy the needs of the aging population.

  • (5) Effects of and response to changes in technology and the industry relating to corporate finance and sales

The Group is an integrated channel provider of medical supplies industry, aesthetic medical industry, and pharmaceutical sales and distribution and logistics industry. Changes in technology and the industry will help to strengthen our supply chain relationship and help the Group to provide new products to satisfy customer needs. By focusing on relevant technological development trends in industries and investing capital and personnel to develop new businesses and new products, the Group hopes to enhance service quality and to lower operating costs.

  • (6) The impact of changes in corporate image on corporate risk management, and the Company’s response measures: The Group continues to develop business by maintaining a positive corporate image in providing medical and healthcare services.

  • (7) Expected benefits from, risks relating to and response to merger and acquisition plans: Not applicable.

  • (8) Expected benefits from, risks relating to and response to factory expansion plans: Not

329

applicable.

  • (9) Risks relating to and response to excessive concentration of purchasing sources and excessive customer concentration

A. Purchase

In terms of the purchases of medical supplies and health home appliances, the company adopt a dual-brand marketing strategy by both importing from overseas brands and also outsource our own brand to OEMs. This helps the Company to appropriately disperse sources of purchase, and we maintain an adequate purchasing ratio for each supplier and product, and therefore, we do not have risks associated with concentration of purchases.

In terms of the purchases of aesthetic medical industry, the Group mainly acts as an agent of various aesthetic medical devices and consumables, and we actively pursue the latest aesthetic medical technologies and related products. We maintain an adequate purchasing ratio for each supplier and product, so we do not have risks associated with concentration of purchases.

In terms of the purchases of medicines, since the Group sells medicines from well-known pharmaceutical principals with high market shares and revenues, it is not possible to avoid concentration of purchases. To reduce the risk of concentrated purchases, the Group is already actively developing businesses from other pharmaceutical principals, and continue to develop new customers and to increase channel coverage ratio. Concurrently, we are also strengthening customer relationship and marketing strategies to consolidate our agency.

B. Sale

In terms of the sales of medical supplies, the Company’s sales to Bestchain Healthtaiwan Co., Ltd. (“Bestchain”) accounts for approximately 30%. The Company sells surgical consumables from its agency brand Covidien to Bestchain, and Bestchain’s sales team would then sell and distribute the products to various medical institutions. The Company’s sales to Excelsior Renal Service Co., Limited (“Excelsior Renal Service”) accounts for approximately 13%. Nevertheless, this sales strategy of hemodialysis products is for Excelsior Renal Service to compete for dialysis management service from various public and private medical institutions, and for the Company to provide relevant product sales. For hemodialysis center independently operated by medical institutions, the Company would directly sell to each medical institution and provide relevant after-sale services.

Most of the Group’s aesthetic medical devices and consumables are sold to dermatology departments and plastic surgery departments in major public and military hospitals, private dermatology clinics, private plastic surgery clinics, obstetrics and gynecology clinics, family medicine clinics, and pharmacies and chain drugstores in Taiwan. There are many counterparties, so there is no risk associated with concentration of sales.

In terms of the sales of medicines, most of which are sold to domestic medical institutions and pharmacies. There are many counterparties, so there is no risk associated with concentration of sales.

In recent years, the Group has been committed to diversifying operating risks

330

through continuing to introduce products from international principals and by developing the product sales in each medical field. Presently, there is no clear indication of concentration of sales.

  • (10) Effects of, risks relating to and response to large shares transfers or changes in shareholdings by directors, supervisors, or shareholders with shareholdings of over 10%: None.

  • (11) Effects of, risks relating to and response to the changes in management rights: Not applicable.

  • (12) Litigious or non-litigious matters. List major litigious, non-litigious or administrative disputes that: (1) involve the company and/or any company director, any company supervisor, president, any person with actual responsibility for the firm, any major shareholder holding a stake of greater than 10 percent, and/or any company or companies controlled by the company; and (2) have been concluded by means of a final and unappealable judgment, or are still under litigation, where such a dispute could materially affect shareholders’ equity or the prices of the company’s securities, the company should disclose the facts of the dispute, related amounts, date, main parties involved and current status of the case up to the publication date of this annual report: None.

  • (13) Other major risks and measures: None.

