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FCC — Annual Report 2020
Aug 31, 2021
51941_rns_2021-08-31_cbcbd12b-983b-421c-8443-a909f4694dd3.pdf
Annual Report
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Stock code: 2009
FIRST COPPER TECHNOLOGY CO.,LTD.
ANNUAL REPORT 2020
FIRST COPPER TECHNOLOGY CO.,LTD. Printed on May 20, 2021
Annual report query URL: Market Observation Post System http://mops.twse.com.tw
Company website:http://www.fcht.com.tw
(I) Name, title, contact telephone number, and email address of the spokesperson and acting spokesperson
Spokesperson:
Name: Hung Mao-Yang
Title: General Manager Contact Tel.: (07) 281-4161 Ext. 200 E-mail: [email protected]
Acting spokesperson: Name: Liu Hsiu-Mei Title: Manager, Accounting Section Contact Tel.: (07) 281-4161 Ext. 420 E-mail: [email protected]
(II) Address and telephone number of the Company's headquarters, branch offices, and factories
- Headquarters address: 4F, No. 170, Chung Cheng 4th Rd, Chien Chin Dist., Kaohsiung City 801.
Tel.: (07) 281-4161 (Main)
- Linhai Factory address: No. 479, Yen Hai 1st Rd., Hsiao Kang Dist., Kaohsiung City 812.
Tel: (07) 802-3811 (Line 5)
(III)Name, address, e-mail address, and telephone number of the agency handling shares transfer
Name: Stock Affairs Division, First Copper Technology Co., Ltd.
Address: 11F, No. 210, Section 3, Nan King East Road, Zhongshan District, Taipei City 104
Tel.: (02) 2771-7611 (Main)
URL: http://www.fcht.com.tw
(IV) The name of the certified public accountant who duly audited the
annual financial report for the most recent fiscal year, and the name, address and telephone number of said person's accounting firm
Accountant names: Yang Po-Jen, Hsu Chen-Lung
Name of accounting firm: KPMG Taiwan
Address: Rm. 6, 12F, No. 211, Chung Cheng 4th Rd, Chien Chin Dist, Kaohsiung City 801 Tel.: (07) 213-0888 URL: www.kpmg.com.tw
(V) The name of any exchanges where the Company's securities are traded offshore and the method by which to access information on said offshore securities: None.
(VI) Company website: www.fcht.com.tw
Table of Contents
2020 Annual R rt epo
| Table | ofContents 2020Annual Report |
|---|---|
| One. Letter | to Shareholders ...................................................................................................... 1 |
| Two. Company Profile ..............................................................................................................5 | |
| Three. Corporate Governance Report .......................................................................................8 | |
| I. | Organization system ..............................................................................................8 |
| II. | Information on the General Manager, deputy general managers, managers, |
| and supervisors of various departments and branches ..........................................9 | |
| III. | Information on paid directors, supervisors, the General Manager, deputy |
| general managers of the most recent fiscal year .................................................19 | |
| IV. | Corporate Governance Status ..............................................................................30 |
| V. | Information about CPA Professional Fees ...........................................................70 |
| VI. | Changes in Accountant Information ....................................................................71 |
| VII. | Information on the chairman, president, financial and accounting manager of |
| the Company who has worked with the Company’s external auditors or the | |
| affiliates to such auditors in the most recent year ...............................................71 | |
| VIII. | Changes to the shares held by directors, managers, and shareholders holding |
| more than 10% of the shares in the most recent year and through the printing | |
| date of the annual report ......................................................................................72 | |
| IX. | Relationship information, if among the Company's 10 largest shareholders |
| any one is a related party .....................................................................................74 | |
| X. | The total number of shares and total equity stake held in any single enterprise |
| by the Company, its directors and supervisors, managerial officers, | |
| and any companies controlled either directly or indirectly by the Company .....76 | |
| Four. Status | of Fundraising .....................................................................................................77 |
| I. | Capital and Shares ...............................................................................................77 |
| II. | Corporate bonds, preferred stock, overseas depositary receipts, employee |
| stock options, restricted employee shares, and mergers and acquisitions | |
| (including mergers, acquisitions and spin-offs) and implementation of | |
| fund utilization plans ...........................................................................................82 | |
| Five. Overview of Operations .................................................................................................83 | |
| I. | Business content ..................................................................................................83 |
| II. | Overview of market and of production and sales ................................................89 |
| III. | Employees Information .......................................................................................96 |
| IV. | Environmental protection expenditure information ............................................96 |
| V. | Labor Relations ...................................................................................................97 |
| VI. | Material Contracts ............................................................................................ 102 |
| Six. Financial Overview ....................................................................................................... 103 | |
| I. | Condensed balance sheets and comprehensive income statements of the most |
| recent 5 fiscal years .......................................................................................... 103 | |
| II. | Financial analysis for the last five years .......................................................... 107 |
| III. | The Audit Committee review report of the most recent financial report .......... 110 |
| IV. | Financial report of the most recent fiscal year .................................................. 111 |
| V. | Parent company only financial statement for the most recent fiscal |
| year, certified by a CPA ..................................................................................... 111 | |
| VI. | In the most recent year and as of the publication date of the annual report, if |
| any financial difficulties occur among the Company and its | |
| affiliated companies, their effect on the Company's financial status should be | |
| specified ............................................................................................................. 111 | |
| Seven. Financial status and financial performance review analysis and risk issues ............ 112 | |
| I. | Financial status .................................................................................................. 112 |
| II. | Financial performance ....................................................................................... 113 |
| III. | Cash flows ......................................................................................................... 115 |
| IV. | The impact of major capital expenditures in recent years on financial |
| operations .......................................................................................................... 116 |
|---|
| V. Reinvestment policy in the most recent year, main reasons for its profit or |
| loss, improvement plan and investment plan for the next year ......................... 117 |
| VI. Risks .................................................................................................................. 117 |
| VII. Other important matters.................................................................................... 120 |
| Eight. Special Disclosures .................................................................................................... 121 |
| I. Related information of affiliated companies .................................................... 121 |
| II. Status of private placement of securities ........................................................ 125 |
| III. Holding or disposal of shares in the Company by the Company's subsidiaries 125 |
| IV. Other necessary supplementary explanations .................................................. 125 |
| Nine. The occurrence of the matters that have a significant impact on shareholders' equity |
| or securities prices as specified in Article 36 Paragraph 2, Item 2 of the Securities |
| and Exchange Act ........................................................................................................ 125 |
One. Letter to Shareholders
2020 Annual Re ort p
-
I. Prior year (2020) business results:
-
(I) Business plan implementation results:
The Company's main business in the year of 2020 was the manufacturing of various alloy copper sheets for domestic and export sales. The annual operating income was NT$2,260,596 thousand, the operating cost was NT$2,281,757 thousand, the operating expense was NT$54,742 thousand, the net operating loss was NT$75,903 thousand, the non-operating income was NT$156,942 thousand, the net profit before tax was NT$81,039 thousand, the income tax expense was NT$1,829 thousand, and the net profit after tax was NT$79,210 thousand.Other comprehensive benefits in the current period was NT$791,938 thousand, and the total amount of comprehensive benefits in the current period was NT$871,148 thousand.
-
(II) Budget implementation: Not applicable, as the Company has not prepared financial forecasts.
-
(III) Profitability analysis:
| ) Profitability analysis: | ||
|---|---|---|
| Item | Percentage of ownership |
|
| Return on assets | 1.50% | |
| Return on equity | 1.92% | |
| Percentage of paid-in capital |
Net operating gain (loss) | -2.11% |
| Net profit before tax | 2.25% | |
| Net profit margin | 3.50% | |
| Earnings per share (NTD) | 0.22 |
(IV) Research and development status:
- Promote C14415 high conducting material that supplies the
1
One. Letter to Shareholders
2020 Annual Re ort p
vehicle electronic communication market.
2. Promote C1814 (OMCL1) high conducting and high strength terminal material for high transmission rate USB connector market of the automotive industry.
3. Progressively promote the copper alloy and Re-flow eco-friendly tin plated terminals and connector materials for automotive parts.
4. Promote medium conducting and high strength Corson alloy C7025 and C19010 for automotive terminal market.
5. Promote C50710/C50715 alloy for the lithium battery automotive terminal market.
6. Develop and research on no Hair Line high-end surface for the copper heat dissipation material.
7. Develop and research on the manufacturing processing of super thick copper heat dissipation material.
8. Research on shortening the manufacturing processing of bright annealing and tempering of lead frame material.
-
II. Business plan summary for the year (2021):
-
(I) Operating strategy
-
Adjust the product structure and increase the proportion of the main products which are semiconductor materials and tinplate materials for automobile.
-
Promote the copper alloy materials used in 5G related products.
-
Promote lithium battery packs for power tools and battery jumper material.
-
Continue to develop and supply new models of copper alloy secondary-processing stamping products.
-
Research and develop self-made melt-casting high-conductivity pure copper ingot and high performance alloy.
-
-
(II) Expected sales volume and its basis Expected sales volume: 15,250 tons/year. Basis:
2
One. Letter to Shareholders
2020 Annual Re ort p
1. The demand in the application of refusion electroplating on automotive terminal and connector market increases.
2. Stable consumption on semi-conductor and LED materials.
3. The quality of copper electrical terminal and heat spreader is sufficient to replace imported materials.
4. The future demand of high-end materials, especially high strength and high conducting materials, will increase.
5. The demand in wireless charging products increases in home economics.
-
(III) Important production and sales policies
-
Supply the automotive terminal connector market at full strength, and focus on tin plating products.
-
Continue to increase production volume of special alloys, such as Corson alloy and CuCrZr alloy to meet the market demand.
-
Increase the production volume of major products, such as automotive connector, semi-conductor, LED and special materials.
-
Promote the battery material for rechargeable wireless electric tools.
-
Promote component materials for 5G related products.
III. Future development strategy of the Company:
-
Prioritize the increase in production capacity for semi-conductor and LED materials to meet the demand of domestic customers.
-
Continue to promote the high conductive and high strength CuCrZr alloy.
-
Increase the order for automotive connector and tin plated materials for terminals and promote high-end alloy tin plated material.
-
Continue to supply Corson series of material with stable quality that meets customer demand.
3
One. Letter to Shareholders
2020 Annual Re ort p
-
Promote the Corson alloy to be applied in the component material of lithium battery.
-
IV. Subject to the external competitive environment, regulatory environment, and overall business environment:
-
General products in Chinese market have adopted materials from domestic copper plants in China. Taiwanese copper plants have lost the advantages, and Taiwanese companies no longer insist on using Taiwanese materials. Brass material is only for high quality, high-end products and tin plated secondary processing material.
-
Under the influence of new labor policy for the industry, the Company must increase the number of employees in the production unit to meet the equipment utilization rate.
-
In Southeast Asia, the tariff barrier still makes the operation environment in this area a disadvantageous.
-
In terms of the overall operation environment, Taiwan is in the disadvantageous environment. Apart from resolving the issue of labor shortage, the production portfolio must be adjusted to the best ratio.
-
Covid-19 pandemic is not only a crisis but also an opportunity. Despite the Company is affected by the change of the production chain, it also gains profits from the effect of order transfer due to severe pandemic in Europe and America.
4
Two. Com an Profile p y
2020 Annual Re ort p
- (I) Date of establishment: July 28, 1969.
(II) Company history
July 28, 1969: The Company was founded under its original name of First Wire & Cable Co., Ltd.
-
November 30, 1971: Changed name to First Copper Productions Co., Ltd. July 15, 1972: Renamed once again to First Copper & Iron Co., Ltd.
-
July 1974: When the Company was founded, its factory was located in Gushan District of Kaohsiung City and mainly engaged in copper smelting. In July 1974, a new factory at No. 20, Taiji Road, Linhai Industrial Park was expanded by 5,000 pings. It added a complete set of automatic copper smelting and rolling equipment to produce bare copper wire.
-
January 1982: Expanded a new plant of more than 20,800 square pings at No. 4 Jiaxing Street, Linhai Industrial Park. It introduced the latest production technology of various alloy copper products to produce various brass sheets, plates, tubes, ingots, alloy copper, and copper products to supply various domestic military, government, and civilian businesses for enterprise use and export.
-
October 20, 1989: The Company's stock was listed.
-
1996: In order to meet booming demand in the domestic electronics industry, the Company invested another NTD 800 million to develop advanced alloy materials such as phosphor bronze and lead frame copper to supply various domestic military, government, and civilian businesses for enterprise use and export.
-
July 10, 2000: At its 2000 General Meeting of Shareholders, the Company resolved to change its name from First Copper & Iron Co., Ltd. to First Copper Technology Co., Ltd. The Department of Commerce of the Ministry of Economic Affairs approved the name change via letter (89) Shang Zi No. 089123179 on July 10, 2000.
-
2000: Total output exceeded its monthly target of 3,200 tons, with monthly output of 3C-use phosphor bronze sheets and copper sheets for electrical and electronic applications exceeding its target of 800 tons. At the same time, lead frame materials officially entered mass production to meet the needs of the semiconductor industry domestically and abroad.
-
2001: New equipment additions: one 20Hi calender, one horizontal continuous casting machine, one item of tinning equipment.
5
Two. Com an Profile p y
2020 Annual Re ort p
-
Developed tinned copper sheets for automotive connectors and electronic components.
-
2003: Researched and developed precipitation alloy processing technology, developed Corson alloy, and supplied special materials for semiconductors and automotive terminals. (3C nickel silver mass production, supplying advanced materials such as telecommunication parts, mobile phone covers, quartz oscillators, etc.)
-
2004: Expanded the promotion of environmentally friendly Reflow tin-plated niche copper sheet products in anticipation of 2006 European WEEE Regulations.
-
2005: Added German-made advanced precision slitting machine to improve supply of lead frame copper materials and environmentally friendly tin-plating materials; also added a set of semi-continuous casting equipment to increase the output of copper. Added acid rinse machine to improve surface treatment capabilities.
-
2006: German-made advanced precision slitting machine joined production, enabling an increase in lead frame supply to 800 tons/month. CORSON alloy used in telecommunications terminal samples began to enter the certification stage. Turnover and industry profits hit new highs of NTD 8 billion and NTD 1 billion respectively. Obtained copper cup and copper sheet material of the military’s 205th Armory that is certified in the US, and supplied a large number of military products to the market.
-
2007: In line with the wide application of LEDs, increased lead frame production capacity while developing high-performance alloy materials for automotive terminals, shaped materials, and CPU heat dissipation substrate copper manufacturing capabilities. Enhanced lead frame surface treatment technology in order to gain entry into the IC semiconductor field.
-
2008: Focused on performance-based operations, carried out process transformation, and improve yield and productivity with an adjustment of production line capacity to 3,800 tons/month. Introduce solid solution heat treatment technology to enter quantitative production of special alloys.
-
2009: Focused on nickel silver while enhancing anti-tarnish abilities and
6
Two. Com an Profile p y
2020 Annual Re ort p
improving the quality of shaped materials; starting from manufacturing process innovation, the yield rates of lead frame materials were greatly improved.
-
2010: Speed was improved in response to the demand for automotive connectors, terminals, and tin-plating equipment and production was increased to meet market demand.
-
2011: Slitting machines and degreasing machines were added to increase surface treatment and slitting capabilities.
-
2012: Introduced MAX126 production technology from Mitsubishi Shindoh Co., Ltd.; improved the production process of CORSON alloy and increased the supply capacity of copper-nickel-silicon alloy.
-
2013: Introduced OMCL1 alloy production technology Mitsubishi Shindoh Co., Ltd.; promoted high-conductivity and high-strength alloys.
-
2014: Imported multi-groove thin-plate profile equipment from Japan.
-
2015: Increased equipment for secondary processing of copper cups. Secondary processing of brass and copper is done to address munitions market demand.
-
2016-2017: Improve the calendering accuracy detection of the precision press and the surface quality control of finished products. Updated the thickness gauge of the precision press and checked the surface defect detector.
-
2018-2019: Improved the function of the annealing and acid rinse machines; the whole line of electric controls and furnace temperature controls were fully updated. Planning for the second phase of furnace temperature control system for the continuous annealing and acid rinse machines.
-
2020-2021: Comprehensively transformed the calendering capacity of the 20Hi precision calender to increase sheet production capacity, which is expected to be online in May 2021. Further continued to increase inspection surface defect detectors.
7
Three. Cor orate Governance Re ort p p
2020 Annual Re ort p
I. Organization system
- Organizational structure
First Copper Technology Co., Ltd. Organization System Table
==> picture [335 x 363] intentionally omitted <==
----- Start of picture text -----
Shareholders’
Meeting
Audit Committ ee
Board of Directors
Chairman
Remuneration
Committee
Audit Office
General Manager
Busi
ness Depa Department Management
Linhai Factory
rtment
----- End of picture text -----
-
Business of each major department:
-
(1) Management Department: In charge of accounting, cost, stock affairs, finance, general affairs, procurement, reinvestment, computerized operations, and other matters.
-
(2) Business Department: In charge of the Company's business, delivery, and trade, as well as business matters in Taipei and Taichung.
-
(3) Linhai Factory: In charge of the Company's product production plan, manufacturing, inspection, quality assurance, production industrial technology, product development, and other matters.
8
Three. Cor orate Governance Re ort p p
2020 Annual Re ort p
- II. Information on the General Manager, deputy general managers, managers, and supervisors of various departments and branches:
(I) Director information 1.
Unit: Shares; Date: April 26, 2021
| Title | Name | Appointment date |
Term of office |
Date first appointed |
Shares held at the time of appointment |
Shares held at the time of appointment |
Shares currently held | Shares currently held | Number of shares currently held by spouse and minor children |
Number of shares currently held by spouse and minor children |
Shares held in the name(s) of others |
Shares held in the name(s) of others |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Percentage of ownership |
Number of shares |
Percentage of ownership |
Number of shares |
Percentage of ownership |
Number of shares |
Percentage of ownership |
|||||
| Chairman | Hua Eng Wire & Cable Co., Ltd. Representative: Liu Chung-Jen |
2018.06.28 |
Three years |
1987.05.12 2003.06.23 |
124,752,196 312,191 |
34.69% 0.09% |
141,818,196 312,191 |
39.44% 0.09% |
-6,550,802 |
-1.82% |
-0 |
-0 |
| Director | Hua Eng Wire & Cable Co., Ltd. Representative: Wang Feng-Chuan |
2018.06.28 |
Three years |
1987.05.12 2021.03.15 |
124,752,196 2,400,289 |
34.69% 0.67% |
141,818,196 2,400,289 |
39.44% 0.67% |
-0 |
-0 |
-0 |
-0 |
| Director | Hua Eng Wire & Cable Co., Ltd. Representative: Lin Min-Shiang |
2018.06.28 |
Three years |
1987.05.12 1969.07.08 |
124,752,196 0 |
34.69% 0 |
141,818,196 0 |
39.44% 0 |
-0 |
-0 |
-0 |
-0 |
| Director | Hua Eng Wire & Cable Co., Ltd. Representative: Wang Hong-Ren |
2020.06.11 |
To 2021 06. 27 |
1987.05.12 2020.06.11 |
141,818,196 679,110 |
39.44% 0.19% |
141,818,196 679,110 |
39.44% 0.19% |
-37 |
-0 |
-0 |
-0 |
| Independent Director |
Hu Li-Jen | 2018.06.28 | Three years |
2015.06.26 | 0 | 0 |
0 |
0 |
0 |
0 |
0 | 0 |
| Independent Director |
Cheng Kun-Fa | 2018.06.28 | Three years |
2017.06.29 | 0 | 0 |
0 |
0 |
0 |
0 |
0 | 0 |
| Independent Director |
Huang Chen-Tsung |
2018.06.28 | Three years |
2018.06.28 | 0 | 0 |
0 |
0 |
0 |
0 |
0 | 0 |
9
Three. Cor orate Governance Re ort p p
2020 Annual Re ort p
(I) Director information 2.
| (I) Director information | (I) Director information | (I) Director information | (I) Director information | 2. | 2. | ||||
|---|---|---|---|---|---|---|---|---|---|
| Date: April 26,2021 | |||||||||
| Title | Name | Gender | Nationality or place of registration |
Principal Experience (Education) |
Office(s) Concurrently Held in the Company and Other Companies |
Spouse or relatives within the second degree of kinship or closer acting as other supervisors or directors |
Note Note 2 |
||
| Title | Name | Relationship with the Company |
|||||||
| Chairman | Hua Eng Wire & Cable Co., Ltd. Representative: Liu Chung-Jen |
Male |
Republic of China |
Business management, Columbia College, USA |
Chairman, Hua Eng Wire & Cable Co., Ltd. Chairman, Hua Ho Engineering Co., Ltd. Chairman, Taiwan Times Co.,Ltd. |
Director Director |
Wang Feng-Chuan Wang Hong-Ren |
Second degree of kinship Second degree of kinship |
- |
| Director | Hua Eng Wire & Cable Co., Ltd. Representative: Wang Feng-Chuan |
Female |
Republic of China |
Meihe Nursing College |
Supervisor of Huahong investment Co., Ltd. Supervisor of Media Co., Ltd. |
Director Director |
Liu Chung-Jen Wang Hong-Ren |
Second degree of kinship Second degree of kinship |
- |
| Director | Hua Eng Wire & Cable Co., Ltd. Representative: Lin Min-Shiang |
Male |
Republic of China |
Business major, Kaohsiung Commercial High School Grade B financial administrative staff qualification, Examination Yuan |
Director and Deputy General Manager, Hua Eng Wire & Cable Co., Ltd. . Director, China Ecotek Corporation Director, Wafer Works Corporation Director, Asia Pacific Telecom Co., Ltd. Director, Co-Tech Development Corp. Director, Bionime Corporation Director, Pixon Technologies Corporation Director, Savior Lifetec Corporation Director, Chung-Tai Technology Development Engineering Corporation Director, Taiwan Times Co., Ltd. Supervisor, Hua Ho Engineering Co.,Ltd. |
None |
- |
- |
- |
| Director | Hua Eng Wire & Cable Co., Ltd. Representative: Wang Hong-Ren |
Male |
Republic of China |
MBA, Lindenwood College, USA |
None | Director Director |
Liu Chung-Jen Wang Feng-Chuan |
Second degree of kinship Second degree of kinship |
- |
| Independent Director |
Hu Li-Jen | Male | Republic of China |
Department of Accounting, College of Commerce, National Chengchi University |
Member of the Remuneration Committee of the Company. |
None | - |
- |
- |
10
Three. Cor orate Governance Re ort p p
2020 Annual Re ort p
| Independent Director |
Cheng Kun-Fa | Male | Republic of China |
National Taiwan University Department of Economics, School of Law |
Agricultural Bank of Taiwan Member of Credit Examination Committee Member of the Remuneration Committee of the Company. |
None | - |
- |
- |
|---|---|---|---|---|---|---|---|---|---|
| Independent Director |
Huang Chen-Tsung |
Male | Republic of China |
New York University Ph.D., Business Administration (specializing in finance) |
Department of Financial Management, National Sun Yat-sen University Associate Professor Independent Director and member of Compensation Committee of Ample Electronic Technology MAYO Human Capital Inc. Independent Director Supervisor of Ruipeng Technology Co., Ltd. Member of the Remuneration Committee of the Company. |
None | - |
- |
- |
Note 1: Directors of the Company did not work in the firm of the certified public accountant during the previous disclosure period.
Note 2: If the Company’s chairman and general manager or equivalent (top manager) are the same person, or spouse or relative within one degree of kinship to the other, the reason, rationality, necessity and relevant information of the corresponding measures should be explained (e.g., the number of independent directors should be increased, more than half of the directors should not be concurrent employees or managers, etc.).
11
Three. Cor orate Governance Re ort p p
2020 Annual Re ort p
Table 1: Major Shareholders of Institutional Shareholders
| Table 1: Major Shareholders of Institutional Shareholders | Table 1: Major Shareholders of Institutional Shareholders |
|---|---|
| April 26, 2021 | |
| Name of institutional shareholder (Note 1) |
Major Shareholders of Institutional Shareholders (Note 2) |
| Hua Eng Wire & Cable Co., Ltd. |
First Copper Technology Co., Ltd. (32.96%), Hua Horng Investment Co., Ltd. (5.84%), Wang-Yang Pi-O (3.49%), Wang Feng-Shu (2.55%), Wang Wen-Ling (2.20%), Wang Hong-Ren (2.12%), Wang Yu-Fa (1.75%), Wang Hung-Ming (1.46%), Chen Kun-Rong (0.80%), JP Morgan Securities entrusted to JP Morgan Chase Bank (0.80%) |
Note 1: If the director or supervisor is a representative of an institutional shareholder, the name of the institutional shareholder should be filled in.
Note 2: Fill in the name of the main shareholder of the institutional shareholder (with the shareholding ratio falling within the top ten) and the shareholding ratio. If the main shareholder is a juridical person, the following Table 2 should be filled in.
Note 3: If an institutional shareholder is not a company organizer, the name of the shareholder and shareholding ratio that should be disclosed before is the name of the investor or donor and the ratio of capital contribution or donation.
Table 2: Major shareholders of major shareholders who are juridical persons as referred to in Table 1
| Table 2: Major shareholders of major shareholders who are juridical persons as referred to in Table 1 |
Table 2: Major shareholders of major shareholders who are juridical persons as referred to in Table 1 |
|---|---|
| April 26, 2021 | |
| Name of institutional shareholder (Note 1) |
Major Shareholders of Institutional Shareholders (Note 2) |
| First Copper Technology Co., Ltd. |
Hua Eng Wire & Cable Co., Ltd. (39.44%), Hua Horng Investment Co., Ltd. (9.60%), Wang Yu-Fa (7.98%), Wang-Yang Pi-O (2.52%), Wang Wen-Ling (1.82%), Wang Feng-Chuan (0.67%), International Shipbreaking Enterprise Co. Ltd. (0.50%), Shen Tung Hsi (0.48%), Wang Feng-Shu (0.43%), Wang Hung-Ming (0.41%) |
| Hua Horng Investment Co., Ltd. |
Kulsum Industries Ltd. (79.79%), Wang Wen-Ling (3.19%), Wang Feng-Chuan (3.19%), Wang Feng-Shu (3.19%), Wang Hong-Ren (3.19%), Wang Hung-Ming (2.87%), Wang Yu-Ting (2.13%), Wang Yu-Fa (1.07%), Wang Feng-Chin (0.85%), Wang-Yang Pi-O (0.53%) |
Note 1: If the main shareholder is a juridical person as shown in Table 1 above, the name of the juridical person should be filled in. Note 2: Fill in the name of the main shareholder of the juridical person (where its shareholding ratio falls in the top ten) and its shareholding ratio.
- Note 3: If an institutional shareholder is not a company organizer, the name of the shareholder and shareholding ratio that should be disclosed before is the name of the investor or donor and the ratio of capital contribution or donation.
12
Three. Cor orate Governance Re ort p p
2020 Annual Re ort p
(I) Director information 3.
| Terms Name (Note 1) |
Has at least five years of relevant working experience and the following professional qualifications |
Has at least five years of relevant working experience and the following professional qualifications |
Has at least five years of relevant working experience and the following professional qualifications |
Conform to the status of independence (Note 2) |
Conform to the status of independence (Note 2) |
Conform to the status of independence (Note 2) |
Conform to the status of independence (Note 2) |
Conform to the status of independence (Note 2) |
Conform to the status of independence (Note 2) |
Conform to the status of independence (Note 2) |
Conform to the status of independence (Note 2) |
Conform to the status of independence (Note 2) |
Conform to the status of independence (Note 2) |
Conform to the status of independence (Note 2) |
Conform to the status of independence (Note 2) |
Number of other public companies where he/she/it concurrently serves as an independent director |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Lecturer or above in a department related to business, legal affairs, finance, accounting or area related to the Company’s business at a public or private 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 required for business, legal affairs, finance, accounting, or Company business |
1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | ||
| Hua Eng Wire & Cable Co., Ltd. Representative: Liu Chung-Jen |
| | | | None | |||||||||||
| Hua Eng Wire & Cable Co., Ltd. Representative: Wang Feng-Chuan |
| | | | None | |||||||||||
| Hua Eng Wire & Cable Co., Ltd. Representative: Lin Min-Shiang |
| | | | | None | ||||||||||
| Hua Eng Wire & Cable Co., Ltd. Representative: Wang Hong-Ren |
| | | | | None | ||||||||||
| Hu Li-Jen | | | | | | | | | | | | | | None | ||
| Cheng Kun-Fa |
| | | | | | | | | | | | | None | ||
| Huang Chen-Tsung |
| | | | | | | | | | | | | | 2 |
Note: The number of fields is adjusted according to the actual number.
Note 2: For each director or supervisor who meets the following conditions during the two years before and during their tenure of office, please mark " " in the space below each condition code.
-
(1) Not an employee of the Company or its affiliates.
-
(2) Not a director or supervisor of the Company or its affiliates. (However, in the case of independent directors established and concurrently serving in the Company and its parent company, subsidiary company or subsidiary company of the same parent company in accordance with this law or local laws, this limitation shall not apply.)
13
Three. Cor orate Governance Re ort p p
2020 Annual Re ort p
-
(3) No one percent or more of the total issued shares of the Company are held by him/her or his/her spouse, or minor children or on his/her behalf, or none of their shareholding percentage is among top ten shareholders.
-
(4) The spouses or lineal relatives within the second-degree or third-degree of kinship of those who are not listed in (1), (2), or (3).
-
(5) Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of outstanding shares of the Company or that holds shares ranking in the top five in holdings, or is designated as a representative in accordance with Article 27, Paragraph 1 or 2 of the Company Act. (However, in the case of independent directors established and concurrently serving in the Company and its parent company, subsidiary company or subsidiary company of the same parent company in accordance with this law or local laws, this limitation shall not apply.)
-
(6) Not a director, supervisor, or employee of another company controlled by the same person with more than half of the shares with voting rights on the Company's Board of Directors. (However, in the case of independent directors established and concurrently serving in the Company and its parent company, subsidiary company or subsidiary company of the same parent company in accordance with this law or local laws, this limitation shall not apply.)
-
(7) Not a director, supervisor, or employee of another company or institution whose chairman, general manager, or equivalent position is the same person as that of the Company, or the spouse thereof. (However, in the case of independent directors established and concurrently serving in the Company and its parent company, subsidiary company or subsidiary company of the same parent company in accordance with this law or local laws, this limitation shall not apply.)
-
(8) Not a director, supervisor, or manager of a specific company or institution having financial or business dealings with the Company, or a shareholder holding 5% or more of shares.(However, if a specific company or institution holds more than 20% of the total issued shares of the Company but not more than 50%, and the established independent director concurrently serves in the Company and its parent company, subsidiary company or subsidiary company of the same parent company in accordance with this law or local laws, this limitation shall not apply.)
-
(9) Not a partner, director, supervisor, manager, or spouse thereof of a company or institution that provides commercial, legal, financial, accounting services or consultation to the Company or any affiliate of the Company for amounts exceeding NTD 500,000 in the past two years. However, for members of the Remuneration Committee, Public Acquisitions Review Committee, or M&A Special Committee who perform their functions and powers in accordance with the relevant laws and regulations of the Securities and Exchange Act or the Corporate Mergers & Acquisitions Act, this limitation shall not apply.
-
(10) He/she is not the spouse or relative within the second degree of kinship of another director.
-
(11) Not exhibiting any of the circumstances specified under Article 30 of the Company Act.
-
(12) No provision to be elected by a government or juristic person or their representative under Article 27 of the Company Act.
14
Three. Cor orate Governance Re ort p p
2020 Annual Re ort p
(II) Information on the General Manager, deputy general managers, managers, and supervisors of various departments and branches. 1.
Unit: Shares; Date: April 26, 2021
| Title | Name | Date assumed office |
Shares held | Shares held | Spouse and minor children holdingshares |
Spouse and minor children holdingshares |
Shares held in the name(s) of others |
Shares held in the name(s) of others |
|---|---|---|---|---|---|---|---|---|
| Number of shares |
Percentage of ownership |
Number of shares |
Percentage of ownership |
Number of shares |
Percentage of ownership |
|||
| General Manager |
Hung Mao-Yang |
2018.04.01 | 2,265 |
0.00% |
0 | 0 |
0 | 0 |
| Foreman | Hsiao Ching-Shun |
2013.01.01 | 0 |
0 | 0 | 0 | 0 | 0 |
| Deputy Foreman |
Shih Fei-Peng |
2020.06.01 | 0 |
0 | 0 | 0 | 0 | 0 |
| Manager | Cheng Lien-Fan |
2018.04.01 | 0 |
0 | 0 | 0 | 0 | 0 |
| Manager | Chin Li-Jung |
2014.04.01 | 0 |
0 | 0 | 0 | 0 | 0 |
| Manager | Chiang Ching-Shan |
2015.06.01 | 0 |
0 | 0 | 0 | 0 | 0 |
| Manager | Kao Pi-Tsan | 2016.09.01 | 0 |
0 | 0 | 0 | 0 | 0 |
| Accounting Supervisor |
Wu Chia-Yu | 2003.03.17 | 0 |
0 | 0 | 0 | 0 | 0 |
15
Three. Cor orate Governance Re ort p p
2020 Annual Re ort p
(II) Information on the General Manager, deputy general managers, managers, and supervisors of various departments and branches. 2.
Date: April 26, 2021
| Title (Note 1) |
Name | Gender | Nationalit y |
Principal Experience (Education) (Note 2) |
Office(s) Concurrentl y Held in Other Companies |
Spouse or relatives within the second degree of kinship or closer acting as managerial officers |
Spouse or relatives within the second degree of kinship or closer acting as managerial officers |
Spouse or relatives within the second degree of kinship or closer acting as managerial officers |
Note (Note 3) |
|---|---|---|---|---|---|---|---|---|---|
| Title | Name | ~~Relationship~~ with the Company |
|||||||
| General Manager |
Hung Mao-Yan g |
Male | Republic of China |
Previously served as manager of the Company's Factory Manufacturing Department Previously served as deputy general manager and acting general manager of the Company's Business Department Agricultural Machinery Department, Pingtung Agricultural College |
None | None | - |
- |
- |
| Foreman | Hsiao Ching-Sh un |
Male | Republic of China |
Former Deputy Director and Deputy Foreman of the Manufacturing Department of the Company Department of Electrical Engineering, National Kaohsiung University of Applied Sciences |
None |
None | - |
- |
- |
| Deputy Foreman |
Shih Fei-Peng |
Male | Republic of China |
Previously served as assistant manager and section chief of the Company's Welding Division Department of Mechanical Engineering, Chung Cheng Institute of Technology |
None | None | - |
- |
- |
16
Three. Cor orate Governance Re ort p p
2020 Annual Re ort p
| Manager | Cheng Lien-Fan |
Male | Republic of China |
Previously served as assistant manager, section chief, and Deputy Foreman of the Company's Technical Division and Manager of the Quality Assurance Department Department of Mechanical Engineering, Feng Chia University |
None |
None | - |
- |
- |
|---|---|---|---|---|---|---|---|---|---|
| Manager | Chin Li-Jung |
Male | Republic of China |
Previously served as Assistance Manager of the Business Department and Operation Department, Section chief of the Operation Department and Overseas Operation Department Department of International Trade, Concordia University (Canada) |
None |
None | - |
- |
- |
| Manager | Chiang Ching-Sh an |
Male | Republic of China |
Previously served as manager and assistant manager of the Company's Processing Division Electronics major, Kaohsiung Institute of Technology |
None |
None | - |
- |
- |
| Manager | Kao Pi-Tsan |
Male | Republic of China |
Previously served as assistant manager and section chief of the Company's Technical Division Department of Mechanical and Automation Engineering, I-Shou University |
None | None | - |
- |
- |
17
Three. Cor orate Governance Re ort p p
2020 Annual Re ort p
| Accounting Supervisor |
Wu Chia-Yu |
Female | Republic of China |
Department of Accounting, Tunghai University |
Accounting Supervisor, Hua Eng Wire & Cable Co., Ltd. |
None | - |
- |
- |
|---|---|---|---|---|---|---|---|---|---|
-
Note 1: Include general manager, deputy general managers, deputy managers, and the chiefs of all the company’s divisions and branches. Regardless of position, all assignments equivalent to general manager, deputy general manager, and deputy manager shall be shown.
-
Note 2: The Company's general manager, deputy general manager, manager, and other ranks and above have not worked in the audit or CPA firms during the previous disclosure period.
-
Note 3: If the company’s general manager or equivalent (top manager) and its chairperson are the same person, or spouse or relative within one degree of kinship to the other, the reason, rationality, necessity and relevant information of the corresponding measures should be disclosed (e.g., the number of independent directors should be increased, more than half of the directors should not be concurrent employees or managers, etc.).
