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FITH Audit Report / Information 2020

Nov 13, 2020

52375_rns_2020-11-13_a5185620-b37c-4e10-ae6f-403446231b92.pdf

Audit Report / Information

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FIT HOLDING CO., LTD.

PARENT COMPANY ONLY FINANCIAL

STATEMENTS AND INDEPENDENT AUDITORS’

REPORT

DECEMBER 31, 2020 AND 2019


For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.

~1~

INDEPENDENT AUDITORS’ REPORT

Opinion

We have audited the accompanying parent company only balance sheets of FIT Holding Co., Ltd. (the “Company”) as at December 31, 2020 and 2019, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as at December 31, 2020 and 2019, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for opinion

We conducted our audit of the parent company only financial statements as of and for the year ended December 31, 2020 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China; and in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, “Rule No. Financial-Supervisory-Securities-Auditing1090360805 issued by the Financial Supervisory Commission on February 25, 2020” and generally accepted auditing standards in the Republic of China for our audit of the parent company only financial statements as of and for the year ended December 31, 2019. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

~2~

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Company’s 2020 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

The balance of investments accounted for under the equity method recognised from the Company’s subsidiaries, Glory Science Co., Ltd. (Glory Science), Power Quotient International Co., Ltd. (PQI), Foxlink Image Technology Co., Ltd. (Foxlink Image) and Shih Fong Power Co., Ltd. (Shih Fong) and investee accounted for using equity method, Foxwell Energy Co., Ltd. (Foxwell Energy), amounted to NT$7,876,626 thousand, constituting 96% of the Company’s total assets as at December 31, 2020, and the investment profit (shown as operating revenue) amounted to NT$102,367 thousand. Please refer to Note 4(7) for accounting policies on investments accounted for under the equity method and Note 6(1) for details of investments accounted for under the equity method. As the amounts are material to the parent company only financial statements of the Company, the investments accounted for under equity method - assessment of allowance for inventory valuation losses, investments accounted for under equity method - valuation of goodwill impairment and investments accounted for under equity method - valuation of property, plant and equipment impairment were identified as key audit matters.

Key audit matters for the Company’s 2020 parent company only financial statements are stated as follows:

Investments accounted for under equity method - Assessment of allowance for inventory valuation losses

Description

Please refer to Note 4(14) in the consolidated financial statements for accounting policies on inventories, Note 5(2) in the consolidated financial statements for the uncertainty of accounting estimates and assumptions applied to inventory valuation, and Note 6(6) in the consolidated financial statements for details of inventories.

~3~

The Company’s subsidiaries are primarily engaged in the manufacturing and sale of optical instruments, peripheral equipment components, 3C products, image scanners and multifunction printers. As the electronic products’ life cycles are relatively short and the market is highly competitive, there is a higher risk of incurring inventory valuation losses or obsolescence due to en economic slowdown or an excess of supply over demand. Those subsidiaries’ inventories are measured at the lower of cost and net realisable value, and individually assessed for those inventories over a certain age in order to identify obsolete or slow-moving inventories.

Those subsidiaries’ amounts of inventory were material, and the net realisable value involves subjective judgement resulting in an uncertainty when assessing the obsolete or slow-moving inventories. The assessment of allowance for inventory valuation losses was identified as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  1. Assessed the reasonableness of policies and procedures on allowance for inventory valuation losses.

  2. Verified whether the systematic logic used in the inventory aging report is appropriate and in line with its policies.

  3. Tested inventory valuation basis adequacy and recalculated the selected samples’ information in order to verify that the inventory was measured at the lower of cost and net realisable value.

Investments accounted for under equity method - Valuation of goodwill impairment

Description

Please refer to Note 4(20) in the consolidated financial statements for accounting policies on impairment loss on non-financial assets, Note 5(2) in the consolidated financial statements for the uncertainty of accounting estimates and assumptions applied to goodwill impairment valuation, and Note 6(12) in the consolidated financial statements for details of intangible assets.

~4~

The amount of goodwill was generated from the acquisition of subsidiaries, Power Quotient International Co., Ltd. and Foxlink Image Technology Co., Ltd.. The Company valued the impairment of goodwill through the discounted cash flow method which measures the cash generating unit’s recoverable amount. As the assumptions of expected future cash flows involved subjective judgement and a high degree of uncertainty which would cause a material impact on the valuation result, the valuation of goodwill impairment was identified as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  1. Obtained the external appraisal report on impairment valuation and examined the external appraiser’s qualification and assessed the independence, competence and objectiveness.

  2. Assessed that the valuation model used in the appraisal report was widely used and appropriate.

  3. Assessed the reasonableness of significant assumptions (including expected growth rate and discount rate) applied in the appraisal report.

Investments accounted for under equity method - Valuation of property, plant and equipment impairment

Description

Please refer to Note 4(20) in the consolidated financial statements for accounting policies on impairment loss on non-financial assets, Note 5(2) in the consolidated financial statements for the uncertainty of accounting estimates and assumptions applied to property, plant and equipment impairment valuation, and Note 6(8) in the consolidated financial statements for details of property, plant and equipment.

As the 3C components’ life cycles are relatively short and the market is highly competitive, there is a high risk of plant and equipment incurring an impairment loss. The Company’s subsidiaries valued the impairment of the cash generating unit’s property, plant and equipment which had an indication of impairment. We mainly relied on the external appraisal report. As the external appraisal report on impairment valuation involved subjective judgement, various assumptions and a high degree of uncertainty which would cause a material impact on the valuation result, the valuation of property, plant and equipment impairment was identified as a key audit matter.

~5~

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  1. Examined the external appraiser’s qualification and assessed the independence, competence and objectiveness.

  2. Verified whether the list of properties for the external appraiser is correct.

  3. Assessed that the valuation method used in the appraisal report was appropriate.

  4. Tested the external appraisal report’s valuation basis adequacy.

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

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing 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 parent company only financial statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards 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

~6~

be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

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

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

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

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

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

5.

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

  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only 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

~7~

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 parent company only 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.

Liang Yi Chang[Lin, Se-Kai] For and on behalf of PricewaterhouseCoopers, Taiwan March 26, 2021

------------------------------------------------------------------------------------------------------------------------------------------------The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

~8~

FIT HOLDING CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

Assets Notes
7
6(1)
December31,2020
AMOUNT
%
$
2,150
-
350,364
4
89
-
352,603
4
7,876,626
96
7,876,626
96
$
8,229,229
100
December31,2019 December31,2019
AMOUNT
$
2,150
350,364
89
352,603
7,876,626
7,876,626
$
8,229,229
AMOUNT
$
665
-
-
665
7,623,551
7,623,551
$
7,624,216
%
Current assets
1100
Cash and cash equivalents
1210
Other receivables - related parties
1410
Prepayments
11XX
Current Assets
Non-current assets
1550
Investments accounted for under
equity method
15XX
Non-current assets
1XXX
Total assets
-
-
-
-
100
100
100

(Continued)

~9~

FIT HOLDING CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity Notes
6(3)
6(4)
6(5)
6(6)
6(7)
9
11
December31,2020
December31,2019
AMOUNT
%
AMOUNT
%
$
757,800
9 $
615,000
8
12,800
-
4,893
-
30
-
18
-
770,630
9
619,911
8
400,000
5
300,000
4
400,000
5
300,000
4
1,170,630
14
919,911
12
2,462,421
30
2,462,421
32
4,198,013
51
4,237,390
56
8,361
-
8,361
-
89,848
1 (
281,965) (
4 )
299,956
4
278,098
4
7,058,599
86
6,704,305
88
$
8,229,229
100 $
7,624,216
100
AMOUNT
$
757,800
12,800
30
770,630
400,000
400,000
1,170,630
2,462,421
4,198,013
8,361
89,848
299,956
7,058,599
$
8,229,229
Current liabilities
2100
Short-term borrowings

2200
Other payables
2300
Other current liabilities
21XX
Current Liabilities
Non-current liabilities
2540
Long-term borrowings

25XX
Non-current liabilities
2XXX
Total Liabilities
Equity
Share capital
3110
Share capital - common stock

Capital surplus
3200
Capital surplus

Retained earnings
3320
Special reserve
3350
Unappropriated retained earnings
(accumulated deficit)

Other equity interest
3400
Other equity interest
3XXX
Total equity
Significant contingent liabilities and
unrecognised contract commitments

Significant events after the balance
sheet date

3X2X
Total liabilities and equity

The accompanying notes are an integral part of these parent company only financial statements.

~10~

FIT HOLDING CO., LTD. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars, except earnings (loss) per share)

Items Year ended December 31
2020
2019
Notes
AMOUNT
%
AMOUNT
6(1)
$
102,367
100
$
-
6(1)
-
- (
281,228 )
102,367
100 (
281,228 )
6(9)
(
24,917 ) (
24) (
13,130 )
(
24,917 ) (
24) (
13,130 )
77,450
76 (
294,358 )
7
1,536
1
1
6(8)
2,015
2
92,458
12,054
12 (
14 )
(
9,456 ) (
9) (
5,099 )
83,599
82 (
207,012 )
6(10)
-
-
-
$
83,599
82 ( $
207,012 )
Year ended December 31 Year ended December 31 %
-
-
-
-
-
-
-
-
-
-
-
-
-
2020 2019
4000
Sales revenue
5000
Operating costs
5900
Net operating margin
Operating expenses
6200
General and administrative expenses
6000
Total operating expenses
6900
Operating profit (loss)
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7900
Profit (loss) before income tax
7950
Income tax expense
8200
Profit (loss) for the year

(Continued)

~11~

FIT HOLDING CO., LTD. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars, except earnings (loss) per share)

Items Notes YearendedDecember31 YearendedDecember31 YearendedDecember31 %


-
-

-
-
-
-

-
-
-

-
-
-


0.77)
0.07)
0.84)
0.77)
0.07)
0.84)
2020 2019
%
AMOUNT






47
$ 561,756
47

561,756




20) (
138,242)

20) (
138,242)
27
$ 423,514
109
$ 216,502



-
($ 189,059)
-
(
17,953)
-
($ 207,012)




$ 234,752
-
(
18,250)
-
$ 216,502




0.34 ( $ - (
0.34( $ 0.34 ( $ - (
0.34 ( $
2019
AMOUNT




$ 48,003

48,003



19,896) (

19,896) (
$ 28,107
$ 111,706


$ 83,599

-
$ 83,599


$ 111,706

-
$ 111,706


$
Other comprehensive income
Components of other comprehensive
income that will not be reclassified to
profit or loss
8330
Share of other comprehensive
income of associates and joint
ventures accounted for using equity
method, components of other
comprehensive income that will not
be reclassified to profit or loss
8310
Components of other
comprehensive income that will
not be reclassified to profit or loss
Components of other comprehensive
income that will be reclassified to
profit or loss
8380
Share of other comprehensive
income of associates and joint
ventures accounted for using equity
method, components of other
comprehensive income that will be
reclassified to profit or loss
8360
Components of other
comprehensive income that will be
reclassified to profit or loss
8300
Other comprehensive income for the
year
8500
Total comprehensive income for the
year
Profit (loss), attributable to:
Owners of the parent
Former owner of business combination
under common control
Total
Comprehensive income (loss),
attributable to:
Owners of the parent
Former owner of business combination
under common control
Total
Earnings (loss) per share
9710
Basic earnings (loss) per share from
continuing operations
9720
Basic earnings (loss) per share from
equity attributable to former owner
of business combination under
common control
9750
Basic earnings (loss) per share
9810
Diluted earnings (loss) per share
from continuing operations
9820
Diluted earnings (loss) per share
from equity attributable to former
owner of business combination
under common control
9850
Diluted earnings (loss) per share
(
(
$
$
$

The accompanying notes are an integral part of these parent company only financial statements.