  • (14) The organizational structure of risk management

The Group’s risk management of various activities is managed by each respective business management unit, and the internal auditing unit will propose and implement risk-oriented audit plans and review the existing or potential risks at each business. Below are descriptions of each risk management unit:

  • A. General Manager’s Office: Responsible for management decision-making and supervising and coordinating related matters from each department to reduce strategic risks.

  • B. Each business unit: Separately responsible for proposing operating strategies for their respective businesses and to seize market trends to reduce risk of business operations.

  • C. Finance and accounting division: Responsible for fund transfer and to stay on top of fluctuations in interest rates and exchange rates at all times to reduce risks of finance, exchange, and interest rates. The finance and accounting division has established a credit control mechanism to review credit limit, thereby reducing ratios of bad debt in account receivables.

  • D. IT Division: Responsible for the safety and management of physical assets and the safety protective measures of the internet to reduce information security risks.

7. Other Important Matters

Key Performance Indicator (KPI) of the Group

Since the Group is a relatively large-scale integrated channel provider in the domestic medical supplies industry, aesthetic medical industry, and pharmaceutical sales and distribution and logistics industry, our products encompass various sites ranging from medical institutions, department stores, and chain drugstores in Taiwan. Therefore, “accounts receivable turnover” and “inventory turnover” are key indicators

331

that will affect the funds. The Group’s accounts receivable turnover was 4.4, with average collection period of 82 days in 2020. The inventory turnover in 2020 was 6.3, with average days in sales of 58 days. In addition, our new products agency and distribution market shares are non-financial KPI.

332

VIII. Special Disclosure

333

1. Information on Affiliated Enterprises

  • (1) 2020 consolidated business report from affiliated enterprises

  • A. Organizational chart of affiliated enterprises

==> picture [477 x 330] intentionally omitted <==

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

Excelsior Medical Co., Ltd.
98.02% 39.51% 100% 38.50% 41.02% 100% 64.36%
Bestsmile Arich Excelsior Dynamic Excelsior Excelsior
35.64%
Co., Ltd. Enterprise Asset Medical Healthcare Medical Co.,
Co., Ltd. Management Technologies Co., Limited Limited
Co., Ltd. Inc. (Hong
Kong)
100% 53.89% 99.9% 100% 100%
Dynamic Medical Excelsior EG Excelsior SinoExcelsior
Technologies Beauty Co., Healthcare, Investment Investment
(Hong Kong) Ltd. Ltd. Inc. (Malaysia) Co., Ltd. Inc.
70% 70%
100% 80% Renal Medi-Chem
Laboratories Systems Sdn.
Guangzhou CYJ
Sdn. Bhd. Bhd.
Dynamic International
Inc. Taiwan Inc. 100%
Renal
Management
Sdn. Bhd.
----- End of picture text -----

B. Information of affiliated enterprises

Unit: unless otherwise stated, NT $ thousands

NT$thousands
Enterprise Name Startup Date Address Total
Amount of
Paid in
Capital
Major Operations
Arich Enterprise
Co., Ltd.
June 2,1980 14F.-5, No. 880, Zhongzheng
Rd., Zhonghe Dist., New
Taipei City 235, Taiwan
(R.O.C.)
745,744 Sales of medicines, and
logistics service
Dynamic Medical
Technologies
Inc.
October 9, 2003 14F., No. 880, Zhongzheng
Rd., Zhonghe Dist., New
Taipei City 235, Taiwan
(R.O.C.)
300,000 Sales, lease and
maintenance of
aesthetic medical
devices, and sales of
aesthetic consumables
and beauty products
Excelsior
Healthcare Co.,
Limited
December 24,
2002
P.O. Box 3444, Road Town,
Tortola, British Virgin
Islands
USD$ 39,412
in thousands
(Note 1)


Investment business
Bestsmile Co.,
Ltd.
June 15, 2007 16F.-5, No. 880, Zhongzheng
Rd., Zhonghe Dist., New
Taipei City 235, Taiwan
(R.O.C.)
11,742 Sales of medical devices,
and medical
management
consultancyservice
Excelsior Medical
Co.,Limited
June 1, 2010 Room 1302-3, 13F Wing On
Kowloon Centre,345
USD$ 82,595
in thousands