18
Three. Cor orate Governance Re ort p p
2020 Annual Re ort p
III. Remuneration paid to directors, supervisors, general managers, deputy general manager(s) in the most recent year
(1) Remuneration paid to directors (including independent directors)
Units: NTD thousand, shares; Date: December 31, 2020
| Title | Name | Directo | rs' Remunerati | on | Ratio of the A, B, C and af (N |
total amount of D vs. net profit ter tax ote 10) |
R | emuneration fr | om concurrently se | rving as emp | loyee | Ratio of the A, B, C, D net pro (N |
total amount of , E, F, and G vs. fit after tax ote 10) |
Remuneration received from investee compani es outside of subsidiaries or from the parent company (Note 11) |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remun (N |
eration (A) ote 2) |
Retireme | nt pension (B) | Directors' ( |
remuneration (C) Note 3) |
Busine expenses |
ss execution (D) (Note 4) |
Wages, re allowan (N |
wards, special ces, etc. (E) ote 5) |
Pension upo | n retirement (F) | Emp | loyee bonuse | s (G) (Note | 6) | |||||||
| The Compan y |
All companie s in the financial reports (Note 7) |
The Compan y |
All companie s in the financial reports (Note 7) |
The Compan y |
All companie s in the financial reports (Note 7) |
The Compan y |
All companie s in the financial reports (Note 7) |
The Compan y |
All companie s in the financial reports (Note 7) |
The Compan y |
All companie s in the financial reports (Note 7) |
The Compan y |
All companie s in the financial reports (Note 7) |
The C | ompany | All com the fin rep (No |
panies in ancial orts te 7) |
The Compan y |
All companie s in the financial reports (Note 7) |
|||
| Cash amoun t |
Stock amoun t |
Cash amoun t |
Stock amoun t |
|||||||||||||||||||
| Chairman | Hua Eng Wire & Cable Co., Ltd. |
0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | 0 | 0 | N/A | N/A | 0 | -- | 0 |
| Representativ e: Wang Hung-Ming |
1,317 | N/A | 0 | N/A | 60 | N/A | 90 | N/A | 1.85% | N/A | 0 | N/A | 0 | N/A | 0 | 0 | N/A | N/A | 1.85% | -- | 0 | |
| Director | Hua Eng Wire & Cable Co., Ltd. |
0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | 0 | 0 | N/A | N/A | 0 | -- | 0 |
| Representativ e: Liu Chung-Jen |
0 | N/A | 0 | N/A | 60 | N/A | 90 | N/A | 0.19% | N/A | 0 | N/A | 0 | N/A | 0 | 0 | N/A | N/A | 0.19% | -- | 0 | |
| Director | Hua Eng Wire & Cable Co., Ltd. |
0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | 0 | 0 | N/A | N/A | 0 | -- | 0 |
| Representativ e: Lin Min-Shiang |
0 | N/A | 0 | N/A | 60 | N/A | 90 | N/A | 0.19% | N/A | 0 | N/A | 0 | N/A | 0 | 0 | N/A | N/A | 0.19% | -- | 0 | |
| Director | Hua Eng Wire & Cable Co., Ltd. |
0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | 0 | 0 | N/A | N/A | 0 | -- | 0 |
| Representativ e: Wang Hong-Ren (Note 12) |
0 | N/A | 0 | N/A | 60 | N/A | 65 | N/A | 0.16% | N/A | 0 | N/A | 0 | N/A | 0 | 0 | N/A | N/A | 0.16% | -- | 0 | |
| Director | Mitsubishi Shindoh Co., Ltd. |
0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | 0 | 0 | N/A | N/A | 0 | -- | 0 |
| Representativ e: Mitsuhashi Akira(Note 12) |
0 | N/A | 0 | N/A | 0 | N/A | 10 | N/A | 0.01% | N/A | 0 | N/A | 0 | N/A | 0 | 0 | N/A | N/A | 0.01% | -- | 0 | |
| Independen t Director |
Cheng Kun-Fa |
0 | N/A | 0 | N/A | 60 | N/A | 360 | N/A | 0.53% | N/A | 0 | N/A | 0 | N/A | 0 | 0 | N/A | N/A | 0.53% | -- | 0 |
| Independen t Director |
Hu Li-Jen | 0 | N/A | 0 | N/A | 60 | N/A | 360 | N/A | 0.53% | N/A | 0 | N/A | 0 | N/A | 0 | 0 | N/A | N/A | 0.53% | -- | 0 |
| Independen t Director |
Huang Chen-Tsung |
0 | N/A | 0 | N/A | 60 | N/A | 360 | N/A | 0.53% | N/A | 0 | N/A | 0 | N/A | 0 | 0 | N/A | N/A | 0.53% | -- | 0 |
- Please state the policies, systems, standards and structure of independent directors’ remuneration, and, according to the responsibilities, risks, time invested and other factors, describe the relevance to the remuneration amount:
(1) To meet the needs of independent directors to execute their business, the Board of Directors has approved a monthly payment to each independent director of a fixed amount of business execution fees.
(2) If the Company makes a profit during the year, it shall allocate no more than 2% for director remuneration. However, when the Company has accumulated losses, the reserves for covering the losses shall be retained in advance. 2. Except as disclosed in the above table, the remuneration for the services provided for all companies in the financial report by the directors of the Company in the most recent year (such as consultants who are not employees): None.
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Three. Cor orate Governance Re ort p p
2020 Annual Report
Table of Remuneration Scales
| Range of remuneration paid to each director of the Company |
Director name | Director name | ||
|---|---|---|---|---|
| The total amount of the first four remuneration items (A+B+C+D) |
The total amount of the first seven remuneration items (A+B+C+D+E+F+G) | |||
| The Company (Note 8) | All companies in the financial reports (Note 9)H |
The Company (Note 8) |
All companies in the financial reports (Note 9)I |
|
| Less than 1,000,000 | Representative, Hua Eng Wire & Cable Co., Ltd.: Liu Chung-Jen Representative, Hua Eng Wire & Cable Co., Ltd.: Lin Min-Shiang Representative, Hua Eng Wire & Cable Co., Ltd.: Wang Hong-Ren Representative, Mitsubishi Shindoh Co., Ltd.: Mitsuhashi Akira Independent Director: Cheng Kun-Fa Independent Director: Hu Li-Jen Independent Director: Huang Chen-Tsung |
N/A | Representative, Hua Eng Wire & Cable Co., Ltd.: Liu Chung-Jen Representative, Hua Eng Wire & Cable Co., Ltd.: Lin Min-Shiang Representative, Hua Eng Wire & Cable Co., Ltd.: Wang Hong-Ren Representative, Mitsubishi Shindoh Co., Ltd.: Mitsuhashi Akira Independent Director: Cheng Kun-Fa Independent Director: Hu Li-Jen Independent Director: Huang Chen-Tsung |
N/A |
| 1,000,000 (inclusive) - 2,000,000 (exclusive) |
Representative, Hua Eng Wire & Cable Co.,Ltd.: WangHung-Ming |
Representative, Hua Eng Wire & Cable Co., Ltd.: Wang Hung-Ming |
||
| 2,000,000 (inclusive) - 3,500,000 (exclusive) |
||||
| 3,500,000 (inclusive) - 5,000,000 (exclusive) |
||||
| 5,000,000 (inclusive) - 10,000,000 (exclusive) |
||||
| 10,000,000 (inclusive) - 15,000,000(exclusive) |
||||
| 15,000,000 (inclusive) - 30,000,000 (exclusive) |
||||
| 30,000,000 (inclusive) - 50,000,000(exclusive) |
||||
| 50,000,000 (inclusive) - 100,000,000(exclusive) |
20
Three. Cor orate Governance Re ort p p
2020 Annual Report
| Over NTD 100,000,000 | ||||
|---|---|---|---|---|
| Total | 8 | 8 |
-
Note 1: The names of directors should be listed separately. (For institutional shareholders, separately list the names of the institutions and their representatives.) Furthermore, separately indicate ordinary directors and independent directors, with disclosure of remuneration amounts done in aggregate. If a director is also the general manager or a deputy general manager, please fill in this form and the following table (3).
-
Note 2: Refers to the remuneration of directors in the most recent year (including directors’ salary, job bonus, severance payment, various bonuses, incentives, etc.).
-
Note 3: Constitutes the amount of directors' remuneration proposed to be distributed by the Board of Directors in the most recent year.
-
Note 4: Refers to directors’ relevant business execution expenses in the most recent year (including transportation fees, special expenses, various allowances, dormitory lodging, car allocation, etc.). When providing housing, cars, and other means of transportation or exclusive personal expenses, the nature and cost of the assets provided, and the actual or fair market price of rent, gas and other payments should be disclosed. In addition, if there is a driver, please note the relevant remuneration paid by the company to the driver; but this will not be included in the remuneration.
-
Note 5: Refers to items received in kind, etc., by concurrent directors and employees in the most recent year (including those concurrently serving as general manager, deputy general manager, other managers, and employees). Items encompass salary, job bonuses, severance payments, various bonuses, incentives, transportation fees, special expenses, various allowances, dormitory lodging, car allocations, and so on. When providing housing, cars, and other means of transportation or exclusive personal expenses, the nature and cost of the assets provided, and the actual or fair market price of rent, gas and other payments should be disclosed. In addition, if there is a driver, please note the relevant remuneration paid by the company to the driver; but this will not be included in the remuneration. In addition, salary expenses recognized in accordance with IFRS 2 "Share Based Payments” should also be included in remuneration, including employee stock option certificates, new restricted employee shares, participation in share subscriptions for capital increase, etc.
-
Note 6: Refers to remuneration (including stocks and cash) received by concurrent directors and employees in the most recent year (including those concurrently serving as general manager, deputy general manager, other managers, and employees). The amount of employee compensation approved by the Board of Directors in the most recent year shall be disclosed. If an estimation is not possible, calculate the proposed distribution amount this year based on the actual distribution amount last year, and fill in the attached table (4).
-
Note 7: The total amount of remuneration paid by all companies (including the Company) to the directors of the Company shall be disclosed in the consolidated report.
-
Note 8: The total amount of remuneration paid by the Company to each director and the name of the director is disclosed in the attribution level. Note 9: The total amount of remuneration paid by all companies (including the Company) to each director of the Company shall be disclosed in the consolidated report and the name of the director is disclosed in the attribution level.
21
Three. Cor orate Governance Re ort p p
2020 Annual Report
-
Note 10: Net profit after tax refers to the net profit after tax in the most recent year; if IFRS has been adopted, net profit after tax refers to the net profit after tax of the parent company only or individual financial report in the most recent year.
-
Note 11: a. This column should clearly state the amount of relevant remuneration received by the directors of the Company from investee companies outside of subsidiaries or from the parent company (if none, please fill in "none").
-
b. If the directors of the Company receive relevant remuneration from investee companies outside of subsidiaries or from the parent company, the remuneration received by the Company directors from investee companies outside of subsidiaries or from the parent company shall be incorporated into column I of the table of remuneration scales. Further, change the field name to "or parent company and all reinvested businesses."
-
c. Remuneration refers to remuneration (including remuneration for employees, directors, and supervisors), rewards, business execution expenses, and other related compensation that directors of the Company receive as directors, supervisors, or managers from investee companies outside of subsidiaries or from the parent company.
-
The content of the remunerations disclosed in this table differs from the concept of income as indicated in the Income Tax Act. As such, the purpose of this table is for disclosure of information only, not for taxation.
-
Note 12: Mitsubishi Shindoh Co., Ltd. resigned from the director position on February 27, 2020.
-
The Company elected one director on June 11, 2020: Representative of Hua Eng Wire & Cable Co., Ltd.: Wang Hong-Ren
22
Three. Cor orate Governance Re ort p p
2020 Annual Report
-
(2) Supervisors' Remuneration: Not applicable. The Company established an Audit Committee to replace supervisors after the re-election of the Board of Directors and Supervisors on June 30, 2017.
-
(3) Remuneration Paid to General Manager and Deputy General Manager(s)
Unit: NTD thousand; Date: December 31, 2020
| Title General Manager Foreman |
Name | Salary (A) (Note 2) |
Salary (A) (Note 2) |
Retirement pension (B) | Retirement pension (B) | Bonuses, special expenses, etc. (C) (Note 3) |
Bonuses, special expenses, etc. (C) (Note 3) |
Employee compensation amount (D) (Note 4) |
Employee compensation amount (D) (Note 4) |
Employee compensation amount (D) (Note 4) |
Employee compensation amount (D) (Note 4) |
Ratio of the total amount of A, B, C and D vs. net profit after tax (%) (Note 8) |
Ratio of the total amount of A, B, C and D vs. net profit after tax (%) (Note 8) |
Remuneration received from investee companies outside of subsidiariesor from the parent company (Note 9) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company |
All companies in the financial reports (Note 5) |
The Company |
All companies in the financial reports (Note 5) |
The Company |
All companies in the financial reports (Note 5) |
The Company | All companies in the financial reports (Note 5) |
The Company |
All companies in the financial reports (Note 5) |
|||||
| Cash amount |
Stock amount |
Cash amount |
Stock amount |
|||||||||||
| Hung Mao-Yang |
1,285 | N/A | 79 | N/A | 126 | N/A | 39 | 0 | N/A | N/A | 1.93% | N/A | 0 | |
| Hsiao Ching-Shun |
1,177 | N/A | 73 | N/A | 115 | N/A | 36 | 0 | N/A | N/A | 1.77% | N/A | 0 |
Regardless of job title, all positions equivalent to general manager or deputy general manager (for example: president, chief executive, director... etc.) should be disclosed.
Table of Remuneration Scales
| Range of remunerations paid to general manager(s) and deputy general manager(s) |
Name of General Manager and DeputyGeneral Manager(s) | Name of General Manager and DeputyGeneral Manager(s) |
|---|---|---|
| The Company (Note 6) | All companies in the financial reports(Note 7)E | |
| Less than 1,000,000 | N/A | |
| 1,000,000(inclusive)- 2,000,000(exclusive) | HungMao-Yang,Hsiao Ching-Shun | |
| 2,000,000(inclusive)- 3,500,000(exclusive) | ||
| 3,500,000(inclusive)- 5,000,000(exclusive) | ||
| 5,000,000(inclusive)- 10,000,000(exclusive) | ||
| 10,000,000(inclusive)- 15,000,000(exclusive) | ||
| 15,000,000(inclusive)- 30,000,000(exclusive) | ||
| 30,000,000(inclusive)- 50,000,000(exclusive) | ||
| 50,000,000(inclusive)- 100,000,000(exclusive) | ||
| Over NTD 100,000,000 | ||
| Total | 2 |
23
Three. Cor orate Governance Re ort p p
2020 Annual Report
-
Note 1: The names of the general manager and deputy general managers shall be listed separately, and the payment amounts shall be disclosed in aggregate. If a director is also the general manager or a deputy general manager, please fill in this form and the above table (1-1) or (1-2).
-
Note 2: Constitutes salaries, job bonuses, and severance pay for the general manager and deputy general managers in the most recent year.
-
Note 3: Constitutes various bonuses, incentives, transportation fees, special expenses, various allowances, dormitory lodging, car allocations, and other remuneration amounts provided to the general manager and deputy general managers in the most recent year. When providing housing, cars, and other means of transportation or exclusive personal expenses, the nature and cost of the assets provided, and the actual or fair market price of rent, gas and other payments should be disclosed. In addition, if there is a driver, please note the relevant remuneration paid by the company to the driver; but this will not be included in the remuneration. In addition, salary expenses recognized in accordance with IFRS 2 "Share Based Payments” should also be included in remuneration, including employee stock option certificates, new restricted employee shares, participation in share subscriptions for capital increase, etc.
-
Note 4: Constitutes the amount of employee remuneration (including stocks and cash) approved by the Board of Directors for distribution to the general manager and deputy general managers in the most recent year. If an estimation is not possible, calculate the proposed distribution amount this year based on the actual distribution amount last year, and fill in the attached table (4).
-
Note 5: The total amount of remuneration paid by all companies (including the Company) to the general manager and deputy general managers of the Company shall be disclosed in the consolidated report.
-
Note 6: The total amount of remuneration paid by the Company to each the general manager and deputy general manager and the name of the general manager and deputy general manager is disclosed in the attribution level.
-
Note 7: The total amount of remuneration paid by all companies (including the Company) to each general manager and deputy general manager of the Company shall be disclosed in the consolidated report and the names of the general manager and deputy general managers are disclosed in the attribution level.
-
Note 8: Net profit after tax refers to the net profit after tax of the parent company only or individual financial report in the most recent year.
-
Note 9: a. This column should clearly state the amount of relevant remuneration received by the general manager and deputy general managers of the Company from investee companies outside of subsidiaries or from the parent company.
-
b. If the general manager and deputy general managers of the Company receive relevant remuneration from investee companies outside of subsidiaries or from the parent company, the remuneration received by the Company’s general manager and deputy general manager from investee companies outside of subsidiaries or from the parent company shall be incorporated into column E of the table of remuneration scales. Further, change the field name to "parent company and all reinvested businesses."
-
c. Remuneration refers to remuneration (including remuneration for employees, directors, and supervisors), rewards, business execution expenses, and other related compensation that the general manager and deputy general managers of the Company receive as directors, supervisors, or
24
Three. Cor orate Governance Re ort p p
2020 Annual Report
managers from investee companies outside of subsidiaries or from the parent company.
- The content of the remunerations disclosed in this table differs from the concept of income as indicated in the Income Tax Act. As such, the purpose of this table is for disclosure of information only, not for taxation.
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Three. Cor orate Governance Re ort p p
2020 Annual Report
(4) Remuneration of top five management personnel (individual disclosure of names and remuneration methods)
(Note 1)
Unit: NTD thousand; Date: December 31, 2020
| Title | Name | Salary (A) (Note 2) |
Salary (A) (Note 2) |
Retirement pension (B) | Retirement pension (B) | Bonuses and special expenses (C) (Note 3) |
Bonuses and special expenses (C) (Note 3) |
Employee compensation amount (D) (Note 4) |
Employee compensation amount (D) (Note 4) |
Employee compensation amount (D) (Note 4) |
Employee compensation amount (D) (Note 4) |
Ratio of the total amount of A, B, C and D vs. net profit after tax(%) (Note 6) |
Ratio of the total amount of A, B, C and D vs. net profit after tax(%) (Note 6) |
Remuneration received from investee companies outside of subsidiaries or from the parent company (Note 7) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company |
All companies in the financial reports (Note 5) |
The Company |
All companies in the financial reports (Note 5) |
The Company |
All companies in the financial reports (Note 5) |
The Company | All companies in the financial reports(Note 5) |
The Company |
All companies in the financial reports |
|||||
| Cash amount |
Stock amount |
Cash amount |
Stock amount |
|||||||||||
| Chairman | Wang Hung-Ming |
1,200 | N/A | 0 | N/A | 267 | N/A | 0 | 0 | N/A | N/A | 1.85% | N/A | 0 |
| General Manager |
Hung Mao-Yang |
1,285 | N/A | 79 | N/A | 126 | N/A | 39 | 0 | N/A | N/A | 1.93% | N/A | 0 |
| Foreman | Hsiao Ching-Shun |
1,177 | N/A | 73 | N/A | 115 | N/A | 36 | 0 | N/A | N/A | 1.77% | N/A | 0 |
| Section Chief |
Chen Fu-Jung |
889 | N/A | 55 | N/A | 73 | N/A | 23 | 0 | N/A | N/A | 1.31% | N/A | 0 |
| Manager | Cheng Lien-Fan |
855 | N/A | 52 | N/A | 92 | N/A | 26 | 0 | N/A | N/A | 1.29% | N/A | 0 |
Note 1: In respect to the so-called "top five management personnel," "management personnel" here refers to Company managers. As for the standards for identification of managers, this is based on Order No. 0920001301 dated March 27, 2003, Taicaizheng Sanzi No. 0920001301 of the former Securities and Futures Commission of the Ministry of Finance, which stipulates the scope of application of "managers." In respect to calculation and determination of the top five highest-compensated personnel, this is based on the sum of the salaries, retirement pensions, bonuses, and special expenses that by Company managers receive from all companies in the consolidated financial reports, as well as the total amount of employee compensation (that is, the total amount of A+B+C+D). After sorting, the five highest paid persons are recognized. If a director concurrently serves as a manager identified above, this form and the above form (1-1) should be filled out.
26
Three. Cor orate Governance Re ort p p
2020 Annual Report
-
Note 2: Constitutes salaries, job bonuses, and severance pay for the top five management personnel in the most recent year.
-
Note 3: Constitutes various bonuses, incentives, transportation fees, special expenses, various allowances, dormitory lodging, car allocations, and other remuneration amounts provided to top five management personnel in the most recent year. When providing housing, cars, and other means of transportation or exclusive personal expenses, the nature and cost of the assets provided, and the actual or fair market price of rent, gas and other payments should be disclosed. In addition, if there is a driver, please note the relevant remuneration paid by the company to the driver; but this will not be included in the remuneration. In addition, salary expenses recognized in accordance with IFRS 2 "Share Based Payments” should also be included in remuneration, including employee stock option certificates, new restricted employee shares, participation in share subscriptions for capital increase, etc.
-
Note 4: Constitutes the amount of employee remuneration (including stocks and cash) approved by the Board of Directors for distribution to the top five management personnel in the most recent year. If an estimation is not possible, calculate the proposed distribution amount this year based on the actual distribution amount last year, and fill in the attached table (5).
-
Note 5: The total amount of remuneration paid by all companies (including the Company) to the top five management personnel of the Company shall be disclosed in the consolidated report.
-
Note 6: Net profit after tax refers to the net profit after tax of the parent company only or individual financial report in the most recent year.
-
Note 7: a. This column should clearly state the amount of relevant remuneration received by the top five management personnel of the Company from investee companies outside of subsidiaries or from the parent company (if none, please fill in "none").
-
b. Remuneration refers to remuneration (including remuneration for employees, directors, and supervisors), rewards, business execution expenses, and other related compensation that top five management personnel of the Company receive as directors, supervisors, or managers from investee companies outside of subsidiaries or from the parent company.
-
The content of the remunerations disclosed in this table differs from the concept of income as indicated in the Income Tax Act. As such, the purpose of this table is for disclosure of information only, not for taxation.
27
Three. Cor orate Governance Re ort p p
2020 Annual Re ort p
- (5) Names of managerial officers entitled to employee bonuses and amounts entitled
Units: NTD thousand, shares; Date: December 31, 2020
| Title (Note 1) |
Name (Note 1) |
Stock amount | Cash amount | Total | As percentage of income after tax (%) |
|
|---|---|---|---|---|---|---|
| Manager | General Manager |
Hung Mao-Yang |
0 | 195 | 195 | 0.25% |
| Foreman | Hsiao Ching-Shun |
|||||
| Deputy Foreman |
Shih Fei-Peng |
|||||
| Manager | Cheng Lien-Fan |
|||||
| Manager | Chin Li-Jung |
|||||
| Manager | Chiang Ching-Shan |
|||||
| Manager | Kao Pi-Tsan |
|||||
| Accounting Supervisor |
Wu Chia-Yu |
- Note 1: Individual names and titles should be disclosed, but profit distribution can be disclosed in aggregate.
Note 2: Constitutes the amount of employee remuneration (including stocks and cash) approved by the Board of Directors for distribution to the managers in the most recent year. If an estimation is not possible, calculate the proposed distribution amount this year based on the actual distribution amount last year. Net profit after tax refers to the net profit after tax in the most recent year; if IFRS has been adopted, net profit after tax refers to the net profit after tax of the parent company only or individual financial report in the most recent year.
-
Note 3: The scope of application of managers is based on the regulations of Order No. 0920001301 dated March 27, 2003, Taicaizheng Sanzi No. 0920001301 of the Commission, and its scope is as follows:
-
(1) General manager and equivalent
-
(2) Deputy general manager and equivalent
-
(3) Associate manager and equivalent
-
(4) Head of Finance Department
-
(5) Head of Accounting Department
-
(6) Others who have the right to manage affairs and sign for the Company
-
Note 4: If the directors, general manager, and deputy general managers receive employee compensation (including stocks and cash), this form should also be filled out in addition to filling out attached table (1).
-
(6) Amount of compensation paid in the last two years by the Company and all companies included in the consolidated financial statements to the Company's directors, supervisors, general manager, and deputy general managers, and the respective proportion of such compensation to the income after tax on individual financial reports, as well as the policies, standards, and packages by which it was paid, the procedures through which the compensation was determined, and its association with business performance and future risk.
28
Three. Cor orate Governance Re ort p p
2020 Annual Report
| Title | 2020 | 2020 | 2019 | 2019 |
|---|---|---|---|---|
| Analysis table for the proportion of the total of the remuneration paid to directors, supervisors, general managers, and deputy general managers by the Company and all companies in the consolidated financial statements vs. net profits after tax on individual financial statements. |
Analysis table for the proportion of the total of the remuneration paid to directors, supervisors, general managers, and deputy general managers by the Company and all companies in the consolidated financial statements vs. net profits after tax on individual financial statements. |
|||
| The Company |
All companies in consolidated statements (including the Company) |
The Company |
All companies in consolidated statements (including the Company) |
|
| Director | 3.99 | N/A | -2.64% | N/A |
| Supervisor | N/A | N/A | ||
| General Manager and Deputy General Manager(s) |
3.70% |
-2.74% |
Explanation:
-
The Company pays remuneration to directors, supervisors, general managers, and deputy general managers based on the Company's remuneration principles and with reference to the standards of its industry, as clearly stipulated in Article 39 of the Company's Articles of Incorporation and as authorized by the Board of Directors and approved by the shareholders’ meeting. In addition, remuneration paid to managers is based on the Company's salary standards and employee incentive payments.
-
Remuneration of the directors and supervisors of the Company is made considering the Company’s operating performance, after-tax profit, and the proportion of manager’s remuneration set in the Company’s Articles of Incorporation. In addition to the aforementioned basis, personal performance appraisal and contributions to the Company are also included as a reference for payment. Therefore, the Company's operating performance has direct impact on remuneration issuance.
-
Salary packages of the Company’s managers are based on salary, efficiency allowance, food allowance, supervisor allowance, and transportation allowance.
-
The Remuneration Committee of the Company agreed to maintain the Company's current remuneration standards for directors and supervisors, for manager salaries, and employee bonus system; such remuneration is not related to future risks.
29
Three. Cor orate Governance Re ort p p
2020 Annual Re ort p
IV. Corporate Governance Status
(I) Information on the operation of the Board of Directors:
(1) Information on the operation of the Board of Directors
The Board of Directors met 6 times in the most recent year (A), and directors’ attendances were as follows:
| follows: | |||||
|---|---|---|---|---|---|
| Title | Name (Note 1) | Number of times actually attending (observing) (B) |
Frequency of attendance |
Actual attendance (observation) rate (%) (B/A) (Note 2) |
Note |
| Chairman | Hua Eng Wire & Cable Co., Ltd. Representative: Wang Hung-Ming |
4 | 2 | 66.67% | |
| Director | Hua Eng Wire & Cable Co., Ltd. Representative: Liu Chung-Jen |
6 | 0 | 100.00% | |
| Director | Hua Eng Wire & Cable Co., Ltd. Representative: Lin Min-Shiang |
6 | 0 | 100.00% | |
| Director | Mitsubishi Shindoh Co., Ltd. Representative: Mitsuhashi Akira |
0 | 0 | 0.00% | 2020.02.26. Dismissed (Should attend 0 times) |
| Director | Hua Eng Wire & Cable Co., Ltd. Representative: Wang Hong-Ren |
4 | 0 | 100.00% | Took office through by-election 2020.06.11 (Should attend 4 times) |
| Independent Director |
Hu Li-Jen | 6 | 0 | 100.00% | |
| Independent Director |
Cheng Kun-Fa | 6 | 0 | 100.00% | |
| Independent Director |
Huang Chen-Tsung | 5 | 0 | 83.33% | |
| Other matters to be recorded: I. If any of the following occurs in the operation of the Board, specify the date, the session, the content of the motion, the opinions of the Independent Directors, and the response of the Company to the opinions of the Independent Directors: (I) Matters listed in Article 14-3 of the Securities and Exchange Act. 2020.05.04: Passed a proposed amendment to the Internal Control System by resolution of the 2nd session of the Board of Directors in 2020. 2020.05.04: Passed a proposal for Directors’ Travel Expenses by resolution of the 2nd session of the Board of Directors in 2020. 2020.08.10: Passed an amendment to the Internal Control System for Stock Operations by resolution of the 3rd session of the Board of Directors in 2020. 2020.08.10: Passed an amendment to the Internal Control System by resolution of the 3rd session of the Board of Directors in 2020. |
- I. If any of the following occurs in the operation of the Board, specify the date, the session, the content of the motion, the opinions of the Independent Directors, and the response of the Company to the opinions of the Independent Directors:
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Three. Cor orate Governance Re ort p p
2020 Annual Re ort p
2020.09.28: Passed a proposed amendment to the Internal Control System by resolution of the 4th session of the Board of Directors in 2020.
The contents of the above five proposals have been approved by all independent directors without objection.
(II) Further to the aforementioned matters, any adverse opinion or qualified opinion of the Independent Directors against the resolutions of the Board: No such situation.
II. Implementation status of directors’ recusals from proposals due to conflicts of interest: 2020.05.04 Board of Directors: Proposal for Director’s Travel Expenses for the Company. Prior to discussion of the proposal for Directors' Travel Expenses for non-independent directors, the following three director seats were recognized as parties subject to this proposal: Chairman Wang Hung-Ming, Director Liu Chung-Jen, and Director Lin Min-Shiang. Their recusals were then proposed in view of each director's personal relationship of interest with this topic. Prior to discussion of the proposal for Directors' Travel Expenses for independent directors, the following three director seats were recognized as parties subject to this proposal: Independent Director Hu Lee-Ren, Independent Director Chung Kun-Fa, and Independent Director Huang Chen-Tsong. Their recusals were then proposed in view of each director's personal relationship of interest with this topic. The aforementioned directors left the meeting temporarily and did not participate in discussion and voting; with the exception of these directors, and after the presiding chair's consultation with the remaining directors present, the proposal was passed without objection. III. Information on the evaluation cycle and period, evaluation scope, method and evaluation content of the board's self (or peer) assessment as to be disclosed by TWSE/TPEx listed companies: Same as (2) the Board of Directors status of evaluation and implementation.
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Three. Cor orate Governance Re ort p p
2020 Annual Re ort p
-
IV. Assessment of objectives and implementation status in respect of strengthening the powers of the Board of Directors for the current and immediately past years to be carried out:
-
The Company has set forth its "Rules of Procedure for Board of Directors Meetings" to comply in accordance with the "Regulations Governing Procedure for Board of Directors Meetings of Public Companies." Furthermore, directors' attendance at board meetings shall be entered into the Market Observation Post System and major resolutions of the Board of Directors shall be disclosed on the Company's website.
-
In order to encourage directors to further their studies, the Company provides directors to participate in courses to increase their executive functions and meet the requirements of directors' training hours.
-
In accordance with the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter, the Company has set up a Remuneration Committee and has established the Company's Remuneration Committee Charter. Furthermore, three Remuneration Committee members were appointed to perform remuneration functions, and they were entered in the Market Observation Post System as attending in the Remuneration Committee.
-
To improve corporate governance and strengthen the functions of the Board of Directors, the Audit Committee was set up in 2018 in compliance with the Securities and Exchange Act and the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies; and the Audit Committee organizational rules were established.
- The Audit Committee comprises all (3) independent directors, at least one of whom should have accounting or financial expertise. It shall assist the Board of Directors in performing supervisory duties, being responsible for the proper expression of the Company’s financial statements; the selection (dismissal) of CPAs and overseeing their independence and performance; effective implementation of the company's internal control; the Company's compliance with relevant laws and regulations; and the management and control of existing or potential risks faced by the Company.
-
The Company has taken out liability insurance for directors every year starting from 2019.
-
Note 1: Where directors and supervisors are associated with institutions, the names of institutional shareholders and their representatives shall be disclosed.
-
Note 2: (1)If a director or supervisor resigns before the end of the year, the date of resignation should be indicated in the remark’s column. The actual attendance rate (%) is calculated based on the number of meetings of the Board of Directors during the term of service and the actual number of attendances.
-
(2)If directors or supervisors are re-elected before the end of the year, the new and old directors and supervisors should be listed, and the remarks column should indicate whether the director or supervisor is old, new or re-elected and the date of reelection. The actual attendance rate (%) is calculated based on the number of meetings of the Board of Directors during the term of service and the actual number of attendances.
(2) The Board of Directors status of evaluation and implementation:
| Assessment cycle (Note 1) |
Assessment period (Note 2) |
Assessment scope (Note 3) |
Assessment method (Note 4) |
Assessment content (Note 5) |
|---|---|---|---|---|
| Performed once per year |
2020.1.1.~2020.12.31 | Performance self-evaluation of the Board of Directors, individual directors, and functional |
Performance evaluation on the internal self-evaluation on the Board of Directors and individual |
1. Board of Directors performance evaluation: The degree of participation in the Company’s operations, board decision quality, board composition and structure, selection and continuous |
32
Three. Cor orate Governance Re ort p p
2020 Annual Re ort p
| committees. | directors | education of directors, and internal controls. 2. Performance evaluation of individual directors: The mastery of Company goals and tasks, directors’ responsibilities, involvement in the Company’s operations, internal relationship management and communication, director’s professional and continuing education, and internal controls. 3. Performance evaluation of functional committees: Involvement in the Company’s operations, awareness of functional committee responsibilities, functional committee decision quality, functional committee composition and member selection, internal controls, and so on. |
||
|---|---|---|---|---|
Note 1: Fill in the execution cycle of the Board of Directors evaluation; for example: once a year.
Note 2: Fill in the period covered by the Board of Directors’ evaluation; for example: evaluating the performance of the board of directors from January 1, 2019 to December 31, 2019.
Note 3: The scope Board of Directors evaluation includes performance evaluation of the Board of Directors, individual directors, and functional committees.
Note 4: Evaluation methods include internal self-evaluation by the Board of Directors, self-evaluation by board members, peer assessment, appointment of external professional institutions, performance evaluation by experts or other appropriate methods.
Note 5: Evaluation content shall include at least the following items according to the evaluation scope:
-
(1) Board of Directors performance evaluation: Include at least the degree of participation in the Company’s operations, board decision quality, board composition and structure, selection and continuous education of directors, and internal controls.
-
(2) Performance evaluation of individual directors: Include at least the mastery of Company goals and tasks, directors’ responsibilities, involvement in the Company’s operations, internal relationship management and communication, director’s professional and continuing education, and internal controls.
-
(3) Performance evaluation of functional committees: Involvement in the Company’s operations, awareness of functional committee responsibilities, functional committee decision quality, functional committee composition and member selection, internal controls, and so on.
33
Three. Cor orate Governance Re ort p p
2020 Annual Re ort p
(II) Operation of the Audit Committee:
Five meetings have been held by the Audit Committee in the most recent year (A). Attendance
by independent directors was as follows:
| Title | Name | Frequency of actual attendance (B) |
Frequency of attendance |
Actual attendance rate (%) (B/A) (Note) |
Note |
|---|---|---|---|---|---|
| Independent Director |
Hu Li-Jen |
5 | 0 | 100% | |
| Independent Director |
Cheng Kun-Fa |
5 | 0 | 100% | |
| Independent Director |
Huang Chen-Tsung |
3 | 0 | 60% |
34
Three. Cor orate Governance Re ort p p
2020 Annual Re ort p
Other matters to be recorded:
- I. If the operation of the Audit Committee falls into one of the circumstances, the date and duration of the meeting of the Board, details of proposals, resolutions of the Audit Committee, and how the Company deals with the opinions of the Audit Committee shall be stated: (I) Matters listed in Article 14-5 of the Securities and Exchange Act.
| Board of Directors date and period |
Proposal content | Audit Committee resolution results |
The Company's handling of the Audit Committee's opinions |
|---|---|---|---|
| 2020.03.23 The 7th session of the 1st term |
1. 2019 business report and individual financial statements. 2. Issued proposal for the “Statement of Internal Control Systems” for 2019. |
Following consultation by the presiding chair, the proposal was passed without objection by all memberspresent. |
After the presiding chair consulted all the directors present, the proposal was passed without objection. |
| 2020.05.04 The 8th session of the 1st term |
1. Proposed amendment to "Internal Control System". |
Following consultation by the presiding chair, the proposal was passed without objection by all memberspresent. |
After the presiding chair consulted all the directors present, the proposal was passed without objection. |
| 2020.08.10 The 9th session of the 1st term |
1. A proposal concerning the individual financial statements for the second quarter of 2020. 2. Proposed amendment to “Internal Control System for Stock Operations”. 3. Proposed amendment to "Internal Control System". |
Following consultation by the presiding chair, the proposal was passed without objection by all members present. |
After the presiding chair consulted all the directors present, the proposal was passed without objection. |
| 2020.09.28 The 10th session of the 1st term |
1. Proposed amendment to "Internal Control System". |
Following consultation by the presiding chair, the proposal was passed without objection by all memberspresent. |
After the presiding chair consulted all the directors present, the proposal was passed without objection. |
Matters considered mainly included:
-
Establishing or amending the internal control system in accordance with Article 14 of the Securities and Exchange Act.
-
Evaluation of the effectiveness of the internal control system.
-
Annual financial report and the Q2 financial report that needs to be certified by the CPAs.
-
Other important matters specified by the Company or the competent authority.
-
(II) Further to the aforementioned matters, motions rejected by the Auditing Committee but passed by the Board at the consent of more than 2/3 of the Directors: No such situation.
35
Three. Cor orate Governance Re ort p p
2020 Annual Re ort p
-
II. Implementation status of independent directors’ recusals due to conflicts of interest, including the name of the independent director, the content of the proposal, the reasons for recusal and voting status: No such situation.
-
III. The communication between the Independent Directors and the Chief Internal Auditor and the CPAs (materiality, means, and result of communication on the financial position and operation of the Company should be covered).
-
(I) Communication approach among independent directors, internal audit supervisors and CPAs:
-
Internal audit supervisor discusses the related internal control system and laws and regulation amendments with the independent directors in the Audit Committee. Apart from that the audit report is submitted to independent directors on a monthly basis, audit supervisor also reports the audit business to the Board of Directors. The implementation and effect of audit business has been fully communicated. Where independent directors deem it necessary, they may directly communicate and inquire internal audit supervisor and CPAs via the approaches of telephone, emails or face to face.
-
Independent directors communicate with CPAs in the Audit Committee session. CPAs submit the audit result and audit opinions to independent directors for a comprehensive written report and communicate on the following topics: 1. independence declaration, 2. responsibilities of the audit personnel auditing financial reports, 3. audit scope, 4. audit findings, 5. matters competent authority focuses on, and 6. updates on important laws and regulations. Head of accounting department and other related departments shall present and provide required information if necessary.