~12~

FIT HOLDING CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

Year 2019
Balance at January 1, 2019
Loss
Other comprehensive income (loss)
Total comprehensive income
Capital surplus used to cover accumulated deficits
Cash dividends paid from additional paid-in capital
Adjustments to share of changes in equity of associates and joint
ventures accounted for using the equity method
Changes in ownership interests in subsidiaries
Adjustments to reorganisation
Balance at December 31, 2019
Year 2020
Balance at January 1, 2020
Profit
Other comprehensive income (loss)
Total comprehensive income
Capital surplus used to cover accumulated deficits
Adjustments to share of changes in equity of associates and joint
ventures accounted for using the equity method
Changes in investees' capital increase not recognized by
shareholding percentage
Capital surplus, difference between consideration and carrying
amount of subsidiaries acquired or disposed
Balance at December 31, 2020
Notes Share capital -
commonstock
Capital surplus,
additional paid-
incapital
Retained earnings Retained earnings Retained earnings Otherequityinterest Otherequityinterest Equity
attributable to
former owner of
business
combination
under common
control
Totalequity
Legal reserve Special reserve Unappropriated
retained
earnings
(accumulated
deficit)
Financial
statements
translation
differences of
foreign
operations
Unrealised
gains (losses)
from financial
assets measured
at fair value
through other
comprehensive
income
6(7)
6(6)
6(7)
$ 2,462,421
-
-
-
-
-
-
-
-
$ 2,462,421
$ 2,462,421
-
-
-
-
-
-
-
$ 2,462,421
$ 5,019,688
-
-
-
(
166,692 )
(
615,606 )
-
-
-
$ 4,237,390
$ 4,237,390
-
-
-
(
281,965 )
59,741
125,447
57,400
$ 4,198,013



$
-
-
-
-
-
-
-
-
-
$
-
$
-
-
-
-
-
-
-
-
$
-
$
8,361
-
-
-
-
-
-
-
-
$
8,361
$
8,361
-
-
-
-
-
-
-
$
8,361
( $ 173,844 )
(
189,059 )
940
(
188,119 )
166,692
-
(
129 )
-
(
86,565 )
( $ 281,965 )
( $ 281,965 )
83,599
6,249
89,848
281,965
-
-
-
$
89,848
($
81,588 )
-
(
137,945 )
(
137,945 )
-
-
-
-
-
($ 219,533 )
($ 219,533 )
-
(
19,896 )
(
19,896 )
-
-
-
-
($ 239,429 )
($
63,185 )
-
560,816
560,816
-
-
-
-
-
$ 497,631
$ 497,631
-
41,754
41,754
-
-
-
-
$ 539,385
($
77,196 )
(
17,953 )
(
297 )
(
18,250 )
-
-
-
8,881
86,565
$
-
$
-
-
-
-
-
-
-
-
$
-
$ 7,094,657
(
207,012 )
423,514
216,502
-
(
615,606 )
(
129 )
8,881
-
$ 6,704,305
$ 6,704,305
83,599
28,107
111,706
-
59,741
125,447
57,400
$ 7,058,599

The accompanying notes are an integral part of these parent company only financial statements.

~13~

FIT HOLDING CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

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)
Share of profit (loss) of associates accounted for
using the equity method

Interest expense
Interest income
Gain on disposal of investments

Changes in operating assets and liabilities
Changes in operating liabilities
Other payables
Prepayments
Other current liabilities
Cash outflow generated from operations
Dividend received
Interest paid
Interest received
Net cash flows from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in other receivables from related parties
Acquisition of investments accounted for under the
equity method
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings
Increase in long-term borrowings
Decrease in long-term borrowings
Cash dividends paid
Net cash flows from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Year ended December 31
Notes
2020
2019
$
83,599($
207,012 )
6(1)
(
102,367 )
281,228
9,456
-
(
1,536 ) (
1 )
6(10)
-(
92,235 )
8,281
786
(
89 )
-
11
17
(
2,645 ) (
17,217 )
329,988
478,483
(
9,830 )
-
1,536
1
319,049
461,267
(
350,364 )
-
(
210,000 ) (
760,000 )
(
560,364 ) (
760,000 )
142,800
615,000
1,300,000
1,066,000
(
1,200,000 ) (
766,000 )
-(
615,606 )
242,800
299,394
1,485
661
665
4
$
2,150$
665

The accompanying notes are an integral part of these parent company only financial statements.

~14~

FIT HOLDING CO., LTD.

NOTES TO THE PARENT COMPANY ONLY FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

  1. History and Organisation

FIT Holding Co., Ltd. (the “Company”) is a holding company established by Glory Science Co., Ltd. (Glory Science), Power Quotient International Co., Ltd. (PQI) and Foxlink Image Technology Co., Ltd. (Foxlink Image) through a share swap in accordance with the regulations on October 1, 2018. The Company’s shares were listed on the Taiwan Stock Exchange (TSE) and approved by the regulatory authority on the same date. The Company acquired 100% shares of Glory Science, PQI and Foxlink Image through share swap by exchanging 1 common share of PQI with 0.194 common share of the Company, 1 common share of Foxlink Image with 0.529 common share of the Company and 1 common share of Glory Science with 1 common share of the Company. The Company is primarily engaged in establishing the management mechanism for the Group, supervising the subsidiaries’ operation, and integrating the resources and platforms to improve the Group’s overall operational efficiency. Cheng Uei Precision Industry Co., Ltd. became the ultimate parent company of the Company after acquiring over half of the seats in the Company’s Board of Directors due to the abovementioned share swaps.

  1. The Date of Authorisation for Issuance of the Financial Statements and Procedures for

  2. Authorisation

These parent company only financial statements were authorised for issuance by the Board of Directors on March 26, 2021.

  1. Application of New Standards, Amendments and Interpretations

(1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) as endorsed by the Financial Supervisory Commission (“FSC”)

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

2020 are as follows:
New Standards,Interpretations and Amendments Effective date by
International Accounting
Standards Board
Amendments to IAS 1 and IAS 8,‘Disclosure initiative-definition of
material’
Amendments to IFRS 3,‘Definition of a business’
Amendments to IFRS 9, IAS 39 and IFRS7 ,‘Interest rate benchmark
reform’
Amendment to IFRS 16,‘Covid-19-related rent concessions’
Note:Earlier application from January 1, 2020 is allowed by FSC.
January 1, 2020
January 1, 2020
January 1, 2020
January 1, 2020 (Note)

The above standards and interpretations have no significant impact to the Company’s

~15~

financial condition and financial performance based on the Compnay’s assessment.

(2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by the Company

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

2021 are as follows:
New Standards,Interpretations and Amendments Effective date by
International Accounting
Standards Board
Amendments to IFRS 4,‘Extension of the temporary exemption from
applying IFRS 9’
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16,‘Interest
Rate Benchmark Reform—Phase 2’
January 1, 2021
January 1, 2021

The above standards and interpretations have no significant impact to the Compnay’s financial condition and financial performance based on the Company’s assessment.

(3) IFRSs issued by IASB but not yet endorsed by the FSC

New standards, interpretations and amendments issued by IASB but not yet included

in the IFRSs as endorsed by the FSC are as follows:

in the IFRSs as endorsed by the FSC are as follows:
New Standards,Interpretations and Amendments Effective date by
International Accounting
Standards Board
Amendments to IFRS 3,‘Reference to the conceptual framework’
Amendments to IFRS 10 and IAS 28,‘Sale or contribution of assets
between an investor and its associate or joint venture’
IFRS 17,‘Insurance contracts’
Amendments to IFRS 17, 'Insurance contracts'
Amendments to IAS 1,‘Classification of liabilities as current or non-
current’
Amendments to IAS 1,‘Disclosure of accounting policies’
Amendments to IAS 8,‘Definition of accounting estimates’
Amendments to IAS 16,‘Property, plant and equipment:proceeds before
intended use’
Amendments to IAS 37,‘Onerous contracts—cost of fulfilling a contract
Annual improvements to IFRS Standards 2018–2020
January 1, 2022
To be determined by
International Accounting
Standards Board
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2022
January 1, 2022
January 1, 2022

The above standards and interpretations have no significant impact to the Company’s

financial condition and financial performance based on the Company’s assessment.

4. Summary of Significant Accounting Policies

The principal accounting policies applied in the preparation of these parent company only financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

(1) Compliance statement

The parent company only financial statements of the Company have been prepared in

accordance with the Regulations Governing the Preparation of Financial Reports by

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Securities Issuers,

  • (2) Basis of preparation

  • A. The parent company only financial statements have been prepared under the historical cost convention

  • B. The preparation of financial statements in conformity with International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”) requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the parent company only financial statements are disclosed in Note 5.

  • (3) Foreign currency translation

  • Items included in the financial statements of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The parent company only financial statements are presented in NTD, which is the Company’s functional and presentation currency.

  • A. Foreign currency transactions and balances

    • (a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in profit or loss in the period in which they arise.

    • (b) Monetary assets and liabilities denominated in foreign currencies at the period end are re-translated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognised in profit or loss.

    • (c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in other comprehensive income. However, non-monetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.

    • (d) All foreign exchange gains and losses are presented in the statement of comprehensive income within ‘other gains and losses’.

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  • B. Translation of foreign operations

The operating results and financial position of all the company entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

  • (a) Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;

  • (b) Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and

  • (c) All resulting exchange differences are recognised in other comprehensive income.

(4) Classification of current and non-current items

  • A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:

  • (a) Assets arising from operating activities that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;

  • (b) Assets held mainly for trading purposes;

  • (c) Assets that are expected to be realised within twelve months from the balance sheet date;

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

  • B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:

  • (a) Liabilities that are expected to be settled within the normal operating cycle;

  • (b) Liabilities arising mainly from trading activities;

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

  • (d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

(5) Cash equivalents

  • Cash equivalents refer to 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 that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.

(6) Impairment of financial assets

For debt instruments measured at financial assets at amortised cost, at each reporting

~18~

date, the Company recognises the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognises the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable or contract assets that do not contain a significant financing component, the Company recognises the impairment provision for lifetime ECLs.

(7) Investments accounted for using equity method / subsidiaries and associates

  • A. Subsidiaries are all entities (including structured entities) controlled by the Company. The Company controls an entity when the Company is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

  • B. Unrealised profit (loss) from the transactions between the Company and subsidiaries have been offset. The accounting policies of the subsidiaries have been adjusted to be consistent with the Company’s accounting policies.

  • C. The Company’s share of its subsidiaries’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Company’s share of losses in a subsidiary equals or exceeds its interest in the subsidiary, the Company continues to recognise losses proportionate to its ownership.

  • D. Associates are all entities over which the Group has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for using the equity method and are initially recognised at cost.

  • E. The Company’s share of its associates’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Company’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Company does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

  • F. When changes in an associate’s equity do not arise from profit or loss or other comprehensive income of the associate and such changes do not affect the Company’s ownership percentage of the associate, the Company recognises the Company’s share of change in equity of the associate in ‘capital surplus’ in proportion to its ownership.

  • G. Unrealised gains on transactions between the Company and its associates are

~19~

eliminated to the extent of the Company’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Company.

  • H. In the case that an associate issues new shares and the Company does not subscribe or acquire new shares proportionately, which results in a change in the Company’s ownership percentage of the associate but maintains significant influence on the associate, then ‘capital surplus’ and ‘investments accounted for under the equity method’ shall be adjusted for the increase or decrease of its share of equity interest. If the above condition causes a decrease in the Company’s ownership percentage of the associate, in addition to the above adjustment, the amounts previously recognised in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately on the same basis as would be required if the relevant assets or liabilities were disposed of.

  • I. Upon loss of significant influence over an associate, the Company remeasures any investment retained in the former associate at its fair value. Any difference between fair value and carrying amount is recognised in profit or loss.

  • J. When the Company disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognised in other comprehensive income in relation to the associate, are reclassified to profit or loss, on the same basis as would be required if the relevant assets or liabilities were disposed of. If it retains significant influence over this associate, the amounts previously recognised in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.

  • K. When the Company disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognised as capital surplus in relation to the associate are transferred to profit or loss. If it retains significant influence over this associate, the amounts previously recognised as capital surplus in relation to the associate are transferred to profit or loss proportionately.

  • L. Pursuant to the “Regulations Governing the Preparation of Financial Reports by Securities Issuers,” profit (loss) of the current period and other comprehensive income in the parent company only financial statements shall be equal to the amount attributable to owners of the parent in the parent company only financial statements. Owners’ equity in the parent company only financial statements shall be equal to equity attributable to owners of the parent in the parent company only financial statements.

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(8) Impairment of non-financial assets

The Company assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. When the circumstances or reasons for recognising impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortised historical cost would have been if the impairment had not been recognised.