Investment business

334

Enterprise Name Startup Date Address Total
Amount of
Paid in
Capital
Major Operations
(Hong Kong) Nathan Road, Kowloon,
HongKong
(Note 2)
Excelsior Beauty
Co., Ltd.
August 15, 1979 14F.-1, No. 880, Zhongzheng
Rd., Zhonghe Dist., New
Taipei City 235, Taiwan
(R.O.C.)
281,210 Sales of body shaping
treatments and
aesthetic medical
products and
consumables
Excelsior Asset
Management
Co., Ltd.
October 27,
2015
17F.-6, No. 880, Zhongzheng
Rd., Zhonghe Dist., New
Taipei City 235, Taiwan
(R.O.C.)
803,989 Leasing services of
medical devices and
real estate
EG Healthcare,
Inc.
July 31, 2003 14/F, Ramon Magsaysay
Center, Roxas Boulevard,
Manila, Philippines
PHP$52,935
in thousands
(Note 3)



Sales and lease of
medical devices, and
medical management
consultancyservice
SinoExcelsior
Investment Inc.
January 13, 2011 Room 301-2, No.1089, Kang
Ning Lu, Shanghai Shi,
China
CNY$60,000
in thousands
(Note 4)



Investment business,
sales and lease of
medical devices, and
medical management
consultancyservice
Excelsior
Investment
(Malaysia) Co.,
Ltd.
February 12,
2018
4thFloor Ellen Skelton
Building, 3076 Sir Francis
Drake Highway, Road
Town, Tortola, British
Virgin Islands
USD$ 5,395
in thousands
(Note 5)



Investment business
Renal
Laboratories
Sdn. Bhd.
July 20, 1996 PT42, Lengkuk Teknologi 4,
Persiaran Teknologi 4,
Techpark@Enstek, 71760
Negeri Sembilan,Malaysia.

MYR$28,700
in thousands
(Note 6)



Manufacture of medical
devices and
consumables in
Southeast Asia
Medi-Chem
Systems Sdn.
Bhd.
October 22,
1985
No. 5 Lorong Perusahaan 3
Taman Industri Kimpal,
Batu Caves,68100 Malaysia

MYR $500 in
thousands
(Note 7)


Provide hemodialysis
products and services
in Malaysia
Renal
Management
Sdn. Bhd.
June 5, 1992 No. 5 Lorong Perusahaan 3
Taman Industri Kimpal,
Batu Caves,68100 Malaysia

MYR $200 in
thousands
(Note 8)


Lease and management
consultancy service in
Malaysia
Dynamic Medical
Technologies
(Hong Kong)
Ltd.
January 25, 2007 Room 13, 4F, Block A, Focal
Industrial Center, 21 Man
Lok Street, Hung Hom,
Kowloon,HongKong
HKD
$98,777 in
thousands
(Note 9)


Sales and maintenance
of medical devices
Guangzhou
Dynamic Inc.
May 22, 2009 Room 1301,1310, No.363,
Dongfeng Zhong Road,
Yuexiu District,
Guangzhou,China
CNY$ 10,400 in
thousands
(Note 10)



Sales and maintenance
of medical devices
CYJ International
Taiwan Inc.
December 8,
2014
14F.-2, No. 880, Zhongzheng
Rd., Zhonghe Dist., New
Taipei City 235, Taiwan
(R.O.C.)
122,400 Sales of treatments and
products related to
hair growth and body
shaping

Note 1: Exchange rate at time of funding in 2002 USD:NTD = 1:34.354 (US$600 in thousands); in 2005 USD:NTD = 1:31.999 (US$700 in thousands); in 2007 USD:NTD = 1:32.896 (US$250 in thousands); in 2008 USD:NTD = 1:31.787 (US$9,900 in thousands); first time in 2009 USD:NTD = 1:33.193 (US$2,420 in thousands); second time in 2009 USD:NTD = 33.777 (US$6,528 in thousands); in 2010 USD:NTD = 1:31.824 (US$5,808 in thousands); in 2011 USD:NTD = 1:29.75 (US$11,880 in thousands); in 2013 USD:NTD = 1:29.93

335

(US$1,326 in thousands).