-
Communication frequency: The details of Audit Committee sessions where independent directors, audit supervisors, CPAs, and head of the account department are as follows: Independent directors Independent directors
and internal audit supervisors and CPAs March 23, 2020 March 23, 2020 May 4, 2020 May 4, 2020
August 10, 2020 August 10, 2020
September 28, 2020 November 9, 2020 November 9, 2020
-
36
Three. Cor orate Governance Re ort p p
2020 Annual Re ort p
| Date | Focus of communication | Processing implementation results |
|---|---|---|
| 2020/03/23 | 1. December 2019 - January 2020 audit report 2. Completion of 2019 evaluation on the internal control assessment and submitting 2019 “Internal Control System Declaration.” |
The written report was reviewed and submitted to the Board of Directors. Independent directors have no objection on the implementation result of audit business. Reviewed by the Audit Committee and submitted to the Board of Directors for approval. |
| 2020/05/04 | 1. February - March 2020 audit report 2. In response to the laws and regulations, the articles and regulations related to the internal control system in the “Rules on the Management on the Financial Report Preparation Procedure” are amended. |
The written report was reviewed and submitted to the Board of Directors. Independent directors have no objection on the implementation result of audit business. Reviewed by the Audit Committee and submitted to the Board of Directors forapproval. |
| 2020/08/10 | 1. April - June 2020 audit report 2. Amendment to “Internal Control System for Stock Operations”. 3. In response to the laws and regulations, the articles and regulations related to the internal control system in the “Rules on the Management on the Operation of Board of Directors’ Meetings” and “Rules on the Management on the Operation of Audit Committee Meetings” are amended. |
The written report was reviewed and submitted to the Board of Directors. Independent directors have no objection on the implementation result of audit business. Reviewed by the Audit Committee and submitted to the Board of Directors for approval. Reviewed by the Audit Committee and submitted to the Board of Directors for approval. |
37
Three. Cor orate Governance Re ort p p
2020 Annual Re ort p
| 2020/09/28 | 1. July - August 2020 audit report 2. In response to the laws and regulations, the articles and regulations related to the internal control system in the “Rules on the Management on the Operation of the Remuneration Committee” are amended. |
The written report was reviewed and submitted to the Board of Directors. Independent directors have no objection on the implementation result of audit business. Reviewed by the Audit Committee and submitted to the Board of Directors for approval. |
|
|---|---|---|---|
| 2020/11/09 | 1. September - October 2020 audit report 2. 2021 Annual audit planning. |
The written report was reviewed and submitted to the Board of Directors. Independent directors have no objection on the implementation result of audit business. Reviewed by the Audit Committee and submitted to the Board of Directors for approval. |
|
| 2020/12/21 | 1. November 2020 audit report |
The written report was reviewed and submitted to the Board of Directors. Independent directors have no objection on the implementation result of audit business. |
|
~~38~~
Three. Cor orate Governance Re ort p p
2020 Annual Re ort p
| Date | Focus of communication | Processing implementation results |
|---|---|---|
| 2020/03/23 | 1. Communication and discussion on the 2019 financial reports of the Company. 2. Independence evaluation on the CPAs certifying the financial report of the Company. |
Reviewed by the Audit Committee and submitted to the Board of Directors for approval. Reviewed by the Audit Committee and submitted to the Board of Directors for approval. |
| 2020/05/04 | 1. Communication and discussion on the 2020 Q1 financial report of the Company. |
Reviewed by the Audit Committee and submitted to the Board of Directors for approval. |
| 2020/08/10 | 1. Communication and discussion on the 2020 Q2 financial report of the Company. |
Reviewed by the Audit Committee and submitted to the Board of Directors forapproval. |
| 2020/11/09 | 1. Communication and discussion on the 2020 Q3 financial report of the Company. |
Reviewed by the Audit Committee and submitted to the Board of Directors for approval. |
Note:
-
If an independent director resigns before the end of the year, the date of resignation should be indicated in the remarks column. The actual attendance rate (%) is calculated based on the number of meetings of the Audit Committee during the term of service and the actual number of attendances.
-
If independent directors are re-elected before the end of the year, the new and old independent directors should be listed, and the remarks column should indicate whether the independent director is old, new or re-elected and the date of reelection. The actual attendance rate (%) is calculated based on the number of meetings of the Audit Committee during the term of service and the actual number of attendances.
39
Three. Cor orate Governance Re ort p p
2020 Annual Re ort p
(III) Status of corporate governance, and deviation from Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Com anies and causes thereof: p
| Evaluation item | Status(Note 1) | Deviation from Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies and causes thereof |
||
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| I. Has the Company prepared and disclosed the Corporate Governance Best Practice Principles in accordance with the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies? |
| The Company has not yet stipulated the Corporate Governance Best Practice Principles. However, the spirit of corporate governance has been included in the internal control system and regulations. |
No major differences. |
|
| II. The equity structure and shareholders’ equity of the Company (I) Does the Company have internal operating procedures in place to deal with shareholder recommendations, doubts, disputes and litigation matters according to the procedures? (II) Does the Company have a list of the major shareholders who actually control the Company, and the ultimate controllers of the major shareholders? (III) Has the Company established and implemented the risk management, control and prevention mechanisms for affiliated companies? |
|
(I) The Company has the spokesperson and acting spokesperson to handle the shareholder suggestions or disputes. The official website of the Company also indicates the contact window for the stakeholders. (II) The Company has a list of the major shareholders who actually control the Company, and the ultimate controllers of the major shareholders and declares the information pursuant to laws and regulations. (III) After the proposal is approved by the Board of Directors and reported to the Shareholders’ Meeting, the Company implements the policy of “not to make endorsements nor to provide guarantees” and “not to lend funds,” stipulates rules for the management on stakeholder transactions, guidelines for the acquisition or disposal of assets,and establish the risk control |
Comply with the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies. Comply with the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies. Comply with the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies. |
40
Three. Cor orate Governance Re ort p p
2020 Annual Re ort p
| (IV) Has the Company established internal regulations that prohibit insiders from using unpublished information in the market to buy and sell securities? |
| mechanism for affiliate companies. (IV) The Company has stipulated “Rules for the Management on the Prevention of Insider Trading.” To prevent the illegal information leakage and ensure the consistency and correctness of information announced publicly, directors, managers, and related personnel of the Company receive external trainings, and the stock affairs unit holds seminars of “Promotion on the Laws and Regulations on the Prevention of Insider Trading.” The related personnel of the Company are convened to learn the definition of insider trading and analysis on the concept, and the laws and regulations on the prohibition and case study on the insider trading are introduced in the seminar in order to strengthen the idea of the prevention on the insider trading and establish control procedure and effective prevention measures and to enhance the corporategovernance. |
Comply with the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies. |
|
|---|---|---|---|---|
| III. Composition and Duties of the Board of Directors (I) Has the Board developed its policies in diversity relevant to the composition of the members and has it properly pursued these policies? |
| (I) All directors of the Board have the required knowledge, skill and literacy for performing their duties. Directors have the leadership and decision-making ability, operation management ability and financial and accounting knowledge based on their professionalism to implement the diversity policy and enhance the structure of the Board of Directors of the Company. |
Comply with the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies. |
41
Three. Cor orate Governance Re ort p p
2020 Annual Re ort p
| (II) Does the Company voluntarily set up other functional committees other than the Remuneration Committee and the Audit Committee according to law? |
| (II) The Board of Directors passed the resolution of establishing the Remuneration Committee on December 5, 2011, and the Shareholders’ Meeting passed the proposal of establishing the Audit Committee on June 28, 2018. Apart from the aforementioned two committees, the Company does not have other functional committees. |
Comply with the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies. |
|
|---|---|---|---|---|
| (III) Has the Company formulated the board's performance assessment and evaluation method, conduct performance evaluation annually and regularly, and report the results of the performance evaluation to the Board of Directors, and apply it to individual directors' remuneration and nomination renewal? (IV) Has the Company assessed the independence status of the CPAs at regular intervals? |
|
(III) The Company has stipulated the Regulations on the Performance Assessment of the Board of Directors and the evaluation method on March 23, 2020, and the performance evaluation was completed by the end of Q1 of the next year. The 2020 performance evaluation result was submitted to the Board of Directors on March 22, 2021. The Remuneration Committee of the Company reviews remuneration policy, system, standards and structure for directors and managers and the policy and system of the performance evaluation on managers on a regular basis and submits the suggestion to the Board of Directors for discussion. (IV) The independence evaluation on CPAs is conducted once per year. The 2020 evaluation result was submitted and approved by the Audit Committee and the Board of Directors on March 23, 2020. After evaluating the independence of CPAs pursuant to the standards below, the independence of CPAs is adequate. |
No major differences. Comply with the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies. |
42
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| CPA independence evaluation standards: | CPA independence evaluation standards: | CPA independence evaluation standards: | CPA independence evaluation standards: | ||
|---|---|---|---|---|---|
| Evaluation indicators | Evalu | Whether | |||
| ation | the CPA | ||||
| result | meets the | ||||
| independe | |||||
| nce | |||||
| standard | |||||
| The CPAs are not the | Yes | Yes | |||
| directors of the Company | |||||
| nor the affiliate companies. | |||||
| The CPAs are not the | Yes | Yes | |||
| shareholders of the | |||||
| Company nor the | |||||
| affiliate companies. | |||||
| The CPAs are not the | Yes | Yes | |||
| employees of the Company | |||||
| nor the affiliate companies. | |||||
| The CPAs are not related to | Yes | Yes | |||
| the audited cases nor have | |||||
| audit fees. | |||||
| Whether the CPAs confirms | Yes | Yes | |||
| their accounting firm | |||||
| has complied with the | |||||
| related independence | |||||
| regulations. | |||||
| The CPAs do not serve as | Yes | Yes | |||
| the director, manager, | |||||
| manager or any position | |||||
| with material impact of the | |||||
| audit case of the Company |
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| after relieving from the | |||||
|---|---|---|---|---|---|
| position. | |||||
| The CPAs does not have | Yes | Yes | |||
| relative relationship with the | |||||
| directors, managers, or | |||||
| personnel with material | |||||
| impact on the audit case of | |||||
| the Company. | |||||
| The CPAs do not provide | Yes | Yes | |||
| the audit service to the | |||||
| Company for seven straight | |||||
| years. | |||||
| Whether the CPAs comply | Yes | Yes | |||
| with the independence | |||||
| regulations provided in The | |||||
| Norm of Professional Ethics | |||||
| for Certified Public | |||||
| Accountant No. 10. |
44
Three. Cor orate Governance Re ort p p
2020 Annual Re ort p
| IV. Is the TWSE / TPEx listed company equipped with qualified and appropriate number of corporate governance personnel, and appoint a corporate governance director responsible for corporate governance related matters (including but not limited to providing information needed by directors and supervisors to carry out business, assisting directors and supervisors to comply with laws and regulations, handling matters related to meetings of the Board of Directors and shareholders’ meeting in accordance with the law, and producing minutes of board meetings and shareholders' meetings)? |
| The Stocks Affairs Section (comprise of 3 staff) of the Company is responsible for the Board of Directors’ meeting and Shareholders’ Meeting, company registration and change of registration, preparing the minutes of the Board of Directors’ meeting and Shareholders’ Meeting. The Company is discussing to establish the corporate governance officer to supervise the corporate governance matters. |
No major differences. | |
|---|---|---|---|---|
| V. Has the Company established channels for the communications with the stakeholders (including but not limited to the shareholders, employees, customers, and suppliers), and the section for the shareholders on the official website of the Company to respond to all concerns of the stakeholders on corporate social responsibility? |
|
Each responsible unit is the communication window. The detailed contact information like telephones and email are provided on the Company website for contacting and providing services. |
Comply with the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies. |
|
| VI. Has the Company appointed a professional share registration and investors service agent for handling matters pertaining to the Shareholders Meeting? |
| The Stocks Affairs Section of the Company conducts matters of the Shareholders’ Meeting, which is convened legally, effectively and safely to protect the rights and interests of shareholders. |
Comply with the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies. |
45
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| VII. Disclosure of Information (I) Has the Company installed a website for the disclosure of information on financial position and operation, as well as corporate governance? (II) Has the Company adopted other means for disclosure (such as the installation of a website in the English language, appointment of designated persons for the collection and disclosure of information on the Company, the implementation of a spokesman system, and videotaping institutional investor conferences)? (III) Does the Company announce and declare its annual financial report within two months after the end of the fiscal year, and announce and declare the first, second, and third quarter financial reports and the monthly operating situation as early as possiblewithin theprescribed time limit? |
|
| (I) The Company has established the website and disclosed relevant information. (II) The Company designates responsible person to collect and disclose information and implements spokesperson system. (III) The Company announces and declares its annual financial report within two months after the end of the fiscal year, and announces and declares the first, second, and third quarter financial reports and the monthly operating situation as early as possible within the prescribed time limit. |
Comply with the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies. The Company has established the English version of the website and disclosed basic information and business information. It is evaluating the feasibility of adding English financial information and stock affairs information. |
|---|---|---|---|---|
46
Three. Cor orate Governance Re ort p p
VIII.Is there any other essential information that would help understand the pursuit of corporate governance (including but not limited to employee rights, employee care, investor relations, supplier relations, stakeholder rights, the continuing education of directors and supervisors, the pursuit of a risk management policy and standard of risk assessment, the pursuit of a customer policy, and professional liability insurance coverage for the directors and supervisors)?
2020 Annual Re ort p
(I) Employee rights and interests: The Company has Comply with the Corporate treated employees with integrity and protected their Governance Best-Practice legitimate rights and interests pursuant to the Labor Principles for TWSE/TPEx Standards Act. Listed Companies. (II) Employee care: The Company has stipulated and promoted the benefit system and good educational training system that enrich and stabilize employee’s life and established excellent mutual trust relationship with employees. (such as: company trip, recreational events, subsidies for giving birth, wedding and funeral, scholarship for employees and their children, employee health examination, and establishing parking lots to take care of employees’ lives.) (III) Investor relationship: The Company establishes spokesperson and acting spokesperson to handle inquiries from shareholders and provide suggestions. (IV) Relationship with suppliers: The Company has maintained good relationship with suppliers, and the procurement department is responsible for managing affairs related to suppliers. (V) Rights and interests of stakeholders: Stakeholders may communicate with and make suggestions to the Company to protect their legitimate rights and interests.
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(VI) Training status of directors and supervisors in the most recent fiscal year:
| Title | Name | Date assumed office |
Training date Commencemen t Conclusion |
Training date Commencemen t Conclusion |
Organizer | Course title | Study Hours |
|---|---|---|---|---|---|---|---|
| Taiwan Corporate | Practice of insider trading, | ||||||
| 2020/11/06 | 2020/11/06 | Governance | legal liability, and case | 3 | |||
| Association | analysis | ||||||
| Institutional director representative |
Lin Min-Shiang |
2018/06/28 | 2020 Annual Publicity | ||||
| 2020/09/03 | 2020/09/03 | Securities & Futures Institute |
Seminar on Prevention of Insider Trading and Insider Equity |
3 | |||
| Transactions | |||||||
| 2020 Seminar on | |||||||
| 2020/11/13 | 2020/11/13 | Taiwan Stock Exchange |
Corporate Governance and Corporate Ethics for |
3 | |||
| Directors and Supervisors | |||||||
| Independent Director |
Hu Li-Jen | 2018/06/28 | |||||
| 2020 Annual Publicity | |||||||
| 2020/09/25 | 2020/09/25 | Securities & Futures Institute |
Seminar on Prevention of Insider Trading and Insider Equity |
3 | |||
| Transactions | |||||||
| 2020 Seminar on | |||||||
| 2020/11/13 | 2020/11/13 | Taiwan Stock Exchange |
Corporate Governance and Corporate Ethics for |
3 |
|||
| Directors and Supervisors | |||||||
| Independent Director |
Cheng Kun-Fa | 2018/06/28 | |||||
| 2020 Annual Publicity | |||||||
| 2020/09/25 | 2020/09/25 | Securities & Futures Institute |
Seminar on Prevention of Insider Trading and Insider Equity |
3 | |||
| Transactions |
48
2020 Annual Re ort p
Three. Cor orate Governance Re ort p p
==> picture [403 x 273] intentionally omitted <==
----- Start of picture text -----
Training date
Date assumed Study
Title Name Commencem Organizer Course title
office Conclusion Hours
ent
Global Economics
Taiwan Securities
2020/07/30 2020/07/30 Investment Strategy 3
Association
and Trends
Independent Huang
Director Chen-Tsung [2018/06/28 ]
Commercial Bribes
Taiwan Securities and Whistleblowing
2020/07/01 2020/07/01 3
Association System and Case
Analysis
(VII) Implementation of risk management policies and risk measurement standards: Formulate
management and control strategies and practices, with the management team analyzing
risk categories according to the Company's operating conditions, such as financial risks,
supply chain and raw material risks, climate change risks, environmental and safety
and health management risks, information security concerns, factory management risks, etc.
Further, the handling unit is responsible for implementation.
(VIII) Implementation status of customer policy: The Company has maintained good relationship
with customers and fully cooperated on the technology aspect with customer’s new demands
and development of new items.
----- End of picture text -----
- (IX) The Company's purchase of liability insurance for directors and supervisors: The Company has purchased directors' liability insurance and reported the re-insurance status in the third Board of Directors meeting in 2020.
49
Three. Cor orate Governance Re ort p p
2020 Annual Re ort p
-
IX. Corrective action taken in response to the result of the Corporate Governance Evaluation conducted by the Corporate Governance Center of Taiwan Stock Exchange Corporation, and the priority of action on issues pending for corrective action in the most recent year. According to the results of the Corporate Governance Evaluation issued by the Corporate Governance Center of Taiwan Stock Exchange Corporation, the Company improved in the following areas in 2020: 1. The English version of meeting notice is simultaneously uploaded 30 days prior to the General Meeting of Shareholders. 2. The annual report of the Company discloses the remuneration of General Manager and Deputy General Manager respectively.
-
Priorities and measures put forth to strengthen those areas where improvement has not yet emerged: 1. The composition of the Board of Directors contains at least one female director. 2. The Company uploads English version of Meeting Agenda and supplementary information. 3. The Company uploads English version of annual report. 4. The Company establishes a corporate governance officer and specifies the scope of duty, keys of the business, and keys of training courses of the position on the website and in the annual report.
-
- The Company announces English version of material information.
Note 1: Regardless of whether "Yes" or "No” is checked, the operation status should be described in the summary description field.
50
Three. Cor orate Governance Re ort p p
2020 Annual Re ort p
-
(IV) In setting up a Remuneration Committee, its composition, responsibilities and operations shall be disclosed:
-
To improve remuneration policies and systems for the Company’s directors and managers, the Remuneration Committee was established on December 5, 2011 via the Board of Directors’ 4th session of that year, and in adherence to the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange.
The Board of Directors has approved the appointment of Hu Lee-Ren, Chung Kun-Fa, and Huang Chen-Tsong as members of the 4th Remuneration Committee with term of office extending until June 27, 2021, this being the expiration date of the current term of directors. Hu Lee-Ren was selected from among themselves as convener.
- Responsibilities of the Remuneration Committee: The Remuneration Committee should faithfully perform its duties with the attention of good managers, and submit its suggestions to the Board of Directors for discussion.
For detailed responsibilities, please refer to Article 6 of the "Remuneration Committee Charter” of the Company as found on the website of the stock exchange.
- (Stock exchange website: Go to http://mops.twse.com.tw and click on "Corporate Governance,” and "Formulation of rules and regulations related to corporate governance” to search)
51
Three. Cor orate Governance Re ort p p
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(2) Information of Remuneration Committee Members
April 26, 2021
| ID classification (Note 1) |
Terms Name |
Has at least five years of relevant working experience and the following professional qualifications |
Has at least five years of relevant working experience and the following professional qualifications |
Has at least five years of relevant working experience and the following professional qualifications |
Conform to the status of independence (Note 2) | Conform to the status of independence (Note 2) | Conform to the status of independence (Note 2) | Conform to the status of independence (Note 2) | Conform to the status of independence (Note 2) | Conform to the status of independence (Note 2) | Conform to the status of independence (Note 2) | Conform to the status of independence (Note 2) | Conform to the status of independence (Note 2) | Conform to the status of independence (Note 2) | Number concu rrently serving as members of the remuneration c ommittees of other publicly issued compan ies |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Lecturer or above in a department related to business, legal affairs, finance, accounting or area related to the Company’s business at a public or private 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 certific ate in a profession necessary for the business of the Company |
Have work experience required for business, legal affairs, finance, accounting, or Company business |
1 |
2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||||
| Independent Director |
Hu Li-Jen | | | | | | | | | | | | 0 | |||
| Independent Director |
Cheng Kun-Fa | | | | | | | | | | | | 0 | |||
| Independent Director |
Huang Chen-Tsung |
| | | | | | | | | | | | 1 |
Note 1: Please fill in as director, independent director or other.
Note 2: For members who meet the following conditions during the two years before and during their tenure of office, please mark " " in the space below each condition code.
-
(1) Not an employee of the Company or its affiliates.
-
(2) Not a director or supervisor of the Company or its affiliates. (However, in the case of independent directors established and concurrently serving in the Company and its parent company, subsidiary company or subsidiary company of the same parent company in accordance with this law or local laws, this limitation shall not apply.)
-
(3) No one percent or more of the total issued shares of the Company are held by him/her or his/her spouse, or minor children or on his/her behalf, or none of their shareholding percentage is among top ten shareholders.
-
(4) The spouses or lineal relatives within the second-degree or third-degree of kinship of those who are not listed in (1), (2), or (3).
-
(5) Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of outstanding shares of the Company or that holds shares ranking in the top five in holdings, or is designated as a representative in accordance with Article 27, Paragraph 1 or 2 of the Company Act. (However, in the case of independent directors established and concurrently serving in the Company and its parent company, subsidiary company or subsidiary company of the same parent company in accordance with this law or local laws, this limitation shall not apply.)
-
(6) Not a director, supervisor, or employee of another company controlled by the same person with more than half of the shares with voting rights on the Company's Board of Directors. (However, in the case of independent directors established and concurrently serving in the Company and its parent company, subsidiary company or subsidiary company of the same parent company in accordance with this law or local laws, this limitation shall not apply.)
-
(7) Not a director, supervisor, or employee of another company or institution whose chairman, general manager, or equivalent position is the same person as that of the Company, or the spouse thereof. (However, in the case of independent directors established and concurrently serving in the Company and its parent company, subsidiary company or subsidiary company of the same parent company in accordance with this law or local laws, this limitation shall not apply.)
-
(8) Not a director, supervisor, or manager of a specific company or institution having financial or business dealings with the Company, or a shareholder holding 5% or more of shares.(However, if a specific company or institution holds more than 20% of the total issued shares of the Company but not more than 50%, and the established independent director concurrently serves in the Company and its parent company, subsidiary company or subsidiary company of the same parent company in accordance with this law or local laws, this limitation shall not apply.)
-
(9) Not a partner, director, supervisor, manager, or spouse thereof of a company or institution that
52
Three. Cor orate Governance Re ort p p
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provides commercial, legal, financial, accounting services or consultation to the Company or any affiliate of the Company for amounts exceeding NTD 500,000 in the past two years. However, for members of the Remuneration Committee, Public Acquisitions Review Committee, or M&A Special Committee who perform their functions and powers in accordance with the relevant laws and regulations of the Securities and Exchange Act or the Corporate Mergers & Acquisitions Act, this limitation shall not apply.
(10) Not exhibiting any of the circumstances specified under Article 30 of the Company Act.
(2) Information on the operation of the Remuneration Committee
-
I. There are 3 members of the Remuneration Committee of the Company.
-
II. The current term of members: June 28, 2018 to June 27, 2021; the Remuneration Committee met 2 times (A) in the most recent year and member qualifications and attendance are as follows:
| Title | Name | Actual number of attendances (B) |
Frequency of attendance |
Actual attendance rate (%) (B/A) (Note) |
Note |
|---|---|---|---|---|---|
| Convener | Hu Li-Jen | 2 | 0 | 100% | |
| Member | Cheng Kun-Fa |
2 | 0 | 100% | |
| Huang Chen-Tsung |
2 | 0 | 100% | ||
| Other matters to be recorded: I. If the Board of Directors does not adopt or amend the recommendations of the Remuneration Committee, the date and period of the Board of Directors, the content of the proposal, the resolution of the Board of Directors, and the Company's handling of the opinions of the Remuneration Committee should be stated. (If the remuneration approved by the Board of Directors exceeds the recommendation of the Remuneration Committee, the differences and reasons should be stated): No such situation. Date and period Proposal content Remuneration Committee resolution results The Company's handling of the opinions of the Remuneration Committee 2020.05.04 4th Term 5th session 1. Proposed salary adjustment for Shih Fei-Peng of the Company’s Welding Division upon promotion from manager to Deputy Foreman. 2. Proposal for Director’s Travel Expenses for the Company. Following consultation by the presiding chair, the proposal was passed without objection by all members present. After the presiding chair consulted all the directors present, the proposal was passed without objection. 2020.09.28 4th Term 6th session 1. Proposed amendment to the Company’s "Remuneration Committee Charter". 2. Review of various remuneration proposals for the Company's directors. 3. Review of the Company’s managerial compensation policies, systems, standards, structure and performance, and evaluation methods. Following consultation by the presiding chair, the proposal was passed without objection by all members present. II. On resolutions of the Remuneration Committee, if members have objections or reservations and have records or written declarations,the date, period, proposal content,opinions of all |
53
Three. Cor orate Governance Re ort p p
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members and the handling of the opinions of the members shall be stated: No such situation.
Note:
-
(1) Before the end of the year, if a member of the Remuneration Committee resigns, the date of resignation should be indicated in the remarks column. The actual attendance rate (%) is calculated based on the number of meetings of the Remuneration Committee during the term of service and the actual number of attendances.
-
(2) Before the end of the year, if the Remuneration Committee is re-elected, the new and old Remuneration Committee members should be listed, and the remarks column should indicate whether the member is old, new or re-elected and the date of reelection. The actual attendance rate (%) is calculated based on the number of meetings of the Remuneration Committee during the term of service and the actual number of attendances.
54
Three. Cor orate Governance Re ort p p
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- (V) Performance of social responsibility: The Company's systems and measures and implementation status for environmental protection, community participation, social contribution, social services, social welfare, consumer rights, human rights, safety and health, and other social responsibility activities.
Performance of social responsibility and its differences and reasons for differences with Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies
| Evaluation item | Status(Note 1) | Status(Note 1) | Status(Note 1) | Deviation from Corporate Social Responsibility Best-Practice Principles for TWSE/TPEX Listed Companies and causes thereof |
|
|---|---|---|---|---|---|
| Yes | No | Summary Description (Note 2) | |||
| I. | Does the Company follow the principle of materiality, conduct risk assessments on environmental, social and corporate governance issues related to company operations, and formulate relevant risk management policies or strategies? (Note 3) |
| The Company has not yet stipulated relevant risk management policy, but the management of the Company discusses the CSR policy or system on a yearly basis and promotes social responsibility events in compliance with the government policy. |
No major differences. | |
| II. | Has the Company established a designated full-time (or part-time) body or position for the advocacy of corporate social responsibility administered by the senior management at the empowerment of the Board and reporting to the Board regularly? |
| The corporate social responsibility affairs are performed by factory affairs officer. A designated unit will be established once the operation scale of the Company expands in the future. |
Comply with Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies |
|
| III. Environmental Issues (I) Has the Company established an appropriate environmental management system based on its industrial characteristics? |
|
(I) The Company controls and improves pollution based on the standard of copper casting industry. Such as adding dust collection equipment, strictlycontrollingsewage treatment to reduce |
Comply with Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies |
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Three. Cor orate Governance Re ort p p
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| Evaluation item | Status(Note 1) | Status(Note 1) | Status(Note 1) | Deviation from Corporate Social Responsibility Best-Practice Principles for TWSE/TPEX Listed Companies and causes thereof |
|---|---|---|---|---|
| Yes | No | Summary Description (Note 2) | ||
| (II) Has the Company committed itself to improving the utilization efficiency of various resources, and to using recycled materials with low impact on the environment? (III) Does the Company assess the potential risks and opportunities of climate change for the Company now and in the future, and take measures to deal with climate-related issues? (IV) Does the Company count greenhouse gas emissions, water consumption and the volume of total waste in the past two years, and formulate policies for energy saving and carbon reduction, greenhouse gas reduction, water management or other waste management? |
|
| the impact on the environment. Has passed ISO14001 environmental management system certification. Effective date: March 31, 2022, Registration number: UCS-E-13-010. (II) The Company treasures natural resources and performs recycling feasibility evaluation and actions on recyclable materials in the factory, such as recycling copper protection paper. (III) The main product of the Company is the copper processing plate and belt shape semi-finished products for downstream customers. The raw material supply is stable. (IV) The Company has calculated the greenhouse gas emission, water consumption and waste weight over the past two years and gradually changed the lighting to the LED lighting to save energy and reduce carbon. Water consumption and waste are reduced by recycling. |
Comply with Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies Comply with Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies Comply with Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies |
| IV. Social Issues (I) Has the Company established related policies and procedures in accordance with applicable legal rules and the International Convention on |
|
(I) The Company stipulates working rules and management regulations pursuant to labor laws and regulations promulgated by |
Comply with Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx |
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Three. Cor orate Governance Re ort p p
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| Evaluation item | Status(Note 1) | Status(Note 1) | Status(Note 1) | Deviation from Corporate Social Responsibility Best-Practice Principles for TWSE/TPEX Listed Companies and causes thereof |
|---|---|---|---|---|
| Yes | No | Summary Description (Note 2) | ||
| Human Rights? (II) Has the Company formulated and implemented reasonable employee welfare measures (including salary, vacation and other benefits, etc.), and appropriately reflects business performance or results in employee compensation? (III) Has the Company provided a safe and healthy work environment for the employees, and related education on occupational safety and health for the employees at regular intervals? (IV) Has the Company provided effective training in career planning for employees? (V) Regarding customer health and safety, customer privacy, marketing and labeling of products and services, does the Company comply with relevant regulations and international standards, and formulate relevant consumerprotection |
|
the government and firmly implements them. (II) Remuneration and leaves are determined by the Labor Standards Acts, and the Company establishes Employee Benefits Committee and allocate employee welfare funds pursuant to laws and regulations. (III) The toilets for employees are cleaned on a regular basis, the lights are always on at night, water in the toilet is tap water, drinking fountains are inspected and maintained on a regular basis, educating employees to change on a regular basis, maintain the working environment, employee safety and hygiene habits. (IV) The Environmental Safety Office is responsible for holding the training for licenses of crane and forklift operation every year to add extra profession for employees. (V) The products of the Company meet the hazardous substance restriction regulations of the European Union. The Company also provides users with contact window and information as the complaint channel. |
Listed Companies Comply with Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies Comply with Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies Comply with Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies Comply with Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies |
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Three. Cor orate Governance Re ort p p
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| Evaluation item | Status(Note 1) | Status(Note 1) | Status(Note 1) | Deviation from Corporate Social Responsibility Best-Practice Principles for TWSE/TPEX Listed Companies and causes thereof |
|---|---|---|---|---|
| Yes | No | Summary Description (Note 2) | ||
| policies and appeal procedures? (VI) Has the Company formulated supplier management policies, where suppliers are required to follow relevant regulations on issues such as environmental protection, occupational safety and health or labor and their implementation? |
| (VI) The Company has the regulations that suppliers should promise to comply with laws and regulations on environmental protection, labor safety and health, and labor rights, and the regulations also provide that suppliers should sign the CSR Declaration Form of the Company. |
Comply with Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies |
|
| V. Does the Company refer to the internationally-prepared reporting standards or guidelines, preparation of corporate social responsibility reports and other reports that disclose the Company's non-financial information? Did the preliminary report obtain the confidence or assurance opinion of the third-party verification unit? |
| The Company has not yet stipulated relevant social responsibility policy, but the management of the Company discusses the CSR policy or system on a yearly basis and promotes social responsibility events in compliance with the government policy. |
No major differences. |
|
| VI. If the Company has instituted the corporate social responsibility best practice principles in accordance with the “Corporate Social Responsibility Best Practice Principles for the TWSE Listed and TPEx Listed Companies,” specify the implementation of these principles and the variation with the Corporate Social Responsibility Best Practice Principles for the TWSE/TPEx-listed Companies: Not applicable. |
||||
| VII. Other important information helpful for better understanding of the operation of corporate social responsibility: None |
Note 1: If "Yes" is checked in the operational situation, please explain the important policies, strategies, measures and implementation conditions adopted; if "No" is checked in the operation situation, please explain the reasons and explain the relevant policies, strategies
58
Three. Cor orate Governance Re ort p p
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and implementations in the future and measures being planned.
-
Note 2: If the Company has prepared a corporate social responsibility report, the operational situation may indicate the method of consulting the corporate social responsibility report and the index page instead.
-
Note 3: The principle of materiality refers to those who have a significant impact on the Company's investors and other interested parties related to environmental, social and corporate governance issues.
59
Three. Cor orate Governance Re ort p p
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(VI) The Company's performance in terms of ethical management and the measures adopted: Ethical business performance conditions, as well as differences and reasons for differences with Ethical Corporate Management Best Practice Principles for TWSE / GTSM Listed Companies
| Evaluation item | Status(Note 1) | Status(Note 1) | Status(Note 1) | Deviation from Ethical Corporate Management Best-Practice Principles for TWSE/TPEX Listed Companies and causes thereof |
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| I. Formulation of ethical management policy and plans (I) Has the Company specified its policy and method for the implementation of ethical corporate management in its internal rules and regulations and external documents, and have the Board and the management of the Company promised to pursue the policy of ethical corporate management? (II) Has the Company established an assessment mechanism for the risk of dishonesty, regularly analyzing and evaluating business activities with a high risk of dishonesty in the business scope, and formulated a plan to prevent dishonesty, and cover at a minimum the preventive measures for various acts under Article 7, Paragraph 2 of "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies?" (III) Does the Company specify the operating procedures, |
|
(I) The Company complies with the laws and regulations and abides by the ethical norms. Apart from complying with the Company Act, Securities and Exchange Act, Business Entity Accounting Act, the Company also stipulates and implements ethics policy in accordance with the operation concept of honesty, integrity, fairness, transparency, self-discipline, and responsibility to establish excellent corporate and risk control mechanism and seek for sustainable development. (II) However, the Company stipulates working rules, reward and disciplinary action regulations and relevant management operations to prevent unethical conducts. (III) The Companyhasnot yet |
Comply with the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies. No major differences. Nomajordifferences. |
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| Evaluation item | Status(Note 1) | Status(Note 1) | Status(Note 1) | Deviation from Ethical Corporate Management Best-Practice Principles for TWSE/TPEX Listed Companies and causes thereof |
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| behavior guidelines, disciplinary penalties and grievance system in the plan to prevent dishonesty, and implement it, and regularly review and revise the pre-disclosure plan? |
stipulated ethical corporate management regulations. Nevertheless, the company stipulates reasonable contract contents and actively implements the promised matters in the contracts based on the principle of integrity and mutual benefits when signing contracts with external parties. |
|||
| II. Implementation of Ethical Corporate Management (I) Does the Company assess a trading counterpart’s ethical management record and expresslystate the ethical management clause in the contract to be signed with the trading counterpart? (II) Has the Company set up a special unit under the board of directors to promote corporate ethical management, and regularly reports (at least once a year) to the board of directors on its ethical management policies and plans to prevent dishonesty and supervision and implementation? (III) Has the Company developed a policy to prevent conflicts of interest, provided a proper presentation channel, and put such policy in place? (IV) Has the Company established an effective accounting system fortheimplementationofethical management, |
|
| (I) The Company stipulates code of conducts for employees to prevent the conducts of frauds, misbehaviors, divulgence, or false report and requires that employees should not accept social intercourse and gifts from the suppliers. (II) For positions of operation, procurement, finished product warehousing, and overseer, the Company uses internal audit control system for auditing to prevent frauds. (III) The Company establishes open and fair procurement outsourcing mechanism that performs open tendering through the electronic trading platform procurement outsourcing system. (IV) The Company promotes full computerization thatintegratesHR,financial, operation, |
Comply with the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies. No major differences. Comply with the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies. Comply with the Ethical CorporateManagement |
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| Evaluation item | Status(Note 1) | Status(Note 1) | Status(Note 1) | Deviation from Ethical Corporate Management Best-Practice Principles for TWSE/TPEX Listed Companies and causes thereof |
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| internal control system, and the evaluation result of the risk of dishonesty by the internal audit unit, to formulate relevant audit plans, and check the compliance with the plan to prevent dishonesty, or entrusted an accountant to perform the audit? (V) Does the Company hold education training in ethical corporate management inside and outside the Company on a regular basis? |
| production, material and engineering functions that articulates one another and performs abnormality management. The Company also establishes independent internal audit operation structure, performs audits based on the audit plans, and reports to the Board of Directors on a regular basis. (V) The Company has not held education training in ethical corporate management inside and outside the Company on a regular basis. |
Best Practice Principles for TWSE/TPEx Listed Companies. No major differences. |
|
| III. Operation of the Company's reporting system (I) Has the Company put in place the specific whistle-blowing and reward system, established a convenient reporting channel, and assigned appropriate personnel to deal with whistle-blowing? (II) Has the Company established standard operating procedures for accepting complaints, follow-up measures to be taken after the investigation is completed, and relevant confidentiality mechanisms? |
|
(I) The Company reports the complaints based on the authority and transfers the case to the investigation units for further investigation, who will submit a written report to the General Manager and Chairman. Where the complaint is confirmed a fact, the case will be handled pursuant to the working rules for the employees, and an improvement plan will be submitted. The whistleblower will be rewarded pursuant to the working rules for the employees. (II) Where there is any violation of the ethical corporate management, except for reporting to the department supervisor directly, employees may also report to the audit unit. If the report is confirmed,the whistleblower will |
Comply with the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies. Comply with the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies. |
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| Evaluation item | Status(Note 1) | Status(Note 1) | Status(Note 1) | Deviation from Ethical Corporate Management Best-Practice Principles for TWSE/TPEX Listed Companies and causes thereof |
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| (III) Has the Company taken measures to protect whistle-blowers from retaliation due to reporting? |
|
be rewarded based on the severity of the violation. (III) The Company fulfills the confidential and protection responsibility to whistleblowers, who will not be mistreated by reporting the violations. |
Comply with the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies. |
|
| IV. Strengthening information disclosure Has the Company, on its website and on the Market Observation Post System, disclosed the content and promotion effectiveness of its Ethical Corporate Management Best Practice Principles? |
|
Establish company website, disclose company product, basic information and financial information, and disclose company information on the MOPS in a timely, public and transparent manner so that customers and investors may inquire information. |
Comply with the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies. |
|
| V. If the Company has enacted the Ethical Corporate Management Best Practice Principles in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, please describe the difference between its operation and the Principles: The Company has not formulated Ethical Corporate Management Best Practice Principles, but it does comply with the Company Act, the Securities and Exchange Act, the Business Entity Accounting Act, relevant regulations of TWSE/GTSM Listed Companies, and other business conduct related laws and regulations, and the audit unit shall conduct various project inspections. |
||||
| VI. Other information that enables a better understanding of the Company's ethical corporate management: (For example, the Company’s review and revision the Ethical Corporate Management Best Practice Principles, etc.) It pays continuous attention to the development of relevant standards for ethical management at home and abroad, and reviews and improves the Company’s ethical management policy accordingly to enhance the effectiveness ofthe Company's ethical management. |
Note 1: Regardless of whether "Yes" or "No” is checked, the operation status should be described in the summary description field.