  • (9) Borrowings

Borrowings comprise long-term and short-term bank borrowings. Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

(10) Employee benefits

  • A. Short-term employee benefits

  • Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as expense in that period when the employees render service.

  • B. Pensions

Defined contribution plans

For defined contribution plans, the contributions are recognised as pension expense when they are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of a cash refund or a reduction in the future payments.

  • C. Employees’ compensation and directors’ remuneration

    • Employees’ compensation and directors’ and supervisors’ remuneration are recognised as expense and liability, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employee compensation is paid by shares, the Company calculates the number of shares based on the closing price at the previous day of the board meeting resolution.
  • (11) Income tax

  • A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised

~21~

in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.

  • B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.

  • C. Deferred tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the parent company only balance sheet. However, the deferred tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

  • D. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred tax assets are reassessed.

  • E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realise the asset and settle the liability simultaneously.

(12) Dividends

Dividends are recorded in the Company’s financial statements in the period in which they are approved at the meeting of Board of Directors. Cash dividends are recorded as liabilities; stock dividends are recorded as stock dividends to be distributed and

~22~

are reclassified to ordinary shares on the effective date of new shares issuance.

  • (13) Reorganisation under common control

    • A, The Group applies the related interpretations issued in R.O.C. for the intra-group reorganisation since there are no definite rules for business combinations of entities under common control in IFRS 3, ‘Business combinations’ as explained in the IFRS Q&A ‘explanations to IFRS 3 Business Combinations under Common Control’ issued by Accounting Research and Development Foundation on October 26, 2018. The aforementioned transaction is stated at book value method and the comparative financial statements of prior years were restated based on the assumption that the business combination occurred at the beginning of the year.

    • B. As described in Note 1, the share swap transactions between the Company and Glory Science were considered as reorganisation under common control and the Company is substantially a continuation of Glory Science. The Company recognised the associated assets and liabilities for its parent company only financial statements before the incorporation date based on the carrying amount of the parent company only financial statements of Glory Science. The comparative financial statements were restated based on the assumption that Glory Science was considered as consolidated subsidiary accounted for using equity method at the beginning.

    • C. The Company acquired share interest of Shinfox Energy Co., Ltd., a subsidiary of the ultimate parent company through share swap for the year ended December 31, 2019. As the acquisition was a Group internal reorganisation, in accordance with Accounting Research and Development Foundation Interpretation 101-301, it was deemed that the Company invested in Shinfox at the beginning. When restating the consolidated financial statements of prior years, Shinfox’s equity owned by the Company, are classified as “Equity attributable to former owner of business combination under common control” and profit or loss recognised by the Company are classified as “Net profit (loss) of equity attributable to former owner of business combination under common control”.

  • Critical Accounting Judgements, Estimates and Key Sources of Assumption Uncertainty The preparation of these parent company only financial statements requires management to make critical judgements in applying the Company’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; and the related information is addressed below:

  • (1) Critical judgements in applying the Company’s accounting policies

    • None.

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(2) Critical accounting estimates and assumptions

Impairment assessment of investments accounted for using equity method

The Company assesses the impairment of an investment accounted for using equity method as soon as there is any indication that it might have been impaired and its carrying amount cannot be recovered. The Company assesses the recoverable amounts of an investment accounted for under the equity method based on the present value of the Company’s share of expected future cash flows of the investee, and analyses the reasonableness of related assumptions.

6. Details of Significant Accounts

(1) Investments accounted for using the equity method

Foxlink Image Technology Co., Ltd.
Power Quotient International Co., Ltd.
Shih Fong Power Co., Ltd.
Glory Science Co., Ltd.
Foxwell Energy Co., Ltd.
December31,2020
December 31, 2019
3,682,263
$ 3,608,129
$ 2,211,702
1,938,232
1,000,903
822,469
772,681
1,254,721
209,077
-
7,876,626
$ 7,623,551
$
  • A. On June 14, 2019, the Company acquired 100% of the share capital of Shih Fong Power Co., Ltd. (Shih Fong) for $280,000 and obtained the control over Shih Fong.

  • B. The investment profit (loss) of $102,367 and ($281,228) recognised for the investments accounted for using equity method for the years ended December 31, 2020 and 2019, respectively, was based on each investee’s audited financial statements for the corresponding period.

  • C. To integrate Group resources and enhance the efficiency of entities division of labour, Foxwell Energy Corporation Ltd. (Foxwell Energy), an 89.29% owned subsidiary of the Company’s subsidiary, PQI, became one of the wholly owned subsidiaries of Shinfox Energy (formerly named Shinfox Co., Ltd.) by converting stocks into shares as approved by the shareholders on November 25, 2019. The effective date for this conversion was set on December 27, 2019. The conversion ratio is 1 share of Foxwell Energy’s common stock converted to 1 share of Shinfox Energy. Shinfox Energy increase its capital by issuing new shares in the amount of 60,000,000 shares which would be granted to PQI. PQI held a 76.56% equity interest in Shinfox Energy after conversion. This conversion was deemed a group restructuring since the ultimate parent company of PQI is the same with Shinfox Energy, and thus the subsidiary is considered as consolidated at the beginning of merger. The difference between the acquisition cost and net equity would be adjusted in retained earnings for the year ended December 31, 2019 in the amount of $86,565.

  • D. Details of the Company’s subsidiaries are provided in Note 4(3) of the Company’s

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2020 consolidated financial statements.

(2) Pensions

The Company has established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment. The pension costs under defined contribution pension plans of the Company for the years ended December 31, 2020 and 2019, were $181 and $144, respectively.

(3) Short-term borrowings

Type of borrowings December 31, 2020 Interest rate range Collateral Bank borrowings Unsecured borrowings $ 757,800 1.05% None Type of borrowings December 31, 2019 Interest rate range Collateral Bank borrowings Unsecured borrowings $ 615,000 0.81%~0.91% None

- (4) Long term borrowings

Long-term borrowings
Unsecured borrowings
615,000
$ 0.81%~0.91%
None
Type of borrowings Undrawn
Borrowing period
Interest Borrowing
and repayment term
rate range
facilities
December 31,2020
Borrowing period is
from October 2020
to August 2022;
principal is repayable
in full amount at the
maturity date;
interest is repayable
monthly.
1.10%
-
300,000
$ Borrowing period is
from October 2020
to July 2022;
principal is repayable
in full amount at the
maturity date;
interest is repayable
monthly.
1.22%
-
100,000
Long-term bank borrowings
Unsecured borrowings
Unsecured borrowings

$ 400,000

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Type of borrowings Undrawn
Borrowing period
Interest Borrowing
and repayment term
rate range
facilities
December 31,2019
Borrowing period is
from October 2019 to
April 2021; principal
is repayable in full
amount at the
maturity date;
interest is repayable
monthly.
1.12%
-
300,000
$
Long-term bank borrowings
Unsecured borrowings

(5) Share capital

As described in Note 1, the Company acquired 100% of the shares of Glory Science, PQI and Foxlink Image through share swap by exchanging 1 common share of Glory Science into 1 common share of the Company, 1 common share of PQI converted to 0.194 common share of the Company and 1 common share of Foxlink Image converted to 0.529 common share of the Company. As of December 31, 2020, the Company’s authorised capital was $3,000,000, consisting of 300,000 thousand shares of ordinary stock (including 30,000 thousand shares reserved for employee stock options), and the paid-in capital was $2,462,421 with a par value of $10 (in dollars) per share. Ordinary shares outstanding at December 31,2020 amounted to 246,242 thousand shares.

(6) Capital surplus

  • A. In accordance with IFRS Q&A issued by the Accounting Research and Development Foundation (ARDF) on October 26, 2018 and ARDF Interpretation 100-390, as described in Note 4, the share swap transactions between the Company and Glory Science were considered as a reorganisation under common control on October 1, 2018.

  • B. Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Act requires that the amount of capital surplus to be capitalised mentioned above should not exceed 10% of the paid-in capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.

  • C. The shareholders resolved that the Company distribute cash by using capital surplus of $615,606 (NT$2.5 (in dollars) per share) on June 21, 2019.

~26~

  • (7) Retained earnings (accumulated deficits to be covered)

  • A. Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ operating losses and then 10% of the remaining amount shall be set aside as legal reserve until the legal reserve equals the paid-in capital. The remaining earnings shall be proposed by the Board of Directors and resolved by the shareholders as dividends to shareholders. According to the Company’s dividend policy, no more than 90% of the distributable retained earnings shall be distributed as shareholders’ bonus and cash dividend distributed in any calendar year shall be at least 20% of the total distributable earnings in that year based on future capital expenditures budget and capital requirements.

  • B. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.

  • C. Special reserve

  • (a) In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.

  • (b) As described in Note 4(2), the Company is substantially a continuation of Glory Science. Therefore, the amount previously set aside by the Company as special reserve in accordance with Order No. Financial-Supervisory-SecuritiesCorporate-1010012865, dated April 6, 2012, shall be the same as the amount reclassified from accumulated translation adjustment under shareholders’ equity to retained earnings for the exemptions elected by the Group. The increase in special reserve as a result of retained earnings arising from the adoption of IFRS amounted to $8,361 thousand.

  • D. The shareholders resolved that the Company cover accumulated deficits by using capital surplus of $281,965 on June 24, 2020 and $166,692 on June 21, 2019.

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(8) Other income

ther income
Revenue from directors’and supervisors’
remuneration of the subsidiaries
Gain recognised in bargain
purchase transaction
Others
Year ended December 31
2020
2,015
$ -
-
2,015
$
2019
-
$ 92,235
223
92,458
$

(9) Expenses by nature

xpenses by nature
Employee benefit expense
Wages and salaries
Directors’remuneration
Labour and health insurance fees
Pension costs
Other personnel expenses
Year ended December 31
2020
16,723
$ 2,870
382
181
222
20,378
$
2019
6,285
$ -
333
144
198
6,960
$
  • A. In accordance with the Articles of Incorporation of the Company, a ratio of distributable profit of the current year, after covering accumulated losses, shall be distributed as employees’ compensation and directors’ and supervisors’ remuneration. The ratio shall not be lower than 6% for employees’ compensation and shall not be higher than 3% for directors’ and supervisors’ remuneration.

  • B. For the year ended December 31, 2020, employees’ compensation was accrued at $5,600; while directors’ and supervisors’ remuneration was accrued at $1,200. The aforementioned amounts were recognised in salary expenses.

  • C. For the years ended December 31, 2020 and 2019, the Company had loss before tax, and thus did not accrue employees’ compensation and directors’ remuneration. Information about employees’ compensation and directors’ remuneration of the

  • Company as resolved at the meeting of Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

  • (10) Income tax

  • A. The Company had no income tax expense for the years ended December 31, 2020 and 2019.

  • B. Reconciliation between income tax expense and accounting profit

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Year ended December 31 Year ended December 31 Year ended December 31
2020 2019
Tax calculated based on loss $ 16,720
($ 37,812)
before tax and statutory tax rate
Tax exempt income by tax regulation ( 16,384)
34,208
Taxable loss not recognised as deferred
tax assets ( 336) 3,604
Income tax expense $ - $ -
  • C. Expiration dates of unused tax losses and amounts of unrecognised deferred tax assets of the Company’s domestic subsidiaries are as follows:
December 31,2020
Year incurred
2018
Amount filed/
Unrecognised
assessed
Unused amount
deferred tax assets
4,103
$ 2,210
$ 2,210
$
Expiry year
2028
December 31,2019
Year incurred
2018
2019
Amount filed/
Unrecognised
assessed
Unused amount
deferred tax assets
4,103
$ 4,103
$ 4,103
$ 18,020
18,020
18,020
Expiry year
2028
2029
  • D. The Company’s income tax returns through 2018 have been assessed and approved by the Tax Authority.