  • Note 2: Exchange rate at time of funding in 2011 USD:NTD = 1:29.2383 (US$18,000 in thousands); first time in 2012 USD:NTD = 1:30.0560 (US$4,610); second time in 2012 Excelsior Healthcare Co., Limited funded US$27,990; in 2013 USD:NTD = 1:30.0600 (US$18,500 in thousands). First time in 2014 USD:NTD = 1:30.1500 (US$12,045 in thousands); second time in 2014 USD:NTD = 1:29.9900 (US$150 in thousands); 2018 US:NTD = 1:29.1900 (US$1,300 in thousands).

  • Note 3: Exchange rate at time of funding: in 2003 PH P:NTD = 1:0.6292.

  • Note 4: Exchange rate at time of funding in 2011 CNY:NTD = 1:4.505 (CNY 98,000 in thousands); first time in 2014 CNY:NTD = 1:4.712 (CNY 29,400 in thousands); second time in 2014 CNY:NTD = 1:4.922 (CNY 74,727 in thousands); exchange rate at time of capital reduction in 2018 CNY:NTD = 1:4.4640 (CNY 200,000 in thousands).

  • Note 5: Exchange rate at time of funding in 2018 USD:NTD = 1:30.8750 (US$500 in thousands); in 2019 USD:NTD = 1:31.115 (US$3,986 in thousands) ; in 2020 USD:NTD = 1:29.56 (US$909 in thousands).

  • Note 6: Exchange rate at time of funding in 2018 MYR:NTD = 1:7.6048 (MYR 597 in thousands); 2019 MYR:NTD = 1:7.7518 (MYR 16,000 in thousands).

  • Note 7: Exchange rate at time of funding in 2018 MYR:NTD = 1:7.6048 (MYR 973 in thousands).

  • Note 8: Exchange rate at time of funding in 2018 MYR:NTD = 1:7.6048 (MYR 200 in thousands).

  • Note 9: Exchange rate at time of funding: first time in 2007 HKD:NTD = 1:4.259 (HKD 1,020 in thousands); second time tin 2007 HKD:NTD = 1:4.230 (HKD 4,000 in thousands); first time in 2008 HKD:NTD = 1:3.984 (HKD 980 in thousands); second time in 2008 HKD:NTD = 1:3.894 (HKD 818 in thousands); third time in 2008 HKD:NTD = 1:3.893 (HKD 748 in thousands); first time in 2009 HKD:NTD = 1:4.265 (HKD 1,170 in thousands); second time in 2009 HKD:NTD = 1:4.329 (HKD 351 in thousands); third time in 2009 HKD:NTD = 1:4.208 (HKD 2,340 in thousands); fourth time in 2009 HKD:NTD = 1:4.139 (HKD 532 in thousands); in 2010 HKD:NTD = 1:3.7391 (HKD 7,800 in thousands); first time in 2011 HKD:NTD = 1:3.7801 (HKD 1,568 in thousands); second time in 2011 HKD:NTD = 1:3.6980 (HKD 10,000 in thousands); third time in 2011 HKD:NTD = 1:3.7154 (HKD 6,138 in thousands); 2012 HKD:NTD = 1:3.8456 (HKD 13,510 in thousands); 2013 HKD:NTD = 1:3.8344 (HKD 1,790 in thousands); 2014 HKD:NTD = 1:3.8442 (HKD 26,637 in thousands); 2015 HKD:NTD = 1:3.9413 (HKD 19,375 in thousands) . Capital reduction to cover losses in February 2021 was HKD 76,455 in thousands and the number of shares decreased by 19,755,445 shares .

  • Note 10: Exchange rate at time of funding: in 2009: CNY:NTD = 1:4.802 (CNY 2,030 in thousands); in 2010: CNY:NTD = 1:4.3973 (CNY 6,655 in thousands);

336

first time in 2011: CNY:NTD = 1:4.5062 (CNY 1,315 in thousands); second time in 2011: CNY:NTD = 1:4.5615 (CNY 5,000 in thousands); in 2012, CNY:NTD = 1:4.723 (CNY 11,000 in thousands) ; in 2020, CNY:NTD = 1:4.264 (CNY 15,600 in thousands).

  • C. Information on shareholders who are the same as the controlled and affiliated entities: None.