(VII) If the Corporate Governance Best Practice Principles and related regulations have been established, disclosure should be made on how to inquire about such principles: The Company has not made this determination.
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- (VIII) Other important information that is sufficient to enhance the understanding of corporate governance and operational conditions:
1. Managers’ participation in corporate governance-related study and training:
| Title | Name | Training date | Training date | Organizer |
Course title | Training hours |
|---|---|---|---|---|---|---|
| Commencement | Conclusion | |||||
| Head of Finance Department |
Lin Min-Shiang |
2020/09/03 | 2020/09/03 | Securities & Futures Institute |
2020 Annual Publicity Seminar on Prevention of Insider Trading and Insider Equity Transactions |
3 |
| 2020/11/06 | 2020/11/06 | Taiwan Corporate Governance Association |
Practice of insider trading, legal liability, and case analysis |
3 | ||
| Financial and Accounting Manager |
Liu Hsiu-Mei |
2020/09/03 | 2020/09/03 | Taiwan Stock Exchange |
2020 Annual Publicity Seminar on Prevention of Insider Trading and Insider Equity Transactions |
3 |
| Accounting Supervisor |
Wu Chia-Yu |
2020/09/17 | 2020/09/18 | Accounting Research and Development Foundation |
Continuing training course for issuing broker stock exchange accounting supervisors |
12 |
-
Company personnel related to financial information transparency who have obtained relevant licenses specified by the competent authority:
-
1 accountancy license, 5 senior securities specialist licenses, and 1 securities specialist license.
-
Establishing a code of conduct or ethics for employees:
-
(1) To regulate the behavior of employees, the Company has formulated Employee Work Rules in accordance with regulations, to be implemented after the approval of the Board of Directors.
-
(2) There are penalties for employees who use their positions to seek illegal benefits, accept entertainment, gifts, receive kickbacks, embezzle public funds, or obtain other illegal benefits. To prevent dishonest behavior, periodic education and training is in place for employees and fraud prevention is undertaken through the inspection mechanism of the internal audit unit.
-
Formulation of procedures for handling material inside information:
-
(1) The Company’s internal control system prevents the handling and disclosure of important internal information in the management of insider transactions. After the public information declaration is approved by the responsible manager, the computer of the full-time personnel shall install "certification software" with the use of the key to be controlled before uploading the notification declaration.
-
(2) A spokesperson system has been established. When the Company has material information to communicate with the outside world, it shall be disseminated in a
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unified manner by the responsible person, by the spokesperson, or by the acting spokesperson.
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(IX) Implementation status of internal control system: 1. Statement of Internal Control.
2020 Internal Control System Statement Indicates that both the design and execution are effective
(A declaration is made on all the laws and regulations for the part that adopts the laws and regulations)
First Copper Technology Co., Ltd.
Internal Control System Statement
Date: March 22, 2021
The Company hereby declares the following on the results of self-assessment of its 2020 internal control system:
I. The Company is well aware that the establishment, implementation and maintenance of the internal control system is the responsibility of the Company’s board of directors and managers, and the Company has already established this system. Its purpose is to provide a reasonable guarantee for the results and efficiency of operations (including profitability, performance and asset safety protection), reliability, timeliness and transparency of reporting, and compliance with relevant requirements and laws and regulations. II. An internal control system has its inherent limitations. No matter how perfect the design is, an effective internal control system can only provide a reasonable guarantee for the achievement of the three objectives above; moreover, the effectiveness of the internal control system may vary according to changes in the environment and circumstances. However, the Company’s internal control system has a self-monitoring mechanism; once a defect is identified, the Company will take corrective action immediately. III. The Company judges whether the design and implementation of the internal control system are effective based on the judgment items of internal control system effectiveness stipulated in the “Regulations Governing Establishment of Internal Control Systems by Public Companies” (hereinafter referred to as the “Regulations”).The internal control system judgment items adopted in the “Regulations” are designed by dividing the internal control system into five components based on the management control process: 1. control environment, 2. risk assessment, 3. control operations, 4. information and communication, and 5. operations supervision. Each component in turn includes several items. Please refer to the “Regulations” for the above-mentioned items.
IV. The Company has adopted the above-mentioned judgment items of internal control system to evaluate the effectiveness of the design and implementation of the internal control system. V. Based on the assessment results of the preceding paragraph, the Company believes that the design and implementation of its internal control system as of December 31, 2020 (including the supervision and management of subsidiaries), including the understanding of the effectiveness of operations and the degree of achieving the goal of efficiency, reliability, timeliness and transparency of reporting, and compliance with relevant requirements and laws and regulations, are effective and can reasonably guarantee the achievement of the objectives above. VI. This statement will become the main content of the Company’s annual report and prospectus,
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Three. Cor orate Governance Re ort p p
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and will be made public. If there is false or concealed content in the disclosure above, it will involve legal liabilities under Articles 20, 32, 171 and 174 of the Securities and Exchange Act.
VII. This statement was approved by the Company’s board meeting on March 22, 2021, and all the seven directors present at the meeting agreed to the content of this statement. We hereby declare the above.
First Copper Technology Co., Ltd.
Chairman: Liu Chung-Jen
General Manager: Hung Mao-Yang
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-
If a CPA is retained for the conduct of the internal audit system, disclose the Auditor’s Report: None.
-
(X) In the most recent year and as of the date of publication of the annual report, whether the Company and its internal personnel have been disciplined according to law, the Company’s disciplining of its internal personnel for violating the provisions of the Internal Control System, and major deficiencies and improvements: None.
-
(XI) In the most recent year and as of the printing date of the annual report, important resolutions of the shareholders meeting and Board of Directors:
-
Im ortant shareholders' meetin resolutions p g
| Date | Meeting type |
Important resolution | Implementation status |
|---|---|---|---|
| 2020.06.11 | 2020 Annual General Meeting of Shareholders |
1. Recognition of 2020 business report and financial statements. |
Implemented as per the proposal. |
2. Recognition of covered losses for 2020. |
Implemented as per the proposal. | ||
| 3. Approved amendment to the Company's Articles of Incorporation. |
Registration was approved by the Ministry of Economic Affairs on July20,2020. |
||
| 4. Approved the by-election of one director. |
The shareholders' meeting completed the by-election of directors and applied for change registration with the Department of Commerce of the Ministry of Economic Affairs. |
||
| 5. Approved the lifting of the prohibition on competition for new directors of the Company or their representatives. |
Implemented as per the proposal. |
2. Important resolutions of the Board of Directors
| Date | Meeting type |
Important resolution |
|---|---|---|
| 2020.03.23 |
1st meeting in 2020 |
1. Approved 2019 business report and individual financial statements. 2. Approved covered losses for 2019. 3. Approved amendment to the Company's Articles of Incorporation. 4. Approved the by-election of one director. 5. Approved the lifting of the prohibition on competition for new directors of the Company or their representatives. 6. Approved the convention of the 2020 Annual General Meetingof Shareholders |
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Three. Cor orate Governance Re ort p p
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| 7. Approved the independence evaluation on the CPAs certifying the financial report of the Company. 8. Approved the Issued proposal for the “Statement of Internal Control Systems” for 2019. 9. Approved the stipulation of the “Performance Assessment of the Board of Directors.” 10. Approved the sales amount to other companies. 11. Approved the loan application to financial institutions. |
||
|---|---|---|
| 2020.05.04 | 2nd meeting in 2020 |
1. Approved the amendment to "Internal Control System". 2. Approved the material personnel change. 3. Approved director’s Travel Expenses for the Company. |
| 2020.08.10 | 3rd meeting in 2020 |
1. Approved amendment to “Internal Control System for Stock Operations”. 2. Approved the amendment to "Internal Control System". 3. Approved the amendment to “Audit Committee Organizational Rules”. 4. Approved the amendment to “Rules of Procedure for Board of Directors Meetings”. 5. Approved the materialpersonnel change. |
| 2020.09.28 | 4th meeting in 2020 |
1. Approved the amendment to "Internal Control System". 2. Approved the amendment to the Company’s "Remuneration Committee Charter". 3. Approved the review of various remuneration proposals for the directors. 4. Approved the review of the Company’s managerial compensation policies, systems,standards,structure andperformance,and evaluation methods. |
| 2020.11.09 | 5th meeting in 2020 |
1. Approved the 2021 Annual audit planning. |
| 2020.12.21 | 6th meeting in 2020 |
1. Approved the 2021 business budget. 2. Approved the amount of stocks to be traded for investment purpose. 3. Approved the recruitment of 2021 consultant. |
| 2021.01.11 | 1st meeting in 2021 |
1. Approved the election of the Chairman. |
| 2021.03.22 | 2nd meeting in 2021 |
1. Approved the salary distribution of employees and directors in 2020. 2. Approved 2020 business report and individual financial statements. 3. Approved the 2020 earnings distribution. 4. Approved the proposal for re-election of directors (including independent directors). 5. Approved the lifting of the prohibition on competition for new directors or their representatives. 6. Approved the convention of the 2021 Annual General Meeting of Shareholders 7. Approved the Issued proposal for the “Statement of Internal Control Systems” for 2020. 8. Approved the amendment to “Rules of Procedure for the Election of the Board of Directors”. 9. Approved the equipment upgrade of Linhai Factory. 10. Approved the sales amount to other companies. |
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| 11. Approved the loan application to financial institutions. 12. Approved the remuneration of the Chairman. |
||
|---|---|---|
| 2021.05.10 | 3rd meeting in 2021 |
1. Approved the candidate list for the directors in the 2021 General Meeting of Shareholders. 2. Approved the establishment of corporate governance officer. 3. Approved the lifting of the prohibition on competition for managers. 4. Approved the adjustment on employee salaries. |
-
(XII) Directors holding adverse opinions on the resolutions of the Board in the most recent year to the day this report was printed on record or in written declaration, and the summary of the content: None.
-
(XIII) Summary of resignation or relief from office of the Chairman, President, Chief Accountant, Chief Financial Officer, Chief Internal Auditor, Chief of Corporate Governance, and Chief R&D Officer of the Company in the most recent year to the day this report was printed:
Summary table of the resignation and dismissal of relevant persons in the Company
| Company | Company | Company | Company | Company |
|---|---|---|---|---|
| April 26,2021 Title Name Date assumed office Date dismissed from office Reasons for resignation or dismissal Chairman Wang Hung-Ming 2018.06.28 2021.01.11 Occupied with private affairs |
||||
| Title | Name | Date assumed office |
Date dismissed from office |
Reasons for resignation or dismissal |
| Chairman | Wang Hung-Ming |
2018.06.28 | 2021.01.11 | Occupied with private affairs |
Note: Relevant persons of the Company refer to the Chairman, General Manager, Chief Accountant, Chief Financial Officer, Chief Internal Auditor, Chief of Corporate Governance, Chief R&D Officer, and so on.
V. Information about CPA Professional Fees:
Information about CPA Professional Fees
| Accounting firm name | Accountant name |
Audit period | Note |
|---|---|---|---|
| KPMG Taiwan | Yang Po-Jen, Hsu Chen-Lung |
January 1 2020 - December 31, 2020 |
Note: If the Company has changed accountants or accounting firms this year, please list the audit period separately and explain the reason for the change in the remarks column.
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Currency unit: NTD thousand
| Fee item Amount range |
Fee item Amount range |
Audit fees | Non-audit fees | Total |
|---|---|---|---|---|
| 1 | Less than NTD 2,000 thousand | v | 0 | v |
| 2 | NTD 2,000 thousand (inclusive) - NTD 4,000 thousand |
|||
| 3 | NTD 4,000 thousand (inclusive) - NTD 6,000 thousand |
|||
| 4 | NTD 6,000 thousand (inclusive) - NTD 8,000 thousand |
|||
| 5 | NTD 8,000 thousand (inclusive) - NTD 10,000 thousand |
|||
| 6 | NTD 10,000 thousand(inclusive)and above |
-
Accountant fees should be disclosed when the Company encounters one of the following circumstances:
-
Whether non-audit fees paid to the certified public accountant, to the accounting firm of the certified public accountant, and/or to any affiliated enterprise of such accounting firm are one quarter or more of the audit fees paid thereto: None.
-
Whether the Company has changed its accounting firm and the audit fees paid for the fiscal year in which such change took place are lower than those for the previous fiscal year: None.
-
Whether the audit fees paid for the current fiscal year are lower than those for the previous fiscal year by 15 percent or more: None.
VI. Changes in Accountant Information:
Due to internal work rotation needs of the accounting firm, starting from the Q1 2016 financial report the CPAs have
been changed from Yang Po-Jen and Chen Kuo-Tsong to Yang Boren and Hsu Chen-Lung.
-
(I) About previous CPA: Not applicable.
-
(II) About CPA in succession: Not applicable.
-
(III) The former accountant's reply to Article 10, paragraph 6, item 1 and item 2-3 of Regulations Governing Information to be Published in Annual Reports of Public Companies: Not applicable.
VII. The Company’s chairman, general manager, or the manager
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Three. Cor orate Governance Re ort p p
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responsible for financing or accounting affairs, who has worked for the accounting firm to which CPAs belong or the affiliated enterprises in the past year: None.
- VIII. Changes to the shares held by directors, managers, and shareholders holding more than 10% of the shares in the most recent year and through the printing date of the annual report.
(I) Directors, managers and major shareholders' equity changes
| Title (Note 1) |
Name | 2020 | 2020 | From the current year up to April 26, 2021. (The closing date of the shareholders’meeting) |
From the current year up to April 26, 2021. (The closing date of the shareholders’meeting) |
|---|---|---|---|---|---|
| Increase (decrease) in the number of shares held |
Increase (decrease) in the number of pledged shares |
Increase (decrease) in the number of shares held |
Increase (decrease) in the number of pledged shares |
||
| Chairman Chairman (3 seats) and large shareholders Independent Director Independent Director Independent Director General Manager |
Hua Eng Wire & Cable Co., Ltd. Representative: Liu Chung-Jen Hua Eng Wire & Cable Co., Ltd. Representative: Wang Feng-Chuan Representative: Wang Hong-Ren Representative: Lin Min-Shiang (concurrently serves as Head of Finance Department) Hu Li-Jen Cheng Kun-Fa Huang Chen-Tsung Hung Mao-Yang |
0 0 0 0 0 0 0 0 0 |
0 0 0 0 0 0 0 0 0 |
0 0 0 0 0 0 0 0 0 |
0 0 0 0 0 0 0 0 0 |
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Three. Cor orate Governance Re ort p p
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| Foreman Deputy Foreman Manager Manager Manager Manager Manager Accounting Supervisor |
Hsiao Ching-Shun Shih Fei-Peng Cheng Lien-Fan Tsai Ruei-Hsiung Chin Li-Jung Chiang Ching-Shan Kao Pi-Tsan Wu Chia-Yu |
0 0 0 0 0 0 0 0 |
0 0 0 0 0 0 0 0 |
0 0 0 - 0 0 0 0 |
0 0 0 - 0 0 0 0 |
|---|---|---|---|---|---|
Note 1: Shareholders holding more than 10% of the Company’s total shares should be marked as major shareholders and listed separately.
Note 2: If the counterparty of the equity transfer or equity pledge is a related party, the following table should be filled in.
-
(II) Share transfer information: Not applicable (the counterparty of equity transfer is not a related party).
-
(III) Equity pledge information: Not applicable (the counterparty of equity pledge is not a related party).
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IX. Information about the relationships among top ten shareholders, such as related parties, spouses, or relatives within the second degree of kinship. Information about relationships among the ten largest shareholders
Unit: Shares
Unit: |
Unit: |
Sha | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Name (Note 1) |
Number of shares personally held |
Spouse and minor children holding shares |
Total holding of shares in the names of others |
Where top ten shareholders have a relationship with each other or a relative relationship within the scope of their spouse or relative within the second degree of kinship, the name or designation and the relationship (Note 3) |
Note | ||||
| Number of shares |
Percentage of ownership |
Number of shares |
Percentage of ownership |
Number of shares |
Percentage of ownership |
Designation (or name) |
Relationship with the Company |
||
| Hua Eng Wire & Cable Co., Ltd. Chairman: Liu Chung-Jen |
141,831,792 | 39.44% | - |
- |
- |
- |
Wang Yu-Fa, Wang Feng-Shu |
Directors of the Company |
|
| 312,191 | 0.09% | 6,550,802 | 1.82% | - |
- |
Wang Hung-Ming, Wang-Yang Pi-O, Wang Wen-Ling, Wang Feng-Chuan, Wang Feng-Shu, WangHung-Ming |
Relatives of the second degree of kinship |
||
| Hua Horng Investment Co., Ltd. |
The Chairman is a relative of the second degree of kinship |
||||||||
| Hua Horng Investment Co., Ltd. Chairman: Wang Yu-Fa |
34,535,405 | 9.60% | - |
- |
- |
- |
Wang Yu-Fa | Chairman of the Company |
|
| 28,683,772 | 7.98% | 9,048,218 | 2.52% | - |
- |
Hua Eng Wire & Cable Co.,Ltd. |
Directors of the Company |
||
| Wang-Yang Pi-O, Wang Wen-Ling, Wang Feng-Chuan, Wang Feng-Shu, WangHung-Ming |
Relatives of the second degree of kinship |
||||||||
| Wang Yu-Fa | 28,683,772 | 7.98% | 9,048,218 | 2.52% | - |
- |
Hua Eng Wire & Cable Co., Ltd. Hua Horng Investment Co., Ltd. |
The Chairman is a relative of the second degree of kinship Chairman of the Company |
|
| Wang-Yang Pi-O, Wang Wen-Ling, Wang Feng-Chuan, Wang Feng-Shu, WangHung-Ming |
Relatives of the second degree of kinship |
||||||||
| Wang-Yang Pi-O |
9,048,218 | 2.52% | 28,683,772 | 7.98% | - |
- |
Hua Eng Wire & Cable Co., Ltd. Hua Horng Investment Co., Ltd. |
The Chairman is a relative of the second degree of kinship |
|
| Wang Yu-Fa, Wang Wen-Ling, Wang Feng-Chuan, Wang Feng-Shu, Wang Hung-Ming |
Relatives of the second degree of kinship |
||||||||
| Wang Wen-Ling |
6,550,802 | 1.82% | 312,191 | 0.09% | - |
- |
Hua Eng Wire & Cable Co., Ltd. Hua Horng Investment Co., Ltd. International Shipbreaking Enterprise Co. Ltd. |
The Chairman is a relative of the second degree of kinship Directors of the Company |
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Three. Cor orate Governance Re ort p p
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| Wang Yu-Fa, Wang-Yang Pi-O, Wang Feng-Chuan, Wang Feng-Shu, WangHung-Ming |
Relatives of the second degree of kinship |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| Wang Feng-Chuan |
2,400,289 | 0.67% | - |
- |
- |
- |
Hua Eng Wire & Cable Co., Ltd. Hua Horng Investment Co., Ltd. |
The Chairman is a relative of the second degree of kinship |
|
| Wang Yu-Fa, Wang-Yang Pi-O, Wang Wen-Ling, Wang Feng-Shu, WangHung-Ming |
Relatives of the second degree of kinship |
||||||||
| International Shipbreaking Enterprise Co. Ltd. Chairman: Huang Shang-Sa |
1,798,597 | 0.50% | - |
- |
- |
- |
Wang Wen-Ling | Directors of the Company |
|
| 63,967 | 0.02% | - |
- |
- |
- |
None | None | ||
| Shen Tung Hsi |
1,733,000 | 0.48% | - |
- |
- |
- |
None | None | |
| Wang Feng-Shu |
1,529,987 | 0.43% | - |
- |
- |
- |
Hua Eng Wire & Cable Co., Ltd. Hua Horng Investment Co., Ltd. |
The Chairman is a relative of the second degree of kinship |
|
| Wang Yu-Fa, Wang-Yang Pi-O, Wang Wen-Ling, Wang Feng-Chuan, WangHung-Ming |
Relatives of the second degree of kinship |
||||||||
| Wang Hung-Ming |
1,460,960 | 0.41% | - |
- |
- |
- |
Wang Yu-Fa, Wang-Yang Pi-O, Wang Wen-Ling, Wang Feng-Chuan, WangFeng-Shu |
Relatives of the second degree of kinship |
|
| Hua Eng Wire & Cable Co., Ltd. Hua Horng Investment Co., Ltd. |
The Chairman is a relative of the second degree of kinship |
Note 1: All the top ten shareholders should be listed. Those who are institutional shareholders shall list the name of institutional shareholder and the name of its representatives separately. Note 2: The calculation of the shareholding ratio refers to the calculation of the shareholding ratio in their own name, spouse, or minor children, or held in the names of others.
Note 3: Shareholders listed in the previous disclosure shall disclose their relationships, including institutional shareholders and natural person shareholders.
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- X. The total number of shares and total equity stake held in any single enterprise by the Company, its directors and supervisors, managerial officers, and any companies controlled either directly or indirectly by the Company.
Comprehensive Shareholding Ratios
| Comprehensive Shareholding Ratios | Comprehensive Shareholding Ratios | Comprehensive Shareholding Ratios | Comprehensive Shareholding Ratios | Comprehensive Shareholding Ratios | Comprehensive Shareholding Ratios | |
|---|---|---|---|---|---|---|
| Date: March 31,2021;Units: Shares,% | ||||||
| Reinvested business (Note) |
The Company's investment | Directors, supervisors, managers and direct or indirect control of investment inthe business |
Comprehensive investment | |||
| Number of shares |
Percentage of shareholding |
Number of shares |
Percentage of shareholding |
Number of shares |
Percentage of shareholding |
|
| Hua Eng Wire & Cable Co.,Ltd. |
208,563,824 |
32.96% | 0 | 0.00% | 208,563,824 | 32.96% |
| Hua Ho Engineering Co.,Ltd. |
10,000 |
0.29% | 1,726,000 | 49.31% |
1,736,000 |
49.60% |
| Asia Pacific Telecom Co.,Ltd. |
10,105,441 |
0.26% | 89,087,877 | 2.33% |
99,193,318 |
2.59% |
| Co-Tech Development Corp. |
2,230,375 | 0.88% | 7,812,375 | 3.09% |
10,042,750 |
3.97% |
Note: Constitutes the Company's primary investment.
76
Four. Status of Fundraisin g
2020 Annual Re ort p
I. Capital and Shares
(I) Sources of equity
| Year month |
Issuing price |
Approved share capital | Approved share capital | Paid-in capital | Paid-in capital | Note | Note | Note |
|---|---|---|---|---|---|---|---|---|
| Number of shares |
Amount (NTD) |
Number of shares |
Amount (NTD) |
Sources of equity | Property other than cash contributed as equitycapital |
Others | ||
| July 2003 |
10 | 359,622,165 | 3,596,221,650 | 359,622,165 | 3,596,221,650 | Capitalization of retained earnings of NT$10,734,990 Capitalization of capital reserve of NT$7,156,660 |
None | Note |
Note: Approved for handling under Taizaizheng (1) No. 0920130614, July 9, 2003
Type of shares
| Shares Type |
Approved share capital | Approved share capital | Approved share capital | Note |
|---|---|---|---|---|
| Listed and tradable shares | Unissued shares | Total | ||
| Registered share |
359,622,165 | 0 | 359,622,165 |
- |
Information concerning the collective reporting system: Not applicable.
(II) Shareholder structure
Unit: Shares / The closing date of the shareholders meeting,
April 26, 2021
| April 26,2021 | ||||||
|---|---|---|---|---|---|---|
| Shareholder structure Quantity |
Government agency |
Financial institution |
Other juridical persons |
Individual | Foreign institutions and foreigners |
Total |
| Number of individuals |
0 | 2 | 37 | 46,399 | 45 | 46,483 |
| Number of shareholding |
0 | 34,000 | 179,771,433 | 173,654,360 | 6,162,372 | 359,622,165 |
| Percentage of shareholding |
0.00% | 0.01% | 49.99% | 48.29% | 1.71% | 100.00% |
77
Four. Status of Fundraisin g
2020 Annual Re ort p
(III) Distribution of equity
Distribution of common stock
| (III) Distribution of equity Distribution of common stock |
(III) Distribution of equity Distribution of common stock |
(III) Distribution of equity Distribution of common stock |
(III) Distribution of equity Distribution of common stock |
|---|---|---|---|
| April 26,2021 | |||
| Shareholding class | Number of shareholders |
Number of shareholding |
Percentage of shareholding |
| 1 to 999 | 17,859 | 3,620,651 | 1.01% |
| 1,000 to 5,000 | 24,354 | 46,778,031 | 13.01% |
| 5,001 to 10,000 | 2,659 | 21,924,781 | 6.10% |
| 10,001 to 15,000 | 549 | 7,120,763 | 1.98% |
| 15,001 to 20,000 | 428 | 8,124,346 | 2.26% |
| 20,001 to 30,000 | 259 | 6,807,401 | 1.89% |
| 30,001 to 50,000 | 193 | 8,052,855 | 2.24% |
| 50,001 to 100,000 | 101 | 7,346,161 | 2.04% |
| 100,001 to 200,000 | 38 | 5,179,077 | 1.44% |
| 200,001 to 400,000 | 16 | 4,565,771 | 1.27% |
| 400,001 to 600,000 | 12 | 5,907,253 | 1.64% |
| 600,001 to 800,000 | 1 | 679,110 | 0.19% |
| 800,001 to 1,000,000 | 2 | 1,811,120 | 0.50% |
| 1,000,001 or more | 12 | 231,704,845 | 64.43% |
| Total | 46,483 | 359,622,165 | 100.00% |
Distribution of preferred stock: Not applicable as the Company has not issued preferred stock.
(IV) List of major shareholders
| (IV) List of major shareholders | (IV) List of major shareholders | (IV) List of major shareholders |
|---|---|---|
| April 26, 2021 | ||
| Shares Name |
Number of shareholding |
Percentage of shareholding |
| Hua Eng Wire & Cable Co., Ltd. Hua Horng Investment Co., Ltd. Wang Yu-Fa |
141,831,792 34,535,405 28,683,772 |
39.44% 9.60% 7.98% |
※Shareholders holding more than 5%
78
Four. Status of Fundraisin g
2020 Annual Re ort p
(V) Information about market price, net value, earnings, and dividends per share in the most recent two years
| Item | Year | Year | 2020 |
2019 | From the current year through the printing date of the annual report (Note 8) |
|---|---|---|---|---|---|
| Market price per share (Note 1) |
High | 28.65 | 11.55 | 64.70 | |
| Low | 5.35 | 9.02 | 19.00 | ||
| Average | 18.55 | 10.24 | 38.15 | ||
| Net value per share (Note 2) |
Before distribution | 12.65 | 10.23 | 13.06 | |
| After distribution | - |
- |
- |
||
| Earnings per share |
Weighted average number of shares |
359,622,165 | 359,622,165 | 359,622,165 | |
| Earnings per share (Note 3) | 0.22 | (0.28) | 0.30 | ||
| Dividend per share |
Cash dividend | 0.80 | 0 | - |
|
| issuance of bonus shares | - |
- |
- |
- |
|
- |
- |
- |
- |
||
| Accumulated unpaid dividends (Note 4) |
0 |
0 | 0 | ||
| Return on investment analysis |
P/E ratio (Note 5) | 84.32 | (36.57) | - |
|
| Price to dividend ratio (Note 6) | 23.19 | 0 | - |
||
| Cash dividend yield (Note 7) | 4.31% | 0% | - |
-
*In the case of allotment of shares from retained earnings or capitalization of capital reserves, disclose the market price and cash dividend information adjusted retrospectively based on the number of shares issued. -
Note 1: List the highest and lowest market prices of common stock in each year, and calculate the average market prices for each year based on the transaction value and volume of each year.
-
Note 2: Please fill in the list based on the number of issued shares at the end of the year and based on the resolution of the shareholders’ meeting in the following year.
-
Note 3: If retrospective adjustment is required due to circumstances such as issuance of stock dividends, the earnings per share before and after adjustment shall be shown.
-
Note 4: If the equity securities issuance conditions stipulate that the dividends not paid in the current year will accumulate to the year when there is a profit, the dividends accumulated until the current year shall be disclosed separately.
-
Note 5: P/E ratio = average closing price per share for the year/earnings per share.
-
Note 6: P/E ratio = average closing price per share for the year/cash dividend per share.
-
Note 7: Cash dividend yield = cash dividend per share/average closing price per share for the year.
-
Note 8: The net value per share and earnings per share should be filled in with the information verified (reviewed) by an accountant as of the printing date of the annual report in the latest quarter; the remaining fields should be filled in with the data of the current year as of the printing date of the annual report.
79
Four. Status of Fundraisin g
2020 Annual Re ort p
-
(VI) Company dividend policy and implementation status
-
Dividend policy stipulated in the Company's Articles of Incorporation
If there is a profit in the Company’s annual final accounts, it shall first pay taxes to make up for the accumulated losses. A 10% withdrawal is the legal reserve, but this is not the limit when the legal reserve has reached the Company’s paid-in capital. In addition, a special reserve may be allocated or transferred depending on the Company's operating needs and legal requirements. If there is a profit as well as undistributed surplus earnings at the beginning of the same period, the Board of Directors shall draft a profit distribution proposal and submit it to the shareholders' meeting for resolution.
Amid a still-growing business environment, the Company shall master the economic environment to seek sustainable operations and long-term development. Dividend policy will focus on the principle of stability. When the Board of Directors submits a profit distribution proposal, it shall consider future profitability and plans for working capital and may reserve a portion of profits at its discretion. Profit distributions shall account for 50% or more of distributable earnings; out of this, cash dividends shall not be less than 10% of the total dividend distribution for a given year.
- Proposed dividend distribution for presentation to this year’s Shareholders’ Meeting:
The Board of Directors approved the cash dividend of NT$0.8 per share to shareholders, with a total amount of NT$287,697,732 to be distributed.
-
The Company's dividend policy is expected to have no major changes.
-
(VII) The influence of stock dividends planned to the paid in the Shareholders Meeting of this year on the operation performance and earnings per share of the Company:
80
Four. Status of Fundraisin g
2020 Annual Re ort p
The 2020 earnings distribution of the Company does not include issuance of bonus shares, so it is not applicable.
(VIII) Remuneration for employees, directors, and supervisors:
-
The percentage or range of employee remuneration and directors’ remuneration as set out in the Articles of Incorporation:
-
If the Company makes a profit during the year, it shall allocate no less than 3% for employee remuneration and no more than 2% for director remuneration. However, when the Company has accumulated losses, the reserves for covering the losses shall be retained in advance.
-
The accounting of the difference between the amounts calculated on the basis of the estimation of the remuneration to the employees and the Directors, the calculation of shares for paying stock dividends to the employees as remuneration and the actual amount of payment:
-
The Company’s 2020 net profits before tax is NT$83,978 thousand (net profits before tax refers to the amount before deducting the remuneration to employees and directors). Employee remuneration of NT$2,519 thousand and director’s remuneration of NT$420 thousand are recognized based on the percentage provided in the Articles of Incorporation of the Company. Where there is difference between the actual distribution amount and the recognition amount in the next year, it shall be handled by the change in accounting estimate, and the difference shall be recognized as the 2021 profits or losses.
-
Remuneration distribution approved by the Board of Directors
-
(1)The amount of compensation for employees and directors distributed in cash or stocks
-
Employee remuneration of NT$2,519,336 are distributed in cash.
-
Directors remuneration of NT$419,889 are distributed in cash.
-
If there is a discrepancy from the annual estimated amount of
-
81
Four. Status of Fundraisin g
2020 Annual Re ort p
recognized expenses, the number of discrepancies, reasons and handling circumstances shall be disclosed:
There is no discrepancy between the distributed amount approved by the Board of Directors and the estimated amount of recognized expenses.
-
(2)The amount of employee bonuses distributed by stocks and its proportion to the total after-tax net profit and total employee bonuses in the individual financial reports for the current period:None.
-
Actual distribution of employee and director compensation in the previous year
-
(1)Employee remuneration of NT$0 are distributed in cash.
-
(2)Directors remuneration of NT$0 are distributed in cash.
-
(3)If there is a difference with the recognized amount of remuneration for employees and directors, the number of differences, the reasons and the handling circumstances should be stated:
The Company has losses to be covered in the previous year, no remunerations to employees and directors are recognized.
-
(IX) Repurchases of shares by the Company: Not applicable as the Company does not repurchase its shares.
-
II. Corporate bonds, preferred stock, overseas depositary receipts, employee stock options, restricted employee shares, and mergers and acquisitions (including mergers, acquisitions and spin-offs) and implementation of fund utilization plans: N/A.
82
Five. Overview of O erations p
2020 Annual Re ort p
I. Business content:
-
(I) Business Scope:
-
The main businesses of the Company are as follows:
-
(1) Metal Industry Manufacturing Department:
-
Manufacturing, processing, trade, and export of various types of copper product including copper bullion, copper alloy plates, copper foil, copper pipe, copper cable, electrolytic copper, and copper wire.
-
Manufacturing, trade, and export of machinery in relation to the preceding paragraph.
-
The dismantling of various scrapped vessels and the trading of scrap copper and iron.
-
-
(2) Electronics Industry Manufacturing Department:
-
Manufacturing, trade, and export of copper foil for printed circuit boards, integrated circuits, and lead frames for various types of circuits.
-
Manufacturing, trade, and export of copper-based electronic materials and raw materials.
-
-
(3) Steel Industry Manufacturing Department:
-
Manufacturing, processing, trade, and export of various types of stainless steel plate, stainless steel pipes, and other stainless steel products.
-
Manufacturing, trade, and export of various types of steel plate and other steel products.
-
-
(4) Construction Department:
-
Commission construction companies to build residential and commercial buildings for sale and lease.
-
Furniture manufacturing and trade.
-
House rental and sale introduction.
-
Sale of food, tobacco, and alcohol.
-
Acceptance of rezoning commissions. (with the exception of architectural commissions)
-
Operation of parking lots and supermarkets.
-
Design and construction of landscapes and gardens. (with the
-
-
83
Five. Overview of O erations p
2020 Annual Re ort p
exceptions of construction and of architectural commissions)
-
Manufacture and sale of ready-mixed concrete.
-
Manufacture and sale of cement products.
-
(5) Trading and agency business for related imports and exports.
-
(6) Pre-agent import and export trade of various products.
-
(7) H703010 Factory Building Rental and Leasing.
-
(8) H703020 Warehouse Rental and Leasing.
-
(9) H703030 Office Building Rental and Leasing.
-
(10)ZZ99999 All business items that not prohibited or restricted by law, except those that are subject to special approval.
84
Five. Overview of O erations p
2020 Annual Re ort p
-
Operating profit contribution:
-
(1) Brass sheet 7%
-
(2) Copper sheet 20%
-
(3) High-performance copper sheet 26%
-
(4) Tin plated copper sheet 18%
-
(5) Others 29%
-
-
Main products currently:
-
(1) Brass sheet.
-
(2) Red brass sheet.
-
(3) Copper sheet.
-
(4) Phosphor bronze sheet.
-
(5) High-performance copper sheet.
-
(6) Eco-tin plated copper sheet.
-
-
New products planned for development and promotion:
-
(1) Development of materials for the etching manufacturing processing of semi-conductor.
-
(2) Research on the Corson alloy and develop the most stable manufacturing processing technology.
-
(3) Promote the high conductive and high strength CuCrZr alloy.
-
(4) Copper heat spreader for CPU and improve the refined surface manufacturing processing.
-
(5) Think copper plate for automotive and high power heat spreader.
-
(6) Promote the high-end automotive refusion electroplating.
-
(7) Promote the battery material for rechargeable wireless electric tools.
-
-
(II) Industry Overview:
-
Current status and development of the industry
-
(1) Current situation: Some of the copper plate factories in Europe start to merge and produce copper alloy products for electric vehicles.
-
Some items that were produced in Europe have been transferred to China, especially the automotive terminals. In addition, the demand from the domestic brands in China increases dramatically, which makes China the largest automotive connector production country in the world.
-
Due to the China-US trade war, the market demand in
-
-
85
Five. Overview of O erations p
2020 Annual Re ort p
Taiwan and Southeast Asia increases.
- Due to the rise of Chinese factories in the LED market, it has significantly impacted the LED industry chain in Taiwan.
-
(2) Development: The room for development is as follows:
-
As the expansion of 5G equipment continues, the
-
demand for high conductive and high heat spreading is estimated to increase.
-
The market for single lead frame and materials for IC etching continues to grow, the overall semi-conductor industry in 2020 grew steadily and expanded.
-
The demand on automotive and electric
-
vehicle connector increases.
-
Electric vehicle batteries and relevant charging
-
equipment.
-
The demand on rechargeable electric tools and home
-
equipment increases in the home economics.
-
-
Relationships with upstream, middle-stream, and downstream companies
The raw materials of copper alloy are electrolytic copper plates, scrap wires, zinc, tin and nickel.
-
(1) Upstream: Copper plate manufacturers: There are First Copper Technology Co., Ltd, MinChali, Tong Horng Metal, and Wan Yu.