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(11) Earnings (loss) per share

Earnings (loss) per share
Year ended December 31,2020
Weighted average number of
Amount ordinary shares outstanding Earnings per share
after tax (share in thousands) (in dollars)
Basic earnings per share
Profit attributable to the parent $ 83,599 $ 246,242 $ 0.34
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent $ 83,599
246,242
Assumed conversion of all dilutive
potential ordinary shares
Employees’compensation - 173
Profit attributable to ordinary
shareholders of the parent plus
assumed conversion of all dilutive
potential ordinary shares $ 83,599 $ 246,415 $ 0.34
Year ended December 31,2019
Weighted average number of
Amount ordinary shares outstanding Loss per share
after tax (share in thousands) (in dollars)
Basic and diluted loss per share
Loss attributable to the parent ($ 189,059)
($ 0.77)
Equity attributable to former
owner of business combination
under common control ( 17,953) ( 0.07)
($ 207,012) 246,242 ($ 0.84)

7. RELATED PARTY TRANSACTIONS

(1) Names of related parties and relationship

Names of related parties

Relationship with the Company

Cheng Uei Precision Industry Co., Ltd. (Cheng Uei) Ultimate parent Foxlink International Investment (FII) Subsidiary of the ultimate parent Fu Uei International Investment Ltd. (FUII) Subsidiary of the ultimate parent Foxlink Image Technology Co., Ltd. (Foxlink Image) Subsidiary of the Company Power Quotient International Co., Ltd. (PQI) Subsidiary of the Company Glory Science Co., Ltd. (Glory Science) Subsidiary of the Company Shih Fong Power Co., Ltd. (Shih Fong) Subsidiary of the Company Foxwell Energy Co., Ltd. (Foxwell Energy)

Ultimate parent Subsidiary of the ultimate parent Subsidiary of the ultimate parent

Subsidiary of the Company Subsidiary of the Company Subsidiary of the Company Investee that the Company accounted for using equity method

Shinfox Energy Co. Ltd. (Shinfox)

The Company is its ultimate parent The Company is its ultimate parent The Company is its ultimate parent The Company is its ultimate parent

Foxwell Energy Corporation Ltd. (Foxwell Energy) Glory Optics (Yancheng) Co., Ltd. (GOYC) Glorytek (Yancheng) Co., Ltd. (Glorytek Yancheng)

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Loans from related parties

Loans to related parties:

A. Outstanding balance:

Loans from related parties
Loans to related parties:
A. Outstanding balance:
B. Interest income
GOYC
Glorytek Yancheng
GOYC
Glorytek Yancheng
December 31,2020
219,054
$ 131,310
350,364
$ Year ended
December 31, 2020
841
$ 694
1,535
$
December 31,2019
-
$ -
-
$ Year ended
December 31, 2019
-
$ -
-
$

The loans to subsidiaries are repayable based on the agreement and carry interest at 1.12% per annum.

(2) Key management compensation

None.

8. Pledged Assets

None.

9. Significant Contingent Liabilities and Unrecognised Contract Commitments

(1) Contingencies

Central Motion Picture Corporation (the “Central Motion Picture”), a financial asset at fair value through other comprehensive income that the Group obtained through investments accounted for using equity method, amounting to $257,656, was determined to be an affiliate organisation of the Kuomintang by the Ill-gotten Party Assets Settlement Committee (the “Ill-gotten Party”) in its written disposition, DangChan-Chu-Zi No. 107007, issued on October 9, 2018. Under paragraph 1, Articles 5 and 9 of the Act Governing the Settlement of Ill-gotten Properties by Political Parties and Their Affiliate Organisations (the “Act”), properties that were held by the Central Motion Picture when the Act was released on August 10, 2016 are considered as unjustly received properties. The presumed ill-gotten party assets as prescribed in the preceding paragraph 1 of Article 5 are prohibited from being transferred or disposed starting from the date of promulgation of this Act. However, this restriction is not applicable if it is necessary to perform its legal duties or other justifiable reasons. The properties held by the Central Motion Picture are considered as unjustly received properties; however, their existing rights in leases, superficies, mortgage, or pawnage are not affected if Ill-gotten Party considers such assets as unjustly received assets and then orders the bona fide third party to transfer such assets to the State, local selfgoverning bodies, or original owners. Under Article 16, the Central Motion Picture

~31~

may file an administrative litigation (an action for revocation) in the Taipei High Administrative Court within two months after the aforementioned written disposition was served. In addition, the Central Motion Picture may file for a suspension of execution under Paragraph 2, Article 116 of the Administrative Litigation Act. On December 12, 2018, the Central Motion Picture Corporation submitted a cause of action to the Taipei High Administrative Court, which ruled to approve the suspension of execution in January 2020. However, the Ill-gotten Party subsequently filed an appeal against the ruling, and it was dismissed by the High Administrative Court in February 2020. Meanwhile, the Central Motion Picture filed a revocation action with the Taipei High Court, and it was pending approval as of January 14, 2020. As of the financial reporting date, the possible outcome of this litigation cannot be determined.

  • (2) Commitments

  • A, Information on endorsements/guarantees of the Company is provided in Note 13(1)B.

  • B. As of December 31, 2020 and 2019, the subsidiaries of the Company issued promissory notes amounting to $5,682,681 and $284,991, respectively, for undertaking the Offshore Wind Farm Property Procurement and Installation Project of Taipower and the Solar Photovoltaic System Construction Project.

  • C. The subsidiaries of the Company entered into agreements of equipment procurement and operation maintenance with Taipower for Phase II of the Offshore Wind Power Project, the “Wind Farm Property Procurement and Installation Project” with a total consideration of $56,588,000 and $6,300,000, respectively. The equipment procurement agreement stipulated that the Company shall complete the substructure installation of all wind turbines and marine substations before September 30, 2024, dispatch all units safely before September 30, 2025 and complete all construction before December 31, 2025. The Company will provide a 2-year warranty from the date of construction acceptance and guarantee a certain power supply from equipment. There is a staged progress and a final deadline for the performance of the project, and the penalty for overdue contract is calculated on the basis of each phase of the construction until the date of termination or cancellation of the agreement. The operation maintenance agreement regulated the terms of the guaranteed annual availability rate penalty for all wind power equipment and the period of the agreement was five years after all units have been safely dispatched.

  • Significant Disaster Loss None.

  • Significant Events after the Balance Sheet Date

  • A. The appropriation of 2020 earnings had been approved by the Board of Directors on March 26, 2021. Details are summarized below:

~32~

Legal reserve
Cash dividends
2020 2020
Amount
8,985
$ 73,873
Dividends per share
(in dollars)
0.30
$
  • B. The cash payment from capital surplus of $172,369 (NTD $0.7 per share) had been approved by the Board of Directors on March 26, 2021.

12. Others

(1) Capital management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders 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 amount of dividends paid to shareholders, return capital to shareholders, issue new shares or use the working capital effectively to reduce debt.

(2) Financial instruments

A. Financial instruments by category

nancial instruments
Financial instruments by category
Financial assets
Financial assets at amortised cost
Cash and cash equivalents
Financial liabilities
Financial liabilities at amortised
cost
Short-term borrowings
Other accounts payable
Long-term borrowings
December 31,2020
2,150
$ December 31,2020
757,800
$ 12,800
400,000
1,170,600
$
December 31,2019
665
$
December 31,2019
615,000
$ 4,893
300,000
919,893
$

B. Financial risk management policies

The Company’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk and interest rate risk), credit risk and liquidity risk.

The Company’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company’s financial position and financial performance.

~33~

  • C. Significant financial risks and degrees of financial risks

  • (a) Market risk

Exchange rate risk

  • i. The Company’s foreign exchange rate risk mainly arises from recognised assets and liabilities

  • ii. The Company’s businesses involve some non-functional currency operations. The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

December 31, 2020 Foreign currency amount Book value (In thousands) Exchange rate (NTD)

(Foreign currency: functional currency) Financial assets Monetary items RMB:NTD $ 80,326 $ 4.3770 $ 351,587

  • iii. The total exchange gain (loss), including realised and unrealised, arising from significant foreign exchange variation on the monetary items held by the Company for the years ended December 31, 2020 and 2019, amounted to $12,054 and ($14), respectively.

  • iv. Analysis of foreign currency market risk arising from significant foreign exchange variation:

(Foreign currency:
functional currency)
Financial assets
Monetary items
RMB:NTD
Degree of
Effect on profit
Effect on other
variation
or loss before tax
comprehensive income
1%
3,516
$ -
Year ended December 31,2020
Sensitivityanalysis
Degree of
variation
1%

Interest rate risk

The Company is not exposed to market risk arising from material change in interest rates as it did not invest in interest rate products and its borrowings were at fixed rate.

(b) Credit risk

Credit risk refers to the risk of financial loss to the Company arising from

default by the counterparties of financial instruments on the contract

~34~

obligations. Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions. For banks and financial institutions, only independently rated parties with a good credit rating are accepted.

  • (c) Liquidity risk

  • i. Cash flow forecasting is performed in the Company. Company treasury monitors rolling forecasts of the Company’s liquidity requirements to ensure it has sufficient cash to meet operational needs so that the Company does not breach agreement related to liabilities.

  • ii. The table below analyses the Group’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

Non-derivative financial liabilities

Non-derivative financial liabilities
December 31, 2020
Short-term borrowings
Other payables
Long-term borrowings
Less than
1year
758,403
$ 12,800
4,520
775,723
$
Between 2
and 5years
-
$ -
402,589
402,589
$
Over 5years
-
$ -
-
-
$

Non-derivative financial liabilities

Non-derivative financial liabilities
December 31, 2019
Short-term borrowings
Other payables
Long-term borrowings
Less than
1year
615,484
$ 4,893
3,362
623,739
$
Between 2
and 5years
-
$ -
300,995
300,995
$
Over 5years
-
$ -
-
-
$

(3) Fair value information

The Company did not trade any financial instruments measured at fair value.

13. Supplementary Disclosures

(1) Significant transactions information

  • A. Loans to others: Please refer to table 1.

  • B. Provision of endorsements and guarantees to others: Please refer to table 2.

  • C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 3.

  • D. Acquisition or sale of the same security with the accumulated cost exceeding $300

~35~

million or 20% of the Company’s paid-in capital: Please refer to table 4.

  • E. Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  • F. Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  • G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 5.

  • H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 6.

  • I. trading in derivative instruments undertaken during the reporting periods: None.

  • J. Significant inter-company transactions during the reporting periods: Please refer to table 7.

(2) Information on investees

Names, locations and other information of investee companies (not including investees in Mainland China) Please refer to table 8.

(3) Information on investments in Mainland China

  • A. Basic information: Please refer to table 9.

  • B. Significant transactions conducted with investees in Mainland China directly or indirectly through other companies in the third areas

  • (a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period: Please refer to Note 13(1) G.

  • (b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period: Please refer to Note 13(1) G.

  • (c) The amount of property transactions and the amount of the resulting gains or losses:None.

  • (d) Balance and purpose of provision of endorsements/guarantees or collaterals at December 31, 2020: Please refer to 13(1) B.

  • (e) Maximum balance, ending balance, interest rate range and interest for financing during the year ended and as at December 31, 2020: Please refer to Note 13(1) A.

  • (f) Other significant transactions that affected the gains and losses or financial status for the period, i.e. rendering/receiving of service: None.

(4) Major shareholders information

Please refer to table 10.

14. Segment Information

None.

~36~

FIT HOLDING CO., LTD.