  • D. Description of overall business scope of affiliates enterprises

The Company’s primary businesses are medical and healthcare products and related services, and major agency products include:

Hemodialysis machine and dialyzers: Hemodialysis products from Fresenius, Nikkiso and Asahi.

Solutions and powders: Hemodialysis products from Medivators and own-brand Renabio which outsource manufacturing to well-known domestic pharmaceutical factories OEM.

Air purifiers and health home appliances: Own-brand ULTRACLEAN and distribution brand Electrolux, etc.

Colostomy products: Hollister wound and ostomy medical products.

Blood bags: Japan’s JMS blood bag products.

Surgical products: Covidien surgical products.

Aesthetic medical laser devices: Sale and lease of aesthetic medical devices and

medical management consultancy services.

Besides supplying the above products, we also provide comprehensive repair and maintenance support system and IT service repair and consultancy system.

Businesses of affiliates enterprises:

  • a. Arich Enterprise Co., Ltd. : This company is a subsidiary invested by Excelsior to expand medicines sales business, and its major businesses include pharmaceutical sales and distribution logistics services.

  • b. Dynamic Medical Technologies Inc. : This company is a subsidiary invested by Excelsior to expand aesthetic medical devices sales, and owns agency or distribution rights for products from various well-known European, American, or Korean aesthetic medical brands. Its major businesses include sale, lease and maintenance of asthetic medical laser devices, and sale of aesthetic consumables and beauty products.

  • c. Excelsior Healthcare Co., Limited: This company is a subsidiary invested by Excelsior to expand to foreign medical and healthcare industries. Its major business is investment.

  • d. Bestsmile Co., Ltd. : This company is a subsidiary invested by Excelsior to expand sale and lease of dental medical devices. Its major businesses include lease of medical devices and medical management consultancy service.

  • e. Excelsior Medical Co., Limited (Hong Kong) : This company is an indirect

337

subsidiary invested by Excelsior to expand to foreign medical and healthcare industries. Its major business is investment.

  • f. Excelsior Beauty Co., Ltd. : This is an indirect subsidiary that Excelsior established in Taiwan for professional body shaping and cosmetic healthcare products. Its major businesses include sales of body shaping treatmnts, cosmetic health care products and aesthetic medical consumables.

  • g. Excelsior Asset Management Co., Ltd. : This is a subsidiary that Excelsior invested to build physical channels for medical and healthcare industries. Its major businesses include sale, acquisition and lease for medical devices and real estate.

  • h. EG Healthcare, Inc. : This is an indirect subsidiary invested by Excelsior to expand to the medical and healthcare industry in the Philippines. Its major businesses include sale and lease of medical devices, and medical management consultancy service.

  • i. SinoExcelsior Investment Inc. : This is an indirect subsidiary that Excelsior invested in to expand to the medical and healthcare industry in China. Its major businesses include investment, sales and lease of medical devices and medical management consultancy service.

  • j. Excelsior Investment (Malaysia) Co., Ltd. : This is an indirect subsidiary that Excelsior invested in to expand to medical and healthcare industry in Malaysia. Its major business is investment.

  • k. Renal Laboratories Sdn. Bhd. : This is an indirect subsidiary that Excelsior invested to expand to hemodialysis product manufacturing and related businesses in Malaysia. Its major businesses include medical devices and consumables production and sales.

  • l. Medi-Chem Systems Sdn. Bhd. : This is an indirect subsidiary that Excelsior invested to expand to hemodialysis product sales and related businesses in Malaysia. Its major businesses include medical devices and consumables sales.

  • m. Renal Management Sdn. Bhd. : This is an indirect subsidiary that Excelsior invested to expand to the medical and healthcare industry in Malaysia. Its major businesses include real estate leasing and management consultancy service.

  • n. Dynamic Medical Technologies (Hong Kong) Ltd. : This is an indirect subsidiary that Excelsior invested to expand to the medical and healthcare industry in Hong Kong. Its major businesses include sales and maintenance of medical devices.

  • o. Guangzhou Dynamic Inc. : This is an indirect subsidiary that Excelsior invested to expand to the medical and healthcare industry in China. Its major businesses include sales and maintenance of medical devices.