-
(2) Mid-stream: Precision stamping plants: such as I-Chiun, Jentech, ECE, SDI, KST, and Panahome.
-
(3) Downstream: electronics, semi-conductor, automotive and home appliances industries: such as packaging plants, automotive parts assembly plants, electronic component assembly plants.
-
Product development trends and competition:
-
Brass sheet: It is commonly used on general products. The offshoring of industry and the decreasing market in Taiwan result in the price competition and low gross margin, the Company needs to develop the high-end products. However, the selection is limited, and the Company needs to develop secondary processing to maintain high gross margin.
-
Copper sheet: Copper sheet is mainly for electronic terminals, heat
86
Five. Overview of O erations p
2020 Annual Re ort p
spreader, automotive terminals and transformer. Heat spreader and automotive terminals are high-end materials with less competitors.
Phosphor bronze sheet: Since the phosphor bronze sheet is low conductive and the raw material is expense, the performance does not meet the requirement of new products. Thus, the demand is decreasing gradually.
-
Lead frame copper sheet: The demand on single lead frame for semi-conductor increases, and the LED application in civil lighting will continue to grow. There are two companies in Taiwan producing this product and there are many companies in China entering the market of this product, which result in the price competition and decrease in profits. Moreover, it is hard to enter the market in China.
-
Tin plated copper sheet The profits of automotive terminals are higher than electronic terminals. The market for automotive terminal is steadily increasing, so the market of this product is optimistic. However, there are already two companies producing this product. On top of that, copper plants in China also enter this market. The Company will encounter competition in the future.
-
High-performance material: Such as Corson alloy and CuCrZr alloy. The market for this material will continue. Furthermore, the demand of this material in lithium battery for electric vehicles and scooters and charging stations will increase dramatically.
(III) Technology and R&D Overview:
Research and development expenses and successfully developed technologies or products invested in the most recent year and as of the publication date of the annual report:
Unit: NTD thousand
| Unit: NTD thousand | ||
|---|---|---|
| Year | Research Expenses |
Results |
| 2020 | 1,214 | 1. Develop C14415 high conducting material and introduce it to the vehicle electronic communication market. 2. Promote and develop and research on no Hair Line high-end surface for the high terminal copper heat |
87
Five. Overview of O erations p
2020 Annual Re ort p
| dissipation material. 3. Develop C1814(OMCL1) high conductive and high strength alloy and enter the phase of mass production. 4. Develop C19010 Corson alloy to supply the automotive terminal market. 5. Develop and massively produce C50710/C50715 special alloy and enter the lithium battery and automotive terminal market. 6. Research on the manufacturing processing of super thick copper heat dissipation material. 7. Research on the improvement of the bending function of high-end tin brass C4250. 8. Research on shortening the manufacturing processing of bright annealing and tempering of lead frame material. |
||
|---|---|---|
| through the printing date of the annual report |
523 | 1. innovation and upgrade of 20Hi rolling mill. 2. Introduction of the slitting machine and acid rinse machine defect detectors. 3. Modify the electrical control system of the continuous bright annealing. 4. Upgrade the electrical control system of the S9 slittingmachine. |
88
Five. Overview of O erations p
2020 Annual Re ort p
-
(IV) Long-term and short-term business development plans:
-
Short-term business development plan
-
(1) High-end brass products and expansion of orders in the semi-conductor market. No longer promote the use in the general products.
-
(2) The plan of develop the automotive terminal at full strength remains unchanged, especially the special alloy is the main focus.
-
(3) The stable goal of the materials for semi-conductor and LED lighting is 500 tons, and the tin plated alloy shifts from brass to high-end alloy.
-
(4) Improve the quality of special alloy Corson sheet, improve the production yield, and gradually increase the sales amount.
-
(5) Improve the supply capacity of special alloy of CuCrZr sheet.
-
-
Long-term business development plan:
-
(1) Expand the supply of Corson alloy and CuCrZr alloy products, aiming at more than 100 MT per month.
-
(2) Steadily supply the LED market and increase the material for etching processing for semi-conductors apart from the materials for stamping processing.
-
(3) Continue to supply tin plated cooper alloy for automotive and electric vehicles.
-
(4) Develop alloy materials for the lithium battery for vehicles and scooters.
-
-
-
II. Overview of market and of production and sales:
-
(I) Market analysis:
1. Sales areas of main products: - (1) Brass sheet: Taiwan, China, Southeast Asia. - (2) Copper sheet: Taiwan, China, Japan, Southeast Asia. - (3) Phosphor bronze: Southeast Asia. - (4) High-performance alloy: Taiwan, China, Southeast Asia. - (5) Tin plated copper sheet: Taiwan, China, Southeast Asia. - (6) Special alloy: Taiwan, China, Southeast Asia. 2. Market share and the future supply and demand and growth of the market:
89
Five. Overview of O erations p
2020 Annual Re ort p
-
(1) Market share: The sales amount of all alloys in Taiwan account for 30% of the market in Taiwan. High-end products: High performance and special alloy account for 60% of the market in Taiwan. Ratio of domestic sales and export: 63:37.
-
(2) Future supply and demand and growth of the market:
-
The demand on brass and phosphor bronze in Taiwan for general products decreases, so it is transferred to the market in the Southeast Asia.
-
The room of growth for high-performance, tin plated copper sheets and special alloy still exists. Especially for the electric vehicle components, automotive terminals, wireless rechargeable tools and 5G related products, the development of growth is likely to occur.
-
Despite the room for growth in the market in Taiwan is limited, the market is still growing thanks to the China-US trade war, return of overseas Taiwanese companies, order transfer effect under Covid-19 pandemic. The room for growth in China is still huge. For Southeast Asia, the growth is limited due to the tariff barrier regardless the support by the Southbound policy. It is relatively harder to enter the market in Japan and South Korea.
-
-
Competition niche and the advantages and disadvantages in the development and response measures:
-
(1) Competition niche:
-
The Company has the professional technology in cooper sheets and has been in a long-term cooperation relationship with Mitsubishi Shindoh Co., Ltd. The manufacturing capacity has been recognized by customers.
-
The quality of production skill on the tin plated material for automotive connector is stable and recognized by Japanese car plants.
-
The exclusive products in Taiwan are Corson alloy and CuCrZr alloy.
-
Diversified products so that customers have more selections.
-
The quality of material for semi-conductor is stable, so the
-
90
Five. Overview of O erations p
2020 Annual Re ort p
Company receives most of the orders in Taiwan.
-
(2) Development advantages:
-
The manufacturing process of the materials for semi-conductor and LED is stable and mature, and the Company has sufficient production capacity that meets customer demand.
-
The demand on tin plated material for automotive connector increases, and the Company has sufficient production capacity to meet the demand of the current phase.
-
Improve the production yield and quality of high-end Corson alloy and high conductive and high strength CuCrZr alloy, continue to increase the supply amount.
-
(3) Development disadvantages:
-
Brass and phosphor bronze for general products has been replaced by the materials from China, and the order is hard to be recovered.
-
The C19210 single material and C194 are used for low-end products with low technology threshold. It is hard to compete with the copper plants in China.
-
Other companies in Taiwan start to increase the supply of materials for semi-conductor and tin plated materials. Chinese plants start to product tin plated materials this year. The Company will face the destructive competition and the decrease of gross margin.
-
If Taiwan is unable to sign the tariff treaties with countries in Southeast Asia, Taiwanese firms will not be able to compete with other companies from South Korea, China, and Japan.
-
If Taiwan allows the import of Chinese copper sheets in the future, Taiwanese companies will face greater challenges.
-
Under the influence of labor regulations in Taiwan, the productivity of the Company decreases and the costs increase.
-
(4) Response measures:
-
Continue to develop new customers, especially overseas Japanese customers.
-
Increase the market share of the high-end alloy products, such as Corson and CuCrZr alloy.
91
Five. Overview of O erations p
2020 Annual Re ort p
- The factories continues to improve production yield and decrease costs to increase the competitiveness.
- Adjust the production capacity utilization rate with flexibility
- and focus on the production of alloys for high-end products.
-
(II) Important uses and production processes of main products
-
1.Important uses of main products:
-
(1) Brass sheet---Various electronic product parts, secondary processing stamping materials, door lock materials, and terminals.
-
(2) Copper sheet-- all kinds of electrical parts, automotive terminals, and heat spreader materials for CPUs.
-
(3) Phosphor bronze sheet-- All kinds of electrical appliances and computer connector materials.
-
(4) High-performance copper sheet-- diodes, transistors, integrated circuit tripods, LEDs, and electrical terminals.
-
(5) Special alloy copper sheet-- all kinds of switches, relays, connectors and terminals, etc. and material of rechargeable battery.
-
(6) Environmentally-friendly tinned copper sheet---automotive and electric vehicle connector, battery components, and electrical parts.
-
-
Production processes of main products:
Raw material Melting Hot press Surface cutting Rough press Annealing Surface grinding Medium pressure
Annealing and acid rinse Precision
press Slitting Packaging Finished product
(III) Supply conditions of primary raw materials:
-
Electrolytic copper plates: Imported from Japan, China, Indonesia, and countries in South America.
-
Scrap copper: Main suppliers are down stream customers, scrap material hardware merchants, and wire and cable manufacturers.
92
Five. Overview of O erations p
2020 Annual Re ort p
(IV) List of main purchase and sales customers:
1. Manufacturers that have accounted for more than 10% of total purchases in any of the last two years
Unit: NTD thousand
| Item | 2020 | 2020 | 2020 | 2020 | 2019 | 2019 | 2019 | 2019 | 2021 as of the previous quarter (Note 2) | 2021 as of the previous quarter (Note 2) | 2021 as of the previous quarter (Note 2) | 2021 as of the previous quarter (Note 2) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Designation | Amount | Percentage of total annual net purchases (%) |
Item | Designation | Amount | Percentag e of total annual net purchases (%) |
Item | Designation | Amount | Percentage of total annual net purchases (%) |
Item | |
| 1 . |
PANPACIFICCOPPERCO ,LTD. |
706,510 | 38.20 |
None | PANPACIFICCOPPE RCO., LTD. |
801,451 | 38.03 |
None | PANPACIFICCOPPERCO .,LTD. |
250,986 | 38.71 |
None |
| 2 |
AMALGAMET LIMITED |
327,200 | 17.69 |
None | AMALGAMET LIMITED |
287,194 | 13.63 |
None | AMALGAMET LIMITED |
138,251 | 21.32 |
None |
| 3 |
ASK RESOURCES LTD. |
267,031 | 14.44 |
None | ASK RESOURCES LTD. |
276,319 | 13.11 |
None | ASK RESOURCES LTD. |
66,727 | 10.29 |
None |
| 4 |
Others | 548,550 | 29.67 |
- |
Others | 742,183 | 35.23 |
- |
Others | 192,439 | 29.68 |
|
| Net purchase amount | 1,849,291 | 100.00 |
Net purchase amount | 2,107,147 |
100.00 |
Net purchase amount | 648,403 | 100.00 |
-
Note 1: List names of suppliers accounting for more than 10% of total purchases in the last two years, and their purchase amounts and proportions. However, code names are permitted if disclosure of the customer name or transaction counterparty is not allowed due to contractual obligations or if the transaction counterparty is an individual and a non-related person.
-
Note 2: As of the publication of the annual report, for a company that is listed on an exchange or has its shares traded on an OTC market, disclosure should be made if financial statements are available for the most recent period that are certified or reviewed by a certified public accountant.
Reasons for increase or decrease: None.
2. Customers that have accounted for more than 10% of total sales in any of the last two years
Unit: NTD thousand
| Item | 2020 | 2020 | 2020 | 2020 | 2019 | 2019 | 2019 | 2019 | 2021 as of the previous quarter (Note 2) | 2021 as of the previous quarter (Note 2) | 2021 as of the previous quarter (Note 2) | 2021 as of the previous quarter (Note 2) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Designation | Amount |
Percentage of total annual net sales (%) |
Relationship with issuer |
Designation |
Amount | Percentage of total annual net sales (%) |
Relationship with issuer |
Designation | Amount | As a percentage of net sales for the year ended the previous quarter % |
Relationship with the Company |
|
| 1 | Others | 2,260,596 | 100.00 | None | Others | 2,544,943 | 100.00 | None | Others | 689,150 | 100.00 | None |
| Net sales amount |
2,260,596 | 100.00 | Net sales amount |
2,544,943 | 100.00 | Net sales amount |
689,150 | 100.00 |
-
Note 1: List names of customers accounting for more than 10% of total sales in the last two years, and their sales amounts and proportions. However, code names are permitted if disclosure of the customer name or transaction counterparty is not allowed due to contractual obligations or if the transaction counterparty is an individual and a non-related person.
-
Note 2: As of the publication of the annual report, for a company that is listed on an exchange or has its shares traded on an OTC market, disclosure should be made if financial statements are available for the most recent period that are certified or reviewed by a certified public accountant.
Reasons for increase or decrease: None.
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(V) Production value in the last two years:
Units: NTD thousand/ Tons
| Units: NTD thousand/ Tons | Units: NTD thousand/ Tons | Units: NTD thousand/ Tons | ||||
|---|---|---|---|---|---|---|
| Year Production value Main products |
2020 | 2019 | ||||
| Capacity | Yield | Production value |
Capacity | Yield | Production value |
|
| Brass sheet | 5,200 | 880 |
153,289 |
5,400 |
1,019 |
195,831 |
| Copper sheet | 4,500 | 2,110 |
460,895 |
4,700 |
2,469 |
579,399 |
| High-perform ance copper sheet |
7,700 | 2,412 |
550,784 |
7,700 |
2,980 |
728,934 |
| Tin plated copper sheet |
3,500 |
1,708 |
387,600 |
3,500 |
1,625 |
410,332 |
| Others | 6,500 | 3,924 |
504,745 |
6,700 |
3,534 |
506,104 |
| Total | 27,400 | 11,034 |
2,057,313 | 28,000 |
11,627 |
2,420,600 |
Note: Capacity refers to the volume that the Company can produce under normal operations using existing production equipment after taking necessary shutdowns, holidays, and other factors into account.
Note 2: If the production of each product is substitutable, the production capacity may be combined and an explanation shall be given.
(VI) Sales volume in the last two years:
Units: NTD thousand/ Tons
| Units: NTD thousand/ Tons | Units: NTD thousand/ Tons | Units: NTD thousand/ Tons | Units: NTD thousand/ Tons | |||||
|---|---|---|---|---|---|---|---|---|
| Year | 2020 | 2019 | ||||||
| Sales volume and value |
Domestic sales | Exports | Domestic sales | Exports | ||||
| Main products | Volume | Value | Volume | Value |
Volume | Value |
Volume | Value |
| Brass sheet | 543 | 98,054 |
309 |
55,882 |
602 |
116,805 |
455 |
89,248 |
| Copper sheet | 1,448 | 309,911 |
671 |
143,104 |
1,616 |
362,288 |
852 |
195,187 |
| High-performance copper sheet |
1,688 | 392,702 |
875 |
194,194 |
1,784 |
435,184 |
1,104 |
258,676 |
| Tin plated copper sheet |
417 | 92,332 |
1,257 |
305,698 |
360 |
85,028 |
1,289 |
327,138 |
| Others | 3,729 | 379,479 |
1,257 |
289,240 |
3,486 |
370,220 |
1,248 |
305,169 |
94
| Five. Overview of Operations 2020 Annual Report |
Five. Overview of Operations 2020 Annual Report |
Five. Overview of Operations 2020 Annual Report |
Five. Overview of Operations 2020 Annual Report |
Five. Overview of Operations 2020 Annual Report |
Five. Overview of Operations 2020 Annual Report |
Five. Overview of Operations 2020 Annual Report |
Five. Overview of Operations 2020 Annual Report |
Five. Overview of Operations 2020 Annual Report |
|
|---|---|---|---|---|---|---|---|---|---|
| Total | 7,825 | 1,272,478 | 4,369 |
988,118 |
7,848 |
1,369,525 | 4,948 |
1,175,418 |
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III. Employees Information:
Information of employees in the latest two years and as of the publication date of the annual report
| Year | 2020 | 2019 | As of March 31, 202 | 1 | ||
|---|---|---|---|---|---|---|
| Number of employees | Management personnel |
59 | 61 | 64 | ||
| Technical personnel |
16 | 16 | 15 | |||
| Workers | 175 | 185 | 172 | |||
| Total | 250 | 262 | 251 | |||
| Average age | 45.27 | 44.76 | 45.09 | |||
| Average years of service |
13.21 | 12.96 | 13.27 | |||
| Education distribution | Ph.D. | 0 | 0 | 0 | ||
| Master's degree | 8 | 8 | 6 | |||
| College and university |
97 | 105 | 97 | |||
| High school | 99 | 100 | 102 | |||
| Below high school | 46 |
49 | 46 |
IV. Environmental protection expenditure information:
-
(I) Total loss (including compensation) and fine amount from environmental pollution of the most recent fiscal year through the printing date of the annual report: NT$0.
-
(II) Future countermeasures and possible expenditures:
-
Future countermeasures: Improve water consumption efficiency and reduce the output of waste water, gas and wastes.
-
Possible expenditures: Equipment for improving air pollution.
-
(III)RoHS information: The Company is in compliance with the RoHS regulations.
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V. Labor Relations:
-
(I) Various employee welfare measures, advanced education, training, retirement systems and their implementation status at the Company, as well as the agreements between labor and management and various employee rights protection measures.
-
Major employee welfare measures are as follows:
-
(1) Apart from the labor insurance and national health insurance required by laws and regulations, the Company also insures employees with employer liability insurance, and employee business trip safety insurance.
-
(2) Provide uniform subsidy.
-
(3) Annual employee health examination.
-
(4) Year-end banquet and luck draw.
-
(5) The Company stipulates Regulations Governing Year-end Bonus Distribution and distributes employee remuneration.
-
(6) The Company establishes Employee Benefits Committee, a certain ratio of benefits is distributed from the sales income and sales of scraps for the benefit measures of employees.
-
a. Employee birthday cash gift, wedding and funeral subsidy, and cash gift for giving birth.
-
b. Employee educational training and children education scholarship.
-
c. Domestic and foreign company trip subsidy.
-
d. Recreation subsidy.
-
e. Employee meal group.
-
f. Signing corporate childcare contract with nearby kindergarten.
-
-
-
Staff training and continuing education:
-
(1) The Company prepares budgets for internal employee educational training, external educational training, and all types of educational trainings for the implementation of educational trainings of work skills and knowledge for employees.
-
(2) The 2020 educational training expenses of the Company is NT$107,600. The training status of employees is as follows:
-
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| Course title | Course | Total number of individuals |
Total training hours |
Expense amount |
|---|---|---|---|---|
| Safety and health educational training |
20 |
153 | 756 | 71,000 |
| Radiation protection educational training |
9 |
19 | 105 | 36,600 |
| Total | 29 | 172 | 861 | 107,600 |
3. Retirement system
- To help employees to work with relieve and guarantee the
- retirement lives, the Company stipulates Employees Retirement Regulation pursuant to the “Labor Standards Act (hereinafter referred to as “old labor retirement plan”)” and “Labor Pension Act (hereinafter referred to as “new labor retirement plan”)”. For employees selecting the old labor retirement plan, labor retirement reserve and pension funds are distributed based on a certain ratio of the monthly salary; for employees selecting the new labor retirement plan, the Company distributes no less than 6% of the monthly salary to the personal labor pension account of the employee on a monthly basis.
-
Other important agreements: None.
-
(II) List any losses suffered by the Company in the most recent fiscal years and up to the annual report publication date due to labor disputes, and disclosing an estimate of possible expenses that could be incurred currently and future, and measures being or to be taken: The Company has been excellent in benefits measures, management stipulation, and labor relation. There is no labor disputes and loss in the most recent fiscal years and up to the annual report publication date and it is expected to not have this type of disputes in the future.
-
(III)Protective measures for working environment and employees' personal safety:
The Company is in the traditional industry. The risks of high heat, noise and dusts exist in the working environment. The Company adopts engineering control and personal protection gears, implements health examination and management for employees on a regular basis. For employees performing works (high heat, noise and dusts) that may jeopardize their health, the Company arranges special health examination. Employees who have abnormal health examination results and are categorized as level 2, the Company conducts evaluation and safety and health consultation.
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Five. Overview of O erations p
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-
Safety and health system and management measures are as follows:
-
(1) Introduce ISO 45001 certification and safety management: The company implements the comprehensive safety and health management through a cycled mechanism of safety and health planning, implementation, inspection and improvement to establish a safe and healthy working environment.
-
(2) The establishment of safety and health, environmental management unit or personnel:
-
1) The Company establishes the Occupational Safety and Health Committee, in which the Foreman serves as the chair who summons meetings for discussion or stipulate safety and health management policy. In this Committee, labor members account for more than 1/3 of the total number of members to provide an official channel for the face-to-face discussion opportunity on the safety and health issue between the managers and employees.
-
2) There is a safety and health officer and safety and health manager in the safety and health management unit to implement the safety and health business, which is approved by the competent authority.
-
The environmental protection management measures are as follows:
-
(1) Introduce ISO 14001 certification management:
The Company has obtained the environment management system (ISO 14001) certification, and the registration number is:
UCS-E-13-010. The registration date: 2013.04.01; The date of certificate issuance: 2019.03.18; Effective date: 2019.04.01; Valid until: 2022.03.31. The Company also designates personnel to perform environmental protection management business.
-
(2) Promotion of environmental protection projects:
-
1) The Company has planned to replace old mercury lighting with LED lighting to reduce energy consumption and improve efficiency and achieve the goal of energy saving and carbon reduction.
-
2) Stipulate Waste Management Regulations, which provide that the discarded cloth after wiping the machines should be placed in a plastic bag and stored in a 50 gallon barrel, which will be shipped out when cleaning the garbage, to prevent polluting the floor.
-
3) The greenhouse gas emission volume calculated by the factory
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Five. Overview of O erations p
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(without examination by the external institution): 25059.074 tons of CO2e/year in 2016, 27977.534 tons of CO2e/year in 2017, 26235.453 tons of CO2e/year in 2018, and 26200.396 tons of CO2e/year in 2019.
-
4) In 2020, the tap water consumption is 196350CMD, recycled water consumption of 717439 CMD, and waste removal of 1439.322 tons.
-
Promote the afforestation in the plant:
Coping with the environment improvement project of the plant, the Company promotes afforestation in the plant by planting trees, flowers and lawns. The area of green land is about 3.5 thousand square meters. The Company also continues to promote the afforestation for the square coping with other engineering projects.
- Management on suppliers and contactors:
The Company strives to become an excellent corporate civilian and fulfill the CSR. The Company not only commits to provide a safe working environment to the employees, but also works together with suppliers to improve the CSR. Therefore, the supplier management policy of the Company is to “require suppliers to comply with the related regulations on environmental protection, safety and health and fully understand and communicate with suppliers to encourage them to improve the environmental protection, safety and health performance.” In practice, the Company considers suppliers as its important partners and requires them to implement the safety protection in the working environment and enhance requirement on environmental protection in order to fulfill the CSR.
Apart from the aforementioned points, the Company, based on the nature of the industry of the Company, also closely monitors the regulation risks and the following parts of suppliers to ensure the occupational safety of employees:
-
(1) Define high-risk operations and perform restrictions.
-
(2) Require suppliers to provide certification of the professional personnel pursuant to laws and regulations.
For the management on contractors, the Company summons the overseers of the construction projects and safety and health management personnel of contractors before the start of outsourcing projects for a project safety meeting, in which the factory safety and health management affairs and notifications of the construction site are well informed and recorded in the
100
Five. Overview of O erations p
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meeting minutes.
-
Key works of safety and health management:
-
(1) Rules for Safety and Health Operation are amended on a regular basis pursuant to the amendments to the laws and regulations, stipulate the 6S management regulations that meet the demand of the plant and the safe operation standards for machinery equipment for employees to abide by.
-
(2) Machines and equipment: Daily, weekly, monthly, quarterly, 6-month and yearly auto inspections are performed based on demands and the inspection items of special machinery equipment. A regular inspection by the competent authority is carried out for the registered and monitored dangerous machine and equipment to ensure the operation safety of such machinery equipment.
-
(3) Working environment: The Company implements 6S environment improvement management to continue to improve employees’ working environment. Employee working environment monitoring recording is carried out pursuant to laws and regulations for special working environment on a quarterly, 6-month and yearly basis.
-
(4) Educational training: New employees, rotational operation employee, machinery equipment operators, auto-inspection personnel, special operation personnel and supervisors are required to receive educational trainings and obtain related certifications.
-
(5) Health examination: Different health examinations are performed for new employees, special operation personnel and general employees pursuant to regulations to acknowledge their health status, which serves as the basis of work rotation and improvement on the working environment management.
-
(6) Fire safety: Pursuant to the Fire Service Act, the Company establishes comprehensive fire system to protect the safety of the plant and personnel and conduct inspection, report, fire training and emergency response drill pursuant to the laws and regulations.
-
Safety and environment business management and performance evaluation measures:
- (1) Regular inspection on the dangerous machinery equipment and working environment: All dangerous machinery equipment in the plant passes the regular inspection pursuant to laws and regulations. Operators all obtain the professional certification and
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Five. Overview of O erations p
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receive regular on-the-job training.
- (2) Safety and health inspection: The Head Office drafts the special project for the inspection on the safety, health, environmental protection and fire operation of the plant to ensure the protection measures on the working environment and employee safety are sufficient and to make proper adjustments and improvement advices to provide employees with a safe working environment.
-
Establish nurses and doctors stationed in the plant:
-
(1) Employee health examination and health data management.
-
(2) Free medical consultation and nursing.
-
(3) Assist employees in health promotion affairs.
-
(4) Assist the incident disposition and coordination.
-
(5) Provide the epidemic disease information and health maintenance matters to employees on a monthly basis.
-
-
VI. Important contracts: For contracts that are still valid as of the printing date of the annual report or expired in the most recent year, list the parties to supply and marketing contracts, technical cooperation contracts, engineering contracts, long-term loan contracts, and other important contracts that are sufficient to affect shareholders' rights and interests. Also give the beginning and ending dates of the contracts, the main content, and restrictive clauses.
| Contract nature |
Contractual parties |
Contract start and end date |
Main content | Restrictive clauses |
|---|---|---|---|---|
| None |
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Six. Financial Overview
2020 Annual Re ort p
-
I. Give the condensed balance sheets and comprehensive income statements for the most recent five years, and indicate the accountant’s name and audit opinions.
-
(1)Condensed balance sheet and comprehensive income statement
Condensed Balance Sheet-International Financial Reporting Standards
Unit: NTD thousand
| Year Item |
Year Item |
Financial data for the most recent five years |
Financial data for the most recent five years |
Financial data for the most recent five years |
Financial data for the most recent five years |
Financial data for the most recent five years |
From the current year through Financial information from the current year through March 31, 2021 (Note 3) |
|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2018 | 2017 | 2016 | |||
| Current assets | 1,854,780 | 1,990,131 | 2,071,640 | 2,387,590 | 2,144,445 | 2,039,854 | |
| Property, plant and equipment |
1,027,148 | 871,860 | 863,399 | 905,285 | 934,635 | 1,034,021 | |
| Intangible assets | - |
- |
- |
9 | 38 | - |
|
| Other assets | 3,156,483 | 2,433,661 | 2,216,718 | 2,737,388 | 2,050,685 | 3,179,161 | |
| Total assets | 6,038,411 | 5,295,652 | 5,151,757 | 6,030,272 | 5,129,803 | 6,253,036 | |
| Current liabilities |
Before distribut ion |
1,223,804 | 1,345,106 | 1,242,361 | 1,671,040 | 1,674,579 | 1,290,174 |
| After distribut ion |
Note 4 | 1,345,106 | 1,242,361 | 1,671,040 | 1,674,579 | - |
|
| Non-current liabilities |
265,888 | 272,975 | 283,339 | 283,008 | 289,978 | 265,888 | |
| Total liabilities |
Before distribut ion |
1,489,692 | 1,618,081 | 1,525,700 | 1,954,048 | 1,964,557 | 1,556,062 |
| After distribut ion |
Note 4 | 1,618,081 | 1,525,700 | 1,954,048 | 1,964,557 | - |
|
| Equities attributed to stockholders of the Company |
4,548,719 |
3,677,571 | 3,626,057 | 4,076,224 | 3,165,246 | 4,696,974 | |
| Capital stock | 3,596,222 | 3,596,222 | 3,596,222 | 3,596,222 | 3,596,222 | 3,596,222 | |
| Additional paid in capital |
- |
- |
- |
- |
- |
- |
|
| Retained earnings |
Before distribut ion |
550,543 | 464,363 | 568,620 | 470,667 | 201,383 | 657,085 |
| After distribut ion |
Note 4 | 464,363 | 568,620 | 470,667 | 201,383 | - |
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2020 Annual Re ort p
Six. Financial Overview
| Year Item |
Year Item |
Financial data for the most recent five years |
Financial data for the most recent five years |
Financial data for the most recent five years |
Financial data for the most recent five years |
Financial data for the most recent five years |
From the current year through Financial information from the current year through March 31, 2021 (Note 3) |
|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2018 | 2017 | 2016 | |||
| Other equities | 401,954 | (383,014) | (538,785) | 9,335 | (632,359) | 443,667 | |
| Treasury stock | - |
- |
- |
- |
- |
- |
|
| Non-controlling equities |
- |
- |
- |
- |
- |
- |
|
| Total equities |
Before distribut ion |
4,548,719 | 3,677,571 | 3,626,057 | 4,076,224 | 3,165,246 | 4,696,974 |
| After distribut ion |
Note 4 | 3,677,571 | 3,626,057 | 4,076,224 | 3,165,246 | - |
*Where the Company prepares the individual financial report, the condensed balance sheets and statements of comprehensive income for the past 5 fiscal years should also be prepared.
-
*Where the Company has prepared the financial statement in accordance with the International Financial Reporting Standards for less than 5 fiscal years, the Company shall prepare another financial statement in accordance with domestic financial account standards. Note 1: Years that are not certified or reviewed by a certified public accountant must be specified.
-
Note 2: Where the asset revaluation is conducted in the current fiscal year, the date of asset revaluation and the revaluated increase amount shall be specified.
-
Note 3: Before the date of publication of the annual report, for a company that is listed on an exchange or has its shares traded on an OTC market, disclosure should be carried out if financial statements are available for the most recent period that are certified or reviewed by a certified public accountant. (The financial data as of March 31, 2021 has been certified by CPAs)
-
Note 4: The aforementioned distribution amount shall be filled in based on the resolution by the Shareholders’ Meeting of the next year. (The 2020 earnings distribution approved by the Board of Directors has not yet been passed by the 2021 Shareholders’ Meeting)
-
Note 5: Where the competent authority notifies that the financial data should be self corrected or re-prepared, the Company shall fill in the corrected or re-prepared number and shall specify the status and reason.
Condensed Comprehensive Income Statement-International Financial Reporting Standards
Unit: NTD thousand
| Year Item |
Financial data for the most recent five years | Financial data for the most recent five years | Financial data for the most recent five years | Financial data for the most recent five years | Financial data for the most recent five years | Financial information from the current year through March 31, 2021(Note 2) |
|---|---|---|---|---|---|---|
2020 |
2019 | 2018 | 2017 | 2016 | ||
| Operating income | 2,260,596 | 2,544,943 | 3,108,695 | 3,049,654 | 2,503,073 | 689,150 |
| Operating gross profit (loss) |
(21,161) | (91,607) | 43,966 | 224,405 | (51,307) | 88,441 |
| Operating net profit (loss) |
(75,903) | (145,145) | (12,073) | 168,027 | (106,380) | 73,326 |
| Non-operating income and expenses |
156,942 | 45,333 | 87,352 | 135,867 | (19,890) | 48,692 |
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Six. Financial Overview
2020 Annual Re ort p
| Net profit (loss) before tax |
81,039 | (99,812) | 75,279 | 303,894 | (126,270) | 122,018 |
|---|---|---|---|---|---|---|
| Net profit (loss) of the current period from continu ingoperations |
79,210 | (99,342) | 85,258 | 269,876 | (159,268) | 106,542 |
| Loss from discontinuing operation |
- |
- |
- |
- |
- |
- |
| Net profit (loss) of the currentperiod |
79,210 | (99,342) | 85,258 | 269,876 | (159,268) | 106,542 |
| Other comprehensive income (net income after tax) of the currentperiod |
791,938 | 150,856 | (535,425) | 641,102 | 448,788 | 41,713 |
| Total comprehensive income of the currentperiod |
871,148 | 51,514 | (450,167) | 910,978 | 289,520 | 148,255 |
| Net profits attributed to stockholders of the Company |
79,210 | (99,342) | 85,258 | 269,876 | (159,268) | 106,542 |
| Net profits attributed to the non-controlling equities |
- |
- |
- |
- |
- |
- |
| Total comprehensiv e income attributed to stockholders of the Company |
871,148 | 51,514 | (450,167) | 910,978 | 289,520 | 148,255 |
| Total comprehensiv e income attributed to the non-controlling equities |
- |
- |
- |
- |
- |
- |
| Earnings (losses) per share(NTD) |
0.22 | (0.28) | 0.24 | 0.75 | (0.44) | 0.30 |
*Where the Company prepares the individual financial report, the condensed balance sheets and statements of comprehensive income for the past 5 fiscal years should also be prepared.
*Where the Company has prepared the financial statement in accordance with the International Financial Reporting Standards for less than 5 fiscal years, the Company shall prepare another financial statement in accordance with domestic financial account standards. Note 1: Years that are not certified or reviewed by a certified public accountant must be specified. Note 2: Before the date of publication of the annual report, for a company that is listed on an exchange or has its shares traded on an OTC market, disclosure should be carried out if financial statements are available for the most recent period that are certified or reviewed by a certified public accountant. (The financial data as of March 31, 2021 has been certified by CPAs)
Note 3: The loss from discontinuing operation shall be display in the net amount after deducting the income tax.
Note 4: Where the competent authority notifies that the financial data should be self corrected or re-prepared, the Company shall fill in the corrected or re-prepared number and shall specify the status and reason.
105
Six. Financial Overview
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(2)CPA name and audit opinion for the most recent five years
| Year | Accounting firm name | Certified public accountant |
Audit opinion |
|---|---|---|---|
| 2016 | KPMG Taiwan | Yang Po-Jen, Hsu Chen-Lung |
Unqualified opinion |
| 2017 | KPMG Taiwan | Yang Po-Jen, Hsu Chen-Lung |
Unqualified opinion |
| 2018 | KPMG Taiwan | Yang Po-Jen, Hsu Chen-Lung |
Unqualified opinion |
| 2019 | KPMG Taiwan | Yang Po-Jen, Hsu Chen-Lung |
Unqualified opinion |
| 2020 | KPMG Taiwan | Yang Po-Jen, Hsu Chen-Lung |
Unqualified opinion |
106
2020 Annual Re ort p
Six. Financial Overview
II. Financial analysis for the last five years
Financial Analysis (International Financial Reporting Standards)
| Year Analysis item (Note 3) |
Year Analysis item (Note 3) |
Financial analysis for the last fiveyears | Financial analysis for the last fiveyears | Financial analysis for the last fiveyears | Financial analysis for the last fiveyears | Financial analysis for the last fiveyears | From the current year through March 31, 2021 (Note 2) |
|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2018 | 2017 | 2016 | |||
| Financial structure |
Debt to total assets ratio (%) |
24.67 | 30.55 | 29.61 | 32.40 | 38.29 | 24.88 |
| Long-term capital to property, plants and equipment ratio (%) |
462.97 | 420.35 | 451.02 | 481.53 | 369.68 | 475.22 | |
| Solvency | Current ratio (%) | 151.55 | 147.95 | 166.75 | 142.88 | 128.05 | 158.10 |
| Quick ratio (%) | 39.49 | 55.74 | 56.14 | 42.78 | 50.05 | 51.49 | |
| Interest coverage ratio (%) |
1067.55 | (1128.75) | 930.98 | 2775.59 | (926.91) | 7181.71 | |
| Operating ability | Receivables turnover ratio(times) |
13.63 | 13.38 | 12.78 | 12.48 | 11.47 | 12.94 |
| Average collection days |
26.77 | 27.27 | 28.56 | 29.24 | 31.82 | 28.20 | |
| Average inventory turnover(times) |
1.80 | 1.99 | 2.00 | 1.92 | 2.00 | 1.82 | |
| Payables turnover ratio(times) |
22.60 | 22.81 | 22.90 | 23.39 | 24.57 | 19.12 | |
| Average inventory turnover days |
202.77 | 183.41 | 182.50 | 190.10 | 182.50 | 200.54 | |
| Property, plant and equipment turnover ratio(times) |
2.28 | 2.81 | 3.50 | 3.31 | 2.62 | 2.64 | |
| Total assets turnover (times) |
0.39 | 0.48 | 0.55 | 0.54 | 0.51 | 0.44 | |
| Profitability | Return on assets (%) | 1.50 | (1.77) | 1.65 | 5.00 | (3.07) | 1.75 |
| Return on equity (%) | 1.92 | (2.72) | 2.21 | 7.45 | (5.27) | 2.30 | |
| Pre-tax income to paid-in capital ratio(%) |
2.25 | (2.77) | 2.09 | 8.45 | (3.51) | 3.39 | |
| Net profit margin (%) | 3.50 | (3.90) | 2.74 | 8.84 | (6.36) | 15.45 | |
| Earnings (losses) per share (NTD) |
0.22 | (0.28) | 0.24 | 0.75 | (0.44) | 0.30 | |
| Cash flows | Cash flows ratio(%) | 1.19 | 4.95 | 44.70 | - |
- |
2.50 |
| Cash flow adequacy ratio(%) |
71.52 | 106.44 | 63.28 | 44.37 | 162.80 | 5.75 | |
| Cash flow reinvestment ratio |
0.17 | 0.90 | 7.58 | - |
- |
0.38 | |
| Leve rage |
Operation leverage | (16.81) | (9.12) | (146.79) | 8.18 | (12.23) | 4.43 |
| Financial leverage | 0.90 | 0.94 | 0.57 | 1.07 | 0.89 | 1.02 |
107
Six. Financial Overview
2020 Annual Re ort p
Please specify the reason of the changes of financial ratios in the past 2 fiscal years. (Where the change is less than 20%, the analysis is not required)
-
Description of the change in solvency: It is mainly caused by the decrease in cash and cash equivalents due to the payables for the purchase of raw material and the increase in inventory. In addition, the profits from operating activities results in the increase of interest coverage ratio.