Loans to others

Year ended December 31, 2020

Table 1

Expressed in thousands of NTD (Except as otherwise indicated)

No.
(Note 1)
Creditor
Borrower
General ledger
account
Is a
related
party
Maximum
outstanding
balance during
the year ended
December 31,
2020
Balance at
December 31,
2020
Interest
rate
Nature of loan
(Note 2)
Amount of
transactions
with the
borrower
Reason for short-term
financing
Allowance
for doubtful
accounts
Actual amount
drawn down
Collateral Limit on loans
granted to a
single party
(Note 3)
Ceiling on total
loansgranted
Footnote
Item
Value
0
FIT Holding Co., Ltd.
Glory Optics (Yancheng) Co., Ltd.
Other receivables
Y
289,014
$ 288,882
$ 218,850
$ 0.98%-1.2%
2
-
$ Operations
-
$ 0
FIT Holding Co., Ltd.
Glorytek (Yancheng) Co., Ltd.
Other receivables
Y
131,370
131,310
131,310
0.98%-1.2%
2
-
Operations
-
1
Foxlink Image Technology Co., Ltd.
Glory Science Co., Ltd.
Other receivables
Y
300,000
300,000
143,000
0.85%-1.2%
2
-
Operations
-
1
Foxlink Image Technology Co., Ltd.
Power Quotient International Co., Ltd.
Other receivables
Y
648,000
600,000
425,000
0.89%-1.23%
2
-
Operations
-
2
Glory Science Co., Ltd.
Glory Optics (Yancheng) Co., Ltd.
Other receivables
Y
399,970
253,866
253,866
1.5%
2
-
Operations
-
3
GLORY OPTICS(BVI) CO., LTD.
Glorytek (Yancheng) Co., Ltd.
Other receivables
Y
93,060
-
-
-
2
-
Operations
-
3
GLORY OPTICS(BVI) CO., LTD.
Glory Optics (Yancheng) Co., Ltd.
Other receivables
Y
75,068
-
-
-
2
-
Operations
-
4
Glorytek (Yancheng) Co., Ltd.
Glory Optics (Yancheng) Co., Ltd.
Other receivables
Y
28,026
28,013
28,013
3%
2
-
Operations
-
4
Glorytek (Yancheng) Co., Ltd.
Glorytek (Yancheng) Co., Ltd.
Other receivables
Y
220,910
218,850
175,080
5%
2
-
Operations
-
5
Power Quotient Technology (YANCHENG)
Co., Ltd.
Jiangsu Foxlink New Energy Technology
Co.,Ltd.
Other receivables
Y
457,600
-
-
-
2
-
Group capital movement
-
6
Foxwell Energy Corporation Ltd.
Beiyuan Wind Power Co., Ltd.
Other receivables
Y
50,000
-
-
Over one
month, 1.75%
2
-
Group capital movement
-
6
Foxwell Energy Corporation Ltd.
Changyuan Wind Power Co., Ltd.
Other receivables
Y
50,000
-
-
Over one
month, 1.75%
2
-
Group capital movement
-
7
Shinfox Co., Ltd.
Foxwell Energy Corporation Ltd.
Other receivables
Y
50,000
50,000
-
1.6%
2
-
Group capital movement
-
7
Shinfox Co., Ltd.
Foxwell Power Co., Ltd.
Other receivables
Y
50,000
50,000
-
1.6%
2
-
Group capital movement
-
7
Shinfox Co., Ltd.
SHINFOX NATURAL GAS CO., LTD.
Other receivables
Y
60,000
60,000
-
1.5%-1.6%
2
-
Group capital movement
-
-
-
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,117,579
$ 2,117,579
1,174,532
1,174,532
309,072
-
-
477,261
477,261
695,052
-
-
501,621
501,621
501,621
2,823,439
$ 2,823,439
1,174,532
1,174,532
309,072
-
-
477,261
477,261
695,052
-
-
501,621
501,621
501,621

Note 1: The numbers filled in for the loans to others provided by the Company or subsidiaries are as follows:

  • ‘ ’

  • (1) The Company is 0 .

(2) The subsidiaries are numbered in order starting from ‘1’.�

Note 2: Fill in the nature of the loan as follows:

(1) Fill in 1 for business transaction.

(2) Fill in 2 for short-term financing

Note 3: The Company's and its subsidiaries' limits on loans to singal party and total loans are calculated based on the Company's and its subsidiaries' "Procedures for Provision of Loans".

(a) Total limit on loans granted to the companies having business relationship with the Company is 40% of the Company's net assets, limit on loans granted to a single party is 150% of the amount of business transactions between the creditor and borrower in the current year; the amount of business transactions means the higher between sales and purchases.

(b) Limit on total loans to parties with short-term financing is 40% of the Company's net assets; but limit on loans to a single party is 30% of the Company's net assets.

(c) Ceiling on total loans granted between foreign companies whose voting shares are 100% held by the Company directly or indirectly, or on loans granted to the Company by such foreign companies is 100% of their net asset value.

The total amount of loans granted to a single company should not exceed 100% of the net assets. Financing period shall not be more than 3 years.

(d) Among the Company and the parent company or subsidiaries, or loans between the Company's subsidiaires, excluding the loans to others qualifying the abovementioned condition, (c), the authorised limit on the Company's or the Company's subsidiaries' loans to a singal party shall be lower than 10% of the company's net assets based on the company's lastest financial statements.

(e) Limit on total loans and individual limit on lonas to others of the Company's subsidiaries are both under 40% of the Company's net assets.

Table 1, Page 1

Table 2

Expressed in thousands of NTD (Except as otherwise indicated)

FIT HOLDING CO., LTD.

Provision of endorsements and guarantees to others Year ended December 31, 2020

Number
(Note 1)
Endorser/
guarantor
Partybeingendorsed/guaranteed Limit on
endorsements/
guarantees
provided for a
single party
(Note 3)
Maximum
outstanding
endorsement/
guarantee amount as
of December 31,
2020
Outstanding
endorsement/
guarantee
amount at
December 31,
2020
Actual amount
drawn down
Amount of
endorsements/
guarantees
secured with
collateral
Ratio of accumulated
endorsement/
guarantee amount to
net asset value of the
endorser/ guarantor
company
Ceiling on total
amount of
endorsements/
guarantees
provided
Provision of
endorsements/
guarantees by
parent company
to subsidiary
Provision of
endorsements/
guarantees by
subsidiary to
parent
company
Provision of
endorsements/
guarantees to the
party in Mainland
China
Footnote
Companyname
Relationship
with the
endorser/
guarantor
(Note2)
0
FIT Holding Co., Ltd.
0
FIT Holding Co., Ltd.
0
FIT Holding Co., Ltd.
1
Glory Science Co., Ltd.
1
Glory Science Co., Ltd.
2
Foxwell Energy Corporation Ltd.
3
Foxlink Image Technology Co., Ltd.
3
Foxlink Image Technology Co., Ltd.
4
Shinfox Co., Ltd.
Power Quotient International Co., Ltd.
2
Glory Science Co., Ltd.
2
Foxwell Energy Corporation Ltd.
2
Glory Optics (Yancheng) Co., Ltd.
2
Glorytek (Yancheng) Co., Ltd.
2
Beiyuan Wind Power Co., Ltd.
2
Glory Science Co., Ltd.
4
Power Quotient International Co., Ltd.
4
Foxwell Energy Corporation Ltd.
2
10,587,898
$ 10,587,898
9,882,038
1,159,023
1,159,023
1,238,685
4,110,865
4,110,865
1,881,077
720,000
$ 1,260,000
531,698
185,070
185,070
600,000
600,000
300,000
800,000
720,000
$ 1,121,310
522,778
-
-
-
600,000
300,000
800,000
400,000
$ 625,000
522,778
-
-
-
200,000
300,000
790,000
-
-
-
-
-
-
-
-
-
10.20
15.89
7.41
-
-
-
8.50
4.25
11.33
10,587,898
$ 10,587,898
10,587,898
1,159,023
1,159,023
1,238,685
4,404,498
4,404,498
1,881,077
Y
Y
Y
Y
Y
Y
N
N
Y
N
N
N
N
N
N
N
N
N
N
N
N
Y
Y
N
N
N
N

Note 1: The numbers filled in for the endorsements/guarantees provided by the Company or subsidiaries are as follows:

  • (1) The Company is '0'.

  • (2) The subsidiaries are numbered in order starting from ‘1’.

Note 2: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following seven categories; fill in the number of category each case belongs to:

  • (1) Having business relationship.�

(2) The endorser/guarantor parent company owns directly and indirectly more than 50% voting shares of the endorsed/guaranteed subsidiary.

  • (3) The endorsed/guaranteed company owns directly and indirectly more than 50% voting shares of the endorser/guarantor parent company.

  • (4) The endorser/guarantor parent company owns directly and indirectly more than 90% voting shares of the endorsed/guaranteed company.�

  • (5) Mutual guarantee of the trade made by the endorsed/guaranteed company or joint contractor as required under the construction contract.�

  • (6) Due to joint venture, all shareholders provide endorsements/guarantees to the endorsed/guaranteed company in proportion to its ownership.�

  • (7) Joint guarantee of the performance guarantee for pre-sold home sales contract as required under the Consumer Protection Act.�

Note 3: Total limit or limit on loans to a singal party of the Company's and subsidiaires is calculated in accordance with the Company's "Procedures for Provision of Endorsements and Guarantees".

  • (1) Limit on total endorsements is 150% of the Company's net asset.

  • (2) Limit on endorsements to a single party is 140% of the Company's net asset.

  • (3) Limit on total endorsements granted by the Company and its subsidiaries is 150% of the Company's net asset.

  • (4) Total limit on the Company's and its subsidiaries endorsement/guarantee to a singal party is 140% of the Company's net assets and to the subisidiaries that the Company owned more than 90% (included) voting shares is 150% of the Company's net assets.

  • (5) For business transaction with the Company, the guarantee amount should not exceed 150% of the amount of business transaction, which is the higher between sales and purchases.

  • (6) The companies whose voting rights are 90% owned directly and indirectly by the Company can provide endorsement/guarnatee each other with a limat of 10% of the Company's net assets, but not available for the companies whose voting rights are 100% owned directly and indirectly by the Company.

  • (7) The Company's subsidiary who prepared to provide endorsement/guarnatee to others due to business transaction shall implement in accordance with the Company's procedures, and the calculation of the Company's net assets shall use the subsidiary's net assets.

Table 2, Page 1

FIT HOLDING CO., LTD.

Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures)

Year ended December 31, 2020

Table 3

Expressed in thousands of NTD

(Except as otherwise indicated)

Securitiesheld by Marketable securities Relationship with the
securitiesissuer
General
ledgeraccount
As of December31,2020 As of December31,2020 Footnote
Number of shares
(inthousands)
Bookvalue Ownership (%) Fairvalue
Foxlink Image Technology Co., Ltd.
Foxlink Image Technology Co., Ltd.
Foxlink Image Technology Co., Ltd.
Foxlink Image Technology Co., Ltd.
Power Quotient International Co., Ltd.
Power Quotient International Co., Ltd.
Power Quotient International Co., Ltd.
Power Quotient International Co., Ltd.
Power Quotient International Co., Ltd.
Power Quotient Technology (YANCHENG)
Co., Ltd.
TAIWAN STAR TELECOM
CORPORATION LIMITED
Central Motion Picture Corporation
Cheng Uei Precision Industry Co., Ltd.
Wellgen Medical Co., Ltd.
SAINT SONG CORP.
OURS TECHNOLOGY INC.
INNOPLUS CO., LTD.
TAIWAN STAR TELECOM
CORPORATION LIMITED
STACK DEVICES CORPORATION
Jiangsu Foxlink New Energy Technology
Co.,Ltd.
Not applicable
Investee of the Company's
parent company which is
accounted for using equity
method
The Company's parent
company
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Financial assets at fair value
through other comprehensive
income-non-current
Financial assets at fair value
through other comprehensive
income-non-current
Financial assets at fair value
through other comprehensive
income-non-current
Financial assets at fair value
through other comprehensive
income-non-current
Financial assets at fair value
through other comprehensive
income-non-current
Financial assets at fair value
through other comprehensive
income-non-current
Financial assets at fair value
through other comprehensive
income-non-current
Financial assets at fair value
through other comprehensive
income-non-current
Financial assets at fair value
through other comprehensive
income-non-current
Financial assets at fair value
through other comprehensive
income-non-current
50,000
4,294
27,503
1,500
127
13
160
50,000
70
-
350,000
$ 257,656
1,295,391
18,375
-
-
-
350,000
-
73,997
0.91
4.00
5.37
15.80
1.05
0.21
12.00
0.91
0.11
12.90
350,000
$ 257,656
1,295,391
18,375
-
-
-
350,000
-
73,997
Not pledged as
collateral
Not pledged as
collateral
Not pledged as
collateral
Not pledged as
collateral
Not pledged as
collateral
Not pledged as
collateral
Not pledged as
collateral
Not pledged as
collateral
Not pledged as
collateral
Not pledged as
collateral
Table 3, Page 1

As of December 31, 2020

Securitiesheld by Marketable securities Relationship with the
securitiesissuer
General
ledgeraccount
Number of shares
(inthousands)
Bookvalue Ownership (%) Fairvalue Footnote
Shinfox Co., Ltd.
Shinfox Co., Ltd.
Foxwell Energy Corporation Ltd.
Corvus Energy Ltd.
SEC INTERNATIONAL INC.
Full Entertainment Marketing Co., Ltd.
Not applicable
Not applicable
Not applicable
Financial assets at fair value
through other comprehensive
income-non-current
Financial assets at fair value
through other comprehensive
income-non-current
Financial assets at fair value
through other comprehensive
income-non-current
22
54
300
-
-
-
0.12
9.00
1.50
-
-
-
Not pledged as
collateral
Not pledged as
collateral
Not pledged as
collateral
Table 3, Page 2

FIT HOLDING CO., LTD.

Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company's paid-in capital

Year ended December 31, 2020

Table 4
Investor
Marketable
securities
General
ledger
account
Counterparty Relationship with
the counterparty
Balance as at January1,2020 Balance as at January1,2020 Addition Addition Disposal Disposal Expressed in thousands of NTD
(Except as otherwise indicated)
Balance as at December 31,2020
Expressed in thousands of NTD
(Except as otherwise indicated)
Balance as at December 31,2020
No. of shares
(in thousands)
Amount No. of shares
(in thousands)
Amount No. of shares
(in thousands)
Selling price Book value Gain (loss) on
disposal
No. of shares
(in thousands)
Amount
Foxlink Image
Technology Co.,
Ltd.
Foxwell Energy
Corporation Ltd.
Foxwell Energy
Corporation Ltd.
Shih Fong Power
Co., Ltd.
Changyuan Wind
Power Co., Ltd.
Beiyuan Wind
Power Co., Ltd.
Investment
accounted for
using equity
method
Investment
accounted for
using equity
method
Investment
accounted for
using equity
method
Capital increase
by cash
Foxwell Energy
Co., Ltd.
Foxwell Energy
Co., Ltd.
Affiliate
Other related
party
Other related
party
-
23,000
16,000
$ -
197,206
129,109
79,800,000
-
-
$ 957,600
-
-
-
23,000
16,000
$ -
319,150
240,187
$ -
193,660
125,827
$ -
125,490
114,360
79,800,000
-
-
$ 957,600
-
-
Table 4, Page 1

Table 5

FIT HOLDING CO., LTD.

Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more Year ended December 31, 2020

Expressed in thousands of NTD (Except as otherwise indicated)

Purchaser/seller Counterparty Relationship
with the
counterparty
Transaction Differences in transaction terms
compared to third party
transactions
Differences in transaction terms
compared to third party
transactions
Notes/accounts receivable(payable) Notes/accounts receivable(payable) Footnote
Purchases
(sales)
Amount Percentage of
total purchases
(sales)
Credit term Unit price Credit term Balance Percentage of total
notes/accounts
receivable (payable)
ACCU-IMAGE
TECHNOLOGY LIMITED
Foxlink Image Technology Co.,
Ltd.
Wei Hai Fu Kang Electric Co.,
Ltd.
ACCU-IMAGE
TECHNOLOGY LIMITED
Dongguan Fu Wei Electronics
Co., Ltd.
ACCU-IMAGE
TECHNOLOGY LIMITED
Dong Guan Fu Zhang Precision
Industry Co., Ltd.
ACCU-IMAGE
TECHNOLOGY LIMITED
Dongguan Fu Wei Electronics
Co., Ltd.
Foxlink Image Technology Co.,
Ltd.
Glory Science Co., Ltd.
Foxlink Image Technology Co., Ltd.
ACCU-IMAGE TECHNOLOGY
LIMITED
ACCU-IMAGE
TECHNOLOGY LIMITED
Wei Hai Fu Kang Electric Co., Ltd.
ACCU-IMAGE TECHNOLOGY
LIMITED
Dongguan Fu Wei Electronics Co., Ltd.
ACCU-IMAGE
TECHNOLOGY LIMITED
Dong Guan Fu Zhang Precision Industry
Co., Ltd.
Foxlink Image Technology Co., Ltd.
Dongguan Fu Wei Electronics Co., Ltd.
Glorytek (Yancheng) Co., Ltd.
Affiliate
Affiliate
Affiliate
Affiliate
Affiliate
Affiliate
Affiliate
Affiliate
Affiliate
Affiliate
Affiliate
Processing
income
Processing
income
Sales
Purchases
Processing
income
Processing
costs
Processing
income
Processing
costs
Processing
income
Processing
costs
Purchases
586,226)
($ 586,226
190,473)
(
190,473
428,381)
(
428,381
114,510)
(
114,510
175,080)
(
175,080
117,220
-100%
75%
-98%
33%
-67%
72%
-79%
19%
-27%
22%
18%
Flexible collection,
depending on the capital
requirement
Flexible collection,
depending on the capital
requirement
90 days after monthly
billings
90 days after monthly
billings
Flexible collection,
depending on the capital
requirement
Flexible collection,
depending on the capital
requirement
Flexible collection,
depending on the capital
requirement
Flexible collection,
depending on the capital
requirement
Flexible collection,
depending on the capital
requirement
Flexible collection,
depending on the capital
requirement
Flexible collection,
depending on the capital
requirement
Mutual
agreement
Mutual
agreement
Mutual
agreement
Mutual
agreement
Mutual
agreement
Mutual
agreement
Mutual
agreement
Mutual
agreement
Mutual
agreement
Mutual
agreement
Mutual
agreement
None
None
None
None
None
None
None
None
None
None
None
12,541
$ 12,541)
(
46,781
46,781)
(
262,549
262,549)
(
117,061
117,061)
(
178,981
178,981)
(
11,254)
(
22%
-4%
96%
-100%
56%
-69%
53%
-31%
38%
-60%
-14%
Table 6, Page 1

Table 6

FIT HOLDING CO., LTD.

Receivables from related parties reaching $100 million or 20% of paid-in capital or more

Year ended December 31, 2020

Expressed in thousands of NTD (Except as otherwise indicated)

Overdue receivables

Overdue receivables
Creditor Counterparty Relationship
withthe counterparty
Balance as at
December31,2020
Turnover rate Amount Actiontaken Amount collected
subsequent to
the balance
sheet date
Allowance for
doubtfulaccounts
Dongguan Fu Wei Electronics Co., Ltd.
Dongguan Fu Wei Electronics Co., Ltd.
Dong Guan Fu Zhang Precision Industry Co., Ltd.
Dong Guan Fu Zhang Precision Industry Co., Ltd.
Foxlink Image Technology Co., Ltd.
Foxlink Image Technology Co., Ltd.
Glory Science Co., Ltd.
Glory Science Co., Ltd.
Glory Science Co., Ltd.
Yancheng Yaowei Technology Co., Ltd.
Glorytek (Suzhou) Co., Ltd.
FIT Holding Co., Ltd.
FIT Holding Co., Ltd.
ACCU-IMAGE TECHNOLOGY LIMITED
Foxlink Image Technology Co., Ltd.
ACCU-IMAGE TECHNOLOGY LIMITED
Foxlink Image Technology Co., Ltd.
Power Quotient International Co., Ltd.
Glory Science Co., Ltd.
Glorytek (Yancheng) Co., Ltd.
Glory Optics (Yancheng) Co., Ltd.
Glorytek (Yancheng) Co., Ltd.
Glorytek (Suzhou) Co., Ltd.
Glorytek (Yancheng) Co., Ltd.
Glorytek (Yancheng) Co., Ltd.
Glory Optics (Yancheng) Co., Ltd.
Affiliate
Affiliate
Affiliate
Affiliate
Affiliate
Affiliate
Affiliate
Affiliate
Affiliate
Affiliate
Affiliate
Affiliate
Affiliate
262,549
$ 178,981
117,061
103,223
425,000
143,000
328,575
507,221
121,199
138,336
177,144
131,310
219,054
1.37
1.96
0.84
0.33
Note 1
Note 1
0.07
Note 1
Note 1
0.06
Note 1
Note 1
Note 1
-
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ -
43,770
30,055
11,238
-
-
-
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
-
-
-
-

Note 1: It was recognised in other receivables, therefore it was not applicable.

Table 7, Page 1

FIT HOLDING CO., LTD. Significant inter-company transactions during the reporting period Year ended December 31, 2020

Table 7

Expressed in thousands of NTD (Except as otherwise indicated)

Transaction

Number
(Note 1)
Companyname Counterparty Relationship General ledgeraccount Amount Transactionterms Percentage of consolidated
total operating
revenues or total assets
(Note 3)
1
1
2
2
3
4
5
5
5
5
6
6
FIT Holding Co., Ltd.
FIT Holding Co., Ltd.
Foxlink Image Technology Co., Ltd.
Foxlink Image Technology Co., Ltd.
ACCU-IMAGE TECHNOLOGY LIMITED
Wei Hai Fu Kang Electric Co., Ltd.
Dongguan Fu Wei Electronics Co., Ltd.
Dongguan Fu Wei Electronics Co., Ltd.
Dongguan Fu Wei Electronics Co., Ltd.
Dongguan Fu Wei Electronics Co., Ltd.
Dong Guan Fu Zhang Precision Industry
Co., Ltd.
Dong Guan Fu Zhang Precision Industry
Co., Ltd.
Glorytek (Yancheng) Co., Ltd.
Glory Optics (Yancheng) Co., Ltd.
Power Quotient International Co., Ltd.
Glory Science Co., Ltd.
Foxlink Image Technology Co., Ltd.
ACCU-IMAGE TECHNOLOGY LIMITED
ACCU-IMAGE TECHNOLOGY LIMITED
ACCU-IMAGE TECHNOLOGY LIMITED
Foxlink Image Technology Co., Ltd.
Foxlink Image Technology Co., Ltd.
ACCU-IMAGE TECHNOLOGY LIMITED
ACCU-IMAGE TECHNOLOGY LIMITED
1
1
3
3
3
3
3
3
3
3
3
3
Other receivables
Other receivables
Other receivables
Other receivables
Processing income
Sales revenue
Processing income
Accounts receivable
Processing income
Accounts receivable
Processing income
Accounts receivable
131,310
$ 219,054
425,000
143,000
586,226
190,473
428,381
262,549
175,080
178,981
114,510
117,061
Based on the Company's
policies
Based on the Company's
policies
Based on the Company's
policies
Based on the Company's
policies
Flexible collection, depending
on the capital requirement
Flexible collection, depending
on the capital requirement
Flexible collection, depending
on the capital requirement
Flexible collection, depending
on the capital requirement
Flexible collection, depending
on the capital requirement
Flexible collection, depending
on the capital requirement
Flexible collection, depending
on the capital requirement
Flexible collection, depending
on the capital requirement
1%
1%
2%
1%
8%
3%
6%
1%
2%
1%
2%
1%
Table 8, Page 1

Transaction

Number
(Note 1)
Companyname Counterparty Relationship General ledgeraccount Amount Transactionterms Percentage of consolidated
total operating
revenues or total assets
(Note 3)
7
7
7
8
9
Glory Science Co., Ltd.
Glory Science Co., Ltd.
Glory Science Co., Ltd.
Glorytek (Suzhou) Co., Ltd.
Yancheng Yaowei Technology Co., Ltd.
Glory Optics (Yancheng) Co., Ltd.
Glorytek (Yancheng) Co., Ltd.
Glorytek (Yancheng) Co., Ltd.
Glorytek (Yancheng) Co., Ltd.
Glorytek (Suzhou) Co., Ltd.
3
3
3
3
3
Other receivables
Accounts receivable
Other receivables
Other receivables
Accounts receivable
507,221
328,575
121,199
175,080
138,336
Collected depending on the
capital requirement after
offsetting receivables and
payables
Based on the Company's
policies
Based on the Company's
policies
Collected depending on the
capital requirement after
offsetting receivables and
payables
Based on the Company's
policies
2%
1%
1%
1%
1%

Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows:�

(1) Parent company is '0'.

(2) The subsidiaries are numbered in order starting from ‘1’.

Note 2: Relationship between transaction company and counterparty is classified into the following three categories; fill in the number of category each case belongs to.� (1) Parent company to subsidiary.

(2)Subsidiary to parent company.�

(3)Subsidiary to subsidiary.�

Note 3: Percentage of total consolidated revenues or total assets is calculated using the total consolidated assets at the end of the year when the subject of transaction is an asset/liability, � and is calculated by total consolidated revenues during the year when the subject of transaction is a revenue/expense.

Note 4: The inter-company transactions not exceeding $0.1 billion are not disclosed. In addition, counterparty related parties' transactions are not disclosed.