  • p. CYJ International Taiwan Inc. : This is an indirect subsidiary that Excelsior set up in Taiwan for hair growth and professional body shaping treatments. Its major businesses include sales of products and treatments related hair growth and body shaping.

338

E. Directors, supervisors, and general managers of affiliated enterprises

Unit: unless otherwise stated, shares; %

Enterprise Name Title Name or Representative Shareholding Shareholding
Shares Investment
holding%
Arich Enterprise
Co., Ltd.
Chairman
Director
Director
Director
Director
Independent director
Independent director
Independent director
General manager
Excelsior Medical Co., Ltd.
Representative: Fu Hui-Tung
Wang Ming-Ting
Chang Ming-Cheng
Excelsior Investment Co., Ltd.
Representative: Xue Fu-Quan
Lin Feng Co., Ltd.
Representative: Dang Tian-Jian
Chang Wu-I
Chan Tzu-Sheng
Yang Yu-Ming
Zhang Xian-Zheng
29,829,742
2,000
50,000
-
1,538
30,768
1,260,000
-
-
-
-
100,000
40.00%
0.00%
0.07%
-
0.00%
0.04%
1.69%
-
-
-
-
0.13%
Dynamic Medical
Technologies
Inc.
Chairman
Director
Director
Director
Director
Director
Independent director
Independent director
Independent director
General manager
Fu Hui-Tung
Wang Ming-Ting
Excelsior Medical Co., Ltd.
Representative: Chang Ming-Cheng
Huang Jie-Qing
Xue Fu-Quan
Fu Jo-Hsuan
Chen Xie-Yu
Shi Mei-Hui
Yang Yu-Ming
Wu Guo-Long
-
-
11,550,425
3,000
15,034
-
-
-
-
-
-
-
-
38.5%
0.01%
0.05%
-
-
-
-
-
-
Excelsior
Healthcare Co.,
Limited
Director Fu Hui-Tung -
Excelsior
Medical Co.,
Ltd. holds
39,411,623
shares.
-



100.00%
Bestsmile Co., Ltd. Chairman
Director
Director
Supervisor
Excelsior Medical Co., Ltd.
Representative: Tsai Liang-Jia
Excelsior Medical Co., Ltd.
Representative: Chang Ming-Cheng
Chang Jing-Kun
Excelsior Investment Co., Ltd.
Representative: Chou Cheng-Hsiao
1,150,874
1,150,874
-
-
291
-
98.02%
98.02%
-
-
0.02%
-
Excelsior Medical
Co., Limited
(Hong Kong)
Director Fu Hui-Tung -
Excelsior
Medical Co.,
Ltd. holds
53,154,741
shares.
Excelsior
Healthcare
Co., Limited
holds
29,439,829
shares.
-



64.36%





35.64%
Excelsior Beauty
Co., Ltd.
Chairman
Director
Director
Supervisor
Dynamic Medical Technologies Inc.
Representative: Wu Guo-Long
Fu Hui-Tung
Fu Jo-Hsuan
WangMing-Ting
15,154,496
-
-
-
-
53.89%
-
-
-
-

339

Enterprise Name Title Name or Representative Shareholding Shareholding
Shares Investment
holding%
Excelsior Asset
Management
Co., Ltd.
Chairman
Director
Director
Supervisor
General manager
Fu Hui-Tung
Wang Ming-Ting
Fu Jo-Hsuan
Chou Cheng-Hsiao
Wang Ming-Ting
-
-
-
-
-
Excelsior
Medical Co.,
Ltd. holds
80,398,900
shares.




-
-
-
-
-
100.00%
EG Healthcare, Inc. Chairman
Director
Director
Director
Director
General manager
Kao Shen
Pan Cong-Ren
Romarico I. Gatchalian
Kara Mae Aurora R. Chua
Addison B. Castro
Pan Cong-Ren
1
1
1
1
1
1
Excelsior
Healthcare
Co., Limited
holds
5,293,453
shares.
-
-
-
-
-
-



99.99%
SinoExcelsior
Investment Inc.
Chairman
Director
Director
Supervisor
General manager
Kao Shen
Fu Hui-Tung
Fu Jo-Hsuan
Chou Cheng-Hsiao
Kao Shen
-
-
-
-
-
Excelsior
Medical Co.,
Limited
(Hong Kong)
invested
CNY$60,000
in thousands.