-
Description of the change in profitability: It is mainly caused by the increase in the net profits of the current period resulted from the decrease in operating net loss and receiving cash dividends from the parent company. In addition, the unrealized valuation gains of financial assets are recognized.
-
Description of the change in cash flow: It is mainly caused by the decrease in the net cash flows in operating activities of the current year, and also by the decrease in the net cash flows in operating activities in the most recent 5 fiscal years and the increase in the expenses on inventory and capital.
-
Description of the change in leverage: It is mainly caused by the decrease in the revenues resulted from the decrease in demand that caused the decrease in sales amount and the decrease in costs of raw materials resulted from the decrease in the yield under the Covid-19 pandemic in current year.
*Where the Company prepares individual financial reports, the Company shall also prepare the individual financial ratio analysis.
-
*Where the Company has prepared the financial statement in accordance with the International Financial Reporting Standards for less than 5 fiscal years, the Company shall prepare another financial statement in accordance with domestic financial account standards.
-
Note 1: Years that are not certified or reviewed by a certified public accountant must be specified.
-
Note 2: Before the date of publication of the annual report, for a company that is listed on an exchange or has its shares traded on an OTC market, disclosure should be carried out if financial statements are available for the most recent period that are certified or reviewed by a certified public accountant.
Note 3: The following calculation formula should be listed at the end of the annual report form:
-
Financial structure
-
(1) Liabilities to assets ratio = total liabilities/total assets.
-
(2) The ratio of long-term funds to property, plant, and equipment = (total equity + non-current liabilities) / net property, plant, and equipment.
-
Solvency
-
(1) Current ratio = current assets/current liabilities.
-
(2) Quick ratio = (current assets-inventory-prepaid expenses) / current liabilities.
-
(3) Interest coverage ratio = net profit before income tax and interest expense/interest expense in the current period.
-
Operating ability
-
(1) Receivables (including trade receivables and notes receivables from operation) turnover ratio = net sales amount / average receivables balance (including trade receivables and notes receivables from operation)
-
(2) Average cash collection days=365/receivable turnover rate.
-
(3) Inventory turnover rate = cost of goods sold / average inventory value.
-
(4) Payables (including trade payables and notes payables from operation) turnover ratio = costs of sales / average payables balance (including trade payables and notes payables from operation)
-
(5) Average sales days = 365 / inventory turnover rate.
-
(6) Turnover rate of property, plant, and equipment = net sales/average net property, plant, and equipment.
-
(7) Total asset turnover ratio = net sales/average total assets.
-
Profitability
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Six. Financial Overview
2020 Annual Re ort p
-
(1) Return on assets = [(after-tax profit and loss + interest expense × (1-tax rate)]/average total assets.
-
(2) Return on equity = profit and loss after tax/average total equity.
-
(3) Net profit rate = after-tax profit and loss/net sales.
-
(4) Earnings per share = (profit and loss attributable to owners of the
parent company-preferred share dividends) / weighted average number of issued shares. (Note 4)
-
Cash flows
-
(1) Cash flow ratio = net cash flow from operating activities/current liabilities.
-
(2) Net cash flow ratio = net cash flow from operating activities in the last five years / the last five years (capital expenditure + inventory increase + cash dividend)
-
(3) Cash reinvestment ratio = (net cash flow from operating activities-cash dividends) / (gross property, plant, and equipment + long-term investment + other non-current assets + working capital) (Note 5)
-
-
Leverage
-
(1) Operating leverage = (net operating revenue-variable operating costs and expenses) / business interests (Note 6).
-
(2) Financial leverage = operating profit / (business profit-interest expense)
-
-
Note 4: In the aforementioned calculation formula for earnings per share, special attention should be paid in measuring the following items:
-
The weighted average number of common shares shall prevail, rather than the number of issued shares at the end of the year.
-
Those that have cash capital increase or treasury stock trading should consider their circulation period and calculate the weighted average number of shares.
-
Where there is capitalization of retained earnings or capitalization of capital reserves, when calculating the earnings per share for previous years and half-years it should be adjusted retrospectively according to the proportion of capital increase, regardless of the period of issuance of the capital increase.
-
If the preferred stock is non-convertible cumulative preferred stock, the dividends for the current year (regardless of whether they are paid) shall be deducted from the net profit after tax or increase the net loss after tax.
If the preferred stock is non-cumulative, in the case of net profit after tax, the dividend of preferred stock shall be deducted from the net profit after tax; if it is a loss, no adjustment is
necessary.
-
Note 5: When measuring cash flow analysis, special attention should be paid to the following items:
-
Net cash flow from operating activities refers to the net cash inflow from operating activities in the cash flow statement.
-
Capital expenditure refers to the annual cash outflow of capital investment.
-
The increase in inventory is only included when the ending balance is greater than the beginning balance. If inventory decreases at the end of the year, it is calculated as zero.
-
Cash dividends include cash dividends for ordinary shares and preferred stock.
-
Gross property, plant and equipment refer to the total amount of property, plant and equipment before deduction of accumulated depreciation.
-
Note 6. The issuer should classify various operating costs and operating expenses as fixed and variable according to their nature. If estimates or subjective judgments are involved, attention should be paid to their rationality and consistency.
-
Note 7. If the Company’s shares have no par value or a par value other than NTD 10, the calculation of the ratio of paid-in capital in the previous disclosure will be changed to the ratio of net value.
109
Six. Financial Overview
2020 Annual Re ort p
III. The Audit Committee review report of the most recent financial report
Audit Committee’s Review Report
The board of directors has prepared the Company's business report, individual financial statements and earnings distribution proposal for the year of 2020, where the individual financial statements have been audited by CPAs Bo-Ren Yang and Chen-Long Hsu of KPMG, and an audit report has been issued accordingly. The above-mentioned business report, individual financial statements and profit distribution proposal have been reviewed by the Audit Committee and found to have no inconsistencies. These reports are to be submitted in accordance with the relevant provisions of Article 14-4 of the Securities and Exchange Act and Article
219 of the Company Act.
Sincerely,
2021 Annual General Meeting of Shareholders of the Company
First Copper Technology Co., Ltd.
Convener of Audit Committee: Hu Li-Jen
March 22, 2021
110
Six. Financial Overview
2020 Annual Re ort p
-
IV. The most recent annual financial reports: See pages 126~203 for details.
-
V. Parent company only financial statement for the most recent fiscal year, certified by a CPA: None.
-
VI. In the most recent year and as of the publication date of the annual report, if any financial difficulties occur among the Company and its affiliated companies, their effect on the Company's financial status should be specified: None.
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Seven. Financial status and financial performance review analysis and risk issues
2020 Annual Report
I. Financial status:
Comparative Analysis Table of Financial Status in the Last Two Years
Unit: NTD thousand
| Year Item |
2020 |
2019 | Difference | Difference |
|---|---|---|---|---|
| Amount | % | |||
| Current assets | 1,854,780 | 1,990,131 | (135,351) | (6.80) |
| Non-current financial assets at fair value through other comprehensive profit or loss |
2,858,271 | 2,078,483 | 779,788 | 37.52 |
| Investments accounted for usingequitymethod |
98 | 97 | 1 | 1.03 |
| Property, plant and equipment |
1,027,148 | 871,860 | 155,288 | 17.81 |
| Balance of investment property |
228,840 | 232,111 | (3,271) | (1,41) |
| Other assets | 69,274 | 122,970 | (53,696) | (43.67) |
| Total assets | 6,038,411 | 5,295,652 | 742,759 | 14.03 |
| Current liabilities | 1,223,804 | 1,345,106 | (121,302) | (9.02) |
| Non-current liabilities | 265,888 | 272,975 | (7,087) | (2.60) |
| Total liabilities | 1,489,692 | 1,618,081 | (128,389) | (7.93) |
| Capital stock | 3,596,222 | 3,596,222 | - |
- |
| Retained earnings | 550,543 | 464,363 | 86,180 | 18.56 |
| Other equities | 401,954 | (383,014) | 784,968 | 204.94 |
| Total equities | 4,548,719 | 3,677,571 | 871,148 | 23.69 |
Should specify the main reason and the influence caused by the significant changes in assets, liabilities, and shareholder’s equity (where the change reaches 20% or more between the current and previous period and the change amount reaches NT$10 million) and the future response plan.
-
(I) Primary reasons for changes:
-
Increase in non-current financial assets at fair value through other comprehensive profit or loss: It is mainly caused by the increase in financial assets at fair value through profit or loss recognized in the current fiscal year.
-
Decrease in other assets: It is mainly caused by the decrease in the prepayment for equipment in current fiscal year.
-
Increase in other equities: It is mainly caused by the increase in financial assets at fair value through profit or loss recognized in the current fiscal year.
-
Increase in other equities: It is mainly caused by the increase in financial assets at fair value through profit or loss recognized in the current fiscal year.
-
(II) Impact: No significant impact on finance and business of the Company.
-
(III) Future response plan:
-
Prioritize the increase in production capacity for semi-conductor and LED materials to
112
Seven. Financial status and financial performance review analysis and risk issues
2020 Annual Report
meet the demand of domestic customers.
-
Continue to promote the high conductive and high strength CuCrZr alloy.
-
In response to the development of automotive and electric vehicles, the company increases the supply of tin plated materials for automotive connectors and terminals and promotes the high-end alloy tin plated materials.
-
Promote Corson alloy for the materials of lithium battery for electric vehicles and electric tools.
-
Dispatch the raw material procurement, production and sales with flexibility, effectively control reasonable inventory, and reduce the risks from the changes in copper price and exchange rate.
II. Financial performance:
(I) Comparative analysis table of operating revenue, net operating profit and net profit before tax for the most recent two years
Unit: NTD thousand
| Year Item |
2020 | 2019 | Increase (decrease) amount |
Change % |
|---|---|---|---|---|
| Net operatingincome | 2,260,596 | 2,544,943 | (284,347) | (11.17) |
| Operatingcosts | 2,281,757 | 2,636,550 | (354,793) | (13.46) |
| Operating gross loss | (21,161) | (91,607) | 70,446 | 76.90 |
| Operatingexpenses | 54,742 | 53,538 | 1,204 | 2.25 |
| Net operating gain(loss) | (75,903) | (145,145) | 69,242 | 47.71 |
| Non-operating income and expenses |
156,942 | 45,333 | 111,609 | 246.20 |
| Netprofit(loss)before tax | 81,039 | (99,812) | 180,851 | 181.19 |
| Income tax expenses(gains) | 1,829 | (470) | 2,299 | 489.15 |
| Net profit (loss) of the currentperiod |
79,210 | (99,342) | 178,552 | 179.73 |
| Other comprehensive income (net income after tax) |
791,938 | 150,856 | 641,082 | 424.96 |
| Total comprehensive income of the current period |
871,148 | 51,514 | 819,634 | 1,591.09 |
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Seven. Financial status and financial performance review analysis and risk issues
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If operating revenue, operating profit, and pre-tax net profit increase/decrease ratio have changed by more than 20% in the most recent two years, the main reasons should be analyzed and explained and the possible impact on the Company's future financial business and corresponding plans given:
-
Primary reasons for changes:
-
(1) Decrease in operating gross loss: Please refer to (II) Analysis on changes in operating gross margin.
-
(2) Decrease in net operating loss: It is mainly caused by the decrease in the operating gross loss of the current year. Please refer to (1) above for description.
-
(3) Increase in non-operating income: It is mainly caused by the increase in stock dividends of the current year.
-
(4) Increase in net profits before tax: It is mainly caused by the decrease in the operating gross loss and increase in the non-operating income of the current year. Please refer to (1) and (3) above for description.
-
(5) Increase in income tax expenses: It is mainly caused by the decrease in the deferred income tax assets of the current year and recognition of the income tax of remeasurements of the defined benefit asset.
-
(6) Increase in net profits of the current period: It is mainly caused by the decrease in the operating gross loss and increase in the non-operating income of the current year. Please refer to (1) and (3) above for description.
-
(7) Increase in other comprehensive income (net income after tax): It is mainly caused by the increase in financial assets at fair value through profit or loss recognized in the current fiscal year.
-
(8) Increase in the total comprehensive income of the current period: It is mainly caused by the increase in net profits of the current period and the increase in other comprehensive income (net income after tax). Please refer to (6) and (7) above for description.
-
The main business contents of the Company remain unchanged.
-
Expected sales volume and it basis, potential impact on the financial business of the Company in the future and response plan:
-
(1) Expected sales volume: 15,250 tons/year.
-
(2) Basis:
-
The demand in the application of refusion electroplating on automotive terminal and connector market increases.
-
Stable consumption on semi-conductor and LED materials.
-
The quality of copper electrical terminal and heat spreader is sufficient to
-
replace imported materials.
-
The future demand of high-end materials, especially high strength
-
and high conducting materials, will increase.
-
The demand in wireless charging products increases in home economics
-
(3) Potential impact on the financial business of the Company in the future
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Seven. Financial status and financial performance review analysis and risk issues
2020 Annual Report
and response plan:
-
The manufacturing process of materials for semi-conductor and LED is stable, and the yield is sufficient to supply domestic customer’s demand; increase the supply of tin plated materials for automotive terminals and connectors and promote high-end alloy tin plated materials; continue to promote high conductive and high strength CuCrZr alloy and Corson alloy for the materials of lithium battery for electric vehicles and electric tools.
-
Enhance the integrated management on procurement, sales and inventory, reduce the risk of price fluctuation of raw materials by steadily using the hedging mechanism, lower the uncertainty of operating profits to maintain reasonable profits. Heading towards the operation direction of high-end products. Increase employee number in production and improve equipment utilization rate. Improve quality stability to enhance competitiveness.
(II) Analysis of changes in operating margin:
Unit: NTD thousand
| Unit: NTD thousand | Unit: NTD thousand | Unit: NTD thousand | Unit: NTD thousand | Unit: NTD thousand | ||
|---|---|---|---|---|---|---|
| Changes between the previous and current period |
Reasonsfordifferences | |||||
| Difference in sales price |
Difference in costprice |
Difference in sales mix |
Difference involume |
Others |
||
| Operating margin |
70,446 | (129,814) | 191,220 | 1,047 | 2,579 | 5,414 |
Increase in operating gross margin:
Due to the dramatic fall of global copper price in Q1, the product price of the Company is also adjusted accordingly. The global copper price came back in Q3, but there was still unfavorable sales difference. The fluctuation of global copper price reduces copper raw material procurement costs that generated favorable cost difference. The total sales volume decreases under Covid-19 pandemic, but the demand in automotive terminals, electric tools and connectors increases, which created the favorable sales portfolio and volume difference. In addition, the global copper price came back in Q3, the gain from price recovery of inventory increases by NT$21,323 thousand, and the overall operating gross margin increases by NT$70,446 thousand compared to the previous month.
III. Cash flows:
Cash flow analysis
| ash flows: Cash flow analysis |
ash flows: Cash flow analysis |
ash flows: Cash flow analysis |
ash flows: Cash flow analysis |
||
|---|---|---|---|---|---|
| Unit: NTD thousand | |||||
| Beginning cash balance |
Annual net cash inflow from operating activities |
Estimated ann ual cash inflow |
Cash surplus (insufficiency) amount |
Remedial measures for cash shortages |
|
| Investment plan |
Financing plan |
||||
| 374,733 | 14,635 |
(312,179) |
77,189 |
- |
- |
- Analysis of the changes in cash flows for the current year:
115
Seven. Financial status and financial performance review analysis and risk issues
2020 Annual Report
-
(1) Operating activities: The cash inflow is mainly caused by receiving cash dividends of the current year.
-
(2) Investment activities: The cash outflow is mainly caused by purchase of property, plant and equipment.
-
(3) Financing activities: The cash outflow is mainly caused by the loan repayments to the bank.
-
Remedial measures and liquidity analysis for expected cash shortage: There is no cash shortage, so it is not applicable.
-
Analysis of cash liquidity in the coming year
| no cash shortage, so it is not applicable. 3. Analysis of cash liquidity in the coming year |
no cash shortage, so it is not applicable. 3. Analysis of cash liquidity in the coming year |
no cash shortage, so it is not applicable. 3. Analysis of cash liquidity in the coming year |
no cash shortage, so it is not applicable. 3. Analysis of cash liquidity in the coming year |
||
|---|---|---|---|---|---|
| Unit: NTD thousand | |||||
| Beginning cash balance |
Estimated fro m operating activities Estimated net cash inflow |
Estimated a nnual cash outflow |
Cash surplus (insufficien cy) amount |
Remedial measures for cash shortages |
|
| Investment plan |
Financing plan | ||||
| 77,189 | 515,859 |
(492,026) |
101,022 |
- |
- |
-
(1) Analysis of cash flow status in the coming year:
-
Operating activities: The cash inflow is mainly caused by the anticipated operating profits and decreasing inventory.
-
Investment activities: The cash outflow is mainly caused by purchase of property, plant and equipment.
-
Financing activities: The cash outflow is mainly caused by the
anticipated repayment of commercial paper and distribution of cash dividends.
- (2) Remedial measures and liquidity analysis for expected cash shortage: None.
IV. The impact of major capital expenditures in recent years on financial operations.
(I) The use of major capital expenditures and sources of funds
Unit: NTD thousand
| Unit: NTD thousand | Unit: NTD thousand | Unit: NTD thousand | Unit: NTD thousand | Unit: NTD thousand | Unit: NTD thousand | Unit: NTD thousand | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Plan item | Actual or anticipated Source of funds |
Actual or expected completion date |
Total funds required |
Actual or scheduled use of funds | ||||||
| 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | ||||
| Machinery equipment |
Equity funds and borrowings |
2019.12.31 | 132,219 | 132,219 | ||||||
| Machinery equipment |
Equity funds and borrowings |
2020.12.31 | 161,496 | 161,496 | ||||||
| Machinery equipment |
Equity funds and borrowings |
2021.12.31 | 147,882 | 111,642 | 36,240 |
(II) Expected benefits
- Upgrade the electric control of the furnace and temperature control
116
Seven. Financial status and financial performance review analysis and risk issues
2020 Annual Report
system to stabilize the temperature control for the heat rolling operation of special alloy and newly developed alloy and for calendering straightness rate.
-
Upgrade the thickness measurer of the calender to precisely control the thickness of the product and to increase the order of electric vehicles and 5g telecommunication.
-
Upgrade the optical emission spectroscopy to steadily control the component management of special alloy and newly developed alloy to meet the component norms for alloy and improve production efficiency.
-
V. Reinvestment policy in the most recent year, main reasons for its profit or loss, improvement plan and investment plan for the next year:
Unit: NTD thousand
| Description Item |
Amount | Policy | Main reason for profit or loss |
Improvement program |
Other future investment plans |
|---|---|---|---|---|---|
| Hua Eng Wire & Cable Co., Ltd. |
- |
Stable operation |
It is the parent company of the Company, mainly focuses on the processing, manufacturing, sales, and engineering of wire, cables and cooper products. The operating net profits of 2020 increases, but the financial assets at fair value through profit or loss decreased, the net profit after tax is NT$323,664 thousand. |
None | None |
VI. Risks:
-
(I) The impact of interest rate, exchange rate changes, and inflation on the Company's profit and loss and future countermeasures:
-
The Covid-19 results in the global economic recession. The central banks of major countries continue to adopt quantitative easing policy, and the interest rate remains at the low level. The interest rate risk of the Company mainly comes from loans for procurement of raw materials. Maintaining excellent relationship with banks and solid financial
117
Seven. Financial status and financial performance review analysis and risk issues
2020 Annual Report
- structure are beneficial for the Company to acquire better interest rate. It is anticipated that the interest rate changes in the future will not have significant impact on the overall operation of the Company.
-
The main raw material supply source is import, and the price is in USD. As such, the foreign currency net position of the Company is mainly the USD liabilities. At the time of fluctuation in the foreign exchange market, the Company actively pays attention to the exchange rate, adjusts the schedule of export bills timely, and adopts trade receivables (foreign currency) financing or pre-order forward exchange to avoid the risk of exchange rate fluctuation. In 2020, the exchange income accounted for only 0.1% of the operating revenue, which was only a tiny portion.
-
In 2020, the international oil price and raw material price fell first then came back under the Covid-19 pandemic, but it is still within the controllable scope. The world has been in the status of moderate inflation.
-
(II) Policies for engagement in high risk and high leverage investment, loaning to a third party, guarantee/endorsement, and derivative trade, the main reason for profit or loss, and the response in the future:
-
The Company does not engage in high risk and high leverage investments.
-
The Company does not loan to a third party nor make guarantees/endorsement for others.
-
The purpose of the Company engaging in derivatives trade is to avoid risks and reduce costs. Such trades were conducted pursuant to “Guidelines for the Acquisition or Disposal of Assets,” and not for the purpose of speculation.
-
(III) Future R&D plans and estimated R&D expenses:
| Plan designation | Current progress of the plan |
Expenses | Time |
Primary success factors |
|---|---|---|---|---|
| Research on the manufacturing processing o super thickcopperplate |
1. Research on the manufacturing processing design 2. Sample trial production and sampling. |
NT$5 million |
December 2021 |
Manufacturing process design and equipment production stability. |
- (IV) The impact of important domestic and foreign policies and legal changes on the Company's financial business and corresponding measures:
Need to increase employees for production and need more funds for the finance.
- (V) The impact of technological changes and industrial changes on the Company's financial business and corresponding measures: No impact.
118
Seven. Financial status and financial performance review analysis and risk issues
2020 Annual Report
-
(VI) The impact of corporate image change on corporate crisis management and countermeasures: None.
-
(VII) Expected benefits and possible risks of mergers and acquisitions and countermeasures: The Company does not have merger nor acquisition plan.
-
(VIII) Expected benefits and possible risks of plant expansion and countermeasures: The Company does not have the plant expansion plan.
-
(IX) Risks and countermeasures faced by purchase or sales concentration:
The Company purchase products from world-class suppliers with long-term relationships. In addition, the procurement is distributed. Excellent credibility allows the Company to acquire raw materials easily. As such, there is no risk for purchase.
The sales of the Company are distributed in many areas. Apart from Taiwan, the sales area also includes China, Japan, countries in Southeast Asia and the United States. There is not risk of sales concentration.
-
(X) Effect upon and risk to the Company in the event a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent stake in the Company has been transferred or has otherwise changed hands, and mitigation measures being or to be taken: There is no stake transferred or change for the major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent.
-
(XI) Effect upon and risk to company associated with any change in governance personnel or top management, and mitigation measures being or to be taken: There is no stake transferred or change for the major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent, so the risk of change in governance personnel or top management is mild.
-
(XII) Litigation or non-litigation events impacting the Company and its directors, supervisors, general managers, substantive persons in charge, major shareholders whose shareholding ratio exceeds 10%, and affiliated companies:
-
Major litigation, non-litigation or administrative disputes that have been resolved or are still in process: None.
-
The main parties involved, facts and handling circumstances:None.
-
-
(XIII) Other important risks and countermeasures:
-
Explanation of information security risk assessment analysis:
-
Prevention on computer virus and malware The Company establishes anti-virus software to scan computer system and data storage, automatically updates virus codes, and updates operation system and software patches to effectively block out virus and malware.
119
Seven. Financial status and financial performance review analysis and risk issues
2020 Annual Report
-
Computer media and data security The reusable data storage media, the content is completely deleted when it is no longer in service; data is backed up on a regular basis, and the redundancy measures are adopted to ensure the security of important operation and management data of the Company. The Company also adopts protection measures when exchanging electronic data with other external units to prevent the data damage and authorized data saving and editing.
-
Network security
The Company implements the strictest identification operation and uses the firewall to record and control behaviors on the network. The highest authorization of the system will only be granted to the trustworthy personnel for management after the discreet evaluation. The network authorization for personnel leaving the Company or retires will be cancelled pursuant to the information security regulations and procedures. There is a backup host for the main host server of the network, so that the critical system operation will not be interrupted in the event that the main operation host is not functioning properly. The uninterrupted power system is adopted in the network hardware equipment to prevent the abnormal power shut down. After inspecting the aforementioned critical items, the Company does not have the significant risk of information security.
VII. Other important matters: None.
120
Ei ht. S ecial Disclosures g p
2020 Annual Re ort p
I. Related information of affiliated companies:
(I) Affiliated business merger report: None.
(According to Article 369-12 of the Company Act, subsidiary companies need not
prepare an affiliated business merger report)
Organization chart of affiliated companies
First Copper Technology Co., Ltd. Organization Chart of Affiliated Companies
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2020
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Control
and subsidiaries
Hua Eng Wire First Copper
& Cable Co., Technology
39.44%
Ltd. Co., Ltd.
----- End of picture text -----
Remark: Control and subsidiary relationships
First Copper Technology Co., Ltd accepts Hua Eng Wire & Cable Co., Ltd.’s control of financial and business operations.
Hua Eng Wire & Cable Co., Ltd. is the controlling company, and First Copper Technology Co., Ltd. is a subsidiary company.
(II) Consolidated financial statements of related companies: None.
121
Ei ht. S ecial Disclosures g p
2020 Annual Re ort p
(III) Relationship report
Statements
The Company’s Affiliation Report for 2020 (from January 1, 2020, to December 31, 2020) has been prepared in accordance with the "Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of
Affiliated Enterprises", and there are no material discrepancies between the information disclosed in it and the relevant information disclosed in the notes to the financial report of the same period.
Hereby Declared
Company name: First Copper Technology Co., Ltd.
Responsible person: Liu Chung-Jen
March 22, 2021
122
Ei ht. S ecial Disclosures g p
2020 Annual Re ort p
CPA’s Review Opinion of the Affiliation Report
Recipient: First Copper Technology Co., Ltd.
The 2020 Affiliation Report of First Copper Technology Co., Ltd. has been reviewed by us according to the provisions in letter Tai-Cai-Jing-(6)-Zi No. 04448 from the Securities and Futures Commission, Ministry of Finance, dated November 30, 1999.This review work is to determine whether the 2020 Affiliation Report of First Copper Technology Co., Ltd. was prepared in accordance with the requirements in the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises”, and whether there are any discrepancies between the information disclosed in it and the relevant information disclosed by us in the notes to the financial report of the same period that was audited by us on March 22, 2021, and to issue a review opinion accordingly.
According to our review results, no violation of the requirements in the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” has been found in the preparation of the above-mentioned Affiliation Report, nor have any discrepancies been found between the information disclosed in the above-mentioned Affiliation Report and the relevant information disclosed in the notes to the financial report of the same period.
KPMG Taiwan
Certified public accountant: Yang Po-Jen
March 22, 2021
123
Ei ht. S ecial Disclosures g p
2020 Annual Re ort p
1. Overview of the relationship between the subsidiary company
and the controlling company
| December 31,2020;Units: Shares,% | December 31,2020;Units: Shares,% | December 31,2020;Units: Shares,% | December 31,2020;Units: Shares,% | December 31,2020;Units: Shares,% | ||
|---|---|---|---|---|---|---|
| Name of controlling company |
Reason for control | Shareholding and pledge status of the controlling company |
Circumstances of the controlling company’s assignment of personnel to serve as directors, supervisors,or managers |
|||
| Number of shareholding |
Percentage of shareholding |
Number of pledged shares |
Title |
Name | ||
| Hua Eng Wire & Cable Co., Ltd. |
Substantial ownership (The Company controls the Company’s financial |
141,818,196 |
39.44% |
─ | Director | Liu Tsung-Jen, Lin Min-Shiang |
2. Intercompany transactions
(1) Purchase and sales transactions
The purchase and sales transactions between the company and the controlling company Hua Eng Wire & Cable Co., Ltd. are as follows:
Units: NTD Thousand: %
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Trading terms Accounts receivable Overdue accounts
Transactions with controlling company with controlling company General trading terms (payable), bills receivable
Percentage
of total
Percentage Difference Allowance Note
purchased (sold) Goods [Amount ] purchases of total Gross profit Average unit price (NTD) period Credit Unit price (NTD) period [Credit ] Cause Balance accounts and bills Amount [Action ] taken bad debts for
(sales)
receivable
(payable)
Sales revenue 5,104 0.23% 20.0% 295~340 1 month No same 1-3 - 471 0.27% None
~ trading conditions months
29.4% for comparison
Purchase 35,103 1.90% 155 ~ 201 1 month No same 1-3 - (10,921) (9.99)%
expenses trading conditions months
for comparison
----- End of picture text -----
(2) Property transactions: None.
(3) Financing: None.
(4) Asset leasing
124
Ei ht. S ecial Disclosures g p
2020 Annual Re ort p
Asset leasing between the Company and controlling company Hua Eng Wire & Cable Co., Ltd. is as follows:
Unit: NTD Thousand
| Transaction type (Rental or lease) |
Subject matter |
Subject matter |
Rental period |
Nature of lease |
Basis for rental decision |
Collection (payment) method |
Comparison with general rent levels |
Total rent for the period |
Current payment status |
Other matters agreed to |
|---|---|---|---|---|---|---|---|---|---|---|
| Designation | Location | |||||||||
| Lease | Office | Kaohsiung City 4F, No. 170. Chung Cheng 4th Rd. |
2020.01.01 ~2020.12.31 |
Business lease |
Negotiation Price |
One payment per month |
No significant difference |
240 | Normal | None |
(5) Others
The Company signed the management service contract with Hua Eng Wire & Cable Co., Ltd., who provides services of computer, accounting, procurement, and general affairs. The contract period is one year (from 2020.01.01 to 2020.12.31). The Company paid the management service fee of NT$19,200 thousand provided in the contract in 2020.
3. Endorsements / guarantees provided: None.
-
II. Handling of privately placed securities in the most recent year and as of the date of publication of the annual report: None.
-
III. Status of holding or disposing of the Company’s stocks by subsidiaries in the most recent year and as of the date of publication of the annual report: None.
IV. Other necessary supplementary explanations: None.
- Nine. In the most recent year and as of the printing date of the annual report, the occurrence of the matters that have a significant impact on shareholders' equity or securities prices as specified in Article 36 Paragraph 2, Item 2 of the Securities and Exchange Act: None.
125
Independent Auditors’ Report
To the Board of Directors FIRST COPPER TECHNOLOGY CO., LTD.
Opinion
We have audited the financial statements of FIRST COPPER TECHNOLOGY 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, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters we judged shall be presented in the financial report as follows:
Valuation of inventory
Please refer to Note 4(g) for significant accounting policies on inventories and Note 5 for significant accounting assumptions and judgment, and major sources of estimation uncertainty. Information regarding the inventory is shown in Note 6(f) of the financial statements. Description of key audit matter:
The Company's inventories are copper products which are measured at the lower of cost and net realizable value. Since the selling price is affected by copper price which fluctuates wildly in recent years, the valuation of inventory is one of the key areas our audit focused on.
126
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures include assessing the reasonableness of inventory valuation and obsolescence, and evaluating the assumptions made by the management; corroborating, on a sample basis, by testing the accuracy of inventory aging, examining their net realizable value to the recent sales records and making an analysis on the trend of international copper price fluctuations.
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 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 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 auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
127
-
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.
-
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 this 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.
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 Po Jen, Yang and Cheng Lung, Hsu.
KPMG
Taipei, Taiwan (Republic of China) March 22, 2021
Notes to Readers
The accompanying financial statements are intended only to present the statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ audit report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and financial statements, the Chinese version shall prevail.
128
4 (English Translation of Financial Statements Originally Issued in Chinese) FIRST COPPER TECHNOLOGY 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)) 1150 Notes receivable (note 6(d)) 1172 Accounts receivable (note 6(d)) 1180 Accounts receivable from related parties (notes 6(d) and 7) 1200 Other receivables (notes 6(d) and (e)) 130X Inventories (note 6(f)) 1470 Other current assets (note 6(j)) Total current assets 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 (note 6(h)) 1760 Investment property, net (notes 6(i) and (n)) 1840 Deferred tax assets (note 6(p)) 1915 Prepayments for equipment 1920 Refundable deposits (note 6(e)) 1975 Net defined benefit asset, non-current (note 6(o)) Total non-current assets Total assets |
December 31, 2020 Amount % $ 77,189 1 220,944 4 2,246 - 174,500 3 471 - 8,029 - 1,298,992 22 72,409 1 |
December 31, 2020 Amount % $ 77,189 1 220,944 4 2,246 - 174,500 3 471 - 8,029 - 1,298,992 22 72,409 1 |
December 31, 2019 Amount % 374,733 7 211,000 4 2,330 - 152,058 3 100 - 9,622 - 1,231,771 24 8,517 - 1,990,131 38 2,078,483 39 97 - 871,860 16 232,111 4 55,004 1 67,960 2 6 - - - 3,305,521 62 5,295,652 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings (note 6(k)) 2110 Short-term notes and bills payable (note 6(l)) 2150 Notes payable (note 6(o)) 2170 Accounts payable 2180 Accounts payable to related parties (note 7) 2200 Other payables (note 6(o)) 2300 Other current liabilities (notes 6(m) and (s)) Total current liabilities Non-Current liabilities: 2570 Deferred tax liabilities (note 6(p)) 2640 Net defined benefit liability, non-current (note 6(o)) Total non-current liabilities Total liabilities Equity (note 6(q)): 3110 Ordinary share 3300 Retained earnings: 3320 Special reserve 3350 Deficit yet to be compensated 3400 Other equity interest Total equity Total liabilities and equity |
Amount | % | Amount |
|---|---|---|---|---|---|---|
| Amount $ 77,189 220,944 2,246 174,500 471 8,029 1,298,992 72,409 |
Amount 374,733 211,000 2,330 152,058 100 9,622 1,231,771 8,517 |
|||||
1,223,804 20 1,345,106 26 |
||||||
265,888 4 265,313 5 - - 7,662 - |
||||||
1,854,780 |
31 | 1,990,131 |
||||
2,858,271 98 1,027,148 228,840 52,008 12,788 7 4,471 |
47 - 17 4 1 - - - |
2,078,483 97 871,860 232,111 55,004 67,960 6 - |
||||
265,888 4 272,975 5 |
||||||
1,489,692 24 1,618,081 31 |
||||||
3,596,222 60 3,596,222 68 |
||||||
652,495 11 652,495 12 (101,952) (2) (188,132) (4) |
||||||
550,543 9 464,363 8 |
||||||
401,954 7 (383,014) (7) |
||||||
4,183,631 |
69 |
3,305,521 |
||||
4,548,719 76 3,677,571 69 |
||||||
$ 6,038,411 100 5,295,652 100 |
||||||
| $ 6,038,411 |
100 | 5,295,652 | ||||
December 31, 2020 December 31, 2019
See accompanying notes to financial statements.
129
(English Translation of Financial Statements Originally Issued in Chinese) FIRST COPPER TECHNOLOGY CO., LTD. Statements of Comprehensive Income For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars , Except for Earnings per share)
| 4100 Operating revenues (notes 6(s) and 7) 5000 Operating costs (notes 6(f), (o), (t),7 and 12) 5900 Gross loss 6000 Operating expenses (notes 6(o), (t), 7 and 12) 6900 Operating loss 7000 Non-operating income and expenses (notes 6(n) and (u)): 7100 Interest income 7010 Other income 7020 Other gains and losses, net 7050 Finance costs 7060 Share of profit of associates and joint ventures accounted for using equity method, net (note 6(g)) 7900 Profit (loss) before income tax 7950 Less: Income tax expenses (benefit) (note 6(p)) 8200 Profit (loss) 8300 Other comprehensive income (loss): 8310 Item that may not be reclassified subsequently to profit or loss 8311 Remeasurements of defined benefit plans 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income (note 6(q)) 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss (note 6(p)) 8300 Other comprehensive income (after tax) 8500 Comprehensive income Earnings per share (note 6(r)): 9750 Basic earnings per share (in New Taiwan Dollars) 9850 Diluted earnings per share (in New Taiwan Dollars) |
2020 | % 100 101 |
2019 | % 100 104 |
|---|---|---|---|---|
| Amount $ 2,260,596 2,281,757 |
Amount 2,544,943 2,636,550 |
|||
(21,161) 54,742 |
(1) 2 |
(91,607) 53,538 |
(4) 2 |
|
(75,903) |
(3) | (145,145) |
(6) | |
32 158,298 6,382 (7,771) 1 |
- 7 - - - |
74 18,608 34,770 (8,123) 4 |
- 1 1 - - |
|
| 156,942 |
7 | 45,333 | 2 | |
81,039 1,829 |
4 - |
(99,812) (470) |
(4) - |
|
79,210 |
4 | (99,342) |
(4) | |
8,712 784,968 1,742 |
- 35 - |
(4,915) 155,771 - |
- 6 - |
|
791,938 |
35 | 150,856 | 6 | |
791,938 |
35 | 150,856 |
6 | |
$ 871,148 |
39 | 51,514 |
2 | |
$ |
0.22 | (0.28) | ||
| $ | 0.22 | (0.28) |
See accompanying notes to financial statements.
130
(English Translation of Financial Statements Originally Issued in Chinese) FIRST COPPER TECHNOLOGY CO., LTD. Statements of Changes in Equity For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)
| Balance at January 1, 2019 Loss for the year ended December 31,2019 Other comprehensive income for the year ended December 31,2019 Total comprehensive income for the year ended December 31,2019 Balance at December 31, 2019 Profit for the year ended December 31,2020 Other comprehensive income for the year ended December 31,2020 Total comprehensive income for the year ended December 31,2020 Balance at December 31, 2020 |
Ordinary shares | Retained earnings | Otherequity |
|---|---|---|---|
| Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income |
|||
| Special reserve Deficit yet to be compensated |
|||
- - (99,342) - (99,342) - - (4,915) 155,771 150,856 |
|||
- - (104,257) 155,771 51,514 |
|||
3,596,222 652,495 (188,132) (383,014) 3,677,571 |
|||
- - 79,210 - 79,210 - - 6,970 784,968 791,938 |
|||
- - 86,180 784,968 871,148 |
|||
$ 3,596,222 652,495 (101,952) 401,954 4,548,719 |
See accompanying notes to financial statements.