Table 8, Page 2

Table 8

FIT HOLDING CO., LTD.

Information on investees

Year ended December 31, 2020

Expressed in thousands of NTD

(Except as otherwise indicated)

Investor Investee Location Main business
activities
Initial investment amount Initial investment amount Shares held as at December 31,2020 as at December 31,2020 Net profit (loss) of
the investee for the
year ended December
31, 2020
(Note 1)
Investment income
(loss) recognized by
the Company for the
year ended December
31, 2020
(Note 1)
Footnote
Balance as at
December 31,
2020
Balance as at
December 31,2019
Number of shares Ownership
(%)
Book value
FIT Holding Co., Ltd.
FIT Holding Co., Ltd.
FIT Holding Co., Ltd.
FIT Holding Co., Ltd.
FIT Holding Co., Ltd.
Foxlink Image Technology Co.,
Ltd.
Foxlink Image Technology Co.,
Ltd.
Foxlink Image Technology Co.,
Ltd.
ACCU-IMAGE TECHNOLOGY
LIMITED
Glory Science Co., Ltd.
GLORY TEK (BVI) CO., LTD.
Glory Science Co., Ltd.
Foxlink Image Technology Co.,
Ltd.
Power Quotient International Co.,
Ltd.
Shih Fong Power Co., Ltd.
Foxwell Energy Co., Ltd.
ACCU-IMAGE TECHNOLOGY
LIMITED
KLEINE DEVELOPMENTS
LIMITED
Shih Fong Power Co., Ltd.
POWER CHANNEL LIMITED
GLORY TEK (BVI) CO., LTD.
GLORY TEK (SAMOA) CO.,
LTD.
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
British Virgin
Islands
British Virgin
Islands
Taiwan
Hong Kong
British Virgin
Islands
Samoa
Manufacture and
sales of optical
instruments
Manufacture of
image
scanners and
multifunction
printers
Manufacture and
sales of
telecommunication
electronic
components
Hydroelectricity
generation
Energy service
management
Manufacture of
image
scanners and
multifunction
printers
Manufacture and
sales of magnesium
products
Hydroelectricity
generation
Holding and
reinvesting
businesses
General investments
business
General investments
business
2,214,868
$ 3,011,140
2,172,180
760,000
210,000
1,030,318
-
957,600
139,552
1,379,545
780,074
2,214,868
$ 3,011,140
2,172,180
760,000
-
1,030,318
642,224
-
139,552
1,379,545
780,074
95,970,371
164,993,974
324,690,529
95,000,000
21,000,000
13,241,034
-
79,800,000
3,575
40,699,819
25,050,628
100.00
100.00
100.00
41.30
14.00
100.00
0.00
34.70
35.75
100.00
100.00
772,681
$ 3,682,263
2,211,702
1,000,903
209,077
1,383,042
-
957,197
507,611
583,887
692,930
482,494)
($ 382,773
212,885
2,634)
(
6,592)
(
150,150
3
2,634)
(
122,016
336,236)
(
197,992)
(
482,494)
($ 376,562
211,174
1,952)
(
923)
(
-
-
403)
(
-
-
-
Subidiary
(Note 1)
Subidiary
(Note 1)
Subidiary
(Note 1)
Subidiary
(Note 1)
Subidiary
(Note 1)
Second-tier
subsidiary
(Note 1)
Investee
(Note 3)
Investee
(Note 1)
Investee
(Note 1)
Second-tier
subsidiary
(Note 1)
Third-tier
subsidiary
(Note 1)
Table 9, Page 1
Investor Investee Location Main business
activities
Initial investment amount Initial investment amount Shares held as at December 31,2020 as at December 31,2020 Net profit (loss) of
the investee for the
year ended December
31, 2020
(Note 1)
Investment income
(loss) recognized by
the Company for the
year ended December
31, 2020
(Note 1)
Footnote
Balance as at
December 31,
2020
Balance as at
December 31,2019
Number of shares Ownership
(%)
Book value
GLORY TEK (BVI) CO., LTD.
GLORY TEK (BVI) CO., LTD.
GLORYTEK SCIENCE INDIA
PRIVATE LIMITED
Power Quotient International Co.,
Ltd.
Power Quotient International Co.,
Ltd.
Power Quotient International Co.,
Ltd.
Power Quotient International Co.,
Ltd.
Power Quotient International Co.,
Ltd.
Power Quotient International Co.,
Ltd.
Power Quotient International Co.,
Ltd.
Power Quotient International Co.,
Ltd.
Power Sufficient International
Co., Ltd.
Shinfox Co., Ltd.
Shinfox Co., Ltd.
GLORY OPTICS (BVI) CO.,
LTD.
GLORYTEK SCIENCE INDIA
PRIVATE LIMITED
TEGNA ELECTRONICS
PRIVATE LIMITED
Power Quotient International
(H.K.) Co., Ltd.
PQI JAPAN CO., LTD
SYSCOM DEVELOPMENT
CO., LTD.
Apix LIMITED
PQI Mobility Inc.
Castles Technology Co., Ltd.
Power Sufficient International
Co., Ltd.
Shinfox Co., Ltd.
Castles Technology Co., Ltd.
Foxwell Energy Corporation Ltd.
SHINFOX ENERGY
INTERNATIONAL INC.
British Virgin
Islands
India
India
Hong Kong
Japan
British Virgin
Islands
British Virgin
Islands
Samoa
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Republic of
Seychelles
Trading
Trading and
manufacturing
Trading and
manufacturing
Sales of electronic
telecommunication
components
Sales of electronic
telecommunication
components
General investments
holding
Specialised
investments holding
Specialised
investments holding
Trading and
manufacturing of
magnetic card and
reader for barcode
Sales of medical
instruments
Energy service
management
Trading and
manufacturing of
magnetic card and
reader for barcode
Energy service
management
Energy service
management
494,837
99,927
13,174
389,705
23,129
309,378
2,946,803
284,800
43,061
10,000
561,482
6,670
672,000
-
494,849
99,927
13,174
389,705
23,129
309,378
2,946,803
284,800
48,831
10,000
553,110
6,670
672,000
35,976
16,000,000
21,773,105
3,001,000
106,100,000
24,300
10,862,980
12,501
10,000,000
10,847,003
1,000,000
58,743,000
331,000
67,200,000
-
100.00
99.27
10.00
100.00
100.00
100.00
100.00
100.00
12.11
100.00
58.74
0.37
100.00
-
58,973)
(
85,423
12,971
4,712)
(
156,089)
(
407,489)
(
1,109,517
695,052
176,017
8,935
740,111
5,412
848,087
-
139,482)
(
1,252
6,130
38)
(
115)
(
2,210
62,793
12,589)
(
198,122
731
244,389
198,122
185,566
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Third-tier
subsidiary
(Note 1)
Third-tier
subsidiary
(Note 1)
Investee
(Note 1)
Second-tier
subsidiary
(Note 1)
Second-tier
subsidiary
(Note 1)
Second-tier
subsidiary
(Note 1)
Second-tier
subsidiary
(Note 1)
Second-tier
subsidiary
(Note 1)
Investee
(Note 1)
Second-tier
subsidiary
(Note 1)
Second-tier
subsidiary
(Note 1)
Investee
(Note 1)
Third-tier
subsidiary
(Note 1)
Third-tier
subsidiary
(Note 2)
Table 9, Page 2
Investor Investee Location Main business
activities
Initial investment amount Initial investment amount Shares held as at December 31,2020 as at December 31,2020 Net profit (loss) of
the investee for the
year ended December
31, 2020
(Note 1)
Investment income
(loss) recognized by
the Company for the
year ended December
31, 2020
(Note 1)
Footnote
Balance as at
December 31,
2020
Balance as at
December 31,2019
Number of shares Ownership
(%)
Book value
Shinfox Co., Ltd.
Shinfox Co., Ltd.
Shinfox Co., Ltd.
Foxwell Energy Corporation Ltd.
Foxwell Energy Corporation Ltd.
SYSCOM DEVELOPMENT
CO., LTD
SYSCOM DEVELOPMENT
CO., LTD
Apix LIMITED
Apix LIMITED
Sinocity Industries Co., Ltd.
Perennial Ace Limited
Foxlink Powerbank International
Technology Private Limited
SHINFOX NATURAL GAS
CO.,LTD.
Foxwell Power Co., Ltd.
Shinfox Power Co., Ltd.
Beiyuan Wind Power Co., Ltd.
Changyuan Wind Power Co., Ltd.
PQI CORPORATION
Foxlink Powerbank International
Technology Private Limited
Sinocity Industries Co., Ltd.
Perennial Ace Limited
DG LIFESTYLE STORE
LIMITED
Studio A Technology Limited
TEGNA ELECTRONICS
PRIVATE LIMITED
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
USA
India
Hong Kong
British Virgin
Islands
Macau
Hong Kong
India
Energy service
management
Energy service
management
Energy service
management
Wind energy
Wind energy
Sales of electronic
telecommunication
components
Sales of electronic
telecommunication
components
Sales of electronic
telecommunication
components
Specialised
investments holding
Trading and
manufacturing
Trading and
manufacturing
Trading and
manufacturing
120,000
99,000
-
-
-
199,360
95,778
2,479,275
606,624
357
4,998
11,649
15,000
10,000
-
160,000
230,000
199,360
95,778
2,479,275
606,624
357
4,998
11,649
12,000
9,900
-
-
-
7,000,000
21,790,000
6,000,000
No shares issued
100,000
1,225,000
3,001,000
80.00
99.00
-
-
-
100.00
99.27
100.00
100.00
100.00
24.50
10.00
103,015
99,460
-
-
-
492,603)
(
85,081
889,537
219,848
635
93,174
12,915
12,762)
(
1,425
52)
(
3,280)
(
3,547)
(
303
1,921
48,507
14,286
130,136)
(
58,309
6,130
-
-
-
-
-
-
-
-
-
-
-
-
Third-tier
subsidiary
(Note 1)
Third-tier
subsidiary
(Note 1)
Third-tier
subsidiary
(Notes 1 and 4)
Fourth-tier
subsidiary
(Notes 1 and 4)
Fourth-tier
subsidiary
(Notes 1 and 4)
Third-tier
subsidiary
(Note 1)
Third-tier
subsidiary
(Note 1)
Third-tier
subsidiary
(Note 1)
Third-tier
subsidiary
(Note 1)
Fourth-tier
subsidiary
(Note 1)
Investee
(Note 1)
Investee
(Note 1)

Note 1: It was recognised based on the company's financial statements reviewed by the independent auditors. Note 2: It was retired in the first quarter of 2020. Note 3: It was retired in the second quarter of 2020.

Note 4: It was sold in the fourth quarter of 2020.

Table 9, Page 3

FIT HOLDING CO., LTD.