-
-
-
-
-
100.00%
Excelsior
Investment
(Malaysia) Co.,
Ltd.
Director Fu Hui-Tung -
Excelsior
Healthcare
Co., Limited
holds
5,395,436
shares.



-
100.00%
Renal Laboratories
Sdn. Bhd.
Chairman
Managing
Director
Director
Director
Director
Director
Director
Yong Tuan Heng
Jason Nien
Stanley Chang
Kao-Shen
Fu Jou-Hsuen
Wong Huey Miin
Beh Seok Koon
-
-
-
-
-
-
-
Excelsior
Investment
(Malaysia)
Co., Ltd.
holds
16,773,586
shares.
Renal
Resources
Sdn. Bhd.





-
-
-
-
-
-
-
70%
30%

340

Enterprise Name Title Name or Representative Shareholding Shareholding
Shares Investment
holding%
holds
7,188,679
shares.


Medi-Chem
Systems Sdn.
Bhd.
Chairman
Managing
Director
Director
Director
Director
Director
Director
Yong Tuan Heng
Jason Nien
Stanley Chang
Kao-Shen
Fu Jou-Hsuen
Wong Huey Miin
Beh Seok Koon
-
-
-
-
-
-
-
Excelsior
Investment
(Malaysia)
Co., Ltd.
holds
350,000
shares.
Renal
Resources
Sdn. Bhd.
holds
150,000
shares.








-
-
-
-
-
-
-
70%
30%
Renal Management
Sdn. Bhd.

Chairman
Managing
Director
Director
Yong Tuan Heng
Jason Nien
Kao-Shen
-
-
-
Medi-Chem
Systems Sdn.
Bhd. holds
200,000
shares.




-
-
-
100%
Dynamic Medical
Technologies
(Hong Kong)
Ltd.
Director
Director
Fu Jo-Hsuan
Wu Guo-Long
-
-
Dynamic
Medical
Technologies
Inc. holds
98,777,228
shares.
-
-



100.00%
Guangzhou
Dynamic Inc.
Director
Supervisor
Wu Guo-Long
Jiang Zhi-Hao
-
-
Dynamic
Medical
Technologies
(Hong Kong)
Ltd. invested
CNY$10,400
in thousands.
-
-



100.00%
CYJ International
Taiwan Inc.
Chairman
Director
Director
Supervisor
Excelsior Beauty Co., Ltd.
Representative: Fu Jo-Hsuan
Tsai Liang-Jia
CYJ INTERNATIONAL COMPANY
LIMITED
Representative: Jiang Zhi-Hao
WangMing-Ting
9,792,000
0
0
2,448,040
0
0
80.00%
0%
0%
20.00%
0%
0%

341

F. Operation results of affiliated enterprises

Unit: NT$thousands,except earnings/(loss) per share Unit: NT$thousands,except earnings/(loss) per share Unit: NT$thousands,except earnings/(loss) per share Unit: NT$thousands,except earnings/(loss) per share Unit: NT$thousands,except earnings/(loss) per share Unit: NT$thousands,except earnings/(loss) per share Unit: NT$thousands,except earnings/(loss) per share Unit: NT$thousands,except earnings/(loss) per share
Enterprise Name Capital Total Assets Total
Liabilities
Net Worth Operating
revenue
Net operating
income/(loss)
Profit/(loss) Earnings/(loss)
per share
Arich Enterprise Co.,Ltd. 745,744 3,947,810 2,167,106 1,780,704 1,251,395
48,329

47,249
0.72
Dynamic Medical Technologies
Inc.
300,000 1,663,795
372,865

1,290,930
797,276
124,561

115,995

3.87
Excelsior Healthcare Co.,Limited 1,244,687 1,719,024 12,427 1,706,597 0 (398) 114,217
2.90
Bestsmile Co.,Ltd. 11,742
21,103

15,405

5,698
7,732
(750)
(1,009) (0.86)
Excelsior Medical Co., Limited
(HongKong)
2,451,275 2,493,297 211 2,493,086 0 (407)
76,271