131
(English Translation of Financial Statements Originally Issued in Chinese) FIRST COPPER TECHNOLOGY 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 (loss) before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Net loss on financial assets at fair value through profit or loss Interest expense Interest income Dividend income Share of profit of associates and joint ventures accounted for using equity method Loss (gain) on disposal of property, plant and equipment Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Net changes in operating assets: Decrease in notes receivable Decrease (increase) in accounts receivable Increase in accounts receivable from related parties Decrease (increase) in other receivables Decrease (increase) in inventories Decrease (increase) in other current assets Net changes in operating assets Net changes in operating liabilities: Decrease in notes payable Increase (decrease) in accounts payable Increase in accounts payable to related parties Increase (decrease) in other payable Increase (decrease) in other current liabilities Decrease in net defined benefit liability Net changes in operating liabilities Net changes in operating assets and liabilities Total adjustments Cash inflow (outflow) generated from operations Interest received Dividends received Interest paid Net cash flows from operating activities Cash flows used in investing activities: Proceeds from capital reduction of equity instrument at fair value through other comprehensive income Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase (decrease) in refundable deposits Increase in prepayments for equipment Net cash flows used in investing activities Cash flows from (used in) financing activities: Increase (decrease) in short-term borrowings Increase in short-term notes and bills payable Increase (decrease) in guarantee deposits received Net cash flows from (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2020 $ 81,039 |
2019 (99,812) |
|---|---|---|
64,851 (9,944) 7,771 (32) (143,653) (1) (394) |
62,513 (42,054) 8,123 (74) (5,011) (4) 24 |
|
(81,402) |
23,517 | |
84 (22,442) (371) 1,597 (67,221) (63,892) |
3,709 67,567 (100) (208) 125,901 7,969 |
|
(152,245) |
204,838 |
|
(207) 8,806 5,537 5,603 9,582 (3,421) |
(687) (41,589) 717 (1,723) (6,198) (14,756) |
|
25,900 |
(64,236) |
|
(126,345) |
140,602 |
|
(207,747) |
164,119 |
|
(126,708) 28 143,653 (2,338) |
64,307 74 5,011 (2,700) |
|
14,635 |
66,692 |
|
5,180 (161,496) 394 (1) - |
- (67,639) - - (64,580) |
|
| (155,923) | (132,219) |
|
(249,658) 94,482 (1,080) |
51,506 94,486 810 |
|
(156,256) |
146,802 | |
(297,544) 374,733 |
81,275 293,458 |
|
$ 77,189 |
374,733 |
See accompanying notes to financial statements.
132
(English Translation of Financial Statements Originally Issued in Chinese) FIRST COPPER TECHNOLOGY 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:
First Copper Technology Co., Ltd. (the Company) was incorporated on July 8, 1969. The Company's registered address is 4F, No. 170, Chung Cheng 4th Road, Kaohsiung, Taiwan. The Company is engaged in the manufacture and sale of copper wire and copper plate, and the processing of scrap iron and copper. The Company's common shares were listed on the Taiwan Stock Exchange (TWSE).
The Company's parent company is Hua Eng Wire & Cable Co., Ltd.
(2) Approval date and procedures of the financial statements:
The financial statements were authorized for issue by the Board of Directors on March 22, 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”
-
(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 not yet to be endorsed by the FSC:
133
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
| Standards or Interpretations Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” Amendments to IAS 16 “Property, Plant and Equipment-Proceeds before Intended Use” Amendments to IAS 37 “Onerous Contracts- Cost of Fulfilling a Contract” Amendments to IAS 1 “Disclosure of Accounting Policies” |
Content of amendment Effective date per IASB The amendments aim to promote consistency in applying the requirements by helping 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. January 1, 2023 The amendments prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognize such sales proceeds and related cost in profit or loss. January 1, 2022 The amendments clarify that the ‘costs of fulfilling a contract’ comprises the costs 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. January 1, 2022 The key amendments to IAS 1 include: ● requiring companies to disclose their material accounting policies rather than their significant accounting policies; ● clarifying that accounting policies related to immaterial transactions, other events or conditions are themselves immaterial and as such need not be disclosed; and January 1, 2023 |
Effective date per IASB |
|---|---|---|
134
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
- clarifying that not all accounting policies that relate to material transactions, other events or conditions are themselves material to a company’s financial statements.
Amendments to IAS 8 “Definition of Accounting Estimates”
The amendments introduce a new January 1, 2023 definition for accounting estimates: clarifying that they are monetary amounts in the financial statements that are subject to measurement uncertainty.
The amendments also clarify the relationship between accounting policies and accounting estimates by specifying that a company develops an accounting estimate to achieve the objective set out by an accounting policy.
135
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
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 not 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”
-
Annual Improvements to IFRS Standards 2018-2020
-
Amendments to IFRS 3 “Reference to the Conceptual Framework”
(4) Summary of significant accounting policies:
The significant accounting policies presented in the financial statements are summarized as follows. Except for those specifically indicated, 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 as “the Regulations”) and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations endorsed and issued into effect by the FSC (hereinafter referred to as the IFRSs endorsed by the FSC).
-
(b) Basis of preparation
-
(i) Basis of measurement
Except for the following significant accounts, the financial statements have been prepared on the historical cost basis:
- 1) Financial assets at fair value through profit or loss are measured at fair value;
136
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
-
2) Financial assets at fair value through other comprehensive income are measured at fair value;
-
3) The defined benefit liabilities (assets) are recognized as the present value of the defined benefit obligation less the fair value of pension fund assets and the re-measurement of the effect of the asset ceiling as stated in note 4(o).
-
(ii) Functional and presentation currency
The functional currency of entity 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
Transactions in foreign currencies are translated into the respective functional currencies of the Company at 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 translation.
Exchange differences are generally recognized in profit or loss, except for those differences relating to the following, which are recognized in other comprehensive income:
(i) an investment in equity securities designated as at fair value through other comprehensive income;
(ii) a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; or
(iii) qualifying cash flow hedges to the extent that the hedges are effective.
- (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.
-
(i) It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;
-
(ii) It is held primarily for the purpose of trading;
-
(iii) It is expected to be realized within twelve months after the reporting period; or
-
(iv) The asset is cash and 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.
137
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
A liability is classified as current under one of the following criteria, and all other liabilities are classified as non-current.
-
(i) It is expected to be settled in the normal operating cycle;
-
(ii) It is held primarily for the purpose of trading;
-
(iii) It is due to be settled within twelve months after the reporting period; or
-
(iv) It does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
(e) Cash and cash equivalents
Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits which meet the above definition and are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes should be recognized as cash equivalents.
(f) Financial instruments
Trade receivables and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.
(i) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
On initial recognition, a financial asset is classified as measured at: amortized cost; Fair value through other comprehensive income (FVOCI) – debt investment; FVOCI – equity investment; or FVTPL.
Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.
- 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:
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FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
-
‧ it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
-
‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
-
2)
-
Fair value through other comprehensive income (FVOCI )
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
-
‧ it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
-
‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Some accounts receivables are held within a business model whose objective is achieved by both collecting contractual cash flows and selling by the Company, therefore, those receivables are measured at FVOCI and presented as accounts receivable.
On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.
Debt investments at FVOCI are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in other comprehensive income. On derecognition, gains and losses accumulated in other comprehensive income are reclassified to profit or loss.
Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.
Dividend income 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
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FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.
- 4) Business model assessment
The Company makes an assessment of the objective of the business model in which a financial asset is held at portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:
-
‧ the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether the management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities, or expected cash outflows, or realizing cash flows through the sale of the assets;
-
‧ how the performance of the portfolio is evaluated and reported to the Company’s management;
-
‧ the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;
-
‧ how managers of the business are compensated ─ e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and
-
‧ the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered as sales for this purpose, and are consistent with the Company’s continuing recognition of the assets.
Financial assets that are held for trading or are managed, and whose performance is evaluated on a fair value basis, are measured at FVTPL.
140
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
- 5) Assessment whether contractual cash flows are solely payments of principal and interest
For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial assets on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs, as well as a profit margin.
In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows, such that it would not meet this condition. In making this assessment, the Company considers:
-
‧ contingent events that would change the amount or timing of cash flows;
-
‧ terms that may adjust the contractual coupon rate, including variable rate features;
-
‧ prepayment and extension features;and
-
‧ terms that limit the Company’s claim to cash flows from specified assets (e.g. non-recourse features).
141
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
- 6) 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, notes and accounts receivable, other receivables and guarantee deposit paid), debt investments measured at FVOCI and contract assets.
The Company measures its 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 deposit for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.
Loss allowance for accounts receivable and contract assets are always measured at an amount equal to lifetime ECL.
The Company considers its financial instrument to have low credit risk when it is in low default risk, and the debtor has strong ability to perform contractual obligations to the current cash flow if adverse change in economic and business conditions may (not necessarily) reduce the debtor's ability to perform its obligations to the cash flow over a longer period of time.
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.
The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due.
The Company considers a financial asset to be in default when the financial asset is more than 180 days past due or the debor is unlikely to pay its credit obligations to the Company in full.
Lifetime ECL are the ECL that result from all possible default events over the expected life of a financial instrument.
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FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
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 instrument at FVOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial assets is credit-impaired includes the following observable data:
-
‧ significant financial difficulty of the borrower or issuer;
-
‧ a breach of contract such as a default or being more than 180 days 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.
143
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
7) Derecognition of financial assets
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
The Company enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.
144
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
(ii) Financial liabilities and equity instruments
- 1) Classification of debt or equity
Debt and equity instruments issued by the Company are classified as financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
2) Equity instrument
An equity instrument is any contract that evidences residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the direct cost of issuing.
3) 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.
145
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
(g) Inventories
Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on weighted average costing principle and includes expenditure incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing them to their present location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity.
Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
(h) Investment in associates
Associates are those entities in which the Company has significant influence, but not control or joint control, over the 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 those associates, after adjustments to align the accounting policies with those of the Company from the date on which significant influence commences until the date on which significant influence ceases. The Company recognizes any changes of its proportionate share in the investee within capital surplus, when an associate's equity changes due to reasons other than profit and loss or comprehensive income, which did not result in changes in actual significant influence.
Unrealized gains and losses resulting from the 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 interest in associates, 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 property
Investment property is the property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, for 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.
146
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
Rental income from investment property is recognized as other revenue on a straight-line basis over the term of the lease. Lease incentives granted are recognized as an integral part of the total rental income, over the term of the lease.
-
(j) Property, plant and equipment
-
(i) Recognition and measurement
Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.
- (ii) Subsequent expenditure
Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.
- (iii) Depreciation
Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment.
Land is not depreciated.
The estimated useful lives for the current and comparative years are as follows:
| 1) | Buildings | 2 to 50 years |
|---|---|---|
| 2) | Machinery and equipment | 2 to 25 years |
| 3) | Other equipment | 2 to 10 years |
Depreciation methods, useful lives and residual values are reviewed at each annual reporting date and adjusted if appropriate.
- (iv) Reclassification to investment property
A property is reclassified to investment property at its carrying amount when the use of the property changes from owner-occupied to investment property.
147
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
-
(k) Lease
-
(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:
-
- 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
-
- the customer has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and
-
- the customer has the right to direct the use of the asset throughout the period of use only if either:
-
(1) the customer has the right to direct how and for what purpose the asset is used throughout the period of use; or
-
(2) 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.
On the date of lease establishment or reassessment of whether the contract includes a lease, the Company allocates the consideration in the contract to each lease on the basis of their relative stand-alone price.
148
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
- (ii) As a lessee
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;
-
- 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 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 modification
149
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.
When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Company accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.
The Company presents right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the statement of balance sheets.
The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases of office space and parking space that have a lease term of 12 months or less and leases of low-value assets. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
- (iii) As a lessor
When the Company acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
The Company recognizes lease payments received under operating leases as income on a straight-line basis over the lease term as part of rental income.
150
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
(l) Impairment of non-financial assets
At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.
For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash-generating units (CGUs).
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.
An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.
Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
- (m) Provisions
A provision is recognized if, as a result of a past event, the Company has a present obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.
-
(n) Revenue
-
(i) Revenue from contracts with customers
Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Company’s main types of revenue are explained below.
- 1) Sale of goods
The Company recognizes revenue when control of the products has been transferred, being when the products are delivered to the customer, the customer has full discretion
151
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
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 provision have lapsed, or the Company has objective evidence that all criteria for acceptance have been satisfied.
The Company grants its customers the right to return the product within a period. Therefore, the Company reduces revenue by the amount of expected returns and recognizes a refund liability and a right to the returned goods. Accumulated experience is used to estimate such returns at the time of sale in past. Because the number of products returned has been steady for years, it is highly probable that a significant reversal in the cumulative revenue recognized will not occur. At each reporting date, the Company reassesses the estimated amount of expected returns.
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) 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 the payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.
(ii) Contract costs
- 1) Incremental costs of obtaining a contract
The Company recognizes as an asset the incremental costs of obtaining a contract with a customer if the Company expects to recover those costs. The incremental costs of obtaining a contract are those costs that the Company incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained. Costs to obtain a contract that would have been incurred regardless of whether the contract was obtained shall be recognized as an expense when incurred, unless those costs are explicitly chargeable to the customer regardless of whether the contract is obtained.
The Company applies the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less.
2) Costs to fulfil a contract
If the costs incurred in fulfilling a contract with a customer are not within the scope of another Standard (for example, IAS 2 Inventories, IAS 16 Property, Plant and Equipment or IAS 38 Intangible Assets), the Company recognizes an asset from the costs incurred to fulfil a contract only if those costs meet all of the following criteria:
- ‧ the costs relate directly to a contract or to an anticipated contract that the Company can specifically identify;
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FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
-
‧ the costs generate or enhance resources of the Company that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and
-
‧ the costs are expected to be recovered.
General and administrative costs, costs of wasted materials, labor or other resources to fulfil the contract that were not reflected in the price of the contract, costs that relate to satisfied performance obligations (or partially satisfied performance obligations), and costs for which the Company cannot distinguish whether the costs relate to unsatisfied performance obligations or to satisfied performance obligations (or partially satisfied performance obligations), the Company recognizes these costs as expenses when incurred.
-
(o) Employee benefits
-
(i) Defined contribution plans
Obligations for contributions to defined contribution plans are expensed as the related service is provided.
(ii) Defined benefit plans
The Company’s net obligation in respect of defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.
The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.
153
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
- (iii) Short-term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
(p) Income taxes
Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes shall be recognized in profit or loss.
Current taxes comprise the expend tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.
Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:
-
(i) Temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction;
-
(ii) Temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
-
(iii) Taxable temporary differences arising on the initial recognition of goodwill.
Deferred taxes shall be measured at the 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:
-
(i) The Company has a legally enforceable right to set off current tax assets against current tax liabilities; and
-
(ii) The deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:
-
1) the same taxable entity; or
-
2) different taxable entities which intends 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.
154
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improves.
(q) Earnings per share
The Company discloses the Company's basic and diluted earnings per share attributable to common shares holders of the Company. The basic earnings per share are calculated as the profit attributable to the common shareholders of the Company divided by the weighted-average number of common shares outstanding. The diluted earnings per share are calculated as the profit attributable to common shareholders of the Company divided by the weighted-average number of common shares outstanding after adjustment for the effects of all dilutive potential common shares, such as employee remuneration not yet resolved by the shareholders.
(r) Operating segments
An operating segment is a component of the Company 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 Company). Operating results of the operating segment are regularly reviewed by the Company's chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance. Each operating segment consists of standalone financial information.
155
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty:
The preparation of the financial statements in conformity with the Regulations and the IFRSs endorsed by the FSC requires management to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.
The management continues to monitor the accounting estimates and assumptions. It recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the following period.
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year is as follows. Those assumptions and estimation have been updated to reflect the impact of COVID-19 pandemic:
Valuation of inventories
Because the Company's selling price is affected by international copper price, there is an uncertainty risk on the estimation of inventories' net realizable value resulting from the copper price fluctuations. Please refer to note 6(f) for further description of the valuation of inventories.
The Company’s accounting policies and disclosing include measuring financial and non-financial assets at fair value. The Company’s financial instrument valuation group conducts independent verification on fair value by using data sources that are independent, reliable, and representative of exercise prices. This financial instrument valuation group also periodically adjusts valuation models, conducts back-testing, renews input data for valuation models, and makes all other necessary fair value adjustments to assure the rationality of fair value.
When measuring the fair value of an asset, the Company uses market observable data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.
156
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
-
(a) Level 1: quoted prices (unadjusted) in active markets for identified assets or liabilities.
-
(b) Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
-
(c) Level 3: inputs for the assets or liability that are not based on observable market data (unobservable inputs).
For any transfer within the fair value hierarchy, the impact of the transfer is recognized on the reporting date.
(6) Explanation of significant accounts:
- (a) Cash and cash equivalents
| Cash and cash on hand Checking deposits and demand deposits Cash and cash equivalents in the statement of cash flows |
December 31, 2020 $ 128 77,061 |
December 31, 2019 202 374,531 |
|---|---|---|
$ 77,189 |
374,733 |
|
Please refer to note 6(v) for the exchange rate risk, sensitivity analysis and credit risk of the financial assets of the Company.
- (b) Financial assets at fair value through profit or loss
| Mandatorily measured at fair value through profit or loss: Non-derivative financial assets Stock listed on domestic markets |
December 31, 2020 $ 220,944 |
December 31, 2019 211,000 |
|---|---|---|
For the net gain or loss on financial assets at FVTPL, please refer to note 6(u).
157
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
- (c) Financial assets at fair value through other comprehensive income
Equity investments at fair value through other comprehensive income: Listed common shares-Hua Eng Wire & Cable Co., Ltd. Unlisted common shares-Global Corporation Liquidation receivables of Global Corporation (from remaining property distribution) Total |
December 31, 2020 $ 2,857,324 - 947 |
December 31, 2019 2,075,210 3,273 - 2,078,483 |
|---|---|---|
| $ 2,858,271 |
The Company designated its equity investments shown above as at fair value through other comprehensive income because these equity investments that the Company intend to hold for long-term strategic purposes.
During the years ended December 31, 2020 and 2019, the dividend income of $139,192 and $104, respectively, related to equity investments at fair value through other comprehensive income held on the years then ended, were recognized.
The Company owns 32.96% common shares outstanding of its parent company, Hua Eng Wire & Cable Co., Ltd. (Hua Eng), for finance management, wherein Hua Eng deemed such shares as treasury stock.
The amount of cash refunded from capital reduction of Global Corporation in 2020 was $5,180.
No strategic investments were disposed of as of December 31, 2020 and 2019, and there were no transfers of any cumulative gain or loss within equity relating to these investments.
For market risk information, please refer to note 6(v).
The Company did not provide above financial assets at fair value through other comprehensive income as collateral or restricted.
- (d) Notes and accounts receivable (Including related and non-related parties)
| Notes receivable from operating activities Accounts receivable (including related parties) — measured at amortized cost Accounts receivable — measured at fair value through other comprehensive income Less: Loss allowance Classified as: Notes receivable Accounts receivable Accounts receivable from related parties |
December 31, 2020 $ 2,246 162,160 12,811 - |
December 31, 2019 2,330 147,639 4,519 - |
|---|---|---|
| $ 177,217 |
154,488 |
|
$ 2,246 174,500 471 |
2,330 152,058 100 |
|
| $ 177,217 |
154,488 |
158
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
The Company has assessed a portion of its accounts receivable that was held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; therefore, such accounts receivable was measured at fair value through other comprehensive income.
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, notes and accounts receivable 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:
Non-overdue Overdue Non-overdue Overdue |
December 31, 2020 Gross carrying amount of notes and accounts receivable Weighted-avera ge loss rate $ 177,217 - - - $ 177,217 December 31, 2019 Gross carrying amount of notes and accounts receivable Weighted- average loss rate $ 154,488 - - - $ 154,488 |
December 31, 2020 Gross carrying amount of notes and accounts receivable Weighted-avera ge loss rate $ 177,217 - - - $ 177,217 December 31, 2019 Gross carrying amount of notes and accounts receivable Weighted- average loss rate $ 154,488 - - - $ 154,488 |
Loss allowance provision - - |
|---|---|---|---|
- |
|||
Weighted- average loss rate - - |
Loss allowance provision - - |
||
| $ 154,488 |
- |
The movement in the allowance for notes and accounts receivable were as follows:
| Balance at January 1 (Balance at December 31) | 2020 $ - |
2019 - |
|---|---|---|
The Company did not provide notes and accounts receivable as collateral or restricted. For further credit risk information, please refer to note 6(v).
159
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
The Company entered into separate factoring agreements with different financial institutions to sell its accounts receivable. Under the agreements, the financial institution is required to bear the credit risk of un-collection of accounts receivable due to any non-business dispute or financial difficulty. The Company derecognized the above accounts receivable because it has transferred substantially all of the risks and rewards of their ownership, and it does not have any continuing involvement in them. The amounts receivable from the financial institutions were recognized as other receivables upon the derecognition of those accounts receivable. The Company sold its accounts receivable without recourse as follows:
| Purchaser Taishin Bank CTBC Bank CTBC Bank |
December 31, 2020 | December 31, 2020 | December 31, 2020 | |||
|---|---|---|---|---|---|---|
| Amount derecognized $ 10,624 22,664 2,162 |
Amount advanced Unpaid paid 9,561 7,027 20,398 20,398 1,946 - 27,425 |
Amount recognized in other receivables 3,597 2,266 2,162 8,025 |
Range of interest rate 0.86%~0.93% 0.93% - |
Significant transferring terms |
||
| Unpaid 9,561 20,398 1,946 |
||||||
None None None |
||||||
$ 35,450 |
27,425 |
| Purchaser Taishin Bank CTBC Bank CTBC Bank |
December 31, 2019 | December 31, 2019 | December 31, 2019 | |||
|---|---|---|---|---|---|---|
| Amount derecognized $ 16,337 26,270 2,980 |
Amount advanced Unpaid paid 14,704 14,704 23,643 21,728 2,682 - 36,432 |
Amount recognized in other receivables 1,633 4,542 2,980 9,155 |
Range of interest rate 2.75%~2.88% 2.80% - |
Significant transferring terms |
||
| Unpaid 14,704 23,643 2,682 |
||||||
None None None |
||||||
$ 45,587 |
36,432 |
160
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
(e) Other receivables and refundable deposits
| Other receivables - factoring accounts receivable Other receivables - purchasing price different of materials Other receivables - others Refundable deposits Less: Loss allowance Classified as: Other receivables Refundable deposits |
December 31, 2020 $ 8,025 - 4 7 - |
December 31, 2019 9,155 467 - 6 - 9,628 9,622 6 9,628 |
|---|---|---|
| $ 8,036 |
||
$ 8,029 7 |
||
| $ 8,036 |
For further credit risk information, please refer to note 6(v).
(f) Inventories
Finished goods Work in progress Raw materials and supplies Inventory in transit The details of the cost of sales were as follows: Inventory that has been sold Write- down of inventories (reversal of write-down) Unallocated production overheads Others |
December 31, 2020 $ 147,935 576,726 406,701 167,630 |
December 31, 2019 186,817 562,264 439,224 43,466 1,231,771 2019 2,599,931 (3,765) 45,332 (4,948) 2,636,550 |
|---|---|---|
$ 1,298,992 |
||
2020 $ 2,251,711 (25,088) 59,300 (4,166) |
||
$ 2,281,757 |
The Company did not provide any inventories as collateral or restricted.
161
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
- (g) 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:
| December 31, 2020 December 31, 2019 Associates $ 98 97 The Company's financial information for investments accounted for using the equity method that are individually insignificant was as follows: |
December 31, 2020 $ 98 |
December 31, 2019 97 |
|---|---|---|
| Carrying amount of individually insignificant associates’ equity Attributable to the Company: Profit from continuing operations Other comprehensive income Total comprehensive income |
December 31, 2020 $ 98 2020 $ 1 - |
December 31, 2019 97 2019 4 - |
|---|---|---|
| $ 1 |
4 |
The Company did not provide any investments accounted for using the equity method as collateral for its loans.
162
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
(h) Property, plant and equipment
The Cost and depreciation of the property, plant and equipment of the Company were as follows:
| Cost or deemed cost: Balance at January 1, 2020 Additions Reclassifications Disposals Balance at December 31, 2020 Balance at January 1, 2019 Additions Reclassifications Disposals Balance at December 31, 2019 Depreciation: Balance at January 1, 2020 Depreciation Disposals Balance at December 31, 2020 Balance at January 1, 2019 Depreciation Disposals Balance at December 31, 2019 Carrying amounts: Balance at December 31, 2020 Balance at January 1, 2019 Balance at December 31, 2019 |
Land $ 515,430 - - - |
Buildings 356,939 4,762 14,823 - |
Machinery and equipment 3,404,077 28,139 24,287 (8,270) |
Other equipment 30,258 550 - (231) |
Construction in progress and testing equipment 21,096 183,417 (39,110) - |
Total 4,327,800 216,868 - (8,501) |
|---|---|---|---|---|---|---|
| $ 515,430 |
376,524 |
3,448,233 |
30,577 |
165,403 |
4,536,167 |
|
$ 515,430 - - - |
350,669 6,270 - - |
3,376,335 29,470 10,340 (12,068) |
30,165 463 - (370) |
- 31,436 (10,340) - |
4,272,599 67,639 - (12,438) |
|
| $ 515,430 |
356,939 |
3,404,077 |
30,258 |
21,096 |
4,327,800 |
|
$ - - - |
272,757 9,559 - |
3,155,827 51,027 (8,270) |
27,356 994 (231) |
- - - |
3,455,940 61,580 (8,501) |
|
| $ - |
282,316 |
3,198,584 |
28,119 |
- |
3,509,019 |
|
| $ - - - |
263,905 8,852 - |
3,118,692 49,179 (12,044) |
26,603 1,123 (370) |
- - - |
3,409,200 59,154 (12,414) |
|
| $ - |
272,757 |
3,155,827 |
27,356 |
- |
3,455,940 |
|
| $ 515,430 |
94,208 |
249,649 |
2,458 |
165,403 |
1,027,148 |
|
$ 515,430 |
86,764 |
257,643 |
3,562 |
- |
863,399 |
|
$ 515,430 |
84,182 |
248,250 |
2,902 |
21,096 |
871,860 |
The property, plant and equipment of the Company has not been pledged as collateral or restricted.
For the gains or losses on disposal of the property, plant and equipment, please refer to note 6(u).
(i) Investment property
The details of investment property were as follows:
| Cost or deemed cost: Balance at January 1, 2020 Balance at December 31, 2020 Balance at January 1, 2019 Balance at December 31, 2019 Depreciation: Balance at January 1, 2020 Depreciation for the year Balance at December 31, 2020 |
Owned property Land and im provements Building and other $ 174,801 92,045 $ 174,801 92,045 $ 174,801 92,045 $ 174,801 92,045 $ - 34,735 - 3,271 $ - 38,006 |
Owned property Land and im provements Building and other $ 174,801 92,045 $ 174,801 92,045 $ 174,801 92,045 $ 174,801 92,045 $ - 34,735 - 3,271 $ - 38,006 |
Total 266,846 |
|---|---|---|---|
$ 174,801 |
92,045 |
266,846 |
|
$ 174,801 |
92,045 |
266,846 |
|
$ 174,801 |
92,045 |
266,846 |
|
$ - - |
34,735 3,271 |
34,735 3,271 |
|
| $ - |
38,006 |
38,006 |
163
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
| Balance at January 1, 2019 Depreciation for the year Balance at December 31, 2019 Carrying amount: Balance at December 31, 2020 Balance at January 1, 2019 Balance at December 31, 2019 Fair value: Balance at December 31, 2020 Balance at December 31, 2019 |
Owned property Land and im provements Building and other $ - 31,376 - 3,359 $ - 34,735 $ 174,801 54,039 $ 174,801 60,669 $ 174,801 57,310 |
Owned property Land and im provements Building and other $ - 31,376 - 3,359 $ - 34,735 $ 174,801 54,039 $ 174,801 60,669 $ 174,801 57,310 |
Owned property Land and im provements Building and other $ - 31,376 - 3,359 $ - 34,735 $ 174,801 54,039 $ 174,801 60,669 $ 174,801 57,310 |
|
|---|---|---|---|---|
| $ - |
34,735 |
|||
| $ 174,801 |
54,039 |
|||
$ 174,801 |
60,669 |
|||
$ 174,801 |
57,310 |
|||
Investment property are leased to third parties under operating leases, as well as properties that are owned by the Company.
The Company did not have any non-cancellable lease or contingent rental. For information about investment property leases, please refer to note 6(n).
As of December 31, 2020 and 2019, the fair value of the investment property was determined based on comparative method and cost method by the Company. The recurring fair value measurement for the investment properties based on the inputs of levels of fair value hierarchy in determining the fair value is classified to Level 3.
Investment property of the Company has not been pledged as collateral or restricted.
- (j) Other current assets
Details of other current assets of the Company were as follows:
Prepaid expenses Prepaid raw materials Excess business tax paid Right to the returned goods Others |
December 31, 2020 $ 477 39,375 23,983 8,445 129 |
December 31, 2019 428 84 2,620 5,030 355 8,517 |
|---|---|---|
| $ 72,409 |
164
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
(k) Short-term borrowings
Details of short-term borrowings of the Company were as follows:
Letters of credit Unsecured loans Total Unused credit lines Range of interest rates |
December 31, 2020 $ 38,742 100,000 $ 138,742 $ 2,572,787 0.80%~1.05% |
December 31, 2019 28,400 360,000 388,400 2,302,365 1.03%~1.15% |
|---|---|---|
The Company did not provide any assets as collateral for short-term borrowings.
Please refer to note 6(v) for exchange rate risk, interest rate risk, sensitive analysis and liquid risk of the financial liabilities of the Company.
(l) Short-term notes and bills payable
Details of short-term notes and bills payable of the Company were as follows:
| Commercial paper payable Range of interest rates |
December 31, 2020 $ 899,719 0.948%~0.95% |
December 31, 2019 799,726 |
|---|---|---|
0.988%~0.998% |
The Company did not provide any assets as collateral for short-term notes and bills payable.
Unused credit lines for short-term notes and bills payable are combined in short-term borrowings, please refer to note 6(k).
165
FIRST COPPER TECHNOLOGY CO., LTD. Notes to the Financial Statements
(m) Other current liabilities
Details of other current liabilities of the Company were as follows:
Advance receipts Refund liabilities Temporary credits Receipts under custody |
December 31, 2020 $ 11,745 9,698 2,135 3 |
December 31, 2019 7,248 6,693 35 23 13,999 |
|---|---|---|
| $ 23,581 |
The amount of refund liabilities was estimated based on the sales contracts, which entitle the customers to rights of return.
(n) Operating lease
The Company leases out its investment property. The Company has classified these leases as operating leases, because it does not transfer substantially all of risks and rewards incidental to the ownership of the assets. Please refer to note 6(i) sets out information about the operating leases of investment property.
A maturity analysis of lease payments, showing the undiscounted lease payments to be received after the reporting date are as follows:
| Less than one year One to two years Total undiscounted lease payments |
December 31, 2020 $ 4,190 - |
December 31, 2019 12,573 4,190 16,763 |
|---|---|---|
| $ 4,190 |
Rental income from investment property amounted to $12,573 in 2020 and 2019, is included in other income in the statements of comprehensive income. The direct expenses including repairs and maintenance arising from income-generating investment property amounted to $2,260 and $2,530 in 2020 and 2019, respectively, are included in other gains and losses in the statements of comprehensive income.
166
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
(o) Employee benefits
(i) Defined benefit plans
Reconciliation of defined benefit obligation at present value and plan asset at fair value were as follows:
| Present value of the defined benefit obligations Fair value of plan assets Net defined benefit liabilities (assets) |
December 31, 2020 $ 98,618 (103,089) |
December 31, 2019 119,333 (111,671) 7,662 |
|---|---|---|
$ (4,471) |
The Company makes defined benefit plan contributions to the labor pension fund account with Bank of Taiwan. Such accounts provide pensions for employees upon retirement. Plans (covered by the Labor Standards Law) entitle retired employees to receive retirement benefits based on years of service and average monthly salary for the six months prior to retirement.
1) Composition of plan assets
The Company allocates its labor pension funds in accordance with the Labor Standards Law, and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. According to the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, the minimum earnings of the funds will be no less than the earnings attainable from two-year time deposits, with interest rates offered by local banks.
167
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
The Company's Bank of Taiwan labor pension reserve account balance amounted to $103,089 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.
2) Movements in present value of the defined benefit obligations
The movements in present value of defined benefit obligations for the Company were as follows:
| Defined benefit obligations at January 1 Current service costs and interest Remeasurement of the net defined benefit liabilities (assets) : –Actuarial loss (gain) arising from change in financial assumptions –Actuarial loss (gain) arising from experience adjustments Benefits paid by the plan Defined benefit obligations at December 31 |
2020 $ 119,333 1,064 1,703 (6,728) (16,754) |
2019 119,613 1,513 3,096 5,288 (10,177) 119,333 |
|---|---|---|
$ 98,618 |
- 3) Movements in the fair value of plan assets
The movements in the fair value of plan assets for the Company were as follows:
| Fair value of plan assets at January 1 Interest income Remeasurements of the net defined benefit liabilities (assets) : –Return on plan assets (excluding interest income) Contribution made Benefits paid by the plan Fair value of plan assets at December 31 |
2020 $ 111,671 810 3,687 3,675 (16,754) |
2019 102,110 1,112 3,469 15,157 (10,177) 111,671 |
|---|---|---|
$ 103,089 |
168
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
- 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 defined benefit liabilities (assets) Operating costs Operating expenses |
2020 $ 201 53 $ 254 |
2019 214 187 401 358 43 401 |
|---|---|---|
| $ 221 33 |
||
| $ 254 |
- 5) Actuarial assumptions
The principal actuarial assumptions at the reporting date were as follows:
| Discount rate Future salary increase rate |
December 31, 2020 0.500% 1.000% |
December 31, 2019 0.750% 1.000% |
|---|---|---|
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 $1,156.
The weighted-average lifetime of the defined benefits plans is 9.54 years.
169
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
6) Sensitivity analysis
If the actuarial assumptions had changed, the impact on the present value of the defined benefit obligation shall be as follows:
| As of December 31, 2020 Discount rate (Decreasing or increasing in 0.25%) Future salary increasing rate (Decreasing or increasing in 0.25%) As of December 31, 2019 Discount rate (Decreasing or increasing in 0.25%) Future salary increasing rate (Decreasing or increasing in 0.25%) |
Influences of defined benefit obligations Increased Decreased $ (1,703) 1,753 1,684 (1,644) (2,079) 2,140 2,061 (2,012) |
|---|---|
| Increased $ (1,703) 1,684 (2,079) 2,061 |
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 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.
170
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
(ii) Defined contribution plans
The Company allocates 6% of each employee’s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under these defined contribution plans, the Company allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.
The Company pension costs under the defined contribution method were $6,322 and $6,278 for 2020 and 2019, respectively. As of December 31, 2020 and 2019, the payables which had not been contributed to the Bureau of Labor Insurance were $1,115 and $1,201 respectively, and were recognized as other payables and notes payable in the balance sheets.
The pension costs of the defined contribution plans for the Company were as follows:
| Operating costs Operating expenses |
2020 $ 5,787 535 |
2019 5,756 522 |
|---|---|---|
| $ 6,322 |
6,278 |
(iii) Short-term benefit obligation
As of December 31, 2020 and 2019, the Company’s short-term benefit liabilities for vacation were $5,765 and $5,867, respectively, and were recognized as other payables in the balance sheets.
(p) Income taxes
(i) The components of income tax expense (benefit) were as follows:
| Current tax expense Deferred tax expense (benefit) Origination and reversal of temporary differences and tax losses Change in unrecognized deferred tax assets of deductible temporary differences and tax losses Income tax expense (benefit) |
2020 $ - |
2020 $ - |
2019 - (39,960) 39,490 (470) (470) |
|---|---|---|---|
| 3,340 (1,511) |
|||
1,829 |
|||
| $ | 1,829 |
171
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
No income tax was recognized directly in equity for 2020 and 2019.
The amounts of income tax recognized in other comprehensive income for 2020 and 2019 were as follows:
| Items that will not be reclassified subsequently to profit or loss: Remeasurement from defined benefit plans |
2020 $ 1,742 |
2019 - |
|---|---|---|
Reconciliation of income tax expense (benefit) and profit (loss) before income tax for 2020 and 2019 were as follows:
| Profit (loss) before income tax Income tax using the Company’s domestic tax rate Compensate for loss reduction of investment Unrealized loss (gain) on valuation of financial assets Dividends income Non-deductible expenses Effect of investment loss (gain) under equity method Non-recognized tax losses Changes in unrecognized temporary differences and tax losses Others |
2020 $ 81,039 |
2019 (99,812) |
|---|---|---|
$ 16,208 - (1,989) (28,430) - - 17,552 (1,511) (1) |
(19,962) (10,691) (8,411) (1,002) 108 (1) - 39,490 (1) |
|
$ 1,829 |
(470) |
172
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
(ii) Deferred tax assets and liabilities
- 1) Unrecognized deferred tax assets
Deferred tax assets of the Company have not been recognized in respect of the following items:
The carryfoward of unused tax loss Defined benefits plans |
December 31, 2020 $ 567,787 - |
December 31, 2019 567,792 7,556 575,348 |
|---|---|---|
| $ 567,787 |
Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Company can utilize the benefits therefrom.
The R.O.C Income Tax Act allows net losses, as assessed by the tax authorities, to offset taxable income over a period of ten years for local tax reporting purposes. As of December 31, 2020, the information of the Company's unused tax losses for which no deferred tax assets were recognized are as follows:
| Year of loss 2015 (approved) 2016 (approved) 2019 (not yet approved) |
Unused tax loss $ 59,012 301,624 207,151 $ 567,787 |
Year of expiry |
|---|---|---|
| 2025 2026 2029 |
173
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
2) Recognized deferred tax assets and liabilities
Changes in the amount of deferred tax assets and liabilities for 2020 and 2019 were as follows:
| Deferred tax liabilities: Balance at January 1, 2020 Debit (credit) profit or loss Debit other comprehensive income Balance at December 31, 2020 Balance at January 1, 2019 Credit profit or loss Balance at December 31, 2019 Deferred tax assets: Balance at January 1, 2020 Credit (debit) profit or loss Balance at December 31, 2020 Balance at January 1, 2019 Credit (debit) profit or loss Balance at December 31, 2019 |
Adjustment of difference of useful life of PPE between financial and tax method $ 178 (178) - |
b | Defined enefit plans |
Land value increment tax provision |
Land value increment tax provision |
Others 269 (161) - |
Others 269 (161) - |
Total 265,313 (1,167) 1,742 265,888 265,836 (523) 265,313 Total 55,004 (2,996) |
|---|---|---|---|---|---|---|---|---|
| - (828) 1,742 |
- - |
264,866 |
||||||
| $ - |
914 |
264,866 |
108 |
|||||
| $ 391 (213) |
- - |
- | 264,866 |
579 (310) |
||||
$ 178 |
- |
264,866 |
2 |
69 |
||||
| Others 9,360 2,021 |
||||||||
$ 658 |
39,969 |
11,381 |
52,008 |
|||||
| $ 6,428 (753) |
39,970 (1) |
8,659 701 |
55,057 (53) |
|||||
$ 5,675 |
39,969 |
9,360 |
55,004 |
(iii) Assessment of tax
The Company's income tax returns for the years through 2018 were assessed by the tax authorities.
174
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
(q) Share capital and other equity
- (i) Capital stock
As of December 31, 2020 and 2019, the authorized shares capital of the Company were $3,596,222, comprising 359,622 thousand shares, with a par value $10. All issued shares were paid up upon issuance.
(ii) Retained earnings
According to the Company's articles of incorporation, current-period earnings should first be used to settle all outstanding tax payables and accumulated deficit, and then 10% should be retained as legal reserve until the accumulated legal reserve equals the issued capital stock, and special reserve should be retained or reversed according to the Company's operating environment and statutory requirements. Thereafter, any remaining profit, together with any undistributed prior-period retained earnings, shall be distributed at the discretion of the board of directors and with the resolution to be approved during the stockholders' meeting.
The industry of operation of the Company still has good prospects. The Company will grasp the economic environment for sustainable operation and long-term development. When preparing the proposal for appropriation of net profit, the board of directors will follow a stable dividend policy, which will be based on the Company's expected profit in the future, and plan for operating capital, thereafter, a portion of net profit should be retained. Cash dividends should not be less than 10% of total dividends.
- 1) Legal reserve
When the Company incurs no loss, it may, pursuant to a resolution approved during the shareholder's meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.
2) Special reserve
By choosing to apply exemptions granted under IFRS 1 First-time Adoption of International Financial Reporting Standards during the Company's first-time adoption of the IFRSs approved by the FSC, unrealized revaluation gains shall be reclassified as unappropriated retained earnings at the adoption date. In accordance with Ruling No. 1010012865 issued by the FSC on April 6, 2012, an increase in retained earnings due to the first-time adoption of IFRSs shall be retained as a special reserve, and when the relevant assets are used, disposed of, or reclassified, this special reserve shall be reversed as distributable earnings proportionately. The carrying amount of special reserve amounted to $231,751 on December 31, 2020 and 2019.
In accordance with the guidelines of the above Ruling, a portion of current-period earnings and undistributed prior-period earnings shall be retained as a special reserve. The amount to be retained should be equal to the current-period total reduction of other shareholders' equity. Similarly, a portion of undistributed prior-period earnings shall be reclassified as a special reserve (which does not qualify for earnings distribution) to account for cumulative changes to other
175
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
shareholders' equity pertaining to prior periods. Amounts of subsequent reversals pertaining to the net reduction of other shareholders' equity shall qualify for additional distributions. As of December 31, 2020 and 2019, the balance of special reserve were $420,744.
- 3)
Earnings distribution
In 2019, the Company recognized its incurred losses with the approval of the shareholders on June 11, 2020.
In 2018, the profit after tax was used to offset against the accumulated deficit with the approval of the shareholders on June 19, 2019.
On March 22, 2021, the Company's Board of Directors resolved to appropriate the 2020 earnings as follows:
| Dividends distributed to ordinary shareholders Cash |
2020 Amount per share (in dollars) Total amount $ 0.80 287,698 |
2020 Amount per share (in dollars) Total amount $ 0.80 287,698 |
|---|---|---|
| $ 0.80 | 287,698 |
176
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
(iii) Other equity (net of tax)
| Balance at January 1, 2020 Unrealized gains (losses) from equity instruments measured at fair value through other comprehensive income Unrealized gains (losses) fromreceivables Balance at December 31, 2020 Balance at January 1, 2019 Unrealized gains (losses) from equity instruments measured at fair value through other comprehensive income Balance at December 31, 2019 |
Financial assets measured at fair value through other comprehe nsive income $ (383,014) 784,174 794 $ 401,954 $ (538,785) 155,771 $ (383,014) |
|---|---|
(r) Earnings per share
The calculation of basic earnings per share and diluted earnings per share were as follows:
| Basic earnings per share Profit (loss) attributable to ordinary shareholders of the Company Weighted-average number of common shares outstanding (shares in thousands) Basic earnings per share (in dollars) Diluted earnings per share Profit (loss) attributable to ordinary shareholders of company Weighted-average number of common shares outstanding (shares in thousands) Effect of employee share bonus Weighted-average number of common shares outstanding (diluted) Diluted earnings per share (in dollars) |
2020 | $ 79,210 |
2019 (99,342) 359,622 (0.28) - (99,342) 359,622 - 359,622 (0.28) |
|---|---|---|---|
177
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
(s) Revenue from contracts with customers
(i) Disaggregation of revenue
Primary geographical markets: Taiwan Mainland China Japan Others Total Major products/services lines: Manufacture and sale of copper plate Processing revenue Others Total |
2020 $ 1,272,478 571,617 204,574 211,927 |
2019 1,369,525 598,822 341,779 234,817 2,544,943 2,256,701 101,696 186,546 2,544,943 |
|---|---|---|
$ 2,260,596 |
||
$ 1,991,311 122,468 146,817 |
||
$ 2,260,596 |
As of December 31, 2020 and 2019, the estimated amount of refund liabilities was $9,698 and $6,693, respectively, recognized as deduction of current-period revenue. The refund liabilities were included in other current liabilities in the balance sheets.
178
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
(ii) Contract balances
Notes and accounts receivable (including related parties) Less: allowance for impairment Total Contract liabilities -advancesales receipts |
December 31, 2020 $ 177,217 - |
December 31, 2019 154,488 - |
January 1,2019 225,664 - 225,664 12,761 |
|
|---|---|---|---|---|
| $ 177,217 |
154,488 |
|||
$ 10,698 |
6,200 |
|||
For additional information on accounts receivable and allowance for impairment, please refer to note 6(d).
The amount of revenue which was recognized in the years ended December 31, 2020 and 2019, and included in the contract liability balance at January 1, 2020 and 2019 were $6,200 and $12,760, respectively.
The major change in the balance of contract liabilities is the difference between the time frame in the performance obligation to be satisfied and the payment to be received. Contract liabilities was recognized as advance receipts in other current liabilities.
- (t) Remuneration to employees, directors and supervisors
In accordance with the Articles of incorporation, the Company should contribute no less than 3% of the profit as employee remuneration and a maximum of 2% 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 deficit.
For the years ended December 31, 2020, the Company estimated its employee remuneration amounting to $2,519, and directors' remuneration amounting to $420. The estimated amounts mentioned above are calculated based on the net profit before tax, excluding the remuneration to employees and directors of each period, multiplied by the percentage of remuneration to employees and directors as specified in the Company's articles. These remunerations were expensed under operating costs or operating expenses during 2020. The differences between the actual distribution of remuneration to employees and directors for the years 2020, and the amounts estimated in the financial statements, if any, will be accounted for as changes in accounting estimates and will be recognized as profit or loss in 2020. If employee compensation is distributed by shares. The numbers of shares were calculated based on the closing price at one day before the date of the meeting of Board of Directors. Related information would be available at the Market Observation Post System
The Company incurred an accumulated deficit in 2019, therefore, no remuneration to employees and directors were appropriated in year.
The amounts, as stated in the financial statements, are identical to those of the actual distributions for 2020 and 2019.
179
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
(u) Non-operating income and expenses
- (i) Interest income
The details of interest income of the Company were as follow:
| Interest income from bank deposits | 2020 $ 32 |
2019 74 |
|---|---|---|
- (ii) Other income
The details of other income of the Company were as follows:
| Dividend income Rental income Revenue from sale of scrap Directors' and supervisors' remuneration Others |
2020 $ 143,653 12,573 857 1,011 204 |
2019 5,011 12,573 665 - 359 |
|---|---|---|
| $ 158,298 |
18,608 |
(iii) Other gains and losses
The details of other gains and losses of the Company were as follows:
| Foreign exchange gains (losses), net Net gains of financial assets at fair value through profit and loss Net gains (losses) on disposal of property, plant and equipment Depreciation of investment property Others |
2020 $ 2,332 9,944 394 (3,271) (3,017) |
2019 (27) 42,054 (24) (3,359) (3,874) |
|---|---|---|
$ 6,382 |
34,770 |
(iv) Finance costs
The details of finance costs of the Company were as follows:
| Interest expenses Bank loans and short-term notes and bills payable |
2020 $ (7,771) |
2019 (8,123) |
|---|---|---|
180
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
(v) Financial instruments
-
(i) Categories of financial instruments
-
1) Financial assets
| Financial assets at fair value through profit or loss: Non-derivative financial assets Mandatorily measured at fair value through profit or loss Financial assets at fair value through other comprehensive income: Investment in equity instruments Accounts receivable Liquidation receivables Subtotal Financial assets measured at amortized cost: Cash and cash equivalents Notes receivable, accounts receivable (including related parties), and other receivables Refundable deposits Subtotal Total |
December 31, 2020 $ 220,944 2,857,324 12,811 947 |
December 31, 2019 211,000 2,078,483 4,519 - 2,083,002 374,733 159,591 6 534,330 2,828,332 |
|---|---|---|
| 2,871,082 |
||
77,189 172,435 7 |
||
| 249,631 |
||
$ 3,341,657 |
181
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
- 2) Financial liabilities
| Financial liabilities measured at amortized cost: Short-term borrowings Short-term notes and bills payable Payables (including related parties) Total |
December 31, 2020 $ 138,742 899,719 160,040 |
December 31, 2019 388,400 799,726 121,293 1,309,419 |
|---|---|---|
$ 1,198,501 |
-
(ii) Credit risk
-
1) Exposure to credit risk
The carrying amount of financial assets represents the maximum amount exposed to credit risk.
- 2) Concentration to credit risk
The cash is deposited in different financial institutions. The Company manages the credit risk exposure with each of these financial institutions and believes that cash do not have a significant credit risk concentration.
The major customers of the Company are centralized in the electronics components industry. As of December 31, 2020 and 2019, one customer accounted for 24.73% and 33.73% of the notes and accounts receivable, respectively, resulting in a concentration of credit risk.
- 3) Credit risk of receivables
For credit risk exposure of notes and accounts receivable, please refer to note 6(d). Other financial assets at amortized cost include other receivables and refundable deposits.
All of these other financial assets at amortized cost are considered to have low risk, and thus, the impairment provision recognized during the period was limited to 12 months expected losses. Regarding how the financial instruments are considered to have low credit risk, please refer to note 4(f). No impairment losses allowance were recognized or reversed for the years ended December 31, 2020 and 2019.
182
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
(iii) Liquidity Risk
Details of financial liabilities categorized by due dates were as follows. The amounts include estimated interest payments but exclude the impacts of netting agreements.
| December 31, 2020 Non-derivative financial liabilities Bank loans Short-term notes and bills payable Notes payable Accounts payable (including related parties) Other payables December 31, 2019 Non-derivative financial liabilities Bank loans Short-term notes and bills payable Notes payable Accounts payable (including related parties) Other payables |
Carrying amount $ 138,742 899,719 2,778 106,524 50,738 |
Contractua lcash flows 138,941 900,000 2,778 106,524 50,738 |
Within 6 months 138,941 900,000 2,778 106,524 50,738 |
6-12 months - - - - - |
1-2 years - - - - - |
2-5 years - - - - - |
Over 5years - - - - - |
|---|---|---|---|---|---|---|---|
$ 1,198,501 |
1,198,981 |
1,198,981 |
- |
- |
- |
- | |
$ 388,400 799,726 2,985 92,181 26,127 |
388,584 800,000 2,985 92,181 26,127 |
388,584 800,000 2,985 92,181 26,127 |
- - - - - |
- - - - - |
- - - - - |
- - - - - |
|
$ 1,309,419 |
1,309,877 |
1,309,877 |
- |
- |
- |
- |
The Company does not expect that the cash flows included in the maturity analysis could occur significantly earlier or at significantly different amounts.
183
FIRST COPPER TECHNOLOGY CO., LTD. Notes to the Financial Statements
(iv) Foreign currency risk
- 1) Exposure to foreign currency risk
The Company's significant financial assets and liabilities exposed to foreign currency risk were as follows:
| December 31, 2020 Foreign cur rency Exchange rate TWD Financial assets Monetary items USD $ 1,526 28.48 43,447 Financial liabilities Monetary items USD $ 2,043 28.48 58,159 JPY - - - EUR 6 35.02 200 |
December 31, 2019 Foreign cur rency Exchange rate TWD 993 29.98 29,784 225 29.98 6,753 948 0.276 262 15 33.59 488 |
December 31, 2019 Foreign cur rency Exchange rate TWD 993 29.98 29,784 225 29.98 6,753 948 0.276 262 15 33.59 488 |
|---|---|---|
| Foreign cur rency 993 225 948 15 |
Exchange rate 29.98 29.98 0.276 33.59 |
|
- 2) Sensitivity analysis
The foreign currency risk was mainly incurred from the translation of cash and cash equivalents, accounts receivable, other receivables, short-term borrowings, accounts payable, and other payables. As of December 31, 2020 and 2019, if the exchange rate of the NTD versus the USD, JPY and EUR had increased or decreased by 1%, given no changes in other factors, the impact were as follows:
| 2020 Depreciate 1% Appreciate 1% Decrease in net profit after tax Increase in net profit after tax $ 119 119 |
2019 Depreciate 1% Appreciate 1% Decrease in net loss after tax Increase in net loss after tax 178 178 |
|---|---|
| Depreciate 1% Decrease in net profit after tax $ 119 |
The analysis is performed in the same basis for 2020 and 2019.
- 3) Exchange gains and losses from monetary items
The exchange gain (losses) (including realized and unrealized) that resulted from monetary were as follows:
USD JPY EUR |
2020 Exchange gains (losses) $ 2,284 18 30 $ 2,332 |
2019 Exchange gains (losses) (60) 11 22 |
|---|---|---|
| (27) |
184
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
(v) Interest rate analysis
Please refer to the notes on liquidity risk management and the interest rate exposure of the Company's financial liabilities.
The sensitivity analysis of interest was determined based on the interest rate of derivative and non-derivative instruments at the reporting date. The analysis of liabilities bearing floating interest rates was prepared based on the assumption that the outstanding amounts at the reporting date had existed for the whole year. Management adopted 0.25% as a reasonable change in interest rates, and therefore evaluated the impacts of 0.25% changes in interest rates.
If interest rates on borrowings had increased or decreased 0.25%, with all other variables held constant, the information was as follows:
| 2020 Increase 0.25% Decrease 0.25% Decrease in net profit after tax Increase in net profit after tax $ 277 277 |
2019 Increase 0.25% Decrease 0.25% Increase in net loss after tax Decrease in net loss after tax 777 777 |
|---|---|
| Increase 0.25% Decrease in net profit after tax $ 277 |
Increase 0.25% Increase in net loss after tax 777 |
The impact was due to the floating interest rates of bank loans.
- (vi) Equity securities prices risks
If the prices of equity securities change at reporting date, with all other variables held constant, the influences to other comprehensive income, were as follows:
| Prices at reporting date Increase by 1% Decrease by 1% |
2020 Other comprehensi ve income after tax $ 28,573 |
Net income 2,209 |
2019 Other comprehensi ve income after tax 20,785 |
Net income 2,110 |
|---|---|---|---|---|
$ (28,573) |
(2,209) |
(20,785) |
(2,110) |
-
(vii) Fair value of financial instruments
-
1) Fair values of financial instruments
The fair value of financial assets at fair value through profit or loss and at fair value through other comprehensive income is measured on 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 follow; however, except as described in following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, disclosure of fair value information is not required:
185
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
| Financial assets at fair value through profit or loss Non-derivative financial assets mandatorily measured at fair value through profit or loss Financial assets at fair value through other comprehensive income Stocks listed on domestic markets Receivables-the distribution of remaining on liquidation Accounts receivable Total Financial assets at fair value through profit or loss Non-derivative financial assets mandatorily measured at fair value through profit or loss Financial assets at fair value through other comprehensive income Stocks listed on domestic markets Non-publicly traded stocks Accounts receivable Total |
December 31, 2020 | December 31, 2020 | December 31, 2020 | Total 220,944 2,857,324 947 12,811 Total 211,000 2,075,210 3,273 4,519 |
|
|---|---|---|---|---|---|
| Carrying amount $ 220,944 |
FairValue | ||||
| Level 1 Level 2 Level 3 220,944 - - 2,857,324 - - - 947 - - 12,811 - December 31, 2019 |
|||||
$ 2,857,324 947 12,811 |
|||||
$ 2,871,082 |
|||||
| Carrying amount $ 211,000 |
FairValue | ||||
| Level 1 211,000 2,075,210 - - |
Level 2 - - - 4,519 |
Level 3 - - 3,273 - |
|||
$ 2,075,210 3,273 4,519 |
|||||
$ 2,083,002 |
186
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
- 2) Valuation techniques and assumptions used in fair value
Non-derivative instruments
If a financial instrument has a quoted price in an active market, the quoted price is used as fair value. Quoted prices of major stock exchange and quoted prices of government bonds are the basis for measuring the fair value of stocks listed on an exchange, stocks listed on the OTC, and debt instruments with quoted prices in an active market.
The fair values of the Company's listed securities, with standard terms and conditions, and traded in active markets, were determined by the quoted market prices.
Measurements of fair value of financial instruments without an active market are based on a valuation technique or quoted price from a competitor. Fair value measured by a valuation technique can be extrapolated from similar financial instruments, the discounted cash flow method, or other valuation technique including a model using observable market data at the reporting date.
The equity instruments of the Company do not have any quoted market price. The fair value of the equity instruments is determined based on the ratio of the quoted market price of the comparative listed Company and its book value per share. Also, the fair value is discounted for its lack of liquidity in the market.
- 3) Transfer between level 2 to level 3
The Company’s investment in equity shares of Global Corporation, with a fair value of $3,273, was classified as fair value through other comprehensive income as of December 31, 2019.
The fair value of the investment was previously categorized as Level 3 as of December 31, 2019. This was because the shares were not listed on an exchange and there were no recent observable arm's length transactions in the shares. The equity shares now has been dissolved and in the process of liquidation in 2020. The estimated receivables of the distribution of residual assets were recognized as financial assets at fair value through other comprehensive income – receivables, resulting in the fair value measurement to be transferred from Level 3 to Level 2 of the fair value hierarchy as of December 31, 2020.
There was no transfer between the fair value hierarchy levels for the years ended December 31, 2019.
187
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
- 4) Movements of financial assets in level 3
| Balance at January 1, 2020 Recognized in other comprehensive income (loss) Refund of capital reduction Transfer to receivables Balance at December 31, 2020 Balance at January 1, 2019 Recognized in other comprehensive income (loss) Balance at December 31, 2019 |
Fair value through other comprehensi ve income Equity investment without an active market $ 3,273 2,060 (5,180) (153) $ - $ 3,925 (652) $ 3,273 |
|---|---|
188
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
For the year ended December 31, 2019, the total gains (losses) were included in “unrealized gains and losses from financial assets at fair value through other comprehensive income”. The instrument was liquidated for company's dissolution in 2020
- 5) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement.
The Company's financial instruments that use Level 3 inputs to measure fair value mainly - include “fair value through other comprehensive income equity investments”.
As of December 31, 2019, quantified information of significant unobservable inputs was as follows:
Inter- relationship between significant Significant unobservable Valuation unobservable inputs and fair Items techniques inputs value measurement Financial assets Comparable Lack of The higher the lack at fair value listed company marketability of marketability through approach discount rate (30% discount is, the other comprehe on December 31, lower the fair value nsive income 2019.) will be. - equity investments without an active markets
189
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
- 6) Fair value measurements in Level 3 – sensitivity analysis reasonably possible alternative assumptions
The fair value measurements of the Company's financial instruments are reasonable. However, change in the use of valuation models or variables may affect the estimations. For fair value measurements in Level 3, the information of changes in the use of valuation variable was as follows:
==> picture [375 x 109] intentionally omitted <==
----- Start of picture text -----
Fair value change in
Increase other comprehensive income
Inputs (decrease) Favorable Unfavorabl
e
December 31, 2019
Financial assets at fair value through
other comprehensive income
Equity investment without an Marketability discount yield to 10% $ 468 (468)
active market 30%
----- End of picture text -----
The favorable and unfavorable effects represent the changes in fair value, and fair value is based on a variety of unobservable inputs calculated using a valuation technique.
-
(w) Financial risk management
-
(i) Overview
The Company have exposures to the following risks from its financial instruments:
-
1) Credit risk
-
2) Liquidity risk
-
3) Market risk
The Company's risk management objective, policies, and procedures, and the exposure risk arising from the aforementioned risks, are disclosed below. For more quantitative information, please refer to other notes of the financial statements.
190
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
(ii) Risk management framework
The board of directors has the overall responsibility for the establishment and oversight of the risk management framework.
The Company's risk management policies are established to identity 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 the Company's activities. The Company, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.
The board of directors oversees how the management complies in monitoring 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. Internal auditors undertake both regular and ad hoc reviews of risk management controls and procedures and exception management, the results of which are reported to the board of directors.
- (iii) Credit risk
The Company's credit risk is the risk of financial loss when a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from accounts receivable and bank deposit.
1) Accounts receivable and other receivables
The Company's exposure credit risk is influenced by the individual characteristics of each customer. The Company continuously monitors the information concerning client credit risk factors, such as the default risk of the industries and countries in which the customers operate.
According to the credit policy, the Company has to evaluate the credit of each new customer before setting the payment and delivery terms. The evaluations include external credit ratings, if available, and bank references. The Company reviews credit limits periodically and required customers to pay in advance when the customers' credit ratings did not meet the benchmark.
191
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
If necessary, the Company also factors parts of accounts receivable to financial instructions without recourse to reduce the credit risk.
- 2) Deposits and other financial assets
The exposure to credit risk for the bank deposits and other financial instruments is measured and monitored by the Company's finance department. The Company only deals with banks with good credit rating. The Company does not expect any counterparty above fails to meet its obligations. Hence, there is no significant credit risk arising from these counterparties.
- (iv) Liquidity risk
Liquidity risk is the risk that the Company is unable to meet 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 much as possible, that it always has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
As of December 31, 2020 and 2019, unused credit lines were amounted to $2,572,787 and $2,302,365, respectively.
- (v) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
- 1) Currency risk
The Company is exposed to currency risk on sales, purchases and borrowings that are denominated in another currency. Functional currency is TWD. The currencies used in these transactions are the TWD, USD, JPY and EUR.
Generally, borrowings and purchasing are denominated in currencies that match the cash flows generated by the underlying operations of the Company, primarily the TWD, USD JPY, and EUR. This provides an economic hedge without derivatives being entered into, and therefore, hedge accounting is not applied in these circumstances.
2) Interest risk
To reduce the exposure to interest rate risk, the choice of a floating interest rate or a fixed interest rate was based on the Company's evaluation of the global economic environment and the trend in market interest rates.
- 3) Market price risk of equity instruments
Part of the Company's equity securities are classified as financial assets measured at fair value through profit or loss and financial assets measured at fair value through other
192
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
comprehensive income. These assets are measured at fair value. Therefore, the Company will be exposed to the risk of changes in the value of the equity securities market.
(x) Capital management
The Company sets its objectives for managing capital to ensure its capacity to continue to operate, to continue to provide returns to its shareholders and 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 and reduce the capital for redistribution to its shareholders. The Company also issues new shares or sell assets to settle any liabilities.
The Company and other entities in the similar industry use the debt-to-equity ratio in calculating. The total net debt and divided by the total capital. The net debt from the balance sheet are derived from the total liabilities, less, cash and cash equivalents. The total capital and equity include share capital, capital surplus, retained earnings, other equity interest, plus, net debt.
In 2020, the Company's capital management strategy is consistent with the prior year. The Company's debt-to-equity ratio at the end of the reporting period as at December 31, 2020 and 2019 was as follows:
| Total liabilities Less: cash and cash equivalents Net debt Total equity Capital after adjustment Debt-to-equity ratio |
December 31, 2020 $ 1,489,692 77,189 |
December 31, 2019 1,618,081 374,733 1,243,348 3,677,571 4,920,919 25.27% |
|---|---|---|
1,412,503 4,548,719 |
||
$ 5,961,222 |
||
23.69% |
193
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
- (y) Investing and financing activities not affecting current cash flow
Reconciliation of liabilities arising from financing activities of the Company were as follows:
January 1, 2020 Short-term borrowings $ 388,400 Short-term notes and bills payable 799,726 Guarantee deposit received (recognized as other payables) 1,080 Total liabilities from financing activities $ 1,189,206 Short-term borrowings $ 336,894 Short-term notes and bills payable 699,829 Guarantee deposit received (recognized as other payables) 270 Total liabilities from financing activities $ 1,036,993 |
Cash flows (249,658) 94,482 (1,080) (156,256) 51,506 94,486 810 146,802 |
Non-Cash changes Amortized interest - 5,511 - 5,511 - 5,411 - 5,411 |
Non-Cash changes Amortized interest - 5,511 - 5,511 - 5,411 - 5,411 |
December 31, 2020 138,742 899,719 - 1,038,461 388,400 799,726 1,080 1,189,206 |
December 31, 2020 138,742 899,719 - 1,038,461 388,400 799,726 1,080 1,189,206 |
|---|---|---|---|---|---|
- 5,411 - 5,411 |
|||||
194
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
(7) Related-party transactions
- (a) Parent company and ultimate controlling company
Hua Eng Wire & Cable Co., Ltd. is both the parent company and the ultimate controlling party of the Company. It owns 39.44% of common shares outstanding of the Company. The parent company has issued its consolidated financial statements available for public use.
- (b) Names and relationship with related parties
The followings are related parties that have had transactions with the Company during the periods covered in the financial statements:
| Name of related party Hua Eng Wire & Cable Co., Ltd. |
Relationship with the Company |
|---|---|
Parent Company |
-
(c) Significant transactions with related parties
-
(i) Sales
The amounts of significant sales by the Company to related parties were as follows:
| Parent company | 2020 $ 5,104 |
2019 10,810 |
|---|---|---|
The transition condition for sale to the parent company could not be compared to those of the third-parties' sales. The selling price is based on the international price of relevant copper raw materials plus a certain percentage. The credit terms with the parent company is one month, and those of the third-parties are from one to three months. Receivables from related parties were not secured with collateral and no expected credit loss after assessment by the management.
- (ii) Purchases
The amounts of significant purchases by the Company from related parties were as follows:
| Parent company | 2020 $ 35,103 |
2019 44,227 |
|---|---|---|
The transition condition for purchase to the parent company could not be compared to those of the third-parties' purchases. However, the payment terms for related parties were one month, and those with other vendors were one to three months.
- (iii) Receivables from Related Parties
The receivables from related parties were as follows:
195
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
| Account Accounts receivable |
Relationship Parent company |
December 31, 2020 $ 471 |
December 31, 2019 100 |
|---|---|---|---|
- (iv) Payables to Related Parties
The payables to related parties were as follows:
| Account Accounts payable |
Relationship Parent company |
December 31, 2020 $ 10,921 |
December 31, 2019 5,384 |
|---|---|---|---|
- (v) Services from parent company
The Company engaged its parent company to provide management services and paid the fees every month. For the years ended December 31, 2020 and 2019, the management service fees amounted to $19,200, and were included in operating expenses in the statements of comprehensive income. As of December 31, 2020 and 2019, payables from the above transaction had been settled in full.
- (vi) Other
The Company leased office space from the parent company. The rental expenses were paid monthly.The price is decided by using the nearby office rental rates and negotiated each other. For the years ended December 31, 2020 and 2019, the rental expenses amounted to $240 per year and were included in operating expenses in the statements of comprehensive income. As of December 31, 2020 and 2019, payables from the above transaction had been settled in full.
- (d) Key management personnel compensation
Key management personnel compensation comprised:
| Short-term employee benefits Post-employment benefits Termination benefits Other long-term benefits Share-based payments |
2020 $ 5,940 152 - - - |
2019 5,193 152 - - - |
|---|---|---|
| $ 6,092 |
5,345 |
- (8) Pledged assets: None.
196
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
(9) Commitments and contingencies:
Major commitments and contingencies were as follows:
(i) Unrecognized contingencies of contracts:
| Acquisition of property, plant and equipment Unused standby letters of credit: Purchase of material |
December 31, 2020 $ 68,366 |
December 31, 2019 175,049 |
|---|---|---|
December 31, 2020 $ 88,859 |
December 31, 2019 246,623 |
(ii) Unused standby letters of credit:
(10) Losses Due to Major Disasters: None.
(11) Subsequent Events: None.
197
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
(12) Other:
A summary of employee benefits, depreciation, and amortization expenses, by function, were as follows:
| By function **By item ** |
2020 |
2020 |
2020 |
2019 | 2019 | 2019 |
|---|---|---|---|---|---|---|
| Cost of sales |
Operating expenses |
**Total ** |
Cost of sales |
Operating expenses |
**Total ** |
|
| Employee benefits Salary and wages Labor and health insurance Pension Remuneration of directors Others personnel costs Depreciation Amortization |
121,259 13,638 6,008 - 7,634 61,580 - |
11,755 1,027 568 1,845 2,316 - - |
133,014 14,665 6,576 1,845 9,950 61,580 - |
119,139 13,819 6,114 - 7,645 59,154 - |
11,032 1,028 565 1,320 2,543 - - |
130,171 14,847 6,679 1,320 10,188 59,154 - |
The additional information of number of employees and employee benefits in 2020 and 2019 was as follows:
| ws: | ||
|---|---|---|
| Numbers of employees Numbers of non-employee directors Average employee benefits Average employee salary Adjustment of average employee salary Remuneration to supervisor |
2020 275 |
2019 275 |
| 6 |
5 |
|
| $ 610 |
600 |
|
| $ 494 |
482 |
|
| 2.56% - |
- |
198
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
The Company's salary and remuneration policy (including directors, supervisors' managers and employees) are as follows:
-
The remuneration to employees mainly includes salary (basic salary, meal allowance, special workplace allowance, etc.) year-end bonus, performance bonus, etc.
-
(i) The Company draws up the salary standards for employees based on market salary level, its operating conditions and organization structure. Furthermore, the salary will be properly adjusted depending on the market salary dynamics, changes in the overall economic and business conditions and government regulations.
-
(ii) The remuneration to employees is based on their education, professional knowledge and technique skills, experience and personal performance, without distinction of age, sex, race, religion, political inclination, marital status and union.
-
(iii) The bonus of employees is based on the operating conditions of the Company and individual personal performance.
-
(iv) The starting salary of the inexperience and foreign workers complied with the government regulations.
-
(v) In accordance with the Articles of incorporation, the Company should contribute no less than 3% of the profit as employee remuneration when there is profit for the year. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficit.
-
The managers’ remuneration, including salary, addition pay, severance pay, various bonus, allowances, etc., is based on the business strategies and profitability of the Company, personal performance and contribution, as well as market salary level. Moreover, in accordance with the Articles of incorporation, the Company should contribute no less than 3% of the profit as employee remuneration when there is profit for the year. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficit.
-
The directors’ remuneration received a monthly transportation allowance, as well as salary, various bonus, etc. Moreover, in accordance with the Articles of incorporation, the Company should contribute a maximum of 2% 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 deficit.
199
FIRST COPPER TECHNOLOGY CO., LTD. Notes to the Financial Statements
(13) Other disclosures
- (a) Information on significant transactions:
The following is the information on significant transactions required by the Regulations for the Company for the years ended December 31, 2020.
-
(i) Loans to other parties: None.
-
(ii) Guarantees and endorsements for other parties: None.
-
(iii) Securities held as of December 31, 2020 (excluding investment in subsidiaries, associates and joint ventures):
| Name of holder |
Category and name of security |
Relationship with the Company |
Account title |
Ending balance Units (shares) Carrying value Percentage of ownership (%) Fair value Note |
Ending balance Units (shares) Carrying value Percentage of ownership (%) Fair value Note |
Ending balance Units (shares) Carrying value Percentage of ownership (%) Fair value Note |
Ending balance Units (shares) Carrying value Percentage of ownership (%) Fair value Note |
Ending balance Units (shares) Carrying value Percentage of ownership (%) Fair value Note |
|---|---|---|---|---|---|---|---|---|
| Units (shares) | Carrying value | Percentage of ownership (%) |
Fair value | |||||
| The Company The Company The Company |
Asia Pacific Telecom Co., Ltd. stock Co-Tech Development Corp. stock Hua Eng Wire & Cable Co., Ltd. stock |
The Company's parent company is a director of the investee The Company's parent company is a director of the investee The Company's parent company |
Current financial assets at fair value through profit or loss Current financial assets at fair value through profit or loss Non-current financial assets at fair value through other comprehensive income |
10,105,441 2,230,375 208,563,824 |
102,065 118,879 2,857,324 |
0.26% 0.88% 32.96% |
102,065 118,879 2,857,324 |
-
(iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20% of the capital stock: None.
-
(v) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None.
-
(vi) Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None.
-
(vii) Related-party transactions for purchases and sales with amounts exceeding the lower of NT$100 million or 20% of the capital stock: None.
(viii) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock: None.
- (ix) Trading in derivative instruments: None.
200
FIRST COPPER TECHNOLOGY CO., LTD. Notes to the Financial Statements
(b) Information on investees:
The following is the information on investees for the year 2020 (excluding information on investees in Mainland China):
| Name of investor |
Name of investee |
Location | Main Businesses and products |
Original investment amount |
Original investment amount |
Balance as of December 31, 2020 |
Balance as of December 31, 2020 |
Balance as of December 31, 2020 |
Net income (losses) of investee |
share of profits / losses of investee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
Shares | Percentage of ownership |
Carrying value |
|||||||
| The Company |
Hua Ho Engineering Co., Ltd. |
Kaohsiung |
Cable engineering | 165 |
165 |
10,000 |
0.29% |
98 |
127 |
1 |
Associates |
- (c) Information on investment in Mainland China: None.
201
FIRST COPPER TECHNOLOGY CO., LTD.
Notes to the Financial Statements
(d) Major shareholders:
| Major shareholders: | ||
|---|---|---|
| Shareholding Shareholder’s Name |
Shares | Percentage |
| Hua Eng Wire & Cable Co., Ltd. |
141,831,792 | 39.44% |
| Hua Ho Co., Ltd. |
34,535,405 | 9.60% |
| Yu-Fa Wang |
28,683,772 | 7.97% |
-
Note: (1) The information on major shareholders, which is provided by the Taiwan Depository & Clearing Corporation, summarized the shareholders who held over 5% of the total nonphysical common stocks and preferred stocks (including treasury stocks) on the last business date of each quarter. The registered nonphysical stocks may be different from the capital stocks disclosed in the financial statement due to different calculations basis.
-
Note: (2) If the aforementioned data contained shares which were kept in trust by the shareholders, the data disclosed will be deemed as the settlor’s separate account for the fund set by the trustee. As for the shareholder who reports its share equity as an insider and whose shareholding ratio is greater than 10% in accordance with Securities and Exchange Act and include its self owned shares and trusted shares, as well as the shares of the individuals who have power to decide how to allocate the trust assets. For the information on reported share equity of the insider, please refer to the Market Observation Post System.
(14) Segment information
(a) General Information
The Company has one reportable segment and is mainly engaged in single-product manufacturing and selling of copper. The accounting policies of the operating segments are the same as those described in note 4. The operating segment’s profit of the Company uses the operating profit before income tax as the measurement and basis of performance evaluation.
- (b) Product and service information
Revenue from the external customers of the Company were as follows:
| Production Copper plate Processing revenue Others Total |
2020 $ 1,991,311 122,468 146,817 |
2019 2,256,701 101,696 186,546 |
|---|---|---|
$ 2,260,596 |
2,544,943 |
- (c) Geographic information
In presenting information on the basis of geography, revenue is based on the geographical location of customers and non-current assets are based on the geographical location of the assets.
202
| Geographic information Revenue from external customers: Taiwan Mainland China Japan Other countries Total Non-current assets: Taiwan |
2020 $ 1,272,478 571,617 204,574 211,927 |
2019 1,369,525 598,822 341,779 234,817 2,544,943 December 31, 2019 1,171,931 |
|---|---|---|
$ 2,260,596 |
||
December 31, 2020 $ 1,268,776 |
Non-current assets included property, plant and equipment, investment property and other assets, not including financial instruments, net defined benefit assets and deferred tax assets.
- (d) Major customer's information
The Company did not have the individual customers that constituted over 10% of the total revenue in the statements of comprehensive income in 2020 and 2019.
203
First Copper Technology Co., Ltd.
Chairman: Liu Chung-Jen