Information on investments in Mainland China

Year ended December 31, 2020

Table 9
Investee in
Mainland China
Main business
activities
Paid-in
capital
Investment
method
Accumulated
amount of
remittance from
Taiwan to
Amount remitted from Amount remitted from Accumulated
amount of
remittance from
Taiwan to
Mainland China as
Net income of
investee for the
year ended
December 31,
Ownership held
by the Company
(direct or
indirect)
Investment income
(loss) recognized by
the Company for the
year ended
December 31, 2020
Book value of
investments in
Mainland China as
of December 31,
Expressed in thousands of NTD
(Except as otherwise indicated)
Accumulated
amount of
investment income
remitted back to
Taiwan as of
Footnote
Remitted to
Mainland
China
Remitted back
to Taiwan
Dong Guan Han Yang
Computer Limited
Sharetronic Data
Technology Co., Ltd.
Dong Guan Fu Zhang
Precision Industry Co.,
Ltd.
Wei Hai Fu Kang
Electric Co., Ltd.
Dongguan Fu Wei
Electronics Co., Ltd.
Glorytek (Suzhou) Co.,
Ltd.
Glorytek (Yancheng)
Co., Ltd.
Yancheng Yao Wei
Technology Co., Ltd
Glory Optics
(Yancheng) Co., Ltd.
Power Quotient
Technology
(YANCHENG) Co.,
Jiangsu Foxlink New
Energy Technology
Co.,Ltd.
PQI (Xuzhou) New
Energy Co., Ltd.
Kunshan Jiuwei Info
Tech Co., Ltd.
Manufacture of image
scanners and multifunction
printers and investment in property
Manufacutre and sales of mobile phone, LCD TV
Connector and electronic components
Mould development and
moulding tool manufacture
Manufacture and sale of parts
and moulds of photocopiers
and scanners
Manufacture and sales of image
scanners, multifunction and
printers and its accessories
Trading and manufacturing
Trading and manufacturing
Trading and manufacturing
Trading and manufacturing
Manufacture and sales of electronic components
Manufacture and sales of electronic components
Manufacture and sale of electronic telecommunication
components
Supply chain finance energy
service management
174,828
$ 678,078
231,037
227,840
170,880
398,720
256,320
43,770
944,412
569,600
678,435
43,770
1,424
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 2
Note 3
Note 1
Note 2
Note 2
Note 3
174,828
$ 122,179
169,897
142,400
151,181
398,720
256,320
-
329,444
Note 4
Note 5
Note 5
1,424
-
$ -
-
-
-
-
-
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
-
-
-
-
174,828
$ 122,179
169,897
142,400
151,181
398,720
256,320
-
329,444
-
-
-
1,424
18,503
$ 408,080
2,813)
(
15,610)
(
73,942
127,156)
(
129,381)
(
3,574)
(
203,066)
(
12,589)
(
-
12
3,466
100
18,503
$ 7.13
40,468
100
2,813)
(
100
15,610)
(
100
73,942
100
127,156)
(
100
129,381)
(
100
3,574)
(
100
203,066)
(
100
12,589)
(
Note 7
-
100
12
100
3,466
247,575
$ -
$ Note 6
381,392
-
Note 6
261,020
-
Note 6
250,436
-
Note 6
513,673
-
Note 6
477,261
-
Note 6
304,355)
(
-
Note 6
143,422
-
Note 6
631,079
-
Note 6
695,052
-
Note 6
-
-
-
43,782
-
Note 6
13,714
-
Note 6

Note 1: Through investing in an existing company in the third area, which then invested in the investee in Mainland China. Note 2: As the investment is invested through an existing company in Mainland China, which then invested in the investee. Note 3: An investee established in the third area and an reinvestee in Mainland China invested by an investee in Mainland China. Note 4: The capital of an indirect investment of PQI, Power Quotient Technology (YANCHENG) Co., Ltd., was remitted by the financing from the investee in the third party. Note 5: The capital of an indirect investment of PQI, Jiangsu Foxlink New Energy Technology Co.,Ltd. and PQI (Xuzhou) New Energy Co., Ltd. , was remitted by a capital from Power Quotient Technology (YANCHENG) Co., Ltd. Note 6: It was recognised based on the investee's financial statements reviewed by the independent auditors. Note 7: Jiangsu Foxlink New Energy Technology Co., Ltd. was initially a subsidiary of the Group. However, the Group did not participate in the capital increase of Jiangsu Foxlink New Energy Technology Co., Ltd. in April 2020, thus, the Group lost its control over the company, and this investment was recognised in investments accounted for using equity method. Subsequently, the company proceeded to reduce its capital by returning cash, and the shareholding ratio decreased to 12.9%. The Group lost its control over the company, therefore, this investment was classified in financial assets at fair value through other comprehensive income.

Table 10, Page 1
Companyname Accumulated amount of remittance from
Taiwan to Mainland China as of
December31,2020
Investment amount approved by the Investment
Commission of the Ministry of Economic Affairs
(MOEA)
Ceiling on investments in Mainland China
imposed bythe InvestmentCommission of MOEA
Foxlink Image Technology Co., Ltd.
Glory Science Co., Ltd.
Power Quotient International Co., Ltd.
771,956
$ 984,484
1,424
923,199
$ 1,194,736
622,146
1,761,799
$ 463,992
1,704,187
Table 10, Page 3

Table 10

FIT HOLDING CO., LTD. Major shareholders information December 31, 2020

Name of major shareholders Shares Shares
Number of shares held Ownership (%)
Foxlink International Investment Ltd.
Zhi De Investment Co., Ltd.
Fu Uei International Investment Ltd. (FUII)
58,303,464
21,055,687
14,690,257
23.67%
8.55%
5.96%
Table 11, Page 1

FIT HOLDING CO., LTD. STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD YEAR ENDED DECEMBER 31, 2020

(Expressed in thousands of New Taiwan dollars)

STATEMENT 1

Name BeginningBalance BeginningBalance Addition Addition Decrease Decrease EndingBalance Market Value or Net Assets
Value
Market Value or Net Assets
Value
Collateral
Shares Amount Shares Amount Shares Amount Shares Percentage of
Ownership
Amount Unit Price Total Amount
Foxlink Image Technology
Co., Ltd.
Power Quotient International
Co., Ltd.
Glory Science Co., Ltd.
Shih Fong Power Co., Ltd.
Foxwell Energy Co., Ltd.
164,993,974
324,690,529
95,970,371
95,000,000
3,608,129
$ 1,938,232
1,254,721
822,469
-
-
-
-
21,000,000
74,134
$ 273,470
-
178,434
209,077
-
-
-
-
-
$ -
482,040)
(
-
-
164,993,974
324,690,529
95,970,371
95,000,000
21,000,000
100%
100%
100%
41.3%
14%
3,682,263
$ 2,211,702
772,681
1,000,903
209,077
17.80
$ 7.08
8.05
10.66
9.96
2,936,331
$ 2,298,988
772,681
1,012,582
209,077
None
None
None
None
None
7,623,551
$
735,115
$
482,040)
($
7,876,626
$
7,229,659
$

Note 1: Changes in current year included acquisition of investments accounted for using equity method and share of profit or loss or other comprehensive income in investees accounted for using the equity method.

Note 2: Net assets value was calculated based on the Company’s shareholding ratio in each investee according to their financial statements.

Statement 1, Page 1

FIT HOLDING CO., LTD. STATEMENT OF SHORT-TERM BORROWINGS YEAR ENDED DECEMBER 31, 2020

(Expressed in thousands of New Taiwan dollars)

STATEMENT 2

STATEMENT 2
Nature Description EndingBalance Contract Period Range of Interest
Rate
Credit Line Collateral Note
Unsecured borrowings
Unsecured borrowings
Bank SinoPac
Taishin Bank
507,800
$ 250,000
757,800
$
2020/12/30~2021/1/29
2020/12/25~2021/1/25
1.05%
1.05%
165,000
$ 250,000
None
None

Statement 2, Page 1

FIT HOLDING CO., LTD. STATEMENT OF LONG-TERM BORROWINGS YEAR ENDED DECEMBER 31, 2020

(Expressed in thousands of New Taiwan dollars)

STATEMENT 3
Creditor
Description Amount Contract Period Interest Rate Collateral
Yuanta Bank
Jih Sun Bank
Borrowing period is
from October 2020 to
August 2022;
principal is repayable
in full amount at the
maturity date; interest
is repayable monthly.
Borrowing period is
from October 2020 to
June 2022; principal
is repayable in full
amount at the
maturity date; interest
is repayable monthly.
300,000
$ 100,000
400,000
$
2020/10/23~2021/8/25
2020/10/8~2022/6/18
1.10%
1.22%
None
None

Statement 3, Page 1

FIT HOLDING CO., LTD.

SUMMARY STATEMENT OF CURRENT PERIOD EMPLOYEE BENEFITS, DEPRECIATION, DEPLETION AND AMORTIZATION EXPENSES BY FUNCTION

YEAR ENDED DECEMBER 31, 2020

(Expressed in thousands of New Taiwan dollars)

STATEMENT 4

STATEMENT 4
Nature
Function
Year ended December 31,2020 Year ended December 31,2019
Classified as
Operating Costs
Classified as
Operating
Expenses
Total Classified as
Operating Costs
Classified as
Operating
Expenses
Total
Employee Benefit Expense
Wages and salaries $- $ 16,723 $ 16,723 $- $ 6,285 $ 6,285
Labour and health insurance fees - 382 382 - 333 333
Pension costs - 181 181 - 144 144
Directors'remuneration - 2,870 2,870 - - -
Other personnel expenses - 222 222 - 198 198

Note:

  1. As at December 31, 2020 and 2019, the Company had 22 and 11 employees,including 9 and 5 non-employee directors, respectively.

  2. A company whose stock is listed for trading on the stock exchange or over-the-counter securities exchange shall additionally disclose the following information

  3. (1) Average employee salaries in current year was $1,286 (Total employee salaries in current year/(Number of employees in current year–Number of non-employee directors in current year)).

  4. (2) Average employee salaries in previous year was $1,048 (Total employee salaries in previous year/(Number of employees in previous year–Number of non-employee directors in previous year)).

  5. (3) Adjustments of average employee salaries was 23% ((Average employee salaries in current year Average employee salaries in previous year) / Average employee salaries in previous year).

  6. (4) There was no supervisors’ remuneration in current and previous years. (The Company has no supervisors’ remuneration as it has set up an audit committee)

Statement 4, Page 1

FIT HOLDING CO., LTD.

SUMMARY STATEMENT OF CURRENT PERIOD EMPLOYEE BENEFITS, DEPRECIATION, DEPLETION AND AMORTIZATION EXPENSES BY FUNCTION (Cont.)

YEAR ENDED DECEMBER 31, 2020

(Expressed in thousands of New Taiwan dollars)

STATEMENT 4

  • (5) The Company’s remuneration policy (including directors, supervisors, managers, and employees) is as follows:

  • A. Relevance between the policy, standard and portfolio and established procedures of the remuneration that the Company paid to directors and independent directors and operational performance and future risk;

    • (a) Directors’ remuneration of the Company was paid in accordance with the standards of attendance allowance and travel fee payments approved by the Board of Directors as well as the general pay levels.

    • (b) In accordance with Article 26 of the Company’s Articles of Incorporation: a ratio of distributable profit of the current year’s profit before tax that excludes employees’ compensation and directors’ remuneration, after covering accumulated losses, shall be distributed as employees’ compensation and directors’ remuneration, which will be resolved by the Board of Directors. The ratio shall not be lower than 6% for employees’ compensation and shall not be higher than 3% for directors’ remuneration.

  • B. Relevance between the policy, standard and portfolio and established procedures of the remuneration that the Company paid to managers and operational performance and future risk;

    • (a) Managers’ remuneration of the Company was determined in accordance with requirements stated in the performance evaluation regulations of the Company, depending on personal performance and contribution to the Company’s overall operation and by reference to the general pay levels of the industry and was conducted after being reviewed by the remuneration committee and reported to the Board of Directors for approval.

    • (b) In accordance with Article 26 of the Company’s Articles of Incorporation: a ratio of distributable profit of the current year’s profit before tax that excludes employees’ compensation and directors’ remuneration, after covering accumulated losses, shall be distributed as employees' compensation and directors’ remuneration, which will be resolved by the Board of Directors. The ratio shall not be lower than 6% for employees’ compensation and shall not be higher than 3% for directors’ remuneration.

Statement 4, Page 2

FIT HOLDING CO., LTD.

SUMMARY STATEMENT OF CURRENT PERIOD EMPLOYEE BENEFITS, DEPRECIATION, DEPLETION AND AMORTIZATION EXPENSES BY FUNCTION (Cont.)

YEAR ENDED DECEMBER 31, 2020

(Expressed in thousands of New Taiwan dollars)

STATEMENT 4

  • C. Relevance between the policy, standard and portfolio and established procedures of the remuneration that the Company paid to employees and operational performance and future risk;

  • (a) Employees’ remuneration included monthly salary (including meal allowances), annual salary adjustment for personal performance, performance bonus, holiday bonus and earnings bonus. Salary payment of the Company’s employees was determined in accordance with the general pay levels of the industry, operation of the Company, employees’ educational background, experience, ability and contribution and was adjusted depending on the market salary dynamics, changes in the overall economic and industrial climate and the government regulations.

  • (b) In accordance with Article 26 of the Company’s Articles of Incorporation: a ratio of distributable profit of the current year’s profit before tax that excludes employees’ compensation and directors’ remuneration, after covering accumulated losses, shall be distributed as employees' compensation and directors’ remuneration, which will be resolved by the Board of Directors. The ratio shall not be lower than 6% for employees’ compensation and shall not be higher than 3% for directors’ remuneration.

Statement 4, Page 3