0.92
Excelsior BeautyCo.,Ltd. 281,210
522,005

190,121

331,884

109,526

18,584

6,719

0.24
Excelsior Asset Management Co.,
Ltd.
803,989
1,099,936
285,444 814,492 16,683
7,279

4,740

0.06
EG Healthcare Inc. 19,256 129,631 59,352 70,279 136,374
17,730

14,305

2.71
SinoExcelsior Investment Inc. 291,579 132,040
1,168

130,871
1
(578)
4,374
Note
Excelsior Investment (Malaysia)
Co.,Ltd.
166,346
208,777
58,881 149,896 0 (782) (1,295) (0.24)
Renal Laboratories Sdn. Bhd. 194,859
186,555

16,487

170,068
96,908
659

1,376

Different
denominations
per share
Medi-Chem Systems Sdn. Bhd. 3,395
23,035

7,873

15,162
32,660
(3,703)
(1,372) (2.74)
Renal Management Sdn. Bhd. 1,358
9,592

316

9,276
1,245
371

256

1.28
Dynamic Medical Technologies
(HongKong)Ltd.
382,278
305,556

48,699

256,857

75,528

10,126

10,273

0.10
Guangzhou Dynamic Inc. 119,574
12,934

773

12,161

110

(155)
678
Note
CYJInternational Taiwan Inc. 122,400
224,313

126,992

97,321

137,061

(12,592)
(12,254) (1.00)

Note: This company has no shares.

  • (2) Consolidated financial statements of affiliated enterprises: Same as consolidated financial statements.

  • (2) Reports of affiliated enterprises: None.

  • Private Placement Securities from Last Year up to the Time of Report Publication:

None.

  1. Subsidiaries Holding or Disposal of the Company’s Stock List from Last Year up to the Time of Report Publication: None.

  2. Other Necessary Supplements

Accounts of balance sheet evaluation method

  • (1) Loss allowance of accounts receivable

The Group has assessed accounts receivables for indicators of impairment at the end of each reporting period. Accounts receivables are considered to be impaired when there is objective evidence, as a result of one or more events that occurred after the initial recognition of the accounts receivables, that the estimated future cash flows of the accounts receivables have been affected. Such accounts receivables are assessed for impairment on a collective basis even if they were assessed not to be impaired individually.

The amount of the impairment loss recognized is the difference between the asset’s carrying amount and the present value of estimated future cash flows(after reflecting effects of collaterals or guarantees), discounted at the financial asset’s original effective interest rate. Accounts receivables where the carrying amount is reduced through the use of an allowance account. When accounts receivables are

342

considered uncollectible, they are written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in bad debt losses.

(2) Loss allowance of inventory valuation

  • A. Inventories are stated at the lower of cost or net realizable value. Inventory writedowns are made by item, except where it may be appropriate to group similar or related items. Net realizable value is the estimated selling price of inventories less selling expenses. Inventories are recorded at the weighted-average cost.

  • B. The Group policy on loss allowance of inventory valuation

    • a. Inventories shall be stated at the lower of cost or net realizable value.

    • b. Inventory cost shall be compared by each item against its net realizable value. Loss will be recognized for items with lower net realizable values than their respective inventory costs, and no recognition will be made for those whose net realizable values are higher than the inventory costs. For inventories that have been written-down to the net realizable value, in case net realizable values rises, it is necessary to write back the increase in the net realizable value of the inventory within the boundaries of the original write-off, and to recognize “Adjustments to Cost of Sales-Losses on inventory valuation.”

    • c. For items that need to be scrapped in the inventory, 100% of the inventory balance will be recognized for reserve.

    • d. In case of special circumstances or changes in industry, the Group may adjust inventory products based on their actual circumstances.

  • Matters that Have Significantly Affected Shareholders’ Equity and Share Prices Pursuant to Item 2, Paragraph 3, Article 36 of Securities and Exchange Act from Last Year up to the Time of Report Publication

  • (1) The Company carried out capital injection by issuing 13 million new shares at a premium of NT$45 per share, and raised NT$585,000,000, bringing the capital to NT$1,411,489,700 after the issuance.

  • (2) Arich Enterprise Co., Ltd. carried out capital injection by issuing 30 million new shares at a premium of NT$15 per share, and raised NT$450,000,000, bringing the capital to NT$745,743,550 after the issuance.

343

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CHAIRMAN Fu Hui-Tung